FORM OF DEALER MANAGER AGREEMENT] OXFORD LANE CAPITAL CORP. Up to ● Shares of Common Stock Issuable Upon Exercise of Transferable Rights to Subscribe for Such Shares of Common Stock DEALER MANAGER AGREEMENTDealer Manager Agreement • March 27th, 2012 • Oxford Lane Capital Corp. • New York
Oxford Lane Capital Corp., a Maryland corporation (the “Company”), Oxford Lane Management, LLC, a Connecticut 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 Ladenburg Thalmann & Co, Inc. (“Ladenburg”) to act as dealer manager (the “Dealer Manager”) in connection with the issuance by the Company to the holders of record (the “Holders”) at 5:00 p.m. (New York City time) on ● (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 (the “Common Stock”), of the Company, of non-transferable rights entitling Holders to subscribe collectively for up to an aggregate of up to ● whole shares (each, a “Share” and, collectively, the “Shares”) of Common Stock (the “Rights Offering”). Pursuant to the terms of the Rights Offering, the Company is issuing each H
FORM OF SUBSCRIPTION AGENT AGREEMENT] SUBSCRIPTION AGENT AGREEMENTSubscription Agent Agreement • March 27th, 2012 • Oxford Lane Capital Corp. • New York
This Subscription Agent Agreement (this "Agreement") is made as of __________, 2012, by and among Oxford Lane Capital Corp., a Maryland corporation (the "Company"), Computershare, Inc., a Delaware corporation ("Computershare"), its fully owned subsidiary Computershare Trust Company, N.A., a national banking association (the "Trust Company" and, together with Computershare, the "Agent"), and relates to the registration statement on Form N-2, File No. 333-179450, filed by the Company with the Securities and Exchange Commission (the "Commission") on February 9, 2012, and as amended on _______, 2012 (in the form such registration statement was declared effective by the Commission on ________, 2012, the "Registration Statement") and the related prospectus, dated as of _________, 2012 (the "Prospectus"). Capitalized terms not otherwise defined herein shall have the meanings given to them in the Subscription Certificate (as defined below).
FORM OF INFORMATION AGENT AGREEMENT] March __, 2011Information Agent Agreement • March 27th, 2012 • Oxford Lane Capital Corp. • New York
