FORM OF DEALER MANAGER AGREEMENT] OXFORD LANE CAPITAL CORP. Up to 2,522,077 Shares of Common Stock Issuable Upon Exercise of Non-transferable Rights to Subscribe for Such Shares of Common Stock DEALER MANAGER AGREEMENTDealer Manager Agreement • January 7th, 2013 • 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 January 18, 2013 (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 2,522,077 whole shares (each, a “Share ” and, collectively, the “Shares ”) of Common Stock (the “Rights Offering ”). Pursuant to the terms of the Rights Offe
FORM OF SUBSCRIPTION AGENT AGREEMENT] SUBSCRIPTION AGENT AGREEMENTSubscription Agent Agreement • January 7th, 2013 • Oxford Lane Capital Corp. • New York
This Subscription Agent Agreement (this "Agreement") is made as of January 4, 2013, 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. 333-183228, filed by the Company with the Securities and Exchange Commission (the "Commission") on August 10, 2012, and as amended on October 5, 2012 (in the form such registration statement was declared effective by the Commission on October 10, 2012, the "Registration Statement"), the related prospectus supplement, dated January 7, 2013, and the accompanying base prospectus contained therein, dated October 10, 2012 (collectively, the "Prospectus"). Capitalized terms not otherwise defined herein shall have the meanings given to them in the
FORM OF INFORMATION AGENT AGREEMENT]Letter of Agreement • January 7th, 2013 • Oxford Lane Capital Corp. • New York
