0001144204-14-054838 Sample Contracts

FORM OF SUBSCRIPTION AGREEMENT]
Subscription Agreement • September 8th, 2014 • Oxford Lane Capital Corp. • New York

The undersigned understands that pursuant to a prospectus supplement, dated as of September 5, 2014 (together with the base prospectus, dated as of June 23, 2014, attached thereto, the “Prospectus”), Oxford Lane Capital Corp., a Maryland corporation (the “Company”), is offering (the “Offering”) for sale its 7.50% Series 2023 term preferred stock, par value $0.01 per share (the “Series 2023 Term Preferred Shares”). The Series 2023 Term Preferred Shares are being offered for sale at a purchase price of $24.50 per share.

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