Form 8-K

8-K — Trinity Capital Inc.

Accession: 0001213900-26-060069

Filed: 2026-05-21

Period: 2026-05-19

CIK: 0001786108

Item: Entry into a Material Definitive Agreement

Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item: Financial Statements and Exhibits

Documents

8-K — ea0291805-01_8k.htm (Primary)

EX-1.1 — EXHIBIT 1.1 (ea029180501_ex1-1.htm)

EX-4.2 — EXHIBIT 4.2 (ea029180501_ex4-2.htm)

EX-5.1 — EXHIBIT 5.1 (ea029180501_ex5-1.htm)

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8-K

8-K (Primary)

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2026-05-19

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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 19, 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 (see General

Instructions A.2. below):

☐ 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 19, 2026, Trinity

Capital Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) by and among

the Company and Keefe, Bruyette & Woods, Inc. and MUFG Securities Americas Inc., as representatives of the several underwriters named

in Schedule 1 thereto (collectively, the “Underwriters”), in connection with the issuance and sale of $300,000,000 aggregate

principal amount of the Company’s 7.000% Notes due 2031 (the “Notes”).

The Underwriting Agreement

includes customary representations, warranties and covenants by the Company. It also provides for customary indemnification by each of

the Company and the Underwriters against certain liabilities and customary contribution provisions in respect of those liabilities.

On May 21, 2026, the

Company and U.S. Bank Trust Company, National Association (the “Trustee”), entered into an eighth supplemental indenture (the

“Eighth Supplemental Indenture”) to the indenture, dated as of January 16, 2020, between the Company and the Trustee (the

“Base Indenture”; and together with the Eighth Supplemental Indenture, the “Indenture”), relating to the issuance

of the Notes.

The Notes will mature

on May 21, 2031, and may be redeemed in whole or in part at the Company’s option at any time prior to April 21, 2031 at par value

plus a “make-whole” premium calculated in accordance with terms under the Indenture and at par on April 21, 2031 or thereafter.

The Notes bear interest at a rate of 7.000% per year payable semi-annually on May 21 and November 21 of each year, commencing on November

21, 2026. The Notes are direct, general unsecured obligations of the Company that rank senior in right of payment to all of the Company’s

existing and future indebtedness or other obligations that are expressly subordinated in right of payment to the Notes, rank pari passu

with all existing and future unsecured unsubordinated indebtedness or other obligations issued by the Company, rank effectively junior

to any of the Company’s secured indebtedness (including unsecured indebtedness that the Company later secures) to the extent of

the value of the assets securing such indebtedness, and rank structurally junior to all existing and future indebtedness or other obligations

(including trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities.

The Indenture contains

certain covenants, including covenants requiring the Company to comply with the asset coverage requirements of Section 18(a)(1)(A) as

modified by Section 61(a) of the Investment Company Act of 1940, as amended, or any successor provisions, but giving effect, in either

case, to any exemptive relief granted to the Company by the Securities and Exchange Commission, and to provide financial information to

the holders of the Notes and the Trustee if the Company should no longer be subject to the reporting requirements under the Securities

Exchange Act of 1934, as amended. These covenants are subject to important limitations and exceptions that are described in the Indenture.

In addition, upon the

occurrence of a “change of control repurchase event,” as defined in the Indenture, the Company will generally be required

to make an offer to purchase the Notes at a price equal to 100% of the principal amount of such Notes plus accrued and unpaid interest

to, but not including, the date of purchase.

The Notes were offered

and sold in an offering registered under the Securities Act of 1933, as amended, pursuant to the Registration Statement on Form N-2 (File

No. 333-289495) previously filed with the Securities and Exchange Commission on August 11, 2025, as supplemented by a preliminary prospectus

supplement dated May 19, 2026, a final prospectus supplement dated May 19, 2026, and the pricing term sheet dated May 19, 2026. The transaction

closed on May 21, 2026. The net proceeds to the Company were approximately $294.54 million, after deducting the underwriting discounts

and estimated offering expenses. The Company intends to use the net proceeds to repay outstanding secured indebtedness under its credit

agreement with KeyBank, National Association.

The foregoing descriptions

of the Underwriting Agreement, the Base Indenture, the Eighth Supplemental Indenture and the Notes do not purport to be complete and are

qualified in their entirety by reference to the full text of the Underwriting Agreement, the Base Indenture, the Eighth Supplemental Indenture

and the form of global note representing the Notes, respectively, each filed as exhibits hereto and incorporated by reference herein.

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 2.03 - Creation of a Direct Financial

Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant

The information set forth under Item 1.01

of this Form 8-K is incorporated herein by reference.

Item 9.01 - Financial Statements and Exhibits

(d) Exhibits:

Exhibit

Number

Description

1.1

Underwriting Agreement, dated May 19, 2026, by and among Trinity Capital Inc. and Keefe, Bruyette & Woods, Inc. and MUFG Securities Americas Inc., as representatives of the several underwriters named in Schedule 1 thereto.

4.1

Indenture, dated as of January 16, 2020, by and between Trinity Capital Inc. and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to exhibit 4.3 to the Company’s Registration Statement on Form 10 filed on January 16, 2020).

4.2

Eighth Supplemental Indenture, dated as of May 21, 2026, between Trinity Capital Inc. and U.S. Bank Trust Company, National Association, as Trustee.

4.3

Form of 7.000% Note due 2031(included as part of Exhibit 4.2)

5.1

Opinion of Dechert LLP

23.1

Consent of Dechert LLP (included as part of Exhibit 5.1)

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 thereunto duly authorized.

Trinity Capital Inc.

Date: May 21, 2026

By:

/s/ Kyle Brown

Name: Kyle Brown

Title: Chief Executive Officer, President and Chief Investment Officer

EX-1.1 — EXHIBIT 1.1

EX-1.1

Filename: ea029180501_ex1-1.htm · Sequence: 2

Exhibit 1.1

TRINITY CAPITAL INC.

$300,000,000

7.000% Notes due

2031

Underwriting Agreement

Keefe, Bruyette & Woods, Inc.

MUFG Securities Americas Inc.

May 19, 2026

As the Representatives of the

several Underwriters listed

in Schedule 1 hereto

c/o Keefe, Bruyette & Woods, Inc.

787 Seventh Avenue, Fourth Floor

New York, New York 10019

c/o MUFG Securities Americas Inc.

1221 Avenue of the Americas,

6th Floor

New York, New York 10020

Ladies and Gentlemen:

Trinity Capital

Inc., a Maryland corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell

to the several Underwriters listed in Schedule 1 hereto (collectively, the “Underwriters,” which term shall also include any

underwriter substituted as hereinafter provided in Section 11 hereof), for whom Keefe, Bruyette & Woods, Inc. (“KBW”)

and MUFG Securities Americas Inc. (“MUFG”) are acting as representatives (in such capacity, the “Representatives”),

$300,000,000 aggregate principal amount of 7.000% Notes due 2031 of the Company (the “Securities”).

The Securities

will be issued under an indenture, dated as of January 16, 2020 (the “Base Indenture”), as supplemented by the Eighth Supplemental

Indenture, dated as of the Closing Date (as defined below) (the “Eighth Supplemental Indenture” and, together with the Base

Indenture, the “Indenture”), between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).

The Securities will be issued in book-entry form to Cede & Co. as nominee of the Depository Trust Company (“DTC”) pursuant

to a blanket letter of representations, dated as of March 26, 2024, between the Company and DTC.

The Company

understands that the Underwriters propose to make an offering of the Securities as soon as the Representatives deem advisable after this

underwriting agreement (this “Agreement”) has been executed and delivered.

The Company

hereby confirms its agreement with the several Underwriters concerning the purchase and sale of the Securities, as follows:

1. Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission

(the “Commission”) under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder

(collectively, the “Securities Act”), a “shelf registration statement” on Form N-2 (File No. 333-289495), relating

to the Securities and certain of the Company’s other securities, which registration statement became effective upon filing with

the Commission on August 11, 2025. The Company has also prepared and filed with the Commission a preliminary prospectus supplement dated

May 19, 2026 (the “Preliminary Prospectus Supplement”), which contains a base prospectus, dated August 11, 2025 (the “Base

Prospectus,” and together with the Preliminary Prospectus Supplement, the “Preliminary Prospectus”). Promptly after

execution and delivery of this Agreement, the Company will prepare

and file a prospectus in accordance with the provisions of Rule 430B (“Rule 430B”) promulgated under the Securities Act and

Rule 424 (“Rule 424”) promulgated under the Securities Act. The information, if any, included or incorporated by reference

in such prospectus that was omitted from such registration statement at the time it became effective but that is deemed to be part of

such registration statement pursuant to Rule 430B is referred to as “Rule 430B Information.” Unless the context otherwise

requires, such registration statement, including all documents filed as a part thereof and any Rule 430B Information contained in a prospectus

subsequently filed with the Commission pursuant to Rule 424 under the Securities Act and deemed to be part of the registration statement

and also including any registration statement filed pursuant to Rule 462(b) promulgated under the Securities Act (the “Rule 462(b)

Registration Statement”), is herein called the “Registration Statement.” The final prospectus to be filed with the Commission

pursuant to Rule 424 after the Applicable Time (as defined below) and to be used to confirm sales, which will include the Base Prospectus

together with a final prospectus supplement (the “Prospectus Supplement”), is hereinafter referred to as the “Prospectus.”

Any reference herein to the Registration Statement, the Preliminary Prospectus and the Prospectus shall be deemed to refer to and include

all documents incorporated by reference pursuant to the rules of the Commission promulgated under the Securities Act. All references in

this Agreement to amendments or supplements to the Registration Statement or the Prospectus, including those made pursuant to Rule 424

under the Securities Act or such other rule under the Securities Act as may be applicable to the Company, shall be deemed to mean and

include, without limitation, the filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)

which is or is deemed to be incorporated by reference in or otherwise deemed under the rules of the Commission promulgated thereunder

or otherwise to be a part of or included in the Registration Statement or the Prospectus, as the case may be, as of any specified date.

A Form N-54A Notification

of Election to be Subject to Sections 55 through 65 of the Investment Company Act of 1940, as amended, and the rules and regulations of

the Commission thereunder (collectively, the “Investment Company Act”) filed pursuant to Section 54(a) of the Investment Company

Act (File No. 814-01341) was filed under the Investment Company Act with the Commission on January 16, 2020.

At or prior

to the Applicable Time, the Company had prepared the Preliminary Prospectus, which together with the information set forth on Schedule

2 hereto, comprises the “Pricing Disclosure Package.”

“Applicable Time” means 4:20 P.M., New York

City time, on May 19, 2026.

“Testing-the-Waters

Communication” means any oral or written communication with potential investors undertaken in reliance on Section 5(d) of the Securities

Act.

2. Purchase of the Securities by the Underwriters.

(a) Securities.

The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on

the basis of the representations, warranties, and agreements set forth herein and subject to the conditions set forth herein, agrees,

severally and not jointly, to purchase from the Company the respective aggregate principal amount of Securities set forth opposite such

Underwriter’s name in Schedule 1 hereto at the price (the “Purchase Price”) set forth in Schedule 1 hereto. Payment

for the Securities shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representatives,

at the offices of Ropes & Gray LLP, 1211 Avenue of the Americas, New York, NY 10036, at 10:00 A.M., New York City time, on May 21,

2026, or at such other time or place on the same or such other date, not later than the third business day thereafter, as the Representatives

and the Company may agree upon in writing. The time and date of such payment for the Securities is referred to herein as the “Closing

Date.”

Payment for the

Securities shall be made against delivery to the Representatives for the respective accounts of the several Underwriters of the principal

amount of Securities to be purchased on such date with any transfer taxes payable in connection with the sale of such Securities duly

paid by the Company. Delivery of the Securities shall be made through the facilities of DTC unless the Representatives shall otherwise

instruct.

(b) The

Company understands that the Underwriters intend to offer the Securities for resale on the terms set forth in the Pricing Disclosure Package

and the Prospectus, as in the judgment of the Representatives is advisable. The Company acknowledges and agrees that the Underwriters

may offer and sell Securities to or through any affiliate of an Underwriter.

Company acknowledges and agrees that (1) the Underwriters are acting solely as principal and in the capacity of an arm’s-length

contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining

the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person, (2) the

Underwriters have no obligation to the Company with respect to the transactions contemplated by this Agreement except the obligations

expressly set forth in this Agreement and (3) it is capable of evaluating and understanding, and understands and accepts, the terms, risks

and conditions of the transactions contemplated hereby. Additionally, neither the Representatives nor any other Underwriter is advising

the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall

consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal

of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto.

The Company acknowledges and agrees that it is aware that the Underwriters and their affiliates are engaged in a broad range of transactions

which may involve interests that differ from those of the Company and that the Underwriters have no obligation to disclose such interests

and transactions to the Company by virtue of any fiduciary, advisory or agency relationship or otherwise.

3. Representations

and Warranties of the Company. The Company hereby represents and warrants to each Underwriter, as of the date of this Agreement and

the Closing Date, and agrees with each Underwriter that:

(a) Preliminary

Prospectus. No order preventing or suspending the use of the Preliminary Prospectus has been issued by the Commission, and the Preliminary

Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, complied in all material respects with the Securities

Act, and the Preliminary Prospectus, at the time of filing thereof, did 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 that the Company makes no representation and warranty with respect to any statements or omissions made

in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter

through the Representatives expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information

furnished by any Underwriter consists of the information described as such in Section 8(b) hereof;

(b) Pricing

Disclosure Package. The Pricing Disclosure Package as of the Applicable Time did not, and the Pricing Disclosure Package (together

with any amendment or supplement thereto) as of the Closing 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 that the Company makes no representation and warranty with respect to any statements or omissions made

in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter

through the Representatives expressly for use in such Pricing Disclosure Package, it being understood and agreed that the only such information

furnished by any Underwriter consists of the information described as such in Section 8(b) hereof;

Prospectus. The Company (including its agents and representatives, other than the Underwriters 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 Securities Act) that constitutes an offer to sell or

solicitation of an offer to buy the Securities (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 Preliminary Prospectus, (iii) the Prospectus, (iv) the documents listed on Schedule 2 hereto,

including a Pricing Term Sheet substantially in the form of Annex A hereto, and (v) any electronic road show or other written

communications, in each case approved in writing in advance by the Representatives. Each such Issuer Free Writing Prospectus, if

any, complies 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 Preliminary

Prospectus filed prior to the first use of such Issuer Free Writing Prospectus, at the Applicable Time, did not, and at the Closing

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 any Underwriter furnished to the Company in writing

by such Underwriter through the Representatives expressly for use therein, it being understood and agreed that the only such

information furnished by any Underwriter consists of the information described as such in Section 8(b) hereof;

(d) Investor

Presentation. Any investor presentation or “road show” presentation undertaken in connection with the marketing of the

Securities as of the Applicable Time did not, and as of the Closing 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;

(e) Documents

Incorporated by Reference. The documents incorporated by reference in each of the Registration Statement, the Prospectus and the Preliminary

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, the Prospectus or the Preliminary 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) Testing-the-Waters

Materials. The Company (i) has not alone engaged in any Testing-the-Waters Communications and (ii) has not authorized anyone to engage

in Testing-the-Waters Communications;

(g) Registration

Statement and Prospectus. The Company is eligible to use Form N-2 under the Securities Act, and the Registration Statement has been

declared effective by the Commission. No order suspending the effectiveness of the Registration Statement has been issued by the Commission,

and, to the knowledge of the Company, no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company

or related to the offering of the Securities has been initiated or threatened by the Commission; as of the applicable effective date of

the Registration Statement and any post-effective amendment thereto, the Registration Statement and any such post-effective amendment

complied and will comply in all material respects with the Securities Act, the applicable rules and regulations of the Commission thereunder,

the Investment Company Act and the Trust Indenture Act of 1939, as amended (the “TIA”), 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 in order to make the statements

therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date, the Prospectus

and any amendment or supplement thereto 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

that the Company makes no representation and warranty with respect to (i) that part of the Registration Statement that constitutes the

Statement of Eligibility and Qualification (Form T-1) of the Trustee under the TIA or (ii) any statements or omissions made in reliance

upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the

Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto, it being understood

and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b) hereof;

(h) Financial

Statements. The financial statements of the Company, including the notes and schedules thereto, included or incorporated by

reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus (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

Pricing Disclosure Package and the Prospectus 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.

The financial data set forth in the Registration Statement, Pricing Disclosure Package and in the Prospectus under the heading

“Capitalization” presents fairly in all material respects the information set forth therein on a basis consistent with

that of the audited financial statements and related notes thereto 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 Pricing

Disclosure Package and the Prospectus that is not included or incorporated by reference as required;

(i) No Material

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

Statement, the Pricing Disclosure Package and the Prospectus, 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, individually or in the aggregate, 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”), (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;

(j) 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 Pricing Disclosure Package and the Prospectus; and (ii) execute and deliver

this Agreement, and consummate the transactions contemplated hereby (including the sale, issuance, and delivery of the Securities) and

thereby;

(k) Capitalization.

The Company had, as of the applicable date indicated in the Registration Statement, the Pricing Disclosure Package and the Prospectus,

and will have, as of the Closing Date, the duly authorized capitalization set forth in the Registration Statement, the Pricing Disclosure

Package and the Prospectus under the caption “Capitalization,” after giving effect to the adjustments set forth thereunder;

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 Pricing Disclosure Package and the Prospectus, 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;

(l) 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 3 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 Pricing Disclosure Package and the

Prospectus; 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;

(m) Underwriting

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;

(n) Base

Indenture. The Base Indenture has been duly authorized, executed and delivered by the Company and constitutes 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 thereunder may be limited by general equitable principles

or federal or state securities laws or public policy underlying such laws;

(o) Eighth

Supplemental Indenture. The execution and delivery of the Eighth Supplemental Indenture by the Company and the consummation by it

of the transactions contemplated thereby have been duly authorized by all necessary action on the part of the Company. On the Closing

Date, the Eighth Supplemental Indenture will be duly executed and delivered by the Company and, when duly authorized, executed and delivered

in accordance with the terms hereof and thereof, 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 thereunder may be limited by general equitable principles or federal or state securities laws or public

policy underlying such laws; the Indenture conforms in all material respects to the requirements of the TIA, and the rules and regulations

of the Commission applicable to an indenture that is qualified thereunder;

(p) The

Securities. The Securities to be issued and sold by the Company hereunder have been duly authorized and, when issued, authenticated

and delivered by the Company and when authenticated by the Trustee as provided herein and in the Indenture relating thereto, against payment

of the consideration set forth herein, will be valid and binding obligations of the Company, enforceable against the Company in accordance

with their 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 thereunder may be limited by general equitable principles or federal or state securities laws or public policy underlying

such laws, and will be entitled to the benefits of the Indenture relating thereto; and the Securities and the Indenture conform in all

material respects to the statements relating thereto contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus;

the statements set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus under the caption “Description

of the Notes,” 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;

(q) 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;

(r) 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;

(s) No

Conflicts. The execution, delivery and performance by the Company of this Agreement and the Indenture, the issuance and sale of the

Securities by the Company, the consummation by the Company of the transactions contemplated by this Agreement and the Indenture, the performance

by the Company of the Indenture, and the use of the proceeds from the sale of the Securities as described in the Pricing Disclosure Package

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;

(t) 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 this Agreement and the Indenture, the issuance

and sale of the Securities, and the consummation of the transactions contemplated by this Agreement and the Indenture, 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;

(u) 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;

(v) Legal

Proceedings. Other than as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus, 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; other than the Underwriters, the Company has not authorized anyone to

make any representations regarding the offer and sale of the Securities, 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 Preliminary Prospectus,

the Pricing Disclosure Package or the Preliminary Prospectus Supplement 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;

(w) Compliance

with Laws. None of the Company or the Subsidiaries has violated, or received written notice of any violation with respect to, any

law, 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;

(x) Capital

Stock. The statements set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus 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, Pricing Disclosure Package and the Prospectus 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 Underwriters or their counsel are complete and genuine and include all material

collateral and supplemental agreements thereto;

(y) Election

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

company under the Investment Company Act, such election is effective and the Company 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; the operations of the Company are in compliance with the provisions of the Investment

Company Act applicable to business development companies and the rules and regulations of the Commission thereunder applicable to business

development companies, except where such non-compliance would not reasonably be expected to result in a Material Adverse Effect;

(z) 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;

(aa) 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, Pricing Disclosure Package and the Prospectus (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 Pricing Disclosure Package and the Prospectus; 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 Pricing Disclosure Package and the Prospectus, 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;

(bb) 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 Pricing Disclosure Package and the Prospectus, except such as are disclosed in

the Registration Statement, the Pricing Disclosure Package and the Prospectus, 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;

(cc) No Undisclosed

Relationships. None of the independent directors named in the Registration Statement, the Pricing Disclosure Package and the Prospectus

has, within the last five 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;

(dd) Investment

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

Company Act;

(ee) 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;

(ff) 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 Pricing Disclosure Package and the Prospectus; 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;

(gg) 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 Pricing Disclosure Package and the Prospectus,

(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 Pricing Disclosure Package and the Prospectus that has materially affected, or is reasonably likely to materially affect, the Company’s

internal controls over financial reporting;

(hh) 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 Closing Date, will be in full force and effect; the Company is, or will be as of the Closing 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;

(ii) No Unlawful

Payments. None of the Company or any of its Subsidiaries or any director, officer, employee or, to the knowledge of the Company, any

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 law, regulation, order, decree, or directive having the force of law

relating to anti-bribery or anti-corruption (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; and the Company will not use, directly or indirectly, the proceeds of the offering in furtherance of any offer payment, promise

to pay, or authorization or approval of the payment or giving of money, or anything else of value, to any person in violation of the Anti-Corruption

Laws;

(jj) Compliance

with Anti-Money Laundering Laws. The operations of the Company and the Subsidiaries are and have been conducted and will be conducted

at all times in compliance with applicable financial recordkeeping and reporting requirements, the Bank Secrecy Act of 1970, as amended,

applicable provisions of the United and Strengthening of America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism

Act (USA PATRIOT ACT) of 2001, including all amendments thereto and the rules and regulations promulgated thereunder (the “USA Patriot

Act”), the Money Laundering Control Act of 1986, the anti-money laundering statutes of all jurisdictions to the extent applicable

to the Company or any of the Subsidiaries, the rules and regulations thereunder and any related or similar rules, regulations or guidelines

issued, administered or enforced by any Governmental Authority (collectively, the “Anti-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 Anti-Money Laundering Laws of all jurisdictions

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

(kk) 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;

(ll) No Conflicts with

Sanctions Laws. None of the Company or any of the Subsidiaries, or any of their respective directors, officers or employees, or,

to the knowledge of the Company, any agents or affiliates or other persons associated with or acting on behalf of the Company, is an

individual or an entity that is, or is owned or controlled by one or more individuals or entities, is currently 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 and 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 or any of its directors,

officers, or employees, or, to the knowledge of the Company, any agents, affiliates or other persons associated with or acting on

behalf of the Company, an individual or entity that is, or is owned or controlled by one or more individuals or entities that are,

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

dealings with that country or territory (including, without limitation, the so-called Donetsk People’s Republic, the so-called

Luhansk People’s Republic or any other Covered Region of Ukraine identified in Executive Order 14065, the non-government

controlled areas of Kherson and Zaporizhzhia, Crimea, Cuba, Iran, and North Korea) (each, a “Sanctioned Territory”); and

the Company will not directly or indirectly use the proceeds of the offering of the Securities 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, and will not

engage 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;

(mm) 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 Securities;

(nn) No Broker’s

Fees. Except with respect to the Underwriters, 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;

(oo) Registration

Rights. There are no persons with registration or other similar rights to have any securities registered by the Company under the

Securities Act;

(pp) 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 Securities or otherwise, and has taken no action which

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

(qq) 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 Pricing Disclosure Package, or the Prospectus has been made or reaffirmed without a

reasonable basis or has been disclosed other than in good faith;

(rr) 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 Pricing Disclosure Package and the

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

(ss) 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 2002,

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;

(tt) 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;

(uu) Regulated

Investment Company. The Company has elected (which election has not been revoked) to be treated, and has operated, and intends to

operate its business in such a manner as to enable the Company to continue to qualify as a regulated investment company under Subchapter

M of the Code (as defined below);

(vv) 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.

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;

(ww) No Reliance.

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

with the offering and sale of the Securities;

(xx) 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;

(yy) 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;

(zz) 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;

(aaa) Certificates.

Any certificate signed by any officer of the Company delivered to the Representatives or to counsel for the Underwriters pursuant to or

in connection with this Agreement shall be deemed a representation and warranty by the Company to the Underwriters as to the matters covered

thereby;

(bbb) Off-Balance

Sheet Transactions. Except as otherwise disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus,

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;

(ccc) Material

Assets. Except such as are disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, as of the Closing

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 Closing Date;

(ddd) 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 or incorporated by reference in a registration statement on Form N-2 under the Securities Act,

which is not so described in the Registration Statement, the Pricing Disclosure Package and the Prospectus;

(eee) Related

Party Transactions. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus 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;

(fff) 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;

(ggg) Offering

Materials. The Company has not distributed and will not distribute, prior to the later of the Closing Date and the completion of the

Underwriters’ distribution of the Securities, any offering material in connection with the offering and sale of the Securities other

than the Registration Statement, the Preliminary Prospectus contained in the Pricing Disclosure Package, the Prospectus, any Issuer Free

Writing Prospectus reviewed and consented to by the Representatives and included in Schedule 2 hereto;

(hhh) Prior

Sales. All offers and sales of the Company’s capital stock 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

(iii) Emerging Growth Company.

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act.

4. [Reserved]

5. Further Agreements of the Company. The Company covenants and agrees with each Underwriter that:

(a) Required

Filings. The Company will file the final Prospectus with the Commission within the time periods specified by Rule 424 and Rule 430B

under the Securities Act; will file any Issuer Free Writing Prospectus (including the Pricing Term Sheet referred to in Annex A hereto)

to the extent required by Rule 433 and/or Rule 497 under the Securities Act; will file promptly all reports and any definitive proxy or

information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange

Act subsequent to the date of the Prospectus and for so long as the delivery of a prospectus is required in connection with the offering

or sale of the Securities; and will furnish electronic copies of the Prospectus and each Issuer Free Writing Prospectus to the Underwriters

in New York City prior to 5:00 P.M., New York City time, on the business day next succeeding the date of this Agreement, with written

copies of the Prospectus to follow as soon as practicable but in no event later than 5:00 P.M., New York City time, on the second business

day succeeding the date of this Agreement in such quantities as the Representatives may reasonably request. The Company has paid the registration

fee for this offering pursuant to Rule 457 under the Securities Act.

(b) Delivery of Copies. The

Company will deliver, without charge, (i) to the Representatives, electronic signed copies of the Registration Statement as

originally filed and each amendment thereto, in each case including all exhibits and consents filed therewith; and (ii) to each

Underwriter (A) a conformed copy of the Registration Statement as originally filed and each amendment thereto (without exhibits) and

(B) during the Prospectus Delivery Period (as defined below), as many copies of the Prospectus as the Representatives may reasonably

request. As used herein, the term “Prospectus Delivery Period” means such period of time after the first date of the

public offering of the Securities as in the opinion of counsel for the Underwriters a prospectus relating to the Securities is

required by law to be delivered in connection with sales of the Securities by any Underwriter or dealer.

or Supplements. Before using, authorizing, approving, referring to, or filing any amendment or supplement to the Registration Statement

or the Prospectus, the Company will furnish to the Representatives and counsel for the Underwriters a copy of the proposed amendment or

supplement for review and will not use, authorize, approve, refer to, or file any such proposed amendment or supplement to which the Representatives

reasonably objects in a timely manner.

(d) Notice

to the Representatives. The Company will advise the Representatives promptly, and confirm such advice in writing, (i) when any amendment

to the Registration Statement has been filed or becomes effective;

(ii) when any supplement to the Prospectus

or any amendment to the Prospectus has been filed or distributed; (iii) of any request by the Commission for any amendment to the Registration

Statement or any amendment or supplement to the Prospectus or the receipt of any comments from the Commission relating to the Registration

Statement or any other request by the Commission for any additional information; (iv) of the issuance by the Commission of any order suspending

the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus, the Pricing Disclosure

Package, or the Prospectus, or the initiation or threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities

Act; (v) of the occurrence of any event or development within the Prospectus Delivery Period as a result of which the Prospectus or the

Pricing Disclosure Package, as then amended or supplemented, would include 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 existing when the Prospectus or the

Pricing Disclosure Package is delivered to a purchaser, not misleading; (vi) of the receipt by the Company of any notice of objection

of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the

Securities Act; and (vii) of the receipt by the Company of any notice with respect to any suspension of the qualification of the Securities

for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and the Company will use commercially

reasonable efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or

suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package or the Prospectus or suspending any such qualification

of the Securities and, if any such order is issued, will use commercially reasonable efforts to obtain as soon as possible the withdrawal

thereof.

(e) Ongoing Compliance. (1)

If during the Prospectus Delivery Period (i) any event or development shall occur or condition shall exist as a result of which the

Prospectus as then amended or supplemented would include any 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 existing when the Prospectus is delivered to a

purchaser, not misleading or (ii) it is necessary to amend or supplement the Prospectus to comply with law, the Company will

immediately notify the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission and

furnish to the Underwriters and to such dealers as the Representatives may designate such amendments or supplements to the

Prospectus as may be necessary so that the statements in the Prospectus as so amended or supplemented will not, in the light of the

circumstances existing when the Prospectus is delivered to a purchaser, be misleading or so that the Prospectus will comply with law

and (2) if at any time prior to the Closing Date (i) any event or development shall occur or condition shall exist as a result of

which the Pricing Disclosure Package, as then amended or supplemented, would include any 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 existing when the

Pricing Disclosure Package is delivered to a purchaser, not misleading or (ii) it is necessary to amend or supplement the Pricing

Disclosure Package to comply with law, the Company will immediately notify the Underwriters thereof and forthwith prepare and,

subject to paragraph (c) above, file with the Commission (to the extent required) and furnish to the Underwriters and to such

dealers as the Representatives may designate such amendments or supplements to the Pricing Disclosure Package as may be necessary so

that the statements in the Pricing Disclosure Package as so amended or supplemented will not, in the light of the circumstances

existing when the Pricing Disclosure Package is delivered to a purchaser, be misleading or so that the Pricing Disclosure Package

will comply with law.

(f) Blue

Sky Compliance. The Company will use commercially reasonable efforts, in cooperation with the Representatives, to qualify the Securities

for offer and sale under the securities or blue sky laws of such jurisdictions as the Representatives shall reasonably request and will

continue such qualifications in effect so long as required for distribution of the Securities; provided that the Company shall

not be required to (i) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where it

would not otherwise be required to so qualify, (ii) file any general consent to service of process in any such jurisdiction or (iii) subject

itself to taxation in any such jurisdiction if it is not otherwise so subject.

(g) Earning

Statement. The Company will make generally available to its security holders and the Representatives as soon as practicable an earning

statement that satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 of the Commission promulgated thereunder covering

a period of at least twelve months beginning with the first fiscal quarter of the Company occurring after the “effective date”

(as defined in Rule 158) of the Registration Statement; provided that the Company will be deemed to have complied with such requirement

by filing such an earning statement on the Commission’s Electronic Data Gathering, Analysis, and Retrieval system (or any successor

system) (“EDGAR”).

(h) Clear

Market. Through the Closing Date, the Company will not offer, sell, contract to sell, pledge, grant any option to purchase, make any

short sale or otherwise transfer or dispose of, directly or indirectly, or file with or confidentially submit to the Commission a registration

statement under the Securities Act relating to any securities of the Company that are substantially similar to the Securities, or publicly

disclose the intention to make any such offer, sale, pledge, disposition or filing, without the prior written consent of the Representatives.

(i) Use

of Proceeds. The Company will apply the net proceeds from the sale of the Securities in all material respects as described in the

Pricing Disclosure Package and the Prospectus under the heading “Use of Proceeds.”

(j) DTC.

The Company will cooperate with the Representatives and use its commercially reasonable efforts to permit the offered Securities to be

eligible for clearance and settlement through the facilities of DTC.

(k) No

Stabilization or Manipulation. The Company will not take, directly or indirectly, without giving effect to any activities by the Underwriters,

any action designed, or that would reasonably be expected, to cause or result in any stabilization or manipulation of the price of the

Securities.

(l) Reports.

For a period of one year from the date of this Agreement, so long as the Securities are outstanding, the Company will furnish to the

Representatives, as soon as commercially reasonable after the date they are available, copies of all reports or other communications (financial

or other) furnished to holders of the Securities, and copies of any reports and financial statements furnished to or filed with the Commission

or any national securities exchange or automatic quotation system; provided the Company will be deemed to have furnished such reports

and financial statements to the Representatives to the extent they are filed on EDGAR.

(m) Business

Development Company. The Company, during a period of twelve months from the date of the Prospectus, will use commercially reasonable

efforts to maintain its status as a business development company under the Investment Company Act; provided, however, that the

Company may change the nature of its business so as to cease to be, or withdraw its election to be treated 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.

(n) Regulated

Investment Company. During the twelve-month period following the Closing Date, the Company will use commercially reasonable efforts

to conform with the applicable requirements to be treated as a regulated investment company under Subchapter M of the Code for each taxable

year during which it is a business development company under the Investment Company Act.

(o) Annual

Compliance Reviews. The Company will retain qualified accountants and qualified tax experts to (i) test procedures and conduct annual

compliance reviews designed to determine compliance with the regulated investment company provisions of the Code and (ii) otherwise assist

the Company in monitoring appropriate accounting systems and procedures designed to determine compliance with the regulated investment

company provisions of the Code.

(p) Accounting

Controls. The Company has established and will maintain a system of internal accounting controls sufficient to provide reasonable

assurances that (A) transactions are executed in accordance with management’s authorization; (B) transactions are recorded as necessary

to permit preparation of financial statements in conformity with GAAP, and to maintain accountability for assets; (C) access to the Company’s

consolidated assets is permitted only in accordance with management’s authorization; (D) the recorded accountability for assets

is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences; (E) material

information relating to the Company and the assets managed by the Company is promptly made known to the officers responsible for establishing

and maintaining the system of internal accounting controls; and (F) any significant deficiencies or weaknesses in the design or operation

of internal accounting controls that could adversely affect the Company’s ability to record, process, summarize, and report financial

data, and any fraud, whether or not material, that involves management or other employees who have a significant role in internal controls,

are adequately and promptly disclosed to the Company’s independent auditors and the audit committee of the Company’s Board

of Directors.

(q) Issuer

Free Writing Prospectus. The Company represents and agrees that, without the prior consent of the Representatives (i) it will not

distribute any offering material other than the Registration Statement, the Pricing Disclosure Package, the Prospectus or the information

set forth on Schedule 2 hereto, and (ii) it has not made and will not make any offer relating to the Securities that would constitute

a “free writing prospectus” as defined in Rule 405 under the Securities Act (other than for the information set forth on Schedule

2 hereto), and which the parties agree, for the purposes of this Agreement, includes (x) any “advertisement” as defined in

Rule 482 under the Securities Act and (y) any sales literature, materials or information provided to investors by, or with the approval

of, the Company in connection with the marketing of the offering of the Securities, including any in-person road show or investor presentations

(including slides and scripts relating thereto) made to investors by or on behalf of the Company.

6. Certain Agreements of the Underwriters. Each Underwriter hereby represents, warrants and agrees that:

(a) Without

the prior written consent of the Company, it has not used, authorized use of, referred to or participated in the planning for the use

of, and will not use, authorize the use of, refer to or participate in the planning for the use of, any written information concerning

the offering of the Securities other than materials contained in the Pricing Disclosure Package, the Prospectus, or any other offering

materials prepared by or with the prior written consent of the Company.

(b) It

is not subject to any pending proceeding under Section 8A of the Securities Act with respect to the offering contemplated by this Agreement

(and will promptly notify the Company if any such proceeding against it is initiated during the Prospectus Delivery Period).

7. Conditions

of Underwriters’ Obligations. The obligation of each Underwriter to purchase the Securities on the Closing Date as provided

herein is subject to the performance by the Company of its covenants and other obligations hereunder and to the following additional conditions:

(a) Registration

Compliance; No Stop Order. No order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto

shall be in effect, and no proceeding for such purpose, pursuant to Rule 401(g)(2) or pursuant to Section 8A under the Securities Act

shall be pending before or threatened by the Commission; the Prospectus and each Issuer Free Writing Prospectus shall have been timely

filed with the Commission under the Securities Act (in the case of an Issuer Free Writing Prospectus, to the extent required by Rule 433

and/or Rule 497 under the Securities Act) and in accordance with Section 5(a) hereof; and all requests by the Commission for additional

information shall have been complied with to the reasonable satisfaction of the Representatives.

(b) Representations

and Warranties. The representations and warranties of the Company contained herein shall be true and correct on the date hereof and

on and as of the Closing Date; and the statements of the Company and its officers made in any certificates delivered pursuant to this

Agreement shall be true and correct on and as of the Closing Date.

Material Adverse Change. No event or condition of a type described in Section 3(h) hereof shall have occurred or shall exist, which

event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus

(excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives makes it impracticable

or inadvisable to proceed with the offering, sale, or delivery of the Securities on the Closing Date, on the terms and in the manner contemplated

by this Agreement, the Pricing Disclosure Package and the Prospectus.

(d) Company’s

Officers’ Certificate. The Representatives shall have received on and as of the Closing Date a certificate, which shall be delivered

on behalf of the Company and not the signatories in their individual capacity, of the chief financial officer or chief accounting officer

of the Company and one additional senior executive officer of the Company who is reasonably satisfactory to the Representatives (i) confirming

that such officers have carefully reviewed the Registration Statement, the Pricing Disclosure Package and the Prospectus, (ii) confirming

that, to the knowledge of such officers, the representations and warranties of the Company in this Agreement are true and correct and

that the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or

prior to the Closing Date and (iii) with respect to the Company and its Subsidiaries, to the effect set forth in paragraph (c) above.

(e) [Reserved]

(f) Comfort

Letters. On the date of this Agreement and on the Closing Date, as applicable, Ernst & Young LLP shall have furnished to the Representatives,

at the request of the Company, letters, dated the respective dates of delivery thereof and addressed to the Underwriters, in form and

substance reasonably satisfactory to the Representatives, containing statements and information of the type customarily included in accountants’

“comfort letters” to underwriters with respect to the financial statements and certain financial information included or incorporated

by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus; provided, that the letter delivered on

the Closing Date, shall use a “cut-off” date no more than three business days prior to the Closing Date.

(g) Opinion

and 10b-5 Statement of Counsel for the Company. Dechert LLP, counsel for the Company, shall have furnished to the Representatives,

at the request of the Company, their written opinions and 10b-5 letter, dated the Closing Date, and addressed to the Underwriters, in

form and substance reasonably satisfactory to the Representatives.

(h) Opinion

and 10b-5 Statement of Counsel for the Underwriters. Ropes & Gray LLP, counsel for the Underwriters, shall have furnished to the

Representatives, their written opinions and 10b-5 letter, dated the Closing Date, and addressed to the Underwriters, in form and substance

reasonably satisfactory to the Representatives.

(i) No

Legal Impediment to Issuance. No action shall have been taken and no statute, rule, regulation, or order shall have been enacted,

adopted, or issued by any federal, state, or foreign governmental or regulatory authority that would, as of the Closing Date, prevent

the issuance and sale of the Securities; and no injunction or order of any federal, state, or foreign court shall have been issued that

would, as of the Closing Date, prevent the issuance and sale of the Securities.

(j) Good

Standing. The Representatives shall have received on and as of the Closing Date reasonably satisfactory evidence of the good standing

of the Company and its Subsidiaries in their respective jurisdictions of organization and their good standing as foreign entities in such

other jurisdictions as the Representatives may reasonably request, in each case in writing or any standard form of telecommunication from

the appropriate governmental authorities of such jurisdictions.

(k) Eighth

Supplemental Indenture and Securities. On or prior to the Closing Date, the Company and the Trustee shall have executed and delivered

the Eighth Supplemental Indenture and the Securities.

(l) No Downgrade.

Subsequent to the earlier of (A) the Applicable Time and (B) the execution and delivery of this Agreement, if there are any debt

securities or preferred stock of, or guaranteed, by, the Company that are rated by a “nationally recognized statistical rating

organization,” as such term is defined in Section 3(a)(62) of the Exchange Act, (i) no downgrading shall have occurred in the

rating accorded any such debt securities or preferred stock and (ii) no such organization shall have publicly announced that it has

under surveillance or review, or has changed its outlook with respect to, its rating of any such debt securities or preferred stock

(other than an announcement with positive implications of a possible upgrading).

(m) Additional

Documents. On or prior to the Closing Date, the Company shall have furnished to the Representatives such further certificates and

documents as the Representatives may reasonably request.

All opinions,

letters, certificates, and evidence mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions

hereof only if they are in form and substance reasonably satisfactory to counsel for the Underwriters.

8. Indemnification and Contribution.

(a) Indemnification

of the Underwriters. The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and

each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange

Act, from and against any and all losses, claims, damages, and liabilities (including, without limitation, reasonable and documented legal

fees and other reasonable and documented expenses incurred in connection with any suit, action, or proceeding or any claim asserted, as

such fees and expenses are incurred), joint or several, that arise out of, or are based upon, (i) any untrue statement or alleged untrue

statement of a material fact contained in the Registration Statement or caused by any omission or alleged omission to state therein a

material fact required to be stated therein or necessary in order to make the statements therein not misleading, or (ii) any untrue statement

or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing

Prospectus, any road show as defined in Rule 433(h) under the Securities Act (a “road show”), or the Pricing Disclosure Package

(including any Pricing Disclosure Package that has subsequently been amended), or caused by any omission or alleged omission to state

therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made,

not misleading, in each case except insofar as such losses, claims, damages, or liabilities arise out of, or are based upon, any untrue

statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to

any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use therein, it being

understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection

(b) below.

(b) Indemnification

of the Company. Each Underwriter agrees, severally and not jointly, 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 Section 15 of the

Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect

to any losses, claims, damages, or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue

statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company

in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, the Prospectus (or any amendment

or supplement thereto), any Issuer Free Writing Prospectus, any road show, or any Pricing Disclosure Package (including any Pricing Disclosure

Package that has subsequently been amended), it being understood and agreed upon that the only such information furnished by any Underwriter

consists of the following information in the Prospectus furnished on behalf of each Underwriter: the marketing names of the Underwriters

set forth on such cover page, and under the caption “Underwriting,” the legal names of the Underwriters, the concession amount

appearing in the fifth paragraph and the information regarding stabilizing transactions contained in the eleventh and twelfth paragraphs.

Procedures. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be

brought or asserted against any person in respect of which indemnification may be sought pursuant to either paragraph (a) or (b)

above, such person (the “Indemnified Person”) shall promptly notify the person against whom such indemnification may be

sought (the “Indemnifying Person”) in writing; provided that the failure to notify the Indemnifying Person shall

not relieve it from any liability that it may have under paragraph (a) or (b) above except to the extent that it has been materially

prejudiced (including through the forfeiture of substantive rights or defenses) by such failure; and provided, further,

that the failure to notify the Indemnifying Person shall not relieve it from any liability that it may have to an Indemnified Person

otherwise than under paragraph (a) or (b) above. If any such proceeding shall be brought or asserted against an Indemnified Person

and it shall have notified the Indemnifying Person thereof, the Indemnifying Person shall retain counsel reasonably satisfactory to

the Indemnified Person (who shall not, without the consent of the Indemnified Person, be counsel to the Indemnifying Person) to

represent the Indemnified Person in such proceeding and shall pay the reasonable and documented fees and expenses of such counsel

related to such proceeding, as incurred. In any such proceeding, any Indemnified Person shall have the right to retain its own

counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person, unless (i) the Indemnifying

Person and the Indemnified Person shall have mutually agreed to the contrary; (ii) the Indemnifying Person has failed within a

reasonable time to retain counsel reasonably satisfactory to the Indemnified Person; (iii) the Indemnified Person shall have

reasonably concluded that there may be legal defenses available to it that are different from or in addition to those available to

the Indemnifying Person; or (iv) the named parties in any such proceeding (including any impleaded parties) include both the

Indemnifying Person and the Indemnified Person and representation of both parties by the same counsel would be inappropriate due to

actual or potential differing interest between them. It is understood and agreed that the Indemnifying Person shall not, in

connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable and documented fees and

expenses of more than one separate firm (in addition to any local counsel) for all Indemnified Persons, and that all such reasonable

and documented fees and expenses shall be paid or reimbursed as they are incurred. Any such separate firm for any Underwriter, its

affiliates, directors and officers and any control persons of such Underwriter shall be designated in writing by the

Representatives, and any such separate firm for the Company, its directors, its officers who signed the Registration Statement and

any control persons of the Company shall be designated in writing by the Company. The Indemnifying Person 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 Person agrees to indemnify each Indemnified Person from and against any loss or

liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an Indemnified Person

shall have requested that an Indemnifying Person reimburse the Indemnified Person for reasonable and documented fees and expenses of

counsel as contemplated by this paragraph, the Indemnifying Person shall be liable for any settlement of any proceeding effected

without its written consent if (i) such settlement is entered into more than 30 days after receipt by the Indemnifying Person of

such request and, (ii) the Indemnifying Person shall not have reimbursed the Indemnified Person in accordance with such request

prior to the date of such settlement. No Indemnifying Person shall, without the written consent of the Indemnified Person, effect

any settlement of any pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party and

indemnification could have been sought hereunder by such Indemnified Person, unless such settlement (x) includes an unconditional

release of such Indemnified Person, in form and substance reasonably satisfactory to such Indemnified Person, from all liability on

claims that are the subject matter of such proceeding and (y) does not include any statement as to or any admission of fault,

culpability or a failure to act by or on behalf of any Indemnified Person.

(d) Contribution. If

the indemnification provided for in paragraphs (a) and (b) above is unavailable to an Indemnified Person or insufficient in respect

of any losses, claims, damages, or liabilities referred to therein, then each Indemnifying Person under such paragraph, in lieu of

indemnifying such Indemnified Person thereunder, shall contribute to the amount paid or payable by such Indemnified Person as a

result of such losses, claims, damages, or liabilities (i) in such proportion as is appropriate to reflect the relative benefits

received by the Company, on the one hand, and the Underwriters on the other, from the offering of the Securities or (ii) if the

allocation provided by clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the

relative benefits referred to in clause (i) but also the relative fault of the Company, on the one hand, and the Underwriters on the

other, in connection with the statements or omissions that resulted in such losses, claims, damages, or liabilities, as well as any

other relevant equitable considerations. The relative benefits received by the Company, on the one hand, and the Underwriters, on

the other, shall be deemed to be in the same respective proportions as the net proceeds (before deducting expenses) received by the

Company from the sale of the Securities and the total underwriting discounts and commissions received by the Underwriters in

connection therewith, in each case as set forth in the table on the cover of the Prospectus, bear to the aggregate offering price of

the Securities. The relative fault of the Company, on the one hand, and the Underwriters, on the other, shall be determined by

reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged

omission to state a material fact relates to information supplied by the Company or by the Underwriters and the parties’

relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. Notwithstanding

any other provision in this Section 8, no party shall be entitled to indemnification or contribution under this Agreement in

violation of Section 17(j) of the Investment Company Act.

(e) Limitation

on Liability. The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to paragraph

(d) above were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any

other method of allocation that does not take account of the equitable considerations referred to in paragraph (d) above. The amount paid

or payable by an Indemnified Person as a result of the losses, claims, damages and liabilities referred to in paragraph (d) above shall

be deemed to include, subject to the limitations set forth above, any reasonable and documented legal or other expenses incurred by such

Indemnified Person in connection with any such action or claim. Notwithstanding the provisions of paragraphs (d) and (e) of this Section

8, in no event shall an Underwriter be required to contribute any amount in excess of the amount by which the total underwriting discounts

and commissions received by such Underwriter with respect to the offering of the Securities exceeds the amount of any damages that such

Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. 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. The Underwriters’ obligations to contribute pursuant to

paragraphs (d) and (e) of this Section 8 are several in proportion to their respective purchase obligations hereunder and not joint.

(f) Non-Exclusive

Remedies. The remedies provided for in this Section 8 paragraphs (a) through (e) are not exclusive and shall not limit any rights

or remedies which may otherwise be available to any Indemnified Person at law or in equity.

9. Effectiveness

of Agreement. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto.

10. Termination.

This Agreement may be terminated in the absolute discretion of the Representatives, by notice to the Company, if after the execution and

delivery of this Agreement and prior to the Closing Date (i) trading generally shall have been suspended or materially limited on or by

either of the New York Stock Exchange or the Nasdaq Stock Market; (ii) trading of any securities issued or guaranteed by the Company shall

have been suspended on any exchange or in any over-the-counter market; (iii) a general moratorium on commercial banking activities shall

have been declared by U.S. federal or New York State authorities; or (iv) there shall have occurred any outbreak or escalation of hostilities

or any change in financial markets or any calamity or crisis, either within or outside the United States, that, in the judgment of the

Representatives, is material and adverse and makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the

Securities on the Closing Date on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

11. Defaulting Underwriter.

(a) If,

on the Closing Date, any Underwriter defaults on its obligation to purchase the Securities that it has agreed to purchase hereunder on

such date, the non-defaulting Underwriters may in their discretion arrange for the purchase of such Securities by other persons satisfactory

to the Company on the terms contained in this Agreement. If, within 24 hours after any such default by any Underwriter, the non-defaulting

Underwriters do not arrange for the purchase of such Securities, then the Company shall be entitled to a further period of 24 hours within

which to procure other persons reasonably satisfactory to the non-defaulting Underwriters to purchase such Securities on such terms. If

other persons become obligated or agree to purchase the Securities of a defaulting Underwriter, either the non-defaulting Underwriters

or the Company may postpone the Closing Date for up to five full business days in order to effect any changes that in the opinion of counsel

for the Company or counsel for the Underwriters may be necessary in the Registration Statement and the Prospectus or in any other document

or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Registration Statement and the Prospectus

that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement

unless the context otherwise requires, any person not listed in Schedule 1 hereto that, pursuant to this Section 11, purchases Securities

that a defaulting Underwriter agreed but failed to purchase.

(b) If, after giving

effect to any arrangements for the purchase of the Securities of a defaulting Underwriter or Underwriters by the non-defaulting

Underwriters and the Company as provided in paragraph (a) above, the aggregate principal amount of Securities that remain

unpurchased on the Closing Date does not exceed one-eleventh of the aggregate principal amount of Securities to be purchased on such

date, then the Company shall have the right to require each non-defaulting Underwriter to purchase the principal amount of

Securities that such Underwriter agreed to purchase hereunder on such date plus such Underwriter’s pro rata share

(based on the principal amount of Securities that such Underwriter agreed to purchase on such date) of the Securities of such

defaulting Underwriter or Underwriters for which such arrangements have not been made.

after giving effect to any arrangements for the purchase of the Securities of a defaulting Underwriter or Underwriters by the non-defaulting

Underwriters and the Company as provided in paragraph (a) above, the aggregate principal amount of Securities that remain unpurchased

on the Closing Date exceeds one-eleventh of the aggregate principal amount of Securities to be purchased on such date, or if the Company

shall not exercise the right described in paragraph (b) above, then this Agreement shall terminate without liability on the part of the

non- defaulting Underwriters. Any termination of this Agreement pursuant to this Section 11 shall be without liability on the part of

the Company, except that the Company will continue to be liable for the payment of expenses as set forth in Section 12 hereof and except

that the provisions of Section 8 hereof shall not terminate and shall remain in effect.

(d) Nothing

contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company or any non-defaulting Underwriter

for damages caused by its default.

12. Payment of Expenses.

(a) Whether

or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause

to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs

incident to the authorization, issuance, sale, preparation and delivery of the Securities and any stamp, issuance, transfer or other similar

taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration

Statement, the Preliminary Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements

thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; (iv) the

reasonable and documented fees and expenses incurred in connection with the registration or qualification of the Securities under the

state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate with the prior approval of the

Company (such approval not to be unreasonably withheld, conditioned or delayed) (including the related reasonable and documented fees

and expenses of counsel for the Underwriters); (v) all filing fees and the reasonable fees and expenses incurred in connection with any

filing with, and clearance of the offering by, FINRA (such fees and expenses pursuant to this clause (v) and clause (iv), in the aggregate,

shall not exceed $10,000); (vi) all expenses incurred by the Company in connection with any “road show” presentation to potential

investors; and (vii) the fees and expenses of the Trustee with respect to the Securities. It is, however, understood that except as provided

in this Section 12 or in Section 8 of this Agreement, the Underwriters shall pay all of their own costs and expenses, including, without

limitation, the fees and disbursements of their counsel, any advertising expenses connected with any offers they make and all travel,

lodging and other expenses of the Underwriters incurred by them in connection with any road show.

(b) If (i) this Agreement

is terminated pursuant to Section 10 (other than as a result of a termination pursuant to clauses (i), (iii) or (iv) of Section 10),

(ii) the Company for any reason fails to tender the Securities for delivery to the Underwriters (other than as a result of a

termination pursuant to Section 11 or clauses (i), (iii) or (iv) of Section 10 or the default by one or more of the Underwriters in

its or their respective obligations hereunder) or (iii) the Underwriters decline to purchase the Securities for any reason permitted

under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the

reasonable and documented fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this

Agreement and the offering contemplated hereby.

13. Persons

Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective

successors and the officers and directors and any controlling persons referred to in Section 8 hereof. Nothing in this Agreement is intended

or shall be construed to give any other person any legal or equitable right, remedy or claim under or in respect of this Agreement or

any provision contained herein. No purchaser of Securities from any Underwriter shall be deemed to be a successor merely by reason of

such purchase.

14. Survival.

The respective indemnities, rights of contribution, representations, warranties, and agreements of the Company and the Underwriters contained

in this Agreement or made by or on behalf of the Company or the Underwriters pursuant to this Agreement or any certificate delivered pursuant

hereto shall survive the delivery of and payment for the Securities and shall remain in full force and effect, regardless of any termination

of this Agreement or any investigation made by or on behalf of the Company or the Underwriters.

15. Certain

Defined Terms. For purposes of this Agreement, (a) except where otherwise expressly provided, the term “affiliate” has

the meaning set forth in Rule 405 under the Securities Act; and (b) the term “business day” means any day other than a day

on which banks are permitted or required to be closed in New York City.

16. Recognition of the U.S. Special Resolution Regimes.

(a) In

the event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer

from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent

as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were

governed by the laws of the United States or a state of the United States.

(b) In

the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding under

a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter are permitted to

be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement

were governed by the laws of the United States or a state of the United States.

purposes of this Section 16, a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall

be interpreted in accordance with, 12 U.S.C. § 1841(k). “Covered Entity” means any of the following: (i) a “covered

entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank”

as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that

term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Default Right” has the meaning assigned

to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “U.S.

Special Resolution Regime” means each of (i) the Federal Deposit Insurance Act of 1950, as amended, and the regulations promulgated

thereunder and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, as amended, and the regulations

promulgated thereunder.

17. Miscellaneous.

(a) Notices.

All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted

and confirmed by any standard form of telecommunication. Notices to the Underwriters shall be given to the Representatives c/o Keefe,

Bruyette & Woods, Inc., 787 7th Avenue, 4th Floor, New York, New York 10019, Attention: General Counsel; and MUFG Securities Americas

Inc., 1221 Avenue of the Americas, 6th Floor, New York, NY 10020, Attention: Capital Markets Group (facsimile: (646 434-3455)),

with a copy to Ropes & Gray LLP, 1211 Avenue of the Americas, New York, NY 10036, Attn: Paul D. Tropp. Notices to the Company shall

be given to it at Trinity Capital Inc., 1 N. 1st Street, Suite 302, Phoenix, Arizona 85004, Attention: Kyle Brown, with a copy to Dechert

LLP, 1900 K Street, N.W., Washington, DC 20006, Attn: Darius I. Ravangard.

(b) USA

Patriot Act. In accordance with the requirements of the USA Patriot Act, the Underwriters are required to obtain, verify and record

information that identifies their clients, which may include the name and address of their clients, as well as other information that

will allow the underwriters to properly identify their clients.

Law. This Agreement and any claim, controversy or dispute arising under or related to this Agreement shall be governed by and construed

in accordance with the laws of the State of New York applicable to agreements made and to be performed in such state.

(d) Counterparts.

This Agreement may be signed in counterparts, each of which shall be an original and all of which together shall constitute one and

the same instrument. Counterparts 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.,

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.

(e) Amendments

or Waivers. No amendment or waiver of any provision of this Agreement, nor any consent or approval to any departure therefrom, shall

in any event be effective unless the same shall be in writing and signed by the parties hereto.

(f) Headings.

The headings herein are included for convenience of reference only and are not intended to be part of, or to affect the meaning or

interpretation of, this Agreement.

(g) Authority

of the Representatives. The Representatives are duly authorized to act hereunder on behalf of the other Underwriters. Any action by

the Underwriters hereunder may be taken by the Representatives on behalf of the Underwriters, and any such action taken by the Representatives

shall be binding on all the Underwriters.

If the foregoing is in accordance

with your understanding, please indicate your acceptance of this Agreement by signing in the space provided below.

[Signature pages follow]

Very truly yours,

TRINITY CAPITAL INC.

By:

/s/ Kyle Brown

Name:

Kyle Brown

Title:

Chief Executive Officer, President

and Chief Investment Officer

[Signature Page to the Underwriting

Agreement]

Acting on behalf of themselves and the

several Underwriters listed in Schedule 1 hereto.

KEEFE, BRUYETTE & WOODS, INC.

By:

/s/ Al Laufenberg

Name:

Al Laufenberg

Title:

Managing Directer

MUFG SECURITIES AMERICAS INC.

By:

/s/ Richard

Testa

Name:

Richard Testa

Title:

Managing Director

[Signature Page to the Underwriting

Agreement]

Schedule 1

The Purchase Price for the Securities to be paid by the

several Underwriters shall be 98.181% of the aggregate principal amount thereof, plus accrued interest, if any, from May 21, 2026.

Underwriter

Principal

Amount of

Securities to

be Purchased

Keefe, Bruyette & Woods, Inc.

$ 112,500,000

MUFG Securities Americas Inc.

$ 112,500,000

Hancock Whitney Investment Services, Inc.

$ 15,000,000

RBC Capital Markets, LLC

$ 15,000,000

Zions Direct, Inc.

$ 15,000,000

Citizens JMP Securities, LLC

$ 7,500,000

Ladenburg Thalmann & Co. Inc.

$ 7,500,000

Lucid Capital Markets, LLC

$ 7,500,000

Oppenheimer & Co. Inc.

$ 7,500,000

Total

$ 300,000,000

Schedule 2

Pricing Term Sheet, dated May 19, 2026, containing the terms governing

the Securities, substantially in the form of Annex A to this Agreement filed with the Commission on May 19, 2026 pursuant to Rule 433.

Schedule 3

Subsidiaries of the Company

TRINCAP FUNDING, LLC

TRINCAP TERM FUNDING, LLC

Annex A

PRICING TERM SHEET

Trinity Capital Inc.

$300,000,000

7.000% Notes due 2031

PRICING TERM SHEET

May 19, 2026

The following

sets forth the final terms of the 7.000% Notes due 2031 (the “Notes”) and should only be read together with the preliminary

prospectus supplement of Trinity Capital Inc. (the “Issuer”) dated May 19, 2026, together with the accompanying prospectus

dated August 11, 2025 (the “Preliminary Prospectus”), relating to the Notes, and supersedes the information in the Preliminary

Prospectus to the extent inconsistent with the information in the Preliminary Prospectus. In all other respects, this pricing term sheet

is qualified in its entirety by reference to the Preliminary Prospectus. Terms used herein but not defined herein shall have the respective

meanings as set forth in the Preliminary Prospectus. All references to dollar amounts are references to U.S. dollars.

Issuer:

Trinity Capital Inc.

Issuer Ticker:

TRIN

Security:

7.000% Notes due 2031

Expected Ratings*:

Baa3 (Moody’s) / BBBL (Morningstar) / BBB (Egan-Jones)

Trade Date:

May 19, 2026

Settlement Date**:

May 21, 2026 (T+2)

Aggregate Principal Amount Offered:

$300,000,000

Maturity Date:

May 21, 2031, unless earlier repurchased or redeemed

Price to Public (Issue Price):

99.181%

Coupon (Interest Rate):

7.000%

Yield to Maturity:

7.198%

Spread to Benchmark Treasury:

+ 287.5 basis points

Benchmark Treasury:

3.875% due April 30, 2031

Benchmark Treasury Price and Yield:

98 - 100 ¾ / 4.323%

Interest Payment Dates:

November 21 and May 21, commencing November 21, 2026

Optional Redemption:

Prior to April 21, 2031 (the date falling one month prior

to the maturity date of the Notes) (the “Par Call Date”), the Issuer may redeem some or all of the Notes at any time, or from

time to time, at a redemption price equal to the greater of the following amounts, plus, in each case, accrued and unpaid interest thereon

to the redemption date:

(a) the sum of the present values of the remaining scheduled payments of principal and interest thereon, discounted to the redemption

date (assuming the Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months)

at the Treasury Rate plus 45 basis points less (b) interest accrued to the date of redemption; and

100% of the principal amount of the Notes to be redeemed;

provided, however, that if the Issuer redeems any Notes on or after the Par Call Date, the redemption

price for the Notes will be equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest thereon

to, but excluding, the date of redemption.

Denomination:

$2,000 and integral multiples of $1,000 in excess thereof

CUSIP/ISIN:

896442AL4 / US896442AL44

Joint Book-Running Managers:

Keefe, Bruyette & Woods, Inc.

MUFG Securities Americas Inc.

Co-Managers:

Hancock Whitney Investment Services, Inc.

RBC Capital Markets,

LLC

Zions Direct, Inc.

Citizens JMP Securities, LLC

Ladenburg Thalmann & Co.

Inc.

Lucid Capital Markets, LLC

Oppenheimer & Co. Inc.

*A securities rating is not a recommendation to buy, sell or hold

securities and may be subject to revision or withdrawal at any time.

-2-

**The Issuer expects that delivery of the Notes will be made to investors

on or about May 21, 2026, which will be the second business day following the date hereof. Under Rule 15c6- 1 under the Securities Exchange

Act of 1934, as amended, trades in the secondary market are required to settle in one business day, unless the parties to any such trade

expressly agree otherwise. Accordingly, purchasers who wish to trade Notes on the date hereof or the following business day will be required

by virtue of the fact that the Notes initially settle in T+2, to specify an alternate settlement arrangement at the time of any such

trade to prevent a failed settlement. Purchasers of the Notes who wish to trade the Notes on the date hereof or the following business

day should consult their advisors.

Investors are advised to carefully consider the investment

objectives, risks, charges and expenses of the Issuer before investing. The Preliminary Prospectus, which has been filed with the Securities

and Exchange Commission (the “SEC”), and the documents incorporated by reference therein, contain these factors and other

information about the Issuer and should be read carefully before investing.

The information in the Preliminary Prospectus and in

this pricing term sheet is not complete and may be changed. The Preliminary Prospectus and this pricing term sheet are not offers to sell

any securities of the Issuer and are not soliciting an offer to buy such securities in any jurisdiction where such offer and sale is not

permitted.

The issuer has filed a

shelf registration statement (including a base prospectus) with the SEC for the offering to which this communication relates. Before you

invest, you should read the base prospectus in that registration statement, the Preliminary Prospectus and the documents incorporated

by reference therein, which the issuer has filed with the SEC, for more complete information about the Issuer and this offering. You may

obtain these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov.

Alternatively, the Issuer, any underwriter or any dealer participating in the offering will arrange to

send you the Preliminary Prospectus if you request it from Keefe, Bruyette & Woods, Inc., 787 7th Avenue, 4th Floor, New York, New

York 10019, Attn: Debt Syndicate, by telephone at 1 (800) 966-1559, or from MUFG Securities Americas Inc., 1221 Avenue of the Americas,

6th Floor, New York, New York 10020, by telephone at 1 (877) 649-6848.

-3-

EX-4.2 — EXHIBIT 4.2

EX-4.2

Filename: ea029180501_ex4-2.htm · Sequence: 3

Exhibit 4.2

EIGHTH SUPPLEMENTAL INDENTURE

between

TRINITY CAPITAL INC.

and

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,

as Trustee

Dated as of May 21, 2026

EIGHTH SUPPLEMENTAL INDENTURE

THIS EIGHTH SUPPLEMENTAL INDENTURE

(this “Eighth Supplemental Indenture”), dated as of May 21, 2026, is between Trinity Capital Inc., a Maryland corporation

(the “Company”), and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). All capitalized

terms used herein shall have the meaning set forth in the Base Indenture (as defined below) unless otherwise defined herein.

RECITALS OF THE COMPANY

The Company and the Trustee

executed and delivered an Indenture, dated as of January 16, 2020 (the “Base Indenture” and, as supplemented by this Eighth

Supplemental Indenture, collectively, the “Indenture”), to provide for the issuance by the Company from time to time of the

Company’s unsecured debentures, notes or other evidences of indebtedness (the “Securities”), to be issued in one or

more series as provided in the Indenture.

The Company desires to issue

and sell $300,000,000 aggregate principal amount of the Company’s 7.000% Notes due 2031 (the “Notes”).

The Company previously entered

into the First Supplemental Indenture, dated as of January 16, 2020 (the “First Supplemental Indenture”), the Second Supplemental

Indenture, dated as of December 11, 2020 (the “Second Supplemental Indenture”), the Third Supplemental Indenture, dated August

24, 2021 (the “Third Supplemental Indenture”), the Fourth Supplemental Indenture, dated December 15, 2021 (the “Fourth

Supplemental Indenture”), the Fifth Supplemental Indenture, dated March 28, 2024 (the “Fifth Supplemental Indenture”),

the Sixth Supplemental Indenture, dated July 19, 2024 (the “Sixth Supplemental Indenture”) and the Seventh Supplemental Indenture,

dated July 3, 2025 (the “Seventh Supplemental Indenture”), which supplemented the Base Indenture. None of the First Supplemental

Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture, the Fourth Supplemental Indenture, the Fifth Supplemental

Indenture, the Sixth Supplemental Indenture or the Seventh Supplemental Indenture are applicable to the Notes.

Sections 9.01(iv) and 9.01(vi)

of the Base Indenture provide that without the consent of Holders of the Securities of any series issued under the Indenture, the Company,

when authorized by or pursuant to a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures

supplemental to the Base Indenture to (i) change or eliminate any of the provisions of the Indenture when there is no Security Outstanding

of any series created prior to the execution of a supplemental indenture that is entitled to the benefit of such provision and (ii) establish

the form or terms of Securities of any series as permitted by Section 2.01 and Section 3.01 of the Base Indenture.

The Company desires to establish

the form and terms of the Notes and to modify, alter, supplement and change certain provisions of the Base Indenture for the benefit of

the Holders of the Notes (except as may be provided in a future supplemental indenture to the Indenture (“Future Supplemental Indenture”)).

The Company has duly authorized

the execution and delivery of this Eighth Supplemental Indenture to provide for the issuance of the Notes and all acts and things necessary

to make this Eighth Supplemental Indenture a valid, binding, and legal obligation of the Company and to constitute a valid agreement of

the Company, in accordance with its terms, have been done and performed.

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

For and in consideration of

the premises and the purchase of the Notes by the Holders thereof, it is mutually agreed, for the equal and proportionate benefit of all

Holders of the Notes, as follows:

ARTICLE

TERMS OF THE NOTES

Section 1.01 Terms of the

Notes. The following terms relating to the Notes are hereby established:

(a) The Notes shall constitute

a series of Securities having the title “7.000% Notes due 2031” and shall be designated as Senior Securities under the Indenture.

The Notes shall bear a CUSIP number of 896442 AL4 and an ISIN number of US896442AL44.

(b) The aggregate principal

amount of the Notes that may be initially authenticated and delivered under the Indenture (except for Notes authenticated and delivered

upon registration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 3.04, 3.05, 3.06, 9.06 or 11.07

of the Base Indenture) shall be $300,000,000. Under a Board Resolution, Officers’ Certificate pursuant to Board Resolutions or an

indenture supplement, the Company may from time to time, without the consent of the Holders of Notes, issue additional Notes (in any such

case “Additional Notes”) having the same ranking and the same interest rate, maturity, CUSIP number and other terms as the

Notes (except for the issue date, offering price and, if applicable, the initial interest payment date); provided that such Additional

Notes must either (i) be issued in a “qualified reopening” for U.S. Federal income tax purposes, with no more than a de

minimis amount of original issue discount, or otherwise (ii) be part of the same issue as the Notes for U.S. federal income tax purposes.

Any Additional Notes and the existing Notes will constitute a single series under the Indenture and all references to the relevant Notes

herein shall include the Additional Notes unless the context otherwise requires.

principal amount of the Notes shall be payable on May 21, 2031, unless earlier redeemed or repurchased in accordance with the provisions

of this Eighth Supplemental Indenture.

(d) The rate at which the

Notes shall bear interest shall be 7.000% per annum (the “Applicable Interest Rate”). The date from which interest shall accrue

on the Notes shall be May 21, 2026, or the most recent Interest Payment Date to which interest has been paid or provided for; the Interest

Payment Dates for the Notes shall be November 21 and May 21 of each year, commencing November 21, 2026 (if an Interest Payment Date falls

on a day that is not a Business Day, then the applicable interest payment will be made on the next succeeding Business Day with the same

force and effect as if made on the scheduled Interest Payment Date and no additional interest will accrue as a result of such delayed

payment); the initial interest period will be the period from and including May 21, 2026 (or the most recent Interest Payment Date to

which interest has been paid or provided for), to, but excluding, the initial Interest Payment Date, and the subsequent interest periods

will be the periods from and including an Interest Payment Date to, but excluding, the next Interest Payment Date or the Stated Maturity,

as the case may be; the interest so payable, and punctually paid or duly provided for, on any Interest Payment Date, will be paid to the

Person in whose name the Note (or one or more predecessor Notes) is registered at the close of business on the Regular Record Date for

such interest, which shall be November 6 and May 6 (whether or not a Business Day), as the case may be, next preceding such Interest Payment

Date. Payment of principal of (and premium, if any) and any such interest on the Notes will be made at the Corporate Trust Office of the

Paying Agent, which shall initially be the Trustee, in such coin or currency of the United States of America as at the time of payment

is legal tender for payment of public and private debts; provided, however, that in the case of Notes that are not in global form,

at the option of the Company, payment of interest may be made by check mailed to the address of the Person entitled thereto as such address

shall appear in the Security Register. Interest on the Notes will be computed on the basis of a 360-day year of twelve 30-day months.

The Trustee will have no obligation to calculate or verify the calculation of the accrued and unpaid interest payable on the Notes.

(e) The Notes shall be initially

issuable in global form (each such Note, a “Global Note”). The Global Notes and the Trustee’s certificate of authentication

thereon shall be substantially in the form of Exhibit A to this Eighth Supplemental Indenture. Each Global Note shall represent

the Outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate amount of Outstanding

Notes from time to time endorsed thereon and that the aggregate amount of Outstanding Notes represented thereby may from time to time

be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount

of any increase or decrease in the amount of Outstanding Notes represented thereby shall be made by the Trustee or the Security Registrar,

in accordance with Sections 2.03 and 3.05 of the Base Indenture.

(f) The depositary for such

Global Notes shall be the Depositary Custodian. The Security Registrar with respect to the Global Notes shall be the Trustee.

(g) The Notes shall be defeasible

pursuant to Section 14.02 or Section 14.03 of the Base Indenture. Covenant defeasance contained in Section 14.03 of the Base Indenture

shall apply to the covenants contained in Sections 10.07, 10.08 and 10.09 of the Indenture.

(h) The Notes shall be redeemable

pursuant to Section 11.01 of the Base Indenture and as follows:

(i) Prior to the

Par Call Date, the Company may redeem the Notes at its option, in whole or in part, at any time and from time to time, at a redemption

price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:

(i) 100% of the

principal amount of the Notes to be redeemed, and

(ii) (a) the sum

of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming

the Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury

Rate plus 45 basis points less (b) interest accrued to the Redemption Date;

plus, in either case, accrued and unpaid

interest thereon to the Redemption Date.

On or after the

Par Call Date, the Company may redeem the Notes, in whole or in part, at any time and from time to time, at a redemption price equal to

100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to the Redemption Date.

For purposes of

calculating the Redemption Price in connection with the redemption of the Notes, on any Redemption Date, the following terms have the

meanings set forth below:

“Par Call

Date” means April 21, 2031.

“Treasury

Rate” means, with respect to any Redemption Date, the yield determined by the Company in accordance with the following two paragraphs.

The Treasury Rate

shall be determined by the Company after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are

posted daily by the Board of Governors of the Federal Reserve System), on the third business day preceding the Redemption Date based upon

the yield or yields for the most recent day that appear after such time on such day in the most recent statistical release published by

the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily) - H.15” (or any successor

designation or publication) (“H.15”) under the caption “U.S. government securities–Treasury constant maturities–Nominal”

(or any successor caption or heading) (“H.15 TCM”). In determining the Treasury Rate, the Company shall select, as applicable:

(1) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the Redemption Date to the Par Call Date (the

“Remaining Life”); or (2) if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the

two yields – one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding

to the Treasury constant maturity on H.15 immediately longer than the Remaining Life – and shall interpolate to the Par Call Date

on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal places; or (3) if

there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury

constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or

maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury

constant maturity from the redemption date.

If on the third

business day preceding the redemption date H.15 TCM is no longer published, the Company shall calculate the Treasury Rate based on the

rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second business day preceding

such Redemption Date of the United States Treasury security maturing on, or with a maturity that is closest to, the Par Call Date, as

applicable. If there is no United States Treasury security maturing on the Par Call Date but there are two or more United States Treasury

securities with a maturity date equally distant from the Par Call Date, one with a maturity date preceding the Par Call Date and one with

a maturity date following the Par Call Date, the Company shall select the United States Treasury security with a maturity date preceding

the Par Call Date. If there are two or more United States Treasury securities maturing on the Par Call Date or two or more United States

Treasury securities meeting the criteria of the preceding sentence, the Company shall select from among these two or more United States

Treasury securities the United States Treasury security that is trading closest to par based upon the average of the bid and asked prices

for such United States Treasury securities at 11:00 a.m., New York City time. In determining the Treasury Rate in accordance with the

terms of this paragraph, the semi-annual yield to maturity of the applicable United States Treasury security shall be based upon the average

of the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury

security, and rounded to three decimal places.

(ii) Notice of redemption

shall be given in writing and mailed, first-class postage prepaid or by overnight courier guaranteeing next-day delivery, or sent electronically

in accordance with Applicable Procedures with respect to Notes in global form, to each Holder of the Notes to be redeemed, not less than

10 nor more than 60 days prior to the Redemption Date, at the Holder’s address appearing in the Security Register. All notices of

redemption shall contain the information set forth in Section 11.04 of the Base Indenture. If the Redemption Price is not known at the

time such notice is to be given, the actual Redemption Price, calculated as described in the terms of the Notes, will be set forth in

an Officers’ Certificate of the Company delivered to the Trustee no later than two Business Days prior to the Redemption Date.

(iii) Any exercise

of the Company’s option to redeem the Notes will be done in compliance with the Investment Company Act, to the extent applicable.

(iv) If the Company

elects to redeem only a portion of the Notes, the particular Notes to be redeemed will be selected by the Trustee on a pro rata

basis to the extent practicable, or, if a pro rata basis is not practicable for any reason, by lot or in such other manner as the

Trustee shall deem fair and appropriate, and in any case in accordance with the applicable procedures of the Depositary and in accordance

with the Investment Company Act as directed by the Company; provided, however, that no such partial redemption shall reduce

the portion of the principal amount of a Note not redeemed to less than $2,000.

(v) Unless the Company

defaults in payment of the Redemption Price, on and after the Redemption Date, interest will cease to accrue on the Notes called for redemption

hereunder.

(i) The Notes shall not be

subject to any sinking fund pursuant to Section 12.01 of the Base Indenture.

(j) The Notes shall be issuable

in denominations of $2,000 and integral multiples of $1,000 in excess thereof.

(k) Holders of the Notes will

not have the option to have the Notes repaid prior to the Stated Maturity other than in accordance with Article Thirteen of the Indenture.

ARTICLE

DEFINITIONS

AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 2.01 Except as may

be provided in a Future Supplemental Indenture, for the benefit of the Holders of the Notes but no other series of Securities under the

Indenture, whether now or hereafter issued and Outstanding, Article One of the Base Indenture shall be amended by adding the following

defined terms to Section 1.01 of the Base Indenture in appropriate alphabetical sequence, as follows:

“Below Investment

Grade Rating Event” means the Notes are downgraded below Investment Grade by the Rating Agency on any date from the date of

the public notice of an arrangement that results in a Change of Control until the end of the 60-day period following public notice of

the occurrence of a Change of Control (which period shall be extended so long as the rating of the Notes is under publicly announced consideration

for possible downgrade by the Rating Agency); provided that a Below Investment Grade Rating Event otherwise arising by virtue of

a particular reduction in rating shall not be deemed to have occurred in respect of a particular Change of Control (and thus shall not

be deemed a Below Investment Grade Rating Event for purposes of the definition of Change of Control Repurchase Event hereunder) if the

Rating Agency making the reduction in rating to which this definition would otherwise apply do not announce or publicly confirm or inform

the Company in writing that the reduction was the result, in whole or in part, of any event or circumstance comprised of or arising as

a result of, or in respect of, the applicable Change of Control (whether or not the applicable Change of Control shall have occurred at

the time of the Below Investment Grade Rating Event).

“Change of Control”

means the occurrence of any of the following:

(1) the direct or

indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation) in one or a series of related

transactions, of all or substantially all of the assets of the Company and its Controlled Subsidiaries taken as a whole to any “person”

or “group” (as those terms are used in Section 13(d)(3) of the Exchange Act), other than to any Permitted Holders; provided

that, for the avoidance of doubt, a pledge of assets pursuant to any secured debt instrument of the Company or its Controlled Subsidiaries

shall not be deemed to be any such sale, lease, transfer, conveyance or disposition;

(2) the consummation

of any transaction (including, without limitation, any merger or consolidation) the result of which is that any “person” or

“group” (as those terms are used in Section 13(d)(3) of the Exchange Act) (other than any Permitted Holders) becomes the “beneficial

owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the outstanding

Voting Stock of the Company, measured by voting power rather than number of shares; or

(3) the approval

by the Company’s stockholders of any plan or proposal relating to the liquidation or dissolution of the Company.

“Change of Control

Repurchase Event” means the occurrence of a Change of Control and a Below Investment Grade Rating Event.

“Controlled Subsidiary”

means any Subsidiary of the Company, 50% or more of the outstanding equity interests of which are owned by the Company and its direct

or indirect Subsidiaries and of which the Company possesses, directly or indirectly, the power to direct or cause the direction of the

management or policies, whether through the ownership of voting equity interests, by agreement or otherwise.

“Depositary”

means, with respect to each Note in global form, The Depository Trust Company, until a successor shall have been appointed and becomes

such person, and thereafter, Depositary shall mean or include such successor.

“Investment Grade”

means a rating of Baa3 or better by Moody’s (or its equivalent under any successor rating categories of Moody’s), (or if the

Rating Agency ceases to rate the Notes for reasons outside of the Company’s control, the equivalent investment grade credit rating

from any Rating Agency selected by the Company as a replacement Rating Agency).

“Moody’s”

means Moody’s Investors Service or any successor thereto.

“Permitted Holders”

means (i) the Company, (ii) one or more of the Company’s Controlled Subsidiaries.

“Rating Agency”

means (1) Moody’s; and (2) if Moody’s ceases to rate the Notes or fails to make a rating of the Notes publicly available for

reasons outside of the Company’s control, a “nationally recognized statistical rating organization” as defined in Section

3(a)(62) of the Exchange Act selected by the Company as a replacement agency for Moody’s.

“Significant Subsidiary”

means any Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X under the

Exchange Act, as such regulation is in effect on the original date of this Indenture (but excluding any Subsidiary which is (a) a non-recourse

or limited recourse Subsidiary, (b) a bankruptcy remote special purpose vehicle or (c) is not consolidated with the Company for purposes

of GAAP).

“Voting Stock”

as applied to stock of any Person, means shares, interests, participations or other equivalents in the equity interest (however designated)

in such Person having ordinary voting power for the election of a majority of the directors (or the equivalent) of such Person, other

than shares, interests, participations or other equivalents having such power only by reason of the occurrence of a contingency.

ARTICLE

III

REMEDIES

Section 3.01 Except as may

be provided in a Future Supplemental Indenture, for the benefit of the Holders of the Notes but no other series of Securities under the

Indenture, whether now or hereafter issued and Outstanding, Section 5.01 of the Base Indenture shall be amended by replacing clause (ii)

thereof with the following:

“(ii) default

in the payment of the principal of (or premium, if any, on) any Note when it becomes due and payable at its Maturity, including upon any

Redemption Date or required repurchase date; or”

Section 3.02 Except as may

be provided in a Future Supplemental Indenture, for the benefit of the Holders of the Notes but no other series of Securities under the

Indenture, whether now or hereafter issued and Outstanding, Section 5.01 of the Base Indenture shall be amended by adding the following

language as clause (ix):

“(ix): default

by the Company or any of its Significant Subsidiaries, after giving effect to any applicable grace periods and any applicable extensions,

with respect to any mortgage, agreement or other instrument under which there may be outstanding, or by which there may be secured or

evidenced, any indebtedness for money borrowed in excess of $50 million in the aggregate of the Company and/or any such Significant Subsidiary,

whether such indebtedness now exists or shall hereafter be created (i) resulting in such indebtedness becoming or being declared due and

payable or (ii) constituting a failure to pay the principal or interest of any such debt when due and payable at its stated maturity,

upon required repurchase, upon declaration of acceleration or otherwise, unless, in either case, such indebtedness is discharged, or such

acceleration is rescinded, stayed or annulled, within a period of 30 calendar days after written notice of such failure is given to the

Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in aggregate principal amount of the Notes then

Outstanding.”

Section 3.03 Except as may

be provided in a Future Supplemental Indenture, for the benefit of the Holders of the Notes but no other series of Securities under the

Indenture, whether now or hereafter issued and Outstanding, Section 5.02 of the Base Indenture shall be amended by replacing the first

paragraph of Section 5.02 with the following:

“If an Event of Default with respect

to the Notes occurs and is continuing, then and in every such case (other than an Event of Default specified in Section 5.01(v) or 5.01(vi)),

the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Notes may declare the principal of all the Outstanding

Notes to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by the Holders), and upon

any such declaration such principal shall become immediately due and payable; provided that 100% of the principal of, and accrued

and unpaid interest on, the Notes will automatically become due and payable in the case of an Event of Default specified in Section 5.01(v)

or 5.01(vi) hereof.”

ARTICLE

COVENANTS

Section 4.01 Except as may

be provided in a Future Supplemental Indenture, for the benefit of the Holders of the Notes but no other series of Securities under the

Indenture, whether now or hereafter issued and Outstanding, Article Ten of the Base Indenture shall be amended by adding the following

new Sections 10.07 and 10.08 thereto, each as set forth below:

“Section 10.07 Section

18(a)(1)(A) of the Investment Company Act.

The Company hereby agrees

that for the period of time during which Notes are Outstanding, the Company will not violate, whether or not it is subject to, Section

18(a)(1)(A) as modified by Section 61(a) of the Investment Company Act or any successor provisions thereto of the Investment Company Act,

giving effect to any exemptive relief granted to the Company by the Commission.”

“Section 10.08 Commission

Reports and Reports to Holders.

If, at any time, the Company

is not subject to the reporting requirements of Sections 13 or 15(d) of the Exchange Act to file any periodic reports with the Commission,

the Company agrees to furnish to the Holders of Notes and the Trustee for the period of time during which the Notes are Outstanding: (i)

within 90 days after the end of each fiscal year of the Company, audited annual consolidated financial statements of the Company and (ii)

within 45 days after the end of each fiscal quarter of the Company (other than the Company’s fourth fiscal quarter), unaudited interim

consolidated financial statements of the Company. All such financial statements shall be prepared, in all material respects, in accordance

with GAAP, as applicable.

Delivery of such reports,

information, and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute

constructive notice of any information contained therein or determinable from information contained therein, including the Company’s

compliance with any of its covenants hereunder (as to which the Trustee is entitled to conclusively rely exclusively on Officers’

Certificates).”

ARTICLE

THE TRUSTEE

Section 5.01 Neither the Trustee

nor any Paying Agent shall be responsible for determining whether any Change of Control or Below Investment Grade Rating Event has occurred

and whether any Change of Control offer with respect to the Notes is required.

ARTICLE

OFFER TO REPURCHASE UPON A CHANGE OF CONTROL REPURCHASE EVENT

Section 6.01 Except as may

be provided in a Future Supplemental Indenture, for the benefit of the Holders of the Notes but no other series of Securities under the

Indenture, whether now or hereafter issued and Outstanding, Article Thirteen of the Base Indenture shall be amended by replacing Sections

13.01 to 13.05 thereto with the following:

“Section 13.01 Change

of Control.

If a Change of Control Repurchase

Event occurs, unless the Company shall have exercised its right to redeem the Notes in full, the Company shall make an offer to each Holder

of the Notes to repurchase all or any part (in minimum denominations of $2,000 and integral multiples of $1,000 principal amount thereabove)

of that Holder’s Notes at a repurchase price in cash equal to 100% of the aggregate principal amount of Notes repurchased plus any

accrued and unpaid interest on the Notes repurchased to the date of purchase. Within 30 days following any Change of Control Repurchase

Event or, at the Company’s option, prior to any Change of Control, but after the public announcement of the Change of Control, the

Company will send a notice to each Holder and the Trustee describing the transaction or transactions that constitute or may constitute

the Change of Control Repurchase Event and offering to repurchase Notes on the payment date specified in the notice, which date will be

no earlier than 30 days and no later than 60 days from the date such notice is sent. The notice shall, if sent prior to the date of consummation

of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Repurchase Event occurring on or prior

to the payment date specified in the notice. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any

other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase

of the Notes as a result of a Change of Control Repurchase Event.

To the extent that the provisions

of any securities laws or regulations conflict with this Section 13.01, the Company shall comply with the applicable securities laws and

regulations and shall not be deemed to have breached its obligations under this Section 13.01 by virtue of such conflict.

On the Change of Control Repurchase

Event payment date, subject to extension if necessary to comply with the provisions of the Investment Company Act, the Company shall,

to the extent lawful:

(1) accept for payment

all Notes or portions of Notes properly tendered pursuant to its offer;

(2) deposit with

the Paying Agent an amount equal to the aggregate purchase price in respect of all Notes or portions of Notes properly tendered; and

(3) deliver or cause

to be delivered to the Trustee the Notes properly accepted, together with an Officers’ Certificate stating the aggregate principal

amount of Notes being purchased by the Company.

The Paying Agent will promptly

remit to each Holder of Notes properly tendered the purchase price for the Notes, and the Trustee will promptly authenticate upon receipt

of a Company Order and mail (or cause to be transferred by book-entry) to each Holder a new Note equal in principal amount to any unpurchased

portion of any Notes surrendered; provided that each new Note will be in a minimum principal amount of $2,000 or an integral multiple

of $1,000 in excess thereof.

If any Repayment Date upon

a Change of Control Repurchase Event falls on a day that is not a Business Day, then the required payment will be made on the next succeeding

Business Day and no additional interest will accrue as a result of such delayed payment.

The Company will not be required

to make an offer to repurchase the Notes upon a Change of Control Repurchase Event if a third party makes an offer in respect of the Notes

in the manner, at the time and otherwise in compliance with the requirements for an offer made by the Company and such third party purchases

all Notes properly tendered and not withdrawn under its offer.”

ARTICLE

VII

MISCELLANEOUS

Section 7.01 This Eighth Supplemental

Indenture and the Notes shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles

of conflicts of laws that would cause the application of laws of another jurisdiction. This Eighth Supplemental Indenture is subject to

the provisions of the Trust Indenture Act that are required to be part of the Indenture and shall, to the extent applicable, be governed

by such provisions. If any provision of the Indenture limits, qualifies or conflicts with the duties imposed by Section 318(c) of the

Trust Indenture Act, the imposed duties will control.

Section 7.02 In case any provision

in this Eighth Supplemental Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability

of the remaining provisions shall not in any way be affected or impaired thereby.

Section 7.03 This Eighth Supplemental

Indenture may be executed in any number of counterparts, each of which will be an original, but such counterparts will together constitute

but one and the same Eighth Supplemental Indenture. The exchange of copies of this Eighth Supplemental Indenture and the execution and

the delivery of the Notes and of signature pages by facsimile, .pdf transmission, email or other electronic means (including DocuSign)

shall constitute effective execution and delivery of this Eighth Supplemental Indenture and such Notes for all purposes. Signatures of

the parties hereto transmitted by facsimile, .pdf transmission, email or other electronic means (including DocuSign) shall be deemed to

be their original signatures for all purposes. For the avoidance of doubt, all notices, approvals, consents, requests and any communications

hereunder or with respect to this Eighth Supplemental Indenture and the Notes must be in writing (provided that any communication sent

to Trustee hereunder must be in the form of a document that is signed manually or by way of a digital signature provided by DocuSign or

Adobe (or such other digital signature provider as specified in writing to Trustee by the authorized representative), in English.

The Company agrees to assume all risks arising out of the use of using digital signatures and electronic methods to submit communications

to Trustee, including without limitation the risk of Trustee acting on unauthorized instructions, and the risk of interception and misuse

by third parties.

Section 7.04 The Base Indenture,

as supplemented and amended by this Eighth Supplemental Indenture, is in all respects ratified and confirmed, and the Base Indenture and

this Eighth Supplemental Indenture shall be read, taken and construed as one and the same instrument with respect to the Notes. All provisions

included in this Eighth Supplemental Indenture supersede any conflicting provisions included in the Base Indenture with respect to the

Notes, unless not permitted by law. The Trustee accepts the trusts created by the Indenture, as supplemented by this Eighth Supplemental

Indenture, and agrees to perform the same upon the terms and conditions of the Indenture, as supplemented by this Eighth Supplemental

Indenture. All of the provisions contained in the Base Indenture in respect of the rights, privileges, immunities, indemnities, powers,

and duties of the Trustee shall be applicable in respect of this Eighth Supplemental Indenture as fully and with like force and effect

as though fully set forth in full herein.

Section 7.05 The provisions

of this Eighth Supplemental Indenture shall become effective as of the date hereof.

Section 7.06 Notwithstanding

anything else to the contrary herein, the terms and provisions of this Eighth Supplemental Indenture shall apply only to the Notes and

shall not apply to any other series of Securities under the Indenture and this Eighth Supplemental Indenture shall not and does not otherwise

affect, modify, alter, supplement or change the terms and provisions of any other series of Securities under the Indenture, whether now

or hereafter issued and Outstanding.

Section 7.07 The recitals

contained herein and in the Notes shall be taken as the statements of the Company, and the Trustee assumes no responsibility for their

correctness. The Trustee makes no representations as to and shall not be responsible for the validity or sufficiency of this Eighth Supplemental

Indenture, the Notes or any Additional Notes, except that the Trustee represents that it is duly authorized to execute and deliver this

Eighth Supplemental Indenture, authenticate the Notes and any Additional Notes and perform its obligations hereunder. The Trustee shall

not be accountable for the use or application by the Company of the Notes or any Additional Notes or the proceeds thereof.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties

hereto have caused this Eighth Supplemental Indenture to be duly executed as of the date first above written.

TRINITY CAPITAL INC.

/s/ Kyle Brown

Name:

Kyle Brown

Title:

Chief Executive Officer, President and Chief Investment Officer

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee

/s/ Stacy Mitchell

Name:

Stacy Mitchell

Title:

Vice President

[Signature Page to Eighth Supplemental

Indenture]

Exhibit A – Form of Global Note

THIS SECURITY IS A GLOBAL

NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY OR A NOMINEE

THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR

IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN THE DEPOSITORY TRUST COMPANY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED

CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

Unless this certificate

is presented by an authorized representative of The Depository Trust Company to the issuer or its agent for registration of transfer,

exchange or payment and such certificate issued in exchange for this certificate is registered in the name of Cede & Co., or such

other name as requested by an authorized representative of The Depository Trust Company, any transfer, pledge or other use hereof for

value or otherwise by or to any person is wrongful, as the registered owner hereof, Cede & Co., has an interest herein.

Trinity Capital Inc.

No.

Initially $

CUSIP No. 896442 AL4

ISIN No. US896442AL44

7.000% Notes due 2031

Trinity Capital Inc., a corporation

duly organized and existing under the laws of Maryland (herein called the “Company”, which term includes any successor Person

under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, the

principal sum of [__] dollars (U.S. $[__]), or such other principal sum as shall be set forth in the Schedule of Increases or Decreases

attached hereto, on May 21, 2031, and to pay interest thereon from May 21, 2026 or from the most recent Interest Payment Date to which

interest has been paid or duly provided for, semi-annually on November 21 and May 21 in each year, commencing November 21, 2026, at the

rate of 7.000% per annum, until the principal hereof is paid or made available for payment. The interest so payable, and punctually paid

or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security

is registered at the close of business on the Regular Record Date for such interest, which shall be November 6 and May 6 (whether or not

a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided

for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this

Security is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the

Company, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date,

or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities

of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture.

This Security may be issued as part of a series.

Payment of the principal of

(and premium, if any) and any such interest on this Security will be made at the Corporate Trust Office of the Paying Agent, which shall

initially be the Trustee, in such coin or currency of the United States of America as at the time of payment is legal tender for payment

of public and private debts; provided, however, that at the option of the Company payment of interest may be made by check

mailed to the address of the Person entitled thereto as such address shall appear in the Security Register; provided, further,

however, that so long as this Security is registered to Cede & Co., such payment will be made by wire transfer in accordance

with the procedures established by the Depository Trust Company and the Trustee.

Reference is hereby made to

the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same

effect as if set forth at this place.

Unless the certificate of

authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not

be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

IN WITNESS WHEREOF, the Company has caused this

instrument to be duly executed.

Dated:

TRINITY CAPITAL INC.

By:

Name:

Title:

Attest:

Name:

Title:

A-2

This is one of the Securities

of the series designated therein referred to in the within-mentioned Indenture.

Dated:

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee

By:

Authorized Signatory

A-3

[BACK OF NOTE]

Trinity Capital Inc.

7.000% Notes due 2031

This Security is one of a

duly authorized issue of securities of the Company (herein called the “Securities”), issued and to be issued in one or more

series under an Indenture, dated as of January 16, 2020 (herein called the “Base Indenture”, which term shall have the meaning

assigned to it in such instrument), between the Company and U.S. Bank Trust Company, National Association, as Trustee (herein called the

“Trustee”, which term includes any successor trustee under the Base Indenture), and reference is hereby made to the Base Indenture

for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee, and the

Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered, as supplemented

by the Eighth Supplemental Indenture, relating to the Securities, dated as of May 21, 2026, by and between the Company and the Trustee

(herein called the “Eighth Supplemental Indenture”; and together with the Base Indenture, the “Indenture”). In

the event of any conflict between the Base Indenture and the Eighth Supplemental Indenture, the Eighth Supplemental Indenture shall govern

and control.

This Security is one of the

series designated on the face hereof, initially limited in aggregate principal amount to $300,000,000. Under a Board Resolution, Officers’

Certificate pursuant to Board Resolutions or an indenture supplement, the Company may from time to time, without the consent of the Holders

of Securities, issue additional Securities of this series (in any such case “Additional Securities”) having the same ranking

and the same interest rate, maturity, CUSIP number and other terms as the Securities, provided that such Additional Securities

must either (i) be issued in a “qualified reopening” for U.S. Federal income tax purposes, with no more than a de minimis

amount of original issue discount, or otherwise (ii) be part of the same issue as the Securities for U.S. federal income tax purposes.

Any Additional Securities and the existing Securities will constitute a single series under the Indenture and all references to the relevant

Securities herein shall include the Additional Securities unless the context otherwise requires. The aggregate amount of Outstanding Securities

represented hereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions.

Prior to the Par Call Date,

the Company may redeem the Securities of this series at its option, in whole or in part, at any time and from time to time, at a Redemption

Price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:

(i) 100% of the

principal amount of the Securities to be redeemed, and

(ii) (a) the sum

of the present values of the remaining scheduled payments of principal and interest thereon discounted to the Redemption Date (assuming

the Securities matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the

Treasury Rate plus 45 basis points less (b) interest accrued to the redemption date;

plus, in either case, accrued and unpaid

interest thereon to the Redemption Date.

On or after the Par Call Date,

the Company may redeem the Securities of this series, in whole or in part, at any time and from time to time, at a Redemption Price equal

to 100% of the principal amount of the Securities being redeemed plus accrued and unpaid interest thereon to the Redemption Date.

For purposes of calculating

the Redemption Price in connection with the redemption of the Securities, on any Redemption Date, the following terms have the meanings

set forth below:

“Par Call Date”

means April 21, 2031.

“Treasury Rate” means, with

respect to any redemption date, the yield determined by the Company in accordance with the following two paragraphs.

A-4

The Treasury Rate shall be

determined by the Company after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily

by the Board of Governors of the Federal Reserve System), on the third business day preceding the Redemption Date based upon the yield

or yields for the most recent day that appear after such time on such day in the most recent statistical release published by the Board

of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily) - H.15” (or any successor designation

or publication) (“H.15”) under the caption “U.S. government securities–Treasury constant maturities–Nominal”