Exhibit 4.1



DESCRIPTION OF OUR SECURITIES



The following description
summarizes material provisions of the Maryland General Corporation Law (the “MGCL”) and the charter and bylaws of Silver Spike
Investment Corp. (the “Company,” “we,” “our,” or “us”). This summary is not necessarily
complete, and we refer you to the MGCL and our charter and bylaws for a more detailed description of the provisions summarized below.



Capital Stock



Under the terms of our charter,
our authorized stock consists solely of 100,000,000 shares of stock, $0.01 par value per share, all of which are initially designated
as common stock.



As permitted by the MGCL,
our charter provides that a majority of the entire board of directors of the Company (the “Board of Directors”), 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. Our charter also provides that the Board of Directors
may classify or reclassify any unissued shares of stock into one or more classes or series of stock, including preferred stock.



Common Stock



None of our shares of common
stock are subject to further calls or to assessments, sinking fund provisions, obligations or potential liabilities associated with ownership
of the security (not including investment risks).



Our common stock is listed
on the Nasdaq Stock Market under the ticker symbol “SSIC.” No stock has been authorized for issuance under any equity compensation
plans. Under Maryland law, our stockholders generally will not be personally liable for our debts or obligations.



All shares of our common
stock have equal rights as to earnings, assets, dividends and voting 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 of
Directors and declared by us out of assets legally available therefor. Shares of our common stock have no preemptive, exchange, conversion
or redemption rights, generally have no appraisal rights, and are freely transferable, except where their transfer is restricted by federal
and state securities laws or by contract. In the event of a 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 will possess exclusive voting power. There
is no cumulative voting in the election of directors, which means that holders of a majority of the outstanding shares of common stock
can elect all of our directors, and holders of less than a majority of such shares will be unable to elect any director.



Preferred Stock



Our charter authorizes our
Board of Directors 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 stockholders. Under the terms of our charter, our Board of
Directors is authorized to issue preferred stock in one or more classes or series without stockholder approval. Prior to issuance of any
other class or series of stock, the Board of Directors is required by the MGCL and our charter to set the 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 of Directors could authorize the issuance of shares of preferred stock with terms and conditions
that could



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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 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 our common stock is made, the aggregate involuntary liquidation preference of such preferred stock together with the
aggregate involuntary liquidation preference or aggregate value of all other senior securities must not exceed an amount equal to two-thirds
of our gross assets after deducting the amount of such dividend, distribution or purchase price, as the case may be, and (2) the holders
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 distributions 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, if any, would
vote as a separate class from the holders of common stock on a proposal to cease operations as a business development company (“BDC”).
We believe that the availability for issuance of preferred stock will provide us with increased flexibility in structuring future financings
and acquisitions. We do not, however, 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 eliminating 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 and that is 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.



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. Under Maryland law, a Maryland corporation may not
indemnify a director or officer in a suit by the corporation or in its right in which the director or officer was adjudged liable to the
corporation or in a suit in which the director or officer was adjudged liable on the basis that a personal benefit was improperly received.
Nevertheless, a court may order indemnification if it determines that the director or officer is fairly and reasonably entitled to indemnification,
even though the director or officer did not meet the prescribed standard of conduct or was adjudged liable on the basis that personal
benefit was improperly received. However, indemnification for an adverse judgment in a suit by the corporation or in its right, or for
a judgment of liability on the basis that a personal benefit was improperly received, is limited to 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.



Our charter obligates 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 a director or officer and at our request, serves or has served another corporation, partnership,
joint venture, trust, limited liability company, employee benefit plan or other enterprise as a director, officer,



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partner,
trustee, employee, or agent, who is made, or threatened to be made, a party to, or witness in, a proceeding by reason of his or her service
in such 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 status as such, and to pay or reimburse their reasonable expenses in advance of final disposition of a proceeding.
Our bylaws permit us to indemnify and advance expenses to employees and agents who are not officers or directors to the extent permissible
under the MGCL and the 1940 Act and as may be determined by our Board of Directors. 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.



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



Provisions of the MGCL and
of our charter and bylaws could deter takeover attempts and have an adverse impact on the price of our common stock. The MGCL, our charter
and our bylaws contain provisions that may discourage, delay or make more difficult a change in control of us or the removal of our directors.
In addition to the matters described below, we have adopted other measures pursuant to the MGCL, some of which are described above, that
may make it difficult for a third-party to obtain control of us, including provisions of our charter authorizing our Board of Directors
to classify or reclassify shares of our stock in one or more classes or series, to cause the issuance of additional shares of our stock,
and to amend our charter, without stockholder approval, to increase or decrease the number of shares of stock that we have authority to
issue. These provisions, as well as other provisions of our charter and bylaws, may delay, defer or prevent a transaction or a change
in control that might otherwise be in the best interests of our stockholders



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 of Directors. 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 of Directors is
divided into three classes of directors serving staggered three-year terms. At each annual meeting of our stockholders, the successors
to the class of directors whose terms expire at such meeting will be elected to hold office for a term expiring at the annual meeting
of stockholders held in the third year following the year of their election. Each director holds office for the term to which he or she
is elected and until his or her successor is duly elected and qualifies. A classified board of directors 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 of directors will help to ensure the continuity and stability of our management and policies.



Election of Directors



Our charter provides that
the affirmative vote of the holders of a majority of the shares of stock outstanding and entitled to vote in the election of directors
will be required to elect a director, unless our bylaws provide otherwise. Our bylaws provide that the affirmative vote of a plurality
of the votes cast in the election of directors at a meeting of stockholders duly called and at which a quorum is present will be required
to elect a director, unless there is a contested election, in which case a director will be elected only if the director receives a majority
of the votes entitled to be cast for that director. Our Board of Directors has the exclusive right to 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 only by the Board of Directors in accordance with our bylaws. Our bylaws provide that a majority of
our entire Board of Directors 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 nor more than 15. Pursuant to Section 3-802(b) of the



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MGCL, we
have elected in our charter to be subject to Section 3-804(c) of the MGCL regarding the filling of vacancies on the Board of Directors.
Accordingly, except as may be provided by the Board of Directors in setting the terms of any class or series of preferred stock, any
and all vacancies on the Board of Directors 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,
subject to the rights of holders of preferred stock, a director may be removed only for cause, as defined in our charter, and then only
by the affirmative vote of at least 80% of the votes entitled to be cast generally in the election of directors.



Action by Stockholders



Under the MGCL, unless a
corporation’s charter provides otherwise (which our charter does not) stockholder action can be taken only at an annual or special
meeting of stockholders or by unanimous written consent in lieu of a meeting. 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 individuals for election to the Board of Directors and the proposal of other
business to be considered by stockholders may be made only (1) pursuant to our notice of the meeting, (2) by or at the direction of the
Board of Directors or (3) by any stockholder who was a stockholder of record at the record date set by our Board of Directors for the
purpose of determining stockholders entitled to vote at the meeting, at the time of giving notice as provided for in our bylaws and at
the time of the meeting (and any postponement or adjournment thereof), who is entitled to vote at the meeting in the election of each
individual so nominated or on such other business and who has complied with the advance notice procedures of the 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 individuals for election to the Board of Directors at a special meeting may be made only (1) by or at the direction of the Board of
Directors or (2) provided that the special meeting has been properly called for the purpose of electing directors, by any stockholder
who was a stockholder of record at the record date set by our Board of Directors for the purpose of determining stockholders entitled
to vote at the meeting, at the time of giving notice as provided for in our bylaws and at the time of the meeting (and any postponement
or adjournment thereof), who is entitled to vote at the meeting in the election of each individual so nominated 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 of Directors 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 of Directors, 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 of Directors
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 of Directors, the Chairperson of the Board of Directors, 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 our secretary 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.



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Approval of Extraordinary Corporate Action;
Amendment of Charter and Bylaws



Under Maryland law, a Maryland
corporation generally cannot dissolve, amend its charter, merge, convert to another form of entity, 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 if such action is declared advisable by the Board
of Directors.



However, our charter provides
that approval of the following matters requires the affirmative vote of stockholders entitled to cast at least 80% of the votes entitled
to be cast on the matter:



| | a) | amendments to the provisions of our charter relating to our purpose, the classification of our Board of
Directors, the power of our Board of Directors to fix the number of directors and to fill vacancies on our Board of Directors, the vote
required to elect or remove a director, amendments to our charter, extraordinary transactions, and our Board of Directors’ exclusive
power to amend our bylaws;
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | b) | charter amendments that would convert us from a closed-end company to an open-end company or make our
common stock a redeemable security (within the meaning of the 1940 Act);
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | c) | our liquidation or dissolution or any amendment to our charter to effect any such liquidation or dissolution;
| | -- | -------------------------------------------------------------------------------------------------------------



| | d) | any merger, consolidation, conversion, share exchange, or sale or exchange of all or substantially all
of our assets;
| | -- | ---------------------------------------------------------------------------------------------------------------------



| | e) | transaction between us and any person or group of persons acting together that is entitled to exercise
or direct the exercise, or acquire the right to exercise or direct the exercise, directly or indirectly (other than solely by virtue of
a revocable proxy), of one-tenth or more of the voting power in the election of our directors generally, or any person controlling, controlled
by, or under common control with, employed by or acting as an agent of, any such person or member of such group; or
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | f) | issuance or transfer by the Company (in one transaction or a series of transactions in any 12-month period)
of any securities of the Company to any other person in exchange for cash, securities or other property (or a combination thereof) having
an aggregate fair market value (as determined by the Board of Directors) of $1,000,000 or more excluding (i) issuances or transfers of
debt securities of the Company, (ii) sales of any securities of the Company in connection with a public offering, (iii) issuances of any
securities of the Company pursuant to a dividend reinvestment plan and/or cash purchase plan adopted by the Company, (iv) issuances of
any securities of the Company upon the exercise of any stock subscription rights distributed by the Company and (v) portfolio transactions
effected by the Company in the ordinary course of business.
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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However, if such amendment,
proposal, or transaction is approved by at least two-thirds of our continuing directors (in addition to approval by our Board of Directors),
such amendment, proposal, or transactions may be approved by a majority of the votes entitled to be cast on such a matter, except that
any of the proposals or transactions contemplated by paragraphs (d), (e) or (f) above that would not otherwise require stockholder approval
under the MGCL will not require further stockholder approval unless another provision of our charter requires such approval. In either
event, in accordance with the requirements of the 1940 Act, any such amendment, proposal, or transaction that would have the effect of
changing the nature of our business so as to cause us to cease to be, or to withdraw our election as, a BDC would be required to be approved
by a majority of our outstanding voting securities, as defined under the 1940 Act. The “continuing directors” are defined
in our charter as (1) our current directors as named therein, (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 such named directors then on the Board of Directors, 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 successor continuing directors then in office. The holders of any preferred stock outstanding
would have a separate class vote on any conversion to an open-end company.



Our charter and bylaws provide
that the Board of Directors shall have the exclusive power to adopt, alter 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 MGCL, our charter provides
that stockholders will not be entitled to exercise appraisal rights unless the Board of Directors, upon the affirmative vote of a majority
of the entire Board of Directors, shall determine that such rights shall apply.



Control Share Acquisitions



We are subject to Subtitle
7 of Title 3 of the MGCL, the “Maryland Control Share Acquisition Act.” The Maryland Control Share Acquisition Act provides
that control shares of a Maryland corporation acquired in a control share acquisition have no voting rights except to the extent approved
by the affirmative vote of stockholders entitled to cast two-thirds of the votes entitled to be cast on the matter. Shares owned by the
acquirer, 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 acquirer or in respect of which the
acquirer is able to exercise or direct the exercise of voting power (except solely by virtue of a revocable proxy), would entitle the
acquirer 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.
| | - | ---------------------------------------



In general, the requisite
stockholder approval must be obtained each time an acquirer crosses one of the thresholds of voting power set forth above or increases
its ownership within one of the tiers for which stockholder approval was previously obtained. Control shares do not include shares that
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 issued and outstanding 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.



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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, if a meeting of stockholders at which the voting rights of the
shares are considered and not approved is held, as of the date of such meeting. 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 Maryland 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 provide that the Maryland
Control Share Acquisition Act does not apply to shares acquired by Silver Spike Capital, LLC (the “Adviser”) and/or the Adviser’s
affiliates.



Business Combinations



We are subject to Subtitle
6 of Title 3 of the MGCL, the “Maryland Business Combination Act,” subject to any applicable requirements of the 1940 Act.
Pursuant to the Maryland Business Combination Act, certain “business combinations” between a Maryland 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. Such “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 corporation’s board of directors approves in advance the transaction by which the stockholder
otherwise would have become an interested stockholder. However, in approving a transaction, the board 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 corporation’s
board of directors 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 voting
stock 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.



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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 of Directors 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 of Directors, including a majority of the directors who are not “interested persons,” as defined in
the 1940 Act. This resolution, however, may be altered or repealed in whole or in part at any time. If this resolution is repealed, or
the Board of Directors 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 such a transaction.



Subtitle 8 Title 3 of the Maryland General
Corporation Law



We are subject to Subtitle
8 of Title 3 of the MGCL. Subtitle 8 permits Maryland corporations with a class of equity securities registered under the Exchange Act
and at least three independent directors to elect to be subject, by provision in its charter or bylaws or a resolution of its board of
directors, without stockholder approval, and notwithstanding any contrary provision in the charter or bylaws, to any or all of the following
five provisions: a classified board; a two-thirds stockholder vote requirement for removing a director; a requirement that the number
of directors may be fixed only by vote of the directors; a requirement that a vacancy on the board be filled only by the remaining directors
and that directors elected to fill a vacancy will serve for the remainder of the full term of the class of directors in which the vacancy
occurred; and that the request of stockholders entitled to cast at least a majority of all the votes entitled to be cast at the meeting
is required for the calling of a special meeting of stockholders. Through provisions in our charter and bylaws, some unrelated to Subtitle
8, we already include provisions classifying our Board of Directors in three classes serving staggered three-year terms; require the affirmative
vote of the holders of not less than 80% of all of the votes entitled to be cast on the matter for the removal of any director from the
board, which removal is allowed only for cause; vest in the board the exclusive power to fix the number of directorships, subject to limitations
set forth in our charter and bylaws, and fill vacancies for the remainder of the full term of the class of directors in which the vacancy
occurred; and require the written request of stockholders entitled to cast not less than a majority of all votes entitled to be cast at
such meeting to call a stockholder-initiated special meeting.



Forum Selection
Clause



Our bylaws provide that,
unless we consent in writing to the selection of an alternative forum, the sole and exclusive forum for (a) any derivative action
or proceeding brought on our behalf, (b) any Internal Corporate Claim, as such term is defined in the MGCL, (c) any action asserting a
claim of breach of any duty owed by any of our directors, officers, employees or other agents to us or to our stockholders, (d) any
action asserting a claim against us or any of our directors, officers, employees or other agents arising pursuant to any provision of
the MGCL or our charter or bylaws, or (e) any other action asserting a claim against us or any of our directors, officers, employees
or other agents that is governed by the internal affairs doctrine shall be, in each case, the Circuit Court for Baltimore City, Maryland,
or, if that court does not have jurisdiction, the United States District Court for the District of Maryland, Northern Division. Notwithstanding
the foregoing, this provision does not apply to claims arising under the federal securities laws, or any other claim for which the federal
courts have exclusive jurisdiction.



Any investor purchasing or
otherwise acquiring our shares is deemed to have notice of and consented to the exclusive forum selection provision. The provision may
increasecosts for a shareholder to bring a claim and may discourage claims or limit shareholders’ ability
to bring a claim in a judicial forum that they find favorable. It is also possible that a court could rule that the provision is
inapplicable or unenforceable.



Waiver of Corporate
Opportunity Doctrine



Our
charter provides that we, by resolution of our Board of Directors, may renounce any interest or expectancy of ours in (or in being offered
an opportunity to participate in) business opportunities that are presented to us or developed by or presented to one of more of our directors
or officers.



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Conflict with the 1940 Act



Our bylaws provide that,
if and to the extent that any provision of the MGCL, including the Maryland Control Share Acquisition Act and the Maryland Business Combination
Act, or any provision of our charter or bylaws, conflicts with any provision of the 1940 Act, or the rules, regulations, or guidance of
the SEC or its staff thereunder, the applicable provision of the 1940 Act or the rules, regulations, or guidance of the SEC or its staff
thereunder will control.



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