Exhibit
4.1


 


DESCRIPTION
OF SECURITIES


 


The
following is a brief description of the securities of Monroe Capital Income Plus Corporation (the “Company,” “we,”
 “our” or “us”) registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”). This description of the terms of our shares of common stock, par value $0.001 (“Shares,”
each a “Share”) does not purport to be complete and is subject to and qualified in its entirety by reference to the
  applicable provisions of Maryland General Corporation Law, and the full text of our charter and bylaws. As of December 31,
2020 and the date hereof, our common stock is the only class of our securities registered under Section 12 of the Exchange
Act.


 


General


 


Under
the terms of our charter, our authorized stock consists solely of 100,000,000 Shares, par value $0.001 per Share, and no shares
of preferred stock, par value $0.001 per share. There are no outstanding options or warrants to purchase our stock. No stock has
been authorized for issuance under any equity compensation plan. Under Maryland law, our stockholders generally are not personally
liable for our debts or obligations. Under our charter, our board of directors (the “Board”) is authorized to classify
and reclassify any unissued shares of stock into other classes or series of stock and authorize the issuance of the shares of
stock without obtaining stockholder approval. As permitted by the Maryland General Corporation Law, our charter provides that
the Board, without any action by our stockholders, may amend the charter from time to time to increase or decrease the aggregate
number of shares of stock or the number of shares of stock of any class or series that we have authority to issue.


 


The
following are our outstanding classes of securities as of March 9, 2021:


 


	        (1)

        Title
of Class 
	 	(2)

    Amount

    Authorized	 	 	(3)

    Amount Held

    by

    Us or for

    Our Account	 	 	(4)

    Amount

    Outstanding

    Exclusive of

    Amounts Shown

    Under (3)	 
	Common
    stock	 	 	100,000,000	 	 	 	—	 	 	 	13,827,515	 


 


Common
Stock


 


All
shares of our common stock have equal rights as to earnings, assets, voting, and dividends and other distributions and, when they
are issued, will be duly authorized, validly issued, fully paid and nonassessable. Distributions may be paid to the holders of
our common stock if, as and when authorized by our Board and declared by us out of funds legally available therefor. Shares of
our common stock have no preemptive, exchange, conversion or redemption rights and are freely transferable, except where their
transfer is restricted by federal and state securities laws or by contract. In the event of our liquidation, dissolution or winding
up, each share of our common stock would be entitled to share ratably in all of our assets that are legally available for distribution
after we pay all debts and other liabilities and subject to any preferential rights of holders of our preferred stock, if any
preferred stock is outstanding at such time. Each share of our common stock is entitled to one vote on all matters submitted to
a vote of stockholders, including the election of directors. Except as provided with respect to any other class or series of stock,
the holders of our common stock possess exclusive voting power.    


 


Preferred
Stock


 


Our
charter authorizes our Board to classify and reclassify any unissued shares of stock into other classes or series of stock, including
preferred stock. The cost of any such reclassification would be borne by our existing common stockholders. Prior to issuance of
shares of each class or series, the Board is required by Maryland law and by our charter to set the terms, preferences, conversion
or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications and terms or
conditions of redemption for each class or series. Thus, the Board could authorize the issuance of shares of preferred stock with
terms and conditions which could have the effect of delaying, deferring or preventing a transaction or a change in control that
might involve a premium price for holders of our common stock or otherwise be in their best interest. You should note, however,
that any issuance of preferred stock must comply with the requirements of the Investment Company Act of 1940, as amended (the
 “1940 Act.”) The 1940 Act limits our flexibility as to certain rights and preferences of the preferred stock that
our charter may provide and requires, among other things, that (1) immediately after issuance and before any dividend or other
distribution is made with respect to our common stock and before any purchase of common stock is made, such preferred stock together
with all other senior securities must not exceed an amount equal to 50% of our total assets after deducting the amount of such
dividend, distribution or purchase price, as the case may be, and (2) the holders of shares of preferred stock, if any are issued,
must be entitled as a class to elect two directors at all times and to elect a majority of the directors if and so long as dividends
on such preferred stock are in arrears by two full years or more. Certain matters under the 1940 Act require the separate vote
of the holders of any issued and outstanding preferred stock. For example, holders of preferred stock would vote separately from
the holders of common stock on a proposal to cease operations as a business development company. We believe that the availability
for issuance of preferred stock will provide us with increased flexibility in structuring future financings and acquisitions.
However, we do not currently have any plans to issue preferred stock.




    


     


    


Limitation
on Liability of Directors and Officers; Indemnification and Advance of Expenses


 


Maryland
law permits a Maryland corporation to include in its charter a provision limiting the liability of its directors and officers
to the corporation and its stockholders for money damages except for liability resulting from (a) actual receipt of an improper
benefit or profit in money, property or services or (b) active and deliberate dishonesty established by a final judgment as being
material to the cause of action. Our charter contains such a provision that eliminates directors’ and officers’ liability
to the maximum extent permitted by Maryland law, subject to the requirements of the 1940 Act.


 


Our
charter authorizes us, to the maximum extent permitted by Maryland law and subject to the requirements of the 1940 Act, to indemnify
any present or former director or officer or any individual who, while serving as our director or officer and at our request,
serves or has served another corporation, real estate investment trust, partnership, joint venture, trust, employee benefit plan
or other enterprise as a director, officer, partner or trustee, from and against any claim or liability to which that person may
become subject or which that person may incur by reason of his or her service in any such capacity and to pay or reimburse their
reasonable expenses in advance of final disposition of a proceeding. Our bylaws obligate us, to the maximum extent permitted by
Maryland law and subject to the requirements of the 1940 Act, to indemnify any present or former director or officer or any individual
who, while serving as our director or officer and at our request, serves or has served another corporation, real estate investment
trust, partnership, joint venture, trust, employee benefit plan or other enterprise as a director, officer, partner or trustee
and who is made, or threatened to be made, a party to the proceeding by reason of his or her service in that capacity from and
against any claim or liability to which that person may become subject or which that person may incur by reason of his or her
service in any such capacity and to pay or reimburse his or her reasonable expenses in advance of final disposition of a proceeding.
Our bylaws also provide that, to the maximum extent permitted by Maryland law, with the approval of our Board and provided that
certain conditions described in our bylaws are met, we may pay certain expenses incurred by any such indemnified person in advance
of the final disposition of a proceeding upon receipt of an undertaking by or on behalf of such indemnified person to repay amounts
we have so paid if it is ultimately determined that indemnification of such expenses is not authorized under our bylaws. In accordance
with the 1940 Act, we will not indemnify any person for any liability to which such person would be subject by reason of such
person’s willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of
his or her office.   


 


Maryland
law requires a corporation (unless its charter provides otherwise, which our charter does not) to indemnify a director or officer
who has been successful, on the merits or otherwise, in the defense of any proceeding to which he or she is made, or threatened
to be made, a party by reason of his or her service in that capacity. Maryland law permits a corporation to indemnify its present
and former directors and officers, among others, against judgments, penalties, fines, settlements and reasonable expenses actually
incurred by them in connection with any proceeding to which they may be made, or threatened to be made, a party by reason of their
service in those or other capacities unless it is established that (a) the act or omission of the director or officer was material
to the matter giving rise to the proceeding and (1) was committed in bad faith or (2) was the result of active and deliberate
dishonesty, (b) the director or officer actually received an improper personal benefit in money, property or services or (c) in
the case of any criminal proceeding, the director or officer had reasonable cause to believe that the act or omission was unlawful.
However, under Maryland law, a Maryland corporation may not indemnify for an adverse judgment in a suit by or in the right of
the corporation or for a judgment of liability on the basis that a personal benefit was improperly received unless, in either,
case a court orders indemnification, and then only for expenses. In addition, Maryland law permits a corporation to advance reasonable
expenses to a director or officer in advance of final disposition of a proceeding upon the corporation’s receipt of (a)
a written affirmation by the director or officer of his or her good faith belief that he or she has met the standard of conduct
necessary for indemnification by the corporation and (b) a written undertaking by him or her or on his or her behalf to repay
the amount paid or reimbursed by the corporation if it is ultimately determined that the standard of conduct was not met.


 


We
intend to enter into indemnification agreements with our directors. The indemnification agreements provide our directors the maximum
indemnification permitted under Maryland law and the 1940 Act.


 


Our
insurance policy does not currently provide coverage for claims, liabilities and expenses that may arise out of activities that
our present or former directors or officers have performed for another entity at our request. There is no assurance that such
entities will in fact carry such insurance. However, we note that we do not expect to request our present or former directors
or officers to serve another entity as a director, officer, partner or trustee unless we can obtain insurance providing coverage
for such persons for any claims, liabilities or expenses that may arise out of their activities while serving in such capacities.


 


Certain
Provisions of the Maryland General Corporation Law and Our Charter and Bylaws


 


The
Maryland General Corporation Law and our charter and bylaws contain provisions that could make it more difficult for a potential
acquirer to acquire us by means of a tender offer, proxy contest or otherwise. These provisions are expected to discourage certain
coercive takeover practices and inadequate takeover bids and to encourage persons seeking to acquire control of us to negotiate
first with our Board. We believe that the benefits of these provisions outweigh the potential disadvantages of discouraging any
such acquisition proposals because, among other things, the negotiation of such proposals may improve their terms.


 


Classified
Board of Directors


 


Our
Board is divided into three classes of directors serving staggered three-year terms. Directors of each class are elected to serve
for three-year terms and until their successors are duly elected and qualify and each year one class of directors is elected by
the stockholders. A classified board may render a change in control of us or removal of our incumbent management more difficult.
We believe, however, that the longer time required to elect a majority of a classified Board will help to ensure the continuity
and stability of our management and policies.




    


     


    


Election
of Directors


 


Our
charter and bylaws provide that the affirmative vote of the holders of a plurality of the outstanding shares of stock entitled
to vote in the election of directors cast at a meeting of stockholders duly called and at which a quorum is present will be required
to elect a director. There is no cumulative voting in the election of directors. Pursuant to our charter, our Board may amend
the bylaws to alter the vote required to elect directors.


 


Number
of Directors; Vacancies; Removal


 


Our
charter provides that the number of directors will be set by the Board in accordance with our bylaws. Our bylaws provide that
a majority of our entire Board may at any time increase or decrease the number of directors. However, unless our bylaws are amended,
the number of directors may never be less than one or more than twelve. Our charter provides that, at such time as we have at
least three independent directors and our common stock is registered under the Exchange Act, we elect to be subject to the provision
of Subtitle 8 of Title 3 of the Maryland General Corporation Law regarding the filling of vacancies on the Board. Accordingly,
at such time, except as may be provided by the Board in setting the terms of any class or series of preferred stock, any and all
vacancies on the Board may be filled only by the affirmative vote of a majority of the remaining directors in office, even if
the remaining directors do not constitute a quorum, and any director elected to fill a vacancy will serve for the remainder of
the full term of the directorship in which the vacancy occurred and until a successor is elected and qualifies, subject to any
applicable requirements of the 1940 Act.   


 


Our
charter provides that a director may be removed only for cause, as defined in our charter, and then only by the affirmative vote
of at least two-thirds of the votes entitled to be cast in the election of directors.


 


Action
by Stockholders


 


Under
the Maryland General Corporation Law, stockholder action can be taken only at an annual or special meeting of stockholders or
by unanimous written consent in lieu of a meeting (unless the charter provides for stockholder action by less than unanimous written
consent, which our charter does not). These provisions, combined with the requirements of our bylaws regarding the calling of
a stockholder-requested special meeting of stockholders discussed below, may have the effect of delaying consideration of a stockholder
proposal until the next annual meeting.


 


Advance
Notice Provisions for Stockholder Nominations and Stockholder Proposals


 


Our
bylaws provide that with respect to an annual meeting of stockholders, nominations of persons for election to the Board and the
proposal of business to be considered by stockholders may be made only (1) pursuant to our notice of the meeting, (2) by the Board
or (3) by a stockholder who is entitled to vote at the meeting and who has complied with the advance notice procedures of our
bylaws. With respect to special meetings of stockholders, only the business specified in our notice of the meeting may be brought
before the meeting. Nominations of persons for election to the Board at a special meeting may be made only (1) pursuant to our
notice of the meeting, (2) by the Board or (3) provided that the Board has determined that directors will be elected at the meeting,
by a stockholder who is entitled to vote at the meeting and who has complied with the advance notice provisions of the bylaws.


 


The
purpose of requiring stockholders to give us advance notice of nominations and other business is to afford our Board a meaningful
opportunity to consider the qualifications of the proposed nominees and the advisability of any other proposed business and, to
the extent deemed necessary or desirable by our Board, to inform stockholders and make recommendations about such qualifications
or business, as well as to provide a more orderly procedure for conducting meetings of stockholders. Although our bylaws do not
give our Board any power to disapprove stockholder nominations for the election of directors or proposals recommending certain
action, they may have the effect of precluding a contest for the election of directors or the consideration of stockholder proposals
if proper procedures are not followed and of discouraging or deterring a third-party from conducting a solicitation of proxies
to elect its own slate of directors or to approve its own proposal without regard to whether consideration of such nominees or
proposals might be harmful or beneficial to us and our stockholders.


 


Calling
of Special Meetings of Stockholders


 


Our
bylaws provide that special meetings of stockholders may be called by our Board and certain of our officers. Additionally, our
bylaws provide that, subject to the satisfaction of certain procedural and informational requirements by the stockholders requesting
the meeting, a special meeting of stockholders will be called by the secretary of the corporation upon the written request of
stockholders entitled to cast not less than a majority of all the votes entitled to be cast at such meeting.


 


Approval
of Extraordinary Corporate Action; Amendment of Charter and Bylaws


 


Under
Maryland law, a Maryland corporation generally cannot dissolve, amend its charter, merge, sell all or substantially all of its
assets, engage in a share exchange or engage in similar transactions outside the ordinary course of business, unless approved
by the affirmative vote of stockholders entitled to cast at least two-thirds of the votes entitled to be cast on the matter. However,
a Maryland corporation may provide in its charter for approval of these matters by a lesser percentage, but not less than a majority
of all of the votes entitled to be cast on the matter. Our charter generally provides for approval of charter amendments and extraordinary
transactions by the stockholders entitled to cast at least a majority of the votes entitled to be cast on the matter. Our charter
also provides that certain charter amendments, any proposal for our conversion, whether by charter amendment, merger or otherwise,
from a closed-end company to an open-end company and any proposal for our liquidation or dissolution requires the approval of
the stockholders entitled to cast at least 80% of the votes entitled to be cast on such matter. However, if such amendment or
proposal is approved by 75% or more of our continuing directors (in addition to approval by our Board), such amendment or proposal
may be approved by a majority of the votes entitled to be cast on such a matter. The “continuing directors” are defined
in our charter as (1) our current directors, (2) those directors whose nomination for election by the stockholders or whose election
by the directors to fill vacancies is approved by a majority of our current directors then on the Board or (3) any successor directors
whose nomination for election by the stockholders or whose election by the directors to fill vacancies is approved by a majority
of continuing directors or the successor continuing directors then in office.   




    


     


    


Our
charter and bylaws provide that the Board will have the exclusive power to adopt, alter, amend or repeal any provision of our
bylaws and to make new bylaws.


 


No
Appraisal Rights


 


Except
with respect to appraisal rights arising in connection with the Maryland Control Share Acquisition Act discussed below, as permitted
by the Maryland General Corporation Law, our charter provides that stockholders will not be entitled to exercise appraisal rights
unless a majority of the Board shall determine such rights apply.


 


Control
Share Acquisitions


 


The
Maryland General Corporation Law provides that control shares of a Maryland corporation acquired in a control share acquisition
have no voting rights except to the extent approved by a vote of two-thirds of the votes entitled to be cast on the matter (the
 “Control Share Acquisition Act”). Shares owned by the acquiror, by officers or by directors who are employees of the
corporation are excluded from shares entitled to vote on the matter. Control shares are voting shares of stock which, if aggregated
with all other shares of stock owned by the acquiror or in respect of which the acquiror is able to exercise or direct the exercise
of voting power (except solely by virtue of a revocable proxy), would entitle the acquiror to exercise voting power in electing
directors within one of the following ranges of voting power:


 


	 	•	one-tenth
    or more but less than one-third;



 

	 	•	one-third
    or more but less than a majority; or



 

	 	•	a
    majority or more of all voting power.


 


The
requisite stockholder approval must be obtained each time an acquiror crosses one of the thresholds of voting power set forth
above. Control shares do not include shares the acquiring person is then entitled to vote as a result of having previously obtained
stockholder approval. A control share acquisition means the acquisition of control shares, subject to certain exceptions.


 


A
person who has made or proposes to make a control share acquisition may compel the board of directors of the corporation to call
a special meeting of stockholders to be held within 50 days of demand to consider the voting rights of the shares. The right to
compel the calling of a special meeting is subject to the satisfaction of certain conditions, including an undertaking to pay
the expenses of the meeting. If no request for a meeting is made, the corporation may itself present the question at any stockholders
meeting.


 


If
voting rights are not approved at the meeting or if the acquiring person does not deliver an acquiring person statement as required
by the statute, then the corporation may redeem for fair value any or all of the control shares, except those for which voting
rights have previously been approved. The right of the corporation to redeem control shares is subject to certain conditions and
limitations, including, as provided in our bylaws compliance with the 1940 Act. Fair value is determined, without regard to the
absence of voting rights for the control shares, as of the date of the last control share acquisition by the acquirer or of any
meeting of stockholders at which the voting rights of the shares are considered and not approved. If voting rights for control
shares are approved at a stockholders meeting and the acquirer becomes entitled to vote a majority of the shares entitled to vote,
all other stockholders may exercise appraisal rights. The fair value of the shares as determined for purposes of appraisal rights
may not be less than the highest price per share paid by the acquirer in the control share acquisition.   


 


The
Control Share Acquisition Act does not apply (a) to shares acquired in a merger, consolidation or share exchange if the corporation
is a party to the transaction or (b) to acquisitions approved or exempted by the charter or bylaws of the corporation. Our bylaws
contain a provision exempting from the Control Share Acquisition Act any and all acquisitions by any person of our shares of stock.
There can be no assurance that such provision will not be amended or eliminated at any time in the future. However, we will amend
our bylaws to be subject to the Control Share Acquisition Act only if our Board determines that it would be in our best interests
to do so, including in light of the Board’s fiduciary obligations, applicable federal and state laws, and the particular
facts and circumstances surrounding the Board’s decision.




    


     


    


Business
Combinations


 


Under
Maryland law, “business combinations” between a corporation and an interested stockholder or an affiliate of an interested
stockholder are prohibited for five years after the most recent date on which the interested stockholder becomes an interested
stockholder (the “Business Combination Act”). These business combinations include a merger, consolidation, share exchange
or, in circumstances specified in the statute, an asset transfer or issuance or reclassification of equity securities. An interested
stockholder is defined as:


 


	 	•	any
    person who beneficially owns 10% or more of the voting power of the corporation’s outstanding voting stock; or



 

	 	•	an
    affiliate or associate of the corporation who, at any time within the two-year period prior to the date in question, was the
    beneficial owner of 10% or more of the voting power of the then outstanding voting stock of the corporation.


 


A
person is not an interested stockholder under this statute if the board of directors approved in advance the transaction by which
the stockholder otherwise would have become an interested stockholder. However, in approving a transaction, the board of directors
may provide that its approval is subject to compliance, at or after the time of approval, with any terms and conditions determined
by the board.


 


After
the five-year prohibition, any business combination between the corporation and an interested stockholder generally must be recommended
by the board of directors of the corporation and approved by the affirmative vote of at least:


 


	 	•	80%
    of the votes entitled to be cast by holders of outstanding shares of voting stock of the corporation; and



 

	 	•	two-thirds
    of the votes entitled to be cast by holders of voting stock of the corporation other than shares held by the interested stockholder
    with whom or with whose affiliate the business combination is to be effected or held by an affiliate or associate of the interested
    stockholder.


 


These
super-majority vote requirements do not apply if the corporation’s common stockholders receive a minimum price, as defined
under Maryland law, for their shares in the form of cash or other consideration in the same form as previously paid by the interested
stockholder for its shares.


 


The
statute permits various exemptions from its provisions, including business combinations that are exempted by the board of directors
before the time that the interested stockholder becomes an interested stockholder. Our Board has adopted a resolution that any
business combination between us and any other person is exempted from the provisions of the Business Combination Act, provided
that the business combination is first approved by the Board, including a majority of the directors who are not interested persons
as defined in the 1940 Act. This resolution may be altered or repealed in whole or in part at any time. However, our Board will
adopt resolutions so as to make us subject to the provisions of the Business Combination Act only if our Board determines that
it would be in our best interests and if the SEC staff does not object to our determination that our being subject to the Business
Combination Act does not conflict with the 1940 Act. If this resolution is repealed, or the Board does not otherwise approve a
business combination, the statute may discourage others from trying to acquire control of us and increase the difficulty of consummating
any offer.   


 


Conflict
with the 1940 Act


 


Our
bylaws provide that, if and to the extent that any provision of the Maryland General Corporation Law, including the Control Share
Acquisition Act (if we amend our bylaws to be subject to such Act) and the Business Combination Act, or any provision of our charter
or bylaws conflicts with any provision of the 1940 Act, the applicable provision of the 1940 Act will control.