Form 8-K

8-K — Trinity Capital Inc.

Accession: 0001213900-26-053385

Filed: 2026-05-07

Period: 2026-05-07

CIK: 0001786108

Item: Entry into a Material Definitive Agreement

Item: Financial Statements and Exhibits

Documents

8-K — ea0289489-01_8k.htm (Primary)

EX-5.1 — EXHIBIT 5.1 (ea028948901_ex5-1.htm)

EX-10.1 — EXHIBIT 10.1 (ea028948901_ex10-1.htm)

EX-10.2 — EXHIBIT 10.2 (ea028948901_ex10-2.htm)

EX-10.3 — EXHIBIT 10.3 (ea028948901_ex10-3.htm)

EX-10.4 — EXHIBIT 10.4 (ea028948901_ex10-4.htm)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities

Exchange Act of 1934

Date of Report (Date of earliest event reported):

May 7, 2026

TRINITY CAPITAL INC.

(Exact name of Registrant as Specified in Its Charter)

Maryland

001-39958

35-2670395

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

1 N. 1st Street

Suite 302

Phoenix, Arizona

85004

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including

Area Code: (480) 374-5350

Not Applicable

(Former Name or Former Address, if Changed Since

Last Report)

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant

to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to

Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications

pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications

pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.001 per share

TRIN

Nasdaq Global Select Market

7.875% Notes Due 2029

TRINZ

Nasdaq Global Select Market

7.875% Notes Due 2029

TRINI

Nasdaq Global Select Market

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ☐

If an emerging growth company, indicate by check

mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting

standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement.

On May 7, 2026, Trinity

Capital Inc. (the “Company”) entered into (i) an open market sale agreement with Jefferies LLC (“Jefferies”),

as sales agent and/or principal thereunder, (ii) an open market sale agreement with B. Riley Securities, Inc. (“B. Riley”),

as sales agent and/or principal thereunder, (iii) an open market sale agreement with Keefe, Bruyette & Woods, Inc. (“KBW”),

as sales agent and/or principal thereunder, and (iv) an open market sale agreement with Compass Point Research & Trading, LLC (“Compass”

and together with Jefferies, B. Riley and KBW, the “Sales Agents”), as sales agent and/or principal thereunder. The open market

sale agreements with the Sales Agents described in the preceding sentence are collectively referred to herein as the “Sales Agreements.”

Under the Sales Agreements, the Company may, but has no obligation to, issue and sell, from time to time, up to $300,000,000 in aggregate

offering price of shares (the “Shares”) of its common stock, par value $0.001 per share, through the Sales Agents, or to it,

as principal for its own account. The Company intends to use substantially all of the net proceeds from this “at-the-market”

offering to make investments in accordance with its investment objective and investment strategy and for general corporate purposes.

Sales of the Shares, if any,

will be made under the prospectus supplement, dated May 7, 2026 (the “Prospectus Supplement”), as may be supplemented

from time to time, and the accompanying prospectus, August 11, 2025 (together with the Prospectus Supplement, including any documents

incorporated or deemed to be incorporated by reference therein, the “Prospectus”) by any method permitted by law and deemed

to be part of an “at-the-market” offering as defined in Rule 415 under the Securities Act of 1933, as amended, including,

without limitation, sales made directly on or through the Nasdaq Global Select Market, or similar securities exchange, or sales made to

or through a market maker other than on an exchange, at market prices prevailing at the time of sale, at prices related to prevailing

market prices or at other negotiated prices.

Under the terms of the Sales

Agreements, each Sales Agent will receive a commission from the Company equal to up to 2.00% of the gross sales price of any Shares sold

through the Sales Agent under the Sales Agreements and reimbursement of certain expenses. The Sales Agreements contain customary representations,

warranties and agreements of the Company, indemnification rights and obligations of the parties, and termination provisions.

Further details regarding

the Sales Agreements and the “at-the-market” offering are set forth in the Prospectus filed by the Company with the Securities

and Exchange Commission on May 7, 2026.

The Shares, if any, will be

offered, issued and sold pursuant to the Company’s automatic shelf registration statement on Form N-2 (File No. 333-289495), the

prospectus, dated August 11, 2025, contained therein, and the Prospectus Supplement.

The foregoing description

of the Sales Agreements is not complete and is qualified in its entirety by reference to the full text of the Sales Agreements, copies

of which are attached hereto as Exhibit 10.1, Exhibit 10.2, Exhibit 10.3 and Exhibit 10.4 and incorporated herein by reference.

This Current Report on Form

8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of these securities

in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under

the securities laws of any such state or other jurisdiction.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

5.1

Opinion of Dechert LLP.

10.1

Open Market Sale Agreement, dated May 7, 2026, by and between Trinity Capital Inc. and Jefferies LLC.

10.2

Open Market Sale Agreement, dated May 7, 2026, by and between Trinity Capital Inc. and B. Riley Securities, Inc.

10.3

Open Market Sale Agreement, dated May 7, 2026, by and between Trinity Capital Inc. and Keefe, Bruyette & Woods, Inc.

10.4

Open Market Sale Agreement, dated May 7, 2026, by and between Trinity Capital Inc. and Compass Point Research & Trading, LLC

23.1

Consent of Dechert LLP (contained in Exhibit 5.1 hereto).

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities

Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Trinity Capital Inc.

May 7, 2026

By:

/s/ Kyle Brown

Name:

Kyle Brown

Title:

Chief Executive Officer, President

and Chief Investment Officer

EX-5.1 — EXHIBIT 5.1

EX-5.1

Filename: ea028948901_ex5-1.htm · Sequence: 2

Exhibit 5.1

Dechert LLP

1900 K Street, N.W.

Washington, DC 20006-1110

+1 202 261 3300 Main

+1 202 261 3333 Fax

May 7, 2026

1 N. 1st Street

Suite 302

Pheonix, Arizona 85004

Re:

Trinity Capital Inc.

Ladies and Gentlemen:

We have acted as counsel to Trinity Capital

Inc., a Maryland corporation (the “Company”), in connection with the preparation and filing of a Registration

Statement on Form N-2 (File No. 333-289495) (the “Registration Statement”), which became immediately effective

upon filing with the U.S. Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933,

as amended (the “Securities Act”) on August 11, 2025, and the prospectus supplement, dated May 7, 2026

(the “Prospectus Supplement” and, together with the base prospectus, dated as of August 11, 2025, included in the

Registration Statement, the “Prospectus”) in connection with the sale from time to time by the Company of shares

of common stock, par value $0.001 per share (the “Common Stock”), of the Company with an aggregate offering price

of up to $300,000,000 (the “Shares”), filed with the Commission pursuant to Rule 424 and Rule 430B under the

Securities Act.

This opinion letter is being furnished to the Company

in accordance with the requirements of Item 25 of Form N-2 under the Securities Act, and we express no opinion herein as to any matter

other than as to the legality of the Shares.

In rendering the opinion expressed below, we have

examined and relied on originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records

and other instruments and such agreements, certificates and receipts of public officials, certificates of officers or other representatives

of the Company and others, and such other documents as we have deemed necessary or appropriate as a basis for the opinion set forth below,

including the following documents:

(i)

the Registration Statement;

(ii)

the Articles of Amendment and Restatement of the Company, certified as of a recent date by the State Department of Assessments and Taxation of the State of Maryland (“SDAT”);

(iii)

the Bylaws of the Company, certified as of a recent date by the Secretary of the Company;

(iv)

the (i) open market sale

agreement, dated as of May 7, 2026, by and between the Company and Jefferies LLC, the (ii) open market sale agreement, dated

as of May 7, 2026, by and between the Company and B. Riley Securities, Inc., the (iii) open market sale agreement, dated as

of May 7, 2026, by and between the Company and Keefe, Bruyette & Woods, Inc. and the (iv) open market sale agreement,

dated as of May 7, 2026, by and between the Company and Compass Point Research & Trading, LLC (together, the “Sales

Agreements”);

(v)

a certificate from the SDAT as to the existence and good standing of the Company dated as of a recent date; and

(vi)

resolutions of the board of directors of the Company relating to, among other things, the (a) authorization and approval of the preparation and filing of the Registration Statement and Prospectus, (b) authorization and approval of the preparation, execution and delivery of the Sales Agreements, and (c) authorization, issuance, offer and sale of the Shares pursuant to the Prospectus, certified as of the date hereof by the Secretary of the Company.

May 7, 2026

Page 2

As to the facts upon which this opinion letter is

based, we have relied, to the extent we deem proper, upon certificates of public officials and certificates and written statements of

agents, officers, directors and representatives of the Company.

In our examination, we have assumed the genuineness

of all signatures, the authenticity of all documents submitted to us as original documents and the conformity to original documents of

all documents submitted to us as copies. In addition, we have assumed (i) the legal capacity of all natural persons and (ii) the legal

power and authority of all persons signing on behalf of the parties to such documents (other than the Company).

On the basis of the foregoing and subject to the assumptions

and qualifications set forth in this opinion letter, we are of the opinion that when (i) the Sales Agreements have been duly executed

and delivered by the parties thereto and (ii) the Shares are (a) issued and delivered against receipt by the Company of payment therefor

at a price per Share not less than the par value per share of the Common Stock as contemplated by the Registration Statement and the Prospectus

contained therein and in accordance with the terms of the Sales Agreements, and (b) if applicable, countersigned by the Company’s

transfer agent, the Shares will be validly issued, fully paid and nonassessable.

The opinion expressed herein is limited to the Maryland

General Corporation Law. We express no opinion as to compliance with the 1940 Act or other federal securities laws, or state securities

laws, including the securities laws of the State of Delaware. We are members of the bar of the State of New York.

This opinion letter has been prepared for your use

solely in connection with the Registration Statement. We assume no obligation to advise you of any changes in the foregoing subsequent

to the date of this opinion letter.

We hereby consent to the filing of this opinion

letter as an exhibit to the Company’s Current Report on Form 8-K filed with the Commission on May 7, 2026 and to the

reference to this firm under the caption “Legal Matters” in the Prospectus Supplement. In giving such consent, we do not

thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules

and regulations of the Commission thereunder.

Very truly yours,

/s/ Dechert LLP

EX-10.1 — EXHIBIT 10.1

EX-10.1

Filename: ea028948901_ex10-1.htm · Sequence: 3

Exhibit 10.1

Execution Version

OPEN MARKET SALE AGREEMENT[SM]1

May 7, 2026

Jefferies LLC

520 Madison Avenue

New York, New York 10022

Ladies and Gentlemen:

Trinity Capital Inc., a Maryland

corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from time

to time through Jefferies LLC, as sales agent and/or principal (the “Sales Agent”), shares of the Company’s common

stock, par value $0.001 per share (the “Common Shares”), having an aggregate offering price of up to $300,000,000 on

the terms set forth in this agreement (this “Agreement”).

The Company has also entered

into separate sales agreements in substantially similar form to this Agreement, of even date herewith (the “Other Sales Agreements”),

with each of B. Riley Securities, Inc., Keefe, Bruyette & Woods, Inc. and Compass Point Research & Trading, LLC (the “Other

Sales Agents”) for the issuance and sale from time to time through the Other Sales Agents of Shares on the terms set forth in

the Other Sales Agreements. The Sales Agent and the Other Sales Agents are collectively referred to herein as the “Sales Agents.”

This Agreement and the Other Sales Agreements are collectively referred to herein as the “Sales Agreements.” The aggregate

gross sales price of the Shares that may be sold collectively pursuant to this Agreement and the Other Sales Agreements shall not exceed

the Maximum Program Amount (as defined herein).

Section 1. DEFINITIONS

(a) Certain Definitions.

For purposes of this Agreement, capitalized terms used herein and not otherwise defined shall have the following respective meanings:

“Affiliate”

of a Person means another Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under

common control with, such first- mentioned Person. The term “control” (including the terms “controlling,” “controlled

by” and “under common control with”) means the possession, direct or indirect, of the power to direct or cause the direction

of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

“Agency Period”

means the period commencing on the date of this Agreement and expiring on the earliest to occur of (x) the date on which the Sales Agents

shall have placed the Maximum Program Amount pursuant to the Sales Agreements and (y) the date this Agreement is terminated pursuant to

‎Section 7.

“Commission”

means the U.S. Securities and Exchange Commission.

“Exchange Act”

means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder.

“Floor Price”

means the minimum price set by the Company in the Issuance Notice at which the Sales Agent shall not sell Shares during the applicable

period set forth in the Issuance Notice, which may be adjusted by the Company at any time during the period set forth in the Issuance

Notice by delivering written notice of such change to the Sales Agent and which in no event shall be less than $1.00 without the prior

written consent of the Sales Agent, which may be withheld in the Sales Agent’s sole discretion, or less than the Company’s

then current net asset value per share.

1 SM “Open Market Sales Agreement”

is a service mark of Jefferies LLC.

“Investment Company

Act” means the Investment Company Act of 1940, as amended, and the rules and regulations thereunder.

“Issuance Amount”

means the aggregate Sales Price of the Shares to be sold by the Sales Agent pursuant to any Issuance Notice.

“Issuance Notice”

means a written notice delivered to the Sales Agent by the Company in accordance with this Agreement in the form attached hereto as Exhibit

A that is executed by its Chief Executive Officer, President, Chief Financial Officer or General Counsel.

“Issuance Notice

Date” means any Trading Day during the Agency Period on which a Sales Issuance Notice is delivered pursuant to ‎Section

3(b)(i).

“Issuance Price”

means the Sales Price less the Selling Commission.

“Maximum Program

Amount” means Common Shares with an aggregate Sales Price of the lesser of (a) the number or dollar amount of Common Shares

registered under the effective Registration Statement (defined below) pursuant to which the offering is being made, if applicable, (b)

the number of authorized but unissued Common Shares (less Common Shares issuable upon exercise, conversion or exchange of any outstanding

securities of the Company or otherwise reserved from the Company’s authorized capital stock), (c) the number or dollar amount of

Common Shares authorized for issuance and sale by the Company’s board of directors for the offering pursuant to this Agreement,

or (d) the number or dollar amount of Common Shares for which the Company has filed a Prospectus (defined below).

“Other Issuance Notice”

means a written notice delivered to the Other Sales Agents by the Company in accordance with the Other Sales Agreements in the form set

forth in the Other Sales Agreements.

“Person”

means an individual or a corporation, partnership, limited liability company, trust, incorporated or unincorporated association, joint

venture, joint stock company, governmental authority or other entity of any kind.

“Principal Market”

means the Nasdaq Global Select Market or such other national securities exchange on which the Common Shares, including any Shares, are

then listed.

“Rule 462(b) Registration

Statement” means any registration statement on Form N-2 filed by the Company with the Commission pursuant to Rule 462(b) under

the Securities Act.

“Sales Issuance Notice”

means an Issuance Notice or an Other Issuance Notice.

“Sales Price”

means the actual sale execution price of each Share placed by the Sales Agent pursuant to this Agreement.

“Securities Act”

means the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder.

“Selling Commission”

means up to two percent (2.00%) of the gross proceeds of Shares sold pursuant to this Agreement, or as otherwise agreed between the Company

and the Sales Agent with respect to any Shares sold pursuant to this Agreement.

“Settlement Date”

means the first business day following each Trading Day during the period set forth in the Issuance Notice on which Shares are sold pursuant

to this Agreement, when the Company shall deliver to the Sales Agent the amount of Shares sold on such Trading Day and the Sales Agent

shall deliver to the Company the Issuance Price received on such sales.

“Shares”

shall mean the Company’s Common Shares issued or issuable pursuant to a Sales Agreement.

“Trading Day”

means any day on which the Principal Market is open for trading.

Section 2. REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company represents and

warrants to, and agrees with, the Sales Agent that as of (1) the date of this Agreement, (2) each Issuance Notice Date, (3) each Settlement

Date, (4) each Triggering Event Date and (5) as of each Time of Sale (each of the times referenced above is referred to herein as a “Representation

Date”), except as may be disclosed in the Prospectus (including any documents incorporated by reference therein and any supplements

thereto) on or before a Representation Date:

(a) Registration Statement.

The Company has prepared and filed with the Commission a shelf registration statement on Form N-2 (File No. 333-289495) that contains

a base prospectus (as amended, the “Base Prospectus”). Such registration statement registers the issuance and sale

by the Company of the Shares under the Securities Act. The Company may file one or more additional registration statements from time to

time that will contain a base prospectus and related prospectus or prospectus supplement, if applicable, with respect to the Shares. Except

where the context otherwise requires, such registration statement(s), including any information deemed to be a part thereof pursuant to

Rule 430B or Rule 430C, as applicable, under the Securities Act, including all financial statements, exhibits and schedules thereto and

all documents incorporated or deemed to be incorporated therein by reference, as from time to time amended or supplemented, is herein

referred to as the “Registration Statement,” and the prospectus constituting a part of such registration statement(s),

together with any prospectus supplement filed with the Commission pursuant to Rule 424(b) under the Securities Act relating to a particular

issuance of the Shares, including all documents incorporated or deemed to be incorporated therein by reference, in each case, as from

time to time amended or supplemented, is referred to herein as the “Prospectus,” except that if any revised prospectus

is provided to the Sales Agent by the Company for use in connection with the offering of the Shares that is not required to be filed by

the Company pursuant to Rule 424(b) under the Securities Act, the term “Prospectus” shall refer to such revised prospectus

from and after the time it is first provided to the Sales Agent for such use. The Registration Statement at the time it originally became

effective is herein called the “Original Registration Statement.” As used in this Agreement, the terms “amendment”

or “supplement” when applied to the Registration Statement or the Prospectus shall be deemed to include the filing by the

Company with the Commission of any document under the Exchange Act after the date hereof that is or is deemed to be incorporated therein

by reference.

All references in this Agreement

to financial statements and schedules and other information that is “contained,” “included” or “stated”

in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such

financial statements and schedules and other information that is or is deemed to be incorporated by reference therein or otherwise deemed

under the Securities Act to be a part of or included in the Registration Statement or the Prospectus, as the case may be, as of any specified

date; and all references in this Agreement to amendments or supplements to the Registration Statement or the Prospectus shall be deemed

to mean and include, without limitation, the filing of any document under the Exchange Act that is or is deemed to be incorporated by

reference in or otherwise deemed under the Securities Act to be a part of or included in the Registration Statement or the Prospectus,

as the case may be, as of any specified date.

(b) Compliance with Registration

Requirements. The Original Registration Statement and any Rule 462(b) Registration Statement, if any, have been declared effective

by the Commission or became effective immediately upon filing under the Securities Act. The Company has complied to the Commission’s

satisfaction with all requests of the Commission for additional or supplemental information. No stop order suspending the effectiveness

of the Registration Statement or any Rule 462(b) Registration Statement, if any, is in effect and no proceedings for such purpose have

been instituted or are pending or, to the best knowledge of the Company, are contemplated or threatened by the Commission.

The Prospectus when filed

complied in all material respects with the Securities Act and, if filed with the Commission through its Electronic Data Gathering, Analysis

and Retrieval system (“EDGAR”) (except as may be permitted by Regulation S-T under the Securities Act), was identical

to the copy thereof delivered to the Sales Agent for use in connection with the issuance and sale of the Shares. Each of the Registration

Statement, any Rule 462(b) Registration Statement, if any, and any post-effective amendment thereto, at the time it became or becomes

effective and at each Representation Date, complied and will comply in all material respects with the Securities Act and did not and will

not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make

the statements therein not misleading. As of the date of this Agreement, the Prospectus and any Free Writing Prospectus (as defined below)

considered together (collectively, the “Time of Sale Information”) did not, and as of each Time of Sale and at the

applicable Settlement Date, will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make

the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, as of its date and

at each Representation Date, did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary

in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations

and warranties set forth in the three immediately preceding sentences do not apply to statements in or omissions from the Registration

Statement, any Rule 462(b) Registration Statement, if any, or any post-effective amendment thereto, or the Prospectus, or any amendments

or supplements thereto, made in reliance upon and in conformity with information relating to the Sales Agent furnished to the Company

in writing by the Sales Agent expressly for use therein, it being understood and agreed that the only such information furnished by the

Sales Agent to the Company consists of the information described in Section 6 hereof. The Registration Statement and the offer

and sale of the Shares as contemplated hereby meet the requirements of Rule 415 under the Securities Act and comply in all material respects

with said rule.

(d) Issuer Free Writing

Prospectus. The Company (including its agents and representatives, other than the Sales Agents in their capacity as such) has not

prepared, made, used, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written

communication” (as defined in Rule 405 under the Act) that constitutes an offer to sell or solicitation of an offer to buy the Shares

(each such communication by the Company or its agents and representatives (other than a communication referred to in clauses (i), (ii)

and (iii) below) an “Issuer Free Writing Prospectus”) other than (i) the Registration Statement, (ii) the Prospectus,

and (iii) any electronic road show or other written communications, in each case approved in writing in advance by the Sales Agent. Each

such Issuer Free Writing Prospectus, if any, complies or will comply in all material respects with the Securities Act, has been or will

be (within the time period specified in Rule 433) filed in accordance with the Securities Act (to the extent required thereby) and, when

taken together with the Prospectus filed prior to the first use of such Issuer Free Writing Prospectus, at each Time of Sale, did not,

and at the applicable Settlement Date will not, contain any untrue statement of a material fact or omit to state a material fact necessary

in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however,

that the Company makes no representation or warranty with respect to any statement or omission contained in any Issuer Free Writing Prospectus

made in reliance upon and in conformity with information relating to the Sales Agent furnished to the Company in writing by the Sales

Agent expressly for use therein, it being understood and agreed that the only such information furnished by the Sales Agent consists of

the information described as such in Section 6 hereof;

(e) Documents Incorporated

by Reference. The documents incorporated by reference in each of the Registration Statement and the Prospectus, when they became effective

or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Exchange Act, and

none of such documents contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements

therein, in the light of the circumstances under which they were made, not misleading; and any further documents so filed and incorporated

by reference in the Registration Statement or the Prospectus, when such documents become effective or are filed with the Commission, as

the case may be, will conform in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable, and

will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in

the light of the circumstances under which they were made, not misleading;

(f) Financial Statements.

The financial statements of the Company, including the notes and schedules thereto, included or incorporated by reference in the Registration

Statement, the Prospectus and the Time of Sale Information (i) present fairly in all material respects the financial condition of the

Company and its Subsidiaries (as defined below) as of the respective dates thereof, and the results of operations and statements of cash

flows for the periods specified, (ii) correctly reflect and disclose all extraordinary items, and (iii) have been prepared in conformity

with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis; the financial information

included or incorporated by reference in the Registration Statement, the Prospectus and the Time of Sale Information have been derived

from the accounting records and other books and records of the Company and the Subsidiaries and presents fairly in all material respects

the information shown thereby as of the date presented and has been compiled on a basis consistent with that of the audited financial

statements included or incorporated by reference therein. There is no pro forma financial information that is required to be included

or incorporated by reference in the Registration Statement, the Prospectus and the Time of Sale Information that is not included or incorporated

by reference as required;

(g) No Material Adverse

Change. Subsequent to the date of the Prospectus, and except as may be otherwise disclosed in the Registration Statement, the Prospectus

and the Time of Sale Information there has not been (i) any event, circumstance or change in circumstance that, individually or in the

aggregate, has or would reasonably be expected to have a Material Adverse Effect (as defined below), (ii) any transaction, other than

in the ordinary course of business, contemplated in any substantive manner or entered into by the Company or any Subsidiary, (iii) any

obligation, contingent or otherwise, directly or indirectly incurred by the Company or any Subsidiary, other than in the ordinary course

of business, (iv) any dividend or distribution of any kind declared, paid or made by the Company or any Subsidiary on any class of its

equity securities, or any purchase by the Company or any Subsidiary of any of its outstanding equity securities, or (v) any change of

the equity securities or indebtedness of the Company or any Subsidiary;

(h) Organization, Good

Standing and Due Authorization. The Company is a corporation duly incorporated and validly existing and in good standing under the

laws of the State of Maryland, with requisite corporate power and authority to (i) own, lease or operate its properties and conduct its

business as described in the Registration Statement, the Prospectus and the Time of Sale Information; and (ii) execute and deliver this

Agreement, and consummate the transactions contemplated hereby (including the sale, issuance, and delivery of the Shares);

(i) Capitalization.

All of the issued and outstanding shares of capital stock of the Company have been duly authorized and validly issued, are fully paid

and non-assessable, and have not been issued in violation of, or subject to any preemptive right or other similar right of stockholders

arising by operation of law, under the Company’s articles of amendment and restatement and bylaws (collectively, the “Charter

Documents”), under any agreement to which the Company is a party, or otherwise; except as disclosed in or contemplated by the

Registration Statement, the Prospectus and the Time of Sale Information, there are no outstanding (i) securities or obligations of the

Company convertible into or exchangeable for any capital stock of the Company, (ii) warrants, rights or options to subscribe for or purchase

from the Company any such capital stock or any such convertible or exchangeable securities or obligations or (iii) obligations of the

Company to issue or sell any such capital stock, any such convertible or exchangeable securities or obligations, or any such warrants,

rights or options;

(j) Due Authorization of

Subsidiaries. Each subsidiary of the Company that is a “Significant Subsidiary” within the meaning of such term as defined

in Rule 1-02 of Regulation S-X of the Commission (a complete list of which is set forth in Schedule B hereto) (each a “Subsidiary,”

and collectively, the “Subsidiaries”) has been duly incorporated, formed or organized and is validly existing as a

corporation, limited liability company, limited partnership or similar entity, in good standing under the laws of the jurisdiction of

its incorporation, formation or organization, with requisite power and authority to own, lease or operate its properties and to conduct

its business as described in the Registration Statement, the Prospectus and the Time of Sale Information; the Subsidiaries are the only

subsidiaries, direct or indirect, of the Company; other than Subsidiaries that are special purpose entities, no Subsidiary is currently

prohibited, directly or indirectly, from paying any dividends or distributions to the Company, from repaying to the Company any loans

or advances to such Subsidiary from the Company or from transferring any of such Subsidiary’s property or assets to the Company

or any other Subsidiary of the Company; the outstanding equity interests of each of the Subsidiaries have been duly authorized and validly

issued, are fully paid, and only with respect to any Subsidiary which is a corporation, non-assessable, and are owned by the Company or

another Subsidiary free and clear of any lien, encumbrance or claim (each, a “Lien”), other than statutory Liens created

by state or federal securities laws restricting the transfer of such equity interests; no options, warrants or other rights to purchase,

agreements or other obligations to issue, or other rights to convert any obligations into, shares of capital stock or ownership interests

in the Subsidiaries are outstanding;

(k) Sales Agreement.

The execution and delivery of this Agreement by the Company and the consummation by it of the transactions contemplated hereby have been

duly authorized by all necessary action on the part of the Company. This Agreement has been duly executed by the Company and, when delivered

in accordance with the terms hereof, will constitute a valid and binding obligation of the Company, enforceable against the Company in

accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other

similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles and except as rights to

indemnity and contribution hereunder and thereunder may be limited by general equitable principles or federal or state securities laws

or public policy underlying such laws;

(l) The Shares. The

Shares to be sold by the Company hereunder have been duly authorized and, when issued by the Company against payment of the consideration

set forth herein, will be validly issued and the issuance and sale of the Shares will not be subject to any preemptive rights, rights

of first refusal or other similar rights to subscribe for or purchase the Shares;

(m) No Violation or Default

of the Company. The Company is not in breach of, or in default under (nor has any event occurred which with notice, lapse of time,

or both would constitute a breach of, or default under), (i) any of the Charter Documents, (ii) any obligation, agreement, covenant or

condition contained in any material contract, license, indenture, mortgage, deed of trust, bank loan or credit agreement or other agreement

or instrument to which the Company is a party or by which it or its assets may be bound or affected, or (iii) any Law (as defined below)

applicable to the Company, except, in the case of clause (ii), for such breaches or defaults which would not, individually or in the aggregate,

reasonably be expected to have a Material Adverse Effect;

(n) No Violation or Default

of Subsidiaries. None of the Subsidiaries is in breach of, or in default under (nor has any event occurred which with notice, lapse

of time, or both would constitute a breach of, or default under), (i) any of its charter documents, (ii) any obligation, agreement, covenant

or condition contained in any material contract, license, indenture, mortgage, deed of trust, bank loan or credit agreement or other agreement

or instrument to which such Subsidiary is a party or by which any of them or their respective assets may be bound or affected, or (iii)

any Law applicable to such Subsidiary, except, in the case of clause (ii) for such breaches or defaults which would not, individually

or in the aggregate, reasonably be expected to have a Material Adverse Effect;

(o) No Conflicts. The

execution, delivery and performance by the Company of this Agreement and the sale of the Shares by the Company, the consummation by the

Company of the transactions contemplated by this Agreement, and the use of the proceeds from the sale of the Shares as described in the

Time of Sale Information and the Prospectus, will not conflict with, or result in any breach of or constitute a default under (nor constitute

any event which with notice, lapse of time, or both would constitute a breach of, or default under), (i) any provision of any of the Charter

Documents, (ii) any provision of any material contract, license, indenture, mortgage, deed of trust, bank loan or credit agreement or

other agreement or instrument to which the Company or any Subsidiary is a party or by which it or its respective assets may be bound or

affected, or (iii) any Law issued by any federal, state or local government, regulatory commission, court, administrative agency or commission,

or other governmental body, board, agency, authority or instrumentality of competent jurisdiction (each, a “Governmental Authority”)

applicable to the Company or any Subsidiary, except in the case of clause (ii) for such conflicts, breaches or defaults which have been

validly waived or would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or result in the

creation or imposition of any material lien, charge, claim or encumbrance upon any property or asset of the Company or any Subsidiary;

(p) No Consents Required.

No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any Governmental Authority

is necessary or required for the performance by the Company of its obligations under this Agreement, the issuance and sale of the Shares,

and the consummation of the transactions contemplated by this Agreement, except (A) such as have been already obtained or as may be required

under the Securities Act, the Investment Company Act, the rules of the Nasdaq Global Select Market, state securities laws or the rules

of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and (B) where the failure to obtain any such filing,

authorization, approval, consent, license, order, registration, qualification or decree would not reasonably be expected, singly or in

the aggregate, to have a Material Adverse Effect;

(q) No Judgments. There is no outstanding

judgment, order, writ, injunction, decree or award of any Governmental Authority or arbitrator affecting the business of the Company or

any of the Subsidiaries, which draws into question the validity of any action taken or to be taken pursuant to this Agreement or in which

it is sought to restrain or prohibit or to obtain damages or other relief in connection with this Agreement; there is no litigation, arbitration,

investigation or other proceeding of or before any Governmental Authority pending, or, to the knowledge of the Company, threatened in

writing, against the Company, any Subsidiary, any stockholder of the Company, or any stockholder or member of any Subsidiary;

(r) Legal Proceedings. Other than as set

forth in the Registration Statement, the Prospectus and the Time of Sale Information, there are no actions, suits, proceedings, inquiries,

examinations or investigations (collectively, “Proceedings”) pending or, to the knowledge of the Company, threatened

against the Company or any Subsidiary, or any of their respective properties, directors, officers or employees at law or in equity, or

before or by any Governmental Authority which is required to be disclosed in the Registration Statement or Prospectus or which, individually

or in the aggregate, if determined adversely to the Company or any of its Subsidiaries, would reasonably be expected to have a Material

Adverse Effect; other than the Sales Agents, the Company has not authorized anyone to make any representations regarding the offer and

sale of the Shares, or regarding the Company or any Subsidiary in connection therewith; none of the Company or the Subsidiaries has received

written notice of any order or decree preventing the use of the Prospectus or the Time of Sale Information or any amendment or supplement

thereto, and no Proceeding for that purpose has commenced or is pending or, to the knowledge of the Company, is contemplated;

(s) Compliance with Laws.

None of the Company or the Subsidiaries has violated, or received written notice of any violation with respect to, any law, statute, rule,

regulation, order, decree or judgment (each, a “Law”) applicable to it and its business, including those relating to

transactions with affiliates, lending, debt collection, notice, privacy, environmental, safety or similar Laws, federal or state Laws

relating to discrimination in the hiring, promotion or pay of employees, federal or state wages and hours Laws, the Employee Retirement

Income Security Act of 1974, as amended, and the rules and regulations promulgated thereunder (“ERISA”), except for

those violations, in each case, as would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect;

(t) Capital Stock.

The statements set forth in the Registration Statement, the Prospectus and the Time of Sale Information under the caption “Description

of Our Capital Stock,” insofar as they purport to describe the provisions of the laws and regulations or documents referred to therein,

are accurate, complete and fair in all material respects; there are no contracts, agreements or understandings of the Company or any of

its Subsidiaries that are required to be described in or filed as exhibits to the Registration Statement or the Prospectus by the Securities

Act that have not been so described, filed or incorporated by reference therein as permitted by the Securities Act; the Registration Statement,

the Prospectus and the Time of Sale Information contain accurate summaries in all material respects of all material contracts, agreements,

instruments and other documents of the Company as required by Form N-2 under the Securities Act; the copies of all such contracts, agreements,

instruments and other documents (including all amendments or waivers relating to any of the foregoing) that have been previously furnished

to the Sales Agent or its counsel are complete and genuine and include all material collateral and supplemental agreements thereto;

(u) Election to be Regulated

as a Business Development Company. The Company has elected to be regulated by the Commission as a business development company under

the Investment Company Act, including by filing a Form N-54A Notification of Election to be Subject to Sections 55 through 65 of the Investment

Company Act Filed Pursuant to Section 54(a) of the Investment Company Act (File No. 814-01341) with the Commission on January 16, 2020,

and has not withdrawn that election, and the Commission has not ordered that such election be withdrawn nor to the best of the Company’s

knowledge have proceedings to effectuate such withdrawal been initiated or threatened by the Commission; since January 16, 2020, the Company

has been organized and operated in material conformance with the requirements of the Investment Company Act applicable to business development

companies;

(v) Independent Accountants.

Ernst & Young LLP, who has certified certain financial statements of the Company, is an independent registered public accounting firm

with respect to the Company or its applicable predecessors within the meaning of the Securities Act and the Public Company Accounting

Oversight Board (United States), as required by the Securities Act for registered offerings;

(w) Title to Real and Personal

Property. The Company and each of the Subsidiaries has good and valid title to all assets and properties reflected as owned by it

in the Registration Statement, the Prospectus and the Time of Sale Information (whether through fee ownership, mineral estates or similar

rights of ownership), in each case free and clear of any Liens, except such as are disclosed in the Registration Statement, the Prospectus

and the Time of Sale Information; any real property or personal property held under lease by the Company or any Subsidiary is held under

a lease that is valid, existing and enforceable by the Company or such Subsidiary, with such exceptions as are disclosed in the Registration

Statement, the Prospectus and the Time of Sale Information, and none of the Company or the Subsidiaries has received any notice of any

claim of any sort that has been asserted by anyone adverse to the rights of the Company or any Subsidiary under any such lease;

(x) Title to Intellectual

Property. The Company and each Subsidiary owns or possesses such licenses or other rights to use all material patents, trademarks,

service marks, trade names, copyrights, software and design licenses, trade secrets, other intangible property rights and know-how (collectively

“Intangibles”) as are necessary to conduct the Company’s and/or such Subsidiary’s respective business as

described in the Registration Statement, the Prospectus and the Time of Sale Information, except such as are disclosed in the Registration

Statement, the Prospectus and the Time of Sale Information, and none of the Company or the Subsidiaries has received written notice of

any infringement of or conflict with (and none of the Company or the Subsidiaries knows of any such infringement of or conflict with)

asserted rights of others with respect to any Intangibles, which would reasonably be expected to have a Material Adverse Effect;

(y) No Undisclosed Relationships.

None of the independent directors named in the Registration Statement, the Prospectus and the Time of Sale Information has, within the

last five (5) years, been employed by or affiliated, directly or indirectly, with the Company or any of the Subsidiaries, whether by ownership

of, ownership interest in, employment by, any material business or professional relationship with, or serving as an officer or director

of, the Company, any of the Subsidiaries, or any of their respective affiliates;

(z) Investment Company

Act. Neither the Company nor any Subsidiary is required to register as an “investment company” under the Investment Company

Act;

(aa) Taxes. Except

where such failure to file or pay a tax, assessment, charge or lien would not, individually or in the aggregate, reasonably be expected

to have a Material Adverse Effect or where such matters are the result of a pending bona fide dispute with taxing authorities, (i) the

Company and the Subsidiaries have accurately prepared and timely filed (taking into account any extensions of time within which to file)

any and all federal, state, foreign and other tax returns that are required to be filed by them, if any, and have paid or made provision

for the payment of all taxes, assessments, governmental or other similar charges, including, without limitation, all sales and use taxes

and all taxes which the Company and the Subsidiaries are obligated to withhold from amounts owing to employees, creditors and third parties,

with respect to the periods covered by such tax returns (whether or not such amounts are shown as due on any tax return), and (ii) there

is no tax Lien, whether imposed by any federal, state, foreign or other taxing authority, outstanding against the assets, properties or

business of the Company or any Subsidiary, other than Liens for taxes not yet due and payable; no deficiency assessment with respect to

a proposed adjustment of the Company’s or any Subsidiary’s federal, state, local or foreign taxes is pending or, to the knowledge

of the Company, threatened; since the date of the most recent audited financial statements, none of the Company or the Subsidiaries has

incurred any liability for taxes other than in the ordinary course of its business;

(bb) Licenses and Permits.

The Company and each of the Subsidiaries has all necessary licenses, permits, certificates, authorizations, consents and approvals and

has made all necessary filings required under any Law (collectively, the “Authorizations”) required in order to conduct

its respective business as described in the Registration Statement, the Prospectus and the Time of Sale Information; the Company and each

of the Subsidiaries have complied with the terms of the necessary Authorizations and there are not pending modifications, amendments or

revocations of the Authorizations; the Company and the Subsidiaries have paid all fees due to Governmental Authorities pursuant to the

Authorizations; all reports required to be filed in connection with the Authorizations have been timely filed and are accurate and complete;

and the Company and the Subsidiaries are not in violation of, or in default under, any such Authorizations or any Law issued by a Governmental

Authority applicable to the Company or any such Subsidiary, except to the extent that any failure to have, comply with, pay any fees pursuant

to, file any reports in connection with, or violate or default under any such Authorizations would not, individually or in the aggregate,

reasonably be expected to have a Material Adverse Effect;

(cc) Accounting Controls.

The Company maintains a system of internal accounting controls over financial reporting (as such term is defined in Rule 13a-15(f) under

the Exchange Act) that complies in all material respects with the requirements of the Exchange Act and is sufficient to provide reasonable

assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions

are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability,

(iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded

accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to

any differences. Except as disclosed in each of the Registration Statement, the Prospectus and the Time of Sale Information, (A) the Company

is not aware of any material weaknesses or significant deficiencies (as such terms are defined in Rule 1-02(a)(4) of Regulation S-X under

the Securities Act) in the Company’s internal controls over financial reporting, and (B) there has been no change in the Company’s

internal controls over financial reporting since the respective dates of the information given in the Registration Statement, the Prospectus

and the Time of Sale Information that has materially affected, or is reasonably likely to materially affect, the Company’s internal

controls over financial reporting;

(dd) Insurance. The

Company is insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent

and customary in the businesses in which it is engaged and which the Company reasonably deems adequate; all policies of insurance insuring

the Company or its business, assets, employees, officers and directors, including the Company’s directors and officers errors and

omissions insurance policy and its fidelity bond required by Rule 17g-1 of the Investment Company Act, are, or as of the applicable Settlement

Date, will be in full force and effect; the Company is, or will be as of the applicable Settlement Date, in compliance with the terms

of such policy and fidelity bond; and there are no claims by the Company under any such policy or fidelity bond as to which any insurance

company is denying liability or defending under a reservation of rights clause; the Company has no reason to believe that it will not

be able to renew its existing insurance coverage and fidelity bond as and when such coverage and fidelity bond expires or to obtain similar

coverage and fidelity bond from similar insurers as may be necessary to continue its business;

(ee) No Unlawful Payments.

Neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any director, officer, employee or agent of the

Company or any of its Subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment, or other unlawful

expense relating to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or

indirect unlawful payment or benefit to any foreign or domestic government or regulatory official or employee, including of any government-owned

or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of

the foregoing, or any political party or party official or candidate for political office; (iii) violated or is in violation of any provision

of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating

Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Bribery Act 2010 of the

United Kingdom, or any other applicable anti-bribery or anti-corruption laws (collectively, the “Anti-Corruption Laws”);

or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without

limitation, any rebate, payoff, influence payment, kickback, or other unlawful or improper payment or benefit. The Company and its Subsidiaries

have instituted, maintain, and enforce, and will continue to maintain and enforce, policies and procedures designed to promote and ensure

compliance with the Anti-Corruption Laws;

(ff) Compliance with Anti-Money

Laundering Laws. The operations of the Company and the Subsidiaries are and have been conducted at all times in compliance with applicable

financial recordkeeping and reporting requirements, including those of the Currency and Foreign Transactions Reporting Act of 1970, as

amended, the applicable money laundering statutes, the rules and regulations thereunder and any related or similar rules, regulations

or guidelines issued, administered or enforced by any Governmental Authority (collectively, the “Money Laundering Laws”)

of all jurisdictions having jurisdiction over the Company and the Subsidiaries, and; no action, suit or proceeding by or before any Governmental

Authority or any arbitrator involving the Company or any of the Subsidiaries with respect to the Money Laundering Laws of all jurisdictions

having jurisdiction over the Company and the Subsidiaries is pending or, to the knowledge of the Company, threatened;

(gg) Related Party Indebtedness.

There are no outstanding loans or advances or guarantees of indebtedness by the Company or any Subsidiary to or for the benefit of any

of the directors, officers, affiliates, or representatives of the Company or any Subsidiary, or any of the immediate family members of

any of them;

(hh) No Conflicts with

Sanctions Laws. Neither the Company nor any of the Subsidiaries, nor, to the knowledge of the Company, any of their respective directors,

officers, employees, agents or affiliates is currently subject to, or the target of, any sanctions administered or enforced by the U.S.

government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department

of State and including, without limitation, the designation as a “specially designated national” or “blocked person”),

the United Nations Security Council, the European Union, His Majesty’s Treasury, or other relevant sanctions authority (collectively,

“Sanctions,” and each such subject or target, a “Sanctioned Person”), nor is the Company or any

of the Subsidiaries located, organized, or resident in a country or territory that is the subject or the target of Sanctions, including,

without limitation, Cuba, Iran, North Korea, the Crimea Region and the non-government controlled areas of the Zaporizhzhia and Kherson

Regions of Ukraine, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic and any other Covered

Region of Ukraine identified pursuant to Executive Order 14065 (each, a “Sanctioned Territory”); and the Company will

not directly or indirectly use the proceeds of the offering of the Shares hereunder, or lend, contribute or otherwise make available such

proceeds to any Subsidiary, joint venture partner or other person or entity to fund or facilitate any activities of or business with any

person, or in any country or territory, that, at the time of such funding or facilitation, is a Sanctioned Person or Sanctioned Territory

in each case, in any manner that will result in a violation by any person (including any person participating in the transaction, whether

as underwriter, advisor, investor, or otherwise) of Sanctions. Since the inception of the Company, the Company and the Subsidiaries have

not knowingly engaged in, and are not now knowingly engaged in, any dealings or transactions with any person that at the time of the dealing

or transaction is or was a Sanctioned Person or with any Sanctioned Territory;

(ii) Company Not Ineligible

Issuer. The Company is not an ineligible issuer, as defined under the Securities Act, at the time specified in the Securities Act

in connection with the offering of the Shares;

(jj) No Broker’s

Fees. Except with respect to the Sales Agents, none of the Company or the Subsidiaries has incurred any liability for any finder’s

fees or similar payments in connection with the transactions contemplated hereby;

(kk) Registration Rights.

Except as disclosed in the Registration Statement, the Prospectus, and the Time of Sale Information, there are no persons with registration

or other similar rights to have any Shares registered by the Company under the Securities Act;

(ll) No Stabilization or

Manipulation. Neither the Company nor any of the Subsidiaries, nor any affiliates of the Company or its Subsidiaries, has taken, directly,

or indirectly, and neither the Company nor any of the Subsidiaries, nor any affiliates of the Company or its Subsidiaries, will take,

directly or indirectly, any action designed to cause or result in, or which constitutes or might reasonably be expected to constitute,

the stabilization or manipulation of the price of any security of the Company or any “reference security” (as defined in Rule

100 of Regulation M under the Exchange Act) to facilitate the sale or resale of the Shares or otherwise, and has taken no action which

would directly or indirectly violate Regulation M under the Exchange Act;

(mm) Forward-Looking Statements.

No forward-looking statement (within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act) contained in

the Registration Statement, the Prospectus or the Time of Sale Information has been made or reaffirmed without a reasonable basis or has

been disclosed other than in good faith;

(nn) Statistical and Market

Data. Nothing has come to the attention of the Company that has caused the Company to believe that any statistical and market-related

data included or incorporated by reference in each of the Registration Statement, the Prospectus and the Time of Sale Information are

not based on or derived from sources that the Company reasonably believes are reliable and accurate in all material respects;

(oo) Sarbanes-Oxley Act.

To the extent applicable to the Company on the date hereof, there is and has been no failure on the part of the Company or any of the

Company’s directors or officers, in their capacities as such, to comply with any provision of the Sarbanes-Oxley Act of 2022, as

amended, and the rules and regulations promulgated in connection therewith, including Section 402 related to loans and Sections 302 and

906 related to certifications;

(pp) Rule 38a-1 Compliance.

The Company has (i) appointed a Chief Compliance Officer and (ii) adopted and implemented written policies and procedures reasonably designed

to prevent violation of the Federal Securities Laws (as that term is defined in Rule 38a-1 under the Investment Company Act) by the Company,

including policies and procedures that provide oversight of compliance for each administrator and transfer agent of the Company;

(qq) Regulated Investment

Company. Since January 16, 2020, the Company has been organized and operated in conformance with the requirements to be taxed as a

regulated investment company under Subchapter M of the Code (as defined below);

(rr) Cybersecurity.

The Company and the Subsidiaries have a valid right to access and use all computer systems, networks, hardware, software, databases, websites

and equipment used to process, store, maintain and operate data, information and functions used in connection with the business of the

Company and the Subsidiaries (the “IT Systems”); the IT Systems are reasonably adequate for, and operate and perform

in all material respects as required in connection with, the operation of the business of the Company and the Subsidiaries as currently

conducted, free and clear, to the Company’s knowledge, of all bugs, errors, defects, Trojan horses, time bombs, malware and other

corruptants, except, in each case, as would not reasonably be expected to, individually or in the aggregate, have a material adverse effect

on the business, condition (financial or otherwise), management, properties, net assets, results of operations or prospects of the Company

and the Subsidiaries, taken as a whole, whether or not arising in the ordinary course of business (a “Material Adverse Effect”).

The Company and the Subsidiaries have implemented and maintain commercially reasonable controls, policies, procedures, and safeguards

to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all

material IT Systems and data (including all personal, personally identifiable, sensitive, confidential or regulated data (“Personal

Data”)) used in connection with their businesses, and to the Company’s knowledge there have been no breaches, violations,

outages or unauthorized uses of or accesses to same, except, in each case, as would not reasonably be expected to, individually or in

the aggregate, have a Material Adverse Effect. The Company and the Subsidiaries are presently in material compliance with all applicable

laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority,

internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection

of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification, except, in each case, as would not

reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect;

(ss) No Reliance. The

Company has not relied upon the Sales Agent or legal counsel for the Sales Agent for any legal, tax or accounting advice in connection

with the offering and sale of the Shares;

(tt) FINRA. None of

the Company, the Subsidiaries, or their respective controlled affiliates (i) is required to register as a “broker” or “dealer”

in accordance with the provisions of the Exchange Act, or (ii) directly, or indirectly through one or more intermediaries, controls or

has any other association with (within the meaning of Article 1 of the Bylaws of FINRA) any member firm of FINRA;

(uu) Stock Exchange Listing.

The Common Shares are registered pursuant to Section 12(b) of the Exchange Act and are listed on the Principal Market, and the Company

has taken no action designed to, or likely to have the effect of, terminating the registration of the Shares under the Exchange Act or

delisting the Shares from the Principal Market, nor has the Company received any notification that the Commission or the Principal Market

is contemplating terminating such registration or listing. To the Company’s knowledge, it is in compliance with all applicable listing

requirements of the Principal Market;

(vv) ERISA. The Company

is in compliance in all material respects with all presently applicable provisions of ERISA; no “reportable event” (as defined

in ERISA) has occurred with respect to any “pension plan” (as defined in ERISA) for which the Company would have any liability;

the Company has not incurred and does not expect to incur liability under (i) Title IV of ERISA with respect to termination of, or withdrawal

from, any “pension plan” or (ii) Section 412 or 4971 of the Internal Revenue Code of 1986, as amended, including the regulations

and published interpretations thereunder (the “Code”); each “pension plan” for which the Company would

have any liability that is intended to be qualified under Section 401(a) of the Code is so qualified and nothing has occurred, whether

by action or by failure to act, which would cause the loss of such qualification; and participation by “benefit plan investors”

in the Company has at no time been “significant” for purposes of Section 2510.3-101(f) of the Regulations of the U.S. Department

of Labor, as modified by Section 3(42) of ERISA;

(ww) No Labor Disputes.

No labor disturbance by or dispute with employees of the Company or any Subsidiary exists or, to the knowledge of the Company, is threatened,

which would be reasonably be expected to result in a Material Adverse Effect;

(xx) Certificates.

Any certificate signed by any officer of the Company delivered to the Sales Agent or to counsel of the Sales Agent pursuant to or in connection

with this Agreement shall be deemed a representation and warranty by the Company to the Sales Agent as to the matters covered thereby;

(yy) Off-Balance Sheet

Transactions. Except as otherwise disclosed in the Registration Statement, the Prospectus and the Time of Sale Information, the Company

and its consolidated Subsidiaries have no off-balance sheet transactions, arrangements, obligations (including contingent obligations),

or any other similar relationships with unconsolidated entities or other persons;

(zz) Material Assets.

Except such as are disclosed in the Registration Statement, the Prospectus and the Time of Sale Information, as of the applicable Settlement

Date, the Company and the Subsidiaries will possess, or have the right to use, all of the material assets, tangible and intangible, that

they require to conduct their respective businesses as presently conducted, and there are no material assets reasonably necessary for

the conduct of their businesses as presently conducted that will not be transferred, licensed or leased to them as of the applicable Settlement

Date;

(aaa) Relationships.

No relationship, direct or indirect, exists between or among the Company or any Subsidiary, on the one hand, and the directors, officers,

stockholders, customers or suppliers of the Company or any Subsidiary, on the other hand, which would be required by the Securities Act

to be described in a prospectus included in a registration statement on Form N-2 under the Securities Act, which is not so described in

the Registration Statement, the Prospectus and the Time of Sale Information;

(bbb) Related Party Transactions.

Except as disclosed in the Registration Statement, the Prospectus and the Time of Sale Information under the caption “Certain Relationships

and Related Party Transactions,” the Company and its Subsidiaries have not entered into any transaction with any person which are

required to be disclosed under Item 404 of Regulation S-K under the Securities Act;

(ccc) Compliance with Securities

Laws and Regulations. This Agreement complies in all material respects with all applicable provisions of the Securities Act, the Investment

Company Act and the rules and regulations promulgated thereunder;

(ddd) Offering Materials.

The Company has not distributed and will not distribute, prior to the later of the applicable Settlement Date and the completion of the

Sales Agent’s distribution of the Shares, any offering material in connection with the offering and sale of the Shares other than

the Registration Statement, the Prospectus, the Time of Sale Information, any Issuer Free Writing Prospectus reviewed and consented to

by the Sales Agent in accordance with this Agreement;

(eee) Prior Sales.

All offers and sales of the Company’s Common Shares and debt or other securities prior to the date hereof were made in compliance

with, or were the subject of an available exemption from, the Securities Act and all other applicable state and federal laws or regulations,

or any actions under the Securities Act or any state or federal laws or regulations in respect of any such offers or sales are effectively

barred by effective waivers or statutes of limitation; and

Section 3. ISSUANCE AND SALE OF COMMON SHARES

(a) Sale of Securities.

On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth,

the Company and the Sales Agent agree that the Company may from time to time seek to sell Shares through the Sales Agent, acting as sales

agent, or directly to the Sales Agent, acting as principal, as follows, with an aggregate Sales Price of up to the Maximum Program Amount

and at a Sales Price not less than the Floor Price, based on and in accordance with Issuance Notices as the Company may deliver, from

time to time, during the Agency Period.

(b) Mechanics of Issuances.

(i) Issuance Notice.

Upon the terms and subject to the conditions set forth herein, on any Trading Day during the Agency Period on which the conditions set

forth in ‎Section 5(a) and ‎Section 5(b) shall have been satisfied, the Company may exercise its right to request

an issuance of Shares by delivering to the Sales Agent an Issuance Notice; provided, however, that (A) in no event may the Company

deliver an Issuance Notice to the extent that (I) the sum of (x) the aggregate Sales Price of the requested Issuance Amount under such

Issuance Notice, plus (y) the aggregate Sales Price of all Shares issued under all previous Sales Issuance Notices effected pursuant to

the Sales Agreements, would exceed the Maximum Program Amount; and (B) prior to delivery of any Issuance Notice, the period set forth

for any previous Sales Issuance Notice shall have expired or been terminated. An Issuance Notice shall be considered delivered on the

Trading Day that it is received by e-mail to the persons of the Sales Agent set forth in Schedule A hereto and confirmed by the Company

by telephone (including a voicemail message to the persons so identified) by any of the persons of the Company set forth in Schedule A

hereto, with the understanding that, with adequate prior written notice, each of the Sales Agent and the Company may modify the list of

such persons from time to time.

(ii) Sales Agent Efforts.

Upon the terms and subject to the conditions set forth in this Agreement, upon the receipt of an Issuance Notice, the Sales Agent will

use its commercially reasonable efforts consistent with its normal sales and trading practices to place the Shares with respect to which

the Sales Agent has agreed to act as sales agent, subject to, and in accordance with the information specified in, the Issuance Notice,

unless the sale of the Shares described therein has been suspended, cancelled or otherwise terminated in accordance with the terms of

this Agreement. For the avoidance of doubt, the parties to this Agreement may modify an Issuance Notice at any time provided they both

agree in writing to any such modification.

(iii) Method of Offer and

Sale. The Shares may be offered and sold (A) in negotiated transactions with the consent of the Company; (B) as block transactions;

or (C) by any other method permitted by law deemed to be an “at the market offering” as defined in Rule 415(a)(4) under the

Securities Act, including sales made directly on the Principal Market or sales made into any other existing trading market of the Common

Shares. Nothing in this Agreement shall be deemed to require either party to agree to the method of offer and sale specified in the preceding

sentence, and (except as specified in clauses (A) and (B) above) the method of placement of any Shares by the Sales Agent shall be at

the Sales Agent’s discretion.

(iv) Confirmation to the

Company. If acting as sales agent hereunder, the Sales Agent will provide written confirmation to the Company no later than the opening

of the Trading Day next following the Trading Day on which it has placed Shares hereunder setting forth the number of shares sold on such

Trading Day, the corresponding Sales Price and the Issuance Price payable to the Company in respect thereof.

(v) Settlement. Each

issuance of Shares will be settled on the applicable Settlement Date for such issuance of Shares and, subject to the provisions of ‎Section

5, on or before each Settlement Date, the Company will, or will cause its transfer agent to, electronically transfer the Shares being

sold by crediting the Sales Agent or its designee’s account at The Depository Trust Company through its Deposit/Withdrawal At Custodian

(DWAC) System, or by such other means of delivery as may be mutually agreed upon by the parties hereto and, upon receipt of such Shares,

which in all cases shall be freely tradable, transferable, registered shares in good deliverable form, the Sales Agent will deliver, by

wire transfer of immediately available funds, the related Issuance Price in same day funds delivered to an account designated by the Company

prior to the Settlement Date. The Company may sell Shares to the Sales Agent as principal at a price agreed upon at each relevant time

Shares are sold pursuant to this Agreement (each, a “Time of Sale”).

(vi) Suspension or Termination

of Sales. Consistent with standard market settlement practices, the Company or the Sales Agent may, upon notice to the other party

hereto in writing or by telephone (confirmed immediately by verifiable email), suspend any sale of Shares, and the period set forth in

an Issuance Notice shall immediately terminate; provided, however, that (A) such suspension and termination shall not affect or

impair either party’s obligations with respect to any Shares placed or sold hereunder prior to the receipt of such notice; (B) if

the Company suspends or terminates any sale of Shares after the Sales Agent confirms such sale to the Company, the Company shall still

be obligated to comply with ‎Section 3(b)(v) with respect to such Shares; and (C) if the Company defaults in its obligation

to deliver Shares on a Settlement Date, the Company agrees that it will hold the Sales Agent harmless against any loss, claim, damage

or expense (including, without limitation, penalties, interest and reasonable legal fees and expenses), as incurred, arising out of or

in connection with such default by the Company. The parties hereto acknowledge and agree that, in performing its obligations under this

Agreement, the Sales Agent may borrow Common Shares from stock lenders in the event that the Company has not delivered Shares to settle

sales as required by subsection (v) above, and may use the Shares to settle or close out such borrowings. The Company agrees that no such

notice shall be effective against the Sales Agent unless it is made to the persons identified in writing by the Sales Agent pursuant to

‎Section 3(b)(i).

(vii) No Guarantee of Placement,

Etc. The Company acknowledges and agrees that (A) there can be no assurance that the Sales Agent will be successful in placing Shares;

(B) the Sales Agent will incur no liability or obligation to the Company or any other Person if it does not sell Shares; and (C) the Sales

Agent shall be under no obligation to purchase Shares on a principal basis pursuant to this Agreement, except as otherwise specifically

agreed by the Sales Agent and the Company.

(viii) Material Non-Public

Information. Notwithstanding any other provision of this Agreement, the Company and the Sales Agent agree that the Company shall not

deliver any Issuance Notice to the Sales Agent, and the Sales Agent shall not be obligated to place any Shares, during any period in which

the Company is in possession of material non-public information.

for services rendered, the Company shall pay to the Sales Agent, on the applicable Settlement Date, the Selling Commission for the applicable

Issuance Amount (including with respect to any suspended or terminated sale pursuant to Section 3(b)(vi)) by the Sales Agent deducting

the Selling Commission from the applicable Issuance Amount.

(d) Expenses. The Company

agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection

with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the

Shares (including all printing and engraving costs); (ii) all fees and expenses of the registrar and transfer agent of the Shares; (iii)

all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Shares; (iv) all fees and expenses

of the Company’s counsel, independent public or certified public accountants and other advisors; (v) all costs and expenses incurred

in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements,

exhibits, schedules, consents and certificates of experts), the Prospectus, any Free Writing Prospectus (as defined below) prepared by

or on behalf of, used by, or referred to by the Company, and all amendments and supplements thereto, and the Sales Agreements; (vi) all

filing fees, attorneys’ fees and expenses incurred by the Company or the Sales Agents in connection with qualifying or registering

(or obtaining exemptions from the qualification or registration of) all or any part of the Shares for offer and sale under the state securities

or blue sky laws or the provincial securities laws of Canada, and, if requested by the Sales Agent, preparing and printing a “Blue

Sky Survey” or memorandum and a “Canadian wrapper” and any supplements thereto, advising the Sales Agent of such

qualifications, registrations, determinations and exemptions; (vii) the reasonable fees and disbursements of the Sales Agents’ counsel,

including the reasonable fees and expenses of counsel for the Sales Agents in connection with FINRA review, if any, and approval of the

Sales Agents’ participation in the offering and distribution of the Shares; (viii) the filing fees incident to FINRA review, if

any; (ix) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection

with the marketing of the offering of the Shares, including, without limitation, expenses associated with the preparation or dissemination

of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants

engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives,

employees and officers of the Company and of the Sales Agent and any such consultants; and (x) the fees and expenses associated with listing

the Shares on the Principal Market. Notwithstanding the foregoing, the fees and disbursements of Sales Agents’ counsel pursuant

to subsections (vi) and (vii) above shall not exceed in the aggregate (A) $75,0000 in connection with the first Sales Issuance Notice

and (B) $25,000 in connection with each Triggering Event Date (as defined below) on which the Company is required to provide a certificate

pursuant to Section 4(q).

Section 4. ADDITIONAL COVENANTS

The Company covenants and

agrees with the Sales Agent as follows, in addition to any other covenants and agreements made elsewhere in this Agreement:

(a) Exchange Act Compliance.

During the Agency Period, the Company shall (i) file, on a timely basis, with the Commission all reports and documents required to be

filed under Section 13, 14 or 15 of the Exchange Act in the manner and within the time periods required by the Exchange Act; and (ii)

either (A) include in its quarterly reports on Form 10-Q and its annual reports on Form 10-K, a summary detailing, for the relevant reporting

period, (1) the number or amount of Shares sold through the Sales Agents pursuant to the Sales Agreements and (2) the net proceeds received

by the Company from such sales or (B) prepare a prospectus supplement containing, or include in such other filing permitted by the Securities

Act or Exchange Act (each an “Interim Prospectus Supplement”), such summary information and, at least once a quarter

and subject to this Section 4, file such Interim Prospectus Supplement pursuant to Rule 424(b) under the Securities Act (and within

the time periods required by Rule 424(b) and Rule 430B or Rule 430C, as applicable, under the Securities Act)).

(b) Securities Act Compliance.

After the date of this Agreement, the Company shall promptly advise the Sales Agent in writing (i) of the receipt of any comments of,

or requests for additional or supplemental information from, the Commission; (ii) of the time and date of any filing of any post-effective

amendment to the Registration Statement, any Rule 462(b) Registration Statement, if any, or any amendment or supplement to the Prospectus,

any Free Writing Prospectus; (iii) of the time and date that any post-effective amendment to the Registration Statement or any Rule 462(b)

Registration Statement becomes effective; and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of

the Registration Statement or any post-effective amendment thereto, any Rule 462(b) Registration Statement, if any, or any amendment or

supplement to the Prospectus or of any order preventing or suspending the use of any Free Writing Prospectus or the Prospectus, or of

any proceedings to remove, suspend or terminate from listing or quotation the Common Shares from any securities exchange upon which they

are listed for trading or included or designated for quotation, or of the threatening or initiation of any proceedings for any of such

purposes. If the Commission shall enter any such stop order at any time, the Company will use its reasonable best efforts to obtain the

lifting of such order as soon as practicable. Additionally, the Company agrees that it shall comply with the provisions of Rule 424(b),

Rule 497 and Rule 433, as applicable, under the Securities Act and will use its reasonable efforts to confirm that any filings made by

the Company under such Rule 424(b), Rule 497 or Rule 433, as applicable, were received in a timely manner by the Commission.

Company Status. During the Agency Period, the Company will use its commercially reasonable efforts to maintain its status as a business

development company under the Investment Company Act; provided, however, the Company may cease to be, or withdraw its election as, a business

development company, with the approval of its board of directors and a vote of stockholders as required by Section 58 of the Investment

Company Act or any successor provision.

(d) Regulated Investment

Company Status. During the Agency Period, the Company will use its commercially reasonable efforts to maintain its qualification as

a regulated investment company under Subchapter M of the Code for each full fiscal year during which it is a business development company

under the Investment Company Act.

(e) Amendments and Supplements

to the Prospectus and Other Securities Act Matters. If any event shall occur or condition exist as a result of which it is necessary

to amend or supplement the Prospectus so that the Prospectus does not include an untrue statement of a material fact or omit to state

a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered

to a purchaser, not misleading, or if in the opinion of the Sales Agent or counsel for the Sales Agent it is otherwise necessary to amend

or supplement the Prospectus to comply with applicable law, including the Securities Act, the Company agrees (subject to Section 4(f)

and 4(h)) to promptly prepare, file with the Commission and furnish at its own expense to the Sales Agent, amendments or supplements

to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include an untrue statement of a material

fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus

is delivered to a purchaser, be misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law including

the Securities Act. Neither the Sales Agent’s consent to, or delivery of, any such amendment or supplement shall constitute a waiver

of any of the Company’s obligations under Sections 4(f) and 4(h).

(f) Sales Agent’s

Review of Proposed Amendments and Supplements. Prior to amending or supplementing the Registration Statement (including any registration

statement filed under Rule 462(b) under the Securities Act) or the Prospectus (excluding any amendment or supplement through incorporation

of any report filed under the Exchange Act), the Company shall furnish to the Sales Agent for review, a reasonable amount of time prior

to the proposed time of filing or use thereof, a copy of each such proposed amendment or supplement, and the Company shall not file or

use any such proposed amendment or supplement without the Sales Agent’s prior consent, which consent shall not be unreasonably withheld

by the Sales Agent, and to file with the Commission within the applicable period specified in Rule 424(b) under the Securities Act any

prospectus required to be filed pursuant to such Rule.

(g) Use of Free Writing

Prospectus. Neither the Company nor the Sales Agent has prepared, used, referred to or distributed, or will prepare, use, refer to

or distribute, without the other party’s prior written consent, any “written communication” that constitutes a “free

writing prospectus” as such terms are defined in Rule 405 under the Securities Act with respect to the offering contemplated by

this Agreement (any such free writing prospectus being referred to herein as a “Free Writing Prospectus”).

(h) Free Writing Prospectuses.

The Company shall furnish to the Sales Agent for review, a reasonable amount of time prior to the proposed time of filing or use thereof,

a copy of each proposed free writing prospectus or any amendment or supplement thereto to be prepared by or on behalf of, used by, or

referred to by the Company and the Company shall not file, use or refer to any proposed free writing prospectus or any amendment or supplement

thereto without the Sales Agent’s consent. The Company shall furnish to the Sales Agent, without charge, as many copies of any free

writing prospectus prepared by or on behalf of, or used by the Company, as the Sales Agent may reasonably request. If at any time when

a prospectus is required by the Securities Act (including, without limitation, pursuant to Rule 173(d)) to be delivered in connection

with sales of the Shares (but in any event if at any time through and including the date of this Agreement) there occurred or occurs an

event or development as a result of which any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company

conflicted or would conflict with the information contained in the Registration Statement or included or would include an untrue statement

of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of

the circumstances prevailing at that subsequent time, not misleading, the Company shall promptly amend or supplement such free writing

prospectus to eliminate or correct such conflict or so that the statements in such free writing prospectus as so amended or supplemented

will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein,

in the light of the circumstances prevailing at such subsequent time, not misleading, as the case may be; provided, however, that

prior to amending or supplementing any such free writing prospectus, the Company shall furnish to the Sales Agent for review, a reasonable

amount of time prior to the proposed time of filing or use thereof, a copy of such proposed amended or supplemented free writing prospectus

and the Company shall not file, use or refer to any such amended or supplemented free writing prospectus without the Sales Agent’s

consent.

(i) [Reserved].

(j) Copies of Registration

Statement and Prospectus. After the date of this Agreement through the last time that a prospectus is required by the Securities Act

(including, without limitation, pursuant to Rule 173(d)) to be delivered in connection with sales of the Shares, the Company agrees to

furnish the Sales Agent with copies (which may be electronic copies) of the Registration Statement and each amendment thereto, and with

copies of the Prospectus and each amendment or supplement thereto in the form in which it is filed with the Commission pursuant to the

Securities Act or Rule 424(b) under the Securities Act, both in such quantities as the Sales Agent may reasonably request from time to

time; and, if the delivery of a prospectus is required under the Securities Act or under the blue sky or securities laws of any jurisdiction

at any time on or prior to the applicable Settlement Date for any period set forth in an Issuance Notice in connection with the offering

or sale of the Shares and if at such time any event has occurred as a result of which the Prospectus as then amended or supplemented would

include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in

the light of the circumstances under which they were made when such Prospectus is delivered, not misleading, or, if for any other reason

it is necessary during such same period to amend or supplement the Prospectus or to file under the Exchange Act any document incorporated

by reference in the Prospectus in order to comply with the Securities Act or the Exchange Act, to notify the Sales Agent and to request

that the Sales Agent suspend offers to sell Shares (and, if so notified, the Sales Agent shall cease such offers as soon as practicable);

and if the Company decides to amend or supplement the Registration Statement or the Prospectus as then amended or supplemented, to advise

the Sales Agent promptly by telephone (with confirmation in writing) and to prepare and cause to be filed promptly with the Commission

an amendment or supplement to the Registration Statement or the Prospectus as then amended or supplemented that will correct such statement

or omission or effect such compliance; provided, however, that if during such same period the Sales Agent is required to deliver a prospectus

in respect of transactions in the Shares, the Company shall promptly prepare and file with the Commission such an amendment or supplement.

(k) Blue Sky Compliance.

The Company shall cooperate with the Sales Agent and counsel for the Sales Agent to qualify or register the Shares for sale under (or

obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws of those jurisdictions

designated by the Sales Agent, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect

so long as required for the distribution of the Shares. The Company shall not be required to qualify as a foreign corporation or to take

any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it

would be subject to taxation as a foreign corporation. The Company will advise the Sales Agent promptly of the suspension of the qualification

or registration of (or any such exemption relating to) the Shares for offering, sale or trading in any jurisdiction or any initiation

or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration

or exemption, the Company shall use its best efforts to obtain the withdrawal thereof as soon as practicable.

(l) Earnings Statement.

As soon as practicable, the Company will make generally available to its security holders and to the Sales Agent an earnings statement

(which need not be audited) covering a period of at least twelve (12) months beginning with the first fiscal quarter of the Company occurring

after the date of this Agreement which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 under the Securities

Act.

(m) Listing; Reservation

of Shares. (a) The Company will maintain the listing of the Shares on the Principal Market; and (b) the Company will reserve and keep

available at all times, free of preemptive rights, Shares for the purpose of enabling the Company to satisfy its obligations under this

Agreement.

(n) Transfer Agent.

The Company shall engage and maintain, at its expense, a registrar and transfer agent for the Shares.

(o) Due Diligence.

During the term of this Agreement, the Company will reasonably cooperate with any reasonable due diligence review conducted by the Sales

Agent in connection with the transactions contemplated hereby, including, without limitation, providing information and making available

documents and senior corporate officers, during normal business hours and at the Company’s principal offices, as the Sales Agent

may reasonably request from time to time.

(p) Representations and

Warranties. The Company acknowledges that each delivery of an Issuance Notice and each delivery of Shares on a Settlement Date shall

be deemed to be (i) an affirmation to the Sales Agent that the representations and warranties of the Company contained in or made pursuant

to this Agreement are true and correct as of the date of such Issuance Notice or of such Settlement Date, as the case may be, as though

made at and as of each such date, except as may be disclosed in the Prospectus (including any documents incorporated by reference therein

and any supplements thereto); and (ii) an undertaking that the Company will advise the Sales Agent if any of such representations and

warranties will not be true and correct as of the Settlement Date for the Shares relating to such Issuance Notice, as though made at and

as of each such date (except that such representations and warranties shall be deemed to relate to the Registration Statement and the

Prospectus as amended and supplemented relating to such Shares).

(q) Deliverables at Triggering

Event Dates; Certificates. The Company agrees that on or prior to the date of the first Sales Issuance Notice and, during the term

of this Agreement after the date of the first Sales Issuance Notice, upon:

(A) the filing of the Prospectus

or the amendment or supplement of any Registration Statement or Prospectus (other than a prospectus supplement relating solely to an offering

of securities other than the Shares or a prospectus filed pursuant to Section 4(a)(ii)(B)), by means of a post-effective amendment,

sticker or supplement, but not by means of incorporation of documents by reference into the Registration Statement or Prospectus;

(B) the filing with the Commission

of an annual report on Form 10-K or a quarterly report on Form 10-Q (including any Form 10-K/A or Form 10-Q/A containing amended financial

information or a material amendment to the previously filed annual report on Form 10-K or quarterly report on Form 10-Q), in each case,

of the Company; or

of a current report on Form 8-K of the Company containing amended financial information (other than information “furnished”

pursuant to Item 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to reclassification of certain

properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) that is material to the

offering of Shares in the Sales Agent’s reasonable discretion;

(any such event, a “Triggering Event

Date”), the Company shall furnish the Sales Agent (but in the case of clause (C) above only if the Sales Agent reasonably determines

that the information contained in such current report on Form 8-K of the Company is material) with a certificate as of the Triggering

Event Date, in the form and substance satisfactory to the Sales Agent and its counsel, substantially similar to the form previously provided

to the Sales Agent and its counsel, modified, as necessary, to relate to the Registration Statement and the Prospectus as amended or supplemented,

(A) confirming that the representations and warranties of the Company contained in this Agreement are true and correct, (B) that the Company

has performed all of its obligations hereunder to be performed on or prior to the date of such certificate and as to the matters set forth

in ‎Section 5(a)(iii) hereof, and (C) containing any other certification that the Sales Agent shall reasonably request. The

requirement to provide a certificate under this Section 4(q) shall be waived for any Triggering Event Date occurring at a time

when no Issuance Notice is pending or a suspension is in effect, which waiver shall continue until the earlier to occur of the date the

Company delivers instructions for the sale of Shares hereunder (which for such calendar quarter shall be considered a Triggering Event

Date) and the next occurring Triggering Event Date for which no such waiver is applicable. Notwithstanding the foregoing, if the Company

subsequently decides to sell Shares following a Triggering Event Date when a suspension was in effect and did not provide the Sales Agent

with a certificate under this Section 4(q), then before the Company delivers the instructions for the sale of Shares or the Sales

Agent sells any Shares pursuant to such instructions, the Company shall provide the Sales Agent with a certificate in conformity with

this Section 4(q) dated as of the date that the instructions for the sale of Shares are issued.

(r) Legal Opinions.

On or prior to the date of the first Sales Issuance Notice and on or prior to each Triggering Event Date with respect to which the Company

is obligated to deliver a certificate pursuant to Section 4(q) for which no waiver is applicable and excluding the date of this

Agreement, a negative assurances letter and the written legal opinion of Dechert LLP, counsel to the Company, and a negative assurances

letter of Ropes & Gray LLP, counsel to the Sales Agent, each dated the date of delivery, in form and substance reasonably satisfactory

to Sales Agent and its counsel, substantially similar to the form previously provided to the Sales Agent and its counsel, modified, as

necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented. In lieu of such opinions for subsequent

periodic filings, in the discretion of the Sales Agent, the Company may furnish a reliance letter from such counsel to the Sales Agent,

permitting the Sales Agent to rely on a previously delivered opinion letter, modified as appropriate for any passage of time or Triggering

Event Date (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as

amended or supplemented as of such Triggering Event Date).

(s) Comfort Letter.

On or prior to the date of the first Sales Issuance Notice and on or prior to each Triggering Event Date with respect to which the Company

is obligated to deliver a certificate pursuant to Section 4(q) for which no waiver is applicable and excluding the date of this

Agreement, the Company shall cause Ernst & Young LLP, the independent registered public accounting firm who has audited the financial

statements included or incorporated by reference in the Registration Statement, to furnish the Sales Agent a comfort letter, dated the

date of delivery, in form and substance reasonably satisfactory to the Sales Agent and its counsel, substantially similar to the form

previously provided to the Sales Agent and its counsel; provided, however, that any such comfort letter will only be required on the Triggering

Event Date specified to the extent that it contains financial statements filed with the Commission under the Exchange Act and incorporated

or deemed to be incorporated by reference into a Prospectus. If requested by the Sales Agent, the Company shall also cause a comfort letter

to be furnished to the Sales Agent within ten (10) Trading Days of the date of occurrence of any material transaction or event requiring

the filing of a current report on Form 8-K containing material amended financial information of the Company, including the restatement

of the Company’s financial statements. To the extent a comfort letter is required under this Agreement, the Company shall not be

required to furnish more than one such comfort letter per calendar quarter.

(t) Secretary’s Certificate.

On or prior to the date of the first Sales Issuance Notice and on or prior to each Triggering Event Date with respect to which the Company

is obligated to deliver a certificate pursuant to Section 4(q) for which no waiver is applicable and excluding the date of this

Agreement, the Company shall furnish the Sales Agent a certificate executed by the Secretary of the Company, signing in such capacity,

dated the date of delivery (i) certifying that attached thereto are true and complete copies of the resolutions duly adopted by the Board

of Directors of the Company authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated

hereby (including, without limitation, the issuance of the Shares pursuant to this Agreement), which authorization shall be in full force

and effect on and as of the date of such certificate, (ii) certifying and attesting to the office, incumbency, due authority and specimen

signatures of each Person who executed this Agreement for or on behalf of the Company, and (iii) containing any other certification that

the Sales Agent shall reasonably request.

(u) Sales Agent’s

Own Account; Clients’ Account. The Company consents to the Sales Agent trading, in compliance with applicable law, in the Common

Shares for the Sales Agent’s own account and for the account of its clients at the same time as sales of the Shares occur pursuant

to this Agreement.

(v) Investment Limitation.

The Company shall not invest, or otherwise use the proceeds received by the Company from its sale of the Shares in such a manner as would

require the Company or any of its Subsidiaries to register as an investment company under the Investment Company Act.

(w) Market Activities.

The Company will not take, directly or indirectly, any action designed to or that might be reasonably expected to cause or result in stabilization

or manipulation of the price of the Shares or any other reference security, whether to facilitate the sale or resale of the Shares or

otherwise, and the Company will, and shall cause each of its affiliates to, comply with all applicable provisions of Regulation M. If

the limitations of Rule 102 of Regulation M (“Rule 102”) do not apply with respect to the Shares or any other reference

security pursuant to any exception set forth in Section (d) of Rule 102, then promptly upon notice from the Sales Agent (or, if later,

at the time stated in the notice), the Company will, and shall cause each of its affiliates to, comply with Rule 102 as though such exception

were not available but the other provisions of Rule 102 (as interpreted by the Commission) did apply. The Company shall promptly notify

the Sales Agent if it no longer meets the requirements set forth in Section (d) of Rule 102.

(x) Notice of Other Sale.

Without the written consent of the Sales Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant

any option to sell or otherwise dispose of any Common Shares or securities convertible into or exchangeable for Common Shares (other than

Shares hereunder), warrants or any rights to purchase or acquire Common Shares, during the period beginning on the third Trading Day immediately

prior to the date on which any Issuance Notice is delivered to the Sales Agent hereunder and ending on the third Trading Day immediately

following the Settlement Date with respect to Shares sold pursuant to such Issuance Notice; and will not directly or indirectly enter

into any other “at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to

sell or otherwise dispose of any Common Shares (other than the Shares offered pursuant to this Agreement) or securities convertible into

or exchangeable for Common Shares, warrants or any rights to purchase or acquire, Common Shares prior to the termination of this Agreement;

provided, however, that such restrictions will not be required in connection with the Company’s (i) issuance or sale of Common Shares,

options to purchase Common Shares or Common Shares issuable upon the exercise of options or other equity awards pursuant to any employee

or director share option, incentive or benefit plan, share purchase or ownership plan, long-term incentive plan, dividend reinvestment

plan, inducement award under Nasdaq rules or other compensation plan of the Company or its Subsidiaries, as in effect on the date of this

Agreement, (ii) issuance or sale of Common Shares issuable upon exchange, conversion or redemption of securities or the exercise or vesting

of warrants, options or other equity awards outstanding at the date of this Agreement, and (iii) modification of any outstanding options,

warrants of any rights to purchase or acquire Common Shares.

Section 5. CONDITIONS TO DELIVERY OF ISSUANCE NOTICES AND TO SETTLEMENT

(a) Conditions Precedent

to the Right of the Company to Deliver an Issuance Notice and the Obligation of the Sales Agent to Sell Shares. The right of the Company

to deliver an Issuance Notice hereunder is subject to the satisfaction, on the date of delivery of such Issuance Notice, and the obligation

of the Sales Agent to use its commercially reasonable efforts to place Shares during the applicable period set forth in the Issuance Notice

is subject to the satisfaction, on each Trading Day during the applicable period set forth in the Issuance Notice, of each of the following

conditions:

(i)

Accuracy of the Company’s Representations and Warranties; Performance by the Company. The Company shall have delivered the certificate required to be delivered pursuant to Section 4(q) on or before the date on which delivery of such certificate is required pursuant to Section 4(q). The Company shall have performed, satisfied and complied with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to such date, including, but not limited to, the covenants contained in Section 4(r), Section 4(s) and Section 4(t).

(ii)

No Injunction. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby that prohibits or directly and materially adversely affects any of the transactions contemplated by this Agreement, and no proceeding shall have been commenced that may have the effect of prohibiting or materially adversely affecting any of the transactions contemplated by this Agreement.

(iii)

Material Adverse Changes. Except as disclosed in the Prospectus and the Time of Sale Information, in the reasonable judgment of the Sales Agent there shall not have occurred any Material Adverse Change.

(iv)

No Suspension of Trading in or Delisting of Common Shares; Other Events. The trading of the Common Shares (including without limitation the Shares) shall not have been suspended by the Commission, the Principal Market or FINRA, and the Common Shares (including without limitation the Shares) shall have been approved for listing or quotation on and shall not have been delisted from the Nasdaq Stock Market, the New York Stock Exchange or any of their constituent markets. There shall not have occurred (and be continuing in the case of occurrences under clauses (i) and (ii) below) any of the following: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the Principal Market or trading in securities generally on either the Principal Market shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or the FINRA; (ii) a general banking moratorium shall have been declared by any of federal or New York, authorities; or (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Sales Agent is material and adverse and makes it impracticable to market the Shares in the manner and on the terms described in the Prospectus or to enforce contracts for the sale of securities.

(b) Documents Required

to be Delivered on each Issuance Notice Date. The Sales Agent’s obligation to use its commercially reasonable efforts to place

Shares hereunder shall additionally be conditioned upon the delivery to the Sales Agent on or before the Issuance Notice Date of a certificate

in form and substance reasonably satisfactory to the Sales Agent, executed by the Chief Executive Officer, President, Chief Financial

Officer or General Counsel of the Company, to the effect that all conditions to the delivery of such Issuance Notice shall have been satisfied

as at the date of such certificate (which certificate shall not be required if the foregoing representations shall be set forth in the

Issuance Notice).

Material Omission. Sales Agent shall not have advised the Company that the Registration Statement, the Prospectus or the Time of Sale

Information, or any amendment or supplement thereto, contains an untrue statement of fact that in the Sales Agent’s reasonable opinion

is material, or omits to state a fact that in the Sales Agent’s reasonable opinion is material and is required to be stated therein

or is necessary to make the statements therein not misleading.

Section 6. INDEMNIFICATION AND CONTRIBUTION

(a) Indemnification of

the Sales Agent. The Company agrees to indemnify and hold harmless the Sales Agent, its officers and employees, and each person, if

any, who controls the Sales Agent within the meaning of the Securities Act or the Exchange Act against any loss, claim, damage, liability

or expense, as incurred, to which the Sales Agent or such officer, employee or controlling person may become subject, under the Securities

Act, the Exchange Act, other federal or state statutory law or regulation, or the laws or regulations of foreign jurisdictions where Shares

have been offered or sold or at common law or otherwise (including in settlement of any litigation), insofar as such loss, claim, damage,

liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or

alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, including any information

deemed to be a part thereof pursuant to Rule 430B or Rule 430C, as applicable, under the Securities Act, or the omission or alleged omission

therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) any untrue

statement or alleged untrue statement of a material fact contained in any Free Writing Prospectus that the Company has used, referred

to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act, or the Prospectus (or any amendment or supplement

thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light

of the circumstances under which they were made, not misleading, and to reimburse the Sales Agent and each such officer, employee and

controlling person for any and all expenses (including the reasonable fees and disbursements of counsel chosen by the Sales Agent) as

such expenses are reasonably incurred by the Sales Agent or such officer, employee or controlling person in connection with investigating,

defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing

indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out

of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity

with written information furnished to the Company by the Sales Agent expressly for use in the Registration Statement, any such Free Writing

Prospectus or the Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished

by the Sales Agent to the Company consists of the information set forth in the tenth paragraph under the caption “Plan of Distribution”

in the Prospectus.

(b) Indemnification of

the Company, its Directors and Officers. The Sales Agent agrees to indemnify and hold harmless the Company, its directors, its officers

who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of the Securities Act or the

Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which the Company or any such director, officer or

controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation,

or the laws or regulations of foreign jurisdictions where Shares have been offered or sold or at common law or otherwise (including in

settlement of any litigation), arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact

contained in the Registration Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule

430B under the Securities Act, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary

to make the statements therein not misleading; or (ii) any untrue statement or alleged untrue statement of a material fact contained in

any Free Writing Prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities

Act, or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary

in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; but, for each of

(i) and (ii) above, only to the extent arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged

omission made in reliance upon and in conformity with written information furnished to the Company by the Sales Agent expressly for use

in the Registration Statement, any such Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), it being understood

and agreed that the only such information furnished by the Sales Agent to the Company consists of the information described in Section

6(a) above, and to reimburse the Company and each such director, officer and controlling person for any and all expenses (including the

reasonable fees and disbursements of one counsel chosen by the Company) as such expenses are reasonably incurred by the Company or such

director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim,

damage, liability, expense or action. The indemnity agreement set forth in this Section 6(b) shall be in addition to any liabilities that

the Sales Agent may otherwise have.

Indemnification Procedures. Promptly after receipt by an indemnified party under this ‎Section 6 of notice of the commencement

of any action, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under this ‎Section

6, notify the indemnifying party in writing of the commencement thereof, but the omission so to notify the indemnifying party will

not relieve it from any liability which it may have to any indemnified party for contribution or otherwise than under the indemnity agreement

contained in this ‎Section 6 or to the extent it is not prejudiced as a proximate result of such failure. In case any such

action is brought against any indemnified party and such indemnified party seeks or intends to seek indemnity from an indemnifying party,

the indemnifying party will be entitled to participate in, and, to the extent that it shall elect, jointly with all other indemnifying

parties similarly notified, by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such

indemnified party, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party; provided, however, if

the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably

concluded that a conflict may arise between the positions of the indemnifying party and the indemnified party in conducting the defense

of any such action or that there may be legal defenses available to it and/or other indemnified parties which are different from or additional

to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assume

such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. Upon receipt

of notice from the indemnifying party to such indemnified party of such indemnifying party’s election so to assume the defense of

such action and approval by the indemnified party of counsel, the indemnifying party will not be liable to such indemnified party under

this ‎Section 6 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense

thereof unless (i) the indemnified party shall have employed separate counsel in accordance with the proviso to the preceding sentence

(it being understood, however, that the indemnifying party shall not be liable for the fees and expenses of more than one separate counsel

(together with local counsel, if necessary), representing the indemnified parties who are parties to such action), which counsel (together

with any local counsel, if necessary) for the indemnified parties shall be selected by the indemnified party (in the case of counsel for

the indemnified parties referred to in ‎Section 6(a) and Section 6(b) above), (ii) the indemnifying party shall not

have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of

commencement of the action or (iii) the indemnifying party has authorized in writing the employment of counsel for the indemnified party

at the expense of the indemnifying party, in each of which cases the fees and expenses of counsel shall be at the expense of the indemnifying

party and shall be paid as they are incurred.

(d) Settlements. The

indemnifying party under this ‎Section 6 shall not be liable for any settlement of any proceeding effected without its written

consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify

the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding

the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party

for fees and expenses of counsel as contemplated by Section 6(c) hereof, the indemnifying party agrees that it shall be liable

for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than thirty (30)

days after receipt by such indemnifying party of the aforesaid request; and (ii) such indemnifying party shall not have reimbursed the

indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior

written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened

action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been

sought hereunder by such indemnified party, unless such settlement, compromise or consent includes an unconditional release of such indemnified

party from all liability on claims that are the subject matter of such action, suit or proceeding.

(e) Contribution. If

the indemnification provided for in this ‎Section 6 is for any reason held to be unavailable to or otherwise insufficient to

hold harmless an indemnified party in respect of any losses, claims, damages, liabilities or expenses referred to therein, then each indemnifying

party shall contribute to the aggregate amount paid or payable by such indemnified party, as incurred, as a result of any losses, claims,

damages, liabilities or expenses referred to therein (i) in such proportion as is appropriate to reflect the relative benefits received

by the Company, on the one hand, and the Sales Agent, on the other hand, from the offering of the Shares pursuant to this Agreement; or

(ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect

not only the relative benefits referred to in clause (i) above but also the relative fault of the Company, on the one hand, and the Sales

Agent, on the other hand, in connection with the statements or omissions which resulted in such losses, claims, damages, liabilities or

expenses, as well as any other relevant equitable considerations. The relative benefits received by the Company, on the one hand, and

the Sales Agent, on the other hand, in connection with the offering of the Shares pursuant to this Agreement shall be deemed to be in

the same respective proportions as the total net proceeds from the offering of the Shares (before deducting offering expenses) received

by the Company bear to the total commissions received by the Sales Agent. The relative fault of the Company, on the one hand, and the

Sales Agent, on the other hand, shall be determined by reference to, among other things, whether any such untrue or alleged untrue statement

of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Company, on the one

hand, or the Sales Agent, on the other hand, and the parties’ relative intent, knowledge, access to information and opportunity

to correct or prevent such statement or omission.

The amount paid or payable

by a party as a result of the losses, claims, damages, liabilities and expenses referred to above shall be deemed to include, subject

to the limitations set forth in ‎Section 6(c), any legal or other fees or expenses reasonably incurred by such party in connection

with investigating or defending any action or claim. The provisions set forth in ‎Section 6(c) with respect to notice of commencement

of any action shall apply if a claim for contribution is to be made under this ‎Section 6(e); provided, however, that

no additional notice shall be required with respect to any action for which notice has been given under ‎Section 6(c) for purposes

of indemnification.

The Company and the Sales

Agent agree that it would not be just and equitable if contribution pursuant to this ‎Section 6(e) were determined by pro rata

allocation or by any other method of allocation which does not take account of the equitable considerations referred to in this ‎Section

6(e).

Notwithstanding the provisions

of this ‎Section 6(e), the Sales Agent shall not be required to contribute any amount in excess of the Selling Commission received

by the Sales Agent in connection with the offering contemplated hereby. No person guilty of fraudulent misrepresentation (within the meaning

of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

For purposes of this ‎Section 6(e), each officer and employee of the Sales Agent and each person, if any, who controls the

Sales Agent within the meaning of the Securities Act or the Exchange Act shall have the same rights to contribution as the Sales Agent,

and each director of the Company, each officer of the Company who signed the Registration Statement, and each person, if any, who controls

the Company within the meaning of the Securities Act and the Exchange Act shall have the same rights to contribution as the Company.

Notwithstanding any other

provision of this Section 6, no party shall be entitled to indemnification or contribution under this Agreement in violation of Section

17(i) of the Investment Company Act.

Section 7. TERMINATION & SURVIVAL

(a) Term. Subject to

the provisions of this ‎Section 7, the term of this Agreement shall continue from the date of this Agreement until the end

of the Agency Period, unless earlier terminated by the parties to this Agreement pursuant to this ‎Section 7.

(b) Termination; Survival

Following Termination.

(i)

Either party may terminate this Agreement prior to the end of the Agency Period, by giving written notice as required by this Agreement, upon ten (10) Trading Days’ notice to the other party; provided that, (A) if the Company terminates this Agreement after the Sales Agent confirms to the Company any sale of Shares, the Company shall remain obligated to comply with Section 3(b)(v) with respect to such Shares and (B) ‎Section 2, ‎Section 6, ‎Section 7 and ‎Section 8 shall survive termination of this Agreement. If termination shall occur prior to the Settlement Date for any sale of Shares, such sale shall nevertheless settle in accordance with the terms of this Agreement.

(ii)

In addition to the survival provision of ‎Section 7(b)(i), the respective indemnities, agreements, representations, warranties and other statements of the Company, of its officers and of the Sales Agent set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of the Sales Agent or the Company or any of its or their partners, officers or directors or any controlling person, as the case may be, and, anything herein to the contrary notwithstanding, will survive delivery of and payment for the Shares sold hereunder and any termination of this Agreement.

Section 8. MISCELLANEOUS

(a) Press Releases and

Disclosure. The Company may issue a press release describing the material terms of the transactions contemplated hereby as soon as

practicable following the date of this Agreement, and may file with the Commission a Current Report on Form 8-K, with this Agreement attached

as an exhibit thereto, describing the material terms of the transactions contemplated hereby, and the Company shall consult with the Sales

Agent prior to making such disclosures, and the parties hereto shall use all commercially reasonable efforts, acting in good faith, to

agree upon a text for such disclosures that is reasonably satisfactory to all parties hereto. No party hereto shall issue thereafter any

press release or like public statement (including, without limitation, any disclosure required in reports filed with the Commission pursuant

to the Exchange Act) related to this Agreement or any of the transactions contemplated hereby without the prior written approval of the

other party hereto, except as may be necessary or appropriate in the reasonable opinion of the party seeking to make disclosure to comply

with the requirements of applicable law or stock exchange rules. If any such press release or like public statement is so required, the

party making such disclosure shall consult with the other party prior to making such disclosure, and the parties shall use all commercially

reasonable efforts, acting in good faith, to agree upon a text for such disclosure that is reasonably satisfactory to all parties hereto.

(b) No Advisory or Fiduciary

Relationship. The Company acknowledges and agrees that (i) the transactions contemplated by this Agreement, including the determination

of any fees, are arm’s-length commercial transactions between the Company and the Sales Agent, (ii) when acting as a principal under

this Agreement, the Sales Agent is and has been acting solely as a principal is not the agent or fiduciary of the Company, or its stockholders,

creditors, employees or any other party, (iii) the Sales Agent has not assumed nor will assume an advisory or fiduciary responsibility

in favor of the Company with respect to the transactions contemplated hereby or the process leading thereto (irrespective of whether the

Sales Agent has advised or is currently advising the Company on other matters) and the Sales Agent does not have any obligation to the

Company with respect to the transactions contemplated hereby except the obligations expressly set forth in this Agreement, (iv) the Sales

Agent and its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company,

and (v) the Sales Agent has not provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated

hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

The Company acknowledges that the Sales Agent’s research analysts and research departments are required to and should be independent

from their respective investment banking divisions and are subject to certain regulations and internal policies, and as such the Sales

Agent’s research analysts may hold views and make statements or investment recommendations and/or publish research reports with

respect to the Company or the offering that differ from the views of their respective investment banking divisions. The Company understands

that the Sales Agent is a full service securities firm and as such from time to time, subject to applicable securities laws, may effect

transactions for its own account or the account of its customers and hold long or short positions in debt or equity securities of the

companies that may be the subject of the transactions contemplated by the Sales Agreements.

(d) Notices. All communications

hereunder shall be in writing and shall be mailed, hand delivered or telecopied and confirmed to the parties hereto as follows:

If to the Sales Agent:

Jefferies LLC

520 Madison Avenue

New York, NY 10022

Attention: General Counsel

with a copy (which shall not constitute

notice) to:

Ropes & Gray LLP

1211 Avenue of the Americas

New York, NY 10036

Attention: Paul D. Tropp

If to the Company:

Trinity Capital Inc.

1 N. 1st Street

3rd Floor

Phoenix, AZ 85004

Attention: Kyle Brown

with a copy (which shall not constitute

notice) to:

Dechert LLP

1900 K Street, NW

Washington, DC 20006

Attention: Harry S. Pangas

Darius I. Ravangard

Any party hereto may change the address for receipt

of communications by giving written notice to the others in accordance with this ‎Section 8(d).

(e) Successors. This

Agreement will inure to the benefit of and be binding upon the parties hereto, and to the benefit of the employees, officers and directors

and controlling persons referred to in ‎Section 6, and in each case their respective successors, and no other person will have

any right or obligation hereunder. The term “successors” shall not include any purchaser of the Shares as such from the Sales

Agent merely by reason of such purchase.

(f) Partial Unenforceability.

The invalidity or unenforceability of any Article, Section, paragraph or provision of this Agreement shall not affect the validity or

enforceability of any other Article, Section, paragraph or provision hereof. If any Article, Section, paragraph or provision of this Agreement

is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor

changes) as are necessary to make it valid and enforceable.

(g) Governing Law Provisions.

This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York applicable to agreements

made and to be performed in such state. Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions

contemplated hereby may be instituted in the federal courts of the United States of America located in the Borough of Manhattan in the

City of New York or the courts of the State of New York in each case located in the Borough of Manhattan in the City of New York (collectively,

the “Specified Courts”), and each party irrevocably submits to the exclusive jurisdiction (except for proceedings instituted

in regard to the enforcement of a judgment of any such court, as to which such jurisdiction is non-exclusive) of such courts in any such

suit, action or proceeding. Service of any process, summons, notice or document by mail to such party’s address set forth above

shall be effective service of process for any suit, action or other proceeding brought in any such court. The parties irrevocably and

unconditionally waive any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably

and unconditionally waive and agree not to plead or claim in any such court that any such suit, action or other proceeding brought in

any such court has been brought in an inconvenient forum.

(h) General Provisions.

This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous

oral agreements, understandings and negotiations with respect to the subject matter hereof. This Agreement may not be amended or modified

unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by

each party whom the condition is meant to benefit. The Article and Section headings herein are for the convenience of the parties only

and shall not affect the construction or interpretation of this Agreement. This Agreement may be executed in counterparts, all of which

together shall constitute one and the same instrument, and each of which may be delivered via facsimile, electronic mail (including any

electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and

Records Act or other applicable law, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed

to have been duly and validly delivered and be valid and effective for all purposes.

[Signature Page Immediately Follows]

Execution Version

If the foregoing is in accordance with your understanding

of our agreement, kindly sign and return to the Company the enclosed copies hereof, whereupon this instrument, along with all counterparts

hereof, shall become a binding agreement in accordance with its terms.

Very truly yours,

TRINITY CAPITAL INC.

By:

/s/ Kyle Brown

Name:

Kyle Brown

Title:

Chief Executive Officer, President and Chief Investment Officer

The foregoing Agreement is

hereby confirmed and accepted by the Sales Agent in New York, New York as of the date first above written.

Jefferies LLC

By:

/s/ Michael Magarro

Name:

Michael Magarro

Title:

Managing Director

[Signature Page to Sales Agreement (Jefferies)]

EXHIBIT A

ISSUANCE NOTICE

[Date]

Jefferies LLC

520 Madison Avenue

New York, New York 10022

Attn: [__________]

Reference is made to the Open Market Sale Agreement

between Trinity Capital Inc. (the “Company”) and Jefferies LLC (the “Sales Agent”) dated as of May

7, 2026. The Company confirms that all conditions to the delivery of this Issuance Notice are satisfied as of the date hereof.

Date of Delivery of Issuance Notice (determined pursuant to ‎Section

3(b)(i)): _______________________

Issuance Amount (equal to the total Sales Price for such Shares):

Number of days in selling period:

First date of selling period:

Last date of selling period:

Settlement Date(s) if other than standard T+1 settlement:

Floor Price Limitation (in no event less than

$1.00 without the prior written consent of the Sales Agent, which consent may be withheld in the Sales Agent’s sole discretion,

or below the Company’s then current net asset value per share): $ ____ per share

Comments:

By:

Name:

Title:

A-1

Execution Version

Schedule A

Notice Parties

The Company

Kyle Brown;

Michael Testa

The Sales Agent

Michael Magarro

Donald C. Lynaugh

A-2

Schedule B

Subsidiaries of the Company

TRINCAP FUNDING, LLC

TRINCAP TERM FUNDING, LLC

B-1

EX-10.2 — EXHIBIT 10.2

EX-10.2

Filename: ea028948901_ex10-2.htm · Sequence: 4

Exhibit 10.2

Execution Version

OPEN MARKET SALE AGREEMENT

May 7, 2026

B. Riley Securities, Inc.

299 Park Avenue, 21st Floor

New York, New York 10171

Ladies and Gentlemen:

Trinity Capital Inc., a Maryland

corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from time

to time through [Sales Agent Name], as sales agent and/or principal (the “Sales Agent”), shares of the Company’s

common stock, par value $0.001 per share (the “Common Shares”), having an aggregate offering price of up to $300,000,000

on the terms set forth in this agreement (this “Agreement”).

The Company has also entered into separate sales agreements in substantially

similar form to this Agreement, of even date herewith (the “Other Sales Agreements”), with each of Jefferies LLC, Keefe,

Bruyette & Woods, Inc. and Compass Point Research & Trading, LLC (the “Other Sales Agents”) for the issuance

and sale from time to time through the Other Sales Agents of Shares on the terms set forth in the Other Sales Agreements. The Sales Agent

and the Other Sales Agents are collectively referred to herein as the “Sales Agents.” This Agreement and the Other

Sales Agreements are collectively referred to herein as the “Sales Agreements.” The aggregate gross sales price of

the Shares that may be sold collectively pursuant to this Agreement and the Other Sales Agreements shall not exceed the Maximum Program

Amount (as defined herein).