FORM OF SUBSCRIPTION AGENT AGREEMENT] SUBSCRIPTION AGENT AGREEMENTSubscription Agent Agreement • January 23rd, 2014 • Oxford Lane Capital Corp. • New York
This Subscription Agent Agreement (this "Agreement") is made as of January 23, 2014, 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. 333-189805, filed by the Company with the Securities and Exchange Commission (the "Commission") on July 3, 2013, and as amended on August 21, 2013 (in the form such registration statement was declared effective by the Commission on August 22, 2013, the "Registration Statement") and the related prospectus supplement, dated January 23, 2013, and the accompanying base prospectus contained therein, dated August 22, 2013 (collectively, the "Prospectus"). Capitalized terms not otherwise defined herein shall have the meanings given to them in the
FORM OF DEALER MANAGER AGREEMENT] OXFORD LANE CAPITAL CORP. Up to 4,021,373 Shares of Common Stock Issuable Upon Exercise of Non-transferable Rights to Subscribe for Such Shares of Common Stock DEALER MANAGER AGREEMENTAdministration Agreement • January 23rd, 2014 • 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 Deutsche Bank Securities Inc. (“Deutsche Bank”) and Ladenburg Thalmann & Co. Inc. (“Ladenburg” ) to act as dealer managers (each a “Dealer Manager” and together, the “Dealer Managers”) 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 February 4, 2014 (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 4,021,373 whole shares (each, a “Share” and, collectively, the “Shares”
Georgeson Inc.Letter of Agreement • January 23rd, 2014 • Oxford Lane Capital Corp. • New York
