Form of Dealer Manager Agreement] TECHNOLOGY INVESTMENT CAPITAL CORP. Up to 3,500,000 Shares of Common Stock Issuable Upon Exercise of Transferable Rights to Subscribe for Such Shares of Common Stock DEALER MANAGER AGREEMENTSoliciting Dealer Agreement • December 22nd, 2004 • Technology Investment Capital Corp • New York
Technology Investment Capital Corp., a Maryland corporation (the "Company"), Technology Investment Management, LLC., a Delaware limited liability company (the "Adviser") and the Adviser's managing member BDC Partners, LLC, a Delaware limited liability company, ("BDC Partners") each confirms its agreement with and appointment of UBS Securities LLC to act as dealer manager (the "Dealer Manager") in connection with the issuance by the Company to the holders of record (the "Record Date Holders") at 5:00 p.m. (New York City time) on December 29, 2004 (the "Record Date") or such other date as is established as the record date for such purpose of shares of common stock, par value $.01 per share, of the Company (the "Common Stock"), of transferable rights entitling Record Date Holders, and any transferees of rights thereof (collectively, the "Holders"), to collectively subscribe for up to an aggregate of up to 3,500,000 whole shares (each, a "Share" and, collectively, the "Shares") of Common S
Form of Subscription and Information Agent Agreement]Subscription and Information Agent Agreement • December 22nd, 2004 • Technology Investment Capital Corp • New York
This SUBSCRIPTION AND INFORMATION AGENT AGREEMENT (the "Agreement") is made and entered into as of December 23, 2004 between TECHNOLOGY INVESTMENT CAPITAL CORP. (the "Company"), a Maryland corporation, EQUISERVE, INC., a Delaware corporation and its fully owned subsidiary EQUISERVE TRUST COMPANY, N.A., a national banking association (collectively, the "Agent" or individually "EQI" and the "Trust Company", respectively) and relates to the prospectus (the "Prospectus") included in the Registration Statement on Form N-2, File No. 333-119879, that was filed by the Company with the Securities and Exchange Commission on October 21, 2004, as amended by any amendment filed with respect thereto from time to time (the "Registration Statement"). When used hereunder, the term "Agent" shall mean EQI and the Trust Company treated as one and the same person, with joint and several liability with respect to any term or provision of this Agreement.
