0001144204-14-053968 Sample Contracts

FORM OF CUSTODY AGREEMENT] CUSTODY AGREEMENT dated as of August 28, 2014 by and between Oxford Lane Capital Corp. (“Company”) and U.S. BANK NATIONAL ASSOCIATION (“Custodian”)
Custody Agreement • September 3rd, 2014 • Oxford Lane Capital Corp. • New York

This CUSTODY AGREEMENT (this “Agreement”) is dated as of August 28, 2014, and is by and between OXFORD LANE CAPITAL CORP. (and any successor or permitted assign, the “Company”), a corporation organized under the laws of the State of Maryland, having its principal place of business at 8 Sound Shore Drive, Suite 255, Greenwich, CT 06830, and U.S. BANK NATIONAL ASSOCIATION (and any successor or permitted assign acting as custodian hereunder, the “Custodian”), a national banking association having a place of business at One Federal Street, 3rd Floor, Boston, MA 02110.

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FORM OF SUBSCRIPTION AGREEMENT]
Subscription Agreement • September 3rd, 2014 • Oxford Lane Capital Corp. • New York

The undersigned understands that pursuant to a prospectus supplement, dated as of September 2, 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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