TriplePoint Venture Growth (TPVG) Risk Factors

We could experience fluctuations in our quarterly operating results due to a number of factors, including our originations and underwriting processes, the interest rate payable on the secured loans we acquire, any prepayments or repayments made on our secured loans, the timing and amount of any warrant or equity investment returns, the timing of any drawdowns requested by our borrowers, the level of our expenses, variations in and the timing of the recognition of realized and unrealized gains or losses, the degree to which we encounter competition in our markets and general economic conditions. In light of these factors, results for any period should not be relied upon as being indicative of performance in future periods.

During the three months ended September 30, 2022, we issued 46,412 shares of common stock under our dividend reinvestment plan. These issuances were not subject to the registration requirements under the Securities Act of 1933, as amended. The cash paid for shares of common stock issued under our dividend reinvestment plan during the three months ended September 30, 2022 was $0.5 million. Item 3.    Defaults Upon Senior Securities None. Item 4.    Mine Safety Disclosures Not applicable. Item 5.    Other Information FEES AND EXPENSES The following table is being provided to update, as of September 30, 2022, certain information in the Company's effective shelf registration statement on Form N-2 (File No. 333-254802), declared effective by the SEC on May 26, 2021, as supplemented by any prospectus supplements relating to our ATM Program. The information is intended to assist you in understanding the costs and expenses that an investor in the Company will bear directly or indirectly. We caution you that some of the percentages indicated in the table below are estimates and may vary. Except where the context suggests otherwise, whenever this Quarterly Report on Form 10-Q contains a reference to fees or expenses paid by "you," "us" or "the Company," or that "we" will pay fees or expenses, our stockholders will indirectly bear such fees or expenses as investors in us. Except as noted below, the following annualized percentages were calculated based on actual expenses incurred in the nine months ended September 30, 2022 and net assets as of September 30, 2022, and do not include events occurring subsequent thereto. The table and examples below include all fees and expenses of our consolidated subsidiaries.Stockholder Transaction Expenses:Sales load payable by us (as a percentage of offering price)2.00 %(1)Offering expenses (as a percentage of offering price)0.50 %(2)Dividend reinvestment plan expenses- %(3)Total Stockholder Transaction Expenses (as a percentage of offering price)2.50 %Annual Expenses (as percentage of net assets attributable to common stock):Base management fee payable under the Investment Advisory Agreement3.45 %(4)Incentive fee payable under the Investment Advisory Agreement (20% of net investment income and realized capital gains)1.99 %(5)Interest payments on borrowed funds5.49 %(6)Other expenses1.44 %(7)Total annual expenses12.37 %__________(1)     The maximum agent commission with respect to the shares of our common stock sold under the ATM Program is 2.00%. In the event that our securities are sold to or through underwriters, a corresponding prospectus or prospectus supplement will disclose the applicable sales load.(2)    The percentage reflects estimated offering expenses of approximately $250,000 payable by us for the estimated duration of the ATM Program and assumes we sell all $50.0 million of common stock initially available for sale under the ATM Program.(3) The expenses of the dividend reinvestment plan are included in "Other expenses." The plan administrator's fees will be paid by us. We will not charge any brokerage charges or other charges to stockholders who participate in the plan. However, your own broker may impose brokerage charges in connection with your participation in the plan. (4) Our base management fee, payable quarterly in arrears, is calculated at an annual rate of 1.75% of our average adjusted gross assets, including assets purchased with borrowed amounts and other forms of leverage. See "Business-Management Agreements-Investment Advisory Agreement" in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 for more information.(5) Assumes that annual incentive fees earned by our Adviser remain consistent with the incentive fees that would have been earned by our Adviser (if not for the cumulative "catch-up" provision explained below) for the nine months ended September 30, 2022 adjusted for any equity issuances. The incentive fee consists of two components, investment income and capital gains, which are largely independent of each other, with the result that one component may be payable even if the other is not payable. Under the investment income component, we pay our Adviser each quarter 20.0% of the amount by which our pre-incentive fee net investment income for the quarter exceeds a hurdle rate of 2.0% (which is 8.0% annualized) of our net assets at the end of the immediately preceding calendar quarter, subject to a "catch-up" provision pursuant to which our Adviser receives all of such income in excess of the 2.0% level but less than 2.5% and subject to a total return requirement. The effect of the "catch-up" provision is that, subject to the total return provision discussed below, if pre-incentive fee net investment income exceeds 2.5% in any calendar quarter, our Adviser receives 20.0% of our pre-incentive fee net investment income as if the 2.0% hurdle rate did not apply. The foregoing incentive fee is subject to a total return requirement, which provides that no incentive fee in respect of our pre-incentive fee net investment income is payable except to the extent that 20.0% of the cumulative net increase in net assets resulting from operations since March 5, 2014 exceeds the cumulative incentive fees accrued and/or paid since March 5, 2014. In other words, any investment income incentive fee that is payable in a calendar quarter will be limited to the lesser of (i) 20.0% of the amount by which our pre-incentive fee net investment income for such calendar quarter exceeds the 2.0% hurdle rate, subject to the "catch-up" provision and (ii) (x) 20.0% of the cumulative net increase in net assets resulting from operations since March 5, 2014 minus (y) the cumulative incentive fees accrued and/or paid since March 5, 2014. For the foregoing purpose, the "cumulative net increase in net assets resulting from operations" is the sum of our pre-incentive fee net investment income, realized gains and losses and unrealized appreciation and depreciation since March 5, 2014. Under the capital gains component of the incentive fee, we pay our Adviser at the end of each calendar year 20.0% of our aggregate cumulative realized capital gains from inception through the end of that year, computed net of our aggregate cumulative realized capital losses and our aggregate cumulative unrealized depreciation through the end of such year, less the aggregate amount of any previously paid capital gain incentive fees. For the foregoing purpose, our "aggregate cumulative realized capital gains" does not include any unrealized appreciation. It should be noted that we accrue an incentive fee for accounting purposes taking into account any unrealized appreciation in accordance with GAAP. The capital gains component of the incentive fee is not subject to any minimum return to stockholders.(6) "Interest payments on borrowed funds" represent our estimated annual interest payment, fees and credit facility expenses and are based on results of operations for the nine months ended September 30, 2022 (annualized), including with respect to the Credit Facility, the 2025 Notes, the 2026 Notes, and the 2027 Notes. The costs associated with any outstanding indebtedness are indirectly borne by our common stockholders. The amount of leverage we employ at any particular time will depend on, among other things, the Board and our Adviser's assessment of the market and other factors at the time at any proposed borrowing. We may also issue preferred stock, subject to our compliance with applicable requirements under the 1940 Act. (7) "Other expenses" (approximately $6.5 million) represent our estimated amounts for the current fiscal year, which are based upon the results of our operations for the nine months ended September 30, 2022, including payments under the Administration Agreement based on our allocable portion of overhead and other expenses incurred by our Administrator. Example The following example demonstrates the projected dollar amount of total cumulative expenses over various periods with respect to a hypothetical investment in our common stock. In calculating the following expense amounts, we have assumed we would have no additional leverage and that our annual operating expenses would remain at the levels set forth in the table above. 1 Year3 Years5 Years10 YearsYou would pay the following expenses on a $1,000 investment, assuming a 5%          annual return (1)$129 $315 $482 $826 You would pay the following expenses on a $1,000 investment, assuming a 5%          annual return entirely from realized gains$139 $340 $515 $866 __________________(1) Assumes no return from net realized capital gains or net unrealized capital appreciation. While the example assumes, as required by the SEC, a 5% annual return, our performance will vary and may result in a return greater or less than 5%. As noted, the example includes the realized capital gains fee from the Investment Advisory Agreement but does not include the income incentive fee under the Investment Advisory Agreement, which, assuming a 5% annual return, would either not be payable or have an immaterial impact on the expense amounts shown above. If we achieve sufficient returns on our investments to trigger an incentive fee of a material amount, our expenses, and returns to our investors, would be higher. Further, while the example assumes reinvestment of all distributions at NAV, participants in our dividend reinvestment plan will receive a number of shares of our common stock determined by dividing the total dollar amount of the distribution payable to a participant by (a) 95% of the market price per share of our common stock at the close of trading on the payment date fixed by the Board in the event that newly issued shares of our common stock are used to implement the dividend reinvestment plan, or (b) the average purchase price of all shares of common stock purchased by the plan administrator in the event that shares are purchased in the open market to implement the requirements of the dividend reinvestment plan, which may be at, above or below NAV. This example and the expenses in the table above should not be considered a representation of our future expenses, and actual expenses (including the cost of debt, if any, and other expenses) may be greater or less than those shown. PRICE RANGE OF COMMON STOCK AND DISTRIBUTIONS Our common stock is traded on the NYSE under the symbol "TPVG." The following table sets forth, for each fiscal quarter during the last two full fiscal years and the current fiscal year to date, the NAV per share of our common stock, the high and low closing sales prices for our common stock, such sales prices as a percentage of NAV per share and quarterly distributions per share.Closing Sales Price(2)Premium/ (Discount) of High Sales Price to NAV(3)Premium/ (Discount) of Low Sales Price to NAV(3)Declared DistributionsPeriodNAV(1)HighLowFourth Quarter of 2022 (through November 1, 2022)*$12.87$10.99**$0.37 Third Quarter of 2022$12.6943200498838$14.47$10.4614.0 %(17.6)%$0.36 Second Quarter of 2022$13.01$17.88$12.1737.4%(6.5)%$0.36 First Quarter of 2022$13.84$18.07$15.8030.6%14.2%$0.36 Fourth Quarter of 2021$14.01$19.05$15.9036.0%13.5%$0.36 Third Quarter of 2021$13.92$16.20$15.0216.4%7.9%$0.36 Second Quarter of 2021$13.03$16.71$14.1728.2%8.7%$0.36 First Quarter of 2021$13.00$15.13$12.8316.4%(1.3)%$0.36 Fourth Quarter of 2020$12.97$13.56$10.494.5%(19.1)%$0.46(4)Third Quarter of 2020$13.28$12.48$9.58(6.0)%(27.9)%$0.36 Second Quarter of 2020$13.17$11.55$4.69(12.3)%(64.4)%$0.36 First Quarter of 2020$12.85$14.42$2.9012.2%(77.4)%$0.36 __________(1) NAV per share is determined as of the last day in the relevant quarter and therefore may not reflect the NAV per share on the date of the high and low          sales prices. The NAVs shown are based on outstanding shares at the end of each period.(2) Closing sales price as provided by the NYSE.(3) Calculated as of the respective high or low closing sales price divided by the quarter end NAV and subtracting 1.(4) Includes a $0.10 per share special distribution. *     Not determinable at the time of filing, as NAV has not yet been determined for the fourth quarter of 2022. On November 1, 2022, the reported closing sales price of our common stock was $12.72 per share. As of November 1, 2022, we had 8 stockholders of record, which did not include stockholders for whom shares are held in "nominee" or "street name". Shares of BDCs may trade at a market price that is less than the value of the net assets attributable to those shares. The possibility that shares of our common stock will trade at a discount from NAV or at premiums that are unsustainable over the long term are separate and distinct from the risk that our NAV will decrease. It is not possible to predict whether the shares offered hereby will trade at, above or below NAV.

Our portfolio consists of investments in companies that have relatively limited operating histories. Generally, very little public information exists about these companies, and we are required to rely on the ability of our Adviser to obtain adequate information to evaluate the potential returns from investing in these companies. If we are unable to uncover all material information about these companies, we may not make a fully informed investment decision, and we may lose money on our investments. These companies may be particularly vulnerable to U.S. and foreign economic downturns such as the recent recession and may have limited access to capital. These businesses also frequently have less diverse product lines and a smaller market presence than larger competitors and may experience substantial variations in operating results. They may face intense competition, including from companies with greater financial, technical, operational and marketing resources, and typically depend upon the expertise and experience of a single individual executive or a small management team. Our success depends, in large part, upon the abilities of the key management personnel of our portfolio companies, who are responsible for the day-to-day operations of our portfolio companies. Competition for qualified personnel is intense at any stage of a company's development. The loss of one or more key managers can hinder or delay a company's implementation of its business plan and harm its financial condition. Our portfolio companies may not be able to attract and retain qualified managers and personnel. Any inability to do so may negatively affect our investment returns. In addition, our existing and future portfolio companies may compete with each other for investment or business opportunities and the success of one could negatively impact the other. Furthermore, some of our portfolio companies do business in regulated industries and could be affected by changes in government regulation. Accordingly, these factors could impair their cash flow or result in other events, such as bankruptcy, which could limit their ability to repay their obligations to us, and may materially and adversely affect the return on, or the recovery of, our investment. As a result, we may lose our entire investment in any or all of our portfolio companies.