TRINITY CAPITAL INC., Issuer and U.S. BANK NATIONAL ASSOCIATION, Trustee Second Supplemental Indenture Dated as of December 11, 2020 to Indenture Dated as of January 16, 2020 Providing for the Issuance of 6.00% Convertible Notes due 2025Second Supplemental Indenture • December 14th, 2020 • Trinity Capital Inc. • New York
SECOND SUPPLEMENTAL INDENTURE dated as of December 11, 2020 (the “Supplemental Indenture”) between TRINITY CAPITAL INC., a Maryland corporation, as issuer (the “Company,” as more fully set forth in Section 1.01), and U.S. BANK NATIONAL ASSOCIATION, as trustee (the “Trustee,” as more fully set forth in Section 1.01), supplementing the Indenture, dated as of January 16, 2020, between the Company and the Trustee (the “Base Indenture” and the Base Indenture, as amended and supplemented by this Supplemental Indenture, and as it may be further amended or supplemented from time to time with respect to the Notes, the “Indenture”). All capitalized terms used herein shall have the meaning set forth in the Base Indenture unless otherwise defined herein.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 14th, 2020 • Trinity Capital Inc. • New York
This Agreement is made pursuant to the Purchase/Placement Agreement, dated as of December 4, 2020 (the “Purchase/Placement Agreement”), between the Company and KBW, in connection with the sale and purchase or placement of an aggregate principal amount of $50.0 million of the Company’s 6.00% Convertible Notes due 2025 (the “Notes”). The Notes will be convertible into shares (the “Shares”) of common stock of the Company, par value $0.001 per share (the “Common Stock”), cash, and/or a combination of cash and the Shares, as set forth in the Indenture (as defined below) and in accordance with the terms of the Notes. In order to induce KBW to enter into the Purchase/Placement Agreement, the Company has agreed to provide the registration rights provided for in this Agreement to the Holders. The execution of this Agreement is a condition to the closing of the transactions contemplated by the Purchase/Placement Agreement.
