Material Agreement Form 8 K

On July 29, 2020, SuRo Capital Corp. (the "Company") established an "at-the-market" offering (the "ATM Program") through which the Company may sell, from time to time through sales agents, shares of the Company's common stock, par value $0.01 per share (the "Shares"). When established, the Company entered into an At-the-Market Sales Agreement, dated July 29, 2020 (the "Initial Sales Agreement") with BTIG, LLC, Citizens JMP Securities, LLC (f/k/a JMP Securities LLC) and Ladenburg Thalmann & Co. Inc. (each, an "Agent" and collectively, the "Agents") to sell Shares having an aggregate offering price of up to $50,000,000. On September 23, 2020, the Company increased the maximum amount of Shares to be sold through the ATM Program to $150,000,000 from $50,000,000. In connection with the upsize of the ATM Program to $150,000,000, the Company entered into Amendment No. 1 to the At-the-Market Sales Agreement, dated September 23, 2020 ("Amendment No. 1").

On November 8, 2024, the Company entered into Amendment No. 2 to the At-the-Market Sales Agreement, dated November 8, 2024 ("Amendment No. 2" and, together with Amendment No. 1 and the Initial Sales Agreement, the "Sales Agreement") to add Barrington Research Associates, Inc. as an Agent under the Sales Agreement. Under the Sales Agreement, the Company may, but has no obligation to, issue and sell up to $150,000,000 in aggregate amount of Shares in the ATM Program, from time to time through the Agents, or to them, as principal for their own account. As of November 8, 2020, up to approximately $98.8 million in aggregate amount of the Shares remained available for sale under the ATM Program.

Further details regarding the Sales Agreement and the ATM Program are set forth in the Company's prospectus supplement dated November 8, 2024 (the "Prospectus Supplement"), as may be amended from time to time, and the base prospectus, dated August 16, 2023 (together with the Prospectus Supplement, including any documents incorporated or deemed to be incorporated by reference in the Prospectus Supplement and the base prospectus, the "Prospectus"), filed by the Company with the U.S. Securities and Exchange Commission.

The foregoing descriptions of the Initial Sales Agreement, Amendment No. 1 and Amendment No. 2 are not complete and are qualified in their entirety by reference to the full text of each of the Initial Sales Agreement, incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed on July 31, 2020, Amendment No. 1, incorporated by reference to Exhibit 10.2 to the Company's Form 8-K filed on September 23, 2020, and Amendment No. 2, attached hereto as Exhibit 10.3 and incorporated herein by reference. A copy of the opinion of Eversheds Sutherland (US) LLP relating to the legality of the issuance and sale of the Shares pursuant to the Prospectus is attached as Exhibit 5.1 hereto.

The offering of the Shares will be made pursuant to the Prospectus, which constitutes a part of the Company's shelf registration statement on Form N-2 (File No. 333-272578) that was declared effective by the SEC on August 16, 2023.

This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.