0001140361-21-039371 Sample Contracts

REGISTRATION RIGHTS AGREEMENT by and among Barings BDC, Inc.,
Registration Rights Agreement • November 24th, 2021 • Barings BDC, Inc. • New York

This Registration Rights Agreement (this “Agreement”) is made and entered into as of September 30, 2021, by and among Barings BDC, Inc., a Maryland corporation (the “Company”), and J.P. Morgan Securities LLC, ING Financial Markets LLC, MUFG Securities Americas Inc. and Wells Fargo Securities, LLC, as the representatives (together, the “Representatives”) to the other several initial purchasers (collectively, the “Initial Purchasers”) of $350,000,000 aggregate principal amount of the Company’s 3.300% Notes due 2026 (the “Notes”) listed on Schedule A to the Purchase Agreement (as defined below).

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FIRST SUPPLEMENTAL INDENTURE between BARINGS BDC, INC. and as Trustee DATED AS OF NOVEMBER 23, 2021
First Supplemental Indenture • November 24th, 2021 • Barings BDC, Inc.

THIS FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”), dated as of November 23, 2021 (the “Issue Date”), is between Barings BDC, Inc., a Maryland corporation (the “Company”), and U.S. Bank 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.

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