FORM OF DEALER MANAGER AGREEMENT] TICC 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 • May 15th, 2008 • TICC Capital Corp. • New York
TICC Capital Corp., a Maryland corporation (the “Company”), TICC 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 RBC Capital Markets Corporation (“RBC”) 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 •, 2008 (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 transferable rights entitling Record Date Holders, and any transferees of rights thereof (collectively, the “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”).
FORM OF SUBSCRIPTION AGENT AGREEMENT] SUBSCRIPTION AGENT AGREEMENTSubscription Agent Agreement • May 15th, 2008 • TICC Capital Corp. • New York
This Subscription Agent Agreement (this “Agreement”) is made as of [ ], 2008, by and among TICC 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. 333-149894, filed by the Company with the Securities and Exchange Commission (the “Commission”) on March 26, 2008, and as amended on [ ], 2008 (in the form such registration statement was declared effective by the Commission on [ ], 2008, the “Registration Statement”) and the related prospectus, dated as of [ ], 2008 (the “Prospectus”). Capitalized terms not otherwise defined herein shall have the meanings given to them in the Subscription Certificate (as defined below).
