Trinity Merger : Code of Business Conduct and Ethics

Adopted by the Board of Directors on November 14, 2019, and effective upon the completion of the business combination of the Broadmark group of companies and Trinity Merger Corp. and its affiliates

BROADMARK REALTY CAPITAL INC.

CODE OF BUSINESS CONDUCT AND ETHICS

1. Purpose of the Code and Covered Persons

This Code of Business Conduct and Ethics (the "Code") for Broadmark Realty Capital, Inc. (the "Company") covers a wide range of business practices and procedures. It does not cover every issue that may arise, but it sets out general guidelines for conducting the business of the Company. The Code applies to (i) employees of the Company, (ii) officers of the Company, and

1. all members of the Company's Board of Directors, (collectively, the "Covered Persons" and each a "Covered Person"). Each Covered Person holds an important role in maintaining the Company's commitment to deter wrongdoing and to promote:
2. • honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
   • full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with, or submits to, the Securities and Exchange Commission
     ("SEC") and in other public communications made by the Company;
   • compliance with applicable governmental laws, rules and regulations;
   • the prompt internal reporting of violations of the Code to an appropriate person or persons identified in the Code; and
   • accountability for adherence to the Code.

For purposes of Section 406 of the Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder, this Code shall be the code of ethics for the Company's Chief Executive Officer, Chief Financial Officer, Controller or other chief accounting officer, and any other senior executive or financial officers of the Company performing similar functions and so designated from time to time by the Chief Executive Officer of the Company (collectively, the "Senior Executive and Financial Officers").

After carefully reviewing this Code, you must sign the acknowledgment attached as Exhibit Ahereto, indicating that you have received, read, understand and agree to comply with this Code. The acknowledgment must be returned to David Schneider, the Chief Financial Officer of the Company, the designated Code of Conduct and Ethics Compliance Officer (the "Compliance Officer") within ten (10) business days of your receipt of this Code. You must annually thereafter affirm to the Board that you have complied with the requirements of the Code.

This Code was approved initially by the Board of Directors of the Company and thereafter shall be periodically reviewed by the Audit Committee of the Board of Directors (the "Audit

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Committee") and shall be available on the Company's website. The Company shall annually distribute this Code to all Covered Persons and remind them of this Code and reinforce these principles and standards throughout the Company.

2. Compliance with Laws, Rules and Regulations

Obeying the law, both in letter and spirit, is the foundation of which the Company's ethical standards are built. All Covered Persons should respect and obey all laws, rules and regulations applicable to the business and operations of the Company. Although Covered Persons are not expected to know all of the details of these laws, rules and regulations, it is important to know enough to determine when to seek advice from supervisors, managers, officers or other appropriate Company personnel.

3. Raising Questions and Reporting Violations of the Code

All Covered Persons have a duty to raise questions if they need guidance about the best course of action in a particular situation, and to report any known or suspected violation of this Code, including any violation of the laws, rules, regulations or policies that apply to the Company. Employees should contact their supervisor, senior management or the Compliance Officer. Executive officers and directors should contact the Chair of the Audit Committee. Concerns about potential misconduct can also be reported through the Whistleblower Hotline by following the reporting instructions set out under the Company's Whistleblower Policy.

Nothing in this Code prohibits any Covered Person from reporting any possible violation of law or regulation to any government agency or entity during or following such Covered Person's employment.

4. Policy Against Retaliation

The Company prohibits retaliation against an individual who, in good faith, seeks help or reports known or suspected violations of this Code or of a law, rule or regulation. Retaliation for reporting a federal offense is illegal under federal law. Any reprisal or retaliation against a Covered Person because the Covered Person, in good faith, sought help or filed a report will be subject to disciplinary action, including potential termination of employment.

5. Conflicts of Interest

Covered Persons should be scrupulous in avoiding conflicts of interest with regard to the interests of the Company. A "conflict of interest" occurs when a Covered Person's private interest interferes (or appears to interfere) in any material respect with the interests of, or his or her service to, the Company.

The following list provides examples of prohibited conflicts of interest and required conduct under this Code, but Covered Persons should keep in mind that these examples are not exhaustive. Each Covered Person must:

• not use his or her personal influence or personal relationships improperly to influence business decisions or financial reporting by the Company whereby the Covered Person

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or his or her relatives or friends would benefit personally to the detriment of the Company;

• not cause the Company to take action, or fail to take action, for the individual personal benefit of the Covered Person to the detriment of the Company;
• report at least annually any affiliations or other relationships related to conflicts of interest;
• not engage in competition with the Company;
• not receive, or provide to any of his or her relatives or friends, an improper personal benefit as a result of his or her position with the Company; and
• not use nonpublic Company, or nonpublic third party, information for his or her personal gain or the personal gain of his or her relatives or friends.

The overarching principle is that the personal interest of a Covered Person should not be placed before the interest of the Company. Additionally, federal securities laws prohibit personal loans to directors and executive officers by the Company.

Conflicts of interest may not always be clear-cut and further review and discussion may be appropriate. An employee who becomes aware of a conflict or potential conflict of interest should bring it to the attention of a supervisor, manager, or other appropriate personnel. Where there is real or perceived conflict involving a director or executive officer of the Company, the matter may also be referred to the Audit Committee. The Audit Committee is responsible for assessing any potential conflict of interest involving a director or executive officer and reporting to the Board of Directors. Examples of potential conflicts of interest that should be reported include (among other things):

• service as a director on the board of any other business organization that is a competitor of the Company;
• the receipt of gifts or entertainment from any company with which the Company has current or prospective business dealings in violation of the policies regarding gifts and entertainment included elsewhere in this Code; or
• any ownership interest in, or any consulting or employment relationship with, any of the Company's unaffiliated service providers.

Employees are expected to devote their best efforts and substantially full business time to the performance of their duties and the advancement of the business and affairs of the Company. The Company's resources and information should not be used for personal gain, whether financial or otherwise. No Covered Person shall use their position or contacts to further private interests.

Conflicts of interest transactions may also be subject to the Company's separate Related Party Transaction Policy. In general, the Related Party Transaction Policy applies to, among others, the Company's executive officers, directors and director nominees, and any immediate

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family members of the foregoing persons (and any company or other entity in which the person has any interest material to such person). Transactions that are subject to such a policy are required to be reported, reviewed, and approved or ratified in accordance with that policy and not in accordance with any inconsistent provisions of this Code.

6. Corporate Opportunities

Covered Persons owe a duty to the Company to advance the Company's legitimate interests when the opportunity to do so arises. Covered Persons are prohibited from (a) taking for themselves personally opportunities that are discovered through the use of corporate property, information or position; (b) using corporate property, information or their position for personal gain; and (c) competing with the Company.

7. Confidentiality

Covered Persons shall maintain the privacy of confidential information entrusted to them by the Company or parties with whom the Company transacts business, except when disclosure is authorized by the Chief Executive Officer or Chief Financial Officer of the Company or required by laws, regulations or legal proceedings. Whenever feasible and appropriate, Covered Persons should consult with the Compliance Officer if they believe they have a legal obligation to disclose confidential information. Confidential information includes, without limitation, all nonpublic information concerning the Company, including its business, marketing, properties, business strategies, financial information, forecasts, personnel information, and all other information the disclosure of which might be harmful to the Company or parties with which the Company transacts business, including, without limitation, information that could (i) be of use to competitors of the Company, (ii) have an adverse effect on the Company's business relationships, including its borrowers, or otherwise adversely affect the reputation or perception of the Company in the business, financial, investment or real estate community, (iii) impair the value of any of the Company's assets, or (iv) expose the Company to legal claims, regulatory actions or other forms of liability. Except as set forth in the last paragraph of this section, Covered Persons shall not share confidential information with anyone outside of the Company, including family and friends who do not need to know the information to carry out their duties to the Company. Covered Persons remain under an obligation to keep all information confidential even if their relationship with the Company ends. All public and media communications involving the Company shall be supervised by the Chief Executive Officer, Chief Financial Officer and Executive Vice President of the Company and in accordance with the Company's Corporate Communications Policy.

All reports and records prepared or maintained pursuant to this Code will be considered confidential and shall be maintained and protected accordingly. Except as otherwise required by law or regulation or as permitted by this Code (including the following paragraph), such matters shall not be disclosed to anyone other than the Board, the Audit Committee and legal advisers.

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