Trinity Capital Inc. Sample Contracts
Sixth Amendment to Credit AgreementCredit Agreement • August 5th, 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
Trinity Capital Inc. $55,500,000 7.54% Series A Senior Notes, Tranche A, due October 29, 2027 $73,000,000 7.60% Series A Senior Notes, Tranche B, due October 29, 2028 $14,000,000 7.66% Series A Senior Notes, Tranche C, due October 29, 2029 Master Note...Master Note Purchase Agreement • October 30th, 2024 • Trinity Capital Inc. • New York
INDEMNIFICATION AGREEMENTIndemnification 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”).
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.
OPEN MARKET SALE AGREEMENTOpen Market Sale Agreement • February 10th, 2025 • Trinity Capital Inc. • New York
SIXTH SUPPLEMENTAL INDENTURE between TRINITY CAPITAL INC. and as Trustee Dated as of July 19, 2024 SIXTH SUPPLEMENTAL INDENTURESupplemental Indenture • July 19th, 2024 • Trinity Capital Inc.
THIS SIXTH SUPPLEMENTAL INDENTURE (this “Sixth Supplemental Indenture”), dated as of July 19, 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.
THIRD SUPPLEMENTAL INDENTURE between TRINITY CAPITAL INC. and as Trustee Dated as of August 24, 2021 THIRD SUPPLEMENTAL INDENTUREThird 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.
TRINITY CAPITAL INC. $100,000,000 Underwriting AgreementUnderwriting Agreement • March 28th, 2024 • 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 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
TRANSFER AGENCY AND REGISTRAR SERVICES AGREEMENTTransfer 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”).
TRINITY CAPITAL INC. UNDERWRITING AGREEMENT 2,754,840 SHARES OF COMMON STOCKUnderwriting 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”).
AGREEMENT AND PLAN OF MERGERMerger Agreement • 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”).
OPEN MARKET SALE AGREEMENTOpen Market Sale Agreement • August 29th, 2025 • Trinity Capital Inc. • New York
Name: Steven L. Brown Date: March 14, 2025Offer of Employment • March 20th, 2025 • Trinity Capital Inc.
This letter agreement hereby amends and restates that certain offer letter, by and between you and Trinity Capital Inc. (the “Company”), dated January 16, 2020.
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration 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).
TRINITY CAPITAL INC. UNDERWRITING AGREEMENT 5,190,312 SHARES OF COMMON STOCKUnderwriting 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
REGISTRATION RIGHTS AGREEMENT by and between Trinity Capital Inc. and Keefe, Bruyette & Woods, Inc. Dated as of January 16, 2020Registration 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:
TRINITY Capital INC. 2019 Long term Incentive Plan Form of TRINITY Capital INC. Restricted Stock Award FOR EMPLOYEESRestricted Stock Award Agreement • September 13th, 2024 • Trinity Capital Inc.
This Restricted Stock Agreement (this “Agreement”) between Trinity Capital Inc., a Maryland corporation (the “Company”), and _____________ (the “Grantee”), regarding an award (“Award”) of ________ shares of Common Stock, as defined in the Trinity Capital Inc. 2019 Long Term Incentive Plan, as amended (the “Plan”), with such Award being granted to the Grantee on ______, 2024 (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 imposed by law.
JOINDER AGREEMENTJoinder Agreement • October 30th, 2024 • Trinity Capital Inc.
Reference is made to the that certain Credit Agreement dated as of October 27, 2021 (as the same may be amended, supplemented, restated or otherwise modified from time to time, the “Credit Agreement”), by and among TrinCap Funding, LLC, as Borrower (the “Borrower”), Trinity Capital Inc., as Servicer (the “Servicer”), the Lenders from time to time party thereto, KeyBank National Association, as the Administrative Agent (the “Administrative Agent”) and Syndication Agent and Computershare Trust Company, N.A., as Collateral Custodian. Capitalized terms used and not otherwise defined herein are used with the meanings set forth or incorporated by reference in the Credit Agreement.
November 16, 2020 Susan Echard Personal and Confidential Dear Susan,Separation & General Release Agreement • March 4th, 2021 • Trinity Capital Inc. • 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.
SALE AND CONTRIBUTION AGREEMENTSale 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”).
INTEREST PURCHASE AGREEMENTInterest 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”).
AGREEMENT AND PLAN OF MERGERMerger Agreement • 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”).
TRINITY CAPITAL INC. $125,000,000 Underwriting AgreementUnderwriting Agreement • July 1st, 2025 • 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 Keefe, Bruyette & Woods, Inc. (“KBW”) and Morgan Stanley & Co. LLC (“MS”) are acting as representatives (in such capacity, the “Representatives”), $125,000,000 aggregate principal amount of 6.750% Notes due 2030 of the Company (the “Securities”).
SECOND AMENDMENT TO CREDIT AGREEMENTCredit 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.
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 AGREEMENTSecurity 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).
TRINITY CAPITAL INC. $100,000,000 Underwriting AgreementUnderwriting Agreement • July 19th, 2024 • 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 Keefe, Bruyette & Woods, Inc. (“KBW”), Morgan Stanley & Co. LLC (“MS”), RBC Capital Markets, LLC (“RBC”) and UBS Securities LLC (“UBS”) 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 ri
Trinity Capital Inc. retention BONUS AGREEMENTRetention Bonus Agreement • March 20th, 2025 • Trinity Capital Inc. • Maryland
This Retention Bonus Agreement (this “Agreement”), dated as of March 14, 2025 (the “Grant Date”), is entered into by and between Trinity Capital Inc. (the “Company”), and Kyle Brown (the “Executive”).
INCREASE AGREEMENTIncrease Agreement • February 26th, 2025 • Trinity Capital Inc.
Reference is made to the that certain Credit Agreement dated as of October 27, 2021 (as the same may be amended, supplemented, restated or otherwise modified from time to time, the “Credit Agreement”), by and among TrinCap Funding, LLC, as Borrower (the “Borrower”), Trinity Capital Inc., as Servicer (the “Servicer”), the Lenders from time to time party thereto, KeyBank National Association, as the Administrative Agent (the “Administrative Agent”) and Syndication Agent and Computershare Trust Company, N.A., as Collateral Custodian. Capitalized terms used and not otherwise defined herein are used with the meanings set forth or incorporated by reference in the Credit Agreement.
TRINITY Capital INC. 2019 Long term Incentive Plan Form of TRINITY Capital INC. option Award FOR EMPLOYEESOption Award • March 20th, 2025 • Trinity Capital Inc.
This Option Agreement (this “Agreement”), by and between Trinity Capital Inc., a Maryland corporation (the “Company”), and _________ (the “Grantee”), regarding an award (“Award”) of an “Option” to purchase that number of shares of “Stock”, each as defined in the Trinity Capital Inc. 2019 Long Term Incentive Plan, as amended (the “Plan”), as described in Section 1 below, 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 under this Award 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 including, without limitation, any amendments thereto adopted at any time and from time to time unless such amendments are expressly intended not to apply to the Award provided hereunder) in addition to such other restrictions, if any, as may be imposed by law. Any capitalized term not defined in
Fourth Amendment to Credit AgreementCredit 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
FIRST SUPPLEMENTAL INDENTURE between TRINITY CAPITAL INC. and as Trustee Dated as of January 16, 2020 FIRST SUPPLEMENTAL INDENTURESupplemental 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.
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
FIRST AMENDMENT TO CREDIT AGREEMENT AND LIMITED WAIVERCredit 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.
SALE AND CONTRIBUTION AGREEMENTSale 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”).
TRINITY CAPITAL INC. $50,000,000 6.00% CONVERTIBLE Notes due 2025 PURCHASE/PLACEMENT AGREEMENT December 4, 2020Purchase/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”).