0001047469-12-002117 Sample Contracts

LICENSE AGREEMENT
License Agreement • March 5th, 2012 • Special Value Continuation Fund, LLC • California

This License Agreement (“Agreement”) is entered into effective as of , 2011 (“Effective Date”) between, on the one hand, Tennenbaum Capital Partners, LLC (“Licensor”), a Delaware limited liability company with its principal place of business at 2951 28th Street, Suite 1000 Santa Monica, California 90405, and, on the other, TCP Capital Corp., a Delaware corporation with its principal place of business at 2951 28th Street, Suite 1000 Santa Monica, California 90405 (“Licensee”), as follows:

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Transfer Agent Service Agreement
Transfer Agent Service Agreement • March 5th, 2012 • Special Value Continuation Fund, LLC • Minnesota

This Transfer Agent Services Agreement (“Agreement”), dated as of May , 2011, (the “Effective Date”) by and between Special Value Continuation Fund, LLC, a limited liability company to be converted immediately prior to initial public offering into TCP Capital Corp., a Delaware corporation duly organized and existing under the laws of the State of Delaware (“Corporation”), and Wells Fargo Bank, National Association, a national banking association, organized under the laws of the United States of America (“Transfer Agent”), is for the purpose of performing the services described herein.

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