GSV GROWTH CREDIT LLC A Delaware Limited Liability Company AMENDED AND RESTATED OPERATING AGREEMENT December 15, 2016

Purpose.  The primary purposes of the Company are to (i) build the preeminent provider of debt capital to the most exciting growth companies and their executives worldwide, (ii) provide management services to investment vehicles to be formed and syndicated, including the BDC (each a "Fund" and collectively the "Funds"), offering debt capital to growth companies and their executives, (iii) to do all things reasonably incidental to or in the furtherance of such business including without limitation formation and syndication of one of more Funds, and (iv) to conduct such other business as may be approved by the Board of Managers.

Powers.  Subject to all of the terms and provisions hereof, the Company shall have all powers necessary, suitable or convenient for the accomplishment of the purposes of the Company, including, without limitation, the following:

to purchase, sell, invest and trade in Securities;

to make and perform all contracts and engage in all activities and transactions necessary or advisable to carry out the purposes of the Company, including, without limitation, the purchase, sale, transfer, pledge and exercise of all rights, privileges and incidents of ownership or possession with respect to any Company asset or liability; the borrowing or lending of money and the securing of payment of any Company obligation by hypothecation or pledge of, or grant of a security interest in, Company assets; and the guarantee of or becoming surety for the debts of others;

to provide managerial assistance to portfolio companies of the BDC and any other business development company to which the Company provides management services; and

otherwise to have all the powers available to it as a limited liability company under the Delaware Act.

Additional Members.  This term shall have the meaning ascribed to it in Paragraph 3.2.

Adjusted Capital Account Deficit. (c)  The term means, with respect to any Member, the deficit balance, if any, in such Member's Capital Account as of the end of the relevant Fiscal Year determined after (i) crediting to such Capital Account any amounts which such Member is obligated to restore thereto hereunder or is deemed to be obligated to restore thereto pursuant to the penultimate sentences of Sections 1.704-2(g)(1) and 1.704-2(i)(5) of the Treasury Regulations and (ii) debiting to such Capital Account the reasonably expected adjustments, allocations and distributions described in Sections 1.704-1(b)(2)(ii)(d)(4), (5) and (6) of the Treasury Regulations.  The foregoing definition of Adjusted Capital Account Deficit is intended to comply with the provisions of Section 1.704-1(b)(2)(ii)(d) of the Treasury Regulations and shall be interpreted consistently therewith.

Affiliate.   With reference to a Member, any corporation, association, limited liability company, partnership or other entity of which the Member has direct or indirect control or is, directly or indirectly, a general partner, officer, director or managing member, and any other person controlling, controlled by or under direct or indirect common control with the Member.

Agreement.  This term shall have the meaning ascribed to in the introduction paragraph.

Approved Budget. This term shall have the meaning ascribed to it in Exhibit B.

Bankruptcy.  A person or entity shall be deemed bankrupt if:

any proceeding is commenced against such person or entity as "debtor" for any relief under bankruptcy or insolvency laws, or laws relating to the relief of debtors, reorganizations, arrangements, compositions or extensions and such proceeding is not dismissed within ninety (90) days after such proceeding has commenced, or

such person or entity commences any proceeding for relief under bankruptcy or insolvency laws or laws relating to the relief of debtors, reorganizations, arrangements, compositions or extensions.

BDC.  This term shall mean GSV Growth Credit Fund Inc., a Maryland corporation.

Board of Managers.  This term shall mean the Board of Managers of the Company as described in Paragraph 4.1.

Book Value.  This term shall have the meaning ascribed to it in Paragraph 6.2(a).

Capital Account.  This term shall have the meaning ascribed to it in Paragraph 6.2(b).

Capital Contributions.  This term shall have the meaning ascribed to it in Paragraph 5.1.

Capital Transaction.  This term means any: (i) merger or consolidation in which the Company is a constituent party or a subsidiary of the Company

Cause.  This term means, with respect to a Member, that the Member has:  (a) lost a license or licenses necessary to carry out his or her duties under this Agreement; (b) committed a felony or other act which may materially damage the reputation of the Company; (c) stolen property owned by the Company or a third party, or been materially dishonest; (d) materially violated this Agreement (or any other similar or successor agreement between the Member and the Company) or any fiduciary duties owed to the Company; (e) failed to perform substantially its duties as a Member of the Company (other than any such failure resulting from his disability); provided, that a failure to meet financial performance expectations shall not, by itself, constitute a failure by such Member to substantially perform his duties; or (f) refused or failed to follow or carry out any reasonable and material direction of the Board of Managers; provided that with respect to subsections (d), (e), and (f) the Company shall provide notice and a thirty (30) day opportunity to cure such violation if curable.

Certificate.  The Certificate of Formation of GSV Growth Credit, LLC, a Delaware limited liability company.

Closing.  This term means the closing of the offering of common stock by the BDC following which it has capital commitments of not less than $50,000,000.

Code.  The Internal Revenue Code of 1986, as amended from time to time (and any corresponding provisions of succeeding law).

Commencement Date.  The Company shall commence upon the filing with the Secretary of the State of Delaware of the Company's Certificate.

Company.  This term shall have the meaning ascribed to it in the introduction paragraph.

Delaware Act.  This term means the Delaware Limited Liability Company Act.

Fiscal Year.  This term shall have the meaning ascribed to it in Paragraph 6.2(c).

Fund.  This term and its plural shall have the meanings ascribed in Paragraph 1.3(a).

GSV.  This term means both GSVAM and GSVFG.

GSVAM.  This term means GSV Asset Management, LLC.

GSVFG.  This term means GSV Financial Group LLC.

Initial Members.  This term shall mean ▇▇▇▇▇ ▇▇▇▇▇▇ 2016 Irrevocable Life Insurance Trust; ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 1996 Trust; ▇▇▇▇▇▇▇ ▇▇▇▇▇▇; GSV Asset Management, LLC; GSV Financial Group LLC; and GSVGC Management Holdings LLC.

Interim Period.  This term shall have the meaning ascribed to it in Paragraph 6.2(d).

Investment Committee.  This term shall mean the Investment Committee of the Board of Managers as described in Exhibit B.

License Agreement.  This term has the meaning ascribed to it in Paragraph 4.8.

Liquidity Event.  This term shall mean an initial public offering of the Company pursuant to a registration statement filed under the Securities Act or any other applicable securities laws.

Majority in Interest.  The holders of Member Interests representing majority of the Percentage Interests at the time when an approval is sought or required.

Management Holdings.  This term means GSVGC Management Holdings, LLC.

Members.  The holders of Member Interests in the Company who are parties to this Agreement.

Member Interest.  This term means with respect to each Member such Member's limited liability company interest in the Company as such term is defined in the Delaware Act.

Net Income or Net Loss.  This term shall have the meaning ascribed to it in Paragraph 6.2(e).

Oaktree.  This term shall mean OCM Growth Holdings, LLC.

Oaktree Board Member.  This term shall have the meaning ascribed to it in Exhibit B.

Oaktree Commitment. This term shall mean the $125.0 million capital commitment by Oaktree to the BDC.

Oaktree Investment.  This term shall equal the sum of (i) the value of any uncalled capital from the Oaktree Commitment, (ii) the initial value when issued of the shares of common stock of the BDC held by Oaktree, and (iii) the initial value when issued of any shares of common stock of the Public Fund held by Oaktree.

Oaktree Investment Criteria.  This term shall have the meaning ascribed to it in Exhibit B hereof.

Percentage Interest.  This term means with respect to each Member the percentage that such Member's Member Interest bears to the Member Interests held by all Members as set forth on Exhibit A, as amended from time to time; at all times the aggregate Percentage Interests of all Members must equal 100%.

Person. This term means an individual, partnership, limited partnership, joint venture, association, corporation, trust, estate, limited liability company, limited liability partnership, unincorporated entity of any kind, governmental entity, or any other legal entity.

Prior Agreement.  This term shall have the meaning ascribed to it in the introduction paragraphs.

Public Fund.  This term shall mean the entity into which Oaktree has exchanged its shares of common stock of the BDC that will elect to be regulated as a business development company under the Investment Company Act of 1940, as amended.

Restricted Period.  This term shall have the meaning ascribed to it in Paragraph 4.5(a).

Securities.  Securities of every kind and nature and any rights and options with respect thereto, including, without limitation, capital stock, limited partnership interests, bonds, notes, debentures, securities convertible into other securities, trust receipts and other obligations, instruments or evidences of indebtedness, as well as in rights, warrants and options to purchase securities.

Securities Act.  The Securities Act of 1933, as amended from time to time.

▇▇▇▇▇▇. This term means R. ▇▇▇▇▇ ▇▇▇▇▇▇.

Tax Distributions.  This term has the meaning ascribed to it in Paragraph 8.2.

Termination of Service. Termination of Service of a Member means the Member shall have ceased to provide services to the Company (as determined in good faith by the Board of Managers) for any reason or no reason, including voluntary resignation, removal, termination, death or temporary or permanent disability; provided however, that Termination of Service of GSVAM shall mean a determination in good faith by the Board of Managers that GSVAM has refused or failed to to provide services to the Company after the Company has provided GSVAM with notice of such determination and a sixty (60) day opportunity to cure such refusal or failure and the Board of Managers has determined in good faith that GSVAM continues to refuse or fail to provide services to the Company.

Unvested Percentage.  The Unvested Percentage with respect to a Member's Member Interest is the Member's Percentage Interest minus the Member's Vested Percentage.

Vested Percentage.

The Vested Percentage of an Initial Member shall be zero until the Closing. Thereafter the Initial Member's Vested Percentage shall be the product of (x) the Initial Member's Percentage Interest multiplied by (y) the sum of .25 plus .015625 for each full month following the Closing up to a maximum of 48 months, provided that such monthly increase shall cease immediately upon (i) an Initial Member notifying the Company that it will no longer provide services to the Company, (ii) an Initial Member substantially failing or refusing to provide services to the Company,  or  (iii) the termination for "Cause" of a Member.

An Additional Member's Vested Percentage shall have the meaning as agreed upon in writing between the Member and the Company, provided, however, in the absence of a written vesting schedule, an Additional Member's Vested Percentage shall be zero until the first anniversary of the date of grant and thereafter shall be the product of (x) the Additional Member's Percentage Interest multiplied by (y) the product of .20 and the number years the Additional Member has held the applicable Member Interest up to

The Vested Percentage held by Oaktree shall be zero until the Closing in which Oaktree has made the Oaktree Commitment.  Thereafter, beginning with the first anniversary of the Closing and annually thereafter,  Oaktree's Vested Percentage shall be the product of (x) Oaktree's Percentage Interest multiplied by (y) the product of 0.25 and the number years Oaktree has held the applicable Member Interest up to a maximum of 4 years; provided that such vesting shall cease immediately upon any point in time in which the portion of the Oaktree Investment then held by Oaktree (expressed as a percentage of the Oaktree Investment) is less than Oaktree's Vested Percentage; provided further that, if upon a vesting event, the Vested Percentage held by Oaktree would exceed the percentage of the Oaktree Investment then held by Oaktree, then Oaktree's Unvested Percentage will vest only in such amounts such that Oaktree's Vested Percentage does not exceed the percentage of the Oaktree Investment held on the date of such vesting event.

Upon Termination of Service of a Member, other than Oaktree, such Member's vesting shall automatically cease and such Member shall automatically forfeit the Unvested Percentage of its Member Interest. Within one year of the Termination of Service, the Company shall distribute to such terminated Member an amount equal to the Contributed Capital, if any, related to such forfeited Member Interest.  Notwithstanding the foregoing, only Termination of Service of an Initial Member for Cause by the Company or voluntarily by the Initial Member will result in cessation of vesting and forfeiture of the Unvested Percentage of the Initial Member's Member Interest.

Persons may be admitted to the Company as additional members ("Additional Members") on such terms and conditions as shall be determined by the Board of Managers.  Each new Member shall be admitted only upon delivery to the Company of an executed counterpart signature page of this Agreement and/or such other agreements as are reasonably requested by the Board of Managers.  A newly admitted Member's required Capital Contribution, Percentage Interest and vesting schedule, if any, shall be set forth in writing executed by the Company and such new Member.  Admission of a new Member shall not cause the dissolution of the Company.  Subject to the foregoing requirements, the Company may issue additional Member Interests with different rights and preferences as determined in the sole discretion of the Board of Managers.  The Company may issue Member Interests that are intended to be "profits interests" in accordance with the terms of subsection (b) below.

The Board of Managers shall have the authority to issue Member Interests that are intended to be treated as "profits interests" under IRS Revenue Procedure 93-27 and IRS Revenue Procedure 2001-43, and the provisions of this Agreement shall be interpreted and applied consistently therewith.  In the event that a Member Interest intended to be "profits interest" is issued after the date hereof, the Board of Managers may make appropriate adjustments to the terms of such interest in order for such new interest to be treated as a "profits interest."

The interest of a Member may not be withdrawn from the Company in whole or in part except with the consent of the Board of Managers, which may be withheld in the Board of Manager's absolute discretion.

In the event of the withdrawal of any Member pursuant hereto, the Percentage Interests and Capital Accounts of the withdrawing Member and the remaining Members shall be adjusted as of the date of withdrawal.

The withdrawal of a Member shall not be cause for dissolution of the Company.

Each Member may possess an interest in other business ventures of every nature and description, independently or with others, and neither the Company nor the Members will have any right by virtue of this Agreement in or to such other business ventures or to the income or profits derived therefrom. 

Notwithstanding the foregoing subsection (a), (i) no Member or any Affiliate thereof (other than the Company) shall establish, manage or advise any investment fund (other than a Fund established pursuant to the terms of this Agreement) which has, intends to have or holds itself out as having more than 20% (calculated as to any one fund by aggregating all wholly owned subsidiaries of such fund) of its assets or business operations in, allocated, or dedicated to the business of providing debt capital to growth companies; provided, however, in no case will the foregoing (1) prohibit or limit GSV from investing in one or more special purpose vehicles to provide debt to a single company in which it holds an equity investment or GSV Capital Corp. from maintaining GSV Capital Lending, LLC as provider of bridge loans to GSV Capital Corp. portfolio companies or from pursuing a sponsored debt strategy (i.e., loans to companies that are backed by venture capital and/or private equity firms) if such a strategy is determined and directed by its Board of Directors, or (2) prohibit or limit Affiliates of Oaktree from establishing, managing or advising any investment fund which has, intends to have or holds itself out as having assets or business operations in, allocated, or dedicated to the business of providing debt capital to growth companies, and (ii) the Company shall not establish, manage or advise any investment fund (other than a Fund established pursuant to the terms of this Agreement) which has, intends to have or holds itself out as having more than 20% (calculated as to any one fund by aggregating all wholly owned subsidiaries of such fund) of its assets or business operations in, allocated, or dedicated to the business of providing venture equity to growth companies;  provided, however, in no case will the foregoing prohibit or limit the Company from investing in one or more special purpose vehicles to provide equity to a single company in which it holds a debt investment.

Non-Solicitation by the Company.  Except as provided in subsection (b) below, the Company agrees that, for so long as a Member is a Member of the Company and continuing for a period of two (2) years thereafter (such period referred to as the "Restricted Period"), it shall not, and shall not permit its Affiliates to, directly or indirectly, (i) solicit, or induce, or attempt to solicit or induce, any employee, staff or independent contractor of a Member who were employed or retained by such Member at any time during the one (1) year period prior to such solicitation) to leave the employ or service of the Member for any reason whatsoever; otherwise interfere with the relationship of the Member with any such employee, staff or independent contractor; or hire or offer to hire, either on a full-time basis or part-time or consulting basis, any such employee, staff or independent contractor; provided, however, that that the foregoing provision shall not preclude the Company from making good faith generalized solicitations for employees (not targeted at employees of a Member) through advertisements or search firms and hiring any persons through such solicitations; provided, that the Company does not encourage or advise such firm to approach any such employee.

Employment by Company.  Notwithstanding subsection (a) above, GSV agrees that the Company shall not be prohibited from hiring or otherwise retaining ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇.

Non-Solicitation by Members.  Each Member agrees that during the Restricted Period, it shall not, and shall not permit its Affiliates to, directly or indirectly, (i) solicit, or induce, or attempt to solicit or induce, any employee, staff or independent contractor of the Company who were employed or retained by the Company at any time during the one (1) year period prior to such solicitation) to leave the employ or service of the Company for any reason whatsoever; otherwise interfere with the relationship of the Company with any such employee, staff or independent contractor; or hire or offer to hire, either on a full-time basis or part-time or consulting basis, any such employee, staff or independent contractor; provided, however, that that the foregoing provision shall not preclude any Member from making good faith generalized solicitations for employees (not targeted at employees of the Company) through advertisements or search firms and hiring any persons through such solicitations; provided, that the Member does not encourage or advise such firm to approach any such employee.  Notwithstanding the foregoing, the prohibition in this subsection (c) shall not apply to Affiliates of Oaktree.

The Members shall take no part in the control or management of the affairs of the Company nor have any power or authority to act for or on behalf of the Company as a result of this Agreement except to the extent expressly authorized to so act as a (i) member of the Board of Managers, (ii) an officer of the Company, or (iii) an agent of the Company authorized by the Board of Managers.

In any case where Members are entitled to vote on particular matters under this Agreement, the voting power of each Member shall be based on the Member's Percentage Interest.

The Company and GSV Asset Management, LLC have entered into a License Agreement dated as of the date hereof (the "License Agreement"), which is attached hereto as Exhibit D.

GSV will pay all expenses related to the (i) organization of the Company and the BDC, (ii) the private offering and sale of shares of common stock of the BDC, and (iii) all expenses related to SEC filings, accounting, legal and tax of the Company and the BDC incurred prior to the Closing.  GSV will be entitled to reimbursement from the BDC and the Company, as the case may be, for such expenses, subject to the BDC's limitations on reimbursement for organizational and offering expenses (the "Fund Expense Cap") as follows:

up to $500,000 to be reimbursed by the BDC and/or the Company, as the case may be, substantially current with the Closing;

any amounts incurred in excess of $500,000 to be reimbursed by the BDC and/or the Company, as the case may be, in four equal quarterly installments, with the first such installment due on March 31, 2017.

For the avoidance of doubt, unless otherwise agreed in writing, in no case will GSV be responsible for the cost or expenses of a proposed offering to be registered, or an offering registered, on SEC Form N-1A or Form N-2. 

For the avoidance of doubt, the Company, the BDC and all other Funds shall bear their own expenses except to the extent provided in this Agreement.

Set forth opposite the name of each Member listed on Exhibit A attached hereto is such Member's capital contribution, if any, to the Company.  Such contributions of the Members are referred to herein as "Capital Contributions."

Unless otherwise agreed in writing, the Members shall not be required to make additional Capital Contributions.

Book Value.  The Book Value with respect to any asset shall be the asset's adjusted basis for federal income tax purposes, except as follows:

The initial Book Value of any asset contributed by a Member to the Company shall be the fair market value of such asset at the time of contribution, as determined by the Board of Managers.

In the discretion of the Board of Managers, the Book Values of all Company assets may be adjusted to equal their respective fair market values, as determined by the Board of Managers, and the amount of such adjustment shall be treated as Net Income or Net Loss and allocated to the Capital Accounts of the Members pursuant to Paragraph 6.3 below as of the following times:  (A) the acquisition of an additional Member Interest in the Company by any new or existing Member in exchange for more than a de minimis Capital Contribution; (B) immediately prior to the issuance of any Member Interest that is a profits interest; and (C) the distribution by the Company to a Member of more than a de minimis amount of Company assets in connection with an adjustment of such Member's Member Interest in the Company.

The Book Values of all Company assets shall be adjusted to equal their respective fair market values, as determined by the Board of Managers, and the amount of such adjustment shall be treated as Net Income or Net Loss and allocated to the Capital Accounts of the Members pursuant to Paragraph 6.3 below, as of the following times:  (A) the date the Company is liquidated within the meaning of Treasury Regulation Section 1.704-1(b)(2)(ii)(g); and (B) the termination of the Company pursuant to the provisions of this Agreement.

The Book Values of the Company's assets shall be increased or decreased to the extent required under Treasury Regulation Section 1.704-1(b)(2)(iv)(m) in the event that the adjusted tax basis of the Company's assets is adjusted pursuant to Code Section 732, 734 or 743.

The Book Value of a Company asset shall be adjusted by the depreciation, amortization or other cost recovery deductions, if any, taken into account by the Company with respect to such asset in computing Net Income or Net Loss.

Capital Account.  An account maintained by the Company with respect to each Member in accordance with the following provisions:

the amount of money and the fair market value of any property contributed to the Company by such Member (in the case of a contribution of property, net of any liabilities secured by such property that the Company is considered to assume or hold subject to for purposes of Section 752 of the Code),

such Member's share of Net Income (or items thereof) pursuant to this Agreement, and

any other amounts required by Treasury Regulation Section 1.704-1(b), provided the Board of Managers determines that such increase is consistent with the economic arrangement among the Members as expressed in this Agreement;

the amount of money and the fair market value of any property distributed by the Company (determined as of the date of distribution) to such Member pursuant to the provisions of this Agreement (net of any liabilities secured by such property that such Member is considered to assume or hold subject to for purposes of Section 752 of the Code),

such Member's share of Net Loss (or items thereof) pursuant to this Agreement, and

any other amounts required by Treasury Regulation Section 1.704-1(b), provided the Board of Managers determines that such decrease is consistent with the economic arrangement among the Members as expressed in this Agreement.

Fiscal Year.  The Company's Fiscal Year shall commence on January 1 of each year and end on December 31 of such year or, if earlier, the date the Company terminated during such year.  The Board of Managers may at any time elect a different Fiscal Year if permitted by the Code and the applicable Treasury Regulations.

Interim Period.  If any interest in the Company is transferred, the Percentage Interest of any Member changes, a Member withdraws, a new Member is admitted to the Company other than on the first day of any fiscal quarter or if the Board of Managers shall so elect, the date of such event or election shall commence an Interim Period.  An Interim Period shall end on the last day of the fiscal quarter in which the Interim Period began or on the day immediately preceding the beginning of a new Interim Period, whichever is earlier.

Net Income and Net Loss.  The net book income or loss of the Company for any relevant period, as computed in accordance with federal income tax principles and as adjusted pursuant to the following provisions, under the method of accounting elected by the Company for federal income tax purposes (for the avoidance of doubt Net Income and Net Loss will be calculated after deduction of any guaranteed payments to the Members).  The net book income or loss of the Company shall be computed, inter alia, by:

including as income or deductions, as appropriate, any tax-exempt income and related expenses that are neither properly included in the computation of taxable income nor capitalized for federal income tax purposes;

including as a deduction when paid or incurred (depending on the Company's method of accounting) any amounts utilized to organize the Company or to promote the sale of (or to sell) an interest in the Company, except that amounts for which an election is properly made by the Company under Section 709(b) of the Code shall be accounted for as provided therein;

including as a deduction any losses incurred by the Company in connection with the sale or exchange of property notwithstanding that such losses may be disallowed to the Company for federal income tax purposes under the related party rules of Code Section 267(a)(1) or 707(b); and

calculating the gain or loss on disposition of Company assets and the depreciation, amortization or other cost recovery deductions, if any, with respect to the Company's assets by reference to their Book Value rather than their adjusted tax basis.

Percentage Interest.  The Percentage Interests of the Members shall be adjusted due to subsequent events (e.g., admission of Additional Members and withdrawal of Members) as contemplated in this Agreement, with any adjustments to be reflected in an amended Exhibit A which will be prepared by the Company.  All Member Interests shall be treated as fully vested for all purposes until, if ever, forfeited.  A Member who forfeits the Unvested Percentage will have no obligation to return previously received distributions with respect to such forfeited Unvested Percentage.

Net Income.  All Net Income, if any, of the Company for each Fiscal Year or Interim Period shall be allocated as follows:

Net Income shall be allocated to the Members to the extent and in reverse priority that items of Loss of the Company have been

Profit and credit shall then be allocated to each Member in accordance with each Member's Percentage Interest.

Net Loss.  All Net Loss, if any, of the Company for each Fiscal Year or Interim Period shall be allocated as follows:

Any Net Loss shall be allocated to the Members in accordance with each Member's Percentage Interest; provided, however, that any Net Loss that would cause an Adjusted Capital Account Deficit shall be reallocated to the other Members in proportion to their respective positive Capital Account balances (excluding the Members that would have an Adjusted Capital Account Deficit) and if no Members have a positive Capital Account balance, any remaining Net Loss shall be allocated to the Members on a pro rata basis based on the liabilities allocated to such Members in accordance with Section 752 and the regulations thereunder.

Additional Provisions.  Notwithstanding the above, the Board of Managers may make any other special allocation in order to more fairly reflect the intended substantial economic effect of such items and each Member's economic interest therein (such as in the case of any receipt of life insurance proceeds and use of such proceeds to redeem the interest of a deceased Member).

Immediately prior to any distribution in kind of Securities (or other assets) pursuant to any provision of this Agreement, the difference between the fair market value and the Book Value of any Securities (or other assets) distributed shall be allocated to the Capital Accounts of the Members as Net Income or Net Loss pursuant to Article VI.

Securities distributed in kind pursuant to this Paragraph 8.3 shall be subject to such conditions and restrictions as the Board of Managers determines are legally required.

Notwithstanding anything to the contrary herein, any distributions of cash and Securities that would otherwise be made to a Member may, in the discretion of the Board of Managers, be retained by the Company and applied to reduce the balance of any obligation owed by the Member to the Company.

Upon a Liquidity Event, a Member may sell, assign, pledge, mortgage or otherwise dispose of or transfer all or any portion of his, her or its Member Interest in the Company, subject to any applicable restriction pursuant to Rule 144 under the Securities Act.

A Member may sell, assign or otherwise transfer all or any portion of its Member Interest in the Company to (i) any Affiliate or (ii) to any successor or successors in interest to it in connection with any sale or transfer of all or substantially all of such Member's assets upon any sale or transfer of a majority in interest in such Member or any merger, consolidation or dissolution of such Member; provided, however, that any proposed sale, assignment or transfer pursuant to this paragraph to a successor or successor in interest that is investment fund or manager or adviser to any investment fund that has, intends to have or holds itself out as having more than 20% (calculated as to any one fund by aggregating all wholly owned subsidiaries of such fund) of its assets or business operations in, allocated, or dedicated to the business of providing debt capital to growth companies, such proposed sale, assignment or transfer shall require the consent of the Board of Managers.

The affairs of the Company shall be wound up, the Company shall be dissolved and the Board of Managers shall appoint a liquidator.

Distributions in dissolution may be made in cash or in kind or partly in cash and partly in kind.

The liquidator shall use his, her or its best judgment as to the most advantageous time for the Company to sell investments or to make distributions in kind provided that any such sales shall be made as promptly as is consistent with obtaining the fair value thereof.

The proceeds of dissolution shall be applied to payment of liabilities of the Company and distributed to the Members in the following order:

to the creditors of the Company in the order of priority established by law;

to the Members in respect of the positive balances in their Capital Accounts after all Net Income or Net Loss arising upon the liquidation have been allocated among the Members.

Admissions of Additional Members pursuant to this Agreement; or

Transfers of Members' interests pursuant to this Agreement.

For periods beginning prior December 31, 2017, ▇▇▇▇▇▇ shall be the Company's Tax Matters Partner under the Code ("TMP").

For periods after December 31, 2017, ▇▇▇▇▇▇ shall be the "partnership representative" within the meaning of as provided in Section 6223 of the Code (and any similar provisions under any applicable state or local or foreign tax laws) (the "Partnership Representative").  In the event any adjustment to any item of income, gain, loss, deduction or credit of the Company, or any Member's distributive share thereof, for a "reviewed year" (as defined in Code Section 6226(d)(1)) that would result in an imputed underpayment of the Company under Code Section 6225, each of the Company and each Member of the Company for the reviewed year agrees to timely take all actions under Code Section 6225(c) (and any Treasury Regulations or other IRS guidance issued thereunder) necessary (including filing amended tax returns) to eliminate such imputed underpayment.  To the extent that the Company is required to pay any tax as a result of an imputed underpayment, the Partnership Representative in

The TMP/Partnership Representative shall employ experienced tax counsel to represent the Company in connection with any audit or investigation of the Company by the Internal Revenue Service ("IRS") and in connection with all subsequent administrative and judicial proceedings arising out of such audit.  The fees and expenses of such, and all expenses incurred by the TMP/Partnership Representative in serving as the TMP/Partnership Representative, shall be Company expenses and shall be paid by the Company.  Notwithstanding the foregoing, it shall be the responsibility of the Members, at their expense, to employ tax counsel to represent their respective separate interests.  If the TMP/Partnership Representative is required by law or regulation to incur fees and expenses in connection with tax matters not affecting each of the Members, then the TMP/Partnership Representative may, in his sole discretion, seek reimbursement from or charge such fees and expenses to the Members on whose behalf such fees and expenses were incurred.  The TMP/Partnership Representative shall keep the Members informed of all administrative and judicial proceedings and shall furnish a copy of each notice or other communication received by the TMP/Partnership Representative from the IRS to each Member, except such notices or communications as are sent directly to such Member by the IRS.

The TMP/Partnership Representative shall have the right to resign by giving thirty (30) days' written notice to the Members.  Upon the resignation, dissolution or Bankruptcy of the TMP/Partnership Representative, a successor TMP/Partnership Representative shall be elected by the Majority in Interest.

To the fullest extent permitted by law, the Company agrees to indemnify the TMP/Partnership Representative and his agents and save and hold them harmless from and in respect to all (i) reasonable fees, costs and expenses in connection with or resulting from any claim, action or demand against the TMP/Partnership Representative or the Company that arise out of or in any way relate to the TMP/Partnership Representative's status as

Except as otherwise provided in this Paragraph or as otherwise required by the Code and the rules and Treasury Regulations promulgated thereunder, Company income, gain, loss, deduction, or credit for income tax purposes shall be allocated in the same manner the corresponding book items are allocated pursuant to this Agreement.

In accordance with Code Section 704(c) and the Treasury Regulations thereunder, income, gain, loss and deduction with respect to any asset contributed to the capital of the Company shall, solely for tax purposes, be allocated between the Members so as to take account of any variation between the adjusted basis of such property to the Company for federal income tax purposes and its initial Book Value.

In the event the Book Value of any Company asset is adjusted pursuant to the terms of this Agreement, subsequent allocations of income, gain, loss and deduction with respect to such asset shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Book Value in the same manner as under Code Section 704(c) and the Treasury Regulations thereunder.

present for approval to the BDC's board of directors or otherwise cause the BDC to take the following actions:

adopt, amend or approve any annual budget, operating budget or business plan; provided that the Oaktree Director will consent to the Approved Budget included as Exhibit F to the Agreement,

issue any debt or equity securities in excess of $25.0 million,

complete an initial public offering pursuant to a registration statement filed under the Securities Act of 1933, as amended, or any other applicable securities laws, or

amend, alter or repeal any of the formation documents of the BDC or to change the fundamental nature of the BDC that would negatively impact the Oaktree; or

permit the Company or any of its subsidiaries to:

commence any voluntary proceedings (or fail to object to any involuntary proceedings) under, or file any petition seeking relief under, Title 11 of the U.S. Code, as now constituted or hereafter amended, or any other U.S. federal or state bankruptcy, insolvency or similar law,

the making, execution, or delivery on behalf of the Company of any assignment for the benefit of creditors or any confession of judgment,

liquidate, dissolve, wind-up, effect any reorganization, reclassification, recapitalization or consolidation of the Company; provided, however, that such consent shall not be required in the event that the Company shall cease to be the adviser of the BDC,

authorize the issuance or sale, agree to issue or sell, or issue or sell to any Person any additional Member Interests other than additional Member Interests that are, by their terms, expressly equal to or subordinate to the distributions payable in respect of current Members, or

authorize or require Oaktree to make any additional Capital Contributions.

Each Member hereby waives, to the extent permitted by applicable law, all rights to object to or dissent from such Third Party Sale (including without limitation any dissenter's rights, appraisal rights or similar rights under Section 18-210 of the Delaware Act) and hereby agrees to consent to and raise no objections against such Third Party Sale.  The Company and the Members hereby agree to cooperate fully in any Third Party Sale and not to take any action prejudicial to or inconsistent with such Third Party Sale.

The Company shall provide a written notice (the "Drag-Along Notice") of the Third Party Sale to all Members. The Drag-Along Notice must set forth the consideration for each class or series of Member Interest to be paid in such Third Party Sale and the other terms and conditions of the Third Party Sale and include copies of the documents to be executed by the Members (collectively, "Ancillary Documents"), which may include, but not be limited to, transfer agreements, sale agreements, escrow agreements, consents, assignments, releases and waivers, non-solicitation agreements and confidentiality agreements. Not later than ten (10) days after receipt of the Drag-Along Notice, each of the Members shall deliver to the Company an unconditional agreement in writing to sell all of such Member's right, title and interest in such Member Interest pursuant to this Section 1.1 simultaneously with the consummation of such Third Party Sale against delivery to such Members of the consideration therefor and all Ancillary Documents required to be executed in connection with such Third Party Sale (the release of which may be conditioned upon consummation of the Third Party Sale).   In the event that any Member receives a Drag-Along Notice pursuant to this Section 1.1, such Member agrees to use its commercially reasonable efforts, in good faith and in a timely manner, to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable, under applicable laws and regulations (including, without limitation, to ensure that all appropriate legal and other requirements are met and all consents of third parties are obtained), to consummate the proposed transactions contemplated by this Section 1.1.  If any vote is required by applicable

The amount of consideration payable for purposes of this Section 1.1 shall be the Drag-Along Liquidation Value with respect to a Member's Member Interest being sold in the Third Party Sale.  The "Drag-Along Liquidation Value" for a Member shall be determined by taking the implied value of the Company's assets (as determined in the good faith, reasonable discretion of the Board of Managers, based on the value the acquirer is willing to pay in the Third Party Sale, such determination to be final and binding on the Members) and treating such amount as if it were distributed to the Members pursuant to Section 10.1(d) of the Agreement.

Notwithstanding the foregoing, a Member will not be required to comply with Section 1.1 in connection with any Third Party Third Party Sale unless: (i) any representations and warranties to be made by such Member in connection with the Third Party Sale are limited to representations and warranties related to authority, ownership and the ability to convey title to such Member's Interest; (ii) the Member shall not be liable for the inaccuracy of any representation or warranty made by any other Person in connection with the Third Party Sale, other than the Company (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any Member of any of identical representations, warranties and covenants provided by all Members); (iii) the liability for indemnification, if any, of such Member in the Third Party Sale and for the inaccuracy of any representations and warranties made by the Company or its Members in connection with such Third Party Sale, is several and not joint with any other Person (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any Member of any of identical representations, warranties and covenants provided by all Members), and is pro rata in proportion to, and does not exceed, the amount of consideration paid to such Member in connection with such Third Party Sale; and (iv) upon the consummation of the Third Party Sale, each holder of each class or series of the Company's Interests will receive the same form of consideration for their Interests as is received by other holders in respect of their same class or series of Interests.

Each Member hereby grants to the person then serving as the Chief Executive Officer of the Company a power-of-attorney to sign any and all agreements and instruments that are being executed in connection with a Third Party Sale pursuant to Section 1.1 and that are in accordance with

Prior to the consummation of the sale described in Section 2.1, the Selling Member shall deliver to the Company and each other Member a written notice (a "Sale Notice") of the proposed Tag-along Sale no more than ten (10) days after the execution and delivery by all the parties thereto of the definitive agreement entered into with respect to the Tag-along Sale and, in any event, no later than twenty (20) days prior to the closing date of the Tag-along Sale. The Tag-along Notice shall make reference to the Tag-along Members' rights hereunder and shall describe in reasonable detail:

the Percentage Interest to be sold by the Selling Member;

the name of the Tag-along Purchaser;

the purchase price and the other material terms and conditions of the Tag-along Sale, including a description of any non-cash consideration in sufficient detail to permit the valuation thereof;

the proposed date, time and location of the closing of the Tag-along Sale; and

a copy of any form of agreement proposed to be executed in connection therewith.

Each Tag-along Member shall exercise its right to participate in a sale of its Member Interests by the Selling Member by delivering to the Selling Member a written notice (a "Tag-along Notice") stating its election to do so and specifying the amount of its Member Interests to be sold by it no later than ten (10) days after receipt of the Sale Notice (the "Tag-along Period"). The offer of each Tag-along Member set forth in a Tag-along Notice shall be irrevocable, and, to the extent such offer is accepted, such Tag-along Member shall be bound and obligated to sell in the proposed sale on the terms and conditions set forth in this Article II. Each Tag-along Member shall have the right to sell in a Tag-along Sale a percentage of its

The Selling Member shall use its reasonable efforts to include in the proposed sale to the Tag-along Purchaser all of the Member Interests that the Tag-along Members have requested to have included pursuant to the applicable Tag-along Notices, it being understood that the Tag-along Purchaser shall not be required to purchase any Member Interest in excess of the amount set forth in the Sale Notice. In the event the Tag-along Purchaser elects to purchase less than all of the Member Interest sought to be sold by the Tag-along Members, the amount of Member Interest to be sold to the Tag-along Purchaser by the Selling Member and each Tag-along Member shall be reduced so that each such Member is entitled to sell its pro rata portion of the Member Interest the Tag-along Purchaser elects to purchase (which in no event may be less than the amount of Member Interest set forth in the Sale Notice).

Each Tag-along Member who does not deliver a Tag-along Notice in compliance with clause (b) above shall be deemed to have waived all of such Tag-along Member's rights to participate in such Tag-along Sale, and the Selling Member shall (subject to the rights of any participating Tag-along Member) thereafter be free to sell to the Tag-along Purchaser its Member Interest at a Tag-Along Price that is no greater than the Tag Along Price set forth in the Sale Notice and on other same terms and conditions which are not materially more favorable to the Selling Member than those set forth in the Sale Notice, without any further obligation to the non-accepting Tag-along Members. The "Tag-Along Price" means the price per 1% percent of the Selling Member's Percentage Interest proposed to be sold to the Tag-along Purchaser, calculated by dividing (A) the total sale price of the proposed sale by (B) the Percentage Interest to be acquired by the third party, each as set forth in the Sale Notice.

Each Member participating in a Tag-along Sale shall receive the same Tag-Along Price after deduction of such Member's proportionate share of the related expenses in accordance with paragraph (f) below.

Each Tag-along Member shall make or provide the same representations, warranties, covenants, indemnities and agreements as the Selling Member makes or provides in connection with the Tag-along Sale (except that in the case of representations, warranties, covenants, indemnities and agreements pertaining specifically to the Selling Member, the Tag-along Member shall make the comparable representations, warranties, covenants, indemnities and agreements pertaining specifically to itself);

The fees and expenses of the Selling Member incurred in connection with a Tag-along Sale and for the benefit of all Tag-along Members (it being understood that costs incurred by or on behalf of the Selling Member for its sole benefit will not be considered to be for the benefit of all Tag-along Members), to the extent not paid or reimbursed by the Company or the Tag-along Purchaser, shall be shared by all the Tag-along Members on a pro rata basis, based on the consideration received by each Tag-along Member; provided, that no Tag-along Member shall be obligated to make any out-of-pocket expenditure prior to the consummation of the transaction consummated pursuant to this Article II.

Each Tag-along Member shall take all actions as may be reasonably necessary to consummate the Tag-along Sale, including, without limitation, entering into agreements and delivering certificates and instruments, in each case, consistent with the agreements being entered into and the certificates being delivered by the Selling Member.

The Selling Member shall have ninety (90) days following the expiration of the Tag-along Period in which to sell the Member Interest described in the Sale Notice, on terms not more favorable to the Selling Member than those set forth in the Sale Notice (which such ninety (90) day period may be extended for a reasonable time not to exceed one hundred and twenty (120) days to the extent reasonably necessary to obtain any required regulatory approvals). If at the end of such period the Selling Member has not completed the Tag-along Sale, the Selling Member may not then effect a sale of its Member Interest subject to this Article II without again fully complying with the provisions of this Article II.

If the Selling Member sells or otherwise transfers to the Tag-along Purchaser any of its Member Interest in breach of this Article II, then each Tag-along Member shall have the right to sell to the Selling Member, and the Selling Member undertakes to purchase from each Tag-along Member, the amount of Member Interest that such Tag-along Member would have had the right to sell to the Tag-along Purchaser pursuant to this Article II, for a Tag-Along Price in the amount and form of consideration and upon the term and conditions on which the Tag-along Purchaser bought such Member Interest from the Selling Member, but without indemnity being granted by any Tag-along Member to the Selling Member; provided, that nothing contained in this Article II shall preclude any Member from

A Leaving Member's entire Member Interest, if purchased, will be purchased at a price equal to the positive amount (if any) determined as follows (the "Purchase Price"):

an amount equal to the product of (x) the amount that would be distributed to the Leaving Member in the event that the Company sold all of its assets for the then current fair market value and was liquidated multiplied by (y) of the Leaving Member's Vested Percentage;

reduced, by an amount determined by the Board of Managers, in good faith (and without limiting any other right or remedy of the Company under this Agreement, at law or in equity), to be the damages to the Company resulting from the Leaving Member's actions constituting "Cause," as determined by the Board of

further reduced by any indebtedness of the Leaving Member to the Company.

The fair market value of all of the Company's asset's shall be determined by a single, independent appraiser experienced in valuing businesses such as the Company selected by the Board of Managers.  The valuation shall be based upon the price which a willing buyer, being under no compulsion to buy, would pay for the assets of the Company and which a willing seller, being under no compulsion to sell, would accept for such assets.  The Company will pay the cost of such appraiser and will use reasonable efforts to obtain and provide a written appraisal report within thirty (30) days after selecting the appraiser.

The Leaving Member will have a period of ten (10) days after receipt of the initial appraisal under Section 3.3(b) to review the appraisal and to object to its use in calculating the Purchase Price of the Leaving Member's Member Interest.  If the Leaving Member fails to notify the Company of any objection, then the appraisal value will be used in the calculation under Section 3.3(a).  If the Leaving Member provides timely notice of its objection, then the Leaving Member will have ten (10) days from the notice to select a second, single, independent appraiser experienced in valuing businesses such as the Company to establish an alternative substitute valuation for the Company in accordance with the standard set forth above.  The Leaving Member will pay the cost of such second appraiser and will use reasonable efforts to obtain and provide a written appraisal report within thirty (30) days after selecting the appraiser.

If the valuation determined by each of the appraisers is the same, such value will be used in the calculation under Section 3.3(a).  If the values are not the same, then the average of the appraisals will be used in the calculation under Section 3.3(a), so long as the higher of the two appraisals is no more than 120% of the lower appraisal.

If the higher of the two appraisals is more than 120% of the lower appraisal, then the Board of Managers (excluding the Leaving Member) and the Leaving Member shall select a third appraiser who will use reasonable efforts to obtain and provide a third written appraisal within thirty (30) days after selection, and the value to be used in the calculation

Only good faith, bona fide appraisals, completed in writing and delivered to the Company and the Leaving Member will be considered valid for purposes of Section 3.3.  The Company will allow its books, records, and operations to be available for review by all chosen appraisers for the purposes of valuing the Company.  In all cases, appraisals will exclude the value of any life insurance proceeds paid or payable to the Company to fund purchases of a Leaving Member's Member Interest.

In addition to the rights set forth in Section 3.3, a Leaving Member whose Purchase Price was reduced by any amount under Section 3.3(a)(2) will have the right to challenge the reduction (and only the reduction) under such clause at any time within the thirty (30) days following notice of such reduction.  Subject to such right, the Purchase Price resulting under Section 3.3, will be final, conclusive and binding, and the Leaving Member and the Company expressly waive the right to challenge the Purchase Price, as established hereunder, judicially or otherwise.

The reduction called for under Section 3.3(a)(2) is not an exclusive remedy, and shall not (and nothing else herein shall) preclude the Company or any Member from pursuing any other right or remedy available under this Agreement, at law or in equity upon the occurrence of any of the events specified therein.

The Leaving Member and the Company agree that the Purchase Price shall be treated as a Code Section 736(a) payment to the maximum extent permitted pursuant to the Code.

in full, on the closing date, unless;

the Board of Managers determines in good faith that the Company is unable to pay such amount out of available funds and that financing for such amount is not available on commercially reasonable terms then it

provided, however, that all such amounts may be subject to subsequent reduction pursuant to Section 3.3(a)(2).

for all purchases triggered by events other than the Leaving Member's death, the closing will be held not later than sixty (60) days after the Option Exercise Notice is given by the Company under Section 3.1; and,

for all purchases triggered by a Leaving Member's death, the closing will be held not later than (i) sixty (60) days after the Leaving Member's death; (ii) sixty (60) days after the qualification of the Leaving Member's personal representative; or (iii) if the Company is the beneficiary of an

All closings will be held at the principal offices of the Company, unless otherwise agreed.  On the closing date, the Company and the Leaving Member or the Leaving Member's representative shall execute such documents and instruments of conveyance as may be necessary or appropriate to confirm the redemption of the Leaving Member's Member Interest, the cancellation of any other Member Interest of the Leaving Member, the withdrawal of the Leaving Member as a Member, and the assumption by the Company of all liabilities of the Leaving Member with respect to the Company (and, to the extent the Company is unable, using commercially reasonable efforts, to secure the release of a Leaving Member's personal guarantee with respect to any Company debt, the Company will agree to indemnify and hold the Leaving Member harmless with respect to such Company debt).