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,
2019 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, 2020:



|(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 |  |                                          |  | — |                                                             | 
|                   |  |                       |             |  |                                          |  |   |                                                             | 



Common Stock



All shares of our common stock will 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 which 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 and if the Securities
and Exchange Commission (“SEC”) staff does not object to our determination that our being subject to the Control Share
Acquisition Act does not conflict with the 1940 Act.



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.