0000099771-17-000109 Sample Contracts

STANDBY PURCHASE AGREEMENT
Standby Purchase Agreement • June 23rd, 2017 • Trinity Capital Corp • National commercial banks • New Mexico

This STANDBY PURCHASE AGREEMENT (this "Agreement"), dated as of June 22, 2017, is by and between Trinity Capital Corporation, a New Mexico corporation (the "Company"), and Strategic Value Bank Partners LLC (the "Standby Purchaser").

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RETURN THIS SUBSCRIPTION AGREEMENT TO:
Trinity Capital Corp • June 23rd, 2017 • National commercial banks

IMPORTANT: The terms of this offering are described in the prospectus dated [__________], 2017 (the "Prospectus"), which you have received together with this Subscription Agreement. You should read the Prospectus carefully in its entirety before completing and returning this Subscription Agreement. If you elect to subscribe for shares of our voting common stock in accordance with the terms contained in the Prospectus and as described further below, you must complete and sign this Subscription Agreement and the accompanying IRS Form W-9 in their entirety. If you fail to provide all of the required information and/or properly sign this Subscription Agreement or the required Form W-9, your subscription may be returned to you, without interest, penalty or deduction for expenses.

FORM OF SUBSCRIPTION AGENT AGREEMENT
Form of Subscription Agent Agreement • June 23rd, 2017 • Trinity Capital Corp • National commercial banks • New York

THIS SUBSCRIPTION AGENT AGREEMENT ("Agreement") between Trinity Capital Corporation, a New Mexico corporation (the "Company"), and Continental Stock Transfer & Trust Company, a New York corporation ("Continental"), is dated as of [ ], 2017.

RETURN THIS SUBSCRIPTION AGREEMENT TO:
Subscription Agreement • June 23rd, 2017 • Trinity Capital Corp • National commercial banks

IMPORTANT: The terms of this offering are described in the prospectus dated [__________], 2017 (the "Prospectus"), which you have received together with this Subscription Agreement. You should read the Prospectus carefully in its entirety before completing and returning this Subscription Agreement. If you elect to subscribe for shares of our voting common stock in accordance with the terms contained in the Prospectus and as described further below, you must complete and sign this Subscription Agreement and the accompanying IRS Form W-9 in their entirety. If you fail to provide all of the required information and/or properly sign this Subscription Agreement or the required Form W-9, your subscription may be returned to you, without interest, penalty or deduction of expenses.

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