8-K - OXSQ - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

May 24, 2023

OXFORD SQUARE CAPITAL CORP.

(Exact name of registrant as specified in itscharter)

Maryland	814-00638	20-0188736
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

8 Sound Shore Drive, Suite 255Greenwich CT 06830

(Address of principal executive offices)

Registrant’s telephone number, including

area code (203) 983-5275

(Former name or former address, if changed sincelast report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $0.01 per share	OXSQ	NASDAQ Global Select Market LLC
6.50% Notes due 2024	OXSQL	NASDAQ Global Select Market LLC
6.25% Notes due 2026	OXSQZ	NASDAQ Global Select Market LLC
5.50% Notes due 2028	OXSQG	NASDAQ Global Select Market LLC
Right to purchase Common stock, par value $0.01 per share	OXSQR	NASDAQ Global Select Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

☐ Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01.Entry into a Material Definitive Agreement.

On May 24, 2023, Oxford Square Capital Corp. (NYSE: OXSQ) (the “Company”) entered into a dealer manager agreement (the “Dealer Manager Agreement”) by and among the Company, Oxford Square Management, LLC, Oxford Funds, LLC and Ladenburg Thalmann & Co. Inc. in connection with the issuance by the Company to the holders of record (the “Stockholders of Record”) at the close of business on May 23, 2023 (the “Record Date”) transferable rights (each a “Right” and, collectively, the “Rights”) entitling such Stockholders of Record to subscribe for up to 16,633,723 shares of common stock, par value $0.01 per share (the “Common Stock”), of the Company (the “Offering”). The Stockholders of Record will receive one Right for every three outstanding shares of Common Stock owned on the Record Date (1 for 3). The Rights entitle the holders to purchase one new Common Stock for each Right held. Rights holders who fully exercise their Rights will be entitled to subscribe, subject to certain limitations and subject to allotment, for additional Common Stock covered by any unexercised Rights. The Company will not issue any fractional Rights.

The Offering is being made pursuant a prospectus supplement, dated May 24, 2023 (the “Prospectus Supplement”), and the accompanying prospectus, dated September 26, 2022, each of which constitute part of the Company’s effective shelf registration statement on Form N-2 (File No. 333-265533) previously filed with the Securities and Exchange Commission.

The foregoing description of the Dealer Manager Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Dealer Manager Agreement filed with this report as Exhibit 1.1 and incorporated herein by reference.

In connection with the Offering, the Company entered into a Subscription Agent Agreement, dated May 24, 2023, with Computershare Trust, N.A. and Computershare Inc. (“Subscription Agent Agreement”), and an Information Agent Agreement, dated May 5, 2023, with Alliance Advisors, LLC (“Information Agent Agreement”) to provide services with respect to the Offering.

The foregoing description is only a summary of the Subscription Agent Agreement and Information Agent Agreement and is qualified in its entirety by reference to the text of the Subscription Agent Agreement filed with this report as Exhibit 99.1 and incorporated herein by reference and Information Agent Agreement filed with this report as Exhibit 99.2 and incorporated herein by reference.

Item 8.01.Other Events

On May 24, 2023, the Company commenced the Offering pursuant to the Prospectus Supplement. A copy of the opinion of Dechert LLP relating to the legality of the Offering is filed as Exhibit 5.1 to this report.

The Company incorporates by reference the exhibits filed herewith into the Prospectus Supplement.

Item 9.01Financial Statements and Exhibits.

(d)Exhibits

1.1*	Dealer Manager Agreement, dated as of May 24, 2023, by and among the Company, Oxford Square Management, LLC, Oxford Funds, LLC and Ladenburg Thalmann & Co. Inc.
4.1*	Form of Subscription Rights Certificate.
5.1*	Opinion of Dechert LLP.
23.1*	Consent of Dechert LLP (included in Exhibit 5.1).
99.1*	Subscription Agent Agreement, dated as of May 24, 2023, by and among the Company, Computershare Trust Company, N.A. and Computershare Inc.†
99.2*	Information Agent Agreement, dated as of May 5, 2023, by and between the Company and Alliance Advisors, LLC.†
*	Filed herewith.
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†	Certain portions of this exhibit have been omitted in accordance<br>with Item 601(b)(10)(iv) of Regulation S-K.
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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Oxford Square Capital Corp.
Date: May 30, 2023	By:	/s/ Saul B. Rosenthal
	Name:	Saul B. Rosenthal
	Title:	President

Exhibit 1.1

OXFORD SQUARE CAPITAL CORP.

Up to 16,633,723 Shares of Common Stock Issuable Upon Exercise

of Transferable Rights to Subscribe for

Such Shares of Common Stock

DEALER MANAGER AGREEMENT

New York, New York
May 24, 2023

Ladenburg Thalmann & Co. Inc.

640 Fifth Avenue, 4^th^ Floor

New York, NY 10019

Ladies and Gentlemen:

Oxford Square Capital Corp., a Maryland corporation (the “Company”), Oxford Square Management, LLC, a Delaware limited liability company (the “Adviser”), and Oxford Funds, LLC, a Delaware limited liability company (the “Administrator”), each confirms its agreement (the “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 May 23, 2023 (the “Record Date”) or such other date as is established as the record date for such purpose of shares of common stock, par value $0.01 per share (the “CommonStock”), of the Company, of transferable rights entitling Holders to subscribe collectively for up to an aggregate of up to 16,633,723 whole shares (each, a “Share” and, collectively, the “Shares”) of Common Stock (the “Rights Offering”). Pursuant to the terms of the Rights Offering, the Company is issuing each Holder one transferable right (each, a “Right” and, collectively, the “Rights”) for every three whole shares of Common Stock held by such Holder on the Record Date. The Rights entitle Holders to acquire during the subscription period (the “Subscription Period”) set forth in the Prospectus (as defined below), at the subscription price set forth in the Prospectus (“the “Subscription Price”), one Share for every one Right exercised, on the terms and subject to the conditions set forth in the Prospectus. No fractional Shares will be issued. Pursuant to the over-subscription privilege in connection with the Rights Offering (the “Over-Subscription Privilege”), Holders who fully exercise all Rights issued to them (other than those which cannot be exercised because they represent the right to acquire less than one Share) may subscribe for additional Shares not subscribed for by other Holders (the “Remaining Shares”) on the terms and subject to the conditions set forth in the Prospectus, including as to proration.

The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations thereunder (the “Rules andRegulations”), a shelf registration statement on Form N-2 (File No. 333-265533) for the offer and sale of an aggregate amount of up to $464,406,568 of certain of the Company’s securities, including the Rights and Shares, which registration statement was declared effective by the Commission on September 26, 2022, and which contains a form of prospectus to be used in connection with the public offering and sale of certain securities to be issued from time to time by the Company, including the Rights and Shares. The registration statement, as amended as of its most recent effective date, including all documents filed as a part thereof, and all documents incorporated or deemed to be incorporated therein by reference pursuant the Rules and Regulations promulgated thereunder or otherwise, and including the information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B (“Rule 430B”) or Rule 424 (“Rule 424”) promulgated under the Securities Act, and any post-effective amendment filed pursuant to Rule 462(b) under the Securities Act (“Rule 462(b)”) is hereinafter referred to as the “Registration Statement;” the base prospectus included in the Registration Statement as of its most recent effective date, including documents incorporated or deemed to be incorporated therein by reference pursuant to the Rules and Regulations promulgated thereunder or otherwise, and the information, if any, deemed to be part of the Registration Statement at the time of effectiveness pursuant to Rule 430B and Rule 424, is hereinafter referred to as the “Base Prospectus;” the final prospectus supplement relating to the Rights and Shares and the method of distribution thereof to be filed with the Commission pursuant to Rule 424 after the execution and delivery of this Agreement is hereinafter referred to as the “Prospectus Supplement” (and together with the Base Prospectus, the “Prospectus”). All references in this Agreement to financial statements and schedules and other information which is “included” or “stated” in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in or otherwise deemed under the Rules and Regulations promulgated thereunder or otherwise to be a part of or included in the Registration Statement or the Prospectus, as the case may be, as of any specified date; and all references in this Agreement to amendments or supplements to the Registration Statement or the Prospectus, including those made pursuant to Rule 424 or such other rule under the Securities Act as may be applicable to the Company, shall be deemed to mean and include, without limitation, the filing of any document under the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”), which is or is deemed to be incorporated by reference in or otherwise deemed under the Rules and Regulations promulgated thereunder or otherwise to be a part of or included in the Registration Statement or the Prospectus, as the case may be, as of any specified date. All references in this Agreement to the Registration Statement and the Prospectus, or any amendments or supplements to any of the foregoing shall be deemed to include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“EDGAR”) system.

Any letters to beneficial owners of the shares of Common Stock of the Company, forms used to exercise rights, any letters from the Company to securities dealers, commercial banks and other nominees and any newspaper announcements, press releases and other offering materials and information that the Company may use, approve, prepare or authorize in writing for use in connection with the Rights Offering, as any of them may be amended, modified or supplemented from time to time, in each case in the form filed with the Commission as an exhibit to the Registration Statement or pursuant to Rule 433 or Rule 482 under the Securities Act, as applicable, are collectively referred to hereinafter as the “OfferingMaterials.”

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Representations and Warranties.

(a) The Company represents and warrants to, and agrees with, the Dealer Manager as of the date hereof and as of the date of the commencement of the Rights Offering (such later date being hereinafter referred to as the “Representation Date”) and as of the expiration date of the Rights Offering set forth in the Prospectus, as it may be extended as provided in the Prospectus (the “Expiration Date”) that:

(i) The Registration Statement has become effective under the Securities Act; no stop order suspending the effectiveness of the Registration Statement has been issued under the Securities Act; and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. The Prospectus delivered to the Dealer Manager for use in connection with this offering was identical in all material respects to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T. At the time of filing the Registration Statement and any post-effective amendments thereto, and at the date hereof, the Company was not and is not an “ineligible issuer,” as defined in Rule 405 of the Rules and Regulations. At the respective times the Registration Statement and any post-effective amendments thereto became effective, as of the Representation Date and at the Expiration Date, the Registration Statement (as amended or supplemented) complied and will comply in all material respects with the requirements of the Securities Act, did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus (as amended or supplemented), as of its date, and as of the respective dates of any amendments or supplements thereto, as of the Representation Date and as of the Expiration Time, complied and will comply in all material respects with the requirements of the Securities Act and did not and will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Offering Materials (as amended or supplemented), as of their date, as of the Representation Date, or if filed with the Commission thereafter, as of such filing date, and at the Expiration Time, complied and will comply in all material respects with the requirements of the Securities Act and did not and will not include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they have been made, not misleading. The representations and warranties in this Section 1(a)(i) shall not apply to statements in or omissions from the Registration Statement, the Prospectus or the Offering Materials made in reliance upon and conformity with information concerning the Dealer Manager furnished in writing by or on behalf of the Dealer Manager to the Company expressly for use in the Registration Statement, the Prospectus or the Offering Materials.

(ii) The Company’s registration statement on Form 8-A under the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”) is effective.

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(iii) The Company has been duly incorporated and is validly existing in good standing as a corporation under the laws of the State of Maryland. The Company has full power and authority to own its property and to conduct its business as described in the Prospectus and enter into this Agreement and the Subscription Agent Agreement dated as of May 24, 2023 (the “Subscription Agent Agreement”) by and between Computershare Trust Company, N.A., and the Company, and is in good standing and is duly qualified to transact business in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a material adverse effect on the condition, financial or otherwise, or on the earnings, business or operations of the Company (a “Company Material Adverse Effect”).

(iv) The Company has duly elected to be treated by the Commission under the Investment Company Act of 1940, as amended and the rules and regulations as promulgated thereunder (the “Investment Company Act) as a “business development company” (the “BDCElection”) and the Company has not filed with the Commission any notice of withdrawal of the BDC Election pursuant to Section 54(c) of the Investment Company Act of 1940, and no order of suspension or revocation of such BDC Election has been issued or proceedings therefor initiated or, to the knowledge of the Company, threatened by the Commission. The Company is, and at all times through the Expiration Date will be, in compliance in all material respects with the applicable terms and conditions of the Exchange Act and the Investment Company Act. No person is serving or acting as an officer or director of, or investment adviser to, the Company except in compliance with the provisions of the Investment Company Act and the Investment Advisers Act of 1940, as amended, and the rules and regulations thereunder (collectively, the “Advisers Act”). Except as disclosed in the Registration Statement and the Prospectus, no director of the Company is an “interested person” (as defined in the Investment Company Act) of the Company or an “affiliated person” (as defined in the Investment Company Act) of the Dealer Manager.

(v) Each of this Agreement, the Subscription Agreement, the Investment Advisory Agreement dated as of July 1, 2011 (as amended by that certain letter agreement dated as of March 9, 2016), by and between the Company and the Adviser (the “Investment AdvisoryAgreement”), and the Administration Agreement, dated as of April 24, 2012 (the “AdministrationAgreement”), by and between the Company and the Administrator (collectively, all the foregoing are the “Company Agreements”), has been duly authorized by the Company. Each Company Agreement complies with all applicable provisions of the Investment Company Act and the Advisers Act. The Company has adopted that certain Second Amended and Restated Dividend Reinvestment Plan dated as of February 19, 2015 (the “Plan”). Each Company Agreement has been duly executed and delivered by the Company and (assuming the due and valid authorization, execution and delivery by the other parties thereto) represents a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except (a) as rights to indemnity and contribution may be limited by federal or state securities laws or principles of public policy and subject to the qualification that the enforceability of the Company’s obligations thereunder may be limited by bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium, and other laws relating to or affecting creditors’ rights generally and by general equitable principles (including without limitation the availability of specific performance or injunctive relief and the application of concepts of materiality, reasonableness, good faith and fair dealing) whether enforcement is considered in a proceeding in equity or at law, and (b) in the case of the Investment Advisory Agreement, with respect to termination under the Investment Company Act or the reasonableness or fairness of compensation payable thereunder.

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(vi) None of (1) the execution and delivery by the Company of, and the performance by the Company of its obligations under, this Agreement and each Company Agreement, or (2) the issuance of the Rights and the issuance and sale of the Shares as contemplated by this Agreement conflicts with or will conflict with, result in, or constitute a violation, breach of, or default under, (x) the articles of amendment and restatement of the Company, as amended to date (the “Charter”) or the amended and restated bylaws of the Company, as amended to date (the “Bylaws”) (y) any agreement, indenture, note, bond, license, lease or other instrument or obligation binding upon the Company that is material to the Company, or (z) any law, rule or regulation applicable to the Company or any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Company, whether foreign or domestic; except, with respect to clauses (y) or (z), any contravention which would have neither (i) a Company Material Adverse Effect or (ii) a material adverse effect on the consummation of the transactions contemplated by this Agreement; provided that no representation or warranty is made with respect to compliance with the laws of any jurisdiction outside of the United States in connection with the offer or sale of the Shares in such jurisdiction by the Dealer Manager.

(vii) No consent, approval, authorization, order or permit of, license from, or qualification with, any governmental body, agency or authority, self-regulatory organization or court or other tribunal, whether foreign or domestic, is required to be obtained by the Company for the performance by the Company of its obligations under this Agreement or the Company Agreements, except such as have been obtained and as may be required by (i) the Securities Act, the Investment Company Act, the Advisers Act, or the Exchange Act, (ii) the rules and regulations of the Financial Industry Regulatory Authority (“FINRA”) or the Nasdaq Stock Market (“Nasdaq”), (iii) by the securities or “blue sky laws” of the various states and foreign jurisdictions in connection with the offer and sale of the Shares or (iv) such as which the failure to obtain would have neither (i) a Company Material Adverse Effect or (ii) a material adverse effect on the consummation of the transactions contemplated by this Agreement.

(viii) The authorized, issued and outstanding capital stock of the Company conforms in all material respects to the description thereof under the heading “Description of Our Capital Stock” in the Prospectus, and this Agreement, the Charter, the Bylaws, the Company Agreements and the Plan conform in all material respects to the descriptions thereof contained in the Prospectus.

(ix) This Agreement and the Company Agreements, the Charter and the Bylaws, and the Plan comply with all applicable provisions of the Securities Act and the Investment Company Act, and all approvals of such documents required under the Investment Company Act by the Company’s shareholders and Board of Directors have been obtained and are in full force and effect.

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(x) The Company Agreements are in full force and effect and neither the Company nor, to the knowledge of the Company, any other party to any such agreement is in default thereunder, and no event has occurred which with the passage of time or the giving of notice or both would constitute a default by the Company thereunder, and the Company is not currently in breach of, or in default under, any other written agreement or instrument to which it or its property is bound or affected, the default under or breach of which could reasonably be expected to have a Company Material Adverse Effect.

(xi) The shares of Common Stock outstanding prior to the issuance of the Rights and the issuance of the Shares have been duly authorized and are validly issued, fully paid and non-assessable. None of the outstanding shares of Common Stock of the Company was issued in violation of the preemptive or other similar rights of any securityholder of the Company. Other than as contemplated in the Prospectus, no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, shares of capital stock of or ownership interests in the Company are outstanding.

(xii) The Rights have been duly authorized by all requisite corporate action on the part of the Company for issuance pursuant to the Rights Offering; the Shares have been duly authorized by all requisite corporate action on the part of the Company for issuance and sale pursuant to the terms of the Rights Offering and, when issued and delivered by the Company pursuant to the terms of the Rights Offering against payment of the consideration set forth in the Prospectus will be validly issued and fully paid and non-assessable; all statements relating to the Shares and the Rights contained in the Registration Statement and the Prospectus conform, in all material respects, to the Shares and the Rights, as the case may be; and the issuance of each of the Rights and the Shares is not subject to any preemptive rights.

(xiii) The Common Stock has been duly listed on Nasdaq under the ticker symbol “OXSQ” and prior to their issuance, the Rights and the Shares will have been approved for listing, subject to official notice of issuance. The Company has not received any notice that it is not in compliance with the listing or maintenance requirements of Nasdaq with respect to its Common Stock. The Company believes that it is, and has no reason to believe that it will not in the foreseeable future continue to be, in material compliance with all Nasdaq listing and maintenance requirements.

(xiv) Since December 31, 2022, except as disclosed in the Prospectus, there has not occurred any material adverse change, or any development reasonably likely to involve a prospective material adverse change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company from that set forth in the Prospectus, and there have been no transactions entered into by the Company which are material to the Company other than those in the ordinary course of its business or as described in the Prospectus.

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(xv) There are no legal or governmental proceedings pending or, to the knowledge of the Company, threatened to which the Company is a party or to which any of the properties of the Company is subject (i) other than proceedings accurately described in all material respects in the Prospectus, and proceedings that would not have a Company Material Adverse Effect or limit the power or ability of the Company to perform its obligations under this Agreement or to consummate the transactions contemplated by the Prospectus or (ii) that are required to be described in the Registration Statement or the Prospectus and are not so described.

(xvi) The statements in the Registration Statement and the Prospectus under the heading “Certain U.S. Federal Income Tax Considerations”, “Regulation”, and “Plan of Distribution”, insofar as such statements summarize legal matters, agreements, documents or proceedings discussed therein, are accurate and fair summaries of such legal matters, agreements, documents or proceedings.

(xvii) The Company has all necessary consents, authorizations, approvals, orders (including exemptive orders), licenses, certificates, permits, qualifications and registrations of and from, and has made all declarations and filings with, all governmental authorities, self-regulatory organizations and courts and other tribunals, whether foreign or domestic, to own and use its assets and to conduct its business in the manner described in the Prospectus, except to the extent that the failure to obtain or file the foregoing would not result in a Company Material Adverse Effect.

(xviii) When the BDC Election and any amendment or supplement thereto were filed with the Commission, it (i) contained all statements required to be stated therein in accordance with, and complied in all material respects with the requirements of, the Investment Company Act, and (ii) did not include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not misleading.

(xix) Except as otherwise contemplated in the Prospectus, the financial statements included in the Registration Statement and the Prospectus, together with the related notes thereto (collectively, the “Company Financial Statements”), present fairly the financial condition of the Company as of the date indicated and said Company Financial Statements comply as to form with the requirements of Regulation S-X under the Securities Act and have been prepared in conformity with generally accepted accounting principles (“GAAP”). The supporting schedules to such Company Financial Statements, if any, present fairly in accordance with GAAP the information required to be stated therein. PricewaterhouseCoopers LLP (“PWC”) whose report appears in the Prospectus and who have certified the Company Financial Statements and supporting schedules, if any, included in the Registration Statement, is an independent registered public accounting firm as required by the Investment Company Act, the Securities Act and the Public Company Accounting Oversight Board.

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(xx) There are no material restrictions, limitations or regulations with respect to the ability of the Company to invest its assets as described in the Prospectus, other than as described therein.

(xxi) Neither the Company nor any of its agents or representatives (other than the Dealer Manager in its capacity as such) has prepared, made, used, authorized, approved or referred to any written communication that constitutes an offer to sell or solicitation of an offer to buy the Rights or the Shares other than the Registration Statement, the Prospectus and the Offering Materials, and any amendment or supplement to any of the foregoing.

(xxii) Other than as described in the Registration Statement and Prospectus, there are no contracts, agreements or understandings between the Company and any person granting such person the right to require the Company to file a registration statement under the Securities Act with respect to any securities of the Company or to require the Company to include such securities with the securities registered pursuant to the Registration Statement.

(xxiii) The expense summary information set forth in the Prospectus in the “Fees and Expenses” Table has been prepared in accordance with the requirements of Form N-2 and any fee projections or estimates, if applicable, used in the preparation of the “Fees and Expenses” table are reasonably based and comply in all material respects with the requirements of Form N-2.

(xxiv) Subsequent to the respective dates as of which information is given in each of the Registration Statement and the Prospectus, (i) the Company has not incurred any material liability or obligation, direct or contingent, nor entered into any material transaction; (ii) the Company has not purchased any of its outstanding capital stock, nor declared, paid or otherwise made any dividend or distribution of any kind on its capital stock, other than ordinary and customary dividends; and (iii) there has not been any material change in the capital stock, short-term debt or long-term debt of the Company, except in each case as contemplated in the Registration Statement and the Prospectus, respectively.

(xxv) The Company owns or possesses, or can acquire on reasonable terms, all material patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks and trade names currently employed by it in connection with the business now operated by it, and the Company has not received any notice of infringement of or conflict with asserted rights of others with respect to any of the foregoing which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a Company Material Adverse Effect.

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(xxvi) The Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations and with the applicable requirements of the Securities Act and the Investment Company Act; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability and compliance with the books and records requirements under the Securities Act and the Investment Company Act; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Since the date of the Company’s most recent audited financial statements included in the Prospectus, there has been (i) no material weakness in the Company’s internal control over financial reporting (whether or not remediated); (ii) no fraud, whether or not material, that involves management or other employees who have a role in the Company’s internal controls; and (iii) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

(xxvii) The Company maintains “disclosure controls and procedures” (as such term is defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act); such disclosure controls and procedures are effective; and the Company is not aware of any material weakness in such controls and procedures.

(xxviii) Any statistical and market-related data included in the Registration Statement or the Prospectus are based on or derived from sources that the Company believes to be reliable and accurate.

(xxix) There are no contracts or documents which are required to be described in the Registration Statement or the Prospectus (or the documents incorporated by reference therein) or to be filed as exhibits thereto by the Securities Act which have not been so described or filed as required.

(xxx) The operations of the Company are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements and the money laundering statutes and the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Money LaunderingLaws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company with respect to the Money Laundering Laws is pending or, to the knowledge of the Company, threatened.

(xxxi) Neither the Company nor, to the knowledge of the Company, any director, officer, agent, employee or affiliate of the Company is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of the Foreign Corruption Practices Act of 1977, as amended, and the rules and regulations thereunder (“FCPA”), including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA and the Company, and to the knowledge of the Company, its affiliates have conducted their businesses in compliance with the FCPA and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith.

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(xxxii) Neither the Company nor, to the knowledge of the Company, any director, officer, agent, employee or affiliate of the Company is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”) and the Company will not directly or indirectly use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

(xxxiii) The Company is insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which it is engaged; all policies of insurance insuring the Company or its business, assets, employees, officers and directors, including the Company’s directors and officers errors and omissions insurance policy and its fidelity bond required by Rule 17g-1 under the Investment Company Act, are in full force and effect; the Company is in compliance with the terms of such policies and fidelity bond in all material respects; there are no claims by the Company under any such policies or fidelity bond as to which any insurance company is denying liability or defending under a reservation of rights clause; the Company has not been refused any insurance coverage sought or applied for; and the Company has no reason to believe that it will not be able to renew its existing insurance coverage and fidelity bond as and when such coverage and fidelity bond expires or to obtain similar coverage and fidelity bond from similar insurers as may be necessary to continue its business at a cost that would not result in a Company Material Adverse Effect, except as set forth in or contemplated in the Registration Statement and the Prospectus (exclusive of any supplement thereto).

(xxxiv) Except as set forth in or contemplated in the Prospectus, the Company (i) does not have any material lending or other relationship with any bank or lending affiliate of the Dealer Manager (the description of such arrangements and outstanding indebtedness thereunder is true, accurate and complete in all respects) and (ii) does not intend to use any of the proceeds from the sale of the Shares hereunder to repay any outstanding debt owed to any affiliate of the Dealer Manager.

(xxxv) There are no business relationships or related-party transactions involving the Company and any other person required to be described in the Registration Statement or the Prospectus which have not been described as required, it being understood and agreed that the Company makes no representation or warranty with respect to such relationships involving the Dealer Manager or any affiliate and any other person that have not been disclosed to the Company by the Dealer Manager in connection with the Rights Offering.

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(xxxvi) Neither the Company nor any of its affiliates, (A) have not taken, directly or indirectly, any action designed to cause or to result in, or that has constituted or which might reasonably be expected to constitute, the stabilization or manipulation of the price of any security of the Company to facilitate the issuance of the Rights or the sale or resale of the Rights and the Shares, (B) has not since the filing of the Prospectus sold, bid for or purchased, or paid anyone any compensation for soliciting purchases of, shares of Common Stock of the Company and (C) will not, until the later of the expiration of the Rights or the completion of the distribution (within the meaning of Regulation M under the Exchange Act) of the Shares, sell, bid for or purchase, pay or agree to pay to any person any compensation for soliciting another to purchase any other securities of the Company (except for the solicitation of the exercises of Rights pursuant to this Agreement); provided that any action in connection with the Plan will not be deemed to be within the terms of this Section 1(a)(xxxvi).

(xxxvii) The Company is currently organized and operates in compliance in all material respects with the requirements to be taxed as, and has duly elected to be taxed as (which election has not been revoked), a regulated investment company under Subchapter M of the Code. The Company intends to direct the investment of the proceeds of the Rights Offering described in the Registration Statement and the Prospectus in such a manner as to comply with the applicable requirements to continue to qualify to be treated as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended (“Subchapter M of the Code”).

(xxxviii) To the extent that the Sarbanes-Oxley Act of 2002, as amended, and the rules and regulations promulgated by the Commission and Nasdaq thereunder, have been applicable to the Company, there is and has been no failure on the part of the Company to comply with any applicable provision of the Sarbanes-Oxley Act that would reasonably be expected to a Company Material Adverse Effect.

(xxxix) The Company has (a) appointed a Chief Compliance Officer and (b) adopted and implemented written policies and procedures which the Board of Directors of the Company has determined are reasonably designed to prevent violations of the federal securities laws in a manner required by and consistent with Rule 38a-1 under the Investment Company Act and is in compliance in all material respects with such Rule.

(xl) The Company owns, leases or has rights to use all such properties as are necessary to the conduct of its operations as presently conducted.

(xli) The Company has not distributed and, prior to the occurrence of the Expiration Date and completion of the distribution of the Shares, will not distribute any offering material in connection with the transactions contemplated herein other than the Prospectus or any Offering Materials to which the Dealer Manager has consented.

(xlii) The Company has obtained, for the benefit of the Dealer Manager, a lock-up agreement (the “Lock-up Agreement”) in substantially the form attached hereto as Exhibit B, from each director and officer of the Company listed in Schedule B hereto.

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Any certificate signed by or on behalf of the Company and delivered to the Dealer Manager or counsel for the Dealer Manager in connection with the Rights Offering shall be deemed to be a representation and warranty by the Company as to the matters covered therein to the Dealer Manager.

(b) The Adviser and the Administrator represent and warrant to, and agree with, the Dealer Manager as of the date hereof, as of the Representation Date and as of the Expiration Date that:

(i) Each of the Adviser and the Administrator has been duly formed and is validly existing as a limited liability company in good standing under the laws of the State of Connecticut and the State of Delaware, respectively, with the corporate power and authority to own its property and to conduct its business as described in the Prospectus and enter into this Agreement and the Company Agreements to which the Adviser or the Administrator is a party, as the case may be, and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a material adverse effect on the condition, financial or otherwise, or on the earnings, business or operations of the Adviser or the Administrator, as the case may be (an “Adviser/Administrator Material Adverse Effect”).

(ii) The Adviser is duly registered as an investment adviser under the Advisers Act, and is not prohibited by the Advisers Act or the Investment Company Act from acting under the Investment Advisory Agreement as an investment adviser to the Company as contemplated by the Registration Statement and the Prospectus, and no order of suspension or revocation of such registration has been issued or proceedings therefor initiated or, to the knowledge of the Adviser, threatened by the Commission.

(iii) Each of this Agreement and the Company Agreements to which the Adviser or the Administrator is a party, as the case may be, has been duly authorized by the Adviser and/or the Administrator, as applicable. Each Company Agreement to which the Adviser or the Administrator is a party, complies with the applicable provisions of the Investment Company Act and the Advisers Act. Each Company Agreement to which the Adviser or the Administrator is a party has been duly executed and delivered by the Adviser or Administrator, as applicable and (assuming the due and valid authorization, execution and delivery by the other parties thereto) represents a valid and binding agreement of the Adviser or the Administrator, as applicable, enforceable against the Adviser or the Administrator, as applicable, in accordance with its terms, except (a) as rights to indemnity and contribution may be limited by federal or state securities laws or principles of public policy and subject to the qualification that the enforceability of the Adviser’s or the Administrator’s obligations thereunder, as applicable, may be limited by bankruptcy, fraudulent conveyance, insolvency, reorganization, receivership, moratorium, and other laws relating to or affecting creditors’ rights generally and by general equitable principles (including without limitation the availability of specific performance or injunctive relief and the application of concepts of materiality, reasonableness, good faith and fair dealing) whether enforcement is considered in a proceeding in equity or at law, and (b) in the case of the Investment Advisory Agreement, with respect to termination under the Investment Company Act or the reasonableness or fairness of compensation payable thereunder.

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(iv) The execution and delivery by the Adviser and/or the Administrator, as applicable, of, and the performance by the Adviser and/or the Administrator, as applicable, of its obligations under, this Agreement and each Company Agreement to which the Adviser or the Administrator is a party, respectively, does not conflict with or will conflict with, result in, or constitute a violation, breach of, default under, (x) the limited liability company operating agreement of the Adviser and/or the Administrator, as applicable (y) any agreement, indenture, note, bond, license, lease or other instrument or obligation binding upon the Adviser and/or the Administrator, as applicable, that is material to the Adviser and/or the Administrator, as applicable, or (z) any law, rule or regulation applicable to the Adviser and/or the Administrator, as applicable, or any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Adviser and/or the Administrator, whether foreign or domestic; except, with respect to clauses (y) or (z), any contravention which would have neither (i) an Adviser/the Administrator Material Adverse Effect or (ii) a material adverse effect on the consummation of the transactions contemplated by this Agreement; provided that no representation or warranty is made with respect to compliance with the laws of any jurisdiction outside of the United States in connection with the offer or sale of the Shares in such jurisdiction by the Dealer Manager.

(v) No consent, approval, authorization, order or permit of, license from, or qualification or registration with any governmental body, agency or authority, self-regulatory organization or court or other tribunal, whether foreign or domestic, is required to be obtained by the Adviser and/or the Administrator, as applicable, for the performance by the Adviser and/or the Administrator, as applicable, of its obligations under this Agreement or any Company Agreement to which it is a party, except such as have been obtained and as may be required by (i) the Securities Act, the Investment Company Act, the Advisers Act or the Exchange Act, (ii) the rules and regulations of the FINRA or Nasdaq, (iii) by the securities or “blue sky laws” of the various states and foreign jurisdictions in connection with the offer and sale of the Shares or (iv) such as which the failure to obtain would have neither (i) an Adviser/the Administrator Material Adverse Effect or (ii) a material adverse effect on the consummation of the transactions contemplated by this Agreement.

(vi) There are no legal or governmental proceedings pending or, to the knowledge of the Adviser and the Administrator, threatened to which the Adviser and/or the Administrator is a party or to which any of the properties of the Adviser and/or the Administrator is subject (i) other than proceedings accurately described in all material respects in the Prospectus and proceedings that would not have a material adverse effect on the Adviser and/or the Administrator, as applicable, or on the power or ability of the Adviser and/or the Administrator, as applicable, to perform its obligations under this Agreement or to consummate the transactions contemplated by the Prospectus or (ii) that are required to be described in the Registration Statement or the Prospectus and are not so described.

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(vii) Each of the Adviser and the Administrator has all necessary consents, authorizations, approvals, orders (including exemptive orders), licenses, certificates, permits, qualifications and registrations of and from, and has made all declarations and filings with, all governmental authorities, self-regulatory organizations and courts and other tribunals, whether foreign or domestic, to own and use its assets and to conduct its business in the manner described in the Prospectus, except to the extent that the failure to obtain or file the foregoing would not result in an Adviser/the Administrator Material Adverse Effect.

(viii) Each of the Adviser and the Administrator has the financial resources available to it necessary for the performance of its services and obligations as contemplated in the Prospectus and by this Agreement and each Company Agreement to which it is a party.

(ix) The Investment Advisory Agreement is in full force and effect and neither the Adviser nor, to the knowledge of the Adviser, any other party to the Investment Advisory Agreement is in default thereunder, and, no event has occurred which with the passage of time or the giving of notice or both would constitute a default by the Adviser under such document.

(x) All information furnished by the Adviser for use in the Registration Statement and the Prospectus, including, without limitation, the description of the Adviser does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make such information not misleading (in the case of the Prospectus, in light of the circumstances under which such information is provided).

(xi) There has not occurred any material adverse change, or any development reasonably likely to involve a prospective material adverse change, in the condition, financial or otherwise, or in the earnings, business or operations of the Adviser from that set forth in the Prospectus, and there have been no transactions entered into by the Adviser which are material to the Adviser other than those in the ordinary course of its business or as described in the Prospectus.

(xii) Neither the Adviser nor the Administrator, nor any of their affiliates, has taken, directly or indirectly, any action which constitutes or is designed to cause or result in, or which could reasonably be expected to constitute, cause or result in, the stabilization or manipulation of the price of any security to facilitate the issuance of the Rights or the sale or resale of the Rights and the Shares.

(xiii) The operations of the Adviser and the Administrator are and have been conducted at all times in compliance with applicable Money Laundering laws and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Adviser or the Administrator with respect to the Money Laundering laws is pending or, to the knowledge of the Adviser or the Administrator, threatened.

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(xiv) The Adviser maintains a system of internal controls sufficient to provide reasonable assurance that (i) transactions effectuated by it under the Investment Advisory Agreement are executed in accordance with its management’s general or specific authorization and (ii) access to the Company’s assets is permitted only in accordance with its management’s general or specific authorization.

(xv) The Administrator maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions for which it has bookkeeping and record keeping responsibility for under the Administration Agreement are recorded as necessary to permit preparation of the Company’s financial statements in conformity with GAAP and to maintain accountability for the Company’s assets and (ii) the recorded accountability for such assets if compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

Any certificate signed by or on behalf of the Adviser or the Administrator and delivered to the Dealer Manager or counsel for the Dealer Manager in connection with the Rights Offering shall be deemed to be a representation and warranty by the Adviser or the Administrator, as applicable, as to the matters covered therein to the Dealer Manager.

2. Agreement to Act as Dealer Manager.

(a) On the basis of the representations and warranties contained herein, and subject to the terms and conditions of this Agreement:

(i) The Company hereby appoints the Dealer Manager and other soliciting dealers entering into a Soliciting Dealer Agreement, in the form attached hereto as Exhibit A, with the Dealer Manager (the “Soliciting Dealers”), to solicit, in accordance with the Securities Act, the Investment Company Act, the Exchange Act and its customary practice, the exercise of the Rights, subject to the terms and conditions of this Agreement, the procedures described in the Registration Statement and, where applicable, the terms and conditions of such Soliciting Dealer Agreement; and

(ii) The Company agrees to furnish or cause to be furnished to the Dealer Manager lists, or copies of those lists, showing the names and addresses of, and number of shares of Common Stock held by, Holders.

(b) The Dealer Manager agrees to provide to the Company, in addition to the services described in paragraph (a) of this Section 2, financial advisory and marketing services in connection with the Rights Offering.

(c) No fee or reimbursement, other than the fees provided for in Section 3 of this Agreement and the reimbursement of the Dealer Manager’s out-of-pocket expenses as described in Section 5 of this Agreement, will be payable by the Company to the Dealer Manager in connection with any services provided or costs and expenses incurred by the Dealer Manager pursuant to this Agreement.

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(d) Each of the Company and the Dealer Manager agrees that the Dealer Manager is an independent contractor with respect to the solicitation of the exercise of Rights and the performance of financial advisory and marketing services to the Company contemplated by this Agreement, and that the Dealer Manager shall not be deemed to be an agent or fiduciary of the Company or any of its affiliates, equity holders or creditors, or of any person, including Soliciting Dealers, arising out of its engagement pursuant to this Agreement. In soliciting the exercise of Rights, no Soliciting Dealer shall be deemed to be acting as the agent or fiduciary of the Dealer Manager or of the Company or any of their respective affiliates, equity holders or creditors, or of any other person. It is understood that the Dealer Manager is being engaged hereunder solely to provide the services described above on behalf of the Company and that the Dealer Manager is not acting as an agent or fiduciary of, and shall have no duties or liability to, the equity holders of the Company or any other third party in connection with its engagement hereunder.

(e) The Dealer Manager agrees to perform the services set forth above with respect to the Rights Offering in accordance with its customary practices in connection with similar transactions, including (but not limited to) using its reasonable best efforts to solicit the exercise of Rights pursuant to the Rights Offering and in communicating with the Soliciting Dealers.

(f) In rendering the services contemplated by this Agreement, neither the Dealer Manager nor any affiliate thereof will be subject to any liability to the Company or the Adviser or any of their respective affiliates, for any losses, claims, damages, liabilities or expenses arising from any act or omission on the part of any securities broker or dealer (except with respect to the Dealer Manager acting in such capacity) or any other person, and the Dealer Manager will not be liable for acts or omissions in performing its obligations under this Agreement or otherwise in connection with the Rights Offering, except to the extent that any losses, claims, damages, liabilities and expenses that are finally judicially determined to have resulted primarily from the bad faith, willful misfeasance or gross negligence of the Dealer Manager or by reason of the reckless disregard of the obligations and duties of the Dealer Manager under this Agreement.

Dealer Manager and Solicitation Fees. In full payment for the financial advisory, marketing, soliciting and any other services rendered and to be rendered hereunder by the Dealer Manager, the Company agrees to pay the Dealer Manager a fee (the “DealerManager Fee”) equal to 4.00% of the Subscription Price per Share for each Share issued pursuant to the exercise of Rights and the Over-Subscription Privilege, except as set forth in Schedule A hereto. In full payment for the soliciting efforts to be rendered, the Dealer Manager agree to reallow soliciting fees (the “Solicitation Fees”) to Soliciting Dealers equal to 0.5% of the Subscription Price per Share for each Share issued pursuant to the exercise of Rights and the Over-Subscription Privilege; provided, however, that no Solicitation Fee will be paid with respect to the solicitation of the exercise of Rights and the Over-Subscription Privilege from any individual or entity set forth on Schedule A hereto. The Dealer Manager agrees to pay the Solicitation Fees to the Soliciting Dealers designated on the applicable portion of the form used by the Holder to exercise Rights and the Over-Subscription Privilege, and if no Soliciting Dealer is so designated pursuant to the terms of the Soliciting Dealer Agreement, then the Dealer Manager shall retain such Solicitation Fees for Shares issued pursuant to the exercise of Rights and Over-Subscription Privilege. The Company shall have no obligation to pay (or reimburse the Dealer Manager) for Solicitation Fees. Payment to the Dealer Manager by the Company will be in the form of a wire transfer of same day funds to an account or accounts identified by the Dealer Manager. Such payment will be made on each date on which the Company issues Shares after the Expiration Date. Payment to a Soliciting Dealer will be made by the Dealer Manager by check to an address identified by such Soliciting Dealer. Such payments shall be made on or before the tenth business day following each date on which the Company issues Shares after the Expiration Date.

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Covenants of the Company, the Adviser and the Administrator. Each of the Company, the Adviser and the Administrator covenants with the Dealer Manager as follows:

(a) To use its best efforts to cause the Registration Statement to become effective under the Securities Act, and to advise the Dealer Manager promptly as to the time at which the Registration and any amendments thereto (including any post-effective amendment) becomes so effective.

(b) To notify the Dealer Manager promptly, and confirm the notice in writing, of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information relating thereto, (i) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose, and (ii) of the suspension of the qualification of the Shares or the Rights for offering or sale in any jurisdiction. Each of the Company, the Adviser and the Administrator will make every reasonable effort to prevent the issuance of any stop order described in subsection (iii) hereunder and, if any such stop order is issued, to obtain the lifting thereof at the earliest possible moment.

(c) That if, at the time this Agreement is executed and delivered, it is necessary for any post-effective amendment to the Registration Statement or supplement to the Prospectus, to be declared effective before the Shares may be issued and sold as contemplated herein, the Company shall endeavor to cause such post-effective amendment to become effective or supplement to the Prospectus to be filed with the Commission as soon as possible, and the Company shall advise the Dealer Manager promptly and, if requested by the Dealer Manager, shall confirm in writing, (i) when any such post-effective amendment has become effective and/or supplement to the Prospectus has been so filed.

(d) The Company shall not directly or indirectly sell, offer to sell, enter into any agreement to sell, or otherwise dispose of, any equity or equity related securities of the Company or securities convertible into such securities, other than the Rights, the Shares and the Common Stock issued in connection with the reinvestment of dividends or distributions under the Plan for a period of 90 days from the date of this Agreement without the prior consent of the Dealer Manager.

(e) To the extent required, to use its best efforts to cause the Rights and the Shares to be duly authorized for listing by Nasdaq prior to the time of issuance.

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(f) To advise or cause the Subscription Agent to advise the Dealer Manager and each Soliciting Dealer from day to day during the period of, and promptly after the termination of, the Rights Offering, as to the names and addresses of all Holders exercising Rights, the total number of Rights exercised by each Holder during the immediately preceding day, indicating the total number of Rights verified to be in proper form for exercise, rejected for exercise and being processed and, for the Dealer Manager and each Soliciting Dealer, the number of Rights exercised on exercise forms indicating the Dealer Manager or such Soliciting Dealer, as the case may be, as the broker-dealer with respect to such exercise, and as to such other information as the Dealer Manager may reasonably request; and will notify the Dealer Manager and each Soliciting Dealer, not later than 5:00 P.M., New York City time, on the first business day following the Expiration Date, of the total number of Rights exercised and Shares related thereto, the total number of Rights verified to be in proper form for exercise, rejected for exercise and being processed and, for the Dealer Manager and each Soliciting Dealer, the number of Rights exercised on exercise forms indicating the Dealer Manager or such Soliciting Dealer, as the case may be, as the broker-dealer with respect to such exercise, and as to such other information as the Dealer Manager may reasonably request.

(g) Except as required by applicable law, the use of any reference to the Dealer Manager in any Offering Materials or any other document or communication prepared, approved or authorized by the Company, the Adviser or the Administrator in connection with the Rights Offering is subject to the prior approval of the Dealer Manager, provided that if such reference to the Dealer Manager is required by applicable law, the Company, the Adviser and the Administrator agree to notify the Dealer Manager within a reasonable time prior to such use, but the Company, the Adviser and the Administrator are nonetheless permitted to use such reference.

(h) To furnish to the Dealer Manager, without charge, from time to time during the period when the Prospectus is required to be delivered under the Securities Act, as many copies of the Prospectus and any supplements and amendments thereto or to the Registration Statement as the Dealer Manager may reasonably request.

(i) The Company will use the net proceeds received by it from the sale of the Shares in the manner specified in the Prospectus.

(j) The Company and the Adviser will not take any action designed to cause or result in the manipulation of the price of any security of the Company to facilitate the issuance of the Rights or the sale or resale of Shares in violation of the Securities Act, the Investment Company Act or the Exchange Act, or the securities or “blue sky” laws of the various states and foreign jurisdictions in connection with the offer and sale of Shares.

(k) If any event shall occur as a result of which it is necessary to amend or supplement the Registration Statement or the Prospectus in order to make the Prospectus not misleading in the light of the circumstances existing at the time it is delivered to a Holder, to forthwith amend or supplement the Prospectus by preparing and filing with the Commission (and furnishing to the Dealer Manager a reasonable number of copies of) an amendment or amendments of the Registration Statement or an amendment or amendments of or a supplement or supplements to, the Prospectus (in form and substance satisfactory to counsel for the Dealer Manager), at the Company’s expense, which will amend or supplement the Registration Statement or the Prospectus so that the Prospectus will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

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(l) To endeavor to qualify the Shares for offer and sale under the securities or “blue sky” laws of such jurisdictions as the Dealer Manager shall reasonably request.

(m) The Company will use reasonable best efforts to maintain its status as a “business development company” under the Investment Company Act, provided, however, that the Company may change the nature of its business so as to cease to be, or withdraw its election to be treated as, a business development company with the approval of its Board of Directors and a vote of shareholders to the extent required by Section 58 of the Investment Company Act.

(n) The Company will use reasonable best efforts to comply with the requirements to continue to qualify as a regulated investment company under Subchapter M of the Code with respect to any fiscal year in which the Company is a business development company.

(o) The Company, the Adviser and the Administrator will use their reasonable efforts to perform all of the agreements required of them by this Agreement.

(p) As soon as practicable, the Company will make generally available to its security holders and to the Dealer Manager an earnings statement or statements of the Company which will satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 under the Securities Act.

5. Payment of Expenses.

(a) The Company will pay all its own expenses incident to the performance of its obligations under this Agreement and in connection with the Rights Offering, including, but not limited to, expenses relating to (i) the printing and filing of the Registration Statement as originally filed and of each amendment thereto and of the Prospectus and any amendments or supplements thereto, (ii) the preparation, issuance and delivery of the certificates for the Shares and exercise forms relating to the Rights, (iii) the fees and disbursements of the Company’s counsel (including the fees and disbursements of local counsel) and accountants, (iv) the qualification of the Rights and the Shares under securities laws in accordance with the provisions of Section 4(l) of this Agreement, including filing fees and, subject to Section 5(b), the reasonable out-of-pocket expenses relating to the preparation and delivery of any Blue Sky Letter by counsel to the Dealer Manager, if any, (v) the printing or other production and delivery to the Dealer Manager of copies of the Registration Statement as originally filed and of each amendment thereto and of the Prospectus and any amendments or supplements thereto, (vi) the reasonable out-of-pocket fees and expenses incurred with respect to any filing with FINRA, (vii) the fees and expenses incurred in connection with the listing of the Shares on the Nasdaq Global Market, (viii) the printing or other production, mailing and delivery expenses incurred in connection with the Prospectus and the Offering Materials, (ix) the fees and expenses incurred by the Company with respect to the Subscription Agent and information agent, (x) all reasonable out-of-pocket fees and expenses, if any, and subject to Section 5(b), incurred by the Dealer Manager and Soliciting Dealers in connection with their mailing and handling of materials related to the Rights Offering to their customers and (xii) all other fees and expenses, including the expenses of the Company of a roadshow, if any, (but excluding the announcement, if any, of the Rights Offering in The Wall Street Journal) incurred in connection with or relating to the Rights Offering.

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(b) In addition to any fees that may be payable to the Dealer Manager under this Agreement, whether or not the Rights Offering is consummated, the Company shall reimburse the Dealer Manager upon request made from time to time for its reasonable expenses incurred in connection with its activities under this Agreement, including the reasonable fees and disbursements of its legal counsel, in an amount up to $50,000 (inclusive of reimbursement pursuant to Section 5(a)). The Company shall not be obligated to reimburse the Dealer Manager for any expenses arising under or in connection with this Agreement in excess of $50,000, provided, however, that such limitation shall not effect the Dealer Manager Indemnified Parties’ (as defined below) rights to indemnification and contribution as set forth in Section 7.

6. Conditions of the Dealer Manager’s Obligations. The obligations of the Dealer Manager hereunder are subject to the accuracy of the representations and warranties of the Company, the Adviser and the Administrator contained herein, to the performance by the Company, the Adviser and the Administrator of their respective obligations hereunder, and to the following further conditions:

(a) The Registration Statement shall have become effective not later than 5:30 P.M. on the Representation Date, or at such later time and date as may be approved by the Dealer Manager; the Prospectus and any amendment or supplement thereto shall have been filed with the Commission in the manner and within the time period required by Rule 424 under the Securities Act; no stop order suspending the effectiveness of the Registration Statement or any amendment thereto shall have been issued, and no proceedings for that purpose shall have been instituted or threatened or, to the knowledge of the Company, the Adviser, the Administrator or the Dealer Manager, shall be contemplated by the Commission; and the Company shall have complied with any request of the Commission for additional information (to be included in the Registration Statement or the Prospectus or otherwise).

(b) On the Representation Date and the Expiration Date, the Dealer Manager shall have received the favorable opinion, dated the Representation Date and the Expiration Date, as the case may be, of Dechert LLP, counsel for the Company, the Adviser and the Administrator.

(c) The Dealer Manager shall have received from Blank Rome LLP, counsel for the Dealer Manager, such opinion or opinions, dated the Representation Date and the Expiration Date, with respect to the Rights Offering, the Registration Statement, the Prospectus and other related matters as the Dealer Manager may reasonably require, and the Company shall have furnished to such counsel such documents as they reasonably request for the purpose of enabling them to pass upon such matters.

(d) The opinion of Dechert LLP described in Section 6(b) above shall be rendered to the Dealer Manager at the request of the Company, the Adviser and the Administrator, as applicable, and shall so state therein, and shall include a statement to the effect that it may be relied upon by counsel to the Dealer Manager as to the laws of the State of Maryland in any opinion delivered to the Dealer Manager.

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(e) The Company shall have furnished to the Dealer Manager a certificate of the Company, signed by the Chief Executive Officer, the Chairman, the President or the Chief Financial Officer of the Company, dated the Representation Date and the Expiration Date, to the effect that the signer of such certificate has carefully examined the Registration Statement, the Prospectus, any supplement to the Prospectus and this Agreement and that:

(i) the representations and warranties of the Company in this Agreement are true and correct on and as of the Representation Date or the Expiration Date, as the case may be, with the same effect as if made on the Representation Date or the Expiration Date and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Representation Date or the Expiration Date, as the case may be;

(ii) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or, to the Company’s knowledge, threatened; and

(iii) since the date of the most recent balance sheet included in the Prospectus, there has been no material adverse change in the condition (financial or other), earnings, business, prospects, net worth or results of operations of the Company (excluding changes due to investment activities in the ordinary course of business), except as set forth in the Prospectus.

(f) The Adviser and the Administrator shall have furnished to the Dealer Manager a certificate, signed by its Managing Member or authorized officer, dated the Representation Date and the Expiration Date, to the effect that the signer of such certificate has reviewed the Registration Statement, the Prospectus, any supplement to the Prospectus and this Agreement and: (i) the representations and warranties of the Adviser in this Agreement are true and correct (after giving effect to any materiality qualifications contained in such representations and warranties) on and as of the Representation Date or the Expiration Date, as the case may be, with the same effect as if made on the Representation Date or the Expiration Date, as the case may be, and (ii) the Adviser has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Representation Date or the Expiration Date.

(g) The Dealer Manager shall have received from PWC, a letter dated, respectively, the Representation Date and the Expiration Date, and addressed to the Dealer Manager in form and substance reasonably satisfactory to the Dealer Manager.

(h) Subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus, there shall not have been (i) any change or decrease specified in the letter or letters referred to in paragraph (g) of this Section 6, or (ii) any change, or any development involving a prospective change, in or affecting the business or properties of the Company, the effect of which, in any case referred to in clause (i) or (ii) above, is, in the judgment of the Dealer Manager, so material and adverse as to make it impractical or inadvisable to proceed with the Rights Offering as contemplated by the Registration Statement and the Prospectus.

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(i) Prior to the Representation Date and the Expiration Date, the Company shall have furnished to the Dealer Manager such further information, certificates and documents as the Dealer Manager may reasonably request.

(j) The Company shall have delivered the Lock-Up Agreements to the Dealer Manager from each director and officer of the Company listed on Schedule B hereto.

If any of the conditions specified in this Section 6 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be satisfactory in form and substance to the Dealer Manager and their counsel, this Agreement and all obligations of the Dealer Manager hereunder may be canceled at, or at any time prior to, the Representation Date by the Dealer Manager. Notice of such cancellation shall be given to the Company in writing or by telephone or telegraph confirmed in writing.

7. Indemnification and Contribution.

(a) (i) The Company agrees to indemnify and hold harmless the Dealer Manager, each person, if any, who controls the Dealer Manager within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and each partner, director, officer, trustee, manager, member and shareholder of the Dealer Manager (each, a “Dealer Manager Indemnified Party”) from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) (each, a “Loss”), caused by, arising out of, related to or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, the Prospectus or any amendment or supplement thereto, or the Offering Materials, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon written information furnished to the Company by the Dealer Manager expressly for use therein.

(ii) The Adviser and the Administrator, severally and not jointly, agree to indemnify and hold harmless each Dealer Manager Indemnified Party from and against any and all Losses caused by, arising out of, related to or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, the Prospectus or any amendment or supplement thereto, or the Offering Materials, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement or the Prospectus, or any amendment or supplement thereto, or any Offering Materials, in reliance upon and in conformity with written information furnished to the Company by the Adviser (in the case of the Adviser) or the Administrator (in the case of the Administrator), respectively.

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(b) The Dealer Manager agrees to indemnify and hold harmless each of the Company, the Adviser and the Administrator, and each of their respective partners, directors, trustees, managers, members and shareholders (as the case may be), and each officer of the Company who signs the Registration Statement and each person, if any, who controls the Company, the Adviser and/or the Administrator within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a “Company Indemnified Party”) to the same extent as the foregoing indemnity from the Company, the Adviser and the Administrator to the Dealer Manager as set forth in Section 7(a)(i), caused by, arising out of, related to or based upon any untrue statement of a material fact contained in the Registration Statement or any amendment thereof, the Prospectus or any amendment or supplement thereto, or caused by any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, only with reference to written information relating to the Dealer Manager furnished to the Company by the Dealer Manager expressly for use in the Registration Statement or any amendment thereof, the Prospectus or any amendment or supplement thereto, or the Offering Materials.

(c) In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to Section 7(a) or 7(b), such person (the “indemnified party”) shall promptly notify the person against whom such indemnity may be sought (the “indemnifying party”) in writing and the indemnifying party, upon request of the indemnified party, shall retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the indemnifying party may designate in such proceeding and shall pay the fees and disbursements reasonably incurred of such counsel related to such proceeding. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel, (ii) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with an actual conflict of interest, or (iii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party. It is understood that the indemnifying party shall not, in respect of the legal expenses of any indemnified party in connection with any proceeding or related proceedings in the same jurisdiction, be liable for (i) the fees and expenses reasonably incurred of more than one separate firm (in addition to any local counsel) for all Dealer Manager Indemnified Parties, collectively, and (ii) the fees and expenses reasonably incurred of more than one separate firm (in addition to any local counsel) for all Company Indemnified Parties, collectively. In the case of any such separate firm for the Dealer Manager Indemnified Parties, such firm shall be designated in writing by the Dealer Manager. In the case of any such separate firm for the Company Indemnified Parties, such firm shall be designated in writing by the Company. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there is a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for the reasonable fees and expenses of counsel as contemplated by the second and third sentences of this Section 7(c), the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the material terms of such settlement at least 30 days prior to such settlement being entered into, and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding.

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(d) To the extent the indemnification provided for in Section 7(a) or 7(b) is unavailable to an indemnified party or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then each indemnifying party under such paragraph, in lieu of indemnifying such indemnified party thereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Company, the Adviser and/or the Administrator on the one hand and the Dealer Manager on the other hand from the Rights Offering and the Shares or (ii) if the allocation provided by clause 7(d)(i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause 7(d)(i) above but also the relative fault of the Company, the Adviser and/or the Administrator on the one hand and the Dealer Manager on the other hand in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Company, the Adviser and/or the Administrator on the one hand and the Dealer Manager on the other hand in connection with the Rights Offering shall be deemed to be in the same respective proportions as the net proceeds from the Rights Offering (before deducting expenses) received by the Company and the total fees received by the Dealer Manager, bear to the aggregate offering price of the Shares. The relative fault of the Company, the Adviser and/or the Administrator on the one hand and the Dealer Manager on the other hand shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company, the Adviser or the Administrator or by the Dealer Manager and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

(e) The Company, the Adviser, the Administrator and the Dealer Manager agrees that it would not be just or equitable if contribution pursuant to this Section 7 were determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in Section 7(d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages and liabilities referred to in Section 7(d) shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 7, the Dealer Manager shall not be required to contribute any amount in excess of the fees received by the Dealer Manager. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The remedies provided for in this Section 7 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified party at law or in equity.

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(f) The indemnity and contribution provisions contained in this Section 7 and the representations, warranties and other statements of the Company, the Adviser and the Administrator contained in this Agreement shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of any Dealer Manager Indemnified Party or by or on behalf of any Company Indemnified Party and (iii) acceptance of and payment for any of the Shares.

(g) Each of the Company, the Adviser and the Administrator agrees to indemnify each Soliciting Dealer and controlling persons to the same extent and subject to the same conditions and to the same agreements, including with respect to contribution, provided for in subsections 7(a), 7(d), 7(e), 7(f) and 7(g), to the extent that a court of competent jurisdiction determines that such Soliciting Dealer, or such controlling person, is a statutory underwriter under the Securities Act.

(h) No party shall be entitled to indemnification under this Section 7 if such indemnification of such party would violate Section 17(i) of the Investment Company Act.

8. Information Furnished by the Dealer Manager. The name of the Dealer Manager set forth on the cover page of the Prospectus and under the caption “The Rights Offering - Distribution Arrangements” in the Prospectus constitute the only information furnished by or on behalf of the Dealer Manager as such information is referred to in Sections 1 and 7 hereof.

9. Termination of Agreement.

(a) This Agreement shall be subject to termination in the absolute discretion of the Dealer Manager, by notice given to the Company prior to the expiration of the Rights Offering, if (i) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement and the Prospectus, there has been any material adverse change or any development involving a prospective material adverse change in the business, properties, management, financial condition or results of operation of the Company, the Adviser or the Administrator, which would, in the Dealer Manager’s judgment, make it impracticable or inadvisable to proceed with the Rights Offering or the sale of the Shares on the terms and in the manner contemplated in the Registration Statement and the Prospectus, (ii) there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the New York Stock Exchange or Nasdaq; (B) a suspension or material limitation in trading in the Company’s securities on Nasdaq; (C) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (E) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (D) or (E) in the Dealer Manager’s judgment makes it impracticable or inadvisable to proceed with the Rights Offering or the sale of the Shares on the terms and in the manner contemplated in the Registration Statement and the Prospectus, (iii) there shall have occurred any downgrading, or any notice or announcement shall have been given or made of (A) any intended or potential downgrading or (B) any watch, review or possible change that does not indicate an affirmation or improvement, in the rating accorded any securities of or guaranteed by the Company by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Securities Act, (iv) the Company has materially breached any of its representations, warranties, agreements or covenants herein, or failed to perform in any material respect its obligations herein, or (v) the Company has amended any material terms of the Rights Offering without the Dealer Manager’s prior consent (which such consent shall not have been unreasonably withheld or delayed).

(b) If this Agreement is terminated pursuant to this Section, such termination shall be without liability of any party to any other party except as provided in Section 7.

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Notices. All communications hereunder will be in writing and effective only on receipt, and, if sent to the Dealer Manager, will be mailed, delivered or telegraphed and confirmed to Ladenburg Thalmann & Co. Inc., 640 Fifth Avenue, New York, NY 10019, 4^th^ Floor, with a copy to Blank Rome LLP, 1271 Avenue of the Americas, New York, NY 10020; if sent to the Company, the Adviser or the Administrator, will be mailed, delivered or telegraphed and confirmed to them at 8 Sound Shore Drive, Suite 255, Greenwich, CT 06830, with a copy to Dechert LLP, 1900 K Street NW, Washington, DC 20006.

11. Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and will inure to the benefit of the officers and directors and controlling persons referred to in Section 7 hereof, and no other person will have any right or obligation hereunder.

12. Governing Law; Construction. This Agreement and any claim, counterclaim or dispute of any kind or nature whatsoever arising out of or in any way relating to this Agreement (“Claim”), directly or indirectly, shall be governed by, and construed in accordance with, the laws of the State of New York without regard to conflict of law principles or rules thereof, to the extent such principles would require or permit the application of the laws of another jurisdiction. The Section headings in this Agreement have been inserted as a matter of convenience of reference and are not a part of this Agreement.

Submission to Jurisdiction. Except as set forth below, no Claim may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in The City and County of New York or in the U.S. District Court for the Southern District of New York, which courts shall have jurisdiction over the adjudication of such matters, and the Company consents to the jurisdiction of such courts and personal service with respect thereto. Each of the Company, the Adviser and the Administrator hereby consents to personal jurisdiction, service and venue in any court in which any Claim arising out of or in any way relating to this Agreement is brought by any third party against the Dealer Manager or any indemnified party. Each of the Dealer Manager, the Adviser, the Administrator and the Company (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates) waives all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. Each of the Company, the Adviser and the Administrator agrees that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the Company, the Adviser and the Administrator and may be enforced in any other courts to the jurisdiction of which the Company, the Adviser or the Administrator is or may be subject, by suit upon such judgment.

Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

15. Merger. This Agreement constitutes the entire agreement between the parties hereto with respect to the transactions contemplated hereby and supersedes any prior agreement with respect to the subject matter hereof whether oral or written.

[Remainder of page intentionally left blank]

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If the foregoing is in accordance with your understanding of our agreement, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement among the Company, the Adviser, the Administrator and the Dealer Manager.

Very truly yours,
OXFORD SQUARE CAPITAL CORP.
By:	/s/ Jonathan H. Cohen
	Name:	Jonathan H. Cohen
	Title:	Chief Executive Officer
OXFORD SQUARE MANAGEMENT, LLC
By: Oxford Funds, LLC, as Managing Member
By:	/s/ Jonathan H. Cohen
	Name:	Jonathan H. Cohen
	Title:	Managing Member
OXFORD FUNDS, LLC
By:	/s/ Jonathan H. Cohen
	Name:	Jonathan H. Cohen
	Title:	Managing Member

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The foregoing Agreement is hereby confirmed and accepted as of the date first above written

LADENBURG THALMANN & CO. INC.

By:	/s/ Jeffrey Caliva
	Name:	Jeffrey Caliva
	Title:	Managing Director

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SCHEDULE A

Dealer Manager Fee

(exceptions to the 4.00% fee)

1.	No Dealer Manager Fee will be paid with respect to the solicitation of the exercise of Rights and a Dealer<br>Manager Fee of 2.00% will be paid with respect to the solicitation of the exercise of the Over-Subscription Privilege, in each case, by<br>each of the following (and their affiliates):

Jonathan H. Cohen

Charles M. Royce

Steven P. Novak

George Stelljes III

Barry A. Osherow

Saul B. Rosenthal

Bruce L. Rubin

Gerald Cummins

Employees of Oxford Funds, LLC

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SCHEDULE B

Lock-Up Agreements

1.	Jonathan H. Cohen
2.	Charles M. Royce
---	---
3.	Steven P. Novak
---	---
4.	George Stelljes III
---	---
5.	Barry A. Osherow
---	---
6.	Saul B. Rosenthal
---	---
7.	Bruce L. Rubin
---	---
8.	Gerald Cummins
---	---

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Exhibit A

OXFORD SQUARE CAPITAL CORP.

Rights Offering for Shares of Common Stock

SOLICITING DEALER AGREEMENT

THE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME,

June 14, 2023, UNLESS EXTENDED

To Securities Dealers and Brokers:

Oxford Square Capital Corp., a Maryland corporation (the “Company”), is issuing to its stockholders of record (“Holders”) at 5:00 p.m. (New York City time) on May 23, 2023 (the “Record Date”) transferable rights (“Rights”) entitling Holders to subscribe for an aggregate of up to 16,633,723 shares (the “Shares”) of common stock, par value $0.01 per share (the “Common Stock”), of the Company upon the terms and subject to the conditions set forth in the Company’s Prospectus (the “Prospectus”), dated May 24, 2023 (the “Offer”). Each such Holder is being issued one Right for each full share of Common Stock owned on the Record Date. Such Rights entitle Holders to acquire during the Subscription Period (as hereinafter defined) at the Subscription Price (as hereinafter defined), one Share for every one Right, on the terms and conditions set forth in such Prospectus. No fractional shares will be issued. Pursuant to the over-subscription privilege in connection with the Offer (the “Over-Subscription Privilege”) Holders who fully exercise all Rights issued to them (other than those which cannot be exercised because they represent the right to acquire less than one Share) may subscribe for additional Shares (the “Remaining Shares”) on the terms and subject to the conditions set forth in the Prospectus, including as to proration. The Subscription Price will be the price per share set forth in the Prospectus. The Subscription Period will commence on May 24, 2023 and end at 5:00 p.m., New York City time on the Expiration Date (the term “Expiration Date” means June 14, 2023 unless the Company shall, in its sole discretion, have extended the period for which the Offer is open, in which event the term “Expiration Date” with respect to the Offer will mean the latest time and date on which the Offer, as so extended by the Company, will expire).

For the duration of the Offer, the Company has authorized, and Ladenburg Thalmann & Co. Inc. (the “Dealer Manager”) have agreed, to reallow a Solicitation Fee to any qualified broker or dealer executing and delivering to the Dealer Manager the Soliciting Dealer Agreement who solicits the exercise of Rights and the Over-Subscription Privilege in connection with the Offer and who complies with the procedures described below (a “Soliciting Dealer”). Upon timely delivery to the Company’s subscription agent (the “Subscription Agent”) for the Offer, of payment for Shares purchased pursuant to the exercise of Rights (including the Over-Subscription Privilege) and of properly completed and executed documentation as set forth in this Soliciting Dealer Agreement, a Soliciting Dealer will be entitled to receive from the Dealer Manager (and not from the Company) the Solicitation Fee equal to 0.5% of the Subscription Price per Share so purchased; provided, however, that (i) no Solicitation Fee will be paid with respect to the solicitation of the exercise of Rights and the Over-Subscription Privilege from any individual or entity set forth on Schedule A hereto and (ii) no payment shall be due with respect to the issuance of any Shares until payment therefor is actually received. A qualified broker or dealer is a broker or dealer which is a member of a registered national securities exchange in the United States or the Financial Industry Regulatory Authority (“FINRA”) or any foreign broker or dealer not eligible for membership who agrees to conform to the FINRA rules in making solicitations in the United States to the same extent as if it were a member thereof.

The Dealer Manager may engage Soliciting Dealers in its discretion and the Dealer Manager shall pay the Solicitation Fees payable to the undersigned Soliciting Dealer, and the Company has agreed to indemnify such Soliciting Dealer on the terms set forth in the Dealer Manager Agreement, dated May 24, 2023 among the Dealer Manager, the Company, Oxford Square Management, LLC and Oxford Funds, LLC (the “Dealer Manager Agreement”). Solicitation and other activities by Soliciting Dealers may be undertaken only in accordance with the applicable rules and regulations of the Securities and Exchange Commission and only in those states and other jurisdictions where such solicitations and other activities may lawfully be undertaken and in accordance with the laws thereof. Compensation will not be paid for solicitations in any state or other jurisdiction in which the opinion of counsel to the Company or counsel to the Dealer Manager, such compensation may not lawfully be paid. No Soliciting Dealer shall be paid Solicitation Fees with respect to Shares purchased pursuant to an exercise of Rights for its own account or for the account of any affiliate of the Soliciting Dealer. No Soliciting Dealer or any other person is authorized by the Company or the Dealer Manager to give any information or make any representations in connection with the Offer other than those contained in the Prospectus and other authorized solicitation material furnished by the Company through the Dealer Manager. No Soliciting Dealer is authorized to act as agent of the Company or the Dealer Manager in any connection or transaction. In addition, nothing herein contained shall constitute the Soliciting Dealers partners with the Dealer Manager or with one another, or agents of the Dealer Manager or of the Company, or create any association between such parties, or shall render the Dealer Manager or the Company liable for the obligations of any Soliciting Dealer. Except as provided above with respect to Solicitation Fees, the Dealer Manager shall be under no liability to make any payment to any Soliciting Dealer, and shall be subject to no other liabilities to any Soliciting Dealer, and no obligations of any sort shall be implied.

In order for a Soliciting Dealer to receive Solicitation Fees, the Subscription Agent must have received from such Soliciting Dealer no later than 5:00 p.m., New York City time, on the Expiration Date, either (i) a properly completed and duly executed Subscription Certificate with respect to Shares purchased pursuant to the exercise of Rights designating the Soliciting Dealer in the applicable portion thereof and full payment for such Shares; or (ii) a Notice of Guaranteed Delivery guaranteeing delivery to the Subscription Agent by close of business on the third business day after the Expiration Date, of (a) a properly completed and duly executed Subscription Certificate designating the Soliciting Dealer in the applicable portion hereof and (b) full payment for such Shares. In the case of a Notice of Guaranteed Delivery, Solicitation Fees will only be paid after delivery in accordance with such Notice of Guaranteed Delivery has been effected. Solicitation Fees will be paid by the Dealer Manager to the Soliciting Dealer by check to an address designated by the Soliciting Dealer below by the tenth business day following each date on which the Company issues Shares after the Expiration Date with respect to which such Subscription Certificates were received.

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All questions as to the form, validity and eligibility (including time of receipt) of this Soliciting Dealer Agreement will be determined by the Dealer Manager, in its sole discretion, which determination shall be final and binding. Unless waived, any irregularities in connection with a Soliciting Dealer Agreement or delivery thereof must be cured within such time as the Company shall determine. None of the Company, the Dealer Manager, the Subscription Agent, the information agent for the Offer, or any other person will be under any duty to give notification of any defects or irregularities in any Soliciting Dealer Agreement or incur any liability for failure to give such notification.

The acceptance of Solicitation Fees from the Dealer Manager by the undersigned Soliciting Dealer shall constitute a representation by such Soliciting Dealer to the Dealer Manager that: (i) it has received and reviewed the Prospectus; (ii) in soliciting purchases of Shares pursuant to the exercise of the Rights, it has complied with the applicable requirements of the Securities Exchange Act of 1934, as amended, and the applicable rules and regulations thereunder (collectively, the “Exchange Act”), any applicable securities laws of any state or jurisdiction where such solicitations were made, and the applicable rules and regulation of any self-regulatory organization or registered national securities exchange; (iii) in soliciting purchases of Shares pursuant to the exercise of the Rights, it has not published, circulated or used any soliciting materials other than the Prospectus and any other authorized solicitation material furnished by the Company through the Dealer Manager; (iv) it has not purported to act as agent of the Company or the Dealer Manager in any connection or transaction relating to the Offer; (v) the information contained in this Soliciting Dealer Agreement is, to its best knowledge, true and complete; (vi) it is not affiliated with the Company; (vii) it will not accept Solicitation Fees paid by the Dealer Manager pursuant to the terms hereof with respect to Shares purchased by the Soliciting Dealer pursuant to an exercise of Rights for its own account; (viii) it will not remit, directly or indirectly, any part of Solicitation Fees paid by the Dealer Manager pursuant to the terms hereof to any beneficial owner of Shares purchased pursuant to the Offer; and (ix) it has agreed to the amount of the Solicitation Fees and the terms and conditions set forth herein with respect to receiving such Solicitation Fees. By returning a Soliciting Dealer Agreement and accepting Solicitation Fees, a Soliciting Dealer will be deemed to have agreed to indemnify and hold harmless the Company, the Dealer Manager, the partners, directors, officers, employees and agents of Company and the Dealer Manager and any person who controls the Company and the Dealer Manager within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act (the “Indemnified Persons”) and the successors and assigns of all of the foregoing persons, from and against any loss, damage, expense, liability or claim (including the reasonable cost of investigation) which, jointly or severally, the Company or the Dealer Manager or any such person may incur under the Securities Act, the Exchange Act, the Investment Company Act, the Advisers Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of or is based upon any action taken by such Soliciting Dealer under this Agreement or any breach of such Soliciting Dealer’s representations made herein and described above. In making the foregoing representations, the Soliciting Dealer is reminded of the possible applicability of the anti-manipulation rules under the Exchange Act if it has bought, sold, dealt in or traded in any Shares for its own account since the commencement of the Offer.

Upon expiration of the Offer, no Solicitation Fees will be payable to Soliciting Dealers with respect to Shares purchased thereafter.

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Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Dealer Manager Agreement or, if not defined therein, in the Prospectus.

This Agreement and any claim, counterclaim or dispute of any kind or nature whatsoever arising out of or in any way relating to this Agreement, directly or indirectly, shall be governed by, and construed in accordance with, the laws of the State of New York.

EACH PARTY HEREBY IRREVOCABLY WAIVES ANY ANDALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDINGS.

Please execute this Soliciting Dealer Agreement below accepting the terms and conditions hereof and confirming that you are a member firm of FINRA or a foreign broker or dealer not eligible for membership who has conformed to the FINRA rules, in making solicitations of the type being undertaken pursuant to the Offer in the United States to the same extent as if you were a member thereof, and certifying that you have solicited the purchase of the Shares pursuant to exercise of the Rights, all as described above, in accordance with the terms and conditions set forth in this Soliciting Dealer Agreement. Please forward two executed copies of this Soliciting Dealer Agreement to Ladenburg Thalmann & Co. Inc., 640 Fifth Avenue, 4^th^ Floor, New York, NY 10019, Attn: ____________________.

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OXFORD SQUARE CAPITAL CORP.

Rights Offering

Expires June 14, 2023

A signed copy of this Soliciting Dealer Agreement will be promptly returned to the Soliciting Dealer at the address set forth below.

Very truly yours,
LADENBURG THALMANN & CO. INC., <br><br>as Dealer Manager
By:
	Name:
	Title:

PLEASE COMPLETE THE INFORMATION BELOW

Printed Firm Name	Address
Contact at Soliciting Dealer
Authorized Signature	Area Code and Telephone Number
Name and Title	Facsimile Number
Dated:

Payment of the Solicitation Fee shall be

mailed by check to the following address:

_____________________________________

EXHIBIT B

Form Of Lock-Up Agreement

May _, 2023

This agreement is being delivered to you in connection with the proposed Dealer Manager Agreement (the “Dealer Manager Agreement”) by and among Ladenburg Thalmann & Co. Inc. (the “Dealer Manager”) and Oxford Square Capital Corp., a Maryland corporation (the “Company”), in connection with a proposed offering of transferable rights (the “Rights Offering”) to subscribe for up to 16,633,723 shares (the “Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”).

To induce the Dealer Manager to continue its efforts in connection with the Rights Offering, the undersigned hereby agrees that, without the prior written consent of the Dealer Manager, it will not, during the period commencing on the date hereof and ending ninety (90) days after the date of the expiration date of the Rights Offering (the “Expiration Date”) (the “Lock-Up Period”), (1) offer, pledge, sell, contract to sell, grant any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (collectively, the “Securities”); or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise.

Notwithstanding the foregoing, the undersigned may transfer Securities without the prior consent of the Dealer Manager in connection with (a) transactions relating to Securities acquired in open market transactions after the completion (and not as part of) the Rights Offering, provided that no filing under Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), shall be required or shall be voluntarily made in connection with subsequent sales of Securities or other securities acquired in such open market transactions, (b) if the undersigned is an individual, transfers of Securities as a bona fide gift, by will or intestacy or to a family member or trust for the benefit of a family member; provided that in the case of any transfer or distribution pursuant to clause (b), (i) each donee or distributee shall sign and deliver a lock-up letter substantially in the form of this letter agreement and (ii) no filing under Section 16(a) of the Exchange Act, reporting a reduction in beneficial ownership of Securities, shall be required or shall be voluntarily made during the Lock-up Period, (c) transfer of Securities to a charity or educational institution, (d) if the undersigned is, or directly or indirectly controls, a corporation, partnership, limited liability company or other business entity, any transfers of Securities to any shareholder, partner or member of, or owner of similar equity interests in, the undersigned, as the case may be, if, in any such case, such transfer is not for value or (e) if the undersigned is a corporation, partnership, limited liability company or other business entity, any transfer of Securities made by the undersigned (i) in connection with the sale or other bona fide transfer in a single transaction of all or substantially all of the undersigned’s capital stock, partnership interests, membership interests or other similar equity interests, as the case may be, or all or substantially all of the undersigned’s assets, in any such case not undertaken for the purpose of avoiding the restrictions imposed by this agreement or (ii) to another corporation, partnership, limited liability company or other business entity so long as the transferee is an affiliate of the undersigned and such transfer is not for value. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the undersigned’s Securities except in compliance with this Agreement.

The undersigned understands that the Company and the Dealer Manager are relying upon this agreement in proceeding toward consummation of the Rights Offering. The undersigned represents and warrants that the undersigned has full power and authority to enter into this agreement. The undersigned agrees that this agreement is irrevocable and that the provisions of this agreement shall be binding also upon the successors, assigns, heirs and legal representatives of the undersigned.

The undersigned understands that, if the Dealer Manager Agreement is not executed on or before May 31, 2023, or if the Dealer Manager Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Shares to be sold thereunder, this agreement shall be void and of no further force or effect.

Whether or not the Rights Offering actually occurs depends on a number of factors, including market conditions.

This agreement shall be governed by and construed in accordance with the laws of the State of New York.

[Signature Page Follows]

Very truly yours,
(Name):
(Address)
Number of Securities Beneficially Owned

Exhibit 4.1

SUBSCRIPTION RIGHTS CERTIFICATE #:

THIS OFFER EXPIRES AT 5:00 P.M.,

NEW YORK CITY TIME, ON JUNE 14, 2023*

OXFORD SQUARE CAPITAL CORP.

SUBSCRIPTION RIGHTS FOR COMMON STOCK

REGISTERED

OWNER:

Each registered holder of this Subscription Rights Certificate (a “Rights Holder”) is entitled to the number of transferable subscription rights (each, a “Right”) to subscribe for the number of shares of common stock, par value $0.01 per share (“CommonStock”), of Oxford Square Capital Corp., a Maryland corporation (the “Company”), as specified herein, on the terms and subject to the conditions set forth in the Company’s prospectus supplement, dated May 24, 2023, as amended and supplemented from time to time, and the accompanying prospectus, dated September 26, 2022 (collectively, the “Prospectus”), which are incorporated herein by reference. Pursuant to the rights offering described in the Prospectus (the “Offering”), each stockholder owning Common Stock of the Company as of 5:00 p.m., New York City time, on May 23, 2023 (such date, the “RecordDate” and, such stockholder, a “Record Date Stockholder”) is entitled to receive one Right for each three outstanding shares of Common Stock owned on the Record Date. The Company will not issue any fractional Rights. Each Rights Holder is entitled to subscribe for one new share of Common Stock for each Right held by such Rights Holder (the “Primary Subscription”) at the subscription price (the “Subscription Price”), to be calculated as described in the Prospectus. The Rights may be exercised at any time during the subscription period, which commences on May 24, 2023 and ends at 5:00 p.m., New York City time, on June 14, 2023, unless extended by the Company in its sole discretion (the “Expiration Date”). Set forth below is the number of Rights evidenced by this Subscription Rights Certificate that the Rights Holder is entitled to exercise pursuant to the Primary Subscription.

If any shares of Common Stock available for purchase in the Offering are not subscribed for by Rights Holders pursuant to the Primary Subscription (“RemainingShares”), a Rights Holder that has exercised fully its Rights pursuant to the Primary Subscription is entitled to subscribe for a number of Remaining Shares, on the terms and subject to the conditions set forth in the Prospectus, including as to pro-ration. We refer to these over-subscription privileges as the “Over-Subscription Privilege.”

THE RIGHTS ARE TRANSFERABLE

The Rights are transferable and are listed on the Nasdaq Global Select Market under the symbol “OXSQR” until and including June 14, 2023 (or, if the Offering is extended, until and including the extended Expiration Date).

Control No:

Cusip No.: 69181V 115

Rights Represented by this SubscriptionRights Certificate:

Maximum Shares Available forPurchase Pursuant to the Primary Subscription:

THE OFFERING IS TERMINABLE BY THE COMPANY

The Company has the ability to terminate the Offering at any time prior to delivery of the Rights or the shares of Common Stock to be issued pursuant to the Offering by giving oral or written notice thereof to the Subscription Agent and making a public announcement thereof.

ESTIMATED SUBSCRIPTION PRICE

The estimated subscription price (the “Estimated Subscription Price”) is $2.87 per share of Common Stock. See also “Method of Exercise of Rights” below. The Estimated Subscription price is based on 92.5% of the volume-weighted average of the sales prices of our shares of common stock on the Nasdaq Global Select Market for the five consecutive trading days preceding May 16, 2023.

THE SUBSCRIPTION PRICE

The Subscription Price for the shares of Common Stock to be issued pursuant to the Offering will be the greater of (1) 92.5% of the volume-weighted average of the sales prices of our shares of common stock on the Nasdaq Global Select Market for the five consecutive trading days preceding June 14, 2023 and (2) 95.0% of our last reported net asset value.

SAMPLE CALCULATION FOR A RECORD DATE STOCKHOLDERWHO OWNS 100 SHARES

PRIMARY SUBSCRIPTION RIGHT (1-FOR-3)

No. of shares held on the Record Date: 100 ÷ 3 = 33 Rights

(1 Right for every 3 shares of Common Stock held on the Record Date)

No. of shares of Common Stock issued assuming full exercise of Primary Subscription:

33 Rights × 1 share per Right = 33 new shares of Common Stock

Total payment based on the Estimated Subscription Price: 33 shares × $2.87 = $94.71

METHOD OF EXERCISE OF RIGHTS

To exercise your Rights, Computershare Trust Company, N.A. (the “Subscription Agent”) must receive, in the manner specified herein, at or prior to 5:00 p.m., New York City Time, on June 14, 2023, unless extended by the Company in its sole discretion, either (A) a properly completed and duly executed Subscription Rights Certificate and a wire or check payable to “Computershare Trust Company, N.A.” for an amount equal to the number of shares of Common Stock subscribed for pursuant to the Primary Subscription and the Over-Subscription Privilege multiplied by the Estimated Subscription Price; or (B) a Notice of Guaranteed Delivery guaranteeing delivery of (i) a properly completed and duly executed Subscription Rights Certificate (which certificate must then be delivered at or prior to 5:00 p.m., New York City time, on the second business day after the Expiration Date or, if the Offering is extended, at or prior to 5:00 p.m., New York City time, on the second business day after the extended Expiration Date) and (ii) a wire or check payable to “Computershare Trust Company, N.A.” for an amount equal to the number of shares of Common Stock subscribed for pursuant to the Primary Subscription and the Over-Subscription Privilege multiplied by the Estimated Subscription Price (which payment must be delivered at or prior to 5:00 p.m., New York City time, on the Expiration Date). Payment must be made in U.S. dollars.

The method of deliveryof this Subscription Rights Certificate and the payment of the Estimated Subscription Price and, if required, any additional payment isat the election and risk of the Rights Holder, but if sent by mail it is recommended that the Subscription Rights Certificate and paymentbe sent by registered mail, properly insured, with return receipt requested, and that a sufficient number of days be allowed to ensuredelivery to the Subscription Agent and clearance of payment prior to 5:00 p.m., New York City time, on the Expiration Date, as it maybe extended. Because uncertified personal checks may take at least five business days to clear, you are strongly urged to pay, or arrangefor payment, by means of wire.

If delivering payment by wire, Rights Holders should direct payment of immediately available funds to the following wire instructions:

Routing number: 026009593
International/Swift code: BOFAUS3N
Bank: Bank of America
Beneficiary Account Name: CINC AAF Rights Offering C
Account Number: 4426226545
Reference: Oxford Rights Offering and Computershare Account Number

If delivering by mail or overnight courier, Rights Holders should direct their Subscription Rights Certificates and payments to the following address:

By mail:	By overnight courier:
Computershare<br><br> <br>Attn: Voluntary Corporate Actions, COY: TICC<br><br> <br>P.O. Box 43011<br><br> <br>Providence, RI 02940-3011	Computershare<br><br> <br>Attn: Voluntary Corporate Actions, COY: TICC<br><br> <br>150 Royall Street, Suite V<br><br> <br>Canton, MA 02021

Because Rights Holders must only pay the Estimated Subscription Price per share to exercise their Rights pursuant to the Offering and the Subscription Price may be higher or lower than the Estimated Subscription Price (and because a Rights Holder may not receive all the shares for which they subscribe pursuant to the Over-Subscription Privilege), Rights Holders may receive a refund or be required to pay an additional amount equal to the difference between the Estimated Subscription Price and the Subscription Price, multiplied by the total number of shares for which they have subscribed and been issued (including pursuant to the Over-Subscription Privilege). Any additional payment required from a Rights Holder must be received by the Subscription Agent within ten business days after the confirmation date in order to receive all the shares of Common Stock subscribed for. Any excess payment to be refunded by the Company to a Rights Holder will be mailed by the Subscription Agent as promptly as practicable. No interest will be paid on any amounts refunded.

Stock certificates will not be issued for shares of the Company’s Common Stock sold in the Offering. Stockholders who are record owners will have the shares they acquire credited to their account with the Company’s transfer agent. Participants in the Company’s dividend reinvestment plan will have any shares that they acquire pursuant to the Offering credited to their stockholder dividend reinvestment accounts in the plan. Stockholders whose shares are held of record by Cede & Co. (“Cede”) or by any other depository or nominee on their behalf or their broker-dealers’ behalf will have any shares that they acquire credited to the account of Cede or the other depository or nominee holder.

A Rights Holder exercising Rights will have no right to rescind their subscription after receipt of their completed Subscription Rights Certificate together with payment for shares or a Notice of Guaranteed Delivery by the Subscription Agent. Rights may be transferred in the same manner and with the same effect as with a negotiable instrument payable to specific persons, by duly completing this Subscription Rights Certificate. Rights Holders should be aware that if they choose to exercise, assign, transfer or sell only part of their Rights, they may not receive a new Subscription Rights Certificate in sufficient time to exercise, assign, transfer or sell the remaining Rights evidenced thereby.

To subscribe for shares of Common Stock pursuant to the Primary Subscription, please complete lines “A” and “C” and Section 1 below. To subscribe for shares of Common Stock pursuant to the Over-Subscription Privilege, please complete lines “A,” “B,” and “C” and Section 1 below. If you want a new Subscription Rights Certificate evidencing any unexercised Rights delivered to you, complete line “D” below. If you want some or all of your unexercised rights transferred to a designated transferee, or to a bank or broker to sell for you, complete line “E” and Section 2 below.

FOR INSTRUCTIONS ON THE USE OF THE SUBSCRIPTION RIGHTS CERTIFICATE, OR FOR A MORE COMPLETE DESCRIPTION OF THE TERMS AND CONDITIONS OF THE OFFERING, PLEASE REFER TO THE PROSPECTUS, WHICH IS INCORPORATED HEREIN BY REFERENCE. COPIES OF THE PROSPECTUS ARE AVAILABLE UPON REQUEST FROM THE INFORMATION AGENT, ALLIANCE ADVISORS, LLC, TOLL-FREE AT (888) 490-5078 OR VIA EMAIL AT OXSQ@ALLIANCEADVISORS.COM.

A. Primary Subscription ___________ × $2.87 = $ (No. of Shares) (Estimated Subscription Price) B. Over-Subscription Privilege* ___________ × $2.87 = $ (No. of Shares) (Estimated Subscription Price) C. Total Amount Enclosed = $ *The Over-Subscription Privilege may only be exercised if the Primary Subscription is exercised in full. D. ☐ Deliver a certificate representing ______________________ unexercised Rights. E. ☐ Transfer ______________________ Rights to the transferee designated in Section 2. SECTION 1. TO SUBSCRIBE: I acknowledge that I have received the Prospectus for the Offering and I hereby irrevocably subscribe for the number of shares of Common Stock indicated as the total of A and B above upon the terms and conditions specified in the Prospectus and incorporated by reference herein. I understand and agree that I will be obligated to pay an additional amount if the Subscription Price as determined on the Expiration Date, as it may be extended, is in excess of the Estimated Subscription Price. I hereby agree that if I fail to pay in full for the shares of Common Stock for which I have subscribed, the Company may exercise any of the remedies provided for in the Prospectus. ______________________________________________ Signature(s) of Subscriber(s) ______________________________________________ Address for delivery of certificate representing unexercised Rights If permanent change of address, check here o Daytime telephone number ( ) Evening telephone number ( ) Email address: ]

SECTION 2. TO TRANSFER RIGHTS (Per Line E): For value received, __________________________ of the Rights represented by this Subscription Certificate are assigned to: ______________________________________________ (Print full name of Assignee and Social Security Number) ______________________________________________ (Print full address) ______________________________________________ (Signature(s) of Assignor(s)) The signature(s) on the Subscription Rights Certificate must correspond with the name(s) of the registered holder(s) exactly as it appears on the Subscription Rights Certificate without any alteration or change whatsoever. In the case of joint registered holders, each person must sign the Subscription Rights Certificate in accordance with the foregoing. If you sign the Subscription Rights Certificate in your capacity as a trustee, executor, administrator, guardian, attorney-in-fact, agent, officer of a corporation or other fiduciary or representative, you must indicate the capacity in which you are signing when you sign and, if requested by the Subscription Agent in its sole and absolute discretion, you must present to the Subscription Agent satisfactory evidence of your authority to sign in that capacity. The signature must be guaranteed by an Eligible Guarantor Institution, as that term is defined in Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended, which may include: (a) a commercial bank or trust company; (b) a member firm of a domestic stock exchange; or (c) a savings bank or credit union. Signature (name of bank or firm): _______________________________ Guaranteed by (signature/title): _______________________________

Please complete all applicable informationand return to:

By mail:	By overnight courier:
Computershare<br><br> <br>Attn: Voluntary Corporate Actions, COY: TICC<br><br> <br>P.O. Box 43011<br><br> <br>Providence, RI 02940-3011	Computershare<br><br> <br>Attn: Voluntary Corporate Actions, COY: TICC<br><br> <br>150 Royall Street, Suite V<br><br> <br>Canton, MA 02021

Any questions regarding this Subscription RightsCertificate and the Offering may be directed to the Information Agent, Alliance Advisors, LLC, toll free at (888) 490-5078 or via emailat oxsq@allianceadvisors.com.

DELIVERY OF THIS SUBSCRIPTION RIGHTS CERTIFICATETO AN ADDRESS OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY.

Exhibit 5.1

1900 K Street, NW<br><br> Washington, DC 20006-1110<br><br> <br>+1 202 261 3300 Main<br><br> <br>+1 202 261 3333 Fax<br><br> <br>www.dechert.com

May 30, 2023

Oxford Square Capital Corp.

8 Sound Shore Drive, Suite 255

Greenwich, Connecticut 06830

Re:	Oxford Square Capital Corp.

Ladies and Gentlemen:

We have acted as counsel to Oxford Square Capital Corp., a Maryland corporation (the “Company”), in connection with the preparation and filing of a Registration Statement on Form N-2 (the “Registration Statement”), as originally declared effective on September 26, 2022, by the U.S. Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), and the prospectus supplement, dated May 24, 2023 (the “Prospectus Supplement” and, together with the base prospectus, dated as of September 26, 2022, included in the Registration Statement, the “Prospectus”) in connection with the issuance of 16,633,723 transferable subscription rights (the “Rights”) to subscribe for up to 16,633,723 shares (the “Shares”) of the Company’s common stock, par value $0.01 per Share (the “Common Stock”), issuable upon exercise of such Rights, filed with the Commission pursuant to Rule 424 and Rule 430B under the Securities Act.

This opinion letter is being furnished to the Company in accordance with the requirements of Item 25 of Form N-2 under the Securities Act, and no opinion is expressed herein as to any matter other than as to the legality of the Rights and the Shares.

In rendering the opinions expressed below, we have examined and relied on originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records and other instruments, agreements, certificates and receipts of public officials, certificates of officers or other representatives of the Company and others, and such other documents as we have deemed necessary or appropriate as a basis for the opinions set forth below, including the following documents:

(i)	the Registration Statement;
(ii)	the Articles of Incorporation of the Company, as amended by the Articles of Amendment thereto, certified as of a recent date by the State Department of Assessments and Taxation of the State of Maryland (“SDAT”);
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(iii)	the Fourth Amended and Restated Bylaws of the Company, certified as of a recent date by the Secretary of the Company;
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(iv)	a form of certificate evidencing the Common Stock;
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(v)	a form of subscription rights certificate evidencing the Rights (the “Subscription Rights Certificate”);
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(vi)	the dealer manager agreement by and among the Company, Oxford Square Management, LLC, Oxford Funds, LLC and Ladenburg Thalmann & Co. Inc. (the “Dealer Manager Agreement”);
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(vii)	a certificate from SDAT as to the existence and good standing of the Company dated as of a recent date (the “Certificate of Good Standing”); and
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(viii)	resolutions of the board of directors of the Company (the “Board of Directors”), or a duly authorized committee thereof, relating to, among other things, the authorization and approval of (a) the preparation and filing of the Registration Statement and Prospectus, (b) the authorization and issuance of the Rights, and (c) the authorization, issuance, offer and sale of the Shares pursuant to the Prospectus.
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As to the facts upon which this opinion is based, we have relied, to the extent we deem proper, upon certificates of public officials and certificates and written statements of agents, officers, directors and representatives of the Company.

May 30, 2023<br><br>Page 2

In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as original documents and the conformity to original documents of all documents submitted to us as copies. In addition, we have assumed (i) the legal capacity of all natural persons, (ii) the legal power and authority of all persons signing on behalf of the parties to such documents, (iii) that the final terms and conditions of the issuance of the Rights are consistent with the descriptions thereof in the Prospectus, (iv) that the Shares issuable upon exercise of the Rights are offered, issued and sold in accordance with the Registration Statement and in accordance with the Subscription Rights Certificate and any other document relating to the rights and obligations of the holders of the Rights, including the Prospectus, or the manner in which the Rights are exercised for the purchase of Shares (and that the Rights and the Subscription Rights Certificate are governed by the laws of the State of New York), and (v) that the Certificate of Good Standing remains accurate and the Registration Statement remains effective at the time of the issuance of the Rights, at all times during the applicable subscription period and at the time of the issuance and sale of the Shares.

On the basis of the foregoing and subject to the assumptions, qualifications and limitations set forth in this letter, we are of the opinion that:

1.	The Rights have been duly authorized and, when the Rights are issued in accordance with the terms of the Registration Statement, the Prospectus and the Subscription Rights Certificate, the Rights will be valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).
2.	The Common Stock, when (a) duly issued and sold upon exercise of the Rights as contemplated by the Registration Statement, the Prospectus Supplement and the Subscription Rights Certificate, (b) delivered to the purchaser or purchasers thereof against receipt by the Company of payment therefor at a price per Share not less than the par value per Share of Common Stock and (c) if applicable, countersigned by the transfer agent, will be validly issued, fully paid and nonassessable.
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The Rights have been duly authorized and, when the Rights are issued in accordance with the terms of the Registration Statement, the Prospectus and the Subscription Rights Certificate, the Rights will be valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).

The Common Stock, when (a) duly issued and sold upon exercise of the Rights as contemplated by the Registration Statement, the Prospectus Supplement and the Subscription Rights Certificate, (b) delivered to the purchaser or purchasers thereof against receipt by the Company of payment therefor at a price per Share not less than the par value per Share of Common Stock and (c) if applicable, countersigned by the transfer agent, will be validly issued, fully paid and nonassessable.

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We express no opinion as to the validity, legally binding effect or enforceability of any provision in any agreement or instrument that (i) requires or relates to payment of any interest at a rate or in an amount which a court may determine in the circumstances under applicable law to be commercially unreasonable or a penalty or forfeiture or (ii) relates to governing law and submission by the parties to the jurisdiction of one or more particular courts.

May 30, 2023<br><br>Page 3

The opinions expressed herein are limited to the Maryland General Corporation Law and, with respect to whether the Rights will constitute valid and binding obligations of the Company, the laws of the State of New York, and we express no opinion as to the effect on the matters covered by this letter of the laws of any other jurisdiction.

We assume no obligation to advise you of any changes in the foregoing subsequent to the date of this opinion.

We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement and to the reference to this firm under the caption “Legal Matters” in the Prospectus which forms a part of the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.

Very truly yours,
/s/ Dechert LLP

Exhibit 99.1

Subscription Agent Agreement

Between

Oxford Square Capital Corp.

And

Computershare Trust Company,N.A.

And

Computershare Inc.

T Subscription Agent Agreement 8822	Page 1

This SUBSCRIPTION AGENT AGREEMENT (this “Agreement”), dated as of May 24, 2023 (the “Effective Date”), is by and between Oxford Square Capital Corp., a Marlyand corporation ("Company"), and Computershare Trust Company, N.A., a federally chartered trust company (“Trust Company”), and Computershare Inc., a Delaware corporation (“Computershare”, and together with Trust Company, “Agent”).

1. Appointment.

1.1 Company is making an offer (the “Subscription Offer”) to issue to holders of record of its outstanding shares of common stock, par value $0.01 per share (the “Common Stock”), at the close of business on May 23, 2023 (the “Record Date”), the right to subscribe for and purchase (each, a “Right”, and collectively, the “Rights”) shares of Common Stock (the “Additional Common Stock”) at a per share purchase price equal to the greater of (1) 92.5% of the volume-weighted average of the sales prices of the Common Stock on the Nasdaq Global Select Market for the five (5) consecutive trading days preceding the Expiration Time (as defined below) and (2) 95.0% of the last reported net asset value per share of the Common Stock (the “Subscription Price”), payable as described on the Subscription Form (as defined below) sent to eligible shareholders, upon the terms and conditions set forth herein. The term “Subscribed” shall mean submitted for purchase from Company by a stockholder in accordance with the terms of the Subscription Offer, and the term “Subscription(s)” shall mean any such submission. Company hereby appoints Agent to act as subscription agent in connection with the Subscription Offer and Agent hereby accepts such appointment in accordance with and subject to the terms and conditions of this Agreement.

1.2 The Subscription Offer will expire at 5:00 p.m. Eastern Time, on June 14, 2023 (the “Expiration Time”), unless Company shall have extended the period of time for which the Subscription Offer is open, in which event the term “Expiration Time” shall mean the latest time and date at which the Subscription Offer, as so extended by Company from time to time, shall expire.

1.3 Company has filed a shelf registration statement relating to the Additional Common Stock with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “1933 Act”), and such registration statement was declared effective on September 26, 2022. On or about May 24, 2023, the Company will file a prospectus supplement to the base prospectus included in the above-referenced shelf registration statement pertaining to the Subscription Offer and the Additional Common Stock with the SEC pursuant to Rule 424 under the 1933 Act (such prospectus supplement and base prospectus are collectively referred to herein as the “Prospectus”). The terms of the Subscription Offer and the Additional Common Stock will be more fully described in the Prospectus.

All terms used and not defined herein shall have the same meaning(s) as in the Prospectus.

T Subscription Agent Agreement 8822	Page 2

1.4 Promptly after the Record Date, Company will furnish Agent with, or will instruct Agent, in its capacity as transfer agent for Company, to prepare, a certified list in a format acceptable to Agent of holders of record of the Common Stock at the Record Date, including each such holder’s name, address, taxpayer identification number (“TIN”), share amount with applicable tax lot detail, any certificate detail and information regarding any applicable account stops or blocks (the “Record Stockholders List”).

1.5 No later than the earlier of (i) forty-five (45) days after the Record Date or (ii) January 15 of the year following the year in which the Record Date occurs, Company shall deliver to Agent written direction on the adjustment of cost basis for covered securities that arise from or are affected by the Subscription Offer in accordance with current Internal Revenue Service regulations (see the Tax Instruction/Cost Basis Information Letter attached hereto as Exhibit B for additional information)

2. Subscription of Rights.

2.1 The Rights entitle the holders to subscribe, upon payment of the Subscription Price, for shares of the Additional Common Stock at the rate of one share for each Right (the “Basic Subscription Privilege”). No fractional Rights will be issued, accordingly, rights can be exercised only in multiples of one.

2.2 If subscribing shareholders who exercise their Rights in full are entitled to exercise an oversubscription right, then Company shall provide Agent with instructions regarding the allocation to such shareholders of the Additional Common Stock after the initial allocation thereof.

2.3 Except as otherwise indicated to Agent by Company in writing, all of the Additional Common Stock delivered hereunder upon the exercise of the Rights will be delivered free of restrictive legends. Company shall, if applicable, inform Agent as soon as possible in advance as to whether any Additional Common Stock issued hereunder is to be issued with restrictive legend(s) and, if so, Company shall provide the appropriate legend(s) and a list identifying the affected shareholders, certificate numbers (if applicable) and share amounts for such affected shareholders.

3. Dutiesof Subscription Agent.

3.1 Agent shall issue the Rights in accordance with this Agreement in the names of the holders of the Common Stock of record on the Record Date, keep such records as are necessary for the purpose of recording such issuance(s), and furnish a copy of such records to Company.

3.2 Promptly after Agent receives the Record Stockholders List, Agent shall:

(a)	mail or cause to be mailed, by first class mail, to each holder of the Common Stock of record<br>on the Record Date whose address of record is within the United States of America and Canada, (i) a subscription form with respect to<br>the Rights to which such stockholder is entitled under the Subscription Offer (the “Subscription Form”), a form of<br>which is attached hereto as Exhibit A, (ii) a copy of the Prospectus and (iii) a return envelope addressed to Agent.
(b)	At the direction of Company, mail or cause to be mailed, to each holder of the Common Stock<br>of record on the Record Date whose address of record is outside the United States of America and Canada, or is an A.P.O. or a F.P.O.<br>address, a copy of the Prospectus. Agent shall refrain from mailing the Subscription Form to any holder of the Common Stock of record<br>on the Record Date whose address of record is outside the United States of America and Canada, or is an A.P.O. or a F.P.O. address, and<br>hold such Subscription Form for the account of such stockholder subject to such stockholder making satisfactory arrangements with Agent<br>for the exercise or other disposition of the Rights described therein, and effect the exercise, sale or delivery of such Rights in accordance<br>with the terms of this Agreement if notice of such arrangements is received at or before 11:00 a.m., Eastern Time, on June 7, 2023. In<br>the event that a request to exercise the Rights is received from such a holder, Agent will consult with Company for instructions as to<br>the number of shares of the Additional Common Stock, if any, Agent is authorized to issue.
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T Subscription Agent Agreement 8822	Page 3
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(c)	Upon request by Company, Agent shall mail or deliver a copy of the Prospectus (i) to each<br>assignee or transferee of the Rights upon receiving appropriate documentation satisfactory to Agent to register the assignment or transfer<br>thereof and (ii) with shares of the Additional Common Stock when such are issued to persons other than the registered holder of the Rights.
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(d)	Agent shall accept Subscriptions upon the due exercise of the Rights (including payment of<br>the Subscription Price) on or prior to the Expiration Time in accordance with the Subscription Form.
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(e)	Agent shall accept Subscriptions, without further authorization or direction from Company,<br>without procuring supporting legal papers or other proof of authority to sign (including, without limitation, proof of appointment of<br>a fiduciary or other person acting in a representative capacity), and without signatures of co-fiduciaries, co-representatives or any<br>other person:
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(i)	If the Right is registered in the name of a fiduciary and the Subscription Form is executed<br>by such fiduciary, provided, that the Additional Common Stock is to be issued in the name of such fiduciary;
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(ii)	If the Right is registered in the name of joint tenants and the Subscription Form is executed<br>by one of the joint tenants, provided, that the Additional Common Stock is to be issued in the names of such joint tenants; or
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(iii)	If the Right is registered in the name of a corporation and the Subscription Form is executed<br>by a person in a manner which appears or purports to be done in the capacity of an officer or agent thereof, provided, that the Additional<br>Common Stock is to be issued in the name of such corporation.
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(f)	Each document received by Agent relating to its duties hereunder shall be dated and time stamped when received at the applicable address(es)<br>as outlined in the offering documents.
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(g)	Agent shall, absent specific and mutually agreed upon instructions between Agent and Company, follow its normal and customary procedures<br>with respect to the acceptance or rejection of all Subscriptions received after the Expiration Time. Subscriptions not authorized to be<br>accepted pursuant to this Section 3 and Subscriptions otherwise failing to comply with the terms and conditions of the Subscription Form<br>will be rejected and returned to the applicable shareholder.
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(h)	Company shall provide an opinion of counsel prior to the Expiration Time to set up a reserve of the Additional Common Stock. The opinion<br>shall state that all of the Additional Common Stock, or the transactions in which they are being issued, as applicable, are:
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(i)	Registered, or subject to a valid exemption from registration, under the 1933 Act, and all appropriate<br>state securities law filings have been made with respect to the Additional Common Stock, or alternatively, that the shares of the Additional<br>Common Stock are “covered securities” under Section 18 of the 1933 Act; and
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(ii)	Validly issued, fully paid and non-assessable.
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T Subscription Agent Agreement 8822	Page 4
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4. Acceptance of Subscriptions.

4.1 Following Agent’s first receipt of Subscriptions, on each business day, or more frequently if reasonably requested as to major tally figures, forward a report by email to brubin@oxfordfunds.com (the “Company Representative”) as to the following information, based upon a preliminary review (and at all times subject to a final determination by Company) as of the close of business on the preceding business day or the most recent practicable time prior to such request, as the case may be: (i) the total number of shares of the Additional Common Stock Subscribed for; (ii) the total number of the Rights sold; (iii) the total number of the Rights partially Subscribed for; (iv) the amount of funds received; and (v) the cumulative totals in categories (i) through (iv), above.

4.2 As promptly as possible following the Expiration Time, advise the Company Representative by email of (i) the number of shares of the Additional Common Stock Subscribed for and (ii) the number of shares of the Additional Common Stock unsubscribed for.

5. Depositof Funds.

5.1 Upon acceptance of a Subscription, all funds accompanying a Subscription and received by Computershare under this Agreement that are to be held by Computershare in the performance of services hereunder (the “Funds”) shall be held by Computershare as agent for Company. Until paid or distributed in accordance with this Agreement, the Funds shall be deposited in one or more bank accounts to be maintained by Computershare in its name as agent for Company. Until paid pursuant to this Agreement, Computershare may hold or invest the Funds through such accounts in: (i) bank accounts, short term certificates of deposit, bank repurchase agreements, and disbursement accounts with commercial banks with Tier 1 capital exceeding $1 billion or with an average rating above investment grade by S&P (LT Local Issuer Credit Rating), Moody’s (Long Term Rating) and Fitch Ratings, Inc. (LT Issuer Default Rating) (each as reported by Bloomberg Finance L.P.), (ii) cash management sweeps to AAA fixed NAV money market funds that comply with Rule 2a-7 of the Investment Company Act of 1940, (iii) funds backed by obligations of, or guaranteed by, the United States of America, municipal securities, or (iv) debt or commercial paper obligations rated A-1 or P-1 or better by S&P Global Inc. (“S&P”) or Moody's Investors Service, Inc. (“Moody’s”), respectively. Agent shall furnish, upon Company’s reasonable request, reports to Company showing the current balances of such accounts. The Funds shall not be used for any purpose that is not expressly provided for in this Agreement.

5.2 Computershare will only draw upon the Funds in such account(s) as required from time to time in order to make the payments for the Additional Common Stock and any applicable tax withholding payments. The Company shall have no responsibility or liability for any diminution of the Funds that may result from any deposit or investment made by Computershare in accordance with this Section 5, excluding any losses resulting from a default by any bank, financial institution or other third party. Computershare may from time to time receive interest, dividends or other earnings in connection with such Funds. Computershare shall not be obligated to pay such interest, dividends or earnings to Company, any holder or any other party.

5.3 Computershare is acting as Agent hereunder and is not a debtor of Company in respect of the Funds.

6. Completion of SubscriptionOffer.

6.1 Upon completion of the Subscription Offer, Agent shall request the transfer agent for the Common Stock to issue the appropriate number of shares of the Additional Common Stock as required in order to effectuate the Subscriptions.

6.2 The Rights shall be issued in registered, book-entry form only. Agent shall keep books and records of the registration, transfer and exchange of the Rights (the “Rights Register”).

T Subscription Agent Agreement 8822	Page 5

6.3 All of the Rights issued upon any registration of transfer or exchange of the Rights shall be the valid obligations of Company, evidencing the same obligations and entitled to the same benefits under this Agreement as the Rights surrendered for such registration of transfer or exchange; provided, that until such transfer or exchange is registered in the Rights Register, Company and Agent may treat the registered holder thereof as the owner for all purposes.

6.4 For so long as this Agreement shall be in effect, Company will reserve for issuance and keep available free from preemptive rights a sufficient number of shares of the Additional Common Stock to permit the exercise in full of all of the Rights issued pursuant to the Subscription Offer.

6.5 Company shall take any and all action, including, without limitation, obtaining the authorization, consent, lack of objection, registration or approval of any governmental authority, or the taking of any other action under the laws of the United States of America or any political subdivision thereof, to insure that all of the shares of the Additional Common Stock issuable upon the exercise of the Rights (subject to payment of the Subscription Price) will be duly and validly issued and fully paid and non-assessable shares of the Common Stock, free from all preemptive rights and taxes, liens, charges and security interests created by or imposed upon Company with respect thereto.

6.6 Company shall, from time to time, take all action necessary or appropriate to obtain and keep effective all registrations, permits, consents and approvals of the SEC and any other governmental agency or authority and make such filings under federal and state laws, which may be necessary or appropriate in connection with the issuance, sale, transfer and delivery of the Rights or the Additional Common Stock issued upon the exercise of the Rights.

7. Procedurefor Discrepancies. Agent shall follow its regular procedures to attempt to reconcile any discrepancies between the number of shares of Additional Common Stock that any Subscription Form may indicate are to be issued to a stockholder upon the exercise of the Rights and the number that the Record Stockholders List indicates may be issued to such stockholder. In any instance where Agent cannot reconcile such discrepancies by following such procedures, Agent will consult with Company for instructions as to the number of shares of Additional Common Stock, if any, Agent is authorized to issue. In the absence of such instructions, Agent is authorized not to issue any shares of Additional Common Stock to such stockholder and will return to the subscribing stockholder (at Agent’s option by either first class mail under a blanket surety bond or insurance protecting Agent and Company from losses or liabilities arising out of the non-receipt or non-delivery of the Subscription Form or by registered mail insured separately for the value of the applicable Rights) to such stockholder’s address as set forth in the Subscription Form, any Subscription Form delivered to Agent, any other documents delivered therewith and a letter explaining the reason for the return of such documents.

8. Procedurefor Deficient Items.

8.1 Agent shall examine the Subscription Form(s) received by it as agent to ascertain whether they appear to have been completed and executed in accordance with the Subscription Offer. In the event that Agent determines that any Subscription Form does not appear to have been properly completed or executed, or to be in proper form, or any other deficiency in connection with the Subscription Form appears to exist, Agent shall follow, where possible, its regular procedures to attempt to cause such irregularity to be corrected. Agent is not authorized to waive any deficiency in connection with the Subscription, unless Company provides written authorization to waive such deficiency.

8.2 If a Subscription Form specifies that shares of the Additional Common Stock are to be issued to a person other than the person in whose name a surrendered Right is registered, Agent will not issue such shares until such Subscription Form has been properly endorsed with the signature guaranteed in a manner acceptable to Agent (or otherwise put in proper form for transfer).

8.3 If any such deficiency is neither corrected nor waived, Agent will return to the subscribing stockholder (at Agent’s option by either first class mail under a blanket surety bond or insurance protecting Agent and Company from losses or liabilities arising out of the non-receipt or non-delivery of the Subscription Form or by registered mail insured separately for the value of the applicable Rights) to such stockholder’s address as set forth in the Subscription Form, any Subscription Form delivered to Agent, any other documents delivered therewith and a letter explaining the reason for the return of such documents.

T Subscription Agent Agreement 8822	Page 6

9. Tax Reporting.

9.1 Agent shall prepare and file with the appropriate governmental agency and mail to each stockholder, as applicable, all appropriate tax information forms, including, but not limited to, Forms 1099-B, covering payments or any other distributions made by Agent pursuant to this Agreement during each calendar year, or any portion thereof, during which Agent performs services hereunder, as described in the attached Exhibit B. Any cost basis or tax adjustments required after the Effective Time will incur additional fees.

9.2 With respect to any surrendering stockholder whose TIN has not been certified as correct, Agent shall deduct and withhold the appropriate backup withholding tax from any payment made to such stockholder pursuant to the Internal Revenue Code.

9.3 Should any issue arise regarding federal income tax reporting or withholding, Agent shall take such reasonable action as Company may reasonably request in writing. Such action may be subject to additional fees.

10. Authorizationsand Protections.

As agent for Company hereunder, Agent:

10.1 Shall have no duties or obligations other than those specifically set forth herein or as may subsequently be agreed to in writing by Agent and Company;

10.2 Shall have no obligation to deliver the Additional Common Stock unless Company shall have provided a sufficient number of shares of the Additional Common Stock to satisfy the exercise of the Rights by holders as set forth hereunder;

10.3 Shall be regarded as making no representations and having no responsibilities as to the validity, sufficiency, value, or genuineness of any certificates, if applicable, or the Rights represented thereby surrendered hereunder or the Additional Common Stock issued in exchange therefor, and will not be required to or be responsible for and will make no representations as to, the validity, sufficiency, value or genuineness of the Subscription Offer;

10.4 Shall not be obligated to take any legal action hereunder; if, however, Agent determines to take any legal action hereunder, and where the taking of such action might, in Agent’s judgment, subject or expose it to any expense or liability, Agent shall not be required to act unless it shall have been furnished with an indemnity satisfactory to it;

10.5 May rely on and shall be fully authorized and protected in acting or failing to act upon any certificate, instrument, opinion, notice, letter, telegram, telex, facsimile transmission or other document or security delivered to Agent and believed by Agent to be genuine and to have been signed by the proper party or parties;

10.6 Shall not be liable or responsible for any recital or statement contained in the Subscription Offer or any other documents relating thereto;

T Subscription Agent Agreement 8822	Page 7

10.7 Shall not be liable or responsible for any failure of the Company or any other party to comply with any of its covenants and obligations relating to the Subscription Offer, including without limitation obligations under applicable securities laws;

10.8 Shall not be liable to any holder of the Rights for any Additional Common Stock or dividends thereon or, if applicable, and any related unclaimed property that has been delivered to a public official pursuant to applicable abandoned property law;

10.9 May, from time to time, rely on instructions provided by Company concerning the services provided hereunder. Further, Agent may apply to any officer or other authorized person of Company for instruction, and may consult with legal counsel for Agent or Company with respect to any matter arising in connection with the services provided hereunder. Agent and its agents and subcontractors shall not be liable and shall be indemnified by Company under Section 11.2 of this Agreement for any action taken or omitted by Agent in reliance upon any Company instructions or upon the advice or opinion of such counsel. Agent shall not be held to have notice of any change of authority of any person, until receipt of written notice thereof from Company;

10.10 May rely on and be fully authorized and protected in acting or failing to act upon (a) any guaranty of signature by an eligible guarantor institution that is a member or participant in the Securities Transfer Agents Medallion Program or other comparable signature guarantee program or insurance program in addition to, or in substitution for, the foregoing; or (b) any law, act, regulation or any interpretation of the same even though such law, act, or regulation may thereafter have been altered, changed, amended or repealed;

10.11 May perform any of its duties hereunder either directly or by or through agents or attorneys and Agent shall not be liable or responsible for any misconduct or negligence on the part of any agent or attorney appointed with reasonable care hereunder; and

10.12 Is not authorized, and shall have no obligation, to pay any brokers, dealers, or soliciting fees to any person.

11. Representations, Warrantiesand Covenants.

11.1 Agent. Agent represents and warrants to Company that:

(a)	Governance. Trust Company is a federally chartered trust company duly organized, validly existing, and in good standing under<br>the laws of the United States and Computershare is a corporation duly organized, validly existing, and in good standing under the laws<br>of the State of Delaware and each has full power, authority and legal right to execute, deliver and perform this Agreement; and
(b)	Compliance with Laws. The execution, delivery and performance of this Agreement by Agent has been duly authorized by all necessary<br>action, constitutes the legal, valid and binding obligation of Agent enforceable against Agent in accordance with its terms, will not<br>require the consent of any third party that has not been given, and will not violate, conflict with or result in the breach of any material<br>term, condition or provision of (A) any existing law, ordinance, or governmental rule or regulation to which Agent is subject, (B) any<br>judgment, order, writ, injunction, decree or award of any court, arbitrator or governmental or regulatory official, body or authority<br>applicable to Agent, (C) Agent’s incorporation documents or by-laws, or (D) any material agreement to which Agent is a party.
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T Subscription Agent Agreement 8822	Page 8
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11.2 Company. Company represents and warrants to Agent that:

(a)	Governance. It is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland,<br>and it has full power, authority and legal right to enter into and perform this Agreement;
(b)	Compliance with Laws. The execution, delivery and performance of this Agreement by Company has been duly authorized by all<br>necessary action, constitutes the legal, valid and binding obligation of Company enforceable against Company in accordance with its terms,<br>will not require the consent of any third party that has not been given, and will not violate, conflict with or result in the breach of<br>any material term, condition or provision of (A) any existing law, ordinance, or governmental rule or regulation to which Company is subject,<br>(B) any judgment, order, writ, injunction, decree or award of any court, arbitrator or governmental or regulatory official, body or authority<br>applicable to Company, (C) Company’s incorporation documents or by-laws, as may be amended from tme to time, (D) any material agreement<br>to which Company is a party, or (E) any applicable stock exchange rules;
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(c)	Securities Laws. A registration statement under the 1933 Act and the Securities Exchange Act of 1934 (the “1934 Act”)<br>has been filed and is currently effective, or will be effective prior to the sale of any Additional Common Stock, and will remain so effective,<br>and all appropriate state securities law filings have been made with respect to all of the Additional Common Stock being offered for sale,<br>except for any shares of Additional Common Stock which are offered in a transaction or series of transactions which are exempt from the<br>registration requirements of the 1933 Act, 1934 Act and state securities laws; Company will promptly notify Agent of any information to<br>the contrary; and
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(d)	Shares. The Additional Common Stock issued and outstanding on the date hereof have been duly authorized, validly issued and<br>are fully paid and are non-assessable; and any Additional Common Stock to be issued hereafter, when issued, shall have been duly authorized,<br>validly issued and fully paid and will be non-assessable.
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12. Indemnification andLimitation of Liability.

12.1 Liability. Agent shall only be liable for any loss or damage determined by a court of competent jurisdiction to be a result of Agent’s bad faith, gross negligence or willful misconduct; provided that any liability of Agent will be limited in the aggregate to the amounts paid hereunder by Company to Agent as fees and charges, but not including reimbursable expenses.

12.2 Indemnity. Company shall indemnify and hold Agent harmless from and against, and Agent shall not be responsible for, any and all losses, claims, damages, costs, charges, penalties and related interest, counsel fees and expenses, payments, expenses and liability (collectively, “Losses”) arising out of or attributable to Agent’s duties under this Agreement or this appointment, including the reasonable costs and expenses of defending itself against any Loss or enforcing this Agreement, except for any liability of Agent as set forth in Section 12.1, above.

13. Damages. Notwithstanding anything in this Agreement to the contrary, neither party shall be liable to the other for any incidental, indirect, special or consequential damages of any nature whatsoever, including, but not limited to, loss of anticipated profits, occasioned by a breach of any provision of this Agreement even if apprised of the possibility of such damages.

T Subscription Agent Agreement 8822	Page 9

14. Confidentiality.

14.1 Definition. “Confidential Information” shall mean any and all technical or business information relating to a party, including, without limitation, financial, marketing and product development information, shareholder data (including any non-public information of such Shareholder), proprietary information, and the terms and conditions (but not the existence) of this Agreement, that is disclosed or otherwise becomes known to the other party or its affiliates, agents or representatives before or during the term of this Agreement. Confidential Information constitutes trade secrets and is of great value to the owner (or its affiliates). Confidential Information shall not include any information that is: (a) already known to the other party or its affiliates at the time of the disclosure; (b) publicly known at the time of the disclosure or becomes publicly known through no wrongful act or failure of the other party; (c) subsequently disclosed to the other party or its affiliates on a non-confidential basis by a third party not having a confidential relationship with the owner and which rightfully acquired such information; or (d) independently developed by one party without access to Confidential Information of the other.

14.2 Use and Disclosure. All Confidential Information of a party will be held in confidence by the other party with at least the same degree of care as such party protects its own confidential or proprietary information of like kind and import, but not less than a reasonable degree of care. Neither party will disclose in any manner Confidential Information of the other party in any form to any person or entity without the other party's prior consent. However, each party may disclose relevant aspects of the other party's Confidential Information to its officers, affiliates, agents, subcontractors and employees to the extent reasonably necessary to perform its duties and obligations under this Agreement and such disclosure is not prohibited by applicable law. Without limiting the foregoing, each party will implement physical and other security measures and controls designed to protect (a) the security and confidentiality of Confidential Information; (b) against any threats or hazards to the security and integrity of Confidential Information; and (c) against any unauthorized access to or use of Confidential Information. To the extent that a party delegates any duties and responsibilities under this Agreement to an agent or other subcontractor, the party ensures that such agent and subcontractor are contractually bound to confidentiality terms consistent with the terms of this Section 14.

14.3 Required or Permitted Disclosure. In the event that any requests or demands are made for the disclosure of Confidential Information, other than requests to Agent for Shareholder records pursuant to standard subpoenas from state or federal government authorities (e.g., divorce and criminal actions), the party receiving such request will promptly notify the other party to secure instructions from an authorized officer of such party as to such request and to enable the other party the opportunity to obtain a protective order or other confidential treatment, unless such notification is otherwise prohibited by law or court order. Each party expressly reserves the right, however, to disclose Confidential Information to any person whenever it is advised by counsel that it may be held liable for the failure to disclose such Confidential Information or if required by law or court order.

14.4 Unauthorized Disclosure. As may be required by law and without limiting any party's rights in respect of a breach of this Section 14, each party will promptly:

(a)	Notify the other party in writing of any unauthorized possession, use or<br>disclosure of the other party's Confidential Information by any person or entity that may become known to such party;
(b)	Furnish to the other party full details of the unauthorized possession,<br>use or disclosure; and
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(c)	Use commercially reasonable efforts to prevent a recurrence of any such<br>unauthorized possession, use or disclosure of Confidential Information.
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14.5 Costs. Each party will bear the costs it incurs as a result of compliance with this Section 14.

15. Compensationand Expenses.

15.1 Company shall pay to Agent compensation in accordance with the fee schedule attached as Exhibit C hereto, together with reimbursement for reasonable fees and disbursements of counsel, regardless of whether any Rights are surrendered to Agent, for Agent’s services hereunder.

15.2 Company shall be charged for certain expenses advanced or incurred by Agent in connection with Agent’s performance of its duties hereunder. Such charges include, but are not limited to, stationery and supplies, such as checks, envelopes and paper stock, as well as any disbursements for telephone and document creation and delivery. While Agent endeavors to maintain such charges (both internal and external) at competitive rates, these charges may not reflect actual out-of-pocket costs, and may include handling charges to cover internal processing and use of Agent’s billing systems.

T Subscription Agent Agreement 8822	Page 10

15.3 If any out-of-proof condition caused by Company or any of its prior agents arises during any terms of this agreement, Company will, promptly upon Agent’s request, provide Agent with funds or shares sufficient to resolve the out-of-proof condition.

15.4 All amounts owed to Agent hereunder are due within thirty (30) days of the invoice date. Delinquent payments are subject to a late payment charge of one and one half percent (1.5%) per month commencing forty-five (45) days from the invoice date. Company agrees to reimburse Agent for any attorney’s fees and any other costs associated with collecting delinquent payments.

15.5 Company is responsible for all taxes, levies, duties, and assessments levied on services purchased under this Agreement (collectively, “Transaction Taxes”). Computershare is responsible for collecting and remitting Transaction Taxes in all jurisdictions in which Computershare is registered to collect such Transaction Taxes. Computershare shall invoice Company for such Transaction Taxes that Computershare is obligated to collect upon the furnishing of services provided hereunder. Company shall pay such Transaction Taxes according to the terms in Section 15.1, above. Computershare shall timely remit to the appropriate governmental authorities all such Transaction Taxes that Computershare collects from Company. To the extent that Company provides Computershare with valid exemption certificates, direct pay permits, or other documentation that exempts Computershare from collecting Transaction Taxes from Company, invoices issued for services hereunder provided after Computershare’s receipt of such certificates, permits, or other documentation will not reflect exempted Transaction Taxes. Computershare is solely responsible for the payment of all personal property taxes, franchise taxes, corporate excise or privilege taxes, property or license taxes, taxes relating to Computershare’s personnel, and taxes based on Computershare’s net income or gross revenues relating to services provided hereunder.

16. Termination. Either party may terminate this Agreement upon thirty (30) days’ prior written notice to the other party. Unless so terminated, this Agreement shall continue in effect until ninety (90) days following the Expiration Time. In the event of such early termination, Company will appoint a successor agent and inform Agent of the name and address of any successor agent so appointed, provided, that no failure by Company to appoint such a successor agent shall affect the termination of this Agreement or the discharge of Agent as agent hereunder. Upon any such termination, Agent shall be relieved and discharged of any further responsibilities with respect to its duties hereunder. Upon payment of all outstanding fees and expenses hereunder, Agent shall promptly forward to Company or its designee any Subscription Forms or other documents relating to the Subscription Offer that Agent may receive after its appointment has so terminated.

17. Assignment. Neither this Agreement nor any rights or obligations hereunder may be assigned by Company or Agent without the written consent of the other; provided, however, that Agent may, without further consent of Company, assign any of its rights and obligations hereunder to any affiliated agent registered under Rule 17Ac2-1 promulgated under the 1934 Act.

**18.**Subcontractorsand Unaffiliated Third Parties.

18.1 Subcontractors. Agent may, without further consent of Company, subcontract with (a) any affiliates, or (b) unaffiliated subcontractors for such services as may be required from time to time (e.g., lost shareholder searches, escheatment, telephone and mailing services); provided, however, that Agent shall be as fully responsible to Company for the acts and omissions of any subcontractor as it is for its own acts and omissions.

T Subscription Agent Agreement 8822	Page 11

18.2 Unaffiliated Third Parties. Nothing herein shall impose any duty upon Agent in connection with or make Agent liable for the actions or omissions to act of unaffiliated third parties (other than subcontractors referenced in Section 18.1, above) such as, by way of example and not limitation, airborne services, delivery services, the U.S. mails, and telecommunication companies, provided, if Agent selected such company, Agent exercised due care in selecting the same.

19. Miscellaneous.

19.1 Notices. All notices, demands and other communications given pursuant to the terms and provisions hereof shall be in writing, shall be deemed effective on the date of receipt, and may be sent by overnight delivery services, or by certified or registered mail, return receipt requested to:

If to Company:	with an additional copy to:
Oxford Square Capital Corp.<br><br> <br>8 Sound Shore Drive, Suite 255<br><br> <br>Greenwich, CT 06830<br><br> <br>brubin@oxfordfunds.com<br><br> <br>Attn: Bruce Rubin	Dechert LLP<br><br> 1900 K Street, NW<br><br> Washington, DC 20006<br><br> Email: harry.pangas@dechert.com<br><br> <br>Attention: Harry S. Pangas

Invoice for fees and services (if different than above):

Oxford Square Capital Corp.

8 Sound Shore Drive, Suite 255

Greenwich, CT 06830

invoices@oxfordfunds.com

Attn: Bruce Rubin

If to Agent:	with an additional copy to:
Computershare Inc.<br><br> <br>480 Washington Blvd., 26th Floor<br><br> <br>Jersey City, NJ 07310<br><br> <br>Attn: Corp Actions Relationship Manager	Computershare Inc.<br><br> <br>150 Royall Street<br><br> <br>Canton, MA 02021<br><br> <br>Attn: Legal Department

Computershare Inc.

150 Royall Street

Canton, MA 02021

Attn: Corp Actions Relationship Manager

19.2 No Expenditure of Funds. No provision of this Agreement shall require Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of its rights if it shall believe in good faith that repayment of such funds or adequate indemnification against such risk or liability is not reasonably assured to it.

19.3 Publicity. Neither party hereto shall issue a news release, public announcement, advertisement, or other form of publicity concerning the existence of this Agreement or the services to be provided hereunder without obtaining the prior written approval of the other party, which may be withheld in the other party’s sole discretion; provided, that Agent may use Company’s name in its customer lists or otherwise as required by law or regulation.

T Subscription Agent Agreement 8822	Page 12

19.4 Successors. All the covenants and provisions of this Agreement by or for the benefit of Company or Agent shall bind and inure to the benefit of their respective successors and assigns hereunder.

19.5 Amendments. This Agreement may be amended or modified by a written amendment executed by the parties hereto and, to the extent required, authorized by a resolution of the Board of Directors of Company.

19.6 Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated and shall be interpreted to give effect to the intent of the parties manifested thereby.

19.7 Governing Law; Jurisdiction. This Agreement shall be governed by the laws of the State of New York, without regard to principles of conflicts of law. The parties hereto irrevocably (a) submit to the non-exclusive jurisdiction of any New York State court sitting in New York City or the United States District Court for the Southern District of New York in any action or proceeding arising out of or relating to this Agreement, (b) waive, to the fullest extent they may effectively do so, any defense based on inconvenient forum, improper venue or lack of jurisdiction to the maintenance of any such action or proceeding, and (c) waive all right to trial by jury in any action, proceeding or counterclaim arising out of this Agreement or the transactions contemplated hereby. Agent shall not be required hereunder to comply with the laws or regulations of any country other than the United States of America or any political subdivision thereof. Agent may consult with foreign counsel, at Company’s expense, to resolve any foreign law issues that may arise as a result of Company or any other party being subject to the laws or regulations of any foreign jurisdiction.

19.8 Force Majeure. Agent will not be liable for any delay or failure in performance when such delay or failure arises from circumstances beyond its reasonable control, including without limitation acts of God, acts of government in its sovereign or contractual capacity, acts of public enemy or terrorists, acts of civil or military authority, war, riots, civil strife, terrorism, blockades, sabotage, rationing, embargoes, epidemics, pandemics, outbreaks of infectious diseases or any other public health crises, earthquakes, fire, flood, other natural disaster, quarantine or any other employee restrictions, power shortages or failures, utility or communication failure or delays, labor disputes, strikes, or shortages, supply shortages, equipment failures, or software malfunctions.

19.9 Third Party Beneficiaries. The provisions of this Agreement are intended to benefit only Agent, Company and their respective permitted successors and assigns. No rights shall be granted to any other person by virtue of this Agreement, and there are no third party beneficiaries hereof.

19.10 Survival. All provisions regarding indemnification, warranty, liability and limits thereon, compensation and expenses and confidentiality and protection of proprietary rights and trade secrets shall survive the termination or expiration of this Agreement.

19.11 Priorities. In the event of any conflict, discrepancy, or ambiguity between the terms and conditions contained in (a) this Agreement, (b) any exhibits, schedules or attachments hereto, and (c) the Subscription Offer, the terms and conditions contained in this Agreement shall take precedence.

19.12 Merger of Agreement. This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereof, whether oral or written.

19.13 No Strict Construction. The parties hereto have participated jointly in the negotiation and drafting of this Agreement. In the event any ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by all parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.

19.14 Descriptive Headings. Descriptive headings contained in this Agreement are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof.

19.15 Counterparts. This Agreement may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. A signature to this Agreement executed and/or transmitted electronically shall have the same authority, effect, and enforceability as an original signature.

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T Subscription Agent Agreement 8822	Page 13

IN WITNESS WHEREOF, the parties hereto have executed this Agreement by their duly authorized officers as of the Effective Date hereof.

Oxford Square Capital Corp.
By:	/s/ Jonathan H. Cohen
Name:	Jonathan H. Cohen
Title:	Chief Executive Officer
COMPUTERSHARE INC. and
COMPUTERSHARE TRUST COMPANY, N.A.
For both entities
By:	/s/ Thomas Borbely
Name:	Thomas Borbely
Title:	Senior Manager, Corporate Actions
Exhibit A	Form of Subscription Form
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Exhibit B	Tax Instruction and Cost Basis Information Letter
Exhibit C	Schedule of Fees
T Subscription Agent Agreement 8822	Page 14
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Exhibit 99.2

200 Broadacres Drive, 3rd Floor<br><br>Bloomfield, NJ 07003<br><br>P: 973.873.7700<br><br>F: 973.338.1430<br><br>www.allianceadvisors.com

MASTER SERVICES AGREEMENT

This agreement (“Agreement”) is made and entered into as of this 5^th^ day of May, 2023 by and between Oxford Square Capital Corp., with an address at 8 Sound Shore Dr., Suite 255, Greenwich, CT 06830 (the “Client”) and Alliance Advisors, LLC, with an address at 200 Broadacres Drive, Bloomfield, New Jersey 07003 (“Alliance”) for Information Agent Services rendered by Alliance to Client.

NOW, THEREFORE, intending to be legally bound, the parties agree as follows:

1.	Services

Client retains Alliance to perform Information Agent Services to secure participation in the Client’s Rights Offering (the “Offer”).

Such services will include:

§	Provide strategic counsel to the Client and its<br>advisors on the execution on the steps to best ensure the success of the Offer
§	Develop a timeline, detailing the logistics and<br>suggested methods for communications regarding the Offer.
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§	Coordinate the ordering and receipt of the Depository<br>Trust Company participant list(s), registered shareholder lists, and if requested, Non-Objecting Beneficial Owner (NOBO) list(s)
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§	If requested, contact the reorganization departments<br>at all banks and brokerage firms to determine the number of holders and quantity of materials needed
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§	If requested, coordinate the printing of sufficient<br>documents for the eligible universe of holders
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§	Complete the mailing of needed offer materials<br>to any registered holder
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§	If requested, distribute the offer material to<br>banks and brokers, and follow up to ensure the correct processing of such by each firm
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§	Establish a dedicated Toll-Free phone number<br>to answer questions, provide assistance and fulfill requests for offer materials
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§	If requested, conduct a strategic outbound call<br>campaign to a pre-determined universe to confirm receipt and understanding of the Offer materials and, to the extent permissible, promote<br>response to the Offer
§	Maintain contact with the bank and broker reorganization<br>departments for ongoing monitoring and reporting of the response to the Offer
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§	Provide feedback to the Client and its advisors<br>as to the response of the Offer
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§	Establish ongoing coordination with the Depositary<br>to ensure that all expected documents are received
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2.	Fees
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(a)	Alliance’s fee for above services shall be $8,500 payable in advance upon execution<br>of this agreement.
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(b)	In addition to the above fees, Alliance will bill the Client for, and Client agrees to pay, additional<br>charges as follows:
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(i)	Standard out-of-pocket expenses including, but<br>not limited to, such charges as broker search notification(s), postage, messengers, warehouse charges, overnight couriers, other expenses<br>incurred by Alliance in obtaining or converting depository participant listings, Independent<br>Advisory Firm recommendations, Institutional Advisory Firm analysis, Institutional data, Intermediary Transmissions & Connectivity<br>(Broadridge, Mediant, etc.), and reasonable and customary charges for data processing, supplies, in-house photocopying, telephone and<br>facsimile usage, and other similar activities.
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(ii)	Both inbound and outgoing calls for record or beneficial owners, including Non-Objecting Beneficial Owners<br>(NOBOs), will be charged at a rate of $6.50 per successful connect and $0.50 per attempt. In addition, directory assistance, research,<br>and householding will be charged at a rate of $1.25 per account. Additional fees that may be incurred including, but not limited to, Proxy<br>Lite, Text Messages, E-mail Messages at a rate of $2.00 each.
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Alliance may require an advance to cover call center charges prior to the commencement of a call campaign and will notify the Client should such advance be required.

3.	Billing and Payment
(a)	The fee described in Section 2(a) and 2(b)(i) are payable in advance, upon the execution of this<br>Agreement or upon the execution of the amendment relating thereto, and Alliance reserves the right not to commence work unless and until<br>such fees are paid in full.
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(b)	All other fees and charges (including the fees described in Section 2(b)(ii) above) will be billed at<br>the conclusion of the Offer, and payment for such fees is due within fifteen (15) calendar days of billing. At times Alliance may request<br>a deposit for estimated out of pocket expenses that exceed $5,000.
(c)	Unpaid balances will bear interest at the lesser of (i) 1.5% per month or (ii) the highest rate allowed<br>under applicable law. If Client has not paid an invoice for more than 90 days, Alliance may refer collection of the unpaid amount to an<br>attorney or collections agency. If Client’s unpaid invoices are referred to an attorney or collections agency, Client shall pay<br>all reasonable attorneys’ fees or collections agency fees.
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(d)	Banks, brokers and proxy intermediaries will be directed to send their invoices directly to the Client<br>for payment.
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4.	Term of Agreement; Alliance’s Right to Terminate
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This Agreement shall expire ten (10) business days after the completion (or termination) of the Offer, Alliance shall have the right to terminate this Agreement prior to that date if:

(a)	Client fails to make timely payment of any fees or expenses as required hereunder;
(b)	Client makes any misrepresentation to Alliance with respect to Client’s financial condition;
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(c)	Client fails to furnish, or fails to furnish in a timely manner, such material and information as Alliance<br>reasonably requires in order to render services hereunder;
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(d)	Alliance cannot undertake the provision of services to Client by reason of a conflict of interest.
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(e)	If Alliance terminates this Agreement by reason of any conflict of interest, Alliance shall refund to Client all sums paid by Client<br>to Alliance hereunder. If Alliance terminates this Agreement for any other reason, Alliance shall be entitled to retain all sums paid<br>by Client to Alliance hereunder; and shall also be entitled to compensation for all work performed, and all expenses incurred by Alliance<br>to the extent that such work and expenses exceed sums paid by Client hereunder. The Client will not be entitled to any refunds for any<br>accrued fees and/or expenses.
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5.	Limitation of Liability
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Alliance’s liability for any act or omission by it in connection with the services rendered, or to be rendered, to Client hereunder shall be limited to the amount, if any, received by Alliance from the Client.

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6.	Confidentiality

Alliance acknowledges its responsibility, both during and after the term of this Agreement, to preserve the confidentiality of any proprietary or confidential information or data developed by Alliance on behalf of Client or disclosed by the Client to Alliance.

The term “Confidential Information” shall not include such information that:

(a)	is or becomes generally available to the public other than as a result of an unauthorized disclosure by<br>Alliance, its officers or employees;
(b)	becomes available to Alliance on a non-confidential basis from a source that is not, to the knowledge<br>of Alliance, prohibited from disclosing such information by a legal, contractual, or fiduciary obligation of such source; or
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(c)	is previously known to Alliance at the time of disclosure.
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7.	Indemnification

It is acknowledged that Alliance cannot undertake to verify facts supplied to it by the Client or factual matters included in material prepared by the Client and approved by the Client. Accordingly, the Client agrees to indemnify and hold Alliance and all its employees harmless against any loss, damage, expense (including, without limitation, reasonable legal and other related fees and expenses), liability or claim arising out of Alliance’s fulfillment of the Agreement (except for any loss, damage, expense, liability or claim resulting out of Alliance’s willful misfeasance, bad faith or gross negligence). At its election, the Client may assume the defense of any such action, with counsel that is acceptable to Alliance, and the Client shall thereafter not be liable to Alliance for any legal expenses incurred by Alliance in connection with the defense of such action, except if counsel retained by the Client for Alliance should subsequently be deemed by Alliance to be unacceptable and such determination is conveyed to the Client. The Client shall not be liable under this Agreement with respect to any settlement made by Alliance without the prior written consent of the Client to such settlement. Alliance hereby agrees to advise the Client of any such liability or claim promptly after receipt of the notice thereof; provided, however, that Alliance’s right to indemnification hereunder shall not be limited by its failure to promptly advise the Client of any such liability or claim, except to the extent that the Client is prejudiced by such failure.

Alliance agrees to indemnify and hold the Client and all of its affiliates, officers, directors and employees harmless against any loss, damage, expense (including, without limitation, reasonable legal and other related fees and expenses), liability or claim arising out of the performance of this Agreement including any liability arising directly from material misstatements or omissions in any and all offer materials prepared by Alliance for distribution to the shareholders of the Client and utilized by Alliance without the written approval of the Client and any and all representations made by Alliance to the extent such representations differ from the offer materials approved by the Client (except for any loss, damage, expense, liability or claim resulting from the Client’s willful misfeasance, bad faith or gross negligence). At its election, Alliance may assume the defense of any such action, with counsel that is acceptable to the Client, and Alliance shall thereafter not be liable to the Client for any legal expenses incurred by the Client in connection with the defense of such action, except if counsel retained by Alliance for the Client should subsequently be deemed by the Client to be unacceptable and such determination is conveyed to Alliance. Alliance shall not be liable under this Agreement with respect to any settlement made by the Client without the prior written consent of Alliance to such settlement. The Client hereby agrees to advise Alliance of any such liability or claim promptly after receipt of the notice thereof; provided, however, that the Client’s right to indemnification hereunder shall not be limited by its failure to promptly advise Alliance of any such liability or claim, except to the extent that Alliance is prejudiced by such failure.

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8.	Assignment

The rights and obligations of Alliance hereunder shall be assignable by Alliance and binding upon and run in favor of Alliance’s successors and assigns.

9.	Complete Agreement

This Agreement is an integrated agreement and contains the entire agreement between the parties. This Agreement may not be modified or amended except in writing signed by all the parties hereto. Except to the extent otherwise set forth herein, this Agreement supersedes and terminates any and all other agreements between the parties, whether or not in writing.

10.	Waiver

The failure of any party to this Agreement to enforce any of its terms, provisions or covenants shall not be construed as a waiver of the same or of the right of such party to enforce the same. Waiver by any party hereto of any breach or default by the other party of any term or provision of this Agreement shall not operate as a waiver of any other breach or default or of any other right or obligation under this Agreement.

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11.	Modification

This Agreement may not be orally cancelled, changed, modified or amended, and no cancellation, change, modification or amendment shall be effective or binding, unless in writing and signed by the parties to this Agreement.

12.	Severability; Survival

In the event any provision of this Agreement is found to be void and unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall nevertheless be binding upon the parties with the same effect as though the void or unenforceable part had been severed and deleted.

13.	Notice

Any notice, request, instruction or other document to be given hereunder by either party hereto to the other shall be in writing, and delivered personally, or sent by certified or registered mail, postage pre-paid, to the address set forth for such party at the head of this Agreement. Any notice so given shall be deemed received when personally delivered or three days after mailing. Any party may change the address to which notices are to be sent by giving notice of such change of address to the other parties in the manner herein provided for giving notice.

In addition to providing notice as set forth above, notices shall also be sent out by e-mail as follows:

If to Alliance:	Peter Casey
	pcasey@allianceadvisors.com
If to Client:	Saul B. Rosenthal
	srosenthal@oxfordfunds.com
14.	Applicable Law; Litigation
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This Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey, applicable to agreements made and to be performed entirely within New Jersey, without regard to New Jersey conflict of law principles.

The parties agree that any litigation with respect to this Agreement, the performance thereof, or the parties’ respective rights and obligations thereunder, shall be brought exclusively in the Superior Court of the State of New Jersey for the County of Passaic or, if subject matter jurisdiction exists, in the United States District Court for the District of New Jersey; and the parties further agree to submit to the personal jurisdiction of those courts in the event of any such litigation.

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15.	Litigation/Investigations

This Agreement does not include time or services required to comply with litigation or regulatory/governmental investigations related to the services. In the event that Alliance is called upon to act as expert or fact witnesses, or to respond to depositions, subpoenas or regulatory inquiry, our charges would be billed at our standard hourly rates.

16.	No Representations

Alliance and the Client represent that, in executing this Agreement, they have not relied upon any representation or statement by the other not set forth in this Agreement with regard to the subject matter, basis or effect of this Agreement or otherwise.

17.	Section Headings

The section headings used in this Agreement are for convenience only, and shall not in any way affect the meaning or interpretation of this Agreement.

18.	Counterparts

This Agreement may be executed in one or more counterparts, each of which shall be deemed to be the original but all of which shall together constitute one and the same instrument.

19.	Execution Authorized

The parties represent and warrant that they have read and understand the foregoing provisions of this Agreement and that they and their respective signatories are fully authorized and competent to execute this Agreement on their behalves.

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and date first set forth above.

	ALLIANCE ADVISORS, LLC		OXFORD SQUARE CAPITAL CORP.
By:	/s/ Peter Casey	By:	/s/ Saul Rosenthal
	Authorized Signature		Authorized Signature
	Peter Casey		Saul Rosenthal
	Name		Name (Type or Print)
	Chief Operating<br>Officer		President
	Title		Title
			5/5/2023
			Date

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