Trinity Capital Inc. Sample Contracts

Fifth Amendment to Credit Agreement
Credit Agreement • March 6th, 2024 • Trinity Capital Inc. • New York

The Borrower desires that the Lenders make advances on a revolving basis to the Borrower on the terms and subject to the conditions set forth in this Agreement; and

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INDEMNIFICATION AGREEMENT
Indemnification Agreement • January 16th, 2020 • Trinity Capital Inc. • Maryland

THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into this day of _______ 20__, by and between Trinity Capital Inc., a Maryland corporation (the “Company”), and the undersigned (“Indemnitee”).

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TRINITY CAPITAL INC. UNDERWRITING AGREEMENT 2,754,840 SHARES OF COMMON STOCK
Underwriting Agreement • April 7th, 2022 • Trinity Capital Inc. • New York

Pursuant to the terms and conditions of this Underwriting Agreement (this “Agreement”), Trinity Capital Inc., a Maryland corporation (the “Company”) proposes to sell to you, Keefe, Bruyette & Woods, Inc. (“KBW”), Wells Fargo Securities, LLC (“Wells Fargo”) and UBS Securities LLC (“UBS”) and each of the other underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 8 hereof), for whom KBW, Wells Fargo and UBS are acting as representatives (in such capacity, the “Representatives”), 2,754,840 shares (the “Initial Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”). The Company also proposes to grant to the Underwriters the option described in Section 1(b) hereof to purchase up to 413,226 additional shares of Common Stock from the Company (the “Option Shares” and together with the Initial Shares, the “Shares”).

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AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • March 13th, 2020 • Trinity Capital Inc. • Maryland

This Agreement and Plan of Merger (the “Agreement”), dated as of January 10, 2020, is by and between Trinity Capital Inc., a Maryland corporation (the “Corporation”), Trinity Capital Fund II, L.P., a Delaware limited partnership (the “Fund”), and Trinity SBIC Partners II, LLC, a Delaware limited liability company and the general partner of the Fund (the “Fund GP”).

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THIRD SUPPLEMENTAL INDENTURE between TRINITY CAPITAL INC. and as Trustee Dated as of August 24, 2021 THIRD SUPPLEMENTAL INDENTURE
Third Supplemental Indenture • August 24th, 2021 • Trinity Capital Inc. • New York

THIS THIRD SUPPLEMENTAL INDENTURE (this “Third Supplemental Indenture”), dated as of August 24, 2021, is between Trinity Capital 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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AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 16th, 2020 • Trinity Capital Inc. • New York

This AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of December 15, 2020, between Trinity Capital Inc., a Maryland corporation (together with any successor entity thereto, the “Company”), and Keefe, Bruyette & Woods, Inc., a Delaware corporation, as the initial purchaser/placement agent (“KBW”), for the benefit of KBW and the Holders (as defined below).

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TRINITY CAPITAL INC. UNDERWRITING AGREEMENT 5,190,312 SHARES OF COMMON STOCK
Underwriting Agreement • August 8th, 2023 • Trinity Capital Inc. • New York

Pursuant to the terms and conditions of this Underwriting Agreement (this “Agreement”), Trinity Capital Inc., a Maryland corporation (the “Company”) proposes to sell to you, UBS Securities LLC (“UBS”), Morgan Stanley & Co. LLC (“Morgan Stanley”), Keefe, Bruyette & Woods, Inc. (“KBW”), RBC Capital Markets, LLC (“RBC”) and Wells Fargo Securities, LLC (“Wells Fargo”) and each of the other underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 8 hereof), for whom UBS, Morgan Stanley, KBW, RBC and Wells Fargo are acting as representatives (in such capacity, the Representatives”), 5,190,312 shares (the “Initial Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”). The Company also proposes to grant to the Underwriters the option described in Section 1(b) hereof to purchase up to 778,546 additional shares of Common Stock from the Company (the “Opt

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OPEN MARKET SALE AGREEMENTSM
Open Market Sale • December 1st, 2023 • Trinity Capital Inc. • New York
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TRANSFER AGENCY AND REGISTRAR SERVICES AGREEMENT
Transfer Agency and Registrar Services Agreement • January 16th, 2020 • Trinity Capital Inc. • New York

THIS TRANSFER AGENCY AND REGISTRAR SERVICES AGREEMENT (this “Agreement”), dated as of November 1, 2019 (the “Effective Date”), is entered into by and between TRINITY CAPITAL INC, a Maryland corporation (the “Company”), and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, a New York limited liability trust company (“AST”; together with the Company, the “Parties”; each, the “Party”).

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Trinity Capital Inc. 2019 Non-Employee Director Restricted Stock Plan Form of TRINITY Capital INC. Restricted Stock Award FOR NON-EMPLOYEE DIRECTORS
Restricted Stock Agreement • September 14th, 2021 • Trinity Capital Inc.

This Restricted Stock Agreement (this “Agreement”) between Trinity Capital Inc., a Maryland corporation (the “Company”), and _____________ (the “Grantee”), a non-employee director of the Company or one of its subsidiaries, regarding an award (“Award”) of ________ shares of Common Stock, as defined in the Trinity Capital Inc. 2019 Non-Employee Director Restricted Stock Plan (the “Plan”), with such Award being granted to the Grantee on ______, 2021 (the “Award Date”) and such shares being referred to as the “Restricted Stock”. The number of shares of Restricted Stock granted to the Grantee under this Award shall be subject to adjustment as provided in the Plan and subject to the terms and conditions set forth in this Agreement. The Grantee’s rights to the shares are subject to the restrictions described in this Agreement and the Plan (which is incorporated herein by reference with the same effect as if set forth herein in full) in addition to such other restrictions, if any, as may be im

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REGISTRATION RIGHTS AGREEMENT by and between Trinity Capital Inc. and Keefe, Bruyette & Woods, Inc. Dated as of January 16, 2020
Registration Rights Agreement • January 16th, 2020 • Trinity Capital Inc. • New York

This Agreement is made pursuant to the Purchase Agreement, dated as of January 8, 2020 (the “Purchase Agreement”), between the Company and the Initial Purchaser (i) for the benefit of the Initial Purchaser and (ii) for the benefit of the holders from time to time of the Registrable Notes, including the Initial Purchaser. In order to induce the Initial Purchaser to purchase the Notes, the Company has agreed to provide the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the obligations of the Initial Purchaser as set forth in Section 6(h) of the Purchase Agreement. The parties hereby agree as follows:

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November 16, 2020 Susan Echard Personal and Confidential Dear Susan,
Trinity Capital Inc. • March 4th, 2021 • Arizona

This Separation & General Release Agreement (“Agreement”) confirms the agreement we have reached regarding the termination of your employment from Trinity Capital Inc. (the “Company”). Your last day of employment will be Wednesday, November 25, 2020, or an earlier date, as may be determined by the Company in its sole discretion (the “Termination Date”), although in either case you will still be paid your base salary through November 25, 2020, provided that (a) you are not terminated by the Company for cause (as defined in your Executive Offer Letter with the Company, dated January 16, 2020, the “Executive Offer Letter”) prior to the Termination Date, and (b) you perform your duties as requested by the Company (including Transition Services as set forth in Section 7) through the Termination Date.

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SALE AND CONTRIBUTION AGREEMENT
Sale and Contribution Agreement • November 1st, 2021 • Trinity Capital Inc. • New York

THIS SALE AND CONTRIBUTION AGREEMENT dated as of October 27, 2021 (this “Agreement”), is entered into by and between Trinity Capital Inc. as seller (the “Seller”) and TrinCap Funding, LLC, as purchaser (the “Purchaser”).

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INTEREST PURCHASE AGREEMENT
Interest Purchase Agreement • March 13th, 2020 • Trinity Capital Inc. • Maryland

This Interest Purchase Agreement (the “Agreement”), dated as of January 10, 2020, is by and between Trinity Capital Inc., a Maryland corporation (“Buyer”), Steven L. Brown (individually and in his capacity as the management member of the Company (as defined below) (in such capacity, the “Managing Member”), Kyle Brown, Gerald Harder and Ron Kundich (collectively “Sellers”).

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AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • March 13th, 2020 • Trinity Capital Inc. • Maryland

This Agreement and Plan of Merger (the “Agreement”), dated as of January 10, 2020, is by and between Trinity Capital Inc., a Maryland corporation (the “Corporation”), Trinity Capital Investment LLC, an Arizona limited liability company (the “Fund”), and SP Family LLC, an Arizona limited liability company and the manager of the Fund (the “Fund Manager”).

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SECOND AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • October 19th, 2020 • Trinity Capital Inc.

This Second Amendment to Credit Agreement (this "Amendment") is dated as of September 29, 2020, by and between the Agent, the Lenders and SPE 1, as the Borrower.

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OPEN MARKET SALE AGREEMENT
Open Market Sale Agreement • December 1st, 2023 • Trinity Capital Inc. • New York
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SECURITY AGREEMENT by and among The Grantors referred to herein, as Grantors and CREDIT SUISSE AG, NEW YORK BRANCH, as agent for the Lenders Dated as of January 8, 2020 SECURITY AGREEMENT
Security Agreement • January 16th, 2020 • Trinity Capital Inc. • New York

This SECURITY AGREEMENT (this “Security Agreement”), dated as of January 8, 2020, is entered into by and among each of the signatories designated as a Grantor on the signature pages hereto, but subject to removal pursuant to Section 2.1 hereof (each a “Grantor” and collectively, the “Grantors”) and CREDIT SUISSE AG, NEW YORK BRANCH, as Agent (the “Agent”) on behalf of the Secured Parties (as defined in the Credit Agreement referred to below).

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Fourth Amendment to Credit Agreement
Credit Agreement • May 4th, 2023 • Trinity Capital Inc. • New York

This Fourth Amendment to Credit Agreement, dated as of March 2, 2023 (the “Amendment”), is made pursuant to that certain Credit Agreement, dated as of October 27, 2021 (as amended, restated, modified or supplemented from time to time prior to the date hereof, the “Credit Agreement”), among TrinCap Funding, LLC, a Delaware limited liability company, as borrower (the “Borrower”); Trinity Capital Inc., a Maryland corporation, as servicer (together with its permitted successors and assigns, the “Servicer”); the financial institutions currently party thereto as lenders (the “Lenders”); KeyBank National Association, as administrative agent for the Secured Parties (together with its successors and assigns in such capacity, the “Administrative Agent”) and as syndication agent (together with its successors and assigns in such capacity, the “Syndication Agent”); and Wells Fargo Bank, National Association, not in its individual capacity but as collateral custodian (together with its successors an

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FIRST SUPPLEMENTAL INDENTURE between TRINITY CAPITAL INC. and as Trustee Dated as of January 16, 2020 FIRST SUPPLEMENTAL INDENTURE
First Supplemental Indenture • January 16th, 2020 • Trinity Capital Inc. • New York

THIS FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”), dated as of January 16, 2020, is between Trinity Capital 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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Custodial Agreement among Wells Fargo Bank, National Association, as Custodian Trinity Funding 1, LLC, Trinity Funding 2, LLC Trinity Funding 3, LLC, Trinity Capital Fund II, L.P., Trinity Capital Fund III, L.P., each as Borrower Trinity Management...
Custodial Agreement • January 16th, 2020 • Trinity Capital Inc.

This Custodial Agreement (this “Custodial Agreement”), dated January 8, 2020, is by and among TRINITY FUND 1, LLC, a Delaware limited liability company (“SPE 1”), TRINITY FUND 2, LLC, a Delaware limited liability company (“SPE 2”), TRINITY FUND 3, LLC, a Delaware limited liability company (“SPE 3”), TRINITY CAPITAL FUND II, L.P., a Delaware limited partnership (“Fund II”), TRINITY CAPITAL FUND III, L.P., a Delaware limited partnership (“Fund III” and together with Fund II, the “Funds” and each a “Fund” and the Funds together with SPE 1, SPE 2, SPE 3, each a “Borrower” and collectively, the “Borrowers”, provided, that on and after the Fund II License Surrender Date, all references to Borrower or Borrowers shall automatically exclude Fund II, on and after the Fund III License Surrender Date, all references to Borrower or Borrowers shall automatically exclude Fund III, and following the License Surrender Dates, all references to Borrower or Borrowers shall only mean the SPE Borrowers, and

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FIRST AMENDMENT TO CREDIT AGREEMENT AND LIMITED WAIVER
Credit Agreement • September 16th, 2020 • Trinity Capital Inc.

This First Amendment to Credit Agreement and Limited Waiver (this "Amendment and Waiver") is dated as of March 31, 2020, by and between the Agent, the Lenders and SPE 1, as the Borrower.

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SALE AND CONTRIBUTION AGREEMENT
Sale and Contribution Agreement • January 16th, 2020 • Trinity Capital Inc. • New York

THIS SALE AND CONTRIBUTION AGREEMENT dated as of January 8, 2020 (this “Agreement”), is entered into by and between Trinity Capital Fund IV, L.P., as depositor (the “Depositor”) and Trinity Funding 1, LLC (“SPE 1”).

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TRINITY CAPITAL INC. $50,000,000 6.00% CONVERTIBLE Notes due 2025 PURCHASE/PLACEMENT AGREEMENT December 4, 2020
Purchase/Placement Agreement • December 9th, 2020 • Trinity Capital Inc. • New York

Pursuant to the terms and conditions of this Purchase/Placement Agreement (this “Agreement”), Trinity Capital Inc., a Maryland corporation (the “Company”), proposes to sell and issue to you, Keefe, Bruyette & Woods, Inc. (“KBW”), as initial purchaser, an aggregate principal amount of the Company’s 6.00% Convertible Notes due 2025 (the “Notes”) set forth on Schedule A hereto and designated as 144A/Regulation S Notes (the “144A/Regulation S Notes”).

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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 2025
Second 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.

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TRINITY CAPITAL INC. $100,000,000 Underwriting Agreement
Trinity Capital Inc. • March 28th, 2024 • New York

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”), Morgan Stanley & Co. LLC (“MS”) and RBC Capital Markets, LLC (“RBC”) are acting as representatives (in such capacity, the “Representatives”), $100,000,000 aggregate principal amount of 7.875% Notes due 2029 of the Company (the “Initial Securities”). The Company also proposes to issue and sell up to an additional $15,000,000 aggregate principal amount of the Initial Securities (the “Additional Securities,” and together with the Initial Securities, the “Securities”) if and to the extent that the Representatives shall have determined to exercise, on behalf of the Underwriters, the right to purchase such Additio

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TRINITY CAPITAL INC. $125,000,000 Underwriting Agreement
Underwriting Agreement • August 23rd, 2021 • Trinity Capital Inc. • New York

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 you are acting as the representatives (in such capacity, the “Representatives”), $125,000,000 aggregate principal amount of 4.375% Notes due 2026 of the Company (the “Securities”).

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FIFTH SUPPLEMENTAL INDENTURE between TRINITY CAPITAL INC. and as Trustee Dated as of March 28, 2024 FIFTH SUPPLEMENTAL INDENTURE
Supplemental Indenture • March 28th, 2024 • Trinity Capital Inc.

THIS FIFTH SUPPLEMENTAL INDENTURE (this “Fifth Supplemental Indenture”), dated as of March 28, 2024, is between Trinity Capital Inc., a Maryland corporation (the “Company”), and U.S. Bank Trust Company, National Association (as successor-in-interest to 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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Trinity Funding 1, Llc, Trinity Funding 2, Llc, Trinity Funding 3, Llc, Trinity Capital Fund Ii, L.P., And Trinity Capital Fund Iii, L.P., As Borrowers Trinity Management Iv, Llc As Servicer Wells Fargo Bank, National Association As Back- Up Servicer...
Servicing Agreement • January 16th, 2020 • Trinity Capital Inc. • New York
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Custody And Account Agreement dated as of January 8, 2020 by and between Trinity Capital, Inc. (“Company”) and Wells Fargo Bank, National Association (“Account Bank” and “Document Custodian”)
Custody and Account Agreement • January 16th, 2020 • Trinity Capital Inc. • New York

This Custody And Account Agreement (this “Agreement”) is dated as of January 8, 2020 and is by and between Trinity Capital, Inc. (and any successor or permitted assign), a Maryland corporation, as Company (along with any successor or permitted assign, the “Company”), and Wells Fargo Bank, National Association (“Wells Fargo”) (or any successor or permitted assign acting hereunder), a national banking association, as Account Bank (in such capacity, along with any successor or permitted assign acting as Account Bank hereunder, the “Account Bank”) and as Document Custodian, acting through its Document Custody division (in such capacity, along with any successor or permitted assign acting as Account Bank hereunder, the “Document Custodian”).

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