Exhibit 4.6


 


Trinity
Capital Inc.

2019 Non-Employee Director Restricted Stock Plan


 


Form
of TRINITY Capital INC.


Restricted
Stock Award


FOR
NON-EMPLOYEE DIRECTORS


 




TRINITY Capital INC. STRONGLY ENCOURAGES YOU TO SEEK THE ADVICE OF YOUR OWN LEGAL AND FINANCIAL ADVISORS WITH RESPECT TO
YOUR AWARD AND ITS TAX CONSEQUENCES. THANK YOU.


 


This Restricted Stock Agreement
(this “Agreement”) between Trinity Capital Inc., a Maryland corporation (the “Company”), and  _____________ (the
“Grantee”), a non-employee director of the Company or one of its subsidiaries, regarding an award (“Award”) of
 ________  shares of Common Stock, as defined in the Trinity Capital Inc. 2019 Non-Employee Director Restricted Stock Plan (the
“Plan”), with such Award being granted to the Grantee on ______, 2021 (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.


 


1. Vesting
of Restricted Stock. 


 


(a) The
restrictions on the shares of Restricted Stock subject to this Award shall lapse and such shares shall vest in full on the earlier of
(i) first anniversary of the Award Date, or (ii) the day immediately prior to the Company’s annual meeting of stockholders that
is immediately following the Award Date (the “Vesting Date”), provided that the Grantee has been in continuous service
from the Award Date through the Vesting Date, provided, further that if the Vesting Date falls on a day that is not a business
day, the Vesting Date shall be the first business day immediately preceding the Vesting Date.  Notwithstanding the foregoing, pursuant
to the terms of the Plan, the Board or its Committee may, in its sole discretion, accelerate the time at which the shares of Restricted
Stock subject to this Award shall vest.


 


(b) Notwithstanding
anything to the contrary herein, upon the Grantee’s termination of service as a result of his or her death or Disability, the restrictions
on the shares of one hundred percent (100%) of the Restricted Stock subject to this Award shall lapse. For purposes of this Section 1(b),
“Disability” shall mean any physical or mental disability or infirmity of the Grantee that prevents the performance of the
Grantee’s duties (notwithstanding the provision of any reasonable accommodation) for a period of (i) one hundred twenty (120)
consecutive days or (ii) one hundred eighty (180) non-consecutive days during any twelve (12) month period, as determined by the
Company.


 




     


     


    

 


(c) Except
as specifically provided herein or in any other written agreement with the Grantee, upon the Grantee’s termination of service all
unvested shares of Restricted Stock as of the termination date shall be forfeited.


 


(d) Fractional
shares shall not vest hereunder, and when any provision hereof may cause a fractional share to vest, any vesting in such fractional share
shall be postponed until such fractional share and other fractional shares equal a vested whole share.


 


2. Escrow
of Shares.


 


(a) During
the period of time between the Award Date and the earlier of the date the Restricted Stock vests or is forfeited (the “Restriction
Period”), the Restricted Stock shall be registered in the name of the Grantee and held in escrow by the Company or in a book-entry
account with the Company’s transfer agent, and the Grantee agrees, upon the Company’s written request, to provide a stock
power endorsed by the Grantee in blank.  Any certificate or book-entry account shall bear a legend or notation as provided by the
Company, conspicuously referring to the terms, conditions and restrictions described in this Agreement.  Upon termination of the
Restriction Period, if the shares of Restricted Stock are held in certificated form, a certificate representing such shares without any
legend referring to the terms, conditions and restrictions described in this Agreement shall be delivered to the Grantee, and if the shares
of Restricted Stock are held in book-entry form, the Company shall instruct the transfer agent to remove any notation referring to the
terms, conditions and restrictions described in this Agreement, in each case, as promptly as is reasonably practicable following such
termination. Fractional shares will not be issued and shares issued will be rounded up to the nearest whole share.


 


(b) Certificates
or book-entry account representing the Shares issued pursuant to the Award will bear all legends or notations required by law or determined
by the Company or its counsel as necessary or advisable to effectuate the provisions of the Plan and this Award.  The Company may
place a “stop transfer” order against the Shares issued pursuant to this Award until all restrictions and conditions set forth
in the Plan and this Agreement and in the legends or notations referred to in this Agreement have been complied with. 


 


(c) The
Grantee hereby (i) appoints the Company as the attorney-in-fact of the Grantee to take such actions as may be necessary or appropriate
to effectuate a transfer of the record ownership of any shares that are unvested and forfeited hereunder, (ii) agrees to deliver to the
Company, as a precondition to the issuance of any certificate or certificates with respect to unvested shares hereunder, one or more stock
powers, endorsed in blank, with respect to such shares, and (iii) agrees to sign such other powers and take such other actions as the
Company may reasonably request to accomplish the transfer or forfeiture of any unvested shares that are forfeited hereunder.


 


3. Code
Section 83(b) Election. The Grantee shall be permitted to make an election under Code Section 83(b), to include an
amount in income in respect of the Award of Restricted Stock in accordance with the requirements of Code Section 83(b).  Grantee
acknowledges that such election must be filed with the Internal Revenue Service within 30 days of the grant of the Award for which such
election is made. Grantee is solely responsible for making such election.


 




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4.  Dividends
and Voting Rights. During the Restricted Period, the Grantee shall have the right to vote or execute proxies with respect to the shares
of Restricted Stock subject to this Award and to receive any cash or stock dividends paid or distributed with respect thereto, unless
and until the Restricted Stock is forfeited.  Cash or stock dividends paid or distributed with respect to outstanding Restricted
Stock shall be fully vested and nonforfeitable upon receipt.  Notwithstanding the foregoing, in the case of a stock split affected
by the Company by means of a stock dividend or any stock dividends affected as part of a recapitalization of the Company or similar event,
any stock dividends distributed with respect to the underlying Restricted Stock shall be subject to the same restrictions provided for
herein with respect to such Restricted Stock, and the dividend shares so paid or distributed shall be deemed Restricted Stock subject
to all terms and conditions herein, provided that the vesting schedule with respect thereto shall be equal installments over the remaining
number of installments applicable to the Restricted Stock with respect to which such shares are paid or distributed.


 


5. Conditions
and Limitations.


 


(a) Except
as provided in this Agreement or the Plan, the shares acquired by the Grantee pursuant to this Award shall not be sold, transferred, pledged,
assigned or otherwise encumbered or disposed and are subject to a substantial risk of forfeiture. The Restricted Stock shall not be transferable
other than by will or by the laws of descent and distribution.


 


(b) The
Restricted Stock covered by this Award is subject to the terms, conditions and definitions of the Plan. To the extent that the terms,
conditions and definitions of this Award are inconsistent with those of the Plan, those of the Plan shall govern. All decisions under,
and interpretations of, such provisions of the Plan by the Board or the Committee, as defined in the Plan, shall be final, binding and
conclusive upon the Grantee and his or her heirs. On and after the commencement of the Committee’s duties under the Plan, all references
to the Board in this Award shall mean and relate to such Committee.


 


(c) The
Company is not obligated to deliver any shares of Common Stock pursuant to the Plan until: (i) the Company is satisfied that all legal
matters in connection with the issuance and delivery of such shares have been addressed and resolved; (ii) if the outstanding shares are,
at the time of delivery, listed on any stock exchange or national market system, the shares to be delivered have been listed or authorized
to be listed on such exchange or system upon official notice of issuance; and (iii) all conditions of the Award have been satisfied or
waived.


 


6. Withholding
Taxes. The Company’s obligation to deliver Shares upon the conditions of this Award having been satisfied shall be subject to
the Grantee’s satisfaction of all applicable federal, state and local income and tax withholding obligations (if any). The Grantee
may satisfy such obligation(s), in whole or in part, by (a) delivering to the Company a check for the amount required to be withheld or
(b) if permitted under the 1940 Act and as the Committee in its sole discretion approves in any specific or general case, having the Company
withhold Shares or delivering to the Company already-owned shares of Common Stock, in either case having a fair market value equal to
the amount required to be withheld, as determined by the Committee.


 




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7. Notices.
All notices or demands given to the Company pursuant to this Award and the Plan shall be in writing and shall be deemed to have been sufficiently
given if delivered by hand or sent by certified or registered mail, postage prepaid, addressed to Trinity Capital Inc., Attn: General
Counsel, at the principal office of the Company.


 


8. No
Employment or Similar Commitment; Tax Treatment; Status as Stockholder. Nothing herein contained shall be deemed to be or constitute
an agreement or commitment by the Company, its parent, or any subsidiary to continue the Grantee in its service. The Company makes no
representation about the tax treatment to the Grantee with respect to receipt or vesting of the Restricted Stock or acquiring, holding
or disposing of the Shares. The Grantee shall have no rights as a stockholder with respect to the Shares subject to the Award until the
lapse of restrictions provided for herein.


 


9. Grantee
Bound by Plan. The Grantee hereby acknowledges that a copy of the Plan as in effect on the date hereof has been made available to
the Grantee and agrees to be bound by all the terms and provisions thereof (as such Plan may be amended from time to time in accordance
with the terms thereof).


 


10. Binding
Effect. Subject to the limitations stated above and in the Plan, this Agreement shall be binding upon and inure to the benefit of
the Grantee and his or her legatees, distributees, and personal representatives and to the successors of the Company.


 


11. General.
For purposes of this Agreement and any determinations to be made by the Board or the Committee, as the case may be, hereunder, the determinations
by the Board or the Committee, as the case may be, shall be binding upon the Grantee and any transferee.


 


* * * * *


 






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IN WITNESS WHEREOF, the Company and the Grantee
have executed this Agreement as of the date written above.


  


	 	 	TRINITY CAPITAL INC.
	 	 	 
	 	 	By:	           
	 	 	Name:	 
	 	 	Title:	 
	Acknowledged and Agreed:	 	 
	 	 	 
	 	 	 
	Grantee Name	 	 


 




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