Exhibit 4.2


 


SECOND SUPPLEMENTAL INDENTURE


between


SURO CAPITAL CORP.


and


U.S. BANK NATIONAL ASSOCIATION,


as Trustee


Dated as of December 17, 2021




 


 


THIS SECOND SUPPLEMENTAL INDENTURE (this “Second
Supplemental Indenture”), dated as of December 17, 2021, is between SuRo Capital Corp., 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).


 


RECITALS OF THE COMPANY


 


The Company and the Trustee executed and delivered
an Indenture, dated as of March 28, 2018 (the “Base Indenture” and, as supplemented by this Second Supplemental
Indenture, the “Indenture”), to provide for the issuance by the Company from time to time of the Company’s debt
securities evidencing its secured or unsecured indebtedness (the “Securities”), to be issued in one or more series
as provided in the Base Indenture.


 


The Company desires to initially issue and sell
up to $70,000,000 aggregate principal amount (or up to $80,500,000 aggregate principal amount if the underwriters’ option to purchase
additional Notes is exercised in full) of the Company’s 6.00% Notes due 2026 (the “Notes”).


 


The Company previously entered into the First Supplemental
Indenture, dated as of March 28, 2018 (the “First Supplemental Indenture”), which supplemented the Base Indenture.
The First Supplemental Indenture is not applicable to the Notes.


 


Sections 901(4) and 901(6) 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 such 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 201 and Section 301 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 (each, a “Future Supplemental Indenture”)).


 


The Company has duly authorized the execution and
delivery of this Second Supplemental Indenture to provide for the issuance of the Notes and all acts and things necessary to make this
Second 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:


 


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 Senior Securities having the title “6.00% Notes due 2026”. The Notes shall bear a CUSIP
number of 86887Q 208 and an ISIN number of US86887Q2084, as may be supplemented or replaced from time to time.


 


(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 304, 305, 306,
906, 1107 or 1305 of the Base Indenture, and except for any Securities that, pursuant to Section 303 of the Base Indenture, are deemed
never to have been authenticated and delivered under the Indenture) shall be $70,000,000 (or up to $80,500,000 aggregate principal amount
if the underwriters’ option to purchase additional Notes is exercised in full). Under a Board Resolution, Officers’ Certificate
pursuant to Board Resolutions or a Future Supplemental Indenture, 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 and other terms as the Notes; provided that, if such Additional Notes are not fungible with the Notes (or any other
tranche of Additional Notes) for U.S. federal income tax purposes, then such Additional Notes shall have different CUSIP numbers from
the Notes (and any such other tranche of Additional Notes). Any Additional Notes and the existing Notes shall 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 of the Notes shall be payable on December 30, 2026 unless earlier redeemed or repurchased in accordance with
the provisions of the Indenture.


 


(d)       The
rate at which the Notes shall bear interest shall be 6.00% per annum. The date from which interest shall accrue on the Notes shall
be December 17, 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 March 30, June 30, September 30, and December 30 of each year, commencing March 30, 2022 (provided
that, if an Interest Payment Date falls on a day that is not a Business Day, then the applicable interest payment shall be made
on the next succeeding Business Day and no additional interest shall accrue as a result of such delayed payment); the initial
interest period shall be the period from and including December 17, 2021, to, but excluding, the initial Interest Payment Date, and
the subsequent interest periods shall 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, shall be paid to the Person in whose name the Note (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such interest, which shall be March 15, June 15, September 15,
and December 15 (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, on) and any such interest on the Notes shall be made at the office of the Trustee located at 111 Fillmore
Avenue, St. Paul, MN 55107, Attention: SuRo Capital Corp. (6.00% Notes due 2026) or at such other address as designated by 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, at the request of the registered Holder, the Company will pay the principal of (and premium, if any, on) and
interest, if any, on the Notes by wire transfer of immediately available funds to an account at a bank in New York City, on the date
when such amount is due and payable and as further set forth in Section 1001 of the Indenture; provided, further, however,
that, so long as the Notes are 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. Interest on the Notes shall be computed on the basis of a
360-day year of twelve 30-day months.


 






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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 Second Supplemental Indenture.
Each Global Note shall represent the aggregate principal amount of the outstanding Notes as shall be specified therein and each shall
provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate
principal 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 203 and 305 of the Base Indenture.


 


(f)       The
depositary for such Global Notes (the “Depository”) shall be The Depository Trust Company, New York, New York. The
Security Registrar with respect to the Global Notes shall be the Trustee.


 


(g)       The
Notes shall be defeasible pursuant to Section 1402 or Section 1403 of the Base Indenture. Covenant defeasance contained in Section 1403
of the Base Indenture shall apply to the covenants contained in Sections 1007, 1008, 1009, 1010, 1011 and 1012 of the Indenture.


 


(h)       The
Notes shall be redeemable pursuant to Section 1101 of the Base Indenture and as follows:


 


(i)       The
Notes shall be redeemable in whole or in part at any time or from time to time, at the option of the Company, on or after December 30,
2024 at a Redemption Price equal to 100% of the outstanding principal amount thereof plus accrued and unpaid interest payments otherwise
payable for the then-current quarterly interest period accrued to, but excluding, the Redemption Date.


 


(ii)       Notice
of redemption shall be given in writing and mailed, first-class postage prepaid or by overnight courier guaranteeing next-day delivery,
to each Holder of the Notes to be redeemed, not less than thirty (30) nor more than sixty (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 1104 of the Base Indenture.


 


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


 


(iv)       If
the Company elects to redeem only a portion of the Notes, the Trustee or, with respect to the Global Notes, the Depository shall determine
the method for selecting the particular Notes to be redeemed, in accordance with Section 1103 of the Base Indenture, the Investment Company
Act and the rules of any national securities exchange or quotation system on which the Notes are listed, in each case to the extent applicable.


 


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


 


(i)       The
Notes shall not be subject to any sinking fund pursuant to Section 1201 of the Base Indenture.


 






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(j)       The
Notes shall be issuable in denominations of $25 and integral multiples of $25 in excess thereof.


 


(k)       Holders
of the Notes shall not have the option to have the Notes repaid prior to the Stated Maturity.


 


(l)       The
Notes are hereby designated as “Senior Securities” under the Indenture.


 


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 101 in appropriate alphabetical sequence, as follows:


 


“‘Exchange Act’ means
the Securities Exchange Act of 1934, as amended, and any statute successor thereto.”


 


“‘GAAP’ means generally
accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board of
the American Institute of Certified Public Accountants, the opinions and pronouncements of the Public Company Accounting Oversight Board
and the statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as
have been approved by a significant segment of the accounting profession in the United States, which are in effect from time to time.”


 


“‘Investment Company Act’
means the Investment Company Act of 1940, as amended, and the rules, regulations and interpretations promulgated thereunder, to the extent
applicable, and any statute successor thereto.”


 


Section 2.02.         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, Article One of the Base Indenture shall be amended by replacing the definitions
of “Business Day” and “Corporate Trust Office” in Section 101 with the following:


 


“‘Business Day’, when
used with respect to any Place of Payment or any other particular location referred to in this Indenture or in the Securities, means,
unless otherwise specified with respect to any Securities pursuant to Section 301, each Monday, Tuesday, Wednesday, Thursday and Friday
that is not a day on which banking institutions in The City of New York or that Place of Payment or particular location are authorized
or obligated by law or executive order to close.”


 


“‘Corporate Trust Office’
means the principal office of the Trustee at which at any time its corporate trust business shall be administered, which office at the
date hereof for purposes of Section 1002 only is located at 111 Fillmore Avenue, St. Paul, MN, 55107, Attention: SuRo Capital Corp., and
for all other purposes is located at 1 Federal Street, 3rd Floor, Boston, MA 02110, Attention: SuRo Capital Corp., or such other address
as the Trustee may designate from time to time by notice to the Holders and the Company, or the principal corporate trust office of any
successor Trustee (or such other address as such successor Trustee may designate from time to time by notice to the Holders and the Company).”


 






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Section 2.03.        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 104 of the Base Indenture shall be amended by replacing clause (d) thereof
with the following:


 


“(d)          If the Company shall solicit from
the Holders of Registered Securities any request, demand, authorization, direction, notice, consent, waiver or other Act, the Company
may, at its option, in or pursuant to a Board Resolution, fix in advance a record date for the determination of Holders entitled to give
such request, demand, authorization, direction, notice, consent, waiver or other Act, but the Company shall have no obligation to do so.
Such record date shall be the record date specified in or pursuant to such Board Resolution, which date shall be a date not earlier than
the date thirty (30) days prior to the first solicitation of Holders generally in connection therewith and not later than the date such
solicitation is completed. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or
other Act may be given before or after such record date, but only the Holders of record at the close of business on such record date shall
be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of Outstanding Securities have authorized
or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other Act, and for that purpose the
Outstanding Securities shall be computed as of such record date; provided that no such authorization, agreement or consent by the Holders
on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later
than eleven months after the record date.”


 


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 501 of the Base Indenture shall be amended by replacing clause (2) thereof
with the following:


 


“(2)        default in the payment
of the principal of (or premium, if any, on) any Security of that series when it becomes due and payable at its Maturity; 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 501 of the Base Indenture shall be amended by replacing clause (6) thereof
with the following:


 


“(6)          a court of competent jurisdiction
enters an order or decree under any Bankruptcy Law that:


 


(A)       is
for relief against the Company in an involuntary case or proceeding, or


 


(B)       adjudges
the Company bankrupt or insolvent, or approves as properly filed a petition seeking reorganization, arrangement, adjustment or composition
of or in respect of the Company, or


 


(C)       appoints
a Custodian of the Company or for all or substantially all of its property, or


 


(D)       orders
the winding up or liquidation of the Company,


and the continuance of any such decree or order for relief
or any such other decree or order unstayed and in effect for a period of sixty (60) consecutive days; or”.


 






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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 1007,
1008, 1009, 1010, 1011 and 1012 thereto, each as set forth below:


 


“Section 1007.   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 Section 18(a)(1)(A) as modified by such provisions
of Section 61(a) 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 continues to be subject to such provisions of the Investment Company Act, but giving effect, in either
case, to any exemptive relief granted to the Company by the Commission. Notwithstanding the foregoing, the Company hereby agrees that,
for the period of time during which the Notes are outstanding, the Company will not seek the requisite approval under the 1940 Act of
its board of directors or its shareholders to reduce its asset coverage (as defined in the Investment Company Act) below 200%.”


 


“Section 1008.   Section 18(a)(1)(B)
of the Investment Company Act.


 


The Company hereby agrees that, for the
period of time during which the Notes are Outstanding, the Company shall not declare any dividend (except a dividend payable in stock
of the Company), or declare any other distribution, upon a class of the Company’s capital stock, or purchase any such capital stock,
unless, in every such case, at the time of the declaration of any such dividend or distribution, or at the time of any such purchase,
the Company has an asset coverage (as defined in the Investment Company Act) of at least the threshold specified in Section 18(a)(1)(B)
as modified by Section 61(a) of the Investment Company Act or any successor provisions thereto of the Investment Company Act, as such
obligation may be amended or superseded, after deducting the amount of such dividend, distribution or purchase price, as the case may
be, and giving effect, in each case, (i) to any exemptive relief granted to the Company by the Commission and (ii) to any no-action relief
granted by the Commission to another business development company (or to the Company if it determines to seek such similar no-action or
other relief) permitting the business development company to declare any cash dividend or distribution notwithstanding the prohibition
contained in Section 18(a)(1)(B) as modified by Section 61(a) of the Investment Company Act, as such obligation may be amended or superseded,
in order to maintain such business development company’s status as a regulated investment company under Subchapter M of the Internal
Revenue Code of 1986, as amended. Notwithstanding the foregoing, the Company hereby agrees that, for the period of time during which the
Notes are outstanding, the Company will not seek the requisite approval under the 1940 Act of its board of directors or its shareholders
to reduce its asset coverage (as defined in the Investment Company Act) below 200%.”


 


“Section 1009.   Asset Coverage Ratio.


 


The Company hereby agrees that, for the
period of time during which Notes are Outstanding, the Company will not incur any indebtedness or purchase any shares of its outstanding
capital stock, unless, in every such case, at the time of the incurrence of such indebtedness or at the time of any such purchase, the
Company has an asset coverage, as defined in the Investment Company Act, of at least 300% after giving effect to the incurrence of such
indebtedness and the application of the net proceeds therefrom or after deducting the amount of such purchase price, as the case may be.”


 






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“Section 1010.   Incurrence of Senior Indebtedness.


 


The Company hereby agrees that, for the
period of time during which Notes are Outstanding, the Company will not incur any secured or unsecured indebtedness that would be senior
to the Notes other than (i) indebtedness incurred to buy short term, investment grade fixed income securities and for hedging purposes
or (ii) in connection with redeeming 100% of the Notes in accordance with the Indenture. For the avoidance of any doubt, the foregoing
shall not otherwise limit the Company's ability to partially redeem the Notes in accordance with the terms of the Indenture.”


 


“Section 1011.   Maintenance of Credit Rating.


 


The Company hereby agrees that, for the
period of time during which Notes are Outstanding, the Company will use commercially reasonable efforts to maintain a credit rating on
the Notes by a “nationally recognized statistical rating organization,” as such term is defined in Section 3(a)(62) of the
Exchange Act; provided that no minimum rating will be required.”


 


“Section 1012.   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 the Notes and the Trustee for the period of time during which the Notes are Outstanding: (i) within
ninety (90) days after the end of the each fiscal year of the Company, audited annual consolidated financial statements of the Company
and (ii) within forty-five (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.”


 


ARTICLE V

REDEMPTION OF SECURITIES


 


Section 5.01.        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 1103 of the Base Indenture shall be amended by replacing
the first paragraph thereof with the following:


 


“If
less than all the Securities of any series issued on the same day with the same terms are to be redeemed, the particular Securities to
be redeemed shall be selected by the Trustee, or by the Depository in the case of global Securities, in compliance with the requirements
of DTC, from the Outstanding Securities of such series issued on such date with the same terms not previously called for redemption, in
compliance with the requirements of the principal national securities exchange on which the Securities are listed (if the Securities are
listed on any national securities exchange), or if the Securities are not held through DTC or listed on any national securities exchange,
or DTC prescribed no method of selection, by such method as the Trustee shall deem fair and appropriate and subject to and otherwise in
accordance with the procedures of the applicable Depository; provided that such method complies with the rules of any national securities
exchange or quotation system on which the Securities are listed, and may provide for the selection for redemption of portions (equal to
the minimum authorized denomination for Securities of that series or any integral multiple thereof) of the principal amount of Securities
of such series of a denomination larger than the minimum authorized denomination for Securities of that series; provided, however,
that no such partial redemption shall reduce the portion of the principal amount of a Security not redeemed to less than the minimum authorized
denomination for Securities of such series.”


 






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ARTICLE VI

MEETINGS OF HOLDERS OF SECURITIES


 


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, Section 1505 of the Base Indenture shall be amended by replacing clause (c) thereof with
the following:


 


“(c) At any meeting of Holders,
each Holder of a Security of such series or proxy shall be entitled to one vote for each $25.00 principal amount of the Outstanding Securities
of such series held or represented by such Holder; provided, however, that no vote shall be cast or counted at
any meeting in respect of any Security challenged as not Outstanding and ruled by the chairman of the meeting to be not Outstanding. The
chairman of the meeting shall have no right to vote, except as a Holder of a Security of such series or proxy.”


 


ARTICLE VII

PAYMENT


 


Section 7.01.        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 1001 of the Base Indenture shall be amended by adding the
following at the end of such Section:


 


“Alternatively,
at the request of the registered Holder, the Company will pay the principal of (and premium, if any, on) and interest, if any, on the
Notes by wire transfer of immediately available funds to an account at a bank in New York City, on the date when such amount is due and
payable. To request payment by wire transfer, the registered Holder must give the Paying Agent appropriate transfer instructions at least
15 Business Days before the requested payment is due. In the case of any interest payment due on an Interest Payment Date, the instructions
must be given by the person who is the registered Holder on the relevant Regular Record Date. Any wire instructions, once properly given,
will remain in effect unless and until new instructions are given in accordance with this Section.”


 


ARTICLE VIII

MISCELLANEOUS


 


Section 8.01.        This Second Supplemental
Indenture and the Notes shall be governed by and construed in accordance with the law of the State of New York without regard to principles
of conflicts of laws. This Second 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.


 


Section 8.02.        In case any provision
in this Second 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 8.03.        This
Second Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an
original, but all such counterparts shall together constitute but one and the same Second Supplemental Indenture. The exchange of
copies of this Second Supplemental Indenture and of signature pages by facsimile, .pdf transmission, email or other electronic means
shall constitute effective execution and delivery of this Second 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.


 






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Section 8.04.        The Base Indenture,
as supplemented and amended by this Second Supplemental Indenture, is in all respects ratified and confirmed, and the Base Indenture and
this Second Supplemental Indenture shall be read, taken and construed as one and the same instrument with respect to the Notes. All provisions
included in this Second 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 Base Indenture, as supplemented by this Second Supplemental
Indenture, and agrees to perform the same upon the terms and conditions of the Base Indenture, as supplemented by this Second Supplemental
Indenture.


 


Section 8.05.        The provisions of
this Second Supplemental Indenture shall become effective as of the date hereof.


 


Section 8.06.        Notwithstanding anything
else to the contrary herein, the terms and provisions of this Second Supplemental Indenture shall apply only to the Notes and shall not
apply to any other series of Securities under the Indenture, and this Second 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 8.07.        For the avoidance
of doubt, all notices, approvals, consents, requests and any communications hereunder or with respect to 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 8.08.        The recitals contained herein
and in the Notes, except the Trustee’s certificate of authentication, 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 the validity or sufficiency of this
Second Supplemental Indenture, the Notes or any Additional Notes, except that the Trustee represents that it is duly authorized to execute
and deliver this Second 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.
In acting hereunder and with respect to the Notes, the rights, privileges, protections, immunities and benefits afforded to the Trustee
under the Base Indenture, including, without limitation, its right to be indemnified, are deemed to be incorporated herein, and shall
be enforceable by the Trustee hereunder, in each of its capacities hereunder as if set forth herein in full.


 


[Signature Page Follows]


 






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


 


	 	SURO CAPITAL CORP.
	 	 
	 	By:	/s/ Mark D. Klein
	 	Name: 	Mark D. Klein
	 	Title: 	Chief Executive Officer  
	 	 
	 	U.S. BANK NATIONAL ASSOCIATION, as Trustee
	 	 
	 	By:	/s/ Karen R. Beard
	 	Name: 	Karen R. Beard
	 	Title: 	Vice President



 


[Signature Page
to Second Supplemental Indenture]


 






     


     


    

 


Exhibit A — Form of Global Note


 


THIS SECURITY IS A GLOBAL SECURITY 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 COMPANY 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.


 


SuRo Capital Corp.


 


	No.   	$
	 	CUSIP No. 86887Q 208 
	 	ISIN No.  US86887Q2084 


 


6.00% Notes due 2026


 


SuRo Capital Corp., 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                           
(U.S. $          ) on December 30, 2026, and to pay interest thereon from December 17, 2021 or from the most recent Interest Payment Date
to which interest has been paid or duly provided for, quarterly on March 30, June 30, September 30, and December 30 in each year, commencing
March 30, 2022, at the rate of 6.00% 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 shall, 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 March 15,
June 15, September 15, and December 15 (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 shall 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 Trustee, notice whereof shall be given to Holders of Securities of this
series not less than ten (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, on) and any such interest on this Security shall be made at the office of the Trustee located at 111 Fillmore Avenue, St. Paul,
MN 55107, Attention: SuRo Capital Corp. (6.00% Notes due 2026) or at such other address as designated by 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, at the request of the registered
Holder, the Company will pay the principal of (and premium, if any, on) and interest, if any, on the Securities by wire transfer of
immediately available funds to an account at a bank in New York City, on the date when such amount is due and payable and as further
set forth in Section 1001 of the Indenture; provided further, however, that so long as this Security is registered to Cede
 & Co., such payment shall 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.


 






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In Witness
Whereof, the Company has caused this instrument to be duly executed.


 


Dated:


 


	 	SURO CAPITAL CORP
	 	 	 
	 	By:	
	 	 	Name:   	
	 	 	Title: 	Chief Executive Officer


 


	Attest	 
	 	 
	By:	 	 
	Name:   	 	 
	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 Officer


 






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SuRo Capital Corp.

6.00% Notes due 2026


 


This Security is one of a duly authorized issue
of Senior Securities of the Company (herein called the “Securities”), issued and to be issued in one or more series under
an Indenture, dated as of March 28, 2018 (herein called the “Base Indenture”), 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 Second Supplemental Indenture, dated as of December 17, 2021, by and between the Company
and the Trustee (herein called the “Second Supplemental Indenture,” the Second Supplemental Indenture and the Base Indenture
collectively are herein called the “Indenture”). In the event of any conflict between the Base Indenture and the Second Supplemental
Indenture, the Second Supplemental Indenture shall govern and control.


 


This Security is one of the series designated on
the face hereof, which series is initially limited in aggregate principal amount to $                 (or up to $           aggregate principal amount if
the underwriters’ option to purchase additional Securities is exercised in full). 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 and other terms as the Securities; provided that, if such Additional Securities are not fungible with the Securities
(or any other tranche of Additional Securities for U.S. federal income tax purposes, then such Additional Securities will have a different
CUSIP numbers from the Securities (and any such other tranche of Additional Securities). 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, on or after December 30, 2024 at a Redemption Price
equal to 100% of the outstanding principal amount thereof plus accrued and unpaid interest payments otherwise payable for the then-current
quarterly interest period accrued to, but excluding, the Redemption Date.


 


Notice of redemption shall be given in writing
and mailed, first-class postage prepaid or by overnight courier guaranteeing next-day delivery, to each Holder of the Securities to be
redeemed, not less than thirty (30) nor more than sixty (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 1104 of the Base
Indenture.


 


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


 


If the Company elects to redeem only a portion
of the Securities, the Trustee or, with respect to global Securities, the Depository will determine the method for selecting the particular
Securities to be redeemed, in accordance with Section 1.01 of the Second Supplemental Indenture and Section 1103 of the Base Indenture.
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.


 






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


 


Holders of Securities do not have the option to
have the Securities repaid prior to December 30, 2026.


 


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.


 


If an Event of Default with respect to Securities
of this series shall occur and be continuing, 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.


 


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, security, or both, reasonably satisfactory to the Trustee 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 sixty (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.


 






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The Securities of this series are issuable only
in registered form without coupons in denominations of $25 and any integral multiples of $25 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, the Trustee, or the Security Registrar 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, or the Security Registrar and any agent of the Company, the Trustee, or the Security Registrar
shall 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 none of the Company, the Trustee, the Security Registrar, or any agent thereof 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 law of the State of New York without regard to principles of conflicts of laws.




 






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