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, 2021 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 11, 2022:


 


	
            (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	 	 	 	—	 	 	 	36,565,162	 


 


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.


 






     

     


    

 


 


Dividend Reinvestment Plan


 


We have adopted
a dividend reinvestment plan, pursuant to which stockholders may elect to have their cash dividends and distributions automatically
reinvested in additional Shares, rather than receiving cash dividends and distributions. Stockholders can elect to “opt in”
to the Fund’s dividend reinvestment plan by notifying MC Advisors in writing so that such notice is received by MC Advisors no later
than ten days prior to the record date for a distribution. As a result, if the Board authorizes, and we declare, a cash dividend or other
distribution, then our stockholders who have opted in to our dividend reinvestment plan will have their cash distributions automatically
reinvested in additional Shares rather than receiving the cash dividend or other distribution. Any fractional Share otherwise issuable
to a participant in the dividend reinvestment plan will instead be paid in cash.


 


The number of shares to be issued to a stockholder under the dividend
reinvestment plan will be determined by dividing the total dollar amount of the distribution payable to such stockholder by the net asset
value per Share, as of the last day of our calendar quarter immediately preceding the date such distribution was declared. We intend to
use newly issued Shares to implement the plan.


 


A registered stockholder that wishes to participate in the dividend
reinvestment plan must elect to have his, her, or its dividend reinvested in additional Shares by notifying MC Advisors in writing so
that such notice is received by MC Advisors no later than ten days prior to the record date for distributions to the stockholders.


 


There are no brokerage charges or other charges to stockholders who
participate in the plan.


  


The plan is terminable by us upon notice in writing mailed to each
stockholder of record at least 30 days prior to any record date for the payment of any distribution by us


 


Application for Exemptive Relief to Offer Multiple Classes of our
Common Stock 


 


We have submitted an application to the SEC requesting exemptive relief
that would permit us to offer multiple classes of common stock that may have varying sales loads and asset-based service and/or distribution
fees. To the extent we receive such relief and offer multiple class of shares, we will be subject to additional regulatory requirements
and will incur additional costs related to such additional regulatory requirements. No assurances can be given that we will receive such
requested exemptive relief.