Exhibit 4.2


 


FOURTH SUPPLEMENTAL INDENTURE 


 


between 


 


TRINITY CAPITAL INC.


 


and 


 


U.S. BANK NATIONAL ASSOCIATION, 


 


as Trustee 




 


Dated as of December 15, 2021


 


 






 




FOURTH SUPPLEMENTAL INDENTURE


 


THIS FOURTH SUPPLEMENTAL INDENTURE
(this “Fourth Supplemental Indenture”), dated as of December 15, 2021, is between Trinity Capital Inc., a Maryland corporation
(the “Company”), and U.S. Bank National Association, as trustee (the “Trustee”). All capitalized terms used herein
shall have the meaning set forth in the Base Indenture (as defined below) unless otherwise defined herein.


 


RECITALS OF THE COMPANY


 


The Company and the Trustee
executed and delivered an Indenture, dated as of January 16, 2020 (the “Base Indenture” and, as supplemented by this Fourth
Supplemental Indenture, collectively, the “Indenture”), to provide for the issuance by the Company from time to time of the
Company’s unsecured debentures, notes or other evidences of indebtedness (the “Securities”), to be issued in one or
more series as provided in the Indenture.


 


The Company desires to issue
and sell $75,000,000 aggregate principal amount of the Company’s 4.25% Notes due 2026 (the “Notes”).


 


The Company previously entered
into the First Supplemental Indenture, dated as of January 16, 2020 (the “First Supplemental Indenture”), the Second Supplemental
Indenture, dated as of December 11, 2020 (the “Second Supplemental Indenture”) and the Third Supplemental Indenture, dated
August 24, 2021 (the “Third Supplemental Indenture”), which supplemented the Base Indenture. None of the First Supplemental
Indenture, the Second Supplemental Indenture, or the Third Supplemental Indenture are applicable to the Notes.


 


Sections 9.01(iv) and 9.01(vi)
of the Base Indenture provide that without the consent of Holders of the Securities of any series issued under the Indenture, the Company,
when authorized by or pursuant to a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures
supplemental to the Base Indenture to (i) change or eliminate any of the provisions of the Indenture when there is no Security Outstanding
of any series created prior to the execution of a supplemental indenture that is entitled to the benefit of such provision and (ii) establish
the form or terms of Securities of any series as permitted by Section 2.01 and Section 3.01 of the Base Indenture.


 


The Company desires to establish
the form and terms of the Notes and to modify, alter, supplement and change certain provisions of the Base Indenture for the benefit of
the Holders of the Notes (except as may be provided in a future supplemental indenture to the Indenture (“Future Supplemental Indenture”)).


 




     


     


    

 


The Company has duly authorized
the execution and delivery of this Fourth Supplemental Indenture to provide for the issuance of the Notes and all acts and things necessary
to make this Fourth Supplemental Indenture a valid, binding, and legal obligation of the Company and to constitute a valid agreement of
the Company, in accordance with its terms, have been done and performed.


 


NOW, THEREFORE, THIS INDENTURE WITNESSETH:


 


For and in consideration of
the premises and the purchase of the Notes by the Holders thereof, it is mutually agreed, for the equal and proportionate benefit of all
Holders of the Notes, as follows:


 


ARTICLE
I

TERMS OF THE NOTES


 


Section 1.01 Terms of the
Notes. The following terms relating to the Notes are hereby established:


 


(a) The Notes shall constitute
a series of Securities having the title “4.25% Notes due 2026” and shall be designated as Senior Securities under the Indenture.
The Notes shall bear a CUSIP number of 896442 AH3 and an ISIN number of US896442AH32.


 


(b) The aggregate principal
amount of the Notes that may be initially authenticated and delivered under the Indenture (except for Notes authenticated and delivered
upon registration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 3.04, 3.05, 3.06, 9.06 or 11.07
of the Base Indenture) shall be $75,000,000. Under a Board Resolution, Officers’ Certificate pursuant to Board Resolutions or an
indenture supplement, the Company may from time to time, without the consent of the Holders of Notes, issue additional Notes (in any such
case “Additional Notes”) having the same ranking and the same interest rate, maturity, CUSIP number and other terms as the
Notes (except for the issue date, offering price and, if applicable, the initial interest payment date); provided that such Additional
Notes must either (i) be issued in a “qualified reopening” for U.S. Federal income tax purposes, with no more than a de
minimis amount of original issue discount, or otherwise (ii) be part of the same issue as the Notes for U.S. federal income tax purposes.
Any Additional Notes and the existing Notes will constitute a single series under the Indenture and all references to the relevant Notes
herein shall include the Additional Notes unless the context otherwise requires.


 


(c) The entire Outstanding
principal amount of the Notes shall be payable on December 15, 2026, unless earlier redeemed or repurchased in accordance with the provisions
of this Fourth Supplemental Indenture.


 


(d) The rate at which the
Notes shall bear interest shall be 4.25% per annum (the “Applicable Interest Rate”). The date from which interest shall accrue
on the Notes shall be December 15, 2021, or the most recent Interest Payment Date to which interest has been paid or provided for; the
Interest Payment Dates for the Notes shall be June 15 and December 15 of each year, commencing June 15, 2022 (if an Interest Payment Date
falls on a day that is not a Business Day, then the applicable interest payment will be made on the next succeeding Business Day with
the same force and effect as if made on the scheduled Interest Payment Date and no additional interest will accrue as a result of such
delayed payment); the initial interest period will be the period from and including December 15, 2021 (or the most recent Interest Payment
Date to which interest has been paid or provided for), to, but excluding, the initial Interest Payment Date, and the subsequent interest
periods will be the periods from and including an Interest Payment Date to, but excluding, the next Interest Payment Date or the Stated
Maturity, as the case may be; the interest so payable, and punctually paid or duly provided for, on any Interest Payment Date, will be
paid to the Person in whose name the Note (or one or more predecessor Notes) is registered at the close of business on the Regular Record
Date for such interest, which shall be June 1 and December 1 (whether or not a Business Day), as the case may be, next preceding such
Interest Payment Date. Payment of principal of (and premium, if any) and any such interest on the Notes will be made at the Corporate
Trust Office of the Paying Agent, which shall initially be the Trustee, in such coin or currency of the United States of America as at
the time of payment is legal tender for payment of public and private debts; provided, however, that in the case of Notes that
are not in global form, at the option of the Company, payment of interest may be made by check mailed to the address of the Person entitled
thereto as such address shall appear in the Security Register. Interest on the Notes will be computed on the basis of a 360-day year of
twelve 30-day months. The Trustee will have no obligation to calculate or verify the calculation of the accrued and unpaid interest payable
on the Notes.


 




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(e) The Notes shall be initially
issuable in global form (each such Note, a “Global Note”). The Global Notes and the Trustee’s certificate of authentication
thereon shall be substantially in the form of Exhibit A to this Fourth Supplemental Indenture. Each Global Note shall represent
the Outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate amount of Outstanding
Notes from time to time endorsed thereon and that the aggregate amount of Outstanding Notes represented thereby may from time to time
be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount
of any increase or decrease in the amount of Outstanding Notes represented thereby shall be made by the Trustee or the Security Registrar,
in accordance with Sections 2.03 and 3.05 of the Base Indenture.


 


(f) The depositary for such
Global Notes shall be the Depositary Custodian. The Security Registrar with respect to the Global Notes shall be the Trustee.


 


(g) The Notes shall be defeasible
pursuant to Section 14.02 or Section 14.03 of the Base Indenture. Covenant defeasance contained in Section 14.03 of the Base Indenture
shall apply to the covenants contained in Sections 10.07, 10.08 and 10.09 of the Indenture.


 


(h) The Notes shall be redeemable
pursuant to Section 11.01 of the Base Indenture and as follows:


 


(i) The Notes will
be redeemable, in whole or in part, at any time, or from time to time, at the option of the Company, at a Redemption Price equal to the
greater of the following amounts, plus, in each case, accrued and unpaid interest to, but excluding, the Redemption Date:


 


A. 100% of the principal
amount of the Notes to be redeemed, or


 


B. the sum of the
present values of the remaining scheduled payments of principal and interest (exclusive of accrued and unpaid interest to the Redemption
Date) on the Notes to be redeemed, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve
30-day months) using the applicable Treasury Rate plus 50 basis points;


 


provided, however, that
if the Company redeems any Notes on or after November 15, 2026, the Redemption Price for the Notes will be equal to 100% of the principal
amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date.


 


For purposes of
calculating the Redemption Price in connection with the redemption of the Notes, on any Redemption Date, the following terms have the
meanings set forth below:


 


“Treasury
Rate” means, with respect to any Redemption Date, the rate per annum equal to the semi-annual equivalent yield-to-maturity of
the Comparable Treasury Issue (computed as of the third Business Day immediately preceding the redemption), assuming a price for the Comparable
Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption Date. The
Redemption Price and the Treasury Rate will be determined by the Company. The Trustee shall have no duty to calculate the Redemption Price
or the Treasury Rate nor shall it have any duty to review or verify the Company’s calculations of the Redemption Price and Treasury
Rate.


 


“Comparable
Treasury Issue” means the United States Treasury security selected by the Reference Treasury Dealer as having a maturity comparable
to the remaining term of the Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financing
practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the Notes being redeemed.


 


“Comparable
Treasury Price” means (1) the average of the remaining Reference Treasury Dealer Quotations for the Redemption Date, after excluding
the highest and lowest Reference Treasury Dealer Quotations, or (2) if the Quotation Agent obtains fewer than four such Reference Treasury
Dealer Quotations, the average of all such quotations.


 




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“Quotation
Agent” means a Reference Treasury Dealer selected by the Company.


 


“Reference
Treasury Dealer” means a primary U.S. government securities dealer in the United States selected by Keefe, Bruyette & Woods,
Inc. (a “Primary Treasury Dealer”) or any of its respective affiliates which is a Primary Treasury Dealer, and each of its
respective successors, and any other treasury dealers selected by the Company; provided, however, that if any of the foregoing shall cease
to be a Primary Treasury Dealer, the Company shall select another Primary Treasury Dealer.


 


“Reference
Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined
by the Quotation Agent, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal
amount) quoted in writing to the Quotation Agent by such Reference Treasury Dealer at 3:30 p.m. New York time on the third Business Day
preceding such Redemption Date.


 


All determinations
made by any Reference Treasury Dealer, including the Quotation Agent, with respect to determining the Redemption Price will be final and
binding absent manifest error.


 


(ii) Notice of redemption
shall be given in writing and mailed, first-class postage prepaid or by overnight courier guaranteeing next-day delivery, or sent electronically
in accordance with Applicable Procedures with respect to Notes in global form, to each Holder of the Notes to be redeemed, not less than
30 nor more than 60 days prior to the Redemption Date, at the Holder’s address appearing in the Security Register. All notices of
redemption shall contain the information set forth in Section 11.04 of the Base Indenture. If the Redemption Price is not known at the
time such notice is to be given, the actual Redemption Price, calculated as described in the terms of the Notes, will be set forth in
an Officers’ Certificate of the Company delivered to the Trustee no later than two Business Days prior to the Redemption Date.


 


(iii) Any exercise
of the Company’s option to redeem the Notes will be done in compliance with the Investment Company Act, to the extent applicable.


 


(iv) If the Company
elects to redeem only a portion of the Notes, the particular Notes to be redeemed will be selected by the Trustee on a pro rata
basis to the extent practicable, or, if a pro rata basis is not practicable for any reason, by lot or in such other manner as the
Trustee shall deem fair and appropriate, and in any case in accordance with the applicable procedures of the Depositary and in accordance
with the Investment Company Act as directed by the Company; provided, however, that no such partial redemption shall reduce
the portion of the principal amount of a Note not redeemed to less than $2,000.


 


(v) Unless the Company
defaults in payment of the Redemption Price, on and after the Redemption Date, interest will cease to accrue on the Notes called for redemption
hereunder.


 


(i) The Notes shall not be
subject to any sinking fund pursuant to Section 12.01 of the Base Indenture.


 


(j) The Notes shall be issuable
in denominations of $2,000 and integral multiples of $1,000 in excess thereof.


 


(k) Holders of the Notes will
not have the option to have the Notes repaid prior to the Stated Maturity other than in accordance with Article Thirteen of the Indenture.


 




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ARTICLE
II


DEFINITIONS
AND OTHER PROVISIONS OF GENERAL APPLICATION


 


Section 2.01 Except as may
be provided in a Future Supplemental Indenture, for the benefit of the Holders of the Notes but no other series of Securities under the
Indenture, whether now or hereafter issued and Outstanding, Article One of the Base Indenture shall be amended by adding the following
defined terms to Section 1.01 of the Base Indenture in appropriate alphabetical sequence, as follows:


 


“Below Investment
Grade Rating Event” means the Notes are downgraded below Investment Grade by all three Rating Agencies on any date from the
date of the public notice of an arrangement that results in a Change of Control until the end of the 60-day period following public notice
of the occurrence of a Change of Control (which period shall be extended so long as the rating of the Notes is under publicly announced
consideration for possible downgrade by any of the Rating Agencies); provided that a Below Investment Grade Rating Event otherwise
arising by virtue of a particular reduction in rating shall not be deemed to have occurred in respect of a particular Change of Control
(and thus shall not be deemed a Below Investment Grade Rating Event for purposes of the definition of Change of Control Repurchase Event
hereunder) if the Rating Agencies making the reduction in rating to which this definition would otherwise apply do not announce or publicly
confirm or inform the Company in writing that the reduction was the result, in whole or in part, of any event or circumstance comprised
of or arising as a result of, or in respect of, the applicable Change of Control (whether or not the applicable Change of Control shall
have occurred at the time of the Below Investment Grade Rating Event).


 


“Change of Control”
means the occurrence of any of the following:


 


(1) the direct or
indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation) in one or a series of related
transactions, of all or substantially all of the assets of the Company and its Controlled Subsidiaries taken as a whole to any “person”
or “group” (as those terms are used in Section 13(d)(3) of the Exchange Act), other than to any Permitted Holders; provided
that, for the avoidance of doubt, a pledge of assets pursuant to any secured debt instrument of the Company or its Controlled Subsidiaries
shall not be deemed to be any such sale, lease, transfer, conveyance or disposition;


 


(2) the consummation
of any transaction (including, without limitation, any merger or consolidation) the result of which is that any “person” or
“group” (as those terms are used in Section 13(d)(3) of the Exchange Act) (other than any Permitted Holders) becomes the “beneficial
owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the outstanding
Voting Stock of the Company, measured by voting power rather than number of shares; or


 


(3) the approval
by the Company’s stockholders of any plan or proposal relating to the liquidation or dissolution of the Company.


 


“Change of Control
Repurchase Event” means the occurrence of a Change of Control and a Below Investment Grade Rating Event.


 


“Controlled Subsidiary”
means any Subsidiary of the Company, 50% or more of the outstanding equity interests of which are owned by the Company and its direct
or indirect Subsidiaries and of which the Company possesses, directly or indirectly, the power to direct or cause the direction of the
management or policies, whether through the ownership of voting equity interests, by agreement or otherwise.


 


“Depositary”
means, with respect to each Note in global form, The Depository Trust Company, until a successor shall have been appointed and becomes
such person, and thereafter, Depositary shall mean or include such successor.


 


“Egan Jones” means
Egan-Jones Rating Company.


 




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“Investment
Grade” means a rating of BBB- or better by Egan Jones (or its equivalent under any successor rating categories of Egan Jones),
(or, in each case, if such Rating Agency ceases to rate the Notes for reasons outside of the Company’s control, the equivalent
investment grade credit rating from any Rating Agency selected by the Company as a replacement Rating Agency).


 


“Permitted
Holders” means (i) the Company, (ii) one or more of the Company’s Controlled Subsidiaries.



 


“Rating Agency”
means (1) Egan Jones; and (2) if Egan Jones ceases to rate the Notes or fails to make a rating of the Notes publicly available for reasons
outside of the Company’s control, a “nationally recognized statistical rating organization” as defined in Section 3(a)(62)
of the Exchange Act selected by the Company as a replacement agency for Egan Jones.


 


“Significant Subsidiary”
means any Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X under the
Exchange Act, as such regulation is in effect on the original date of this Indenture (but excluding any Subsidiary which is (a) a non-recourse
or limited recourse Subsidiary, (b) a bankruptcy remote special purpose vehicle or (c) is not consolidated with the Company for purposes
of GAAP).


 


“Voting Stock”
as applied to stock of any Person, means shares, interests, participations or other equivalents in the equity interest (however designated)
in such Person having ordinary voting power for the election of a majority of the directors (or the equivalent) of such Person, other
than shares, interests, participations or other equivalents having such power only by reason of the occurrence of a contingency.


 


ARTICLE
III 


REMEDIES


 


Section 3.01 Except as may
be provided in a Future Supplemental Indenture, for the benefit of the Holders of the Notes but no other series of Securities under the
Indenture, whether now or hereafter issued and Outstanding, Section 5.01 of the Base Indenture shall be amended by replacing clause (ii)
thereof with the following:


 


“(ii) default
in the payment of the principal of (or premium, if any, on) any Note when it becomes due and payable at its Maturity, including upon any
Redemption Date or required repurchase date; or”


 


Section 3.02 Except as may
be provided in a Future Supplemental Indenture, for the benefit of the Holders of the Notes but no other series of Securities under the
Indenture, whether now or hereafter issued and Outstanding, Section 5.01 of the Base Indenture shall be amended by adding the following
language as clause (ix):


 


“(ix): default
by the Company or any of its Significant Subsidiaries, after giving effect to any applicable grace periods and any applicable extensions,
with respect to any mortgage, agreement or other instrument under which there may be outstanding, or by which there may be secured or
evidenced, any indebtedness for money borrowed in excess of $10 million in the aggregate of the Company and/or any such Significant Subsidiary,
whether such indebtedness now exists or shall hereafter be created (i) resulting in such indebtedness becoming or being declared due and
payable or (ii) constituting a failure to pay the principal or interest of any such debt when due and payable at its stated maturity,
upon required repurchase, upon declaration of acceleration or otherwise, unless, in either case, such indebtedness is discharged, or such
acceleration is rescinded, stayed or annulled, within a period of 30 calendar days after written notice of such failure is given to the
Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in aggregate principal amount of the Notes then
Outstanding.”


 


Section 3.03 Except as may
be provided in in a Future Supplemental Indenture, for the benefit of the Holders of the Notes but no other series of Securities under
the Indenture, whether now or hereafter issued and Outstanding, Section 5.02 of the Base Indenture shall be amended by replacing the first
paragraph of Section 5.02 with the following:





 




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“If an Event of Default with respect
to the Notes occurs and is continuing, then and in every such case (other than an Event of Default specified in Section 5.01(v) or 5.01(vi)),
the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Notes may declare the principal of all the Outstanding
Notes to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by the Holders), and upon
any such declaration such principal shall become immediately due and payable; provided that 100% of the principal of, and accrued
and unpaid interest on, the Notes will automatically become due and payable in the case of an Event of Default specified in Section 5.01(v)
or 5.01(vi) hereof.”


 


ARTICLE
IV 


COVENANTS


 


Section 4.01 Except as may
be provided in a Future Supplemental Indenture, for the benefit of the Holders of the Notes but no other series of Securities under the
Indenture, whether now or hereafter issued and Outstanding, Article Ten of the Base Indenture shall be amended by adding the following
new Sections 10.07, 10.08 and 10.09 thereto, each as set forth below:


 


“Section 10.07 Section
18(a)(1)(A) of the Investment Company Act.


 


The Company hereby agrees
that for the period of time during which Notes are Outstanding, the Company will not violate, whether or not it is subject to, Section
18(a)(1)(A) as modified by Section 61(a) of the Investment Company Act or any successor provisions thereto of the Investment Company Act,
giving effect to any exemptive relief granted to the Company by the Commission.”


 


“Section 10.08 Section 18(a)(1)(B) of
the Investment Company Act.


 


The
Company hereby agrees that for the period of time during which Notes are outstanding, the Company shall not violate Section 18(a)(1)(B) as
modified by Section 61(a)(1) of the Investment Company Act, as may be applicable to the Company from time to time, or any successor
provisions thereto, whether or not the Company is subject to such provisions of the Investment Company Act, and after giving effect to
any exemptive relief granted to the Company by the Commission, except that the Company may declare a cash dividend or distribution, notwithstanding
the prohibition contained in Section 18(a)(1)(B) as modified by Section 61(a)(1) of the Investment Company Act, as
may be applicable to the Company from time to time, or any successor provisions thereto, but only up to such amount as is necessary in
order for the Company to maintain its status as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986;
provided, however, that the prohibition in this Section 10.08 shall not apply unless and until such time as the Company’s asset
coverage has been below the minimum asset coverage required pursuant to Section 18(a)(1)(B) as modified by Section 61(a)(1) of
the Investment Company Act, as may be applicable to the Company from time to time, or any successor provisions thereto (after giving effect
to any exemptive relief granted to the Company by the Commission) for more than six (6) consecutive months. Notwithstanding Section 18(g) of
the Investment Company Act regarding the use of the term “senior security” in Section 18(a)(1)(B) of the Investment
Company Act, for the purposes of determining “asset coverage” as used in this Section 10.08, any and all indebtedness
of the Company, including any promissory note or other evidence of indebtedness issued in consideration of any loan, extension, or renewal
thereof, made by a bank or other person and privately arranged, and not intended to be publicly distributed, shall be deemed a “senior
security” of the Company.”


 


“Section 10.09 Commission
Reports and Reports to Holders.


 


If, at any time, the Company
is not subject to the reporting requirements of Sections 13 or 15(d) of the Exchange Act to file any periodic reports with the Commission,
the Company agrees to furnish to the Holders of Notes and the Trustee for the period of time during which the Notes are Outstanding: (i)
within 90 days after the end of the each fiscal year of the Company, audited annual consolidated financial statements of the Company and
(ii) within 45 days after the end of each fiscal quarter of the Company (other than the Company’s fourth fiscal quarter), unaudited
interim consolidated financial statements of the Company. All such financial statements shall be prepared, in all material respects, in
accordance with GAAP, as applicable.





 




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Delivery of such reports,
information, and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute
constructive notice of any information contained therein or determinable from information contained therein, including the Company’s
compliance with any of its covenants hereunder (as to which the Trustee is entitled to conclusively rely exclusively on Officers’
Certificates).”


 


ARTICLE
V

THE TRUSTEE


 


Section 5.01 Neither the Trustee
nor any Paying Agent shall be responsible for determining whether any Change of Control or Below Investment Grade Rating Event has occurred
and whether any Change of Control offer with respect to the Notes is required.


 


ARTICLE
VI

OFFER TO REPURCHASE UPON A CHANGE OF CONTROL REPURCHASE EVENT


 


Section 6.01 Except as may
be provided in a Future Supplemental Indenture, for the benefit of the Holders of the Notes but no other series of Securities under the
Indenture, whether now or hereafter issued and Outstanding, Article Thirteen of the Base Indenture shall be amended by replacing Sections
13.01 to 13.05 thereto with the following:


 


“Section 13.01 Change
of Control.


 


If a Change of Control Repurchase
Event occurs, unless the Company shall have exercised its right to redeem the Notes in full, the Company shall make an offer to each Holder
of the Notes to repurchase all or any part (in minimum denominations of $2,000 and integral multiples of $1,000 principal amount thereabove)
of that Holder’s Notes at a repurchase price in cash equal to 100% of the aggregate principal amount of Notes repurchased plus any
accrued and unpaid interest on the Notes repurchased to the date of purchase. Within 30 days following any Change of Control Repurchase
Event or, at the Company’s option, prior to any Change of Control, but after the public announcement of the Change of Control, the
Company will send a notice to each Holder and the Trustee describing the transaction or transactions that constitute or may constitute
the Change of Control Repurchase Event and offering to repurchase Notes on the payment date specified in the notice, which date will be
no earlier than 30 days and no later than 60 days from the date such notice is sent. The notice shall, if sent prior to the date of consummation
of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Repurchase Event occurring on or prior
to the payment date specified in the notice. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any
other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase
of the Notes as a result of a Change of Control Repurchase Event.


 


To the extent that the provisions
of any securities laws or regulations conflict with this Section 13.01, the Company shall comply with the applicable securities laws and
regulations and shall not be deemed to have breached its obligations under this Section 13.01 by virtue of such conflict.


 


On the Change of Control Repurchase
Event payment date, subject to extension if necessary to comply with the provisions of the Investment Company Act, the Company shall,
to the extent lawful:


 


(1) accept for payment
all Notes or portions of Notes properly tendered pursuant to its offer;


 


(2) deposit with
the Paying Agent an amount equal to the aggregate purchase price in respect of all Notes or portions of Notes properly tendered; and


 


(3) deliver or cause
to be delivered to the Trustee the Notes properly accepted, together with an Officers’ Certificate stating the aggregate principal
amount of Notes being purchased by the Company.


 


The Paying Agent will promptly
remit to each Holder of Notes properly tendered the purchase price for the Notes, and the Trustee will promptly authenticate upon receipt
of a Company Order and mail (or cause to be transferred by book-entry) to each Holder a new Note equal in principal amount to any unpurchased
portion of any Notes surrendered; provided that each new Note will be in a minimum principal amount of $2,000 or an integral multiple
of $1,000 in excess thereof.


 




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If any Repayment Date upon
a Change of Control Repurchase Event falls on a day that is not a Business Day, then the required payment will be made on the next succeeding
Business Day and no additional interest will accrue as a result of such delayed payment.


 


The Company will not be required
to make an offer to repurchase the Notes upon a Change of Control Repurchase Event if a third party makes an offer in respect of the Notes
in the manner, at the time and otherwise in compliance with the requirements for an offer made by the Company and such third party purchases
all Notes properly tendered and not withdrawn under its offer.”


 


ARTICLE
VII

MISCELLANEOUS


 


Section 7.01 This Fourth Supplemental
Indenture and the Notes shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles
of conflicts of laws that would cause the application of laws of another jurisdiction. This Fourth Supplemental Indenture is subject to
the provisions of the Trust Indenture Act that are required to be part of the Indenture and shall, to the extent applicable, be governed
by such provisions. If any provision of the Indenture limits, qualifies or conflicts with the duties imposed by Section 318(c) of the
Trust Indenture Act, the imposed duties will control.


 


Section 7.02 In case any provision
in this Fourth Supplemental Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability
of the remaining provisions shall not in any way be affected or impaired thereby.


 


Section 7.03 This Fourth Supplemental
Indenture may be executed in any number of counterparts, each of which will be an original, but such counterparts will together constitute
but one and the same Fourth Supplemental Indenture. The exchange of copies of this Fourth Supplemental Indenture and of signature pages
by facsimile, .pdf transmission, email or other electronic means shall constitute effective execution and delivery of this Fourth Supplemental
Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile, .pdf transmission, email or other electronic means
shall be deemed to be their original signatures for all purposes. For the avoidance of doubt, all notices, approvals, consents, requests
and any communications hereunder or with respect to this Fourth Supplemental Indenture and the Notes must be in writing (provided that
any communication sent to Trustee hereunder must be in the form of a document that is signed manually or by way of a digital signature
provided by DocuSign or Adobe (or such other digital signature provider as specified in writing to Trustee by the authorized representative),
in English.  The Company agrees to assume all risks arising out of the use of using digital signatures and electronic methods to
submit communications to Trustee, including without limitation the risk of Trustee acting on unauthorized instructions, and the risk of
interception and misuse by third parties.


 


Section 7.04 The Base Indenture,
as supplemented and amended by this Fourth Supplemental Indenture, is in all respects ratified and confirmed, and the Base Indenture and
this Fourth Supplemental Indenture shall be read, taken and construed as one and the same instrument with respect to the Notes. All provisions
included in this Fourth Supplemental Indenture supersede any conflicting provisions included in the Base Indenture with respect to the
Notes, unless not permitted by law. The Trustee accepts the trusts created by the Indenture, as supplemented by this Fourth Supplemental
Indenture, and agrees to perform the same upon the terms and conditions of the Indenture, as supplemented by this Fourth Supplemental
Indenture. All of the provisions contained in the Base Indenture in respect of the rights, privileges, immunities, indemnities, powers,
and duties of the Trustee shall be applicable in respect of this Fourth Supplemental Indenture as fully and with like force and effect
as though fully set forth in full herein.


 


Section 7.05 The provisions
of this Fourth Supplemental Indenture shall become effective as of the date hereof.


 


Section 7.06 Notwithstanding
anything else to the contrary herein, the terms and provisions of this Fourth Supplemental Indenture shall apply only to the Notes and
shall not apply to any other series of Securities under the Indenture and this Fourth Supplemental Indenture shall not and does not otherwise
affect, modify, alter, supplement or change the terms and provisions of any other series of Securities under the Indenture, whether now
or hereafter issued and Outstanding.


 


Section 7.07 The recitals
contained herein and in the Notes shall be taken as the statements of the Company, and the Trustee assumes no responsibility for their
correctness. The Trustee makes no representations as to and shall not be responsible for the validity or sufficiency of this Fourth Supplemental
Indenture, the Notes or any Additional Notes, except that the Trustee represents that it is duly authorized to execute and deliver this
Fourth Supplemental Indenture, authenticate the Notes and any Additional Notes and perform its obligations hereunder. The Trustee shall
not be accountable for the use or application by the Company of the Notes or any Additional Notes or the proceeds thereof.


 


[Signature Page Follows]


 




    9


     


    

 


IN WITNESS WHEREOF, the parties
hereto have caused this Fourth Supplemental Indenture to be duly executed as of the date first above written.


 


	 	TRINITY CAPITAL INC.
	 	 	 
	 	/s/ Steven L. Brown
	 	Name: 	Steven L. Brown
	 	Title:	Chief Executive Officer
	 	 	 
	 	U.S. BANK NATIONAL ASSOCIATION, as Trustee
	 	 	 
	 	/s/ Stacy L. Mitchell
	 	Name:	Stacy L. Mitchell
	 	Title:	Vice President


 


[Signature Page to Fourth Supplemental Indenture]


 




     


     


    

 


Exhibit A – Form of Global Note


 


THIS SECURITY IS A GLOBAL
NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY OR A NOMINEE
THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR
IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN THE DEPOSITORY TRUST COMPANY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE.


 


Unless this certificate
is presented by an authorized representative of The Depository Trust Company to the issuer or its agent for registration of transfer,
exchange or payment and such certificate issued in exchange for this certificate is registered in the name of Cede & Co., or such
other name as requested by an authorized representative of The Depository Trust Company, any transfer, pledge or other use hereof for
value or otherwise by or to any person is wrongful, as the registered owner hereof, Cede & Co., has an interest herein. 


 


Trinity Capital Inc. 


 


	No. 	 	Initially $ 
	 	 	 
	 	 	CUSIP No. 896442 AH3 
	 	 	 
	 	 	ISIN No. US896442AH32
	 	 	 


4.25% Notes due 2026


 


Trinity Capital Inc., a corporation
duly organized and existing under the laws of Maryland (herein called the “Company”, which term includes any successor Person
under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, the
principal sum of [__] dollars (U.S. $[__]), or such other principal sum as shall be set forth in the Schedule of Increases or Decreases
attached hereto, on December 15, 2026, and to pay interest thereon from December 15, 2021 or from the most recent Interest Payment Date
to which interest has been paid or duly provided for, semi-annually on June 15 and December 15 in each year, commencing June 15, 2022,
at the rate of 4.25% per annum, until the principal hereof is paid or made available for payment. The interest so payable, and punctually
paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this
Security is registered at the close of business on the Regular Record Date for such interest, which shall be June 1 and December 1 (whether
or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly
provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose
name this Security is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed
by the Company, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record
Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the
Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said
Indenture. This Security may be issued as part of a series.


 


Payment of the principal of
(and premium, if any) and any such interest on this Security will be made at the Corporate Trust Office of the Paying Agent, which shall
initially be the Trustee, in such coin or currency of the United States of America as at the time of payment is legal tender for payment
of public and private debts; provided, however, that at the option of the Company payment of interest may be made by check
mailed to the address of the Person entitled thereto as such address shall appear in the Security Register; provided, further,
however, that so long as this Security is registered to Cede & Co., such payment will be made by wire transfer in accordance
with the procedures established by the Depository Trust Company and the Trustee.


 


Reference is hereby made to
the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same
effect as if set forth at this place.


 


Unless the certificate of
authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not
be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.


 




     


     


    

 


IN WITNESS WHEREOF, the Company has caused this
instrument to be duly executed.


 


	Dated:	 	 	 
	 	TRINITY CAPITAL INC.
	 	 	 	 
	 	By:	 
	 	 	Name: 	Steven L. Brown
	 	 	Title:	Chief Executive Officer


 


	Attest: 	 	 	 
	 	 	 
	 	Name: 	Sarah Stanton	 
	 	Title:	Secretary	 


 




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This is one of the Securities
of the series designated therein referred to in the within-mentioned Indenture.


 


	Dated:	 	 
	 	U.S. BANK NATIONAL ASSOCIATION, as Trustee
	 	 	 
	 	By:	 
	 	 	Authorized Signatory


 




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[BACK OF NOTE]


 


Trinity Capital Inc.


 


4.25% Notes due 2026


 


This Security is one of a
duly authorized issue of securities of the Company (herein called the “Securities”), issued and to be issued in one or more
series under an Indenture, dated as of January 16, 2020 (herein called the “Base Indenture”, which term shall have the meaning
assigned to it in such instrument), between the Company and U.S. Bank National Association, as Trustee (herein called the “Trustee”,
which term includes any successor trustee under the Base Indenture), and reference is hereby made to the Base Indenture for a statement
of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee, and the Holders of the
Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered, as supplemented by the Fourth Supplemental
Indenture, relating to the Securities, dated as of December 15, 2021, by and between the Company and the Trustee (herein called the “Fourth
Supplemental Indenture”; and together with the Base Indenture, the “Indenture”). In the event of any conflict between
the Base Indenture and the Fourth Supplemental Indenture, the Fourth Supplemental Indenture shall govern and control.


 


This Security is one of the
series designated on the face hereof, initially limited in aggregate principal amount to $75,000,000. Under a Board Resolution, Officers’
Certificate pursuant to Board Resolutions or an indenture supplement, the Company may from time to time, without the consent of the Holders
of Securities, issue additional Securities of this series (in any such case “Additional Securities”) having the same ranking
and the same interest rate, maturity, CUSIP number and other terms as the Securities, provided that such Additional Securities
must either (i) be issued in a “qualified reopening” for U.S. Federal income tax purposes, with no more than a de minimis
amount of original issue discount, or otherwise (ii) be part of the same issue as the Securities for U.S. federal income tax purposes.
Any Additional Securities and the existing Securities will constitute a single series under the Indenture and all references to the relevant
Securities herein shall include the Additional Securities unless the context otherwise requires. The aggregate amount of Outstanding Securities
represented hereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions.


 


The Securities of this series
are subject to redemption in whole or in part at any time or from time to time, at the option of the Company, at a Redemption Price equal
to the greater of the following amounts, plus, in each case, accrued and unpaid interest to, but excluding, the Redemption Date:


 


		(a)	100% of the principal amount of the Securities to be redeemed,
or


 


		(b)	the sum of the present values of the remaining scheduled payments
of principal and interest (exclusive of accrued and unpaid interest to the Redemption Date) on the Securities to be redeemed, discounted
to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using the applicable Treasury
Rate plus 50 basis points; provided, however, that if the Company redeems any Securities on or after November 15, 2026,
the Redemption Price for the Securities will be equal to 100% of the principal amount of the Securities to be redeemed, plus accrued
and unpaid interest, if any, to, but excluding, the Redemption Date.


 


For purposes of calculating
the Redemption Price in connection with the redemption of the Securities, on any Redemption Date, the following terms have the meanings
set forth below:


 


“Treasury Rate”
means, with respect to any Redemption Date, the rate per annum equal to the semi-annual equivalent yield-to-maturity of the Comparable
Treasury Issue (computed as of the third Business Day immediately preceding the redemption), assuming a price for the Comparable Treasury
Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption Date. The Redemption
Price and the Treasury Rate will be determined by the Company. The Trustee shall have no duty to calculate the Redemption Price or the
Treasury Rate nor shall it have any duty to review or verify the Company’s calculations of the Redemption Price and Treasury Rate.


 




    A-4


     


    

 


“Comparable Treasury
Issue” means the United States Treasury security selected by the Reference Treasury Dealer as having a maturity comparable to the
remaining term of the Securities to be redeemed that would be utilized, at the time of selection and in accordance with customary financing
practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the Securities being redeemed.


 


“Comparable Treasury
Price” means (1) the average of the remaining Reference Treasury Dealer Quotations for the Redemption Date, after excluding the
highest and lowest Reference Treasury Dealer Quotations, or (2) if the Quotation Agent obtains fewer than four such Reference Treasury
Dealer Quotations, the average of all such quotations.


 


“Quotation Agent”
means a Reference Treasury Dealer selected by the Company.


 


“Reference Treasury
Dealer” means a primary U.S. government securities dealer in the United States selected by Keefe, Bruyette & Woods, Inc. (a
“Primary Treasury Dealer”) or any of its respective affiliates which is a Primary Treasury Dealer, and each of its respective
successors, and any other treasury dealers selected by the Company; provided, however, that if any of the foregoing shall cease to be
a Primary Treasury Dealer, the Company shall select another Primary Treasury Dealer.


 


“Reference Treasury
Dealer Quotations” means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined by
the Quotation Agent, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal
amount) quoted in writing to the Quotation Agent by such Reference Treasury Dealer at 3:30 p.m. New York time on the third Business Day
preceding such Redemption Date.


 


All determinations made by
any Reference Treasury Dealer, including the Quotation Agent, with respect to determining the Redemption Price will be final and binding
absent manifest error.


 


Notice of redemption shall
be given in writing and mailed, first-class postage prepaid or by overnight courier guaranteeing next-day delivery, or sent electronically
in accordance with Applicable Procedures with respect to Notes in global form, to each Holder of the Securities to be redeemed, not less
than 30 nor more than 60 days prior to the Redemption Date, at the Holder’s address appearing in the Security Register. All notices
of redemption shall contain the information set forth in Section 11.04 of the Base Indenture.


 


Any exercise of the Company’s
option to redeem the Securities will be done in compliance with the Investment Company Act, to the extent applicable.


 


If the Company elects to redeem
only a portion of the Securities, the particular Securities to be redeemed will be selected by the Trustee in accordance with the applicable
procedures of the Depositary and in accordance with the Investment Company Act. In the event of redemption of this Security in part only,
a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder
hereof upon the cancellation hereof; provided, however, that no such partial redemption shall reduce the portion of the
principal amount of a Security not redeemed to less than $2,000.


 


Unless the Company defaults
in payment of the Redemption Price, on and after the Redemption Date, interest will cease to accrue on the Securities called for redemption.


 


Holders will have the right
to require the Company to repurchase their Securities upon the occurrence of a Change of Control Repurchase Event as set forth in the
Indenture.


 


The Indenture contains provisions
for defeasance at any time of the entire indebtedness of this Security or certain restrictive covenants and Events of Default with respect
to this Security, in each case upon compliance with certain conditions set forth in the Indenture.


 




    A-5


     


    

 


If an Event of Default with
respect to Securities of this series shall occur and be continuing (other than Events of Default related to certain events of bankruptcy,
insolvency or reorganization as set forth in the Indenture), the principal of the Securities of this series may be declared due and payable
in the manner and with the effect provided in the Indenture. In the case of certain events of bankruptcy, insolvency or reorganization
described in the Indenture, 100% of the principal of and accrued and unpaid interest on the Securities will automatically become due and
payable.


 


The Indenture permits, with
certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the
rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with
the consent of the Holders of not less than a majority in principal amount of the Securities at the time Outstanding of each series to
be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities
of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company
with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver
by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any
Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent
or waiver is made upon this Security.


 


As provided in and subject
to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the
Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously
given the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of not less
than 25% in principal amount of the Securities of this series at the time Outstanding shall have made written request to the Trustee to
institute proceedings in respect of such Event of Default as Trustee and offered the Trustee indemnity and/or security satisfactory to
it against the costs, expenses and liabilities to be incurred in compliance with such request, and the Trustee shall not have received
from the Holders of a majority in principal amount of Securities of this series at the time Outstanding a direction inconsistent with
such request, and shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity
and/or security. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment
of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein.


 


No reference herein to the
Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute
and unconditional, to pay the principal of and any premium and interest on this Security at the times, place and rate, and in the coin
or currency, herein prescribed.


 


As provided in the Indenture
and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender
of this Security for registration of transfer at the office or agency of the Company in any place where the principal of and any premium
and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to
the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one
or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will
be issued to the designated transferee or transferees.


 


The Securities of this series
are issuable only in registered form without coupons in denominations of $2,000 and any integral multiples of $1,000 in excess thereof.
As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like
aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the
Holder surrendering the same.


 


No service charge shall be
made for any such registration of transfer or exchange, but the Company or Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.


 


Prior to due presentment of
this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person
in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the
Company, the Trustee nor any such agent shall be affected by notice to the contrary.


 


All terms used in this Security
which are defined in the Indenture shall have the meanings assigned to them in the Indenture.


 


To the extent any provision
of this Security conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling.


 


The Indenture and this Security
shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflicts of
laws.


 




    A-6


     


    

 


Assignment
Form 


 


To assign this Note, fill in the form below:


 


	(I) or (we) assign and transfer this Note to: 	 
	 	(Insert Assignee’s Legal Name)


(Insert assignee’s soc. sec. or tax I.D.
no.)


(Print or type assignee’s name, address and
zip code)


	
     

    and irrevocably appoint
	 


to transfer this Note on the books of the Company. The agent may substitute
another to act for him.


	Date:	 	 


 


	Your Signature: 	 
	 	(Sign exactly as your name appears on the face of this Note)


 


	Signature Guarantee*:	 	 


 


	*	Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). 


 




    A-7


     


    

 


OPTION OF HOLDER TO ELECT PURCHASE


 


If you want to elect to
have this Note purchased by the Company pursuant to Section 13.01 of the Indenture, check the box below:


 


☐ Section
13.01


 


If you want to elect to
have only part of the Note purchased by the Company pursuant to Section 13.01 of the Indenture, state the amount you elect to have purchased:


 


	$	 	 


 


	Date:	 	 


 


	
     

    Your Signature:
	 
	 	(Sign exactly as your name appears on the face of this Note)


 


	
     

    Tax Identification No.:
	 


 


	Signature Guarantee*:	 	 


 


	*	Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). 


 




    A-8


     


    

 


SCHEDULE OF INCREASES AND DECREASES OF GLOBAL NOTE


 


The initial principal amount
of this Global Note is $______. The following increases and decreases to this Global Note have been made:


	 	 	 	 	 	 	 	 	 
	
    Date of Increase or

    Decrease
	 	Amount of Decrease in

Principal Amount at

Maturity

of this Global Note	 	Amount of Increase in

Principal Amount at

Maturity

of this Global Note	 	Principal Amount at

Maturity

of this Global Note

Following such

decrease (or increase)	 	Signature of

Authorized Signatory

of Trustee or DTC

Custodian
	 	 	 	 	 	 	 	 	 


 


 


 


A-9