Exhibit 4.1


 


FLAT ROCK CAPITAL CORP.


 


DISTRIBUTION REINVESTMENT PLAN


 


Effective May 1, 2019


 


This DISTRIBUTION REINVESTMENT
PLAN (“Plan”) is adopted by Flat Rock Capital Corp., a Maryland corporation (the “Corporation”),
with respect to distributions declared by its board of directors (the “Board”) on its shares of common
stock, $0.001 par value per share (the “Shares”).


 


1. Each stockholder
of record on or after the date of the Plan’s adoption shall be automatically enrolled in the Plan, unless and until an election
is made to withdraw from the Plan on behalf of a such participating stockholder and except that a stockholder may only participate
in the Plan, and sales to a stockholder under the Plan may only occur, if the Corporation maintains its registration, or an exemption
from registration is available, in the stockholder’s state of residence. Stockholders of record prior to May 1, 2019 (“Pre-Existing
Stockholders”) may elect to participate in the Plan by completing a supplemental subscription document for this purpose.
Stockholders of record on or after May 1, 2019 and Pre-Existing Stockholders that have elected to participate in the Plan are referred
to as “DRIP Stockholders” herein. DRIP Stockholders who do not wish to have the Corporation’s income
dividends or capital gains or other distributions (each a, “Distribution” and collectively, “Distributions”),
net of any applicable U.S. withholding tax, automatically reinvested shall notify DST Systems, Inc., the Corporation’s transfer
agent (the “Plan Administrator”), in writing. Such written notice must be received by the Plan Administrator
no later than 30 days prior to the record date of the Distribution. The Plan Administrator will apply all Distributions declared
and paid in respect of the Shares held by any DRIP Stockholder and designated for inclusion in the Plan, including the Distributions
paid with respect to any full or fractional Shares acquired under the Plan, to the purchase of Shares of the same class for such
DRIP Stockholder directly. A DRIP Stockholder may designate all or a portion of his or her shares for inclusion in the Plan, provided
that the Distributions will be reinvested only with respect to Shares under the Plan.


 


2. Subject to the Board’s
discretion and applicable legal restrictions, the Corporation intends to authorize and declare ordinary cash distributions on a
monthly basis or on such other date or dates as may be fixed from time to time by the Board to stockholders of record as of the
close of business on the record date for the Distribution involved. The Corporation intends to pay such ordinary cash distributions
on a monthly basis.


 


3. The Corporation
shall use newly-issued Shares to implement the Plan. The number of newly-issued Shares to be issued to a DRIP Stockholder shall
be determined by dividing the total dollar amount of the Distribution payable to such DRIP Stockholder by the net asset value per
Share of the applicable class. There will be no commissions or other sales charges on Shares issued to a DRIP Stockholder.


 


4. The Plan Administrator
will set up an account for Shares acquired pursuant to the Plan for each DRIP Stockholder enrolled in the Plan (each a “Participant”).
The Plan Administrator may hold each Participant’s Shares, together with the Shares of other Participants, in non-certificated
form in the Plan Administrator’s name or that of its nominee. If a Participant’s Shares are held by a broker or other
financial intermediary, the Participant may “opt in” to the Plan by notifying its broker or other financial intermediary
of its election.


 


5. The Plan Administrator
will confirm to each Participant each acquisition made pursuant to the Plan as soon as practicable but not later than 10 business
days after the date thereof. Distributions on fractional shares will be credited to each Participant’s account. In the event
of termination of a Participant’s account under the Plan, the Plan Administrator will adjust for any such undivided fractional
interest in cash at the current offering price of the Corporation’s Shares in effect at the time of termination.


 


6. Shares issued pursuant
to the Plan will have the same voting rights as the Shares issued pursuant to the Corporation’s private offering. The Plan
Administrator will forward to each Participant any Corporation-related proxy solicitation materials and each Corporation report
or other communication to DRIP Stockholders, and will vote any Shares held by it under the Plan in accordance with the instructions
set forth on proxies returned by Participants to the Corporation.


 



     


     


    

 


7. In the event that
the Corporation makes available to its DRIP Stockholders rights to purchase additional Shares or other securities, the Shares held
by the Plan Administrator for each Participant under the Plan will be used in calculating the number of rights to be issued to
the Participant.


 


8. The Plan Administrator’s
service fee, if any, and expenses for administering the Plan will be paid for by the Corporation.


 


9. Each Participant
may terminate his, her or its account under the Plan by filling out the transaction request form located at the bottom of the Participant’s
Plan statement and sending it to the Plan Administrator at P.O. Box 219238, Kansas City, Missouri 64121, or by calling the
Plan Administrator at (844) 292-0365. Such termination will be effective immediately if the Participant’s notice is received
by the Plan Administrator at least 2 days prior to any Distribution record date; otherwise, such termination will be effective
only with respect to any subsequent Distribution. The Plan may be terminated by the Corporation upon notice in writing mailed to
each Participant at least 30 days prior to any record date for the payment of any Distribution by the Corporation. Upon any termination,
the Plan Administrator will credit the Participant’s account for the full Shares held for the Participant under the Plan
and a cash adjustment for any fractional share to be delivered to the Participant without charge to the Participant.


 


10. These terms and
conditions may be amended or supplemented by the Corporation at any time but, except when necessary or appropriate to comply with
applicable law or the rules or policies of the U. S. Securities and Exchange Commission or any other regulatory authority, only
by mailing to each Participant appropriate written notice at least 30 days prior to the effective date thereof. The amendment or
supplement shall be deemed to be accepted by each Participant unless, prior to the effective date thereof, the Plan Administrator
receives written notice of the termination of his, her or its account under the Plan. Any such amendment may include an appointment
by the Plan Administrator in its place and stead of a successor agent under these terms and conditions, with full power and authority
to perform all or any of the acts to be performed by the Plan Administrator under these terms and conditions. Upon any such appointment
of any agent for the purpose of receiving Distributions, the Corporation will be authorized to pay to such successor agent, for
each Participant’s account, all Distributions payable on Shares of the Corporation held in the Participant’s name or
under the Plan for retention or application by such successor agent as provided in these terms and conditions.


 


11. The Plan Administrator
will at all times act in good faith and use its best efforts within reasonable limits to ensure its full and timely performance
of all services to be performed by it under the Plan and to comply with applicable law, but assumes no responsibility and shall
not be liable for loss or damage due to errors, unless such error is caused by the Plan Administrator’s negligence, bad faith,
or willful misconduct or that of its employees or agents.


 


12. These terms and
conditions shall be governed by the laws of the State of New York.