Form of Underwriting Agreement] TICC Capital Corp. 3,000,000 Shares Common Stock, $.01 par value per share Underwriting AgreementUnderwriting Agreement • March 19th, 2013 • TICC Capital Corp. • New York
TICC Capital Corp., a Maryland corporation (the “Company”), the Company’s investment adviser, TICC Management, LLC, a Delaware limited liability company (the “Adviser”), and the Company’s administrator, BDC Partners, LLC, a Delaware limited liability company (“BDC Partners”), confirm their agreement with each of the several underwriters named in Schedule I hereto (the “Underwriters”) with respect to (i) the issuance and sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of 3,000,000 shares (the “Firm Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), and (ii) the grant by the Company to the Underwriters, acting severally and not jointly, of an option to purchase up to an additional 450,000 shares of Common Stock (the “Optional Shares”) as provided in Section 3(b). The Firm Shares and, if and to the extent such option is exercised, the Optional Shares, are collectively called, the “Shares.” Barclays Capital In
