Form POS EX - Post-effective amendment adding exhibits to registration statement [Rule 462(d)]

As filed with the U.S. Securities and Exchange Commission on May 8, 2024

1933 Act File No. 333-269139

1940 Act File No. 811-22974

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-2

x REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

¨ Pre-Effective Amendment No.

x Post-Effective Amendment No. 2

and

x REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

x Amendment No. 48

EAGLE POINT CREDIT COMPANY INC.

(Exact name of Registrant as specified in charter)

600 Steamboat Road, Suite 202
Greenwich, CT 06830

(Address of Principal Executive Offices)

(203) 340-8500

(Registrant’s telephone number, including Area Code)

Thomas P. Majewski
600 Steamboat Road, Suite 202
Greenwich, CT 06830
(Name and address of agent for service)

Copies of Communications to:

Thomas J. Friedmann
Philip T. Hinkle
Dechert LLP
One International Place, 40th Floor
100 Oliver Street
Boston, Massachusetts 02110
(617) 728-7120

Approximate date of proposed public offering: From time to time after the effective date of this Registration Statement.

¨ Check box if the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans.

x Check box if any securities being registered on this Form will be offered on a delayed or continuous basis in reliance on Rule 415 under the Securities Act of 1933 (“Securities Act”), other than securities offered in connection with a dividend reinvestment plan.

x Check box if this Form is a registration statement pursuant to General Instruction A.2 or a post-effective amendment thereto.

¨ Check box if this Form is a registration statement pursuant to General Instruction B or a post-effective amendment thereto that will become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act.

¨ Check box if this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction B to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act.

It is proposed that this filing will become effective (check appropriate box):

¨ when declared effective pursuant to Section 8(c) of the Securities Act.

If appropriate, check the following box:

¨ This [post-effective] amendment designates a new effective date for a previously filed [post-effective amendment] [registration statement].

¨ This Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is:

¨ This Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is:

x This Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is: 333-269139

Check each box that appropriately characterizes the Registrant:

x Registered Closed-End Fund (closed-end company that is registered under the Investment Company Act of 1940 (“Investment Company Act”)).

¨ Business Development Company (closed-end company that intends or has elected to be regulated as a business development company under the Investment Company Act).

¨ Interval Fund (Registered Closed-End Fund or a Business Development Company that makes periodic repurchase offers under Rule 23c-3 under the Investment Company Act).

x A.2 Qualified (qualified to register securities pursuant to General Instruction A.2 of this Form).

x Well-Known Seasoned Issuer (as defined by Rule 405 under the Securities Act).

¨ Emerging Growth Company (as defined by Rule 12b-2 under the Securities Exchange Act of 1934 (“Exchange Act”).

¨ If an Emerging Growth Company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act.

¨ New Registrant (registered or regulated under the Investment Company Act for less than 12 calendar months preceding this filing).

EXPLANATORY NOTE

This Post-Effective Amendment No. 2 to the Registration Statement on Form N-2 (File Nos. 333-269139 and 811-22974) (the “Registration Statement”) of Eagle Point Credit Company Inc. (the “Registrant”) is being filed pursuant to Rule 462(d) under the Securities Act of 1933, as amended (the “Securities Act”), solely for the purpose of adding exhibits to the Registration Statement. Accordingly, this Post-Effective Amendment No. 2 consists only of a facing page, this explanatory note and Part C of the Registration Statement. This Post-Effective Amendment No. 2 does not modify any other part of the Registration Statement and pursuant to Rule 462(d) under the Securities Act, shall become effective immediately upon filing with the Securities and Exchange Commission. The contents of the Registration Statement are hereby incorporated by reference.

PART C — OTHER INFORMATION

ITEM 25. FINANCIAL STATEMENTS AND EXHIBITS

Financial Statements:

The following financial statements of Eagle Point Credit Company Inc. (the “Registrant”) have been incorporated by reference in Part A of the Registration Statement:

Financial Statements for the Period Ended December 31, 2023 (Audited)

Consolidated Statement of Assets and Liabilities

Consolidated Schedule of Investments

Consolidated Statement of Operations

Consolidated Statement of Comprehensive Income

Consolidated Statements of Changes in Net Assets

Consolidated Statement of Cash Flows

Notes to Consolidated Financial Statements

Consolidated Financial Highlights

Supplemental Information

Report of Independent Registered Public Accounting Firm

Exhibits:

(a)(1)		Form of Certificate of Incorporation⁽³⁾
(a)(2)		Certificate of Amendment of Certificate of Incorporation⁽²⁹⁾
(a)(3)		Certificate of Designation for the 7.75% Series A Term Preferred Stock due 2022⁽⁴⁾
(a)(4)		Certificate of Amendment to Certificate of Designation for the 7.75% Series A Term Preferred Stock due 2022⁽¹¹⁾
(a)(5)		Certificate of Designation for the 7.75% Series B Term Preferred Stock due 2026⁽¹¹⁾
(a)(6)		Certificate of Increase of Shares Designated as 7.75% Series B Term Preferred Stock due 2026⁽¹²⁾
(a)(7)		Certificate of Increase of Shares Designated as 7.75% Series B Term Preferred Stock due 2026⁽¹⁴⁾
(a)(8)		Certificate of Designation for the 6.50% Series C Term Preferred Stock due 2031⁽²⁰⁾
(a)(9)		Certificate of Amendment to Certificate of Designation for the 7.75% Series B Term Preferred Stock due 2026⁽²⁰⁾
(a)(10)		Certificate of Designation of 6.75% Series D Preferred Stock⁽²¹⁾
(a)(11)		Certificate of Designation of 8.00% Series F Term Preferred Stock⁽²²⁾
(a)(12)		Certificate of Designation of 7.00% Series AA Convertible and Perpetual Preferred Stock (filed herewith)
(a)(13)		Certificate of Designation of 7.00% Series AB Convertible Perpetual Preferred Stock (filed herewith)
(b)		Second Amended and Restated Bylaws⁽⁹⁾

(c)		Not applicable
(d)(1)		Indenture, dated December 4, 2015, by and between the Registrant and American Stock Transfer & Trust Company, LLC, trustee⁽⁸⁾
(d)(2)		Form of Certificate of Designation for Preferred Stock⁽⁶⁾
(d)(3)		Form of Subscription Certificate⁽⁶⁾
(d)(4)		Form T-1 Statement of Eligibility of American Stock Transfer & Trust Company, LLC, as trustee, with respect to the Form of Indenture⁽²⁷⁾
(d)(5)		Form of Subscription Agent Agreement⁽⁶⁾
(d)(6)		First Supplemental Indenture, dated December 4, 2015, by and between the Registrant and American Stock Transfer & Trust Company, LLC, trustee⁽⁸⁾
(d)(7)		Second Supplemental Indenture, dated August 8, 2017, by and between the Registrant and American Stock Transfer & Trust Company, LLC, trustee⁽¹⁶⁾
(d)(8)		Form T-1 Application to Determine Eligibility of American Stock Transfer & Trust Company, LLC as trustee with respect to the Indenture⁽¹⁵⁾
(d)(9)		Third Supplemental Indenture, dated April 24, 2018, by and between the Registrant and American Stock Transfer & Trust Company, LLC, trustee⁽¹⁸⁾
(d)(10)		Fourth Supplemental Indenture, dated March 25, 2021, by and between the Registrant and American Stock Transfer & Trust Company, LLC, as trustee⁽¹⁹⁾
(d)(11)		Fifth Supplemental Indenture, dated January 24, 2022, by and between the Registrant and American Stock Transfer & Trust Company, LLC, as trustee⁽²³⁾
(e)(1)		Dividend Reinvestment Plan for the Registrant's Common Stock⁽³⁾
(e)(2)		Dividend Reinvestment Plan for the Registrant's Convertible and Perpetual Preferred Stock (filed herewith)
(f)		Not applicable
(g)		Amended and Restated Investment Advisory Agreement, dated May 16, 2017, by and between the Registrant and Eagle Point Credit Management LLC⁽¹³⁾
(h)(1)		Form of Underwriting Agreement for Equity Securities⁽⁶⁾
(h)(2)		Form of Underwriting Agreement for Debt Securities⁽⁶⁾
(h)(3)		Form of Fourth Amended and Restated At Market Issuance Sales Agreement by and among the Registrant, Eagle Point Credit Management LLC, Eagle Point Administration LLC, and B. Riley Securities, Inc.⁽³⁰⁾
(h)(4)		Dealer Manager Agreement, dated March 22, 2024, by and between the Registrant and Eagle Point Securities LLC (filed herewith)
(i)		Not applicable
(j)		Custody Agreement, dated as of July 20, 2016, among the Registrant and Wells Fargo Bank, National Association (assigned to Computershare Trust Company, N.A.)⁽¹⁰⁾
(k)(1)		Form of Administration Agreement by and between the Registrant and Eagle Point Administration LLC⁽¹⁾
(k)(2)		Form of License Agreement between the Registrant and Eagle Point Credit Management LLC⁽²⁾
(k)(3)		Form of Transfer Agency and Registrar Services Agreement between the Registrant and Equiniti Trust Company, LLC (f/k/a American Stock Transfer & Trust Company, LLC)⁽³⁾
(k)(4)		Services Agreement, dated November 1, 2014 by and among SS&C Technologies, Inc., the Registrant, Eagle Point Administration LLC and Eagle Point Credit Management LLC⁽⁴⁾
(k)(5)		Transfer Agency and Service Agreement between the Registrant and Computershare Trust Company, N.A. and Computershare Inc. (filed Transfer A herewith)
(l)(1)		Opinion and Consent of Counsel⁽²⁵⁾
(l)(2)		Opinion and Consent of Counsel⁽³¹⁾
(l)(3)		Opinion and Consent of Counsel⁽³²⁾

(l)(4)		Opinion and Consent of Counsel⁽³³⁾
(l)(5)		Opinion and Consent of Counsel (filed herewith)
(m)		Not applicable
(n)		Consent of Independent Registered Public Accounting Firm⁽²⁸⁾
(o)		Not applicable
(p)		Not applicable
(q)		Not applicable
(r)(1)		Code of Ethics of the Registrant⁽²⁾
(r)(2)		Code of Ethics of Eagle Point Credit Management LLC⁽¹⁷⁾
(s)		Calculation of Filing Fee Tables⁽²⁷⁾
(t)(1)		Form of Prospectus Supplement for Common Stock Offerings⁽⁶⁾
(t)(2)		Form of Prospectus Supplement for Preferred Stock Offerings⁽⁷⁾
(t)(3)		Form of Prospectus Supplement for Subscription Rights Offerings⁽⁶⁾
(t)(4)		Form of Prospectus Supplement for Debt Securities⁽⁷⁾
(t)(5)		Power of Attorney⁽²⁶⁾

	⁽¹⁾	Previously filed on June 6, 2014 with the Registrant’s Registration Statement on Form N-2 (File Nos. 333-196590 and 811-22974) and incorporated by reference herein.
	⁽²⁾	Previously filed on July 7, 2014 with Pre-effective Amendment No. 1 to the Registrant’s Registration Statement on Form N-2 (File Nos. 333-196590 and 811-22974) and incorporated by reference herein.
	⁽³⁾	Previously filed on September 30, 2014 with Pre-effective Amendment No. 4 to the Registrant’s Registration Statement on Form N-2 (File Nos. 333-196590 and 811-22974) and incorporated by reference herein.
	⁽⁴⁾	Previously filed on May 12, 2015 with Pre-effective Amendment No. 2 to the Registrant’s Registration Statement on Form N-2 (File Nos. 333-202914 and 811-22974) and incorporated by reference herein.
	⁽⁵⁾	Previously filed on August 11, 2015 with Pre-effective Amendment No. 2 to the Registrant’s Registration Statement on Form N-2 (File Nos. 333-205540 and 811-22974) and incorporated by reference herein.
	⁽⁶⁾	Previously filed on November 5, 2015 with Pre-effective Amendment No. 4 to the Registrant’s Registration Statement on Form N-2 (File Nos. 333-205540 and 811-22974) and incorporated by reference herein.
	⁽⁷⁾	Previously filed on November 23, 2015 with Pre-effective Amendment No. 5 to the Registrant’s Registration Statement on Form N-2 (File Nos. 333-205540 and 811-22974) and incorporated by reference herein.
	⁽⁸⁾	Previously filed on December 4, 2015 with Post-effective Amendment No. 1 to the Registrant’s Registration Statement on Form N-2 (File Nos. 333-205540 and 811-22974) and incorporated by reference herein.
	⁽⁹⁾	Previously filed on February 29, 2016 with the Registrant’s Semi-Annual Report on Form N-SAR (File No. 811-22974) and incorporated by reference herein.
	⁽¹⁰⁾	Previously filed on August 10, 2016 with Post-effective Amendment No. 5 to the Registrant’s Registration Statement on Form N-2 (File Nos. 333-205540 and 811-22974) and incorporated by reference herein.
	⁽¹¹⁾	Previously filed on October 11, 2016 with the Registrant’s Form 8-A (File Nos. 001-36679) and incorporated by reference herein.
	⁽¹²⁾	Previously filed on December 15, 2016 with Post-effective Amendment No. 10 to the Registrant’s Registration Statement on Form N-2 (File Nos. 333-205540 and 811-22974) and incorporated by reference herein.
	⁽¹³⁾	Previously filed on June 8, 2017 with the Registrant’s Registration Statement on Form N-2 (File Nos. 333-218611 and 811-22974) and incorporated by reference herein.
	⁽¹⁴⁾	Previously filed on July 13, 2017 with Post-effective Amendment No. 2 to the Registrant’s Registration Statement on Form N-2 (File Nos. 333-218611 and 811-22974) and incorporated by reference herein.
	⁽¹⁵⁾	Previously filed on July 31, 2017 as a 305B2 filing (File No. 333-218611) and incorporated by reference herein.
	⁽¹⁶⁾	Previously filed on August 8, 2017 with Post-effective Amendment No. 3 to the Registrant’s Registration Statement on Form N-2 (File Nos. 333-218611 and 811-22974) and incorporated by reference herein.

	⁽¹⁷⁾	Previously filed on January 22, 2018 with Post-effective Amendment No. 4 to the Registrant’s Registration Statement on Form N-2 (File Nos. 333-218611 and 811-22974) and incorporated by reference herein.
	⁽¹⁸⁾	Previously filed on April 24, 2018 with Post-effective Amendment No. 5 to the Registrant’s Registration Statement on Form N-2 (File Nos. 333-218611 and 811-22974) and incorporated by reference herein.
	⁽¹⁹⁾	Previously filed on March 25, 2021 with the Registrant’s Current Report on Form 8-K and incorporated by reference herein.
	⁽²⁰⁾	Previously filed on June 16, 2021 with the Registrant’s Current Report on Form 8-K and incorporated by reference herein.
	⁽²¹⁾	Previously filed on November 24, 2021 with the Registrant’s Current Report on Form 8-K and incorporated by reference herein.
	⁽²²⁾	Previously filed on January 11, 2024 with the Registrant’s Current Report on Form 8-K and incorporated by reference herein.
	⁽²³⁾	Previously filed on January 24, 2022 with the Registrant’s Current Report on Form 8-A and incorporated by reference herein.
	⁽²⁴⁾	Previously filed on December 22, 2021 with Post-effective Amendment No. 4 to the Registrant’s Registration Statement on Form N-2 (File Nos. 333-237586 and 811-22974) and incorporated by reference herein.
	⁽²⁵⁾	Previously filed on January 6, 2023 with the Registrant’s Registration Statement on Form N-2 (File Nos. 333-269139 and 811-22974) and incorporated by reference herein.
	⁽²⁶⁾	Previously filed on May 26, 2023 with the Registrant’s Registration Statement on Form N-2 (File Nos. 333-269139 and 811-22974) and incorporated by reference herein.
	⁽²⁷⁾	Previously filed on June 8, 2023 with Pre-effective Amendment No. 2 to the Registrant’s Registration Statement on Form N-2 (File Nos. 333-269139 and 811-22974) and incorporated by reference herein.
	⁽²⁸⁾	Previously filed on February 22, 2024 with the Registrant’s Annual Report on Form N-CSR (File No. 811-22974) and incorporated by reference herein.
	⁽²⁹⁾	Previously filed on February 22, 2024, with Post-effective Amendment No. 1 to the Registrant's Registration Statement on Form N-2 (File Nos. 333-269139 and 811-22974) and incorporated by reference herein.
	⁽³⁰⁾	Previously filed on February 22, 2024, with Post-effective Amendment No. 1 to the Registrant's Registration Statement on Form N-2 (File Nos. 333-269139 and 811-22974) and incorporated by reference herein.
	⁽³¹⁾	Previously filed on February 22, 2024, with Post-effective Amendment No. 1 to the Registrant's Registration Statement on Form N-2 (File Nos. 333-269139 and 811-22974) and incorporated by reference herein.
	⁽³²⁾	Previously filed on February 22, 2024, with Post-effective Amendment No. 1 to the Registrant's Registration Statement on Form N-2 (File Nos. 333-269139 and 811-22974) and incorporated by reference herein.
	⁽³³⁾	Previously filed on February 22, 2024, with Post-effective Amendment No. 1 to the Registrant's Registration Statement on Form N-2 (File Nos. 333-269139 and 811-22974) and incorporated by reference herein.

ITEM 26. MARKETING ARRANGEMENTS

The information contained under the heading “Plan of Distribution” in the prospectus that forms a part of this Registration Statement is incorporated herein by reference.

ITEM 27. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

SEC registration fee	$	110,200
FINRA filing fee	$	150,500
NYSE listing fee	$	263,633
Rating agency fee	$	200,000
Printing and postage	$	153,000
Legal fees and expenses	$	718,000
Accounting fees and expenses	$	508,000
Miscellaneous	$	21,667
Total	$	2,125,000

Note: Except for the SEC registration fee, the FINRA filing fee and the rating agency fee, all listed amounts are estimates.

ITEM 28. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL

Eagle Point Credit Company Sub (Cayman) Ltd., a Cayman Islands exempted company, is a wholly-owned subsidiary of the Registrant and was included in the Registrant’s consolidated financial statements as of December 31, 2022.

Eagle Point Credit Company Sub II (Cayman) Ltd., a Cayman Islands exempted company, is a wholly-owned subsidiary of the Registrant and was included in the Registrant’s consolidated financial statements as of December 31, 2022.

ITEM 29. NUMBER OF HOLDERS OF SECURITIES

The following table sets forth the number of record holders of each class of the Registrant’s securities as of June 5, 2023:

Title of Class	Number of Record Holders
Common stock, par value $0.001 per share		10
Series C Term Preferred stock, par value $0.001 per share		1
Series D Preferred stock, par value $0.001 per share		1
Unsecured debt		1

ITEM 30. INDEMNIFICATION

Directors and Officers

As permitted by Section 102 of the General Corporation Law of the State of Delaware (the “DGCL”), the Registrant has adopted provisions in its certificate of incorporation, as amended, that limit or eliminate the personal liability of its directors for a breach of their fiduciary duty of care as a director. The duty of care generally requires that, when acting on behalf of the corporation, directors exercise an informed business judgment based on all material information reasonably available to them. Consequently, a director will not be personally liable to the Registrant or its stockholders for monetary damages or breach of fiduciary duty as a director, except for liability for: any breach of the director’s duty of loyalty to the Registrant or its stockholders; any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law; any act related to unlawful stock repurchases, redemptions or other distributions or payment of dividends; or any transaction from which the director derived an improper personal benefit. These limitations of liability do not affect the availability of equitable remedies such as injunctive relief or rescission.

The Registrant’s certificate of incorporation and bylaws provide that all directors, officers, employees and agents of the Registrant shall be entitled to be indemnified by the Registrant to the fullest extent permitted by the DGCL, subject to the requirements of the Investment Company Act of 1940, as amended (the “1940 Act”). Under Section 145 of the DGCL, the Registrant is permitted to offer indemnification to its directors, officers, employees and agents.

Section 145(a) of the DGCL provides, in general, that a corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation), because the person is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of any other enterprise. Such indemnity may be against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding, if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and if, with respect to any criminal action or proceeding, the person did not have reasonable cause to believe the person’s conduct was unlawful.

Section 145(b) of the DGCL provides, in general, that a corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor because the person is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of any other enterprise, against any expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

Section 145(g) of the DGCL provides, in general, that a corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of any other enterprise, against any liability asserted against the person in any such capacity, or arising out of the person’s status as such, regardless of whether the corporation would have the power to indemnify the person against such liability under the provisions of the law. We have obtained liability insurance for the benefit of our directors and officers.

The Registrant has entered into indemnification agreements with its officers and directors. The indemnification agreements are intended to provide the Registrant’s officers and directors the maximum indemnification permitted under Delaware law and the 1940 Act. Each indemnification agreement provides that the Registrant shall indemnify the director who is a party to the agreement (an “Indemnitee”), including the advancement of legal expenses, if, by reason of his or her corporate status, the Indemnitee is, or is threatened to be, made a party to or a witness in any threatened, pending, or completed proceeding, other than a proceeding by or in the right of the Registrant.

Insofar as indemnification for liability arising under the Securities Act of 1933, as amended (the “Securities Act”), may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that, in the opinion of the U.S. Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

Adviser and Administrator

The Investment Advisory Agreement provides that, absent willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of the reckless disregard of its duties and obligations, Eagle Point Credit Management LLC (the “Adviser”) and its officers, managers, agents, employees, controlling persons, members and any other person or entity affiliated with it are entitled to indemnification from the Registrant for any damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) arising from the rendering of the Adviser’s services under the Investment Advisory Agreement or otherwise as an investment adviser of the Registrant.

The Administration Agreement provides that, absent willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of the reckless disregard of its duties and obligations, Eagle Point Administration LLC (the “Administrator”) and its officers, managers, agents, employees, controlling persons, members and any other person or entity affiliated with it are entitled to indemnification from the Registrant for any damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) arising from the rendering of the Administrator’s services under the Administration Agreement or otherwise as administrator for the Registrant.

Distribution Arrangements

The Amended and Restated At Market Issuance Sales Agreement provides that the placement agent agrees to indemnify and hold harmless each of the Registrant, 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 Registrant who signs the Registration Statement and each person, if any, who controls the Registrant, the Adviser and/or the Administrator within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act 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) and expense whatsoever insofar as such loss, claim, damage, liability or expense arises out of or is based upon untrue statements or omissions or alleged untrue statements or omissions to written information relating to such placement agent furnished to the Registrant by such placement agent expressly for use in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment hereof by the Registrant) or in the prospectus (or any supplement thereto) contained in this Registration Statement.

ITEM 31. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER

A description of any other business, profession, vocation or employment of a substantial nature in which the Adviser, and each managing director, director or executive officer of the Adviser, is or has been during the past two fiscal years, engaged in for his or her own account or in the capacity of director, officer, employee, partner or trustee, is set forth in Part A of this Registration Statement in the sections entitled “Management” and “The Adviser and the Administrator.” Additional information regarding the Adviser and its officers and directors is set forth in its Form ADV, as filed with the Securities and Exchange Commission (SEC File No. 801-77721), under the Investment Advisers Act of 1940, as amended, and is incorporated herein by reference.

ITEM 32. LOCATION OF ACCOUNTS AND RECORDS

All accounts, books, and other documents required to be maintained by Section 31(a) of the 1940 Act, and the rules thereunder are maintained at the offices of:

(1)

the Registrant, Eagle Point Credit Company Inc., 600 Steamboat Road, Suite 202, Greenwich, CT 06830;

(2)

the Transfer Agent and Trustee, Equiniti Trust Company, LLC, 55 Challenger Road, Ridgefield Park, NJ 07660;

(3)

the Custodian, Computershare Trust Company, N.A., 9062 Old Annapolis Rd, Columbia, MD 21045; and

(4)

the Adviser, Eagle Point Credit Management LLC, 600 Steamboat Road, Suite 202, Greenwich, CT 06830.

ITEM 33. MANAGEMENT SERVICES

Not applicable.

ITEM 34. UNDERTAKINGS

Not applicable.

The Registrant undertakes:

(a)

to file, during any period in which offers or sales are being made, a post-effective amendment to the registration statement:

(1)

to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(2)

to reflect in the prospectus any facts or events after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.

(3)

to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

Provided, however, that paragraphs a(1), a(2), and a(3) of this section do not apply if the registration statement is filed pursuant to General Instruction A.2 of this Form and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Securities and Exchange Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference into the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

(b)

that, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of those securities at that time shall be deemed to be the initial bona fide offering thereof;

(c)

to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering;

(d)

that, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

(1)

in reliance on Rule 430B:

Each prospectus filed by the Registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (x), or (xi) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or

(2)

each prospectus filed pursuant to Rule 424(b) under the Securities Act of 1933 as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(e)

that, for the purpose of determining liability of the Registrant under the Securities Act of 1933 to any purchaser in the initial distribution of securities: The undersigned Registrant undertakes that in a primary offering of securities of the undersigned Registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to the purchaser:

(1)

any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424 under the Securities Act of 1933;

(2)

free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the undersigned Registrant;

(3)

the portion of any other free writing prospectus or advertisement pursuant to Rule 482 under the Securities Act of 1933 relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and

(4)

any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser.

The Registrant undertakes that:

(a)

for the purpose of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant under Rule 424(b)(1) under the Securities Act of 1933 shall be deemed to be part of this registration statement as of the time it was declared effective; and

(b)

for the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering thereof.

The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference into the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

The Registrant hereby undertakes to send by first class mail or other means designed to ensure equally prompt delivery, within two business days of receipt of a written or oral request, any prospectus or Statement of Additional Information.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, the Registrant has duly caused this Post-Effective Amendment No. 2 to its Registration Statement on Form N-2 to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Greenwich, in the State of Connecticut, on the 6th day of May, 2024.

EAGLE POINT CREDIT COMPANY INC.

	By:	/s/ Thomas P. Majewski
		Name: Thomas P. Majewski
		Title: Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 2 to its Registration Statement on Form N-2 has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date

/s/ Thomas P. Majewski	Chief Executive Officer and Director	May 6, 2024
Thomas P. Majewski	(Principal Executive Officer)

/s/ Kenneth P. Onorio	Chief Financial Officer	May 6, 2024
Kenneth P. Onorio	(Principal Financial and Accounting Officer)

/s/ *	Director	May 6, 2024
James R. Matthews

/s/ *	Director	May 6, 2024
Scott W. Appleby

/s/ *	Director	May 6, 2024
Kevin F. McDonald

/s/ *	Director	May 6, 2024
Paul E. Tramontano

/s/ *	Director	May 6, 2024
Jeffrey L. Weiss

* By:	/s/ Thomas P. Majewski
	Thomas P. Majewski
	Attorney-in-Fact Pursuant to Power of Attorney

Exhibit 99.(a)(12)

CERTIFICATE OF DESIGNATION
OF
7.00% SERIES AA CONVERTIBLE AND PERPETUAL PREFERRED STOCK

OF
EAGLE POINT CREDIT COMPANY INC.

Pursuant to Section 151 of the
General Corporation Law of the State of Delaware

Eagle Point Credit Company Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), certifies that pursuant to the authority contained in its certificate of incorporation (the “Certificate of Incorporation”), and in accordance with the provisions of Section 151 of the General Corporation Law of the State of Delaware (the “DGCL”), the Board of Directors of the Corporation (the “Board of Directors,” which term as used herein shall include any duly authorized committee of the Board of Directors) has duly approved and adopted the following resolution on March 22, 2024:

RESOLVED, that pursuant to the authority vested in the Board of Directors by the Certificate of Incorporation and as set forth in Section 151 of the DGCL, the Board of Directors does hereby approve the designation of 4,000,000 authorized but unissued shares of preferred stock, par value $0.001 per share, with an aggregate liquidation preference of $100,000,000, as 7.00% Series AA Convertible and Perpetual Preferred Stock (the “Series AA Preferred Stock”), having the designations, preferences, relative, participating, optional and other special rights and the qualifications, limitations and restrictions thereof that are set forth in the Certificate of Incorporation and in this resolution as follows:

ARTICLE I
NUMBER OF SHARES; RANKING

1.1. A series of 4,000,000 shares of the preferred stock, par value $0.001 per share, authorized by the Certificate of Incorporation are hereby designated as the Series AA Preferred Stock. Each share of Series AA Preferred Stock shall have such preferences, voting powers, restrictions, limitations as to dividends and distributions, qualifications and terms and conditions of redemption, in addition to those required by applicable law and those that are expressly set forth in the Certificate of Incorporation, as are set forth in this Certificate of Designation. The Series AA Preferred Stock shall constitute a separate series of Capital Stock (as defined below) and each share of Series AA Preferred Stock shall be identical. No fractional shares of Series AA Preferred Stock shall be issued.

1.2. The Series AA Preferred Stock shall rank on parity with (i) shares of the Corporation’s 6.50% Series C Term Preferred Stock due 2031, par value $0.001 per share, (ii) shares of the Corporation’s 6.75% Series D Preferred Stock due 2028, par value $0.001 per share, (iii) shares of the Corporation’s 8.00% Series F Term Preferred Stock due 2029, par value $0.001 per share, (iv) shares of the Corporation’s 7.00% Series AB Convertible and Perpetual Preferred Stock, (v) any other series of preferred stock, whether now or hereafter issued by the Corporation and (vi) any other shares of Capital Stock hereafter authorized and issued by the Corporation of a class having priority over any other class as to distribution of assets or payments of dividends (collectively with the Series AA Preferred Stock, the “Preferred Stock”) as to the payment of dividends and as to the distribution of assets upon dissolution, liquidation or winding up of the affairs of the Corporation. Series AA Preferred Stock shall have preference with respect to the payment of dividends and as to distribution of assets upon dissolution, liquidation or winding up of the affairs of the Corporation over the shares of common stock, par value $0.001 per share (the “Common Stock” and, together with the Preferred Stock, the “Capital Stock”), of the Corporation as set forth herein.

1.3. No individual, partnership, trust, corporation, limited liability company, unincorporated association, joint venture or other entity, or government or any agency or political subdivision thereof (each, a “Person”) in whose name the Series AA Preferred Stock or any other security issued by the Corporation is registered in the registration books of the Corporation maintained by the Corporation’s transfer agent, or any other conversion and paying agent appointed by the Corporation with respect to the Series AA Preferred Stock (the “Conversion and Paying Agent”) or otherwise (such Person, a “Holder”), shall have, solely by reason of being such a Holder, any preemptive or other right to acquire, purchase or subscribe for any shares of Series AA Preferred Stock, shares of other Preferred Stock, shares of Common Stock or other securities of the Corporation that it may hereafter issue or sell.

ARTICLE II
DIVIDENDS AND DISTRIBUTIONS

2.1. The Holders of shares of Series AA Preferred Stock shall be entitled to receive, when, as and if declared by, or under authority granted by, the Board of Directors, out of funds legally available therefor and in preference to dividends and distributions on the Common Stock, cumulative cash dividends and distributions on each share of Series AA Preferred Stock, calculated separately for each Dividend Period (as defined below) at, as of any date, 7.00% per annum (the “Dividend Rate”), computed on the basis of a 360-day year consisting of twelve 30-day months, on an amount equal to $25.00 (the “Liquidation Preference”) for each share of the Series AA Preferred Stock, and no more, payable in cash or in additional shares of Series AA Preferred Stock pursuant to the terms of any dividend reinvestment plan adopted by the Corporation. For each share of Series AA Preferred Stock, (a) if such share is issued before the Record Date (as defined below) for the Dividend Period in which such share is issued, dividends and distributions on such share of Series AA Preferred Stock shall accumulate from the first day of such Dividend Period and (b) if such share is issued after the Record Date for the Dividend Period in which such share is issued, dividends and distributions on such share of Series AA Preferred Stock shall accumulate from the date of issuance of such share. Dividends on all shares of Series AA Preferred Stock shall be payable monthly in arrears as provided in Section 2.2. The amount of dividends payable on shares of the Series AA Preferred Stock will be computed on the basis of actual days elapsed over a 30-day month.

“Dividend Period” means, with respect to each share of Series AA Preferred Stock then Outstanding (as defined below), in the case of the first Dividend Period, the period beginning on and including the first date on which any shares of Series AA Preferred Stock are issued (the “Date of Original Issue”) and ending on, but excluding April 30, 2024 and, for each subsequent Dividend Period, the period beginning on and including the last Dividend Payment Date (as defined below) and ending on, but excluding, the next Dividend Payment Date.

2.2. Declaration and Payment; Dividends in Arrears.

(a) Dividends on shares of the Series AA Preferred Stock with respect to any Dividend Period shall be declared to the Holders of record of such shares as their names shall appear on the registration books of the Corporation at the close of business on the applicable record date, which shall be such date designated by the Board of Directors that is not more than twenty (20) nor less than seven (7) calendar days prior to the Dividend Payment Date with respect to such Dividend Period (each, a “Record Date”).

(b) Dividends declared pursuant to Section 2.1 shall be paid on the last business day of every calendar month (each, a “Dividend Payment Date”) to the Holders of shares of Series AA Preferred Stock as their names appear on the registration books of the Corporation at the close of business on the applicable Record Date for such dividend. If a Dividend Payment Date falls on a non-Business Day (as defined below), the applicable dividend payment will be made on the next Business Day and no additional dividend payment will accrue as a result of such delayed payment.

(c) Dividends in arrears on shares of Series AA Preferred Stock for any past Dividend Period may be declared and paid at any time, without reference to any regular Dividend Payment Date, to the Holders of such shares as their names appear on the registration books of the Corporation on the applicable Record Date. No interest or sum of money in lieu of interest will be payable in respect of any dividend payment or payments on shares of Series AA Preferred Stock which may be in arrears.

2.3. No full dividends and distributions shall be declared or paid on shares of the Series AA Preferred Stock for any Dividend Period or part thereof unless full cumulative dividends and distributions due through the most recent Dividend Payment Dates therefor for all Outstanding shares of Preferred Stock have been or contemporaneously are declared and paid through the most recent Dividend Payment Dates therefor. If full cumulative dividends and distributions due have not been declared and paid on all Outstanding shares of Preferred Stock, any dividends and distributions being declared and paid on the Series AA Preferred Stock will be declared and paid as nearly pro rata as possible in proportion to the respective amounts of dividends and distributions accumulated but unpaid on each such series of Preferred Stock on the relevant dividend payment date for such series. No Holders of shares of Series AA Preferred Stock shall be entitled to any dividends and distributions, whether payable in cash, property or shares, in excess of full cumulative dividends and distributions as provided in this Section 2.3 on the Series AA Preferred Stock.

2.4. For so long as any shares of Series AA Preferred Stock are Outstanding, the Corporation shall not: (x) declare any dividend or other distribution (other than a dividend or distribution paid in shares of Common Stock) in respect of the Common Stock, (y) call for redemption, redeem, purchase or otherwise acquire for consideration any Common Stock, or (z) pay any proceeds of the liquidation of the Corporation in respect of the Common Stock, unless, in each case,

(a) immediately thereafter, the Corporation shall have “asset coverage,” as defined for purposes of Section 18(h) of the Investment Company Act of 1940, as amended, or any successor statute (the “1940 Act”), of at least 200% with respect to all Outstanding senior securities which are stock of the Corporation, including all Outstanding shares of Series AA Preferred Stock (or such other percentage as may in the future be specified in the 1940 Act or by rule, regulation or order of the Securities and Exchange Commission (the “SEC”) as the minimum asset coverage for senior securities which are stock of a closed-end registered investment company), after deducting the amount of such dividend or distribution or redemption or purchase price or liquidation proceeds; and

(b) all cumulative dividends and distributions on all shares of Preferred Stock due on or prior to the date of the applicable dividend, distribution, redemption, purchase or acquisition shall have been declared and paid.

“Outstanding” means, as of any date with respect to a series of Preferred Stock, the number of shares of such series of Preferred Stock theretofore issued by the Corporation except (without duplication): (A) any shares of the applicable series of Preferred Stock theretofore cancelled or redeemed or converted or delivered to the Conversion and Paying Agent for cancellation or redemption or conversion in accordance with the terms hereof and (B) any shares of the applicable series of Preferred Stock as to which the Corporation shall be the Holder or the beneficial owner.

2.5. Any dividend payment made on shares of Series AA Preferred Stock shall first be credited against the dividends and distributions accumulated with respect to the earliest Dividend Period for which dividends and distributions have not been paid.

ARTICLE III
LIQUIDATION RIGHTS

3.1. In the event of any liquidation, dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary, the Holders of shares of Series AA Preferred Stock shall be entitled to receive out of the assets of the Corporation available for distribution to stockholders, after satisfying claims of creditors but before any distribution or payment shall be made in respect of the Common Stock, a liquidation distribution equal to the Liquidation Preference of such shares plus an amount equal to any accumulated, accrued and unpaid dividends thereon to, but excluding, the date of such liquidation distribution, and such Holders shall be entitled to no further participation in any distribution or payment in connection with any such liquidation, dissolution or winding up.

3.2. If, upon any liquidation, dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary, the assets of the Corporation available for distribution among the Holders of all Outstanding shares of Series AA Preferred Stock and any other Outstanding shares of Preferred Stock shall be insufficient to permit the payment in full to such Holders of the amount due as provided in Section 3.1 above and the amounts due upon liquidation with respect to such other Preferred Stock, then such available assets shall be distributed among the Holders of such shares of Series AA Preferred Stock and such other Preferred Stock ratably in proportion to the respective preferential liquidation amounts to which they are entitled. In connection with any liquidation, dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary, unless and until the amount due as provided in Section 3.1 above, has been paid in full to the Holders of such shares, no dividends, distributions or other payments will be made on, and no redemption, purchase or other acquisition by the Corporation will be made by the Corporation in respect of, shares of the Common Stock.

3.3. Neither the sale of all or substantially all of the property or business of the Corporation, nor the merger, consolidation or reorganization of the Corporation into or with any other business or statutory trust, corporation or other entity, nor the merger, consolidation or reorganization of any other business or statutory trust, corporation or other entity into or with the Corporation shall be a dissolution, liquidation or winding up, whether voluntary or involuntary, for the purpose of this ARTICLE III.

ARTICLE IV
ASSET COVERAGE TEST

4.1. Asset Coverage Requirement. For so long as any shares of Series AA Preferred Stock are Outstanding, the Corporation shall have “asset coverage” of a class of senior security which is stock, as defined for purposes of Section 18(h) of the 1940 Act as in effect on the date hereof (“Asset Coverage”), of at least 200% as of the close of business on the last Business Day of any of the three month periods ending March 31, June 30, September 30 or December 31 of each year (each, a “Calendar Quarter”). If the Corporation shall fail to maintain such Asset Coverage as of any time as of which such compliance is required to be determined as aforesaid, the provisions Section 6.4(a) shall be applicable, which provisions shall constitute the sole remedy for the Corporation’s failure to comply with the provisions of this Section 4.1.

ARTICLE V
REDEMPTION

Shares of Series AA Preferred Stock shall be subject to redemption as provided below:

5.1. Optional Redemption upon Death or Disability of Holder.

(a) Beginning on the Date of Original Issue and prior to the Listing Deadline Date (as defined below) designated in connection with a Listing Event (as defined below), upon request by the authorized representative of the beneficial owner (or his or her estate) of any shares of Series AA Preferred Stock who is a natural person (including a natural person who beneficially owns shares of Series AA Preferred Stock through an individual retirement account or personal trust), following the death or disability of the beneficial owner of such shares, the Corporation will, at its option and subject to the restrictions herein, redeem such shares (“Survivor’s Option”); provided that in order to exercise the Survivor’s Option, the beneficial owner (or his or her estate) of shares of Series AA Preferred Stock must have held such shares for a minimum of six (6) months. No conversion fee, including the Holder Optional Conversion Fee, will be charged in connection with the redemption of shares of Series AA Preferred Stock upon the death or disability of a beneficial owner pursuant to this Section 5.1. The Survivor’s Option shall terminate upon the occurrence of a Listing Event.

(b) With respect to any redemption pursuant to this Section 5.1, the Corporation will redeem shares of Series AA Preferred Stock for cash, at a redemption price equal to the Liquidation Preference, plus an amount equal to any accumulated, accrued and unpaid dividends thereon to, but excluding, the date of such redemption.

(c) To be valid, any Survivor’s Option must be exercised by or on behalf of the disabled beneficial owner of Shares of Series AA Preferred Stock or the person who has authority to act on behalf of the deceased beneficial owner of shares of Series AA Preferred Stock (including, without limitation, the personal executor of the deceased beneficial owner or the surviving joint beneficial owner with the deceased beneficial owner) under the laws of the applicable jurisdiction.

(d) The death or disability of a person holding a beneficial ownership interest in any shares of Series AA Preferred Stock as a joint tenant or tenant by the entirety with another person, or as a tenant in common with the deceased or disabled beneficial owner’s spouse, will be deemed the death or disability of a beneficial owner of such shares, and the entirety of the shares so beneficially owned will be eligible for the Survivor’s Option. However, the death or disability of a person holding a beneficial ownership interest any shares of Series AA Preferred Stock as tenant in common with a person other than such deceased beneficial owner’s spouse will be deemed the death or disability of a beneficial owner only with respect to such deceased person’s interest in such shares, and only a corresponding portion of the shares so beneficially owned will be eligible for the Survivor’s Option.

(e) The death or disability of a person who, during his or her lifetime, was entitled to substantially all of the beneficial ownership interests in any shares of Series AA Preferred Stock will be deemed the death or disability of the beneficial owner of those shares for purposes of any Survivor’s Option, regardless of whether that beneficial owner was the registered holder of such shares, if entitlement to those interests can be established to the satisfaction of the Corporation. A beneficial ownership interest will be deemed to exist in typical cases of nominee ownership, ownership under the Uniform Transfers to Minors Act or Uniform Gifts to Minors Act, community property or other joint ownership arrangements between a husband and wife. In addition, a beneficial ownership interest will be deemed to exist in custodial and trust arrangements where one person has all of the beneficial ownership interests in the applicable shares during his or her lifetime.

(f) With respect to any shares of Series AA Preferred Stock held in “street name” through a DTC Participant for which DTC or its nominee is the record holder of the shares, DTC or its nominee, as record holder of the shares, will be the only entity that can exercise any Survivor’s Option for such shares. With respect to any shares of Series AA Preferred Stock held through direct register, the record holder of the shares will be the only entity that can exercise any Survivor’s Option for such shares.

(g) To exercise the Survivor’s Option for any shares of Series AA Preferred Stock, the authorized representative of the deceased or disabled beneficial owner (or his or her estate) must provide to the Corporation or its designee:

(i) appropriate evidence (a) that the deceased or disabled person was the beneficial owner of the shares of Series AA Preferred Stock at the time of death or disability and his or her interest in the shares was owned by the deceased or disabled beneficial owner or his or her estate at least six months prior to the exercise of the Survivor’s Option (b) that the death or disability of the beneficial owner has occurred (including a certificate of death or disability), (c) of the date of death or disability of the beneficial owner, and (d) that the representative has authority to act on behalf of the beneficial owner;

(ii) a written request to exercise the Survivor’s Option signed by the disabled beneficial owner or the authorized representative of the deceased or disabled beneficial owner with the signature guaranteed by a member firm of a registered national securities exchange or of the Financial Industry Regulatory Authority or a commercial bank or trust company having an office or correspondent in the United States;

(iii) if applicable, a properly executed assignment or endorsement;

(iv) tax waivers and any other instruments or documents that the Corporation reasonably requires in order to establish the validity of the beneficial ownership of the shares of Series AA Preferred Stock and the claimant’s entitlement to payment; and

(v) any additional information the Corporation reasonably requires to evidence satisfaction of any conditions to the exercise of any Survivor’s Option or to document beneficial ownership or authority to exercise the Survivor’s Option. In the case of shares held through a broker or nominee, the disabled beneficial owner or authorized representative of the deceased or disabled beneficial owner (or his or her estate) must deliver the foregoing information to the applicable broker or nominee, along with a written instruction to such broker or nominee to exercise the Survivor’s option on behalf of the deceased or disabled beneficial owner (or his or her estate). In turn, the broker or other nominee will deliver each of these items to the Corporation or other nominee, along with evidence satisfactory to the Corporation from the broker or other nominee stating that it represents the deceased or disabled beneficial owner.

(h) The Corporation shall not be obligated to redeem any shares of Series AA Preferred Stock pursuant to this Section 5.1 to the extent that (i) the Corporation does not have sufficient funds available to fund such redemption or (ii) the Corporation is restricted by applicable law, including the asset coverage requirements of the 1940 Act applicable to the Corporation, or by the terms of any then outstanding senior securities of the Corporation from making such redemption.

(i) An otherwise valid election to exercise any Survivor’s Option may not be withdrawn. Each election to exercise any Survivor’s Option will be accepted in the order that elections are received by the Corporation, except for any request the acceptance of which would contravene any of the limitations described in the preceding paragraph. Shares accepted for redemption through the exercise of any Survivor’s Option normally will be redeemed monthly. Each tendered share that is not accepted in any calendar year due to the application of any of the limitations described in the preceding paragraph will be deemed to be tendered in the following calendar year in the order in which all such shares were originally tendered. If any shares tendered through a valid exercise of any Survivor’s Option are not accepted, the Corporation will deliver a notice by first-class mail to the registered holder, at that holder’s last known address as indicated in the Corporation’s shareholder register, that states the reason the shares have not been accepted for redemption.

(j) All other questions regarding the eligibility or validity of any exercise of any Survivor’s Option will be determined by the Corporation, in its sole discretion, which determination will be final and binding on all parties.

ARTICLE VI

CONVERSION

6.1 Defined Terms.

(a) “Conversion Price” means the Current Market Price of the Common Stock; provided, that, for any conversion at the option of the Corporation pursuant to Sections 6.3 and 6.4, if the Corporation has not received stockholder approval under by the 1940 Act to issue shares of Common Stock below net asset value, or “NAV,” in connection with such conversion, as necessary with respect to such conversion, the “Conversion Price” means the net asset value per share of Common Stock at the close of business on the business day immediately preceding the Conversion Date.

(b) “Current Market Price” per share of Common Stock, as of any date of determination, means the arithmetic average of the daily volume weighted average price, or “VWAP,” per share of the Common Stock over each of the five consecutive trading days ending on the Holder Conversion Exercise Date (as defined below) or the Issuer Conversion Exercise Date (as defined below), as the case may be; provided however, if as of any date of determination the Common Stock is not listed or quoted on a national securities exchange or automated quotation system, the Current Market Price shall be determined based on the last quoted bid price for the Common Stock in the over-the-counter market as reported by OTC Markets Group Inc. or any similar organization, or, if that bid price is not available, the market price of the Common Stock on that date as determined by an independent financial advisor retained by the Corporation for such purpose.

(c) “Issuance Reference Date” means, with respect to any share of Series AA Preferred Stock, the date on which such share was originally issued; provided that from time to time the Board of Directors may, without approval of holders of Series AA Preferred Stock, designate a different date as the Issuance Reference Date, provided that such date is not later than the date on which such share of Series AA Preferred Stock was originally issued and not earlier than six months prior to the date on which such share of Series AA Preferred Stock was originally issued. The Board of Directors may cause the Corporation to conduct a mandatory tender, exchange, conversion or other reorganization solely for the purpose of designating a different Issuance Reference Date as permitted hereby, which conversion, combination, exchange or reorganization shall not be deemed to materially and adversely affect the rights, preferences or privileges of Series AA Preferred Stock, notwithstanding that in connection with any such conversion, combination, exchange or reorganization holders may receive cash in lieu of fractional shares, and which conversion, combination, exchange or reorganization shall be effective at such time as approved by the Board of Directors. Series AA Preferred Stock issued pursuant to a dividend reinvestment plan adopted by the Corporation shall, in accordance with the terms of such dividend reinvestment plan, be of the same series and be deemed to have the Issuance Reference Date based on the Issuance Reference Date of the share of Series AA Preferred Stock for which the dividend was declared.

6.2. Holder Optional Conversion.

(a) At any time prior to the listing of the Series AA Preferred Stock on a national securities exchange (which may not occur and is subject to the Board’s discretion) (a “Listing Event”), a holder of Series AA Preferred Stock may require the Corporation to convert such Series AA Preferred Stock pursuant to this Section 6.2 (a “Holder Optional Conversion”).

(b) A holder of Series AA Preferred Stock may exercise a Holder Optional Conversion only by delivering to the Corporation or its designee at any time a written notice to convert stating that the holder elects to convert all or a stated number of their Series AA Preferred Stock (a “Holder Conversion Notice”), subject to any early conversion fee (the “Holder Optional Conversion Fee”) as provided in Section 6.2(j).

(i) the 15th calendar day of the month (provided that if such day is not a Business Day, the Business Day immediately following the 15th calendar day of the month); or

(ii) the last Business Day of the month;

whichever occurs first after a Holder Conversion Notice is duly received by the Corporation or its designee (each such date, a “Holder Conversion Deadline”). Any Holder Conversion Notice received after 5:00 p.m. (Eastern time) on a Holder Conversion Deadline will be effective as of the next Holder Conversion Deadline; provided that in connection with a Listing Event, no Holder Conversion Deadline shall occur after the 30^th calendar day prior the Listing Date (the “Listing Deadline Date”) designated in a Listing Notice (as defined below) (unless the Listing Notice is revoked pursuant to Section 6.5 in which case Holder Conversion Deadline shall recommence), and any Holder Conversion Notice received after 5:00 p.m. (Eastern time) on the final Holder Conversion Deadline before the Listing Deadline Date will be null and void.

(d) For all Series AA Preferred Stock duly submitted for conversion pursuant to a Holder Optional Conversion on or before a Holder Conversion Deadline, the Corporation shall determine the Settlement Amount (as defined below) on any business day after such Holder Conversion Deadline but before the next Holder Conversion Deadline (such date, the “Holder Conversion Exercise Date”) that the Corporation selects in its sole discretion. The “Settlement Amount” means (A) the Liquidation Preference, plus (B) unpaid dividends accrued to, but not including, the Holder Conversion Exercise Date, minus (C) the Holder Optional Conversion Fee applicable on the respective Holder Conversion Deadline, if any.

(e) The Corporation or its designee may, in its sole discretion, allow a holder to revoke their Holder Conversion Notice pursuant to notice of revocation delivered to the Corporation or its designee at any time prior to 5:00 p.m. (Eastern time) on the Business Day immediately preceding the Holder Conversion Exercise Date.

(f) The Corporation shall settle any Holder Optional Conversion by any of the following methods, which it may determine in its sole discretion at any time:

(i) The Corporation will deliver a number of shares of Common Stock calculated using a conversion rate (the “HOC Rate”) equal to (1) the Settlement Amount, divided by (2) the Conversion Price;

(ii) The Corporation will deliver the Settlement Amount in cash; or

(iii) Any combination of Section 6.2(f)(i) and 6.2(f)(ii).

(g) The Corporation shall issue and deliver, or cause to be issued and delivered, to the holder of Series AA Preferred Stock converted pursuant to the Holder Optional Conversion the number of duly authorized and issued, fully paid and nonassessable shares of Common Stock to which the holder of Series AA Preferred Stock so converted shall be entitled, and/or pay an amount of cash to which the holder of Series AA Preferred Stock is entitled, pursuant to this Certificate of Designation.

(h) Series AA Preferred Stock for which a Holder Conversion Notice has been delivered shall not be subject to any conversion by the Corporation pursuant to Section 6.3 or redemption pursuant to Article V occurring after the effective Holder Conversion Deadline.

(i) The right of holders of Series AA Preferred Stock to exercise the Holder Optional Conversion shall terminate in connection with a Listing Event.

(j) The “Holder Optional Conversion Fee” applicable with respect to a share of Series AA Preferred Stock shall be, beginning from the Issuance Reference Date of such share, eight (8) percent of the maximum public offering price disclosed for such share in the prospectus supplement pursuant to which such share was sold prior to the first anniversary of the Issuance Reference Date of such share, six (6) percent of the maximum public offering price disclosed for such share in the prospectus supplement pursuant to which such share was sold on or after the first anniversary but prior to the second anniversary of the Issuance Reference Date of such share, five (5) percent of the maximum public offering price disclosed for such share in the prospectus supplement pursuant to which such share was sold on or after the second anniversary but prior to the third anniversary of the Issuance Reference Date of such share, four (4) percent of the maximum public offering price disclosed for such share in the prospectus supplement pursuant to which such share was sold on or after the third anniversary but prior to the fourth anniversary of the Issuance Reference Date of such share, and zero (0) percent of the maximum public offering price disclosed for such share in the prospectus supplement pursuant to which such share was sold on or after the fourth anniversary of the Issuance Reference Date of such share. The Corporation, in its sole discretion, may waive the Holder Conversion Fee with respect to any conversion of shares of Series AA Preferred Stock by giving public announcement of the terms and duration of such waiver.

6.3 Issuer Optional Conversion.

(a) After the second anniversary of the Issuance Reference Date of a share of Series AA Preferred Stock, or the Date of Original Issue following a Listing Event, the Corporation may cause shares of Series AA Preferred Stock (the “Issuer Conversion Eligible Shares”) to be converted in whole or in part into shares of Common Stock; provided that upon a determination by the Board of Directors, in its sole discretion, that the conversion of Series AA Preferred Stock that are not Issuer Conversion Eligible Shares is necessary to comply with the asset coverage requirements of the 1940 Act applicable to the Corporation, to cause the Corporation to maintain the Corporation’s status as a “regulated investment company” under Subchapter M of the Code, to maintain or enhance one or more of the Corporation’s credit ratings, to help comply with regulatory or other obligations applicable to the Corporation, to achieve a strategic transaction, or to improve the liquidity position of the Corporation (each, a “Permitted Purpose”), the Board of Directors, including a majority of the independent directors, may, in its sole discretion, cause the Corporation to cause shares that are not Issuer Conversion Eligible Shares to be converted in whole or in part into shares of Common Stock. In the case of any conversion of shares that are not Issuer Conversion Eligible Shares pursuant to this Section 6.3(a), the Corporation shall cause the conversion of the minimum number of outstanding Series AA Preferred Stock necessary to achieve the applicable Permitted Purpose, and, if the conversion of all Issuer Conversion Eligible Shares is insufficient in such respect, the Corporation shall cause the conversion of the minimum number of then outstanding shares that are not Issuer Conversion Eligible Shares, together with the conversion of all Issuer Conversion Eligible Shares, necessary to achieve the Permitted Purpose.

(b) At any time or from time to time, the Corporation may cause the Series AA Preferred Stock to be converted pursuant to this Section 6.3 in whole or in part into (x) cash, (y) shares of Common Stock or (z) a combination of cash and Common Stock, in the sole discretion of the Corporation. The Corporation will settle any conversion pursuant to this Section 6.3 by paying or delivering, as the case may be, (A) a number of shares of Common Stock calculated using a conversion rate equal to (1) the Settlement Amount (excluding, for the avoidance of doubt, any Conversion Fee), minus any portion of the Settlement Amount that the Corporation elects to pay in cash, divided by (2) the arithmetic average of the VWAP per share of our common stock over each of the five consecutive trading days ending on the date of the Issuer Optional Conversion, or the “IOC Conversion Price,” and each of the HOC Conversion Price and the OIC Conversion Price, a “Conversion Price” as of the applicable Issuer Conversion Exercise Date so long as (i) the Conversion Price would not represent a discount to the then-current NAV per share of the Common Stock or (ii) the Corporation has or has obtained any required stockholder approval under the 1940 Act to issue the Common Stock below NAV, or (B) if the Conversion Price is at a discount to the then-current NAV per share of the Common Stock and the Corporation does not have or have not obtained any required stockholder approval under the 1940 Act to issue the Common Stock below NAV, a number of shares of the Common Stock calculated using a conversion rate equal to (1) the Settlement Amount minus any portion of the Settlement Amount that the Corporation elect to pay in cash, divided by (2) the NAV per share of the Common Stock as of the close of business on the business day immediately preceding the date of conversion and (C) the portion of the Settlement Amount that the Corporation elects to pay in cash. In case of any conversion pursuant to this Section 6.3 of less than all Series AA Preferred Stock at the time outstanding, the Series AA Preferred Stock to be converted shall be selected pro rata or by lot (subject to the proviso in Section 6.3(a) for conversion of shares that are not Issuer Conversion Eligible Shares).

(c) The right to convert Series AA Preferred Stock pursuant to this Section 6.3 may be exercised by the Corporation only by delivering, upon not less than 30 calendar days prior to the date fixed by the Corporation for the conversion of Series AA Preferred Stock (the “Issuer Conversion Exercise Date”), a written notice to holders of Series AA Preferred Stock stating that the Corporation elects to convert all or a stated number of their Series AA Preferred Stock pursuant to this Section 6.3 (each, an “Issuer Conversion Notice”).

(d) The Corporation shall issue and deliver, or cause to be issued and delivered, to the holder of Series AA Preferred Stock converted pursuant to this Section 6.3 the number of duly authorized and issued, fully paid and nonassessable shares of Common Stock to which the holder of Series AA Preferred Stock so converted shall be entitled, and/or an amount of cash to which the holder of Series AA Preferred Stock is entitled, pursuant to this Certificate of Designation.

(e) Notwithstanding any delivery of an Issuer Conversion Notice, holders may continue to exercise the Holder Optional Conversion pursuant to Section 6.2 for any Holder Conversion Deadline occurring prior to the Issuer Conversion Exercise Date.

6.4 Asset Coverage Conversion.

(a) At any time following the date of issuance of Series AA Preferred Stock, if the Corporation fails to comply with the Asset Coverage requirement as provided in Section 4.1 as of the last Business Day of any Calendar Quarter and such failure is not cured as of the date that is thirty (30) calendar days following the date of filing of the Corporation’s Annual Report on Form N-CSR, Semiannual Report on Form N-CSRS or Reports on Form N-PORT, as applicable (each, an “SEC Report”) with the SEC with respect to such Calendar Quarter (such Business Day, the “Asset Coverage Cure Date”), the Corporation shall, to the extent permitted by the 1940 Act and Delaware law, by the close of business on such Asset Coverage Cure Date, fix a conversion or redemption date and proceed to convert (an “Asset Coverage Conversion”) or redeem (an “Asset Coverage Redemption”), as determined by the Corporation in its sole discretion, in accordance with the terms of such Preferred Stock, a sufficient number of shares of Preferred Stock, which at the Corporation’s sole discretion (to the extent permitted by the 1940 Act and Delaware law) may include any number or proportion of the shares of Series AA Preferred Stock, to enable it to meet the requirements of Section 6.4(b). In the event that any shares of Series AA Preferred Stock then Outstanding are to be converted pursuant to this Section 6.4(a), the Corporation shall settle any Asset Coverage Conversion in the same manner as an Issue Optional Conversion as described in Section 6.3.

(b) On the conversion or redemption date for an Asset Coverage Conversion or Asset Coverage Redemption contemplated by Section 6.4(a), the Corporation shall convert or redeem, as applicable, (x) such number of shares of Preferred Stock (which may include at the Corporation’s discretion any number or proportion of the shares of Series AA Preferred Stock) that, when combined with any debt securities redeemed for failure to maintain the asset coverage required by the indenture governing such securities, the conversion of which, if deemed to have occurred immediately prior to the opening of business on the Asset Coverage Cure Date, would result in the Corporation having Asset Coverage on such Asset Coverage Cure Date of at least 200% (provided, however, that if there is no such minimum number of shares of Series AA Preferred Stock and other shares of Preferred Stock the conversion or redemption of which would have such result, all shares of Series AA Preferred Stock and other shares of Preferred Stock then Outstanding shall be converted or redeemed, as applicable), or (y) if fewer, the maximum number of shares of Preferred Stock that can be converted or redeemed out of funds expected to be legally available therefor in accordance with the Certificate of Incorporation and applicable law, provided, further, that in connection with such Asset Coverage Conversion or Asset Coverage Redemption, the Corporation may at its sole option, but is not required to, convert a sufficient number of shares of Series AA Preferred Stock pursuant to this Section 6.4 that, when aggregated with other shares of Preferred Stock redeemed or converted by the Corporation, would result, if deemed to have occurred immediately prior to the opening of business on the Asset Coverage Cure Date, in the Corporation having Asset Coverage on such Asset Coverage Cure Date of up to and including 285%. The Corporation shall effect such conversion or redemption on the date fixed by the Corporation therefor, which date shall not be later than ninety (90) calendar days after such Asset Coverage Cure Date, except that if the Corporation does not have funds legally available for the conversion or redemption of all of the required number of shares of Series AA Preferred Stock and other shares of Preferred Stock which have been designated to be redeemed or converted or the Corporation otherwise is unable to effect such conversion or redemption on or prior to ninety (90) calendar days after such Asset Coverage Cure Date, the Corporation shall convert or redeem those shares of Series AA Preferred Stock and other shares of Preferred Stock which it was unable to convert or redeem on the earliest practicable date on which it is able to effect such conversion or redemption. If fewer than all of the Outstanding shares of Series AA Preferred Stock are to be converted pursuant to this Section 6.4, the number of shares of Series AA Preferred Stock to be converted shall be converted (A) pro rata among the Outstanding shares of Series AA Preferred Stock or (B) by lot.

6.5 Listing Event. The Corporation may, in its sole discretion, cause the Series AA Preferred Stock to be listed for trading on a national stock exchange. In connection with any Listing Event, the Corporation shall deliver written notice of the Listing Event (the “Listing Notice”) to holders of Series AA Preferred Stock not less than 60 calendar days prior to the date upon which the Series AA Preferred Stock shall be listed on a national stock exchange (the “Listing Date”), specifying the Listing Date, the Listing Deadline Date and the date of the final Holder Conversion Notice Date occurring prior to the Listing Deadline Date. If the Corporation shall fail to cause the Series AA Preferred Stock to be listed on national stock exchange within 30 days after the Listing Date set forth in the Listing Notice, the Listing Notice shall be automatically revoked and the Corporation shall deliver a new Listing Notice not less than 60 calendar days prior to a newly designated Listing Date.

6.6 Effect of Conversion. Any conversion of Series AA Preferred Stock made pursuant to Section 6.2, Section 6.3, or Section 6.4 shall be deemed to have been made at the close of business on the applicable Holder Conversion Exercise Date or Issuer Conversion Exercise Date (together, a “Conversion Date”), and the rights of the holder thereof with respect to the Series AA Preferred Stock being converted shall cease, except that the holder thereof shall thereafter have and retain (i) the right to receive cash or shares of Common Stock in respect of the converted Series AA Preferred Stock, including cash in lieu of fractional shares of Common Stock in accordance with Section 6.7, and (ii) the right to vote such Series AA Preferred Stock in connection with any matters submitted to a vote of the stockholders or to receive distributions with respect to such Series AA Preferred Stock, in either case as to which the applicable record date established by the Board of Directors for determining stockholders entitled to vote on such matter or entitled to receive distributions, as the case may be, shall occur prior to the Conversion Date. The Person(s) entitled to receive the shares of Common Stock upon the conversion of the Series AA Preferred Stock shall be treated for all purposes as having become the record holder of such shares of Common Stock as of the close of business on the Conversion Date.

6.7 No Fractional Shares. No fractional shares of Common Stock shall be issued upon conversion of any Series AA Preferred Stock into Common Stock. In lieu of fractional shares otherwise issuable, each holder will be entitled to receive an amount in cash equal to the fraction of a share of Common Stock multiplied by the Conversion Price applicable to such Conversion Date. In order to determine whether the number of shares of Common Stock to be delivered to a holder upon the conversion of such holder’s Series AA Preferred Stock will include a fractional share, such determination shall be based on the aggregate number of Series AA Preferred Stock of such holder that are being converted on any single Conversion Date. Notwithstanding the foregoing, if on any Conversion Date, the Corporation is prohibited from making any cash distribution pursuant to the 1940 Act or the terms of the Corporation’s senior securities then outstanding, no fractional shares will be issued and no cash in lieu of fractional shares will be paid and the amount of shares of Common Stock to be delivered to a holder upon conversion will be rounded down to the nearest whole share of Common Stock.

ARTICLE VII
VOTING RIGHTS

7.1. One Vote Per Share of Series AA Preferred Stock. Except as otherwise provided in the Certificate of Incorporation or as otherwise required by applicable law, (i) each Holder of shares of Series AA Preferred Stock shall be entitled to one vote for each share of Series AA Preferred Stock held by such Holder on each matter submitted to a vote of stockholders of the Corporation, and (ii) the Holders of Outstanding shares of Preferred Stock, including Outstanding shares of Series AA Preferred Stock, and holders of outstanding shares of Common Stock shall vote together as a single class; provided, however, that the Holders of Outstanding shares of Preferred Stock, including Outstanding shares of Series AA Preferred Stock, shall be entitled, as a class, to the exclusion of the Holders of all other securities and classes of Capital Stock of the Corporation, to elect two Directors of the Corporation at all times. Subject to Section 7.2, the Holders of outstanding shares of Common Stock and Preferred Stock, including shares of Series AA Preferred Stock, voting together as a single class, shall elect the balance of the Directors.

7.2. Voting For Additional Directors.

(a) Voting Period. During any period in which any one or more of the conditions described in clauses (i) or (ii) of this Section 7.2(a) shall exist (such period being referred to herein as a “Voting Period”), the number of Directors constituting the Board of Directors shall be automatically increased by the smallest number that, when added to the two Directors elected exclusively by the Holders of Preferred Stock, including shares of Series AA Preferred Stock, would constitute a majority of the Board of Directors as so increased by such smallest number; and the Holders of Preferred Stock, including Series AA Preferred Stock, shall be entitled, voting as a class on a one-vote-per-share basis (to the exclusion of the Holders of all other securities and classes of Capital Stock of the Corporation), to elect such smallest number of additional Directors, together with the two Directors that such Holders are in any event entitled to elect. A Voting Period shall commence:

(i)

if, at the close of business on any dividend payment date for any Outstanding shares of Preferred Stock including any Outstanding shares of Series AA Preferred Stock, accumulated dividends (whether or not earned or declared) on such Outstanding shares of Preferred Stock equal to at least two (2) full years’ dividends shall be due and unpaid and sufficient cash or specified securities shall not have been deposited with the Conversion and Paying Agent or other applicable paying agent for the payment of such accumulated dividends; or

(ii)

if at any time Holders of shares of Preferred Stock are otherwise entitled under the applicable provisions of the 1940 Act to elect a majority of the Board of Directors.

Upon the termination of a Voting Period, the voting rights described in this Section 7.2(a) shall cease, subject always, however, to the revesting of such voting rights in the Holders of shares of Preferred Stock upon the further occurrence of any of the events described in this Section 7.2(a).

(b) Notice of Special Meeting. As soon as practicable after the accrual of any right of the Holders of shares of Preferred Stock to elect additional Directors as described in Section 7.2(a), the Corporation shall call a special meeting of such Holders and notify the Conversion and Paying Agent and/or such other Person as is specified in the terms of such Preferred Stock to receive notice (i) by mailing or delivery by Electronic Means or (ii) in such other manner and by such other means as are specified in the terms of such Preferred Stock, a notice of such special meeting to such Holders, such meeting to be held not less than ten (10) nor more than thirty (30) calendar days after the date of the delivery by Electronic Means or mailing of such notice. If the Corporation fails to call such a special meeting, it may be called at the expense of the Corporation by any such Holder on like notice. The record date for determining the Holders of shares of Preferred Stock entitled to notice of and to vote at such special meeting shall be the close of business on the Business Day preceding the calendar day on which such notice is mailed. At any such special meeting and at each meeting of Holders of shares of Preferred Stock held during a Voting Period at which Directors are to be elected, such Holders, voting together as a class (to the exclusion of the Holders of all other securities and classes of Capital Stock of the Corporation), shall be entitled to elect the number of Directors prescribed in Section 7.2(a) on a one-vote-per-share basis.

(c) Terms of Office of Existing Directors. The terms of office of the incumbent Directors of the Corporation at the time of a special meeting of Holders of the shares of Preferred Stock to elect additional Directors in accordance with Section 7.2(a) shall not be affected by the election at such meeting by the Holders of shares of Series AA Preferred Stock and such other Holders of shares of Preferred Stock of the number of Directors that they are entitled to elect, and the Directors so elected by the Holders of shares of Series AA Preferred Stock and such other Holders of shares of Preferred Stock, together with the two (2) Directors elected by the Holders of shares of Preferred Stock in accordance with Section 7.1 hereof and the remaining Directors elected by the Holders of the shares of Common Stock and Preferred Stock, shall constitute the duly elected Directors of the Corporation.

(d) Terms of Office of Certain Directors to Terminate Upon Termination of Voting Period. Simultaneously with the termination of a Voting Period, the terms of office of the additional Directors elected by the Holders of the shares of Preferred Stock pursuant to Section 7.2(a) shall terminate, the remaining Directors shall constitute the Directors of the Corporation and the voting rights of the Holders of shares of Preferred Stock to elect additional Directors pursuant to Section 7.2(a) shall cease, subject to the provisions of the last sentence of Section 7.2(a).

7.3. Holders of Shares of Series AA Preferred Stock to Vote on Certain Matters.

(a) Certain Amendments Requiring Approval of Preferred Stock. Except as otherwise permitted by the terms of this Certificate of Designation, (1) so long as any shares of Preferred Stock are Outstanding, the Corporation shall not, without the affirmative vote or consent of the Holders of at least two-thirds of the shares of Preferred Stock Outstanding at the time, voting together as a separate class, amend, alter or repeal the provisions of the Certificate of Incorporation or this Certificate of Designation (or any other document governing the rights of the Preferred Stock or the Holders thereof as may be required by the rules of any applicable securities exchange), whether by merger, consolidation or otherwise, so as to materially and adversely affect any preference, right or power of such shares of the Preferred Stock or the Holders thereof and (2) so long as any shares of Series AA Preferred Stock are Outstanding, the Corporation shall not, without the affirmative vote or consent of the Holders of at least two-thirds of the shares of Series AA Preferred Stock Outstanding at the time, voting together as a separate class, amend, alter or repeal the provisions of the Certificate of Incorporation or this Certificate of Designation (or any other document governing the rights of the Series AA Preferred Stock or the Holders thereof as may be required by the rules of any applicable securities exchange), whether by merger, consolidation or otherwise, so as to materially and adversely affect any preference, right or power of such shares of the Series AA Preferred Stock or the Holders thereof differently than shares of any other series of Preferred Stock; provided, however, that for purposes of this Section 7.3(a), (i) a change in the capitalization of the Corporation in accordance with Section 7.1 hereof shall not be considered to materially and adversely affect the rights and preferences of the Preferred Stock, including the Series AA Preferred Stock, and (ii) a division of a share of the Preferred Stock, including the Series AA Preferred Stock, shall be deemed to affect such preferences, rights or powers only if the terms of such division materially and adversely affect the Holders of the shares. For purposes of the foregoing, no matter shall be deemed to adversely affect any preference, right or power of a share of Preferred Stock or any series thereof, or the Holder of any such share unless such matter (x) alters or abolishes any preferential right of such share of Preferred Stock, or (y) creates, alters or abolishes any right in respect of redemption of such share (other than as a result of a division of a share of Preferred Stock). So long as any shares of Preferred Stock are Outstanding, the Corporation shall not, without the affirmative vote or consent of at least sixty-seven percent (67%) of the Holders of the shares of Preferred Stock Outstanding at the time, voting as a separate class, file a voluntary application for relief under federal bankruptcy law or any similar application under state law for so long as the Corporation is solvent and does not foresee becoming insolvent.

(b) 1940 Act Matters. Unless a higher percentage is provided for in the Certificate of Incorporation, the affirmative vote of the Holders of at least “a majority of the outstanding shares of Preferred Stock,” including shares of Series AA Preferred Stock Outstanding at the time, voting as a separate class, shall be required (A) to approve any plan of reorganization (as such term is used in the 1940 Act) adversely affecting such shares or (B) any action requiring a vote of Holders of the Corporation’s securities pursuant to Section 13(a) of the 1940 Act. For purposes of the foregoing, the vote of a “majority of the outstanding shares of Preferred Stock” means the vote at an annual or special meeting duly called of (i) sixty-seven percent (67%) or more of such shares present at a meeting, if the Holders of more than fifty percent (50%) of such shares are present or represented by proxy at such meeting, or (ii) more than fifty percent (50%) of such shares, whichever is less.

(c) Certain Amendments not Requiring Approval. Notwithstanding the foregoing or anything expressed or implied to the contrary in this Certificate of Designation, but subject to applicable law, the Board of Directors may, without any approval of the holders of shares of Series AA Preferred Stock, amend or supplement this Certificate of Designation (i) to supply any omission, or cure, correct or supplement any ambiguous, defective or inconsistent provision hereof, to the extent not adverse to any holder of shares of Series AA Preferred Stock; (ii) to the extent the Board of Directors deems necessary to conform this Certificate of Designation to the requirements of applicable law, including the 1940 Act; (iii) to designate additional series of shares of Preferred Stock (and the terms relating thereto) and/or reallocate shares between series; and (iv) for the purpose of converting, exchanging, reorganizing or combining two or more series of shares of Preferred Stock into a single series of shares of Preferred Stock having materially the same rights, preferences or privileges as set forth herein, including in connection with a Listing Event, and may cause the Corporation to conduct a mandatory tender, exchange, conversion, or other reorganization for the purpose of effecting such combination into a single series of shares of Preferred Stock, which conversion, combination, exchange or reorganization shall not be deemed to materially and adversely affect the rights, preferences or privileges of the shares or of one or more series of the Preferred Stock, notwithstanding that in connection with any such conversion, combination, exchange or reorganization holders may receive cash in lieu of fractional shares, and which conversion, combination, exchange or reorganization shall be effective at such time as approved by the Board of Directors.

7.4. Voting Rights Set Forth Herein Are Sole Voting Rights. Unless otherwise required by law or the Certificate of Incorporation, the Holders of shares of Series AA Preferred Stock shall not have any relative rights or preferences or other special rights with respect to voting other than those specifically set forth in this ARTICLE VII.

7.5. No Cumulative Voting. The Holders of shares of Series AA Preferred Stock shall have no rights to cumulative voting.

7.6. Voting for Directors Sole Remedy for Corporation’s Failure to Declare or Pay Dividends. In the event that the Corporation fails to declare or pay any dividends on shares of Series AA Preferred Stock on the Dividend Payment Date therefor, the exclusive remedy of the Holders of the shares of Series AA Preferred Stock shall be the right to vote for Directors pursuant to the provisions of this ARTICLE VII. Nothing in this Section 7.6 shall be deemed to affect the obligation of the Corporation to accumulate.

7.7. Holders Entitled to Vote. No share of Series AA Preferred Stock held by the Corporation shall have any voting rights or be deemed to be Outstanding for voting or for calculating the voting percentage required on any other matter or other purposes.

ARTICLE VIII
MISCELLANEOUS

8.1. Issuance of Additional Preferred Stock. So long as any shares of Series AA Preferred Stock are Outstanding, the Corporation may, without the vote or consent of the Holders thereof, (a) authorize, establish and create and issue and sell shares of one or more series of a class of senior securities of the Corporation representing stock under Section 18 of the 1940 Act, ranking on a parity with the Series AA Preferred Stock as to the payment of dividends and the distribution of assets upon dissolution, liquidation or the winding up of the affairs of the Corporation, in addition to then Outstanding shares of Series AA Preferred Stock, and (b) authorize, issue and sell additional shares of any such series then Outstanding or so established and created, including additional shares of Series AA Preferred Stock, in each case in accordance with applicable law, provided that the Corporation shall, immediately after giving effect to the issuance of such additional shares of Preferred Stock and to its receipt and application of the proceeds thereof, including to the redemption of shares of Preferred Stock with such proceeds, have Asset Coverage (calculated in the same manner as is contemplated by Section 4.2 hereof) of at least 200%.

8.2. Status of Converted, Redeemed or Repurchased Series AA Preferred Stock. Shares of Series AA Preferred Stock that at any time have been converted, redeemed or purchased by the Corporation shall, after such conversion, redemption or purchase, have the status of authorized but unissued shares of Capital Stock, without designation as to series.

8.3. Adjustment for Reorganization Events.

(a) In the event of:

(i) any reclassification, statutory exchange, merger, consolidation or other similar business combination of the Corporation with or into another person, in each case, pursuant to which the Common Stock is changed or converted into, or exchanged for, cash, securities or other property of the Corporation or another person;

(ii) any sale, transfer, lease or conveyance to another person, in one or a series of related transactions, of all or a majority of the property and assets of the Corporation, in each case pursuant to which the Common Stock is converted into cash, securities or other property; or

(iii) any statutory exchange of securities of the Corporation with another person (other than in connection with a merger or acquisition) or reclassification, recapitalization or reorganization of the Common Stock into other securities;

(each of which is referred to as a “Reorganization Event”), each reference in this Certificate of Designation to a share of Common Stock will, without the consent of the holders and subject to the terms of this Certificate of Designation, become a reference to the number, kind and amount of securities, cash and other property (the “Exchange Property”) that each share of Common Stock was converted into, or exchanged for, in such Reorganization Event. If the kind or amount of securities, cash and other property receivable upon such Reorganization Event is not the same for each share of Common Stock held immediately prior to such Reorganization Event by a person, then for the purpose of this Section 8.3, each reference to a share of Common Stock will be deemed to refer to the weighted average of the types and amounts of consideration per share of Common Stock received by the holders of Common Stock.

(b) The above provisions of this Section 8.3 shall similarly apply to successive Reorganization Events.

(c) The Corporation (or any successor) shall, no less than 10 calendar days prior to the anticipated effective date of any Reorganization Event (or, if such anticipated effective date cannot be reasonably determined 10 calendar days prior to the date thereof, as promptly as reasonably practicable after the Corporation (or any successor) has become aware of the anticipated effective date), provide written notice to the holders of shares of Series AA Preferred Stock of such occurrence of such event and of the kind and amount of the cash, securities or other property that constitutes the Exchange Property. Failure to deliver such notice shall not affect the operation of this Section 8.3.

(d) The Corporation shall not enter into any agreement for a transaction constituting a Reorganization Event unless (i) such agreement provides for or does not interfere with or prevent (as applicable) conversion of the shares of Series AA Preferred Stock into the Exchange Property in a manner that is consistent with and gives effect to this Section 8.3, and (ii) to the extent that the Corporation is not the surviving corporation in such Reorganization Event or will be dissolved in connection with such Reorganization Event, proper provision shall be made in the agreements governing such Reorganization Event for the conversion of the shares of Series AA Preferred Stock into stock of the person surviving such Reorganization Event or such other continuing entity in such Reorganization Event. The Corporation (or any successor) shall have the right to settle any conversions of shares of Series AA Preferred Stock in cash, Exchange Property or any combination thereof.

(e) With respect to any conversion of shares of Series AA Preferred Stock pursuant to this Certificate of Designation, the Corporation may, as it determines appropriate in its sole discretion, adjust the conversion rate to account for any stock splits, stock combinations or stock dividends the ex-dividend date for which occurs during the period used for calculating the Conversion Price.

8.4. Notice. All notices or communications hereunder, unless otherwise specified in this Certificate of Designation, shall be sufficiently given if in writing and delivered in person, by Electronic Means or by overnight mail or delivery or mailed by first-class mail, postage prepaid. Notices delivered pursuant to this Section 7.4 shall be deemed given on the date received or, if mailed by first class mail, on the date five (5) calendar days after which such notice is mailed.

8.5. Termination. In the event that no shares of Series AA Preferred Stock are Outstanding, all rights and preferences of the shares of Series AA Preferred Stock established and designated hereunder shall cease and terminate, and all obligations of the Corporation under this Certificate of Designation with respect to such Series AA Preferred Stock shall terminate.

8.6. Amendment. The Board of Directors may, by resolution duly adopted, without stockholder approval (except as otherwise provided by this Certificate of Designation or required by applicable law) amend this Certificate of Designation so as to reflect any amendments to the terms applicable to the Series AA Preferred Stock, including an increase in the number of authorized shares of the Series AA Preferred Stock.

8.7. Actions on Other than Business Days. Unless otherwise provided herein, if the date for making any payment, performing any act or exercising any right, in each case as provided for in this Certificate of Designation, is not a Business Day, such payment shall be made, act performed or right exercised on the next succeeding Business Day, with the same force and effect as if made or done on the nominal date provided therefor, and, with respect to any payment so made, no dividends, interest or other amount shall accrue for the period between such nominal date and the date of payment.

8.8. Modification. The Board of Directors, without the vote of the Holders of Series AA Preferred Stock, may interpret, supplement or amend the provisions of this Certificate of Designation to supply any omission, resolve any inconsistency or ambiguity or to cure, correct or supplement any defective or inconsistent provision, including any provision that becomes defective after the date hereof because of impossibility of performance or any provision that is inconsistent with any provision of any other Capital Stock of the Corporation.

8.9. Information Rights. During any period in which the Corporation is not subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any shares of Series AA Preferred Stock are Outstanding, the Corporation will provide Holders of Series AA Term Preferred Stock, without cost, copies of SEC Reports that the Corporation would have been required to file pursuant to Section 13 or 15(d) of the Exchange Act if the Corporation was subject to such provisions or, alternatively, the Corporation will voluntarily file SEC Reports as if the Corporation was subject to Section 13 or 15(d) of the Exchange Act.

8.10. No Additional Rights. Unless otherwise required by law or the Certificate of Incorporation, the Holders of shares of Series AA Preferred Stock shall not have any relative rights or preferences or other special rights other than those specifically set forth in this Certificate of Designation.

8.11. Interpretation.

(a) The headings preceding the text of the Articles and Sections included in this Certificate of Designation are for convenience only and shall not be deemed part of this Certificate of Designation or be given any effect in interpreting this Certificate of Designation. The use of the masculine, feminine or neuter gender or the singular or plural form of words herein shall not limit any provision of this Certificate of Designation. The use of the terms “including” or “include” shall in all cases herein mean “including, without limitation” or “include, without limitation,” respectively. Reference to any Person includes such Person’s successors and assigns to the extent such successors and assigns are permitted by the terms of any applicable agreement, and reference to a Person in a particular capacity excludes such Person in any other capacity or individually.

(b) Reference to any agreement (including this Certificate of Designation), document or instrument means such agreement, document or instrument as amended or modified and in effect from time to time in accordance with the terms thereof and, if applicable, the terms hereof. Except as otherwise expressly set forth herein, reference to any law means such law as amended, modified, codified, replaced or re-enacted, in whole or in part, including rules, regulations, enforcement procedures and any interpretations promulgated thereunder. Underscored references to Articles and Sections shall refer to those portions of this Certificate of Designation. The use of the terms “hereunder,” “hereof,” “hereto” and words of similar import shall refer to this Certificate of Designation as a whole and not to any particular Article, Section or clause of this Certificate of Designation.

[Signature Page Follows]

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Designation to be duly executed by its duly authorized officer as of this 22nd day of March 2024.

EAGLE POINT CREDIT COMPANY INC.

By:	/s/ Kenneth P. Onorio
	Name:	Kenneth P. Onorio
	Title:	Chief Financial Officer

Exhibit 99.(a)(13)

CERTIFICATE OF DESIGNATION
OF
7.00% SERIES AB CONVERTIBLE AND PERPETUAL PREFERRED STOCK

OF
EAGLE POINT CREDIT COMPANY INC.

Pursuant to Section 151 of the
General Corporation Law of the State of Delaware

RESOLVED, that pursuant to the authority vested in the Board of Directors by the Certificate of Incorporation and as set forth in Section 151 of the DGCL, the Board of Directors does hereby approve the designation of 4,000,000 authorized but unissued shares of preferred stock, par value $0.001 per share, with an aggregate liquidation preference of $100,000,000, as 7.00% Series AB Convertible and Perpetual Preferred Stock (the “Series AB Preferred Stock”), having the designations, preferences, relative, participating, optional and other special rights and the qualifications, limitations and restrictions thereof that are set forth in the Certificate of Incorporation and in this resolution as follows:

ARTICLE I
NUMBER OF SHARES; RANKING

1.1. A series of 4,000,000 shares of the preferred stock, par value $0.001 per share, authorized by the Certificate of Incorporation are hereby designated as the Series AB Preferred Stock. Each share of Series AB Preferred Stock shall have such preferences, voting powers, restrictions, limitations as to dividends and distributions, qualifications and terms and conditions of redemption, in addition to those required by applicable law and those that are expressly set forth in the Certificate of Incorporation, as are set forth in this Certificate of Designation. The Series AB Preferred Stock shall constitute a separate series of Capital Stock (as defined below) and each share of Series AB Preferred Stock shall be identical. No fractional shares of Series AB Preferred Stock shall be issued.

1.2. The Series AB Preferred Stock shall rank on parity with (i) shares of the Corporation’s 6.50% Series C Term Preferred Stock due 2031, par value $0.001 per share, (ii) shares of the Corporation’s 6.75% Series D Preferred Stock due 2028, par value $0.001 per share, (iii) shares of the Corporation’s 8.00% Series F Term Preferred Stock due 2029, par value $0.001 per share, (iv) shares of the Corporation’s 7.00% Series AA Convertible and Perpetual Preferred Stock, (v) any other series of preferred stock, whether now or hereafter issued by the Corporation and (vi) any other shares of Capital Stock hereafter authorized and issued by the Corporation of a class having priority over any other class as to distribution of assets or payments of dividends (collectively with the Series AB Preferred Stock, the “Preferred Stock”) as to the payment of dividends and as to the distribution of assets upon dissolution, liquidation or winding up of the affairs of the Corporation. Series AB Preferred Stock shall have preference with respect to the payment of dividends and as to distribution of assets upon dissolution, liquidation or winding up of the affairs of the Corporation over the shares of common stock, par value $0.001 per share (the “Common Stock” and, together with the Preferred Stock, the “Capital Stock”), of the Corporation as set forth herein.

1.3. No individual, partnership, trust, corporation, limited liability company, unincorporated association, joint venture or other entity, or government or any agency or political subdivision thereof (each, a “Person”) in whose name the Series AB Preferred Stock or any other security issued by the Corporation is registered in the registration books of the Corporation maintained by the Corporation’s transfer agent, or any other conversion and paying agent appointed by the Corporation with respect to the Series AB Preferred Stock (the “Conversion and Paying Agent”) or otherwise (such Person, a “Holder”), shall have, solely by reason of being such a Holder, any preemptive or other right to acquire, purchase or subscribe for any shares of Series AB Preferred Stock, shares of other Preferred Stock, shares of Common Stock or other securities of the Corporation that it may hereafter issue or sell.

ARTICLE II
DIVIDENDS AND DISTRIBUTIONS

2.1. The Holders of shares of Series AB Preferred Stock shall be entitled to receive, when, as and if declared by, or under authority granted by, the Board of Directors, out of funds legally available therefor and in preference to dividends and distributions on the Common Stock, cumulative cash dividends and distributions on each share of Series AB Preferred Stock, calculated separately for each Dividend Period (as defined below) at, as of any date, 7.00% per annum (the “Dividend Rate”), computed on the basis of a 360-day year consisting of twelve 30-day months, on an amount equal to $25.00 (the “Liquidation Preference”) for each share of the Series AB Preferred Stock, and no more, payable in cash or in additional shares of Series AB Preferred Stock pursuant to the terms of any dividend reinvestment plan adopted by the Corporation. For each share of Series AB Preferred Stock, (a) if such share is issued before the Record Date (as defined below) for the Dividend Period in which such share is issued, dividends and distributions on such share of Series AB Preferred Stock shall accumulate from the first day of such Dividend Period and (b) if such share is issued after the Record Date for the Dividend Period in which such share is issued, dividends and distributions on such share of Series AB Preferred Stock shall accumulate from the date of issuance of such share. Dividends on all shares of Series AB Preferred Stock shall be payable monthly in arrears as provided in Section 2.2. The amount of dividends payable on shares of the Series AB Preferred Stock will be computed on the basis of actual days elapsed over a 30-day month.

“Dividend Period” means, with respect to each share of Series AB Preferred Stock then Outstanding (as defined below), in the case of the first Dividend Period, the period beginning on and including the first date on which any shares of Series AB Preferred Stock are issued (the "Date of Original Issue") and ending on, but excluding April 30, 2024 and, for each subsequent Dividend Period, the period beginning on and including the last Dividend Payment Date (as defined below) and ending on, but excluding, the next Dividend Payment Date.

2.2. Declaration and Payment; Dividends in Arrears.

(a) Dividends on shares of the Series AB Preferred Stock with respect to any Dividend Period shall be declared to the Holders of record of such shares as their names shall appear on the registration books of the Corporation at the close of business on the applicable record date, which shall be such date designated by the Board of Directors that is not more than twenty (20) nor less than seven (7) calendar days prior to the Dividend Payment Date with respect to such Dividend Period (each, a “Record Date”).

(b) Dividends declared pursuant to Section 2.1 shall be paid on the last business day of every calendar month (each, a “Dividend Payment Date”) to the Holders of shares of Series AB Preferred Stock as their names appear on the registration books of the Corporation at the close of business on the applicable Record Date for such dividend. If a Dividend Payment Date falls on a non-Business Day (as defined below), the applicable dividend payment will be made on the next Business Day and no additional dividend payment will accrue as a result of such delayed payment.

(c) Dividends in arrears on shares of Series AB Preferred Stock for any past Dividend Period may be declared and paid at any time, without reference to any regular Dividend Payment Date, to the Holders of such shares as their names appear on the registration books of the Corporation on the applicable Record Date. No interest or sum of money in lieu of interest will be payable in respect of any dividend payment or payments on shares of Series AB Preferred Stock which may be in arrears.

2.3. No full dividends and distributions shall be declared or paid on shares of the Series AB Preferred Stock for any Dividend Period or part thereof unless full cumulative dividends and distributions due through the most recent Dividend Payment Dates therefor for all Outstanding shares of Preferred Stock have been or contemporaneously are declared and paid through the most recent Dividend Payment Dates therefor. If full cumulative dividends and distributions due have not been declared and paid on all Outstanding shares of Preferred Stock, any dividends and distributions being declared and paid on the Series AB Preferred Stock will be declared and paid as nearly pro rata as possible in proportion to the respective amounts of dividends and distributions accumulated but unpaid on each such series of Preferred Stock on the relevant dividend payment date for such series. No Holders of shares of Series AB Preferred Stock shall be entitled to any dividends and distributions, whether payable in cash, property or shares, in excess of full cumulative dividends and distributions as provided in this Section 2.3 on the Series AB Preferred Stock.

2.4. For so long as any shares of Series AB Preferred Stock are Outstanding, the Corporation shall not: (x) declare any dividend or other distribution (other than a dividend or distribution paid in shares of Common Stock) in respect of the Common Stock, (y) call for redemption, redeem, purchase or otherwise acquire for consideration any Common Stock, or (z) pay any proceeds of the liquidation of the Corporation in respect of the Common Stock, unless, in each case,

(a) immediately thereafter, the Corporation shall have “asset coverage,” as defined for purposes of Section 18(h) of the Investment Company Act of 1940, as amended, or any successor statute (the “1940 Act”), of at least 200% with respect to all Outstanding senior securities which are stock of the Corporation, including all Outstanding shares of Series AB Preferred Stock (or such other percentage as may in the future be specified in the 1940 Act or by rule, regulation or order of the Securities and Exchange Commission (the “SEC”) as the minimum asset coverage for senior securities which are stock of a closed-end registered investment company), after deducting the amount of such dividend or distribution or redemption or purchase price or liquidation proceeds; and

2.5. Any dividend payment made on shares of Series AB Preferred Stock shall first be credited against the dividends and distributions accumulated with respect to the earliest Dividend Period for which dividends and distributions have not been paid.

ARTICLE III
LIQUIDATION RIGHTS

3.1. In the event of any liquidation, dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary, the Holders of shares of Series AB Preferred Stock shall be entitled to receive out of the assets of the Corporation available for distribution to stockholders, after satisfying claims of creditors but before any distribution or payment shall be made in respect of the Common Stock, a liquidation distribution equal to the Liquidation Preference of such shares plus an amount equal to any accumulated, accrued and unpaid dividends thereon to, but excluding, the date of such liquidation distribution, and such Holders shall be entitled to no further participation in any distribution or payment in connection with any such liquidation, dissolution or winding up.

3.2. If, upon any liquidation, dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary, the assets of the Corporation available for distribution among the Holders of all Outstanding shares of Series AB Preferred Stock and any other Outstanding shares of Preferred Stock shall be insufficient to permit the payment in full to such Holders of the amount due as provided in Section 3.1 above and the amounts due upon liquidation with respect to such other Preferred Stock, then such available assets shall be distributed among the Holders of such shares of Series AB Preferred Stock and such other Preferred Stock ratably in proportion to the respective preferential liquidation amounts to which they are entitled. In connection with any liquidation, dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary, unless and until the amount due as provided in Section 3.1 above, has been paid in full to the Holders of such shares, no dividends, distributions or other payments will be made on, and no redemption, purchase or other acquisition by the Corporation will be made by the Corporation in respect of, shares of the Common Stock.

ARTICLE IV
ASSET COVERAGE TEST

4.1. Asset Coverage Requirement. For so long as any shares of Series AB Preferred Stock are Outstanding, the Corporation shall have “asset coverage” of a class of senior security which is stock, as defined for purposes of Section 18(h) of the 1940 Act as in effect on the date hereof (“Asset Coverage”), of at least 200% as of the close of business on the last Business Day of any of the three month periods ending March 31, June 30, September 30 or December 31 of each year (each, a “Calendar Quarter”). If the Corporation shall fail to maintain such Asset Coverage as of any time as of which such compliance is required to be determined as aforesaid, the provisions Section 6.4(a) shall be applicable, which provisions shall constitute the sole remedy for the Corporation’s failure to comply with the provisions of this Section 4.1.

ARTICLE V
REDEMPTION

Shares of Series AB Preferred Stock shall be subject to redemption as provided below:

5.1. Optional Redemption upon Death or Disability of Holder.

(a) Beginning on the Date of Original Issue and prior to the Listing Deadline Date (as defined below) designated in connection with a Listing Event (as defined below), upon request by the authorized representative of the beneficial owner (or his or her estate) of any shares of Series AB Preferred Stock who is a natural person (including a natural person who beneficially owns shares of Series AB Preferred Stock through an individual retirement account or personal trust), following the death or disability of the beneficial owner of such shares, the Corporation will, at its option and subject to the restrictions herein, redeem such shares (“Survivor’s Option”); provided that in order to exercise the Survivor’s Option, the beneficial owner (or his or her estate) of shares of Series AB Preferred Stock must have held such shares for a minimum of six (6) months. No conversion fee will be charged in connection with the redemption of shares of Series AB Preferred Stock upon the death or disability of a beneficial owner pursuant to this Section 5.1. The Survivor’s Option shall terminate upon the occurrence of a Listing Event.

(b) With respect to any redemption pursuant to this Section 5.1, the Corporation will redeem shares of Series AB Preferred Stock for cash, at a redemption price equal to the Liquidation Preference, plus an amount equal to any accumulated, accrued and unpaid dividends thereon to, but excluding, the date of such redemption.

(c) To be valid, any Survivor’s Option must be exercised by or on behalf of the disabled beneficial owner of Shares of Series AB Preferred Stock or the person who has authority to act on behalf of the deceased beneficial owner of shares of Series AB Preferred Stock (including, without limitation, the personal executor of the deceased beneficial owner or the surviving joint beneficial owner with the deceased beneficial owner) under the laws of the applicable jurisdiction.

(d) The death or disability of a person holding a beneficial ownership interest in any shares of Series AB Preferred Stock as a joint tenant or tenant by the entirety with another person, or as a tenant in common with the deceased or disabled beneficial owner’s spouse, will be deemed the death or disability of a beneficial owner of such shares, and the entirety of the shares so beneficially owned will be eligible for the Survivor’s Option. However, the death or disability of a person holding a beneficial ownership interest any shares of Series AB Preferred Stock as tenant in common with a person other than such deceased beneficial owner’s spouse will be deemed the death or disability of a beneficial owner only with respect to such deceased person’s interest in such shares, and only a corresponding portion of the shares so beneficially owned will be eligible for the Survivor’s Option.

(e) The death or disability of a person who, during his or her lifetime, was entitled to substantially all of the beneficial ownership interests in any shares of Series AB Preferred Stock will be deemed the death or disability of the beneficial owner of those shares for purposes of any Survivor’s Option, regardless of whether that beneficial owner was the registered holder of such shares, if entitlement to those interests can be established to the satisfaction of the Corporation. A beneficial ownership interest will be deemed to exist in typical cases of nominee ownership, ownership under the Uniform Transfers to Minors Act or Uniform Gifts to Minors Act, community property or other joint ownership arrangements between a husband and wife. In addition, a beneficial ownership interest will be deemed to exist in custodial and trust arrangements where one person has all of the beneficial ownership interests in the applicable shares during his or her lifetime.

(f) With respect to any shares of Series AB Preferred Stock held in “street name” through a DTC Participant for which DTC or its nominee is the record holder of the shares, DTC or its nominee, as record holder of the shares, will be the only entity that can exercise any Survivor’s Option for such shares. With respect to any shares of Series AB Preferred Stock held through direct register, the record holder of the shares will be the only entity that can exercise any Survivor’s Option for such shares.

(g) To exercise the Survivor’s Option for any shares of Series AB Preferred Stock, the authorized representative of the deceased or disabled beneficial owner (or his or her estate) must provide to the Corporation or its designee:

(i) appropriate evidence (a) that the deceased or disabled person was the beneficial owner of the shares of Series AB Preferred Stock at the time of death or disability and his or her interest in the shares was owned by the deceased or disabled beneficial owner or his or her estate at least six months prior to the exercise of the Survivor’s Option (b) that the death or disability of the beneficial owner has occurred (including a certificate of death or disability), (c) of the date of death or disability of the beneficial owner, and (d) that the representative has authority to act on behalf of the beneficial owner;

(iii) if applicable, a properly executed assignment or endorsement;

(iv) tax waivers and any other instruments or documents that the Corporation reasonably requires in order to establish the validity of the beneficial ownership of the shares of Series AB Preferred Stock and the claimant’s entitlement to payment; and

(h) The Corporation shall not be obligated to redeem any shares of Series AB Preferred Stock pursuant to this Section 5.1 to the extent that (i) the Corporation does not have sufficient funds available to fund such redemption or (ii) the Corporation is restricted by applicable law, including the asset coverage requirements of the 1940 Act applicable to the Corporation, or by the terms of any then outstanding senior securities of the Corporation from making such redemption.

ARTICLE VI

CONVERSION

6.1 Defined Terms.

(c) “Issuance Reference Date” means, with respect to any share of Series AB Preferred Stock, the date on which such share was originally issued; provided that from time to time the Board of Directors may, without approval of holders of Series AB Preferred Stock, designate a different date as the Issuance Reference Date, provided that such date is not later than the date on which such share of Series AB Preferred Stock was originally issued and not earlier than six months prior to the date on which such share of Series AB Preferred Stock was originally issued. The Board of Directors may cause the Corporation to conduct a mandatory tender, exchange, conversion or other reorganization solely for the purpose of designating a different Issuance Reference Date as permitted hereby, which conversion, combination, exchange or reorganization shall not be deemed to materially and adversely affect the rights, preferences or privileges of Series AB Preferred Stock, notwithstanding that in connection with any such conversion, combination, exchange or reorganization holders may receive cash in lieu of fractional shares, and which conversion, combination, exchange or reorganization shall be effective at such time as approved by the Board of Directors. Series AB Preferred Stock issued pursuant to a dividend reinvestment plan adopted by the Corporation shall, in accordance with the terms of such dividend reinvestment plan, be of the same series and be deemed to have the Issuance Reference Date based on the Issuance Reference Date of the share of Series AB Preferred Stock for which the dividend was declared.

6.2. Holder Optional Conversion.

(a) At any time prior to the listing of the Series AB Preferred Stock on a national securities exchange (which may not occur and is subject to the Board’s discretion) (a “Listing Event”), a holder of Series AB Preferred Stock may require the Corporation to convert such Series AB Preferred Stock pursuant to this Section 6.2 (a “Holder Optional Conversion”).

(b) A holder of Series AB Preferred Stock may exercise a Holder Optional Conversion only by delivering to the Corporation or its designee at any time a written notice to convert stating that the holder elects to convert all or a stated number of their Series AB Preferred Stock (a “Holder Conversion Notice”), subject to any early applicable dividend clawback (the “Dividend Clawback”) as provided in Section 6.2(j).

(i) the 15th calendar day of the month (provided that if such day is not a Business Day, the Business Day immediately following the 15th calendar day of the month); or

(ii) the last Business Day of the month;

(d) For all Series AB Preferred Stock duly submitted for conversion pursuant to a Holder Optional Conversion on or before a Holder Conversion Deadline, the Corporation shall determine the Settlement Amount (as defined below) on any business day after such Holder Conversion Deadline but before the next Holder Conversion Deadline (such date, the “Holder Conversion Exercise Date”) that the Corporation selects in its sole discretion. The “Settlement Amount” means (A) the Liquidation Preference, plus (B) unpaid dividends accrued to, but not including, the Holder Conversion Exercise Date, minus (C) the Dividend Clawback applicable on the respective Holder Conversion Exercise Date, if any.

(f) The Corporation shall settle any Holder Optional Conversion by any of the following methods, which it may determine in its sole discretion at any time:

(i) The Corporation will deliver a number of shares of Common Stock calculated using a conversion rate (the “HOC Rate”) equal to (1) the Settlement Amount, divided by (2) the Conversion Price;

(ii) The Corporation will deliver the Settlement Amount in cash; or

(iii) Any combination of Section 6.2(f)(i) and 6.2(f)(ii).

(g) The Corporation shall issue and deliver, or cause to be issued and delivered, to the holder of Series AB Preferred Stock converted pursuant to the Holder Optional Conversion the number of duly authorized and issued, fully paid and nonassessable shares of Common Stock to which the holder of Series AB Preferred Stock so converted shall be entitled, and/or pay an amount of cash to which the holder of Series AB Preferred Stock is entitled, pursuant to this Certificate of Designation.

(h) Series AB Preferred Stock for which a Holder Conversion Notice has been delivered shall not be subject to any conversion by the Corporation pursuant to Section 6.3 or redemption pursuant to Article V occurring after the effective Holder Conversion Deadline.

(i) The right of holders of Series AB Preferred Stock to exercise the Holder Optional Conversion shall terminate in connection with a Listing Event.

(j) If a holder of a share of Series AB Preferred Stock exercises a Holder Optional Conversion within the first twelve months following the Issuance Reference Date of such share of Series AB Preferred Stock, the Settlement Amount payable to such holder will be reduced by the aggregate amount of all dividends, whether paid or accrued, on such share of Series AB Preferred Stock in the three full months prior to the Holder Conversion Exercise Date, if any (such aggregate amount, the “Dividend Clawback”). The Corporation, in its sole discretion, may waive the Dividend Clawback with respect to any conversion of shares of Series AB Preferred Stock. If such conversion is to be settled in part or in whole in cash, the Company shall make a public announcement of the terms and duration of such waiver, which shall apply to any holder effecting a Holder Optional Conversion during the pendency of the term of such waiver.

6.3 Issuer Optional Conversion.

(a) After the second anniversary of the Issuance Reference Date of a share of Series AB Preferred Stock, or the Date of Original Issue following a Listing Event, the Corporation may cause shares of Series AB Preferred Stock (the “Issuer Conversion Eligible Shares”) to be converted in whole or in part into shares of Common Stock; provided that upon a determination by the Board of Directors, in its sole discretion, that the conversion of Series AB Preferred Stock that are not Issuer Conversion Eligible Shares is necessary to comply with the asset coverage requirements of the 1940 Act applicable to the Corporation, to cause the Corporation to maintain the Corporation’s status as a “regulated investment company” under Subchapter M of the Code, to maintain or enhance one or more of the Corporation’s credit ratings, to help comply with regulatory or other obligations applicable to the Corporation, to achieve a strategic transaction, or to improve the liquidity position of the Corporation (each, a “Permitted Purpose”), the Board of Directors, including a majority of the independent directors, may, in its sole discretion, cause the Corporation to cause shares that are not Issuer Conversion Eligible Shares to be converted in whole or in part into shares of Common Stock. In the case of any conversion of shares that are not Issuer Conversion Eligible Shares pursuant to this Section 6.3(a), the Corporation shall cause the conversion of the minimum number of outstanding Series AB Preferred Stock necessary to achieve the applicable Permitted Purpose, and, if the conversion of all Issuer Conversion Eligible Shares is insufficient in such respect, the Corporation shall cause the conversion of the minimum number of then outstanding shares that are not Issuer Conversion Eligible Shares, together with the conversion of all Issuer Conversion Eligible Shares, necessary to achieve the Permitted Purpose.

(b) At any time or from time to time, the Corporation may cause the Series AB Preferred Stock to be converted pursuant to this Section 6.3 in whole or in part into (x) cash, (y) shares of Common Stock or (z) a combination of cash and Common Stock, in the sole discretion of the Corporation. The Corporation will settle any conversion pursuant to this Section 6.3 by paying or delivering, as the case may be, (A) a number of shares of Common Stock calculated using a conversion rate equal to (1) the Settlement Amount (excluding, for the avoidance of doubt, any Conversion Fee), minus any portion of the Settlement Amount that the Corporation elects to pay in cash, divided by (2) the arithmetic average of the VWAP per share of our common stock over each of the five consecutive trading days ending on the date of the Issuer Optional Conversion, or the “IOC Conversion Price,” and each of the HOC Conversion Price and the IOC Conversion Price, a “Conversion Price” as of the applicable Issuer Conversion Exercise Date so long as (i) the Conversion Price would not represent a discount to the then-current NAV per share of the Common Stock or (ii) the Corporation has or has obtained any required stockholder approval under the 1940 Act to issue the Common Stock below NAV, or (B) if the Conversion Price is at a discount to the then-current NAV per share of the Common Stock and the Corporation does not have or have not obtained any required stockholder approval under the 1940 Act to issue the Common Stock below NAV, a number of shares of the Common Stock calculated using a conversion rate equal to (1) the Settlement Amount minus any portion of the Settlement Amount that the Corporation elect to pay in cash, divided by (2) the NAV per share of the Common Stock as of the close of business on the business day immediately preceding the date of conversion and (C) the portion of the Settlement Amount that the Corporation elects to pay in cash. In case of any conversion pursuant to this Section 6.3 of less than all Series AB Preferred Stock at the time outstanding, the Series AB Preferred Stock to be converted shall be selected pro rata or by lot (subject to the proviso in Section 6.3(a) for conversion of shares that are not Issuer Conversion Eligible Shares).

(c) The right to convert Series AB Preferred Stock pursuant to this Section 6.3 may be exercised by the Corporation only by delivering, upon not less than 30 calendar days prior to the date fixed by the Corporation for the conversion of Series AB Preferred Stock (the “Issuer Conversion Exercise Date”), a written notice to holders of Series AB Preferred Stock stating that the Corporation elects to convert all or a stated number of their Series AB Preferred Stock pursuant to this Section 6.3 (each, an “Issuer Conversion Notice”).

(d) The Corporation shall issue and deliver, or cause to be issued and delivered, to the holder of Series AB Preferred Stock converted pursuant to this Section 6.3 the number of duly authorized and issued, fully paid and nonassessable shares of Common Stock to which the holder of Series AB Preferred Stock so converted shall be entitled, and/or an amount of cash to which the holder of Series AB Preferred Stock is entitled, pursuant to this Certificate of Designation.

6.4 Asset Coverage Conversion.

(a) At any time following the date of issuance of Series AB Preferred Stock, if the Corporation fails to comply with the Asset Coverage requirement as provided in Section 4.1 as of the last Business Day of any Calendar Quarter and such failure is not cured as of the date that is thirty (30) calendar days following the date of filing of the Corporation’s Annual Report on Form N-CSR, Semiannual Report on Form N-CSRS or Reports on Form N-PORT, as applicable (each, an “SEC Report”) with the SEC with respect to such Calendar Quarter (such Business Day, the “Asset Coverage Cure Date”), the Corporation shall, to the extent permitted by the 1940 Act and Delaware law, by the close of business on such Asset Coverage Cure Date, fix a conversion or redemption date and proceed to convert (an “Asset Coverage Conversion”) or redeem (an "Asset Coverage Redemption"), as determined by the Corporation in its sole discretion, in accordance with the terms of such Preferred Stock, a sufficient number of shares of Preferred Stock, which at the Corporation’s sole discretion (to the extent permitted by the 1940 Act and Delaware law) may include any number or proportion of the shares of Series AB Preferred Stock, to enable it to meet the requirements of Section 6.4(b). In the event that any shares of Series AB Preferred Stock then Outstanding are to be converted pursuant to this Section 6.4(a), the Corporation shall settle any Asset Coverage Conversion in the same manner as an Issue Optional Conversion as described in Section 6.3.

(b) On the conversion or redemption date for an Asset Coverage Conversion or Asset Coverage Redemption contemplated by Section 6.4(a), the Corporation shall convert or redeem, as applicable, (x) such number of shares of Preferred Stock (which may include at the Corporation’s discretion any number or proportion of the shares of Series AB Preferred Stock) that, when combined with any debt securities redeemed for failure to maintain the asset coverage required by the indenture governing such securities, the conversion of which, if deemed to have occurred immediately prior to the opening of business on the Asset Coverage Cure Date, would result in the Corporation having Asset Coverage on such Asset Coverage Cure Date of at least 200% (provided, however, that if there is no such minimum number of shares of Series AB Preferred Stock and other shares of Preferred Stock the conversion or redemption of which would have such result, all shares of Series AB Preferred Stock and other shares of Preferred Stock then Outstanding shall be converted or redeemed, as applicable), or (y) if fewer, the maximum number of shares of Preferred Stock that can be converted or redeemed out of funds expected to be legally available therefor in accordance with the Certificate of Incorporation and applicable law, provided, further, that in connection with such Asset Coverage Conversion or Asset Coverage Redemption, the Corporation may at its sole option, but is not required to, convert a sufficient number of shares of Series AB Preferred Stock pursuant to this Section 6.4 that, when aggregated with other shares of Preferred Stock redeemed or converted by the Corporation, would result, if deemed to have occurred immediately prior to the opening of business on the Asset Coverage Cure Date, in the Corporation having Asset Coverage on such Asset Coverage Cure Date of up to and including 285%. The Corporation shall effect such conversion or redemption on the date fixed by the Corporation therefor, which date shall not be later than ninety (90) calendar days after such Asset Coverage Cure Date, except that if the Corporation does not have funds legally available for the conversion or redemption of all of the required number of shares of Series AB Preferred Stock and other shares of Preferred Stock which have been designated to be redeemed or converted or the Corporation otherwise is unable to effect such conversion or redemption on or prior to ninety (90) calendar days after such Asset Coverage Cure Date, the Corporation shall convert or redeem those shares of Series AB Preferred Stock and other shares of Preferred Stock which it was unable to convert or redeem on the earliest practicable date on which it is able to effect such conversion or redemption. If fewer than all of the Outstanding shares of Series AB Preferred Stock are to be converted pursuant to this Section 6.4, the number of shares of Series AB Preferred Stock to be converted shall be converted (A) pro rata among the Outstanding shares of Series AB Preferred Stock or (B) by lot.

6.5 Listing Event. The Corporation may, in its sole discretion, cause the Series AB Preferred Stock to be listed for trading on a national stock exchange. In connection with any Listing Event, the Corporation shall deliver written notice of the Listing Event (the “Listing Notice”) to holders of Series AB Preferred Stock not less than 60 calendar days prior to the date upon which the Series AB Preferred Stock shall be listed on a national stock exchange (the “Listing Date”), specifying the Listing Date, the Listing Deadline Date and the date of the final Holder Conversion Notice Date occurring prior to the Listing Deadline Date. If the Corporation shall fail to cause the Series AB Preferred Stock to be listed on national stock exchange within 30 days after the Listing Date set forth in the Listing Notice, the Listing Notice shall be automatically revoked and the Corporation shall deliver a new Listing Notice not less than 60 calendar days prior to a newly designated Listing Date.

6.6 Effect of Conversion. Any conversion of Series AB Preferred Stock made pursuant to Section 6.2, Section 6.3, or Section 6.4 shall be deemed to have been made at the close of business on the applicable Holder Conversion Exercise Date or Issuer Conversion Exercise Date (together, a “Conversion Date”), and the rights of the holder thereof with respect to the Series AB Preferred Stock being converted shall cease, except that the holder thereof shall thereafter have and retain (i) the right to receive cash or shares of Common Stock in respect of the converted Series AB Preferred Stock, including cash in lieu of fractional shares of Common Stock in accordance with Section 6.7, and (ii) the right to vote such Series AB Preferred Stock in connection with any matters submitted to a vote of the stockholders or to receive distributions with respect to such Series AB Preferred Stock, in either case as to which the applicable record date established by the Board of Directors for determining stockholders entitled to vote on such matter or entitled to receive distributions, as the case may be, shall occur prior to the Conversion Date. The Person(s) entitled to receive the shares of Common Stock upon the conversion of the Series AB Preferred Stock shall be treated for all purposes as having become the record holder of such shares of Common Stock as of the close of business on the Conversion Date.

6.7 No Fractional Shares. No fractional shares of Common Stock shall be issued upon conversion of any Series AB Preferred Stock into Common Stock. In lieu of fractional shares otherwise issuable, each holder will be entitled to receive an amount in cash equal to the fraction of a share of Common Stock multiplied by the Conversion Price applicable to such Conversion Date. In order to determine whether the number of shares of Common Stock to be delivered to a holder upon the conversion of such holder’s Series AB Preferred Stock will include a fractional share, such determination shall be based on the aggregate number of Series AB Preferred Stock of such holder that are being converted on any single Conversion Date. Notwithstanding the foregoing, if on any Conversion Date, the Corporation is prohibited from making any cash distribution pursuant to the 1940 Act or the terms of the Corporation’s senior securities then outstanding, no fractional shares will be issued and no cash in lieu of fractional shares will be paid and the amount of shares of Common Stock to be delivered to a holder upon conversion will be rounded down to the nearest whole share of Common Stock.

ARTICLE VII
VOTING RIGHTS

7.1. One Vote Per Share of Series AB Preferred Stock. Except as otherwise provided in the Certificate of Incorporation or as otherwise required by applicable law, (i) each Holder of shares of Series AB Preferred Stock shall be entitled to one vote for each share of Series AB Preferred Stock held by such Holder on each matter submitted to a vote of stockholders of the Corporation, and (ii) the Holders of Outstanding shares of Preferred Stock, including Outstanding shares of Series AB Preferred Stock, and holders of outstanding shares of Common Stock shall vote together as a single class; provided, however, that the Holders of Outstanding shares of Preferred Stock, including Outstanding shares of Series AB Preferred Stock, shall be entitled, as a class, to the exclusion of the Holders of all other securities and classes of Capital Stock of the Corporation, to elect two Directors of the Corporation at all times. Subject to Section 7.2, the Holders of outstanding shares of Common Stock and Preferred Stock, including shares of Series AB Preferred Stock, voting together as a single class, shall elect the balance of the Directors.

7.2. Voting For Additional Directors.

(a) Voting Period. During any period in which any one or more of the conditions described in clauses (i) or (ii) of this Section 7.2(a) shall exist (such period being referred to herein as a “Voting Period”), the number of Directors constituting the Board of Directors shall be automatically increased by the smallest number that, when added to the two Directors elected exclusively by the Holders of Preferred Stock, including shares of Series AB Preferred Stock, would constitute a majority of the Board of Directors as so increased by such smallest number; and the Holders of Preferred Stock, including Series AB Preferred Stock, shall be entitled, voting as a class on a one-vote-per-share basis (to the exclusion of the Holders of all other securities and classes of Capital Stock of the Corporation), to elect such smallest number of additional Directors, together with the two Directors that such Holders are in any event entitled to elect. A Voting Period shall commence:

(i)

if, at the close of business on any dividend payment date for any Outstanding shares of Preferred Stock including any Outstanding shares of Series AB Preferred Stock, accumulated dividends (whether or not earned or declared) on such Outstanding shares of Preferred Stock equal to at least two (2) full years’ dividends shall be due and unpaid and sufficient cash or specified securities shall not have been deposited with the Conversion and Paying Agent or other applicable paying agent for the payment of such accumulated dividends; or

(ii)

if at any time Holders of shares of Preferred Stock are otherwise entitled under the applicable provisions of the 1940 Act to elect a majority of the Board of Directors.

(c) Terms of Office of Existing Directors. The terms of office of the incumbent Directors of the Corporation at the time of a special meeting of Holders of the shares of Preferred Stock to elect additional Directors in accordance with Section 7.2(a) shall not be affected by the election at such meeting by the Holders of shares of Series AB Preferred Stock and such other Holders of shares of Preferred Stock of the number of Directors that they are entitled to elect, and the Directors so elected by the Holders of shares of Series AB Preferred Stock and such other Holders of shares of Preferred Stock, together with the two (2) Directors elected by the Holders of shares of Preferred Stock in accordance with Section 7.1 hereof and the remaining Directors elected by the Holders of the shares of Common Stock and Preferred Stock, shall constitute the duly elected Directors of the Corporation.

7.3. Holders of Shares of Series AB Preferred Stock to Vote on Certain Matters.

(a) Certain Amendments Requiring Approval of Preferred Stock. Except as otherwise permitted by the terms of this Certificate of Designation, (1) so long as any shares of Preferred Stock are Outstanding, the Corporation shall not, without the affirmative vote or consent of the Holders of at least two-thirds of the shares of Preferred Stock Outstanding at the time, voting together as a separate class, amend, alter or repeal the provisions of the Certificate of Incorporation or this Certificate of Designation (or any other document governing the rights of the Preferred Stock or the Holders thereof as may be required by the rules of any applicable securities exchange), whether by merger, consolidation or otherwise, so as to materially and adversely affect any preference, right or power of such shares of the Preferred Stock or the Holders thereof and (2) so long as any shares of Series AB Preferred Stock are Outstanding, the Corporation shall not, without the affirmative vote or consent of the Holders of at least two-thirds of the shares of Series AB Preferred Stock Outstanding at the time, voting together as a separate class, amend, alter or repeal the provisions of the Certificate of Incorporation or this Certificate of Designation (or any other document governing the rights of the Series AB Preferred Stock or the Holders thereof as may be required by the rules of any applicable securities exchange), whether by merger, consolidation or otherwise, so as to materially and adversely affect any preference, right or power of such shares of the Series AB Preferred Stock or the Holders thereof differently than shares of any other series of Preferred Stock; provided, however, that for purposes of this Section 7.3(a), (i) a change in the capitalization of the Corporation in accordance with Section 7.1 hereof shall not be considered to materially and adversely affect the rights and preferences of the Preferred Stock, including the Series AB Preferred Stock, and (ii) a division of a share of the Preferred Stock, including the Series AB Preferred Stock, shall be deemed to affect such preferences, rights or powers only if the terms of such division materially and adversely affect the Holders of the shares. For purposes of the foregoing, no matter shall be deemed to adversely affect any preference, right or power of a share of Preferred Stock or any series thereof, or the Holder of any such share unless such matter (x) alters or abolishes any preferential right of such share of Preferred Stock, or (y) creates, alters or abolishes any right in respect of redemption of such share (other than as a result of a division of a share of Preferred Stock). So long as any shares of Preferred Stock are Outstanding, the Corporation shall not, without the affirmative vote or consent of at least sixty-seven percent (67%) of the Holders of the shares of Preferred Stock Outstanding at the time, voting as a separate class, file a voluntary application for relief under federal bankruptcy law or any similar application under state law for so long as the Corporation is solvent and does not foresee becoming insolvent.

(b) 1940 Act Matters. Unless a higher percentage is provided for in the Certificate of Incorporation, the affirmative vote of the Holders of at least “a majority of the outstanding shares of Preferred Stock,” including shares of Series AB Preferred Stock Outstanding at the time, voting as a separate class, shall be required (A) to approve any plan of reorganization (as such term is used in the 1940 Act) adversely affecting such shares or (B) any action requiring a vote of Holders of the Corporation’s securities pursuant to Section 13(a) of the 1940 Act. For purposes of the foregoing, the vote of a “majority of the outstanding shares of Preferred Stock” means the vote at an annual or special meeting duly called of (i) sixty-seven percent (67%) or more of such shares present at a meeting, if the Holders of more than fifty percent (50%) of such shares are present or represented by proxy at such meeting, or (ii) more than fifty percent (50%) of such shares, whichever is less.

(c) Certain Amendments not Requiring Approval. Notwithstanding the foregoing or anything expressed or implied to the contrary in this Certificate of Designation, but subject to applicable law, the Board of Directors may, without any approval of the holders of shares of Series AB Preferred Stock, amend or supplement this Certificate of Designation (i) to supply any omission, or cure, correct or supplement any ambiguous, defective or inconsistent provision hereof, to the extent not adverse to any holder of shares of Series AB Preferred Stock; (ii) to the extent the Board of Directors deems necessary to conform this Certificate of Designation to the requirements of applicable law, including the 1940 Act; (iii) to designate additional series of shares of Preferred Stock (and the terms relating thereto) and/or reallocate shares between series; and (iv) for the purpose of converting, exchanging, reorganizing or combining two or more series of shares of Preferred Stock into a single series of shares of Preferred Stock having materially the same rights, preferences or privileges as set forth herein, including in connection with a Listing Event, and may cause the Corporation to conduct a mandatory tender, exchange, conversion, or other reorganization for the purpose of effecting such combination into a single series of shares of Preferred Stock, which conversion, combination, exchange or reorganization shall not be deemed to materially and adversely affect the rights, preferences or privileges of the shares or of one or more series of the Preferred Stock, notwithstanding that in connection with any such conversion, combination, exchange or reorganization holders may receive cash in lieu of fractional shares, and which conversion, combination, exchange or reorganization shall be effective at such time as approved by the Board of Directors.

7.4. Voting Rights Set Forth Herein Are Sole Voting Rights. Unless otherwise required by law or the Certificate of Incorporation, the Holders of shares of Series AB Preferred Stock shall not have any relative rights or preferences or other special rights with respect to voting other than those specifically set forth in this ARTICLE VII.

7.5. No Cumulative Voting. The Holders of shares of Series AB Preferred Stock shall have no rights to cumulative voting.

7.6. Voting for Directors Sole Remedy for Corporation’s Failure to Declare or Pay Dividends. In the event that the Corporation fails to declare or pay any dividends on shares of Series AB Preferred Stock on the Dividend Payment Date therefor, the exclusive remedy of the Holders of the shares of Series AB Preferred Stock shall be the right to vote for Directors pursuant to the provisions of this ARTICLE VII. Nothing in this Section 7.6 shall be deemed to affect the obligation of the Corporation to accumulate.

7.7. Holders Entitled to Vote. No share of Series AB Preferred Stock held by the Corporation shall have any voting rights or be deemed to be Outstanding for voting or for calculating the voting percentage required on any other matter or other purposes.

ARTICLE VIII
MISCELLANEOUS

8.1. Issuance of Additional Preferred Stock. So long as any shares of Series AB Preferred Stock are Outstanding, the Corporation may, without the vote or consent of the Holders thereof, (a) authorize, establish and create and issue and sell shares of one or more series of a class of senior securities of the Corporation representing stock under Section 18 of the 1940 Act, ranking on a parity with the Series AB Preferred Stock as to the payment of dividends and the distribution of assets upon dissolution, liquidation or the winding up of the affairs of the Corporation, in addition to then Outstanding shares of Series AB Preferred Stock, and (b) authorize, issue and sell additional shares of any such series then Outstanding or so established and created, including additional shares of Series AB Preferred Stock, in each case in accordance with applicable law, provided that the Corporation shall, immediately after giving effect to the issuance of such additional shares of Preferred Stock and to its receipt and application of the proceeds thereof, including to the redemption of shares of Preferred Stock with such proceeds, have Asset Coverage (calculated in the same manner as is contemplated by Section 4.2 hereof) of at least 200%.

8.2. Status of Converted, Redeemed or Repurchased Series AB Preferred Stock. Shares of Series AB Preferred Stock that at any time have been converted, redeemed or purchased by the Corporation shall, after such conversion, redemption or purchase, have the status of authorized but unissued shares of Capital Stock, without designation as to series.

8.3. Adjustment for Reorganization Events.

(a) In the event of:

(b) The above provisions of this Section 8.3 shall similarly apply to successive Reorganization Events.

(c) The Corporation (or any successor) shall, no less than 10 calendar days prior to the anticipated effective date of any Reorganization Event (or, if such anticipated effective date cannot be reasonably determined 10 calendar days prior to the date thereof, as promptly as reasonably practicable after the Corporation (or any successor) has become aware of the anticipated effective date), provide written notice to the holders of shares of Series AB Preferred Stock of such occurrence of such event and of the kind and amount of the cash, securities or other property that constitutes the Exchange Property. Failure to deliver such notice shall not affect the operation of this Section 8.3.

(d) The Corporation shall not enter into any agreement for a transaction constituting a Reorganization Event unless (i) such agreement provides for or does not interfere with or prevent (as applicable) conversion of the shares of Series AB Preferred Stock into the Exchange Property in a manner that is consistent with and gives effect to this Section 8.3, and (ii) to the extent that the Corporation is not the surviving corporation in such Reorganization Event or will be dissolved in connection with such Reorganization Event, proper provision shall be made in the agreements governing such Reorganization Event for the conversion of the shares of Series AB Preferred Stock into stock of the person surviving such Reorganization Event or such other continuing entity in such Reorganization Event. The Corporation (or any successor) shall have the right to settle any conversions of shares of Series AB Preferred Stock in cash, Exchange Property or any combination thereof.

(e) With respect to any conversion of shares of Series AB Preferred Stock pursuant to this Certificate of Designation, the Corporation may, as it determines appropriate in its sole discretion, adjust the conversion rate to account for any stock splits, stock combinations or stock dividends the ex-dividend date for which occurs during the period used for calculating the Conversion Price.

8.5. Termination. In the event that no shares of Series AB Preferred Stock are Outstanding, all rights and preferences of the shares of Series AB Preferred Stock established and designated hereunder shall cease and terminate, and all obligations of the Corporation under this Certificate of Designation with respect to such Series AB Preferred Stock shall terminate.

8.6. Amendment. The Board of Directors may, by resolution duly adopted, without stockholder approval (except as otherwise provided by this Certificate of Designation or required by applicable law) amend this Certificate of Designation so as to reflect any amendments to the terms applicable to the Series AB Preferred Stock, including an increase in the number of authorized shares of the Series AB Preferred Stock.

8.8. Modification. The Board of Directors, without the vote of the Holders of Series AB Preferred Stock, may interpret, supplement or amend the provisions of this Certificate of Designation to supply any omission, resolve any inconsistency or ambiguity or to cure, correct or supplement any defective or inconsistent provision, including any provision that becomes defective after the date hereof because of impossibility of performance or any provision that is inconsistent with any provision of any other Capital Stock of the Corporation.

8.9. Information Rights. During any period in which the Corporation is not subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any shares of Series AB Preferred Stock are Outstanding, the Corporation will provide Holders of Series AB Term Preferred Stock, without cost, copies of SEC Reports that the Corporation would have been required to file pursuant to Section 13 or 15(d) of the Exchange Act if the Corporation was subject to such provisions or, alternatively, the Corporation will voluntarily file SEC Reports as if the Corporation was subject to Section 13 or 15(d) of the Exchange Act.

8.10. No Additional Rights. Unless otherwise required by law or the Certificate of Incorporation, the Holders of shares of Series AB Preferred Stock shall not have any relative rights or preferences or other special rights other than those specifically set forth in this Certificate of Designation.

8.11. Interpretation.

[Signature Page Follows]

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Designation to be duly executed by its duly authorized officer as of this 22nd day of March 2024.

EAGLE POINT CREDIT COMPANY INC.

By:	/s/ Kenneth P. Onorio
	Name:	Kenneth P. Onorio
	Title:	Chief Financial Officer

Exhibit 99.(e)(2)

EAGLE POINT CREDIT COMPANY INC.

CONVERTIBLE AND PERPETUAL PREFERRED STOCK

DIVIDEND REINVESTMENT PLAN

Introduction

Under the Convertible and Perpetual Preferred Stock Dividend Reinvestment Plan (the “Plan”) for Eagle Point Credit Company Inc. (the “Corporation”), dividends and/or distributions to a holder of shares of the Corporation’s 7.00% Series AA Convertible and Perpetual Preferred Stock, $0.001 par value per share, 7.00% Series AB Convertible and Perpetual Preferred Stock, $0.001 par value per share, or any future series of Convertible and Perpetual Preferred Stock (each, a “Share” and, collectively, the “Shares”) will automatically be reinvested in additional Shares of the same series as the Shares in respect of which such dividends and/or distributions are being paid. Each registered stockholder may elect to have dividends and distributions distributed in cash (i.e., “opt-out”) rather than participate in the Plan. For any registered stockholder that does not so elect (each, a “Participant” and collectively, the “Participants”), dividends and/or distributions on such stockholder’s Shares will be reinvested by Computershare Trust Company, N.A., as administrator of the Plan (the “Plan Agent”), and as agent for stockholders in administering the Plan, in additional Shares, as set forth below. Participation in the Plan is completely voluntary, and may be terminated or resumed at any time without penalty by so notifying the Plan Agent by telephone, in writing or by visiting the Plan Agent’s website at www.computershare.com. If received by the Plan Agent prior to the dividend record date, such termination or resumption will be effective with respect to any subsequently declared dividend or other distribution. Participants who hold their Shares through a broker or other nominee and who wish to elect to receive any dividends and distributions in cash must contact their broker or nominee.

Plan Details

The Plan Agent will record Shares held for each Participant under the Plan in the same account which such holder holds Shares. Whenever the Corporation declares a dividend or other distribution (together, a “Dividend”) payable in cash, non-participants in the Plan will receive cash and Participants will receive the equivalent in Shares. The Shares will be acquired by the Plan Agent for the Participants’ accounts through receipt of additional unissued but authorized Shares from the Corporation (“Newly Issued Shares”).

On the payment date for any Dividend, the Plan Agent will invest the Dividend amount in Newly Issued Shares on behalf of the Participants. The number of Newly Issued Shares to be credited to each Participant’s account will be determined by dividing the dollar amount of the Dividend by $23.75 or 95% of the liquidation preference per Share of $25.00. Shares of Preferred Stock received through the plan will be of the same preferred series.

The Plan Agent maintains all Participants’ accounts in the Plan and furnishes written confirmation of all transactions in the accounts, including information needed by Participants for tax records. Shares in the account of each Participant will be held in book entry form, and may be held in the Plan Agent’s name or the Plan Agent’s nominee. Each stockholder proxy will include those Shares purchased or received pursuant to the Plan. The Plan Agent will forward all proxy solicitation materials to Participants and Participants shall be entitled to directly vote proxies for Shares held under the Plan.

In the case of stockholders such as banks, brokers or nominees which hold Shares for others who are the beneficial owners, the Plan Agent will administer the Plan on the basis of the number of Shares certified from time to time by the record stockholder and held for the account of beneficial owners who participate in the Plan.

Any stock dividends or split of Shares distributed by the Corporation on Shares held by the Plan Agent for Participants will be credited to their accounts. In the event that the Corporation makes available to its stockholders rights to purchase additional Shares or other securities, the Shares held for each Participant under the Plan will be added to other Shares held by the Participant in calculating the number of rights to be issued to each Participant.

The Plan Agent’s fees for the handling of the reinvestment of dividends and distributions will be paid by the Corporation. The automatic reinvestment of Dividends will not relieve Participants of any Federal, state or local income tax that may be payable (or required to be withheld) on such dividend.

Each Participant may terminate his or her account under the Plan by so notifying the Plan Agent by telephone, in writing or by visiting the Plan Agent’s website at www.computershare.com. Such termination will be effective immediately if received by the Plan Agent prior to any dividend or distribution record date; otherwise, such termination or resumption will be effective on the first trading day after the payment date for such Dividend, with respect to any subsequent Dividend. Upon any withdrawal or termination, the terminating Participant’s Shares will be credited to such Participant’s account and the Plan Agent will cause to be delivered to each terminating Participant a statement of holdings for the appropriate number of the Corporation’s whole book-entry Shares and a check for the cash adjustment of any fractional Share at the liquidation preference per Share as of the close of business on the day the termination is effective less any applicable fee.

The Corporation reserves the right to amend or terminate the Plan upon notice in writing to each Participant at least 30 days prior to any record date for the payment of any dividend or distribution by the Corporation. There is no direct service charge to Participants with regard to purchases in the Plan; however, the Corporation reserves the right to amend the Plan to include a service charge payable by the Participants. Notice will be sent to Participants of any amendments as soon as practicable after such action by the Corporation.

All correspondence from a registered owner of Shares concerning the Dividend Reinvestment Plan should be directed to the Plan Agent at Computershare Trust Company, N.A., [P.O. Box 43007 Providence, RI 02940-3007]; or through the Plan Agent’s website at www.computershare.com. Participants who hold their Shares through a broker or other nominee should direct correspondence or questions concerning the Dividend Reinvestment Plan to their broker or nominee.

10.

The Corporation and the Plan Agent, and any agent of either of them, are not liable for any act done in good faith or for any omission to act in good faith, including, without limitation, (i) any claim of liability arising out of failure to terminate a Participant’s account upon a Participant’s death prior to receipt of notice in writing of such death from a qualified representative of the deceased, (ii) any claim of liability arising out of the inability to purchase Shares, (iii) the prices at which Shares are purchased for a Participant’s account, (iv) the times when such purchases are made, or (v) any fluctuations in the market value of the Shares.

You should recognize that neither the Corporation nor the Plan Agent can assure you of a profit or protect you against a loss on any Shares purchased for your account under the Plan. An investment in the Shares under the Plan is, like any equity investment, subject to investment risk and possible loss of some or all of the principal amount invested.

Exhibit 99.(h)(4)

Eagle Point Credit Company Inc.

7.00% Series AA Convertible and Perpetual Preferred Stock
7.00% Series AB Convertible and Perpetual Preferred Stock

DEALER MANAGER AGREEMENT

March 22, 2024

Eagle Point Credit Company Inc.

600 Steamboat Road, Suite 202

Greenwich, CT 06830

Ladies and Gentlemen:

Eagle Point Credit Company Inc., a Delaware corporation registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”), as a non-diversified, closed-end management investment company (the “Fund”), has registered for public sale (the “Offering”) 7.00% Series AA Convertible and Perpetual Preferred Stock (the “Series AA Preferred Stock”) and 7.00% Series AB Convertible and Perpetual Preferred Stock (the “Series AB Preferred Stock” and, together with the Series AA Preferred Stock, the “Preferred Stock”), to be issued and sold to the public on a “best efforts” basis through Eagle Point Securities LLC, as the managing dealer (the “Dealer Manager”) and the broker-dealers and other financial intermediaries participating in the offering (the “Selling Agents”). The Preferred Stock will be sold at the offering price, as more fully described in its registration statement on Form N-2 filed by the Fund (File No. 333-269139) (as may be amended or supplemented from time to time, the “Registration Statement”), which includes the Fund’s prospectus, as amended or supplemented from time to time. Terms not otherwise defined herein shall have the same meaning as in the Prospectus, as that term is defined in Section 1.1 below.

The Fund has entered into an amended and restated investment advisory agreement, dated as of May 16, 2017 (the “Investment Advisory Agreement”), with Eagle Point Credit Management LLC, a Delaware limited liability company registered as an investment adviser (the “Adviser”) under the Investment Advisers Act of 1940, as amended, and the rules and regulations thereunder (collectively, the “Advisers Act”).

The Fund hereby enters into this agreement (this “Agreement”) with the Dealer Manager, as follows:

1. Representations and Warranties of the Fund.

The Fund hereby represents and warrants to the Dealer Manager and each Selling Agent with whom the Dealer Manager and the Fund have entered into or will enter into a Sales Agreement (the “Sales Agreement”) in substantially the form attached as Exhibit 1 to this Agreement (or such other form as shall be approved in writing by the Fund) that, as of the date hereof and at all times during the Offering (provided that, to the extent such representations and warranties are given only as of a specified date or dates, the Fund only makes such representations and warranties as of such date or dates):

1.1 The Fund has prepared and filed with the Securities and Exchange Commission (the “SEC”) the Registration Statement for the registration of the Preferred Stock in accordance in all material respects with applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the applicable rules and regulations of the SEC promulgated thereunder (the “Securities Act Regulations”). As used in this Agreement, the term “Effective Date” means the date as first set forth above; the term “Prospectus” means the prospectus in the form constituting a part of the Registration Statement on the Effective Date, as well as in the form filed with the SEC pursuant to Rule 424 after the Registration Statement becomes effective, except that the term “Prospectus” shall also include any amendment or supplement thereto; and the term “Filing Date” means the applicable date upon which the initial Prospectus or any amendment or supplement thereto is filed with the SEC. As of the date hereof, the SEC has not issued any stop order suspending the effectiveness of the Registration Statement and no notices have been received by the Fund to the effect that any proceeding for that purpose has been instituted or is pending before or threatened by the SEC under the Securities Act.

1.2 The Registration Statement and the Prospectus, and any further amendments or supplements thereto, will, as of the applicable Effective Date, comply in all material respects with the Securities Act and the Securities Act Regulations; the Registration Statement does not, and any amendments thereto will not, in each case as of the applicable Effective Date, contain an untrue statement of material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading; provided, however, that the Fund makes no warranty or representation with respect to any statement contained in the Registration Statement or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information furnished in writing to the Fund by the Dealer Manager or any Selling Agent expressly for use in the Registration Statement or the Prospectus, or any amendments or supplements thereto.

1.3 The Investment Advisory Agreement has been duly authorized, executed and delivered by the Fund.

1.4 The Fund is a Delaware corporation registered under the Investment Company Act, validly existing and in good standing under the laws of the State of Delaware, with full power and authority to conduct its business as described in the Registration Statement and the Prospectus and to enter into this Agreement and to perform the transactions contemplated hereby; this Agreement has been duly authorized, executed and delivered by the Fund and, assuming due authorization, execution and delivery by the Dealer Manager, is a legal, valid and binding agreement of the Fund enforceable against the Fund in accordance with its terms, except as enforceability may be limited by reorganization, moratorium, or similar laws affecting creditors’ rights generally, and by general equitable principles, and except to the extent that the enforceability of the indemnity and/or contribution provisions contained in Section 6 of this Agreement may be limited under applicable securities laws.

1.5 The Fund has qualified to do business and is in good standing in every jurisdiction in which the conduct of its business, as described in the Registration Statement and the Prospectus, requires such qualification, except where the failure to do so would not have a material adverse effect on the condition or results, financial or otherwise, of operations of the Fund (a “Fund Material Adverse Effect”). The Adviser has qualified to do business and is in good standing in every jurisdiction in which the conduct of its business, as described in the Registration Statement and the Prospectus, requires such qualification, except where the failure to do so would not have a material adverse effect on the condition or results, financial or otherwise, of operations or cash flows of the Adviser or would materially and adversely affect the regulatory status of the Adviser such that the Adviser would be prevented from carrying out its obligations under the Investment Advisory Agreement (an “Adviser Material Adverse Effect” and each of an Adviser Material Adverse Effect and a Fund Material Adverse Effect, as applicable to the Fund or the Adviser, a “Material Adverse Effect”).

1.6 The Preferred Stock conforms in all material respects to the description of the Preferred Stock contained in the Registration Statement and the Prospectus. The authorized Preferred Stock as of the date hereof are as set forth in the Prospectus under the caption “Description of Preferred Stock.” As of the date hereof, all the issued and outstanding Preferred Stock of the Fund are fully paid and non-assessable.

1.7 The Fund is not in violation of its certificate of incorporation or its bylaws and the execution and delivery of this Agreement, the issuance, sale and delivery of the Preferred Stock, the consummation of the transactions herein contemplated and compliance with the terms of this Agreement by the Fund will not violate the terms of or constitute a default under: (a) its certificate of incorporation or bylaws; or (b) any indenture, mortgage, deed of trust, lease or other material agreement to which the Fund is a party; or (c) any law, rule or regulation applicable to the Fund; or (d) any writ, injunction or decree of any government, governmental instrumentality or court, domestic or foreign, having jurisdiction over the Fund except, in the cases of clauses (b), (c) and (d), for such violations or defaults that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

1.8 The Fund is a non-diversified, closed-end management investment company.

1.9 The terms of the Investment Advisory Agreement, including compensation terms, comply in all material respects with all applicable provisions of the Investment Company Act and the Advisers Act.

1.10 The approval of the Investment Advisory Agreement by the board of directors of the Fund has been made in accordance with the requirements of Section 15 of the Investment Company Act, as may be modified by applicable SEC staff guidance.

1.11 The Fund’s current business operations and investments and contemplated business operations and investments are in compliance in all material respects with the provisions of the Investment Company Act and the rules and regulations of the SEC thereunder, except as will not result, individually or in the aggregate, in a Material Adverse Effect.

1.12 The provisions of the certificate of incorporation and bylaws of the Fund and the investment objectives, policies and restrictions described in the Prospectus are not inconsistent with the requirements of the Investment Company Act and the rules and regulations of the SEC thereunder.

1.13 Except as have been obtained or waived, no material consent, approval, authorization or other order of any governmental authority is required in connection with the execution or delivery by the Fund of this Agreement or the issuance and sale by the Fund of the Preferred Stock, except (a) registration of the Preferred Stock under the Securities Act; (b) any necessary qualification under the securities or blue sky laws of the jurisdictions in which the Preferred Stock is being offered by the Dealer Manager and the Selling Agents; and (c) any necessary qualification under the conduct rules set forth in the Financial Industry Regulatory Authority, Inc. (“FINRA”) rulebook (the “FINRA Rules”).

1.14 There are no actions, suits or proceedings pending or, to the knowledge of the Fund, threatened against either the Fund or the Adviser at law or in equity or before or by any federal or state commission, regulatory body, or administrative agency or other governmental body, domestic or foreign, which would have a Material Adverse Effect.

1.15 The issuance and sale of the Preferred Stock has been duly authorized by the Fund, and, when issued and duly delivered against payment therefor as contemplated by this Agreement, will be validly issued, fully paid and non-assessable, free and clear of any pledge, lien, encumbrance, security interest or other claim, and the issuance and sale of the Preferred Stock by the Fund is not subject to preemptive or other similar rights arising by operation of law, under the certificate of incorporation or bylaws of the Fund or under any agreement to which the Fund is a party or otherwise.

1.16 The Fund has entered into an escrow agreement (the “Escrow Agreement”) with UMB Bank, National Association as escrow agent (the “Escrow Agent”) and the Dealer Manager, in the form included as an exhibit to the Registration Statement, which provides for the establishment of an escrow account into which subscribers’ funds will be deposited pursuant to the subscription procedures described in Section 14 below (the “Escrow Account”).

1.17 The financial statement of the Fund included in the Registration Statement and the Prospectus, together with the related notes, present fairly, in all material respects, the financial position of the Fund, as of the date specified, in conformity with generally accepted accounting principles applied on a consistent basis and in conformity with Regulation S-X of the SEC, except as described in the notes thereto. No additional financial statements are required to be included in the Registration Statement or the Prospectus.

1.18 KPMG LLP, whose report on the financial statement of the Fund included in the Registration Statement and Prospectus, are, and during the period covered by the report included in the Registration Statement and the Prospectus, were independent registered public accountants as required by the Securities Act and the rules and regulations of the Public Company Accounting Oversight Board.

1.19 Since the respective dates as of which information is given in the Registration Statement and the Prospectus or any amendments or supplements thereto, there has not been any event or development which could reasonably be seen as having a Material Adverse Effect.

1.20 There are no contracts or other documents required by the Securities Act or the Securities Act Regulations to be described in or incorporated by reference into the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement which have not been accurately described in all material respects in the Prospectus or incorporated or filed as required.

1.21 The Fund has, and, to the knowledge of the Fund, all of the Fund’s directors or officers in their capacities as such have, complied in all material respects with any applicable provision of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in connection therewith.

1.22 Neither the Fund nor, to the knowledge of the Fund, any director, officer, employee or affiliate of the Fund is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder.

2. Representations and Warranties of Dealer Manager.

The Dealer Manager represents and warrants that (provided that, to the extent representations and warranties of the Fund are given only as of a specified date or dates, the Dealer Manager only makes such representations and warranties as of such date or dates):

2.1 The Dealer Manager is a duly organized Delaware limited liability company in good standing and has all requisite power and authority to enter into this Agreement.

2.2 This Agreement, when executed by Dealer Manager, is duly authorized and is a valid and binding agreement of Dealer Manager, enforceable in accordance with its terms.

2.3 The consummation of the transactions contemplated in this Agreement will not result in a breach or violation of any order, rule or regulation directed to Dealer Manager by any court, FINRA or any federal or state regulatory body or administrative agency having jurisdiction over Dealer Manager or its affiliates.

2.4 Dealer Manager is duly registered as a broker-dealer pursuant to the provisions of the Exchange Act, a member in good standing with FINRA, and a broker or dealer duly registered as a broker-dealer in any state where offers are made by Dealer Manager or, if not so registered, able to rely on an applicable exemption from state registration. Dealer Manager is in material compliance with all applicable laws, regulations, requirements and rules of the Securities Act, the Exchange Act, applicable state law and FINRA. Dealer Manager has all required licenses and permits to carry out the Offering as described in this Agreement.

2.5 Dealer Manager is properly licensed with FINRA to sell the Preferred Stock. There is no provision in the Dealer Manager’s FINRA membership agreement that would restrict the ability of the Dealer Manager to carry out the Offering as described in this Agreement.

2.6 Dealer Manager has reasonable grounds to believe, based on information made available to it by the Fund, that all material facts are adequately and accurately disclosed in the Fund’s Registration Statement. The Dealer Manager represents and warrants to the Fund and each person that signs the Registration Statement that the information regarding the Offering in the Prospectus and all other information furnished to the Fund by the Dealer Manager in writing expressly for use in the Registration Statement, any preliminary prospectus, the Prospectus, or any amendment or supplement thereto, 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 the statements therein, in light of the circumstances under which they were made, not misleading

2.7 This Agreement, or any supplement or amendment hereto, may be filed by the Fund with the SEC or FINRA, if such filing should be required, and may be filed with, and may be subject to the approval of any applicable federal and applicable state securities regulatory agencies, if required.

2.8 No agreement will be made by Dealer Manager with any person permitting the resale, repurchase or distribution of the Preferred Stock purchased by such person, unless authorized by the Fund.

2.9 Dealer Manager has established and implemented anti-money-laundering compliance programs, in accordance with FINRA Rule 3310 and the Bank Secrecy Act as amended by Section 352 of the Money Laundering Abatement Act and Section 326 of the Patriot Act of 2001, and rules and regulations thereunder, including 31 C.F.R. 1023.210 (collectively, “AML Rules”) (the “AML Program”), reasonably expected to detect and cause the reporting of suspicious transactions in connection with the offering and sale of the Preferred Stock. In addition, the Dealer Manager represents that it has established and implemented a program for compliance with Executive Order 13224 and all regulations and programs administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control regulations (“OFAC Program”) and will continue to maintain its OFAC Program during the term of this Agreement. The Dealer Manager further represents that it is currently in compliance with all AML Rules and OFAC requirements, specifically including, but not limited to, the Customer Identification Program requirements under Section 326 of the USA PATRIOT Act and Customer Due Diligence requirements under 31 C.F.R. 1023.210 and 230.

2.10 As of any applicable date, that none of (i) Dealer Manager, (ii) any general partner or managing member of Dealer Manager, (iii) any director, executive officer, other officer participating in an Offering, general partner or managing member of Dealer Manager or (iv) any person that has been or will be paid (directly or indirectly) remuneration for solicitation of Investors in connection with the sale of securities:

2.10.1

Has been convicted, within 10 years of any applicable date of any felony or misdemeanor that was:

(a)

In connection with the purchase or sale of any security;

(b)

Involving the making of any false filing with the SEC or FINRA; or

(c)

Arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities.

2.10.2 Is subject to any order, judgment or decree of any court of competent jurisdiction, entered within 5 years before any applicable date, that, as of such applicable date, restrains or enjoins such person from engaging or continuing in any conduct or practice:

(a)

In connection with the purchase or sale of any security;

(b)

Involving the making of any false filing with the SEC or FINRA; or

(c)

Arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities.

2.10.3 Is subject to a final order of a state securities commission (or an agency or officer of a state performing like functions), a state authority that supervises or examines banks, savings associations or credit unions, a state insurance commission (or an agency or officer of a state performing like functions), an appropriate federal banking agency, the U.S. Commodity Futures Trading Commission or the National Credit Union Administration that:

(a)

As of any applicable date, bars the person from:

(1)

Association with an entity regulated by such commission, authority, agency or officer;

(2)

Engaging in the business of securities, insurance or banking; or

(3)

Engaging in savings association or credit union activities; or

(b)

Constitutes a final order based on a violation of any law or regulation that prohibits fraudulent, manipulative or deceptive conduct entered within 10 years before any applicable date.

2.10.4

Is subject to an order of the SEC pursuant to sections 15(b) or 15B(c) of the Exchange Act or section 203(e) or (f) of the Investment Advisers Act that, as of any applicable date:

(a)

Suspends or revokes such person’s registration as a broker, dealer, municipal securities dealer or investment advisor;

(b)

Places limitations on the activities, functions or operations of such person; or

(c)

Bars such person from being associated with any entity or from participating in the offering of any penny stock.

2.10.5

Is subject to any order of the SEC entered within 5 years before any applicable date, that, as of such applicable date, orders the person to cease and desist from committing or causing a violation or future violation of:

(a)

Any scienter-based anti-fraud provisions of the federal securities laws including, without limitation, section 17(a)(1) of the Securities Act, section 10(b) of the Exchange Act and 17 CFR 240.10b-5, section 15(c)(1) of the Exchange Act and section 206(1) of the Investment Advisers Act, or any other rule or regulation thereunder; or

(b)

Section 5 of the Securities Act.

2.10.6

Is suspended or expelled from membership in, or suspended or barred from association with, a member of a registered national securities exchange or a registered national or affiliated securities association for any act or omission to act constituting conduct inconsistent with just and equitable principles of trade.

2.10.7

Has filed (as a registrant or issuer), was named as a distributor or underwriter in, or was otherwise involved in, any registration statement or offering statement filed with the SEC that, within 5 years of any applicable date, was the subject of a refusal order, stop order or order suspending an offering exemption or, is, as of any applicable date, the subject of an investigation or proceeding to determine whether a stop order or suspension order should be issued.

2.10.8

Is subject to a United States Postal Service false representation order entered within 5 years before any applicable date, or is, as of any applicable date, subject to a temporary restraining order or preliminary injunction with respect to conduct alleged by the United States Postal Service to constitute a scheme or device for obtaining money or property through the mail by means of false representations.

2.10.9

The Dealer Manager agrees to immediately notify the Issuer if there is a violation or potential violation of the representations set forth in this Section 5.9 during the Term.

2.11 The representations and warranties made in this Section 2 are and shall be continuing representations and warranties throughout the term. In the event that any of these representations or warranties becomes untrue, Dealer Manager will immediately notify the Fund in writing of the fact which makes the representation or warranty untrue.

3. Covenants of the Fund.

The Fund hereby covenants and agrees with the Dealer Manager that:

3.1 The Fund will: (a) reasonably promptly advise the Dealer Manager (i) of the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to the Prospectus, and (ii) of the time and date that any post-effective amendment to the Registration Statement becomes effective; provided, however, that verbal or written notification (which may include email) to Dealer Manager of the availability of such filing or declaration of effectiveness on the SEC’s EDGAR system, concurrent with or reasonably promptly following such filing or declaration of effectiveness, shall be deemed to be notification for the purpose of this section; (b) timely file every amendment or supplement to the Registration Statement or the Prospectus that may be required by the SEC or under the Securities Act; and (c) promptly notify the Dealer Manager if at any time the SEC shall issue any stop order suspending the effectiveness of the Registration Statement, and, to the extent the Fund determines that such action is in its best interest, the Fund will use its commercially reasonable efforts to obtain the lifting of such order at the earliest possible time.

3.2 In addition to and apart from the Prospectus, the Dealer Manager intends to furnish to all appropriate regulatory agencies and self-regulatory organizations (“SROs”) and use printed sales literature or other materials in connection with the Offering prepared by the Fund, the Adviser or the Dealer Manager. As used herein, “Authorized Sales Materials” shall mean such printed sales literature or other materials prepared by the Fund, the Adviser or the Dealer Manager, provided that the use of said sales literature and other materials has been filed, reviewed and not objected to by all appropriate regulatory agencies and SROs and all comments (if any) from such regulatory agencies and SROs have been appropriately incorporated or reasonably objected to.

3.3 The Fund will, at no expense to the Dealer Manager, furnish the Dealer Manager with such number of printed, or electronic, copies of the Registration Statement, including all amendments and exhibits thereto, as the Dealer Manager may reasonably request. The Fund will similarly furnish to the Dealer Manager and Selling Agents designated by the Dealer Manager as many copies as the Dealer Manager may reasonably request in connection with the Offering of the Preferred Stock of (a) the Prospectus in preliminary and final form and every form of supplement to the Prospectus or post-effective amendment to the Registration Statement; and (b) the Authorized Sales Materials.

3.4 In consideration of the rights granted to the Dealer Manager, the Dealer Manager agrees to use its best efforts to solicit orders for the sale of the Preferred Stock at the public offering price and will undertake such advertising and promotion as it believes is reasonable in connection with such solicitation. The Dealer Manager shall review and file such materials with FINRA or state regulators to the extent required by the rules of FINRA or such applicable states, respectively. This shall not prevent the Dealer Manager from entering into like arrangements (including arrangements involving the payment of underwriting commissions) with other issuers. The Dealer Manager will act only on its own behalf as principal should it choose to enter into Sales Agreements with Selling Agents.

3.5 If at any time when a Prospectus is required to be delivered under the Securities Act any event occurs as a result of which, in the opinion of the Fund, the Prospectus would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, the Fund will promptly notify the Dealer Manager thereof (unless the information shall have been received from the Dealer Manager) and the Dealer Manager and the Selling Agents shall suspend the offering and sale of the Preferred Stock in accordance with Section 5.3 hereof until such time as the Fund, in its sole discretion (a) instructs the Dealer Manager to resume the offering and sale of the Preferred Stock and (b) has prepared any required supplement to the Prospectus or post-effective amendment to the Registration Statement as shall be necessary to correct such statement or omission and to comply with the requirements of Section 10 of the Securities Act.

3.6 The Fund will apply the proceeds from the sale of the Preferred Stock as stated in the Prospectus.

3.7 The Fund will engage and maintain, at its expense, a registrar and transfer agent for the Preferred Stock.

3.8 The Fund will operate in a manner so as to enable the Fund to qualify as a regulated investment company under the Internal Revenue Code of 1986, as amended; provided, however, that at the discretion of the Fund’s board of directors, it may elect to not be so treated.

4. Payment of Expenses and Fees.

The Fund agrees to pay all costs and expenses incident to any offering, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, including expenses, fees and taxes in connection with: (a) the registration fee, the preparation and filing of the Registration Statement (including without limitation financial statements, exhibits, schedules and consents), the Prospectus, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Dealer Manager and to Selling Agents (including costs of mailing and shipment); (b) the preparation, issuance and delivery of certificates, if any, for the Preferred Stock, including any stock or other transfer taxes or duties payable upon the sale of the Preferred Stock; (c) all fees and expenses of the Fund’s legal counsel and the independent registered public accounting firm; (d) the qualification of the Preferred Stock for offering and sale under the laws in the states or other jurisdictions that the Fund shall designate as appropriate (the “Qualified Jurisdictions”); (e) filing for review by FINRA of all necessary documents and information relating to the Offering and the Preferred Stock (including the reasonable legal fees and filing fees and other disbursements of counsel relating thereto); (f) the fees and expenses of any transfer agent or registrar for the Preferred Stock and miscellaneous expenses referred to in the Registration Statement; (g) all costs and expenses incurred by the Fund’s or Dealer Manager’s employees in marketing and making road show presentations with respect to the offering of the Preferred Stock; and (h) the performance of the Fund’s other obligations hereunder.

Notwithstanding the foregoing, the Fund shall not make any payments pursuant to this Agreement to the extent such payments would result in the Fund’s organizational and offering expenses exceeding the limitations stated in the Registration Statement or the amount permitted by FINRA Rule 5110, as amended, modified or supplemented from time to time.

5. Obligations and Compensation of Dealer Manager.

The Dealer Manager hereby covenants and agrees with the Fund , as follows:

5.1 The Fund hereby appoints the Dealer Manager as its agent and distributor to solicit and to cause Selling Agents to solicit subscriptions for the Preferred Stock at the subscription price to be paid in accordance with, and otherwise upon the other terms and conditions set forth in, the Prospectus, Sales Agreement and an investor application (the “Investor Application”), and the Dealer Manager agrees to use its best efforts to procure subscribers for the Preferred Stock. It is expressly understood between the Dealer Manager and the Fund that the Adviser and Dealer Manager may cooperate with respect to the offering and sale of the Preferred Stock with other Selling Agents who are registered as broker dealers with the SEC, members of FINRA and duly licensed by the appropriate regulatory agency of each jurisdiction in which they will conduct offers and sales of the Preferred Stock, or with broker dealers exempt from all such registration requirements. Such other Selling Agents may be retained by the Dealer Manager as brokers on terms and conditions identical or similar to this Agreement and shall receive such rates of compensation as are agreed to between the Dealer Manager and the respective other Selling Agents and as are in accordance with the terms of the Registration Statement.

5.2 The Dealer Manager agrees that (i) it will maintain its status as a member of FINRA in good standing, (ii) it and its employees and representatives will remain properly registered and licensed as required by any applicable law, rule, or regulation to act under this Agreement, and (iii) it will continue to maintain its anti-money laundering compliance programs in accordance with applicable law, including applicable AML Rules, such that it is reasonably designed to detect and cause the reporting of suspicious transactions in connection with the offering and sale of the Preferred Stock. In addition, the Dealer Manager will continue to maintain its OFAC Program during the term of this Agreement.

The Dealer Manager hereby agrees, upon request of the Fund, to provide an annual certification to the Fund that, as of the date of such certification (i) its AML Program and its OFAC Program are consistent with the AML Rules and OFAC requirements, (ii) it has continued to implement its AML Program and its OFAC Program, and (iii) it is currently in compliance with all AML Rules and OFAC requirements, specifically including, but not limited to, the Customer Identification Program requirements under Section 326 of the USA PATRIOT Act.

The Dealer Manager further agrees to require in any Sales Agreement that such Selling Agent has in place and will maintain an anti-money laundering program consistent with all applicable AML Rules, including that such intermediaries have procedures in place to identify and verify the identification of all customers (including beneficial owners of all legal entity customers) as required under applicable AML Rules.

5.3 With respect to its participation and the participation by each Selling Agent in the offer and sale of the Preferred Stock (including, without limitation, any resales and transfers of Preferred Stock), the Dealer Manager agrees, and, by virtue of entering into the Sales Agreement, each Selling Agent shall have agreed, to comply and shall comply with all the applicable requirements under the Securities Act, the Exchange Act, conduct rules of FINRA or its predecessor, the National Association of Securities Dealers, Inc. (specifically including, but not in any way limited to FINRA Rules 2040, 2231, 5110 and 5141 therein (each, as may be amended from time to time), and any other applicable foreign, state or local securities or other laws or rules of FINRA or any other applicable self-regulatory agency in offering and selling the Preferred Stock. The Dealer Manager agrees, and each Selling Agent shall have agreed, to comply and shall comply with any applicable requirements with respect to its and each Selling Agent’s participation in any resale or transfer of the Preferred Stock. Such compliance includes submitting initial filings and all subsequent responses required through FINRA’s Public Offering System on behalf of the Fund to the extent such filings are required. In addition, the Dealer Manager agrees, and each Selling Agent shall have agreed, that should it or they assist with the resale or transfer of the Preferred Stock, it and each Selling Agent will fully comply with all applicable FINRA or Commission Rules or any other applicable Federal or state laws.

5.4 The Dealer Manager shall cause the Preferred Stock to be offered and sold only in the Qualified Jurisdictions, and in such additional jurisdictions as may be added thereto in which the offering and sale of Preferred Stock has been authorized by appropriate state regulatory authorities. The Dealer Manager shall ensure that no Preferred Stock is offered or sold for the account of the Fund in any other jurisdictions. The Dealer Manager shall use and distribute in conjunction with the offer and sale of any Preferred Stock only the Prospectus and the Authorized Sales Materials. The Authorized Sales Materials may only be furnished to prospective investors if accompanied or preceded by the Prospectus. The Dealer Manager covenants and agrees that it will not use any sales literature not authorized and approved by the Fund or use any “broker-dealer use only” or “advisor use only” materials with members of the public in connection with offers or sales of the Preferred Stock. The Dealer Manager agrees, and will cause the Selling Agents to each agree, to suspend or terminate offering and sale of the Preferred Stock upon request of the Fund at any time and to resume offering and sale of the Preferred Stock upon subsequent request of the Fund.

5.5 In consideration for the services rendered by the Dealer Manager, the Fund agrees that it will pay to the Dealer Manager the compensation set forth in Exhibit 2 with respect to (i) a sale of Preferred Stock by a Selling Agent through a Sales Agreement; and (ii) a purchase of Preferred Stock by a client of a selected investment advisor (the “SIA”) through a Selected Investment Advisor Agreement (the “Selected Investment Advisor Agreement”), attached as Exhibit 3 to this Agreement. In accordance with the Sales Agreement, the Dealer Manager will reallow all or a portion of the upfront selling commissions (the “Up-Front Selling Commissions”) and dealer manager fees (the “Dealer Manager Fees” and, together with the Up-Front Selling Commissions, the “Selling Commissions”) to Selling Agents. For these purposes, a “sale of Preferred Stock” shall occur following the release from escrow of the Offering proceeds, and, if and only if, a transaction has closed with securities purchased pursuant to all applicable offering and subscription documents, and the Fund has thereafter distributed the Selling Commission to the Dealer Manager in connection with such transaction or as otherwise described in Section 14 hereof. See Schedule 1 of the Sales Agreement for further details regarding the Selling Commissions. Any amounts of Selling Commissions not reallowed to the extent provided in the Sales Agreement shall be retained by the Dealer Manager. The Dealer Manager is responsible for making reallowance payments to Selling Agents.

5.6 The Dealer Manager represents and warrants to the Fund that, to the extent required by a Sales Agreement, Dealer Manager or its affiliates will compensate such Selling Agent in accordance with the Fund’s Prospectus and the applicable Sales Agreement.

5.7 The Fund shall pay the Dealer Manager, or through the Dealer Manager, the Selling Agents, for due diligence or review fees charged in connection with conducting due diligence required to carry out responsibilities under this Amended and Restated Dealer Manager Agreement or the Sales Agreement. The Fund shall reimburse the Dealer Manager or Selling Agents for reasonable out-of-pocket due diligence expenses incurred by the Dealer Manager or such Selling Agent. Such due diligence expenses may include reasonable travel, lodging, meals and other reasonable out-of-pocket expenses incurred by the Dealer Manager or any Selling Agent and their personnel when visiting the Fund’s offices to verify information relating to the Fund or Preferred Stock. The Fund shall also reimburse the Dealer Manager for filing fees in connection with FINRA filings made on behalf of the Fund. The Dealer Manager or any Selling Agent shall provide to the Fund a detailed and itemized invoice for any such due diligence or filing expenses.

5.8 In no event shall the total aggregate underwriting compensation payable to the Dealer Manager and any Selling Agent participating in the Offering, including, but not limited to, Dealer Manager Fee and the Selling Commissions, exceed such amount permitted by FINRA Rule 5110, as amended, modified or supplemented from time to time.

5.9 The Dealer Manager covenants and agrees to the Fund and each person that signs the Registration Statement that the information furnished to the Fund by the Dealer Manager regarding the Offering in the Prospectus and all other information furnished to the Fund by the Dealer Manager in writing expressly for use in the Registration Statement, any preliminary prospectus, the Prospectus, or any amendment or supplement thereto, will 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 the statements therein, in light of the circumstances under which they were made, not misleading.

5.10 The Dealer Manager covenants to the Fund that it will not represent or imply that the Escrow Agent has investigated the desirability or advisability of investment in the Fund, or has approved, endorsed or passed upon the merits of the Preferred Stock or the Fund, nor will the Dealer Manager use the name of said Escrow Agent in any manner whatsoever in connection with the offer or sale of the Preferred Stock other than by acknowledgment that it has agreed to serve as escrow agent.

5.11 The Dealer Manager shall provide to the Fund timely copies of all correspondence with FINRA (through FINRA’s Public Offering System, email or other forms of communication) on behalf of the Fund.

6. Indemnification.

6.1 For the purposes of this Section 6, an entity’s “Indemnified Parties” shall include such entity’s officers, trustees, directors, employees, members, partners, agents and representatives, and each person, if any, who controls such entity within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act.

6.2 The Fund will indemnify, defend (subject to Section 6.6) and hold harmless the Selling Agents and the Dealer Manager, and their respective Indemnified Parties, from and against any losses, claims (including the reasonable cost of investigation), damages or liabilities, joint or several, to which such Selling Agents or Dealer Manager, or their respective Indemnified Parties, may become subject, under the Securities Act or the Exchange Act, or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (a) in whole or in part, any material inaccuracy in a representation or warranty contained herein by the Fund, any material breach of a covenant contained herein by the Fund, or any material failure by the Fund to perform its obligations hereunder or to comply with state or federal securities laws applicable to the Offering, (b) any untrue statement or alleged untrue statement of a material fact contained (i) in the Registration Statement or any post-effective amendment thereto or in the Prospectus or any supplement thereto or (ii) in any Authorized Sales Materials, or (c) the omission or alleged omission to state a material fact required to be stated in the Registration Statement or any post-effective amendment thereof or in the Prospectus or any supplement to the Prospectus as necessary to make the statements therein not misleading, and the Fund will reimburse each Selling Agent or Dealer Manager, and/or their respective Indemnified Parties, for any legal or other expenses reasonably incurred by such Selling Agent or Dealer Manager, and/or their respective Indemnified Parties, in connection with investigating or defending such loss, claim, damage, liability or action; provided, however, that the Fund will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of, or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished either (x) to the Fund by the Dealer Manager or (y) to the Fund or Dealer Manager by or on behalf of any Selling Agent expressly for use in the Registration Statement or any such post-effective amendment thereto, or the Prospectus or any such supplement thereto. This indemnity agreement will be in addition to any liability which the Fund may otherwise have.

6.3 The Dealer Manager will indemnify, defend and hold harmless the Fund, their respective Indemnified Parties and each person who has signed the Registration Statement, from and against any losses, claims, damages or liabilities to which any of the aforesaid parties may become subject, under the Securities Act or the Exchange Act, or otherwise, insofar as such losses, claims (including the reasonable cost of investigation), damages or liabilities (or actions in respect thereof) arise out of or are based upon (a) in whole or in part, any material inaccuracy in a representation or warranty contained herein by the Dealer Manager, any material breach of a covenant contained herein by the Dealer Manager or any material failure by the Dealer Manager to perform its obligations hereunder, (b) any untrue statement or any alleged untrue statement of a material fact contained (i) in the Registration Statement or any post-effective amendment thereto or in the Prospectus or any supplement thereto or (ii) in any Authorized Sales Materials, (c) the omission or alleged omission to state a material fact required to be stated in the Registration Statement or any post-effective amendment thereof or in the Prospectus or any supplement to the Prospectus as necessary to make the statements therein not misleading; provided, however, that in each case described in clauses (b) and (c), to the extent, but only to the extent, that such untrue statement or omission was made in reliance upon and in conformity with written information furnished to the Fund by the Dealer Manager specifically for use with reference to the Dealer Manager in the preparation of the Registration Statement or any such post-effective amendments thereof or the Prospectus or any such supplement thereto, (d) any use of sales literature by the Dealer Manager not authorized or approved by the Fund or any use of “broker-dealer use only” or “advisor use only” materials with members of the public concerning the Preferred Stock by the Dealer Manager, (e) any untrue statement made by the Dealer Manager or its representatives or agents or omission to state a fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading in connection with the offer and sale of the Preferred Stock, (f) any material violation by the Dealer Manager of this Agreement, (g) any failure by the Dealer Manager to comply with applicable laws governing money laundering abatement and anti-terrorist financing efforts, including applicable FINRA Rules, SEC Rules and the USA PATRIOT Act, or (h) any other failure by the Dealer Manager to comply with applicable FINRA or Commission Rules. The Dealer Manager will reimburse the aforesaid parties in connection with investigation or defense of such loss, claim, damage, liability or action. This indemnity agreement will be in addition to any liability which the Dealer Manager may otherwise have.

6.4 Each Selling Agent severally will indemnify, defend and hold harmless the Fund, the Dealer Manager, each of their respective Indemnified Parties and each person who signs the Registration Statement, from and against any losses, claims, damages or liabilities to which the Fund, the Dealer Manager, any of their respective Indemnified Parties or any person who signed the Registration Statement, may become subject, under the Securities Act or otherwise, insofar as such losses, claims (including the reasonable cost of investigation), damages or liabilities (or actions in respect thereof) arise out of or are based upon (a) in whole or in part, any material inaccuracy in a representation or warranty by the Selling Agent, any material breach of a covenant by the Selling Agent or any material failure by the Selling Agent to perform its obligations hereunder or under the Sales Agreement, (b) any untrue statement or alleged untrue statement of a material fact contained (i) in the Registration Statement or any post-effective amendment thereto or the Prospectus or any supplement thereto or (ii) in any Authorized Sales Materials, (c) the omission or alleged omission to state a material fact required to be stated in the Registration Statement or any post-effective amendment thereof or in the Prospectus or any supplement to the Prospectus or necessary to make statements therein not misleading; provided, however, that in each case described in clauses (b) and (c), to the extent, but only to the extent, that such untrue statement or omission was made in reliance upon and in conformity with written information furnished to the Fund or the Dealer Manager by the Selling Agent specifically for use with reference to the Selling Agent in the Registration Statement or any such post-effective amendments thereof or the Prospectus or any such supplement thereto, (d) any use of sales literature by the Selling Agent not authorized or approved by the Fund or use of “broker-dealer use only” or “advisor use only” materials with members of the public concerning the Preferred Stock by such Selling Agent or Selling Agent’s representatives or agents, (e) any untrue statement made by such Selling Agent or its representatives or agents or omission to state a fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading in connection with the offer and sale of the Preferred Stock, (f) any failure by the Selling Agent to comply with Section VII or Section X of the Sales Agreement or any other material violation of the Sales Agreement, (g) any failure of the Selling Agent to comply with applicable laws governing money laundering abatement and anti-terrorist financing efforts, including applicable FINRA Rules, Commission Rules and the USA PATRIOT Act, or (h) any other failure by the Selling Agent to comply with applicable FINRA or Commission Rules or any other applicable Federal or state laws, including its failure to ensure the appropriate FINRA licensing credentials for its representatives. Each Selling Agent will reimburse the aforesaid parties in connection with investigation or defense of such loss, claim, damage, liability or action. This indemnity agreement will be in addition to any liability which the Selling Agent may otherwise have.

6.5 Promptly after receipt by an indemnified party under this Section 6 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 6, notify in writing the indemnifying party of the commencement thereof but failure to so notify the indemnifying party will not relieve the indemnifying party from any liability which the indemnifying party may have hereunder or otherwise, except to the extent that such failure materially prejudices the indemnifying party’s rights. In case any such action is brought against any indemnified party, and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled, to the extent it may wish, jointly with any other indemnifying party similarly notified, to participate in the defense thereof, with separate counsel. Such participation shall not relieve such indemnifying party of the obligation to reimburse the indemnified party for reasonable legal and other expenses (subject to Section 6.6) incurred by such indemnified party in defending itself, except for such expenses incurred after the indemnifying party has deposited funds sufficient to effect the settlement, with prejudice, of the claim in respect of which indemnity is sought. Alternatively, at its sole option, the indemnifying party, jointly with any other indemnifying parties similarly notified, may assume the defense thereof. In any action or proceeding the defense of which the indemnifying party assumes, the indemnified party will have the right to participate in such litigation and to retain its own counsel at such indemnified party’s own expense. Any such indemnifying party shall not be liable to any such indemnified party on account of any settlement of any claim or action effected without the prior written consent of such indemnifying party, which consent will not be unreasonably withheld or delayed.

6.6 An indemnifying party under Section 6 of this Agreement shall be obligated to reimburse an indemnified party for reasonable legal and other expenses as follows:

(a) In the case of the Fund indemnifying the Dealer Manager, the advancement of funds of the Fund to the Dealer Manager for legal expenses and other costs incurred as a result of any legal action for which indemnification is being sought shall be permissible only if all of the following conditions are satisfied: (i) the legal action relates to acts or omissions with respect to the performance of duties or services on behalf of the Fund; (ii) the legal action is initiated by a third party who is not a stockholder of the Fund or the legal action is initiated by a stockholder of the Fund acting in his or her capacity as such and a court of competent jurisdiction specifically approves such advancement; and (iii) the Dealer Manager undertakes to repay the advanced funds to the Fund, together with the applicable legal rate of interest thereon, in cases which the Dealer Manager is found not to be entitled to indemnification.

(b) In any case of indemnification other than that described in Section 6.6(a) above, the indemnifying party shall pay all reasonable legal fees and expenses of the indemnified party in the defense of such claims or actions; provided, however, that the indemnifying party shall not be obligated to pay legal expenses and fees to more than one law firm in connection with the defense of similar claims arising out of the same alleged acts or omissions giving rise to such claims notwithstanding that such actions or claims are alleged or brought by one or more parties against more than one indemnified party (including other selling agents that sign other sales or similar agreements). If such claims or actions are alleged or brought against more than one indemnified party, then the indemnifying party shall only be obliged to reimburse the reasonable expenses and fees of the one law firm that has been selected by a majority of the indemnified parties against which such action is finally brought unless the indemnifying party has assumed the defense in which case it shall only be required to provide reimbursement as set forth in Section 6.5; and in the event a majority of such indemnified parties is unable to agree on which law firm for which expenses or fees will be reimbursable by the indemnifying party, then payment shall be made to the first law firm of record representing an indemnified party against the action or claim. Such law firm shall be paid only to the extent of services performed by such law firm and no reimbursement shall be payable to such law firm on account of legal services performed by another law firm. Notwithstanding the foregoing, to the extent such law firm is not located in the same jurisdiction as any legal proceeding subject to such indemnity, the indemnifying party shall also cover reasonable local counsel fees of one other law firm in each jurisdiction where the litigation is pending, it being understood that the responsibilities of such local counsel shall be minimal and not overlap with that of the lead law firm, and that such responsibilities shall consist primarily of matters such lead law firm is unable to undertake on a cost-efficient basis.

6.7 The indemnity agreements contained in this Section 6 shall remain operative and in full force and effect regardless of: (a) any investigation made by or on behalf of any Selling Agent, or any person controlling any Selling Agent, or by or on behalf of the Fund, the Dealer Manager or any officer, trustee or director thereof, or by or on behalf of the Fund or the Dealer Manager; (b) delivery of any Preferred Stock and payment therefor; and (c) any termination of this Agreement or any Sales Agreement (with respect to acts that occurred prior to the time of such termination). A successor of any Selling Agent or of any of the parties to this Agreement, as the case may be, shall be entitled to the benefits of the indemnity agreements contained in this Section 6.

6.8 Notwithstanding any other provision of this Section 6, no party shall be entitled to indemnification or contribution under this Agreement in violation of Section 17(i) of the Investment Company Act.

7. Survival of Provisions.

The respective agreements, representations and warranties of the Fund and the Dealer Manager set forth in this Agreement shall remain operative and in full force and effect until terminated regardless of: (a) any investigation made by or on behalf of the Dealer Manager or any Selling Agent or any person controlling the Dealer Manager or any Selling Agent or by or on behalf of the Fund or any person controlling the Fund; and (b) the delivery of payment for the Preferred Stock. Following the termination of this Agreement, this Agreement will become void and there will be no liability of any party to any other party hereto, except for obligations under Sections 6, 7, 8, 10, 11, 12 and 16, all of which will survive the termination of this Agreement.

8. Applicable Law; Venue.

THE PARTIES TO THIS AGREEMENT, ACTING FOR THEMSELVES AND FOR THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, WITHOUT REGARD TO DOMICILE, CITIZENSHIP OR RESIDENCE, EXPRESSLY AND IRREVOCABLY SUBMIT TO, AS THE EXCLUSIVE FORUM FOR THE DETERMINATION OF ALL DISPUTES ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT, THE JURISDICTION OF ANY UNITED STATES FEDERAL OR STATE COURT THAT IS LOCATED IN THE STATE OF NEW YORK, COUNTY OF NEW YORK. EACH OF THE PARTIES WAIVES ANY CLAIMS OF INCONVENIENT FORUM OR VENUE.

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 the laws of the State of New York applicable to contracts formed and to be formed entirely within the State of New York, without regard to the conflicts of laws principles and rules thereof, to the extent such principles would require or permit the application of the laws of another jurisdiction.

9. Counterparts.

10. Entire Agreement.

This Agreement and the Exhibits attached hereto constitute the entire agreement among the parties and supersede any prior understanding, whether written or oral, prior to the date hereof with respect to the Offering.

11. Successors, Amendment and Assignment.

11.1 This Agreement shall inure to the benefit of and be binding upon the Dealer Manager, the Fund, and their respective successors and permitted assigns and shall inure to the benefit of the Selling Agents to the extent set forth in Sections 1 and 6 hereof. Nothing in this Agreement is intended or shall be construed to give to any other person any right, remedy or claim, except as otherwise specifically provided herein.

11.2 This Agreement may be amended only by the written agreement of the Dealer Manager and the Fund.

11.3 Neither the Fund nor the Dealer Manager may assign or transfer any of such party’s rights or obligations under this Agreement without the prior written consent of the Dealer Manager, on the one hand, or the Fund, on the other hand.

12. Term and Termination.

12.1 This Agreement may be terminated at any time by the Dealer Manager upon sixty (60) days’ notice.

12.2 This Agreement may be terminated at any time, without the payment of any penalty, by vote of a majority of the Fund’s directors who are not “interested persons” (as defined in the Investment Company Act) of the Fund and who have no direct or indirect financial interest in the operation of the Fund’s distribution plan or this Agreement or by vote a majority of the outstanding voting securities of the Fund, on not more than sixty (60) days’ written notice to the Dealer Manager.

12.3 The Dealer Manager, upon the expiration or termination of this Agreement, shall (i) promptly deposit any and all funds, if any, in its possession which were received from investors for the sale of Preferred Stock into the appropriate account designated by the Fund, (ii) promptly deliver to the Fund all records and documents in its possession which relate to the Offering and are not designated as dealer copies, (iii) provide a list of all purchasers and broker-dealers with whom the Dealer Manager has initiated oral or written discussions regarding the Offering, and (iv) notify Selling Agents of such termination. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents but shall keep all such information confidential. The Dealer Manager shall use its best efforts to cooperate with the Fund to accomplish an orderly transfer of management of the Offering to a party designated by the Fund.

12.4 In addition to any other obligations of the Company that survive the expiration or termination of this Agreement, the Fund shall pay to the Dealer Manager all compensation to which the Dealer Manager is or becomes entitled under Section 5 at such time as such compensation becomes payable.

13. Confirmation.

The Fund hereby agrees and assumes, or will arrange for a party designated by it to assume, the duty to confirm, on its behalf and on behalf of Selling Agents, all orders for purchase of Preferred Stock accepted by the Fund. Such confirmations will comply with the rules of the SEC and FINRA and will comply with applicable laws of such other jurisdictions to the extent the Fund is advised of such laws in writing by the Dealer Manager.

14. Submission of Orders.

The Fund will sell Preferred Stock using two closing services provided by the Depository Trust Company (“DTC”). The first service is DTC closing (“DTC Settlement”), and the second service is Direct Registration Service (“DRS Settlement”). Investors purchasing through DTC Settlement will coordinate with their registered representatives to pay the full purchase price for their shares of Preferred Stock by the settlement date, and such payments will not be held in escrow. Investors permitted to purchase through DRS Settlement must complete and sign subscription agreements, which will be delivered to the Escrow Agent. In addition, investors utilizing the DRS Settlement service must pay the full purchase price for their shares of Preferred Stock to the Escrow Agent, to be held in trust for the investor’s benefit pending release to the Fund.

The methods of delivery of investors’ subscriptions to the Fund are detailed as follows:

(i) DTC Settlement. Registered representatives whose clients are investing through DTC Settlement must coordinate with their clients to pay the full purchase price for the Preferred Stock by the settlement date. Investor payments under the DTC Settlement option will not be held in escrow. Investors must warrant and represent to the registered representative that they have received a copy of the Prospectus and have had time to review it.

(ii) DRS Settlement. Subject to compliance with Rule 15c2-4 of the Exchange Act, in connection with purchases using DRS Settlement, the Dealer Manager or Selling Agent, as applicable, will promptly deposit any checks received from subscribers in an escrow account maintained by the Escrow Agent. When the Dealer Manager’s or a Selling Agent’s internal supervisory procedures are conducted at the site at which the Subscription Agreement and check were initially received from the subscriber, the Dealer Manager or Selling Agent, as applicable, shall transmit the Subscription Agreement and check to the Escrow Agent by noon of the next business day following receipt of the check and Subscription Agreement. When, pursuant to the Dealer Manager’s or the Selling Agent’s internal supervisory procedures, final internal supervisory procedures are conducted at a different location (the “Final Review Office”), the Dealer Manager or Selling Agent, as applicable, shall transmit the check and Subscription Agreement to the Final Review Office by noon of the next business day following the receipt of the Subscription Agreement and check. The Final Review Office will, by noon of the next business day following its receipt of the Subscription Agreement and check, forward both the Subscription Agreement and check to the Escrow Agent. If any Subscription Agreement is rejected by the Dealer Manager or the Fund, then the Subscription Agreement and check will be returned to the rejected subscriber within 45 business days from the date of receipt by the Fund of the Subscription Agreement. If accepted, the funds will be transferred into the Fund’s general account by the Escrow Agent on the next closing date. The Fund will provide investors a confirmation of their purchase subsequent to closing, and will generally admit stockholders on a semimonthly basis.

A sale of a share of Preferred Stock shall be deemed by the Fund to be completed if and only if (i) the Fund has received payment of the full purchase price of each purchased share of Preferred Stock, from an investor who satisfies the minimum purchase requirements set forth in the Registration Statement as determined by the Selling Agent, or the Dealer Manager, as applicable, in accordance with the provisions of this Agreement, which minimum purchase requirement may be waived in the Fund’s sole discretion, (ii) the Fund has accepted such subscription, and, if using DRS Settlement, a properly completed and executed Subscription Agreement, and (iii) such investor has been admitted as a stockholder of the Fund. In addition, such investor is required to represent and warrant in the Subscription Agreement or, if placing an order through a registered representative not through a Subscription Agreement in connection with a DTC Settlement, to the registered representative, that the investor has received a copy of the Prospectus and has had sufficient time to review the Prospectus.

Thus, for orders settled using DTC Settlement, the Dealer Manager will require that the Selling Agent acknowledge that once an order has become effective upon confirmation by the Fund, the Selling Agent may not modify the order after 5:00 PM EST on the date the order is confirmed by the Fund. After 5:00 PM EST on the date the order is confirmed by the Fund, the order will be considered a firm order and the Selling Agent is expected to settle the trade as follows: (i) if the Dealer Manager or Selling Agent has receive payment in full from an investor for the investor’s purchase of Preferred Stock on or before 5:00 PM EST on the settlement date, such sale of Preferred Stock for which the Fund has received the consideration applicable thereto as described herein and in the Prospectus, and for which no written notice of failure has been given, will be final, not subject to rescission or reversal; (ii) if the Dealer Manager or Selling Agent has not received payment in full from the applicable investor on or before the second business day after the settlement date applicable to purchased shares of Preferred Stock, such investor’s order, upon written notice to the Dealer Manager, shall be canceled, treated as a failed trade and any exchange of funds and securities as between the Fund and the Dealer Manager or Selling Agent in anticipation of settling the purchase in the ordinary course shall be reversed and rescinded; and (iii) after (x) 5:00 PM EST on the second business day after the settlement date, for sales of Preferred Stock made on or before May 27, 2024, or (y) 5:00 PM EST on the first business day after the settlement date, for sales of Preferred Stock made on or after May 28, 2024, a sale of Preferred Stock for which the Fund has received the consideration applicable thereto as described herein and in the Prospectus, and for which no written notice of failure has been given, will be final, not subject to rescission or reversal, and the Dealer Manager’s or Selling Agent’s receipt of payment from applicable investors shall be at the sole risk of the Dealer Manager or Selling Agent. The Dealer Manager hereby acknowledges and agrees that the Fund, in its sole and absolute discretion, may accept or reject any subscription, in whole or in part, for any reason whatsoever or no reason, and no selling commission or dealer manager fee will be paid to the Dealer Manager with respect to that portion of any subscription which is rejected. As used in this Agreement, “business day” means any day other than a Saturday, Sunday or a day on which banking institutions in the State of New York are authorized or obligated by law or executive order to close. Further, the Fund has the sole right, which it may delegate to the Dealer Manager, to determine and change without notice to the Dealer Manager or Selling Agent: (i) the number and timing of closings, including the ability to change the number and timing of closings after communicating the anticipated closing to the Selling Agent; (ii) to limit the total amount of any Preferred Stock sold by all Selling Agent per closing; (iii) to limit the amount of any Preferred Stock sold by the Selling Agent per closing; and (iv) to limit the total number of shares of any Preferred Stock sold by the Selling Agent.

15. Suitability of Investors; Compliance with Privacy Laws.

15.1 The Dealer Manager will offer Preferred Stock, and in its agreements with Selling Agents will require that the Selling Agents offer Preferred Stock, only to those persons who meet the suitability standards set forth in the Prospectus (if any) or in any suitability letter or memorandum sent by the Fund and will only make offers to persons in the jurisdictions in which it is advised in writing that the Preferred Stock is qualified for sale or that such qualification is not required. In offering Preferred Stock, the Dealer Manager will comply, and in its agreements with Selling Agents, the Dealer Manager will require that the Selling Agents comply, with the provisions of the SEC rules and FINRA Rules, as well as all other applicable rules and regulations relating to suitability of investors, including (without limitation), Regulation Best Interest (17 C.F.R. 15l-1) and FINRA Rule 2211, as applicable.

The Dealer Manager further represents, warrants and covenants that neither the Dealer Manager, nor any person associated with the Dealer Manager shall, and in its agreements with Selling Agents will require that Selling Agents represent, warrant and covenant that such Selling Agent shall offer or sell Preferred Stock in any jurisdiction except to investors who satisfy the investor suitability standards and minimum investment requirements under the applicable provisions described in the Prospectus, including minimum income and net worth standards (if any). The Dealer Manager agrees to ensure that, and in its agreements with Selling Agents will require that Selling Agents ensure that, in recommending the purchase, sale or exchange of Preferred Stock to an investor, the Dealer Manager, Selling Agent, or a person associated with the Dealer Manager or Selling Agent, as applicable, shall have reasonable grounds to believe, on the basis of information obtained from the investor (and thereafter maintained in the manner and for the period required by the SEC, any state securities commission, FINRA or the Fund) concerning his or her age, investment objectives, other investments, financial situation and needs and any other information known to the Dealer Manager, Selling Agent, or person associated with the Dealer Manager or Selling Agent, as applicable, that (i) the investor can reasonably benefit from an investment in the Preferred Stock based on the investor’s overall investment objectives and portfolio structure, (ii) the investor is able to bear the economic risk of the investment based on the investor’s overall financial situation and (iii) the investor has an apparent understanding of (A) the fundamental risks of the investment, (B) the risk that the investor may lose his or her entire investment in the Preferred Stock, (C) the lack of liquidity of the Preferred Stock, (D) the background and qualifications of the Adviser or the persons responsible for directing and managing the Fund and (E) the tax consequences of an investment in the Preferred Stock. In the case of sales to fiduciary accounts, the suitability standards must be met by the person who directly or indirectly supplied the funds for the purchase of the Preferred Stock or by the beneficiary of such fiduciary account. The Dealer Manager further represents, warrants and covenants that the Dealer Manager, or a person associated with the Dealer Manager, and in its agreements with Selling Agents will require that the Selling Agent represent, warrant and covenant that such Selling Agent or its associated persons, will make every reasonable effort to determine the suitability and appropriateness of an investment in Preferred Stock of each proposed investor by reviewing documents and records disclosing the basis upon which the determination as to suitability was reached as to each purchaser of Preferred Stock pursuant to a subscription solicited by the Dealer Manager or Selling Agent, whether such documents and records relate to accounts which have been closed, accounts which are currently maintained or accounts hereafter established. The Dealer Manager agrees, and in its agreements with Selling Agents will require that the Selling Agent agree, to retain such documents and records in the Dealer Manager’s or Selling Agent’s records for a period of six years from the date of the applicable sale of Preferred Stock and to make such documents and records available to (i) the Fund upon request and (ii) representatives of the SEC, FINRA and applicable state securities administrators upon the Dealer Manager’s or Selling Agent’s receipt of an appropriate document subpoena or other appropriate request for documents from any such agency. The Dealer Manager shall not, and in its agreements with Selling Agents will require that the Selling Agent agree that it shall not, purchase any Preferred Stock for a discretionary account without obtaining the prior written approval of the Dealer Manager’s customer and his or her signature on an Investor Application.

15.2 The Dealer Manager agrees, and in its agreements with Selling Agents the Dealer Manager will require the Selling Agents to agree, (a) to abide by and comply with (i) the privacy standards and requirements of the Gramm-Leach-Bliley Act of 1999 (“GLB Act”) and Regulation S-P, (ii) the privacy standards and requirements of any other applicable Federal or state law and (iii) its own internal privacy policies and procedures, each as may be amended from time to time; (b) to refrain from the use or disclosure of non-public personal information (as defined under the GLB Act) of all customers who have opted out of such disclosures except as necessary to service the customers or as otherwise necessary or required by applicable law; and (c) to determine which customers have opted out of the disclosure of non-public personal information by periodically reviewing and, if necessary, retrieving a list of such customers (the “List”) as provided by each to identify customers that have exercised their opt-out rights.

In the event the Dealer Manager uses or discloses non-public personal information of any customer for purposes other than servicing the customer, or as otherwise required by applicable law, the Dealer Manager will consult the List to determine whether the affected customer has exercised his or her opt-out rights. The Dealer Manager understands that it is prohibited from using or disclosing any non-public personal information of any customer that is identified on the List as having opted out of such disclosures.

16. Notices.

Any notice, approval, request, authorization, direction or other communication under this Agreement shall be deemed given (a) when delivered personally, (b) on the first business day after delivery to a national overnight courier service, (c) upon receipt of confirmation if sent via facsimile or (d) on the fifth business day after deposited in the U.S. mail, properly addressed and stamped with the required postage, registered or certified mail, return receipt requested, in each case to the intended recipient at the address set forth below:

If to the Fund:		Eagle Point Credit Company Inc.
		600 Steamboat Road, Suite 202
		Greenwich, CT 06830
		Attention: Legal

If to the Dealer Manager:		Eagle Point Securities LLC
		600 Steamboat Road, Suite 202
		Greenwich, CT 06830
		Attention: Legal

Any party may change its address specified above by giving the other party notice of such change in accordance with this Section 16.

17. No Partnership.

Nothing in this Agreement shall be construed or interpreted to constitute the Dealer Manager as an employee, agent or representative of, or in association with or in partnership with, the Fund; instead, this Agreement shall only constitute the Dealer Manager as a dealer authorized to sell the Preferred Stock according to the terms set forth in the registration statement and the Prospectus as amended and supplemented and in this Agreement.

18. Severability.

The invalidity or unenforceability of any provision of this Agreement shall not affect the other provisions hereof, and this Agreement shall be construed in all respects as if such invalid or unenforceable provision was omitted.

[The remainder of the page is intentionally left blank.]

If the foregoing correctly sets forth our understanding, please indicate your acceptance thereof in the space provided below for that purpose, whereupon this letter and your acceptance shall constitute a binding agreement between us as of the date first above written.

	Very truly yours,

	“FUND”

	EAGLE POINT CREDIT COMPANY INC.

	By:
		Name:
		Title:

Accepted and agreed as of the date first above written:

“DEALER MANAGER”

Eagle Point Securities LLC

By:
	Name:
	Title:

[Signature page to ECC Convertible and Perpetual Preferred Stock Dealer Manager Agreement]

EXHIBIT 1

FORM OF SALES AGREEMENT

EAGLE POINT CREDIT COMPANY INC.

7.00% Series AA Convertible and Perpetual Preferred Stock
and
7.00% Series AB Convertible and Perpetual Preferred Stock

SALES AGREEMENT

[ ], 2024

Ladies and Gentlemen:

Subject to the terms described herein below, Eagle Point Securities LLC, as the managing dealer (the “Dealer Manager”) for Eagle Point Credit Company Inc., a Delaware corporation registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”), as a non-diversified, closed-end management investment company (the “Fund”), invites you (“Selling Agent”) to participate in the distribution, on a “best efforts” basis, 7.00% Series AA Convertible and Perpetual Preferred Stock (the “Series AA Preferred Stock”) and 7.00% Series AB Convertible and Perpetual Preferred Stock (the “Series AB Preferred Stock” and, together with the Series AA Preferred Stock, the “Preferred Stock”) (such offering, the “Offering”), to be issued and sold to the public on a “best efforts” basis. The Preferred Stock will be sold at the offering price as set forth in Section III hereof, which may be subject to change as set forth in the registration statement on Form N-2 filed by the Fund (File No. 333-269139), which includes the Fund’s prospectus, as amended or supplemented from time to time (the “Prospectus”).

I. Dealer Manager Agreement

Eagle Point Credit Management LLC, a Delaware limited liability company, is the investment adviser of the Fund (the “Adviser”). The Dealer Manager has entered into a dealer manager agreement with the Fund dated March 22, 2024 (the “Dealer Manager Agreement”). Upon effectiveness of this Sales Agreement (this “Agreement”) pursuant to Section XIV below, you will become one of the selling agents referred to in the Dealer Manager Agreement and will be entitled and subject to the representations, warranties and covenants contained in the Dealer Manager Agreement relating to the rights and obligations of a selling agent, including, but not limited to, the provisions of Sections 3.5 and 5.3 regarding suspension of offers and sales of Preferred Stock, Section 5.1 regarding solicitation of subscriptions of Preferred Stock, Section 5.2 regarding regulatory compliance, Section 6, wherein each of the selling agents severally agrees to indemnify and hold harmless the Fund, the Adviser, the Dealer Manager and their respective officers, trustees, directors, employees, members, partners, agents and representatives, and each person, if any, who controls such entity within the meaning of Section 15 of the Securities Act of 1933, as amended (the “Securities Act”), or Section 20 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Section 14 regarding submission of subscriptions for Preferred Stock, and Section 15 regarding suitability of investors and compliance procedures for offers and sales of Preferred Stock. Except as otherwise set forth herein, capitalized terms used and not otherwise defined herein shall have the meanings given to them in the Dealer Manager Agreement. The Preferred Stock is offered solely through broker-dealers who are members in good standing of the Financial Industry Regulatory Authority, Inc. (“FINRA”).

Selling Agent hereby agrees to use its best efforts to sell the Preferred Stock for cash on the terms and conditions stated in the Prospectus. Nothing in this Agreement shall be deemed or construed to make Selling Agent an employee, agent, representative, or partner of the Dealer Manager or the Fund, and Selling Agent is not authorized to act for the Dealer Manager or the Fund or to make any representations on their behalf except as set forth in the Prospectus and any printed sales literature or other materials prepared by the Fund, the Adviser or the Dealer Manager, provided that the use of said sales literature and other materials has been approved for use by the Fund in writing and all appropriate regulatory agencies (the “Authorized Sales Materials”). In the event that the Fund uses printed materials in connection with the Offering prepared by the Fund, the Adviser or the Dealer Manager intended for “broker-dealer use only,” Selling Agent shall use such “broker-dealer use only” materials in accordance with Section VII below.

II. Submission of Orders

If using DRS Settlement:

(i) Payments for Preferred Stock shall be made by wire transfer to the Escrow Agent (as defined below) or checks payable to “[ ].” Sales Agent shall forward original checks for the purchase of Preferred Stock together with an original Subscription Agreement, completed, executed and initialed where indicated by the subscriber as provided for in the Subscription Agreement, to UMB Bank, National Association (the “Escrow Agent”) at the address provided in the Subscription Agreement;

(ii) When Sales Agent’s internal supervisory procedures are conducted at the site at which the Subscription Agreement and check for the purchase of Preferred Stock was initially received by Sales Agent from the subscriber, Sales Agent shall transmit the Subscription Agreement and check for the purchase of Preferred Stock to the Escrow Agent by noon of the next business day following receipt of the check and Subscription Agreement. When, pursuant to Sales Agent’s internal supervisory procedures, Sales Agent’s final internal supervisory procedures are conducted at a different location (the “Final Review Office”), Sales Agent shall transmit the check for the purchase of Preferred Stock and Subscription Agreement to the Final Review Office by noon of the next business day following Sales Agent’s receipt of the Subscription Agreement and check for the purchase of Preferred Stock. The Final Review Office will, by noon of the next business day following its receipt of the Subscription Agreement and check for the purchase of Preferred Stock, forward both the Subscription Agreement and check for the purchase of Preferred Stock to the Escrow Agent. If any Subscription Agreement solicited by Sales Agent is rejected by the Fund, then the Subscription Agreement and check will be returned to the rejected subscriber within forty-five business days from the date of receipt by the Fund of the Subscription Agreement. As used in this Agreement, “business day” means any day other than a Saturday, Sunday or a day on which banking institutions in the State of New York are authorized or obligated by law or executive order to close.

If using DTC Settlement, Sales Agent will coordinate for payment in connection with their electronically placed orders.

All subscriptions and orders, whether initial or additional, are subject to acceptance by and shall become effective upon confirmation by the Fund, which reserves the right to reject any subscription or order in its sole discretion for any or no reason. Thus, for orders settled using DTC Settlement, Sales Agent acknowledges that once an order has become effective upon confirmation by the Fund, Sales Agent may not modify the order after 5:00 PM EST on the date the order is confirmed by the Fund. After 5:00 PM EST on the date the order is confirmed by the Fund, the order will be considered a firm order and Sales Agent is expected to settle the trade as follows: (i) if Sales Agent has received payment in full from an investor for the investor’s purchase of Preferred Stock on or before 5:00 PM EST on the settlement date, such sale of Preferred Stock for which the Fund has received the consideration applicable thereto as described herein, in the Dealer Manager Agreement and in the Prospectus, and for which no written notice of failure has been given, will be final, not subject to rescission or reversal; (ii) if Sales Agent has not received payment in full from the applicable investor on or before (x) the second business day after the settlement date applicable to purchased shares of Preferred Stock, in the case of sales made on or before May 27, 2024, or (y) the first business day after the settlement date applicable to purchased shares of Preferred Stock, in the case of sales made on or after May 28, 2024, such investor’s order, upon written notice to the Dealer Manager, shall be canceled, treated as a failed trade and any exchange of funds and securities as between the Fund and Sales Agent in anticipation of settling the purchase in the ordinary course shall be reversed and rescinded; and (iii) after 5:00 PM EST on (x) the second business day after the settlement date applicable to purchased shares of Preferred Stock, in the case of sales made on or before May 27, 2024, or (y) the first business day after the settlement date applicable to purchased shares of Preferred Stock, in the case of sales made on or after May 28, 2024, a sale of Preferred Stock for which the Fund has received the consideration applicable thereto as described herein, in the Dealer Manager Agreement and in the Prospectus, and for which no written notice of failure has been given, will be final, not subject to rescission or reversal, and Sales Agent’s receipt of payment from applicable investors shall be at the sole risk of Sales Agent. Subscriptions and orders not accompanied by the required instrument of payment for Preferred Stock may be rejected. Issuance and delivery of a share of Preferred Stock will be made only after a sale of a share of Preferred Stock is deemed by the Fund to be completed in accordance with Section 14 of the Dealer Manager Agreement. If a subscription or order is rejected, cancelled or rescinded for any reason, then Sales Agent will return to the Dealer Manager any selling commissions or Dealer Manager Fees theretofore paid with respect to such order, and, if Sales Agent fails to so return any such selling commissions or Dealer Manager Fees, the Dealer Manager shall have the right to offset amounts owned against future commissions or Dealer Manager Fees due and otherwise payable to Sales Agent (it being understood and agreed that such right to offset shall not be in limitation of any other rights or remedies that the Dealer Manager may have in connection with such failure).

Notwithstanding the other provisions of this Section II, the Dealer Manager and/or the Fund have the sole right to determine and change without notice to Selling Agent: (i) the number and timing of closings, including the ability to change the number and timing of closings after communicating the anticipated closing to Selling Agent; (ii) to limit the total amount of Series AA Preferred Stock and/or Series AB Preferred Stock sold by all Selling Agents per closing; (iii) to limit the amount of Series AA Preferred Stock and/or Series AB Preferred Stock sold by Selling Agent per closing; and (iv) to limit the total number of shares of Series AA Preferred Stock and/or Series AB Preferred Stock sold by Selling Agent.

III. Pricing

Except as otherwise provided in the Prospectus, the Preferred Stock shall be offered to the public at an offering price (the “Offering Price”) and in accordance with the offering terms and conditions as set forth in the Prospectus and payable in cash. The minimum initial purchase price, if any, will be disclosed in the Prospectus. The Fund will sell the Preferred Stock on a continuous basis at the Offering Price per share of Preferred Stock, subject to the adjustments described in or otherwise provided in the Prospectus. Each person desiring to purchase Preferred Stock using an Investor Application in the Offering must submit subscriptions for a certain dollar amount, rather than a number of Preferred Stock and, as a result, may receive fractional Preferred Stock.

The Preferred Stock is non-assessable. Selling Agent hereby agrees to place any order for the full purchase price except as otherwise provided in the Prospectus.

IV. Selling Agent’s Compensation

Except as described in the Prospectus, the up-front sales load applicable to the Preferred Stock sold by Selling Agent is as provided in Schedule 1. The up-front sales load provided in Schedule 1 includes an up-front selling commission (the “Up-Front Selling Commissions”) and dealer manager fee (the “Dealer Manager Fees” and, together with the Up-Front Selling Commissions, the “Selling Commissions”), as applicable, which the Dealer Manager may reallow. For purposes of Schedule 1, a “sale of Preferred Stock” shall occur following the release from escrow of the Offering proceeds, and if and only if a transaction has closed with a securities purchaser pursuant to all applicable offering and subscription documents and the Fund has thereafter distributed the Up-Front Selling Commission to the Dealer Manager in connection with such transaction.

The Dealer Manager will reallow all or a portion of the distribution and/or service fees, Up-Front Selling Commissions and Dealer Manager Fees to Selling Agent as is provided in Schedule 1 in its sole discretion as an upfront marketing support fee, provided that Selling Agent has agreed to provide marketing and due diligence services as set forth in Schedule 1.

See Schedule 1 for further details regarding the Selling Commissions.

Selling Agent hereby waives any and all rights to receive payment of the Selling Commissions due until such time as the Dealer Manager is in receipt of such Selling Commissions from the Fund. Selling Agent affirms that the Dealer Manager’s liability for Selling Commissions payable is limited solely to the proceeds received associated therewith.

Selling Agent acknowledges and agrees that no commissions, payments or amount whatsoever will be paid to Selling Agent in respect of the purchase of Preferred Stock by a Selling Agent, in its individual capacity, or by a retirement plan of such Selling Agent, or by an officer, trustee, director or employee of the Fund, the Adviser or their respective affiliates.

The parties hereby agree that the foregoing underwriting compensation, including the Selling Commissions, are not in excess of the usual and customary distributors’ or sellers’ commission received in the sale of securities similar to the Preferred Stock, that Selling Agent’s interest in the offering is limited to such compensation from the Dealer Manager and Selling Agent’s indemnity referred to in Section 6 of the Dealer Manager Agreement, and that the Fund is not liable or responsible for the direct payment of such Selling Commissions to Selling Agent. In addition, as set forth in the Prospectus, the Fund may reimburse selling agents for reasonable out-of-pocket due diligence expenses incurred by such selling agents. Selling Agent shall provide a detailed and itemized invoice for any such due diligence expenses.

Notwithstanding anything to the contrary above, the parties agree that Selling Agent shall not be entitled to receive Selling Commissions with respect to advisory program clients (“Consulting Clients”); however, for the avoidance of doubt, the parties hereto agree that Selling Agent shall be entitled to receive any applicable service fees with respect to Consulting Clients.

Selling Agent shall have the right to rebate to Consulting Clients any service or distribution fees received in connect with a Consulting Client, it being understood that Selling Agent will receive separate compensation directly from such Consulting Clients.

V. Payment

Payments of any Selling Commissions will be made by the Dealer Manager (or by the Fund as the agent of the Dealer Manager, as provided in the Dealer Manager Agreement) to Selling Agent within thirty (30) days of the receipt by the Dealer Manager of the gross Selling Commission from the Fund.

Selling Agent, in its sole discretion, may authorize Dealer Manager (or by the Fund as the agent of the Dealer Manager, as provided in the Dealer Manager Agreement) to deposit Selling Commissions and other payments due to it pursuant to this Agreement directly to its bank account. If Selling Agent so elects, Selling Agent shall provide such deposit authorization and instructions in Schedule 2 to this Agreement.

VI. Right to Reject Orders or Cancel Sales

All orders, whether initial or additional, are subject to acceptance by and shall only become effective upon confirmation by the Fund, which reserves the right to reject any order, in whole or in part, for any or no reason. Orders not accompanied by an Investor Application and executed signature page thereto and the required Subscription Payment for the Preferred Stock may be rejected. Issuance and delivery of the Preferred Stock will be made only after actual receipt of payment therefor. If any Subscription Payment is not paid upon presentment, or if the Fund is not in actual receipt of clearinghouse funds or cash, certified or cashier’s check or the equivalent in payment for the Preferred Stock within fifteen (15) days of sale, the Fund reserves the right to cancel the sale without notice. In the event an order is rejected, canceled or rescinded for any reason, Selling Agent agrees to return to the Dealer Manager within thirty (30) days thereafter any Selling Commission theretofore paid with respect to such order, and, if Selling Agent fails to so return any such Selling Commission, the Dealer Manager shall have the right to offset amounts owed against future Selling Commissions due and otherwise payable to Selling Agent.

VII. Prospectus and Authorized Sales Materials

Selling Agent is not authorized or permitted to give, and will not give, any information or make any representation (written or oral) concerning the Preferred Stock except as set forth in the Prospectus and the Authorized Sales Materials. The Dealer Manager will supply Selling Agent with reasonable quantities of the Prospectus, any supplements thereto and any amended Prospectus, as well as any Authorized Sales Materials, for delivery to investors, and Selling Agent will deliver a copy of the Prospectus and all supplements thereto and any amended Prospectus to each investor to whom an offer is made prior to or simultaneously with the first solicitation of an offer to sell the Preferred Stock to an investor. Selling Agent agrees that it will not send or give any supplements to the Prospectus, any amended Prospectus or any Authorized Sales Materials to that investor unless it has previously sent or given a Prospectus and all supplements thereto and any amended Prospectus to that investor or has simultaneously sent or given a Prospectus and all supplements thereto and any amended Prospectus with such Prospectus supplement, amended Prospectus or Authorized Sales Materials. Selling Agent agrees that it will not show or give to any investor or prospective investor or reproduce any material or writing which is supplied to it by the Dealer Manager and marked “broker-dealer use only” or otherwise bearing a legend denoting that it is not to be used in connection with the offer or sale of Preferred Stock to members of the public. Selling Agent agrees that it will not use in connection with the offer or sale of Preferred Stock any materials or writings which have not been previously approved by the Fund in writing other than the Prospectus and the Authorized Sales Materials. Selling Agent agrees to furnish a copy of any revised preliminary Prospectus to each person to whom it has furnished a copy of any previous preliminary Prospectus, and further agrees that it will itself mail or otherwise deliver all preliminary and final Prospectuses required for compliance with the provisions of Rule 15c2-8 under the Exchange Act. Regardless of the termination of this Agreement, Selling Agent will deliver a Prospectus in transactions in the Preferred Stock for a period of ninety (90) days from the Effective Date of the Registration Statement or such longer period as may be required by the Exchange Act. Selling Agent agrees to comply with all the applicable requirements under the Securities Act, the Exchange Act, conduct rules of FINRA or its predecessor, the National Association of Securities Dealers, Inc., and any other foreign, state or local securities or other laws or rules of FINRA or any other applicable self-regulatory agency in offering and selling Preferred Stock.

VIII. License and Association Membership

Selling Agent’s acceptance of this Agreement constitutes a representation to the Fund and the Dealer Manager that Selling Agent is a properly registered or licensed broker-dealer, duly authorized to sell Preferred Stock under federal and state securities laws and regulations in all states where it offers or sells Preferred Stock, and that it is a member in good standing of FINRA. Selling Agent represents and warrants that it is currently licensed as a broker-dealer in the jurisdictions identified on Schedule 3 to this Agreement. Selling Agent represents and warrants that it is its sole responsibility to ensure that its representatives are properly registered and licensed as required by any applicable law, rule or regulation. This Agreement shall automatically terminate if Selling Agent ceases to be a member in good standing of FINRA or with the securities commission of the state in which Selling Agent’s principal office is located. Selling Agent agrees to notify the Dealer Manager immediately if Selling Agent ceases to be a member in good standing of FINRA or with the securities commission of any state in which Selling Agent is currently registered or licensed, or in the case of a foreign dealer, so to conform. Selling Agent also hereby agrees to abide by the conduct rules set forth in the FINRA rulebook (“FINRA Rules”), including, without limitation, FINRA Rules 2040, 2231, 5110 and 5141.

IX. Anti-Money Laundering Compliance Programs

Selling Agent’s acceptance of this Dealer Agreement constitutes a representation to the Fund and the Dealer Manager that Selling Agent has established and implemented an anti-money laundering compliance program (“AML Program”) in accordance with applicable law, including the Bank Secrecy Act, as amended by the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (the “USA PATRIOT Act”), Section 352 of the International Money Laundering Abatement and Anti-Terrorist Financing Act of 2001 (the “Money Laundering Abatement Act”) and the Anti-Money Laundering Act of 2020 (each as may be amended from time to time , and implementing regulations thereunder promulgated by the U.S. Department of the Treasury, the Financial Crimes Enforcement Network, FINRA, and the U.S. Securities and Exchange Commission (the “SEC”) Rules (the “Commission Rules”) (collectively, the “AML Rules”) reasonably expected to detect and cause the reporting of suspicious transactions in connection with the sale of Preferred Stock. In addition, Selling Agent represents that it has established and implemented a program for compliance with Executive Order 13224 and all regulations and programs administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control Department of Commerce, Bureau of Industry and Security, or the Department of State (such regulations and program, “Sanctions,” and such program as established by the Selling Agent, “OFAC Program”) and will continue to maintain its OFAC Program during the term of this Agreement. Upon request by the Dealer Manager at any time, Selling Agent hereby agrees to (i) furnish a written copy of its AML Program and OFAC Program to the Dealer Manager for review, and (ii) furnish a copy of the findings and any remedial actions taken in connection with Selling Agent’s most recent independent testing of its AML Program and/or its OFAC Program.

The parties acknowledge that for the purposes of AML Rules, the investors who purchase Preferred Stock through Selling Agent are “customers” of Selling Agent and not the Dealer Manager. Nonetheless, to the extent that the Dealer Manager deems it prudent, Selling Agent shall cooperate with the Dealer Manager’s reasonable requests for information, records and data related to the Fund’s stockholders introduced to, and serviced by, Selling Agent (the “Customers”). Notwithstanding the foregoing, Selling Agent shall not be required to provide to the Dealer Manager any documentation that, in Selling Agent’s reasonable judgment, would cause Selling Agent to lose the benefit of attorney-client privilege or other privilege which it may be entitled to assert relating to the discoverability of documents in any civil or criminal proceedings. Selling Agent hereby represents that it is currently in compliance with all AML Rules and all OFAC requirements, specifically including, but not limited to, the Customer Due Diligence requirements under 31 C.F.R. § 1023.210(b)(5) and the Customer Identification Program requirements under Section 326 of the USA PATRIOT Act. Selling Agent hereby agrees, upon request by the Dealer Manager to (A) provide an annual certification to Dealer Manager that, as of the date of such certification (i) its AML Program and its OFAC Program are consistent with the AML Rules and Sanctions requirements; (ii) it has continued to implement its AML Program and its OFAC Program, and (iii) it is currently in compliance with all AML Rules and Sanctions requirements, specifically including, but not limited to, the Customer Identification Program requirements under Section 326 of the USA PATRIOT Act and beneficial ownership requirements under 31 C.F.R. § 1010.230; and (B) perform and carry out, on behalf of both the Dealer Manager and the Fund, the Customer Identification Program requirements in accordance with Section 326 of the USA PATRIOT Act and applicable SEC and Treasury Department Rules thereunder.

X. Limitation of Offer; Suitability

Selling Agent will offer Preferred Stock only to persons who meet the respective suitability standards for the Preferred Stock as set forth in the Prospectus and in accordance with the offering and conditions contained therein, or in any suitability letter or memorandum sent to it by the Fund or the Dealer Manager and will only make offers to persons in the jurisdictions in which it is advised in writing that the Preferred Stock is qualified for sale or that such qualification is not required. Preferred Stock is available for purchase by persons meeting the suitability standards described in the Prospectus. Notwithstanding the qualification of the Preferred Stock for sale in any respective jurisdiction (or the exemption therefrom), Selling Agent represents, warrants and covenants that it will not offer Preferred Stock and will not permit any of its registered representatives to offer Preferred Stock in any jurisdiction unless both Selling Agent and such registered representative are duly licensed to transact securities business in such jurisdiction. In offering Preferred Stock, Selling Agent will comply with the provisions of FINRA Rules, as well as all other applicable rules and regulations relating to suitability of investors.

Selling Agent further represents, warrants and covenants that neither Selling Agent, nor any person associated with Selling Agent, shall offer or sell Preferred Stock in any jurisdiction except to investors who satisfy the investor suitability standards and minimum investment requirements under the most restrictive of the following: (a) applicable provisions described in the Prospectus, including minimum income and net worth standards; (b) applicable laws of the jurisdiction of which such investor is a resident; or (c) applicable FINRA Rules. Selling Agent agrees to ensure that, in recommending the purchase, sale or exchange of Preferred Stock to an investor, Selling Agent, or a person associated with Selling Agent, shall have reasonable grounds to believe, on the basis of information obtained from the investor (and thereafter maintained in the manner and for the period required by the SEC, any state securities commission, FINRA or the Fund) concerning his or her age, investment objectives, investment experience, income, net worth, other investments, financial situation and needs, and any other information known to Selling Agent, or a person associated with Selling Agent, that (i) the investor can reasonably benefit from an investment in the Preferred Stock based on the investor’s overall investment objectives and portfolio structure, (ii) the investor is able to bear the economic risk of the investment based on the investor’s overall financial situation, and (iii) the investor has an apparent understanding of (A) the fundamental risks of the investment, (B) the risk that the investor may lose his or her entire investment in the Preferred Stock, (C) the lack of liquidity of the Preferred Stock, (D) the background and qualifications of the Adviser or the persons responsible for directing and managing the Fund, and (E) the tax consequences of an investment in the Preferred Stock, provided, however, that for institutional accounts within the meaning of FINRA Rule 2111, the Selling Agent will ensure compliance with the requirements of Rule 2111 and any applicable state law with respect to institutional accounts. In the case of sales to fiduciary accounts, the suitability standards must be met by the person who directly or indirectly supplied the funds for the purchase of the Preferred Stock or by the beneficiary of such fiduciary account. Selling Agent further represents, warrants and covenants that Selling Agent, or a person associated with Selling Agent, will make every reasonable effort to determine the suitability and appropriateness of an investment in Preferred Stock of each proposed investor by reviewing documents and records disclosing the basis upon which the determination as to suitability was reached as to each purchaser of Preferred Stock pursuant to a subscription solicited by Selling Agent, whether such documents and records relate to accounts which have been closed, accounts which are currently maintained, or accounts hereafter established. Selling Agent agrees to retain such documents and records in Selling Agent’s records for a period of six years from the date of the applicable sale of Preferred Stock, to otherwise comply with the record keeping requirements provided in Section XII below and to make such documents and records available to (i) the Dealer Manager and the Fund upon request, and (ii) representatives of the SEC, FINRA and applicable state securities administrators upon Selling Agent’s receipt of an appropriate document subpoena or other appropriate request for documents from any such agency. Selling Agent further represents, warrants and covenants that it will notify Dealer Manager in writing if an investment in the Preferred Stock becomes no longer suitable or appropriate for a proposed investor prior to the acceptance of the order by the Fund. Selling Agent shall not purchase any Preferred Stock for a discretionary account without obtaining the prior written approval of Selling Agent’s customer and his or her signature on an Investor Application.

XI. Due Diligence; Adequate Disclosure

Prior to offering the Preferred Stock for sale, Selling Agent shall have conducted an inquiry (the “Diligence Review”) such that Selling Agent has reasonable grounds to believe, based on information made available to Selling Agent by the Fund or the Dealer Manager through the Prospectus or other materials, that all material facts are adequately and accurately disclosed and provide a basis for evaluating a purchase of Preferred Stock. In determining the adequacy of disclosed facts pursuant to the foregoing, Selling Agent may obtain, upon request, information on material facts relating at a minimum to the following: (i) items of compensation; (ii) tax aspects; (iii) financial stability and experience of the Fund and its Adviser; (iv) conflicts and risk factors; and (v) other pertinent reports. Notwithstanding the foregoing, Selling Agent may rely upon the results of an inquiry conducted by an independent third party retained for that purpose or another selling agent, provided that: (i) such Selling Agent has reasonable grounds to believe that such inquiry was conducted with due care by said independent third party or such other selling agent; (ii) the results of the inquiry were provided to Selling Agent with the consent of the other selling agent conducting or directing the inquiry; and (iii) no selling agent that participated in the inquiry is an affiliate of the Fund or its Adviser. Prior to the sale of the Preferred Stock, Selling Agent shall inform each prospective purchaser of Preferred Stock of pertinent facts relating to the Preferred Stock including specifically the lack of liquidity and lack of marketability of the Preferred Stock during the term of the investment but shall not, in any event, make any representation on behalf of the Fund or the Adviser except as set forth in the Prospectus and any Authorized Sales Materials.

XII. Compliance with Record Keeping Requirements

Selling Agent agrees to comply with the record keeping requirements of the Exchange Act, including but not limited to, Rules 17a-3 and 17a-4 promulgated under the Exchange Act. Selling Agent further agrees to keep such records with respect to each customer who purchases Preferred Stock, his or her suitability and the amount of Preferred Stock sold, and to retain such records for such period of time as may be required by the SEC, any state securities commission, FINRA or the Fund.

XIII. Customer Complaints

Each party hereby agrees to provide to the other party copies of any written or otherwise documented customer complaints received by such party relating in any way to the Offering (including, but not limited to, the manner in which the Preferred Stock is offered by the Dealer Manager or Selling Agent), the Preferred Stock or the Fund in the case of the Dealer Manager, and only in such cases as such complaints relate to the Selling Agent, in the case of the Selling Agent.

XIV. Effective Date

This Agreement will become effective upon the last date it is signed by either party hereto. Upon effectiveness of this Agreement, all offers and sales of Preferred Stock by Selling Agent will be made pursuant to this Agreement exclusively and not through any prior agreement between Selling Agent and the Dealer Manager, if any.

XV. Termination; Survival; Amendment

Selling Agent will immediately suspend or terminate its offer and sale of Preferred Stock upon the request of the Fund or the Dealer Manager at any time and will resume its offer and sale of Preferred Stock hereunder upon subsequent request of the Fund or the Dealer Manager. Any party may terminate this Agreement by written notice, which termination shall be effective 48 hours after such notice is given. This Agreement and the exhibits and schedules hereto are the entire agreement of the parties and supersedes all prior agreements, if any, between the parties hereto.

This Agreement may be amended at any time by the Dealer Manager by written notice to Selling Agent, and any such amendment shall be deemed accepted by Selling Agent upon placing an order for sale of Preferred Stock after it has received such notice.

The respective agreements and obligations of Selling Agent and the Dealer Manager set forth in Articles I, IV, V, VII, VIII, X, XII, XIII, XIV, XV, XVI, XVII, XVIII, XIX, XX, XXI, XXIV and XXV of this Agreement and Section 5 of the Dealer Manager Agreement shall remain operative and in full force and effect regardless of the termination of this Agreement.

Notwithstanding the termination of this Agreement or the payment of any amount to Selling Agent, Selling Agent agrees to pay Selling Agent’s proportionate share of any claim, demand or liability asserted against Selling Agent and the other Selling Agents on the basis that the Selling Agents or any of them constitute an association, unincorporated business or other separate entity, including in each case Selling Agent’s proportionate share of any expenses incurred in defending against any such claim, demand or liability.

XVI. Privacy Laws

The Dealer Manager and Selling Agent (each referred to individually in this section as a “party”) agree as follows:

(a) Each party agrees to abide by and comply with (i) the privacy standards and requirements of the Gramm-Leach-Bliley Act of 1999 (“GLB Act”) and Regulation S-P; (ii) the privacy standards and requirements of any other applicable Federal or state law; and (iii) its own internal privacy policies and procedures, each as may be amended from time to time;

(b) Each party agrees to refrain from the use or disclosure of non-public personal information (as defined under the GLB Act) of all customers who have opted out of such disclosures except as necessary to service the customers or as otherwise necessary or required by applicable law; and

(c) Each party shall be responsible for determining which customers have opted out of the disclosure of non-public personal information by periodically reviewing and, if necessary, retrieving a list of such customers (the “List”) as provided by each to identify customers that have exercised their opt-out rights. In the event either party uses or discloses non-public personal information of any customer for purposes other than servicing the customer, or as otherwise required by applicable law, that party will consult the List to determine whether the affected customer has exercised his or her opt-out rights. Each party understands that each is prohibited from using or disclosing any non-public personal information of any customer that is identified on the List as having opted out of such disclosures.

XVII. Electronic Signatures and Electronic Delivery of Documents

If Selling Agent has adopted or adopts a process by which persons may authorize certain account-related transactions and/or requests, in whole or in part, by “Electronic Signature” (as such term is defined by the Electronic Signatures in Global and National Commerce Act, 15 U.S.C. 7001 et seq., the Uniform Electronic Transactions Act, as promulgated by the Uniform Conference of Commissioners on Uniform State Law in July 1999 and as adopted by the relevant jurisdiction(s) where Selling Agent is licensed, and applicable rules, regulations and/or guidance relating to the use of electronic signatures issued by the SEC and FINRA (collectively, “Electronic Signature Law”)), to the extent the Fund allows the use of Electronic Signature, in whole or in part, Selling Agent represents that: (i) each Electronic Signature will be genuine; (ii) each Electronic Signature will represent the signature of the person required to sign the Investor Application or other form to which such Electronic Signature is affixed; and (iii) Selling Agent will comply with the terms outlined in the Electronic Signature Use Rules of Engagement attached as Exhibit A hereto. Selling Agent agrees to the Electronic Signature Use Indemnity Agreement attached as Exhibit B hereto.

If Selling Agent intends to use electronic delivery to distribute the Prospectus or other documents related to the Fund to any person, Selling Agent will comply with all applicable rules, regulations and/or guidance relating to the electronic delivery of documents issued by the SEC, FINRA and state securities administrators and any other laws or regulations related to the electronic delivery of prospectuses. In particular, and without limitation, Selling Agent shall comply with the prospectus delivery and completion of sale timing requirements for Preferred Stock as set forth in applicable Statements of Policy adopted by the North American Securities Administrators Association.

XVIII. Notice

All notices will be in writing and will be duly given when mailed to:

If to the Fund:	Eagle Point Credit Company Inc.
	600 Steamboat Road, Suite 202
	Greenwich, CT 06830
	Attention: Legal

If to the Dealer Manager:	Eagle Point Securities LLC
	600 Steamboat Road, Suite 202
	Greenwich, CT 06830
	Attention: Legal

and to Selling Agent when mailed to the address specified by Selling Agent below.

XIX. Applicable Law and Venue

XX. Successors and Assigns

Selling Agent or Dealer Manager shall not assign this Agreement or any right, interest or benefit under this Agreement without the prior written consent of the Fund. This Agreement shall be binding upon the Dealer Manager and Selling Agent and their respective successors and permitted assigns.

This Agreement may be assigned without prior consent (but upon written notice by assigning party to Fund and Dealer Manager) by either party to any company (i) that acquires all or substantially all of that party’s assets, or into which the party is merged or otherwise reorganized, or (ii) that controls, is controlled by or is under common control with such party.

This Agreement shall inure to the benefit of and be binding upon the parties and their respective permitted successors and assigns.

XXI. Arbitration

All disputes arising out of or in connection with this Agreement, including without limitation, its existence, validity, interpretation, performance, breach or termination, and any provisions of the Dealer Manager Agreement incorporated into this Agreement, shall be submitted to, and fully and finally resolved by, binding arbitration, conducted on a confidential basis, under the then current commercial arbitration rules of the American Arbitration Association, except to the extent a claim is required to be arbitrated as specified in FINRA rules in which case the FINRA rules of arbitration will apply, in accordance with the terms of this Agreement (including the governing law provisions of this section) and pursuant to the Federal Arbitration Act (9 U.S.C. §§ 1–16). All arbitration proceedings, and all documents, pleadings and transcripts associated therewith, shall be kept strictly confidential by all parties, their counsel and other advisors, employees, experts and all others under their reasonable control. Unless the parties otherwise agree, each party shall appoint one arbitrator and the two party-appointed arbitrators shall appoint the third arbitrator, who shall also be the chair of the arbitration panel (the “Arbitrator”). The parties will request that the Arbitrator issue written findings of fact and conclusions of law. The Arbitrator shall not be empowered to make any award or render any judgment for punitive damages, and the Arbitrator shall be required to follow applicable law in construing this Agreement, making awards, and rendering judgments. The decision of the Arbitrator shall be final and binding, and judgment upon any arbitration award may be entered in any appropriate state or federal court within the County of New York, State of New York or any other court having competent jurisdiction. All arbitration hearings will be held (i) for claims required to be arbitrated as specified in FINRA rules, at the New York FINRA District Office, (ii) in all other cases, in New York, NY, or (iii) in either case, at another mutually agreed upon site. In the event that a third party brings an action or other proceeding against either party to this Agreement (a “Third Party Action”), then the party to this Agreement against which or whom such Third Party Action is brought or asserted, may in such Third Party Action, litigate any related claim which it may have against the other party to this Agreement, including, without limitation, by way of a claim, indemnity, cross-claim, counterclaim, interpleader or other third party action without being obligate to arbitrate the same as otherwise provided in this Section XXI, except to the extent otherwise required in the FINRA rules regarding arbitration. In any such case, the matter which is the subject of such Third Party Action (including any related claims, indemnity, cross-claim, counterclaim, interpleader or other third party action, which either party hereto may have against the other) shall not be subject to arbitration, but shall be resolved exclusively within such Third Party Action. Notwithstanding anything set forth herein to the contrary, no party will be prevented from immediately seeking provisional remedies in courts of competent jurisdiction, including but not limited to, temporary restraining orders and preliminary injunctions in aid of arbitration, but such remedies will not be sought as a means to avoid or stay arbitration. In the event a court grants provisional remedies, the duration thereof shall last no longer than the Arbitrator (upon constitution of the arbitration panel) deems necessary to review such provisional remedies and render its own decision. Except as provided otherwise in Section 6 of the Dealer Manager Agreement, in any action or arbitration to enforce the provisions of this Agreement or to secure damages for its breach, the prevailing party shall recover its costs and reasonable attorney’s fees. Each party to this Agreement hereby waives a trial by jury in any legal action or proceeding relating to this Agreement.

XXII. Severability

XXIII. Counterparts

This Agreement may be executed in any number of counterparts. Each counterpart, when executed and delivered, shall be an original contract, but all counterparts, when taken together, shall constitute one and the same agreement. This Agreement will become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties, which delivery may be made by exchange of copies of the signature page by facsimile or electronic transmission.

XXIV. No Partnership

Nothing in this Agreement shall be construed or interpreted to constitute Selling Agent as an employee, agent or representative of, or in association with or in partnership with, the Dealer Manager, the Fund, the Adviser or the other Selling Agents; instead, this Agreement shall only constitute Selling Agent as a dealer authorized by the Dealer Manager to sell the Preferred Stock according to the terms set forth in the Registration Statement and the Prospectus as amended and supplemented and in this Agreement.

XXV. Confidentiality

Dealer Manager, the Fund, the Adviser or one of their affiliates or employees, agents or advisers (“Representatives”) (all such entities and persons, each an “Eagle Point Entity”, and collectively, the “Eagle Point Entities”) may have provided and will furnish to Selling Agent or its affiliates or Representatives with certain information that is either non-public, confidential or proprietary in nature in order to enable Selling Agent to perform a diligence review. This information furnished to Selling Agent or its affiliates or Representatives, including the terms and conditions of any agreements entered into between Selling Agent or its affiliates and any Eagle Point Entity, together with analyses, compilations, forecasts, studies or other documents prepared by Selling Agent or its affiliates or Representatives which contain or otherwise reflect such information is hereinafter referred to as the “Information.” The term Information shall not include such portions of the Information which (i) are or become generally available to the public other than as a result of a disclosure by Selling Agent or its affiliates or Representatives in violation of this Agreement, or (ii) become available to Selling Agent on a non-confidential basis from a source other than an Eagle Point Entity that has a bona fide right to such Information and which is not subject to any obligation to keep such Information confidential. In consideration of the Eagle Point Entities furnishing Selling Agent or its affiliates or Representatives with the Information, Selling Agent agrees that:

(a) The Information will be kept confidential and shall not, without an Eagle Point Entity’s prior written consent, be disseminated or disclosed by Selling Agent or its affiliates or Representatives, in any manner whatsoever, in whole or in part, and shall not be used by Selling Agent or its affiliates or Representatives, other than in connection with performing the diligence review contemplated by Section XI of this Agreement. Moreover, Selling Agent agrees to reveal the Information only to such of its affiliates or Representatives who need to know the Information for the purpose of performing the diligence review contemplated by Section XI of this Agreement, who are informed by Selling Agent of the confidential nature of the Information and who agree to act in accordance with the terms and conditions of this Section XXV.

(b) All copies of the Information will be returned to the Eagle Point Entities or destroyed upon an Eagle Point Entity’s request.

(c) In the event that Selling Agent or any of its affiliates or Representatives are requested or required (by oral questions, depositions, interrogatories, requests for information or documents, subpoena, civil investigative demand or other process) to disclose any of the Information, Selling Agent will provide the Eagle Point Entities with prompt written notice so that any of the Eagle Point Entities may seek a protective order, other appropriate remedy or waive compliance with the provisions of this Agreement. In the event that such protective order or other remedy is not obtained, or that an Eagle Point Entity waives compliance with the provisions of this Agreement, Selling Agent shall disclose such Information without liability hereunder; provided, however, that Selling Agent will furnish only that portion of the Information which, in the opinion of its counsel, Selling Agent is compelled to disclose and will not oppose any action by an Eagle Point Entity to obtain reliable assurance that confidential treatment will be accorded the Information. Selling Agent further agrees to exercise its reasonable efforts to otherwise preserve the confidentiality of the Information. Upon reasonable notice, Selling Agent further agrees to cooperate with the Eagle Point Entities in obtaining a protective order or other appropriate remedy.

(d) In no event shall any of the Eagle Point Entities be liable for any losses, damages, claims or expenses incurred or actions undertaken by Selling Agent or its affiliates or Representatives as a result of their receipt of the Information or their use thereof. Selling Agent agrees that the Information is and shall remain the property of the Eagle Point Entities and that none of the Eagle Point Entities has granted Selling Agent or its affiliates or Representatives any license, copyright, or similar right with respect to any of the Information.

(e) Selling Agent hereby acknowledges that Selling Agent is aware, and that Selling Agent will advise its affiliates or Representatives who have been provided with Information, that the United States securities laws prohibit any person who has received from an issuer material, non-public information from purchasing or selling securities of such issuer or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities. Selling Agent further acknowledges that some or all of the Information is or may be price-sensitive information and that the use of such Information may be regulated or prohibited by applicable legislation relating to insider dealing and Selling Agent undertakes, on behalf of itself and its Representatives, not to use any Information for any unlawful purpose.

(f) The Eagle Point Entities have the right to enforce this Section XXV as a third-party beneficiary.

[Signatures Appear on Following Pages]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on its behalf by its duly authorized agent.

	“DEALER MANAGER” Eagle Point Securities LLC

	By:
		Name:
		Title:
		Date:

[Signature Page to ECC Convertible and Perpetual Preferred Stock Sales Agreement]

We have read the foregoing Agreement and we hereby accept and agree to the terms and conditions therein set forth. We hereby represent that the jurisdictions identified below represent a true and correct list of all jurisdictions in which we are registered or licensed as a broker or dealer and are fully authorized to sell securities, and we agree to advise you of any change in such list during the term of this Agreement.


1.		Identity of Selling Agent:

		Full Legal Name:

		(to be completed by Selling Agent)

		Type of Entity:

		(to be completed by Selling Agent)

		Organized in the State of:

		(to be completed by Selling Agent)

		Tax Identification Number:

		(to be completed by Selling Agent)

		FINRA/CRD Number:

		(to be completed by Selling Agent)

2.		Any notice under this Agreement will be deemed given pursuant to Section XVIII hereof when delivered to Selling Agent as follows:


Company Name:

Attention to:		(Name)

		(Title)

Street Address:


City, State and Zip Code:

Telephone No.:

Facsimile No.:

Email Address:

[Selling Agent Details Page to ECC Convertible and Perpetual Preferred Stock Sales Agreement]

Accepted and agreed as of the date below:

“SELLING AGENT”

(Print Name of Selling Agent)

By:
	Name:
	Title:
	Date:

[Signature Page to ECC Convertible and Perpetual Preferred Stock Sales Agreement]

SCHEDULE 1-A

SALES AGREEMENT WITH

Eagle Point Securities LLC (“DEALER MANAGER”)

Check the applicable row on the table below for sales of the Series AA Preferred Stock under this Agreement.

Selected by Selling Agent (X)	Upfront Fees	Upfront Selling Commission ⁽¹⁾	Dealer Manager Fee ^{(1), (2)}
[ ]	8.00%	6.00%	2.00%
[ ]	7.50%	5.50%	2.00%
[ ]	7.00%	5.00%	2.00%
[ ]	6.50%	4.50%	2.00%
[ ]	6.00%	4.00%	2.00%
[ ]	5.50%	3.50%	2.00%
[ ]	5.00%	3.00%	2.00%
[ ]	4.50%	2.50%	2.00%
[ ]	4.00%	2.00%	2.00%
[ ]	3.50%	1.50%	2.00%
[ ]	3.00%	1.00%	2.00%
[ ]	2.50%	0.50%	2.00%
[ ]	2.00%	0.00%	2.00%

(1) Paid on Series AA Preferred Stock sold in the Offering, as provided in this Agreement and in the Prospectus. Percentages are based on offering price per share. Fees are paid by issuer, not Preferred Stock investor.

(2) Eligibility to receive a reallowance of the Upfront Selling Commission or the Dealer Manager Fee is conditioned upon the Selling Agent’s compliance with one or more of the following conditions. Any determination regarding the Selling Agent’s compliance with the listed conditions will be made by the Dealer Manager, in its sole discretion.

The Selling Agent has and uses internal marketing support personnel (such as telemarketers or a marketing director) to assist the Dealer Manager’s marketing team;

The Selling Agent has and uses internal marketing communications vehicles such as newsletters, conference calls, webinars and mail to promote the Fund and the Offering;

The Selling Agent will answer investors’ inquiries concerning investor statements, valuations, distribution rates, tax information, quarterly financial statements, conversion rights and procedures, the financial status of the Fund, and the markets in which the Fund has invested;

The Selling Agent will assist investors with conversions; and

The Selling Agent will facilitate training and education of the Selling Agent’s registered representatives or financial advisors.

The Dealer Manager fee of both the Series AA Preferred Stock and the Series AB Preferred Stock can be reduced by mutual agreement of the Dealer Manager and the Selling Agent.

Selling Agent Reallowance: ____________% on price paid per share of Series AA Preferred Stock and Series AB Preferred Stock on all sales under this Agreement.

SCHEDULE 2

SALES AGREEMENT WITH

Eagle Point Securities LLC (“DEALER MANAGER”)

NAME OF ISSUER:		Eagle Point Credit Company Inc.

NAME OF SELLING AGENT:

SCHEDULE TO AGREEMENT DATED:

Selling Agent hereby authorizes the Dealer Manager or its agent to deposit Selling Commissions and other payments due to it pursuant to this Sales Agreement to its bank account specified below. This authority will remain in force until Selling Agent notifies the Dealer Manager in writing to cancel it. In the event that the Dealer Manager deposits funds erroneously into Selling Agent’s account, the Dealer Manager is authorized to debit the account with no prior notice to Selling Agent for an amount not to exceed the amount of the erroneous deposit. Instructions provided pursuant to this Schedule 2 will supersede the instructions provided by Selling Agent with respect to all other funds sponsored by Eagle Point Credit Management LLC (“EAGLE POINT”).

¨ ACH		¨ Wire

Bank Name:

Bank Address:

Bank Routing Number:

Account Number:

“SELLING AGENT” (Print Name of Selling Agent/Beneficiary)

By:
	Name:
	Title:
	Date:

SCHEDULE 3

SALES AGREEMENT WITH

Eagle Point Securities LLC

Selling Agent represents and warrants that it is currently licensed as a broker-dealer in the following jurisdictions:


☐	Alabama	☐	Nebraska
☐	Alaska	☐	Nevada
☐	Arizona	☐	New Hampshire
☐	Arkansas	☐	New Jersey
☐	California	☐	New Mexico
☐	Colorado	☐	New York
☐	Connecticut	☐	North Carolina
☐	Delaware	☐	North Dakota
☐	District of Columbia	☐	Ohio
☐	Florida	☐	Oklahoma
☐	Georgia	☐	Oregon
☐	Hawaii	☐	Pennsylvania
☐	Idaho	☐	Puerto Rico
☐	Illinois	☐	Rhode Island
☐	Indiana	☐	South Carolina
☐	Iowa	☐	South Dakota
☐	Kansas	☐	Tennessee
☐	Kentucky	☐	Texas
☐	Louisiana	☐	Utah
☐	Maine	☐	Vermont
☐	Maryland	☐	Virginia
☐	Massachusetts	☐	Washington
☐	Michigan	☐	West Virginia
☐	Minnesota	☐	Wisconsin
☐	Mississippi	☐	Wyoming
☐	Missouri
☐	Montana

EXHIBIT A

ELECTRONIC SIGNATURE USE RULES OF ENGAGEMENT

In consideration of the Fund allowing Selling Agent and Selling Agent’s clients to authorize certain account-related transactions and/or requests, in whole or in part, by Electronic Signature (as such term is defined in Section XVII hereof), and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Selling Agent does hereby, for itself and its successors and permitted assigns, covenant and agree:

That Selling Agent has selected an appropriate electronic signature technology that: (a) adheres to applicable Electronic Signature Law; (b) provides a visible indication that an Electronic Signature was affixed to the relevant document and displays the date on which such Electronic Signature was affixed thereto; (c) employs an authentication process to establish signer credentials (the “Authentication Process”); (d) prevents the Electronic Signature from repudiation; (e) protects the signed record from undetected and unauthorized alteration after signing; and (f) utilizes a password protected, encrypted interface to provide client access to documents to be signed electronically or which have previously been signed electronically. The Authentication Process will comply with the Customer Identification Program requirements of the USA Patriot Act.

That (a) Selling Agent shall advise clients that participation in the Electronic Signature program is optional; (b) clients must expressly opt into the Electronic Signature program to participate; (c) any client that fails to make an election will execute paper subscription documents; (d) clients may terminate their participation in the Electronic Signature program at any time; (e) clients that elect to participate in the Electronic Signature program will have the ability to elect to receive the Prospectus and other materials electronically or in paper form; (f) the same investment opportunities will be available to the client, regardless of whether the client participates in the Electronic Signature program; (g) the use of Electronic Signatures will not affect the Selling Agent’s obligation to make the suitability determinations that are required under the Sales Agreement and the Dealer Manager Agreement; and (h) Selling Agent maintains and will comply with written policies and procedures covering its use of Electronic Signatures.

That Selling Agent will maintain a copy (the “Record”) of each Electronic Signature used to execute a transaction and/or request for the life of the account and a minimum of seven years after the account is closed, or for such longer period as any law, rule or regulation may require. Selling Agent will provide such Record to the Fund and/or the Dealer Manager upon request. Supporting documentation for the use of any Electronic Signature will be maintained and available to the Fund and/or the Dealer Manager upon request. Selling Agent will maintain all Records in accordance with applicable recordkeeping obligations under state and federal securities laws and regulations and all applicable FINRA rules and regulations.

Electronic Signature may only be used to the extent permitted by the Fund.

That the consent of Selling Agent’s client will be obtained for the use of Electronic Signature prior to delivery of any Electronic Signature to the Dealer Manager or the Fund. For each transaction and/or request submitted, the signer must be informed that an Electronic Signature is being created. If a party must sign a single document in more than one place, a separate signature or expression of intent to sign will be obtained for each location where a signature is required. If multiple documents are to be signed, a separate signature or expression of intent to sign will be obtained for each document.

That, if Electronic Signature credentials may be used multiple times, Selling Agent will use a procedure to identify and de-activate expired, withdrawn or compromised credentials. Selling Agent will establish procedures for removing Electronic Signature credentials when a client no longer wishes to participate in the use of Electronic Signature.

Selling Agent may not limit its clients to the use of Electronic Signature or electronic delivery of documents only. Selling Agent will allow its clients to elect to sign any document with a manual signature. Selling Agent will allow its clients to elect to receive any document in paper format. Selling Agent may not charge its clients different fees or expenses based on their clients election to participate, or not to participate, in the Electronic Signature program.

EXHIBIT B

ELECTRONIC SIGNATURE USE INDEMNITY AGREEMENT

The Selling Agent has adopted a process by which clients may authorize certain account-related transactions or requests, in whole or in part, evidenced by Electronic Signature (as such term is defined in Section XVII hereof). In consideration of the Fund allowing Selling Agent and its clients to certain account-related transactions and/or requests, in whole or in part, by Electronic Signature, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Selling Agent does hereby, for itself and its successors and permitted assigns, covenant and agree to indemnify and hold harmless the Fund, the Dealer Manager, each of their affiliates and each of their and their affiliates’ officers, directors, trustees, agents and employees, in whatever capacity they may act, from and against any and all claims (whether groundless or otherwise), losses, liabilities, damages and expenses, including, but not limited to, costs, disbursements and reasonable counsel fees (whether incurred in connection with such claims, losses, liabilities, damages and expenses or in connection with the enforcement of any rights hereunder), arising out of or in connection with the Selling Agent’s representations or covenants set forth in Section XVII hereof or the representations described below.

The Selling Agent represents that it will comply with the terms outlined in the Electronic Signature Use Rules of Engagement attached hereto as Exhibit A. Selling Agent represents that the Fund may accept any Electronic Signature without any responsibility to verify or authenticate that it is the signature of Selling Agent’s client given with such client’s prior authorization and consent. Selling Agent represents that the Fund may act in accordance with the instructions authorized by Electronic Signature without any responsibility to verify that Selling Agent’s client intended to give the Electronic Signature for the purpose of authorizing the instruction, transaction or request and that Selling Agent’s client received all disclosures required by applicable Electronic Signature Law. Selling Agent agrees to provide a copy of each Electronic Signature and further evidence supporting any Electronic Signature upon request by the Fund.

EXHIBIT 2

COMPENSATION

The Fund agrees that it will pay to the Dealer Manager a portion of the sales load as specified in the Sales Agreement and in the Prospectus (which is comprised of an Up-Front Selling Commission of up to 6.0% and Dealer Manager Fee of up to 2.0% (as a percent of the price per share), as applicable). Total underwriter compensation paid with respect to the offering will not exceed the limitations stated in the Registration Statement or the amount permitted by FINRA Rule 5110, as amended, modified or supplemented from time to time. In accordance with the Sales Agreement, the Dealer Manager may reallow all or a portion of the distribution and/or service fees, Up-Front Selling Commissions and Dealer Manager Fees, as applicable, to Selling Agents.

The Fund agrees that it will pay to the Dealer Manager the Dealer Manager Fee as specified in the Selected Investment Advisor Agreement and in the Prospectus (which is a fee of up to 2.0% (as a percent of the price per share)). Under no circumstances will the Dealer Manager Fee exceed 2.0%.

EXHIBIT 3

FORM OF SELECTED INVESTMENT ADVISOR AGREEMENT

THIS SELECTED INVESTMENT ADVISOR AGREEMENT (the “Agreement”) effective as of [ ], 2024 is made and entered into as of the date indicated on Exhibit A – Addendum to Selected Investment Advisor Agreement (“Exhibit A”) attached hereto and by this reference incorporated herein, by and among Eagle Point Credit Company Inc., a Delaware corporation (the “Fund”), Eagle Point Securities LLC, a Delaware limited liability company (the “Dealer Manager”) and the selected investment advisor (the “SIA”) identified in Exhibit A hereto.

WHEREAS, the Fund is offering 7.00% Series X1X] Convertible and Perpetual Preferred Stock (the “Series AA Preferred Stock”) and 7.00% Series AB Convertible and Perpetual Preferred Stock (the “Series AB Preferred Stock” and, together with the Series AA Preferred Stock, the “Preferred Stock”) to the general public, pursuant to a public offering (the “Offering”) of the Preferred Stock pursuant to a Prospectus (as defined below) filed with the Securities and Exchange Commission (the “SEC”);

WHEREAS, the Dealer Manager has agreed to use its best efforts to sell the Preferred Stock;

WHEREAS, the SIA is an entity, as designated in Exhibit A hereto, organized and presently in good standing in the state or states designated in Exhibit A hereto, presently registered as an investment advisor under the Investment Advisers Act of 1940, as amended (the “Advisers Act”);

WHEREAS, the Fund has a currently effective registration statement on Form N-2 (File No. 333-269139), including a final prospectus, for the registration of the Preferred Stock under the Securities Act of 1933, as amended (the “Securities Act”) (such registration statement, together with any other registration statement as it may be amended, and the prospectus and exhibits on file with the SEC, as well as any post-effective amendments or supplements to such registration statements and any related registration statement filed under Rule 462(b) of the Securities Act, and any prospectus relating to such registration statements, being herein respectively referred to as the “Registration Statements” and the “Prospectuses”);

WHEREAS, the offer and sale of the Preferred Stock shall be made pursuant to the terms and conditions of the Registration Statements and the Prospectuses and, further, pursuant to the terms and conditions of all applicable federal securities laws and the applicable securities laws of all states in which the Preferred Stock is offered and sold; and

WHEREAS, the SIA is willing and desires to provide its clients with information concerning the Preferred Stock and the procedures for subscribing for the Preferred Stock upon the following terms and conditions;

NOW, THEREFORE, the Fund, Dealer Manager and the SIA agree as follows.

1. Purchase of Preferred Stock.

(a) The SIA hereby covenants, warrants and agrees that, in regard to any purchase of the Preferred Stock by its clients, it will comply with all of the terms and conditions of the Registration Statements and the Prospectuses, all applicable state and federal laws, including Securities Act, the Advisers Act, the Investment Company Act of 1940, as amended (the “Investment Company Act”), and any and all regulations and rules pertaining thereto, heretofore or hereafter issued by the SEC. Neither the SIA nor any other person shall have any authority to give any information or make any representations in connection with the Preferred Stock other than as contained in the Registration Statements and Prospectuses, and as is otherwise expressly authorized in writing by the Dealer Manager.

(b) Clients of the SIA, or the SIA on behalf of its clients may purchase the Preferred Stock according to all such terms as are contained in the Registration Statements and the Prospectuses. The SIA shall use and distribute, in connection with the Preferred Stock, only the Prospectuses, and such sales literature and advertising materials which shall conform in all respects to any restrictions of local law and the applicable requirements of the Securities Act and Investment Company Act. The Dealer Manager reserves the right to establish such additional procedures as it may deem necessary to ensure compliance with the requirements of the Registration Statements, and the SIA shall comply with all such additional procedures to the extent that it has received written notice thereof.

(c) All monies received for purchase of any of the Preferred Stock shall be forwarded by the SIA to the Fund for delivery to UMB Bank, National Association (the “Escrow Agent”), where such monies will be deposited in an escrow account established by the Fund solely for such subscriptions, except that, until such time (if any) that such monies are deliverable to the Fund pursuant to the Escrow Agreement between the Fund and the Escrow Agent, the SIA shall return any check not made payable to “Eagle Point Credit Company Inc.” directly to the subscriber who submitted the check. Subscriptions will be executed as described in the Registration Statements or as directed by the Fund. Each SIA receiving a subscriber’s check will deliver such check to the Fund’s transfer agent no later than the close of business of the first business day after receipt of the subscription documents by the SIA.

(d) During the full term of this Agreement the Dealer Manager shall have full authority to take such action as it may deem advisable in respect to all matters pertaining to the performance of the SIA under this Agreement.

(e) The Preferred Stock may be purchased by clients of the SIA only where the Preferred Stock may be legally offered and sold, only by such persons in such states who shall be legally qualified to purchase the Preferred Stock, and only by such persons in such states in which the SIA is registered as an investment advisor or exempt from any applicable registration requirements.

(f) The SIA shall have no obligation under this Agreement to purchase on its clients’ behalf, or advise its clients to purchase, any of the Preferred Stock.

(g) The SIA will use every reasonable effort to assure that Preferred Stock is purchased only by clients who:

(i) meet the client suitability standards, set forth in the Prospectuses, and minimum purchase requirements set forth in the Registration Statements;

(ii) can reasonably benefit from an investment in the Fund based on each prospective client’s overall investment objectives and portfolio structure;

(iii) are able to bear the economic risk of the investment based on each prospective client’s overall financial situation;

(iv) have apparent understanding of: (a) the fundamental risks of the investment; (b) the risk that the prospective client may lose the entire investment; (c) the lack of liquidity of the Preferred Stock; (d) the restrictions on transferability of the Preferred Stock;; and (e) the tax consequences of an investment in the Preferred Stock; and

(v) the SIA will make the determinations required to be made by it pursuant to subparagraph (g) based on information it has obtained from each prospective client, including, at a minimum, but not limited to, the prospective client’s age, investment objectives, investment experience, income, net worth, financial situation, other investments of the prospective client, as well as any other pertinent factors deemed by the SIA to be relevant.

(h) In addition to complying with the provisions of subparagraph (g) above, and not in limitation of any other obligations of the SIA to determine suitability imposed by state or federal law, the SIA agrees that it will comply fully with the following provisions:

(i) The SIA shall have reasonable grounds to believe, based upon information provided by the client concerning his investment objectives, other investments, financial situation and needs, and upon any other information known by the SIA, that (A) each client of the SIA that purchases Preferred Stock is or will be in a financial position appropriate to enable him to realize to a significant extent the benefits (including tax benefits) of an investment in the Preferred Stock, (B) each client of the SIA that purchases Preferred Stock has a fair market net worth sufficient to sustain the risks inherent in an investment in the Preferred Stock (including potential loss of investment and lack of liquidity), and (C) the Preferred Stock otherwise are or will be a suitable investment for each client of the SIA that purchases Preferred Stock, and the SIA shall maintain files disclosing, the basis upon which the determination of suitability was made;

(ii) The SIA shall not execute any transaction involving the purchase of Preferred Stock in a non-discretionary account without prior written approval of the transaction by the client;

(iii) The SIA shall have reasonable grounds to believe, based upon the information made available to it, that all material facts are adequately and accurately disclosed in the applicable Registration Statement and provide a basis for evaluating the Preferred Stock;

(iv) In making the determination set forth in subparagraph (h)(iii) above, the SIA shall evaluate items of compensation, physical properties, tax aspects, financial stability and experience of the sponsor, conflicts of interest and risk factors, appraisals, as well as any other information deemed pertinent by it; and

(v) The SIA shall inform each prospective nondiscretionary client of all pertinent facts relating to the liquidity and marketability of the Preferred Stock.

(i) The SIA agrees to retain in its files, for a period of at least six years, information which will establish that each purchaser of Preferred Stock falls within the permitted class of investors.

(j) The SIA either (i) shall not purchase shares for its own account or (ii) shall hold for investment any Preferred Stock purchased for its own account.

(k) The SIA hereby confirms that it is familiar with Securities Act Release No. 4968 and Rule 15c2-8 under the Securities Exchange Act of 1934, as amended, relating to the distribution of preliminary and final prospectuses, and confirms that it has complied and will comply therewith as though subject thereto.

(l) A sale of Preferred Stock shall be deemed to be completed only after the Fund or the Fund’s transfer agent receives a properly completed subscription agreement for the applicable Preferred Stock from the SIA, together with payment of the full purchase price of each purchased Share from a buyer who satisfies each of the terms and conditions of the Registration Statement and Prospectus for the Fund, and only after such subscription agreement has been accepted in writing by the Fund or the Fund’s transfer agent.

(m) Clients of the SIA shall purchase Preferred Stock at the applicable offering price, as described in the Prospectus.

2. Compensation to SIA. The Fund and the Dealer Manager shall pay no fees, commissions, or other compensation to the SIA.

3. Association of the Dealer Manager with Other Advisors and Dealers. It is expressly understood between the Dealer Manager and the SIA that the Dealer Manager may cooperate with broker-dealers who are registered as broker-dealers with the Financial Industry Regulatory Authority (“FINRA”) or with other investment advisors registered under the Advisers Act. Such broker-dealers and investment advisors may enter into agreements with the Dealer Manager on terms and conditions identical or similar to this Agreement and shall receive such rates of commission or other fees as are agreed to between the Dealer Manager and the respective broker-dealers and investment advisors and as are in accordance with the terms of the Registration Statements.

4. Conditions of the SIA’s Obligations. The SIA’s obligations hereunder are subject, during the full term of this Agreement and the Offering, to (a) the performance by the Dealer Manager of its obligations hereunder and compliance by the Dealer Manager with the covenants set forth in Section 7 hereof; and (b) the conditions that: (i) the Registration Statements shall become and remain effective; and (ii) no stop order shall have been issued suspending the effectiveness of the Offering.

5. Conditions to the Dealer Manager’s Obligations. The obligations of the Dealer Manager hereunder are subject, during the full term of this Agreement and the Offering, to the conditions that: (a) at the effective dates of the Registration Statements and thereafter during the term of this Agreement while any Preferred Stock remain unsold, the Registration Statements shall remain in full force and effect authorizing the offer and sale of the Preferred Stock; (b) no stop order suspending the effectiveness of the Offering or other order restraining the offer or sale of the Preferred Stock shall have been issued nor proceedings therefor initiated or threatened by any state regulatory agency or the SEC; and (c) the SIA shall have satisfactorily performed all of its obligations hereunder and complied with the covenants set forth in Section 6 hereof.

6. Covenants of the SIA. The SIA covenants, warrants and represents, during the full term of this Agreement, that:

(a) The SIA is registered as an investment advisor under the Advisers Act or if not so registered, then registered under the state securities acts in the states where it does business as an investment advisor and will make or comply with any regulatory filings and other regulatory requirements applicable to it with the SEC and/or in each state in which the SIA is required to make such filings or comply with such other requirements.

(b) Neither the SIA nor any person associated with the SIA is registered as a broker-dealer or registered representative with FINRA.

(c) The SIA shall comply with all applicable federal and state securities laws, including, without limitation, the disclosure requirements of the Advisers Act, and the provisions thereof requiring disclosure of the existence of this Agreement and the compensation to be paid to the SIA hereunder (if any).

(d) The SIA shall maintain the records required by Section 204 of the Advisers Act, and Rule 204-2 thereunder in the form and for the periods required thereby.

(e) The SIA and any person associated with the SIA will comply at all times with the requirements of any applicable anti-money laundering or comparable laws, rules or regulations in effect.

(f) SIA represents and warrants that it has policies, procedures and internal controls in place which are reasonably designed so that neither it, nor any of its subsidiaries, nor any officer, director, or employee of it or its subsidiaries is an individual or entity (“Person”) that is, or is controlled by a Person that is (i) the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control, the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”); or (ii) located, organized or resident in a country or territory that is the subject of Sanctions. Further, SIA will continue to undertake appropriate due diligence to ensure that neither the SIA nor any Person is subject to Sanctions. SIA further represents that the foregoing policy prohibits the SIA and its officers, directors, employees and other representatives from soliciting or focusing its marketing effort directly or indirectly to any Person who is subject to Sanctions. SIA acknowledges its ongoing and continuing obligations to comply with the applicable Sanctions. SIA will provide reasonable assistance to the other parties hereto in connection with their respective obligations under the applicable Sanctions.

(g) With respect to any purchase of the Preferred Stock by a client of the SIA, such investment will be in conformity with all applicable provisions of the SIA’s investment advisory agreement with such client (including without limitation any and all investment objectives, guidelines and restrictions applicable to the client’s account), and the SIA shall have acted in conformity with the standard of care owed to the client under applicable law and any applicable provisions in the SIA’s investment advisory agreement with the client.

7. Covenants of the Dealer Manager. The Dealer Manager covenants, warrants and represents, during the full term of this Agreement, that:

(a) It shall inform the SIA whenever and as soon as it receives or learns of any order issued by the SEC, any state regulatory agency or any other regulatory agency which suspends the effectiveness of the Registration Statements or prevents the use of the Prospectuses or which otherwise prevents or suspends the offering or sale of the Preferred Stock.

(b) It shall deliver to the SIA such number of copies of the Prospectuses, and any supplements and amendments thereto, which are finally approved by the SEC, as the SIA may reasonably request for sale of the Preferred Stock.

8. Payment of Costs and Expenses. The SIA shall pay all costs and expenses incident to the performance of its obligations under this Agreement.

9. Indemnification.

(a) The SIA agrees to indemnify, defend and hold harmless the Fund, the Dealer Manager, their affiliates and their or its officers, directors, trustees, employees and agents, against all losses, claims, demands, liabilities and expenses, joint or several, including reasonable legal and other expenses incurred in defending such claims or liabilities, whether or not resulting in any liability to the Fund, the Dealer Manager, their affiliates and their or its officers, directors, trustees, employees or agents, which they or any of them may incur arising out of (i) the offer or sale (as such term is defined in the Securities Act) to a client of the SIA, or any person acting on its behalf, of any Preferred Stock pursuant to this Agreement, if such loss, claim, demand, liability, or expense arises out of or is based upon an untrue statement or alleged untrue statement of a material fact, or any omission or alleged omission of a material fact, other than a statement, omission, or alleged omission by the SIA which is also, as the case may be, contained in or omitted from the Prospectuses or the Registration Statements and which statement or omission was not based on information supplied to the Fund or the Dealer Manager by such SIA; (ii) the breach by the SIA, or any person acting on its behalf, of any of the terms and conditions of this Agreement; or (iii) the negligence, malpractice or malfeasance of the SIA. This indemnity provision shall survive the termination of this Agreement.

(b) The Fund and the Dealer Manager agree to indemnify, defend and hold harmless the SIA, its officers, directors, employees and agents, against all losses, claims, demands, liabilities and expenses, including reasonable legal and other expenses incurred in defending such claims or liabilities, which they or any of them may incur, including, but not limited to, alleged violations of the Securities Act, but only to the extent that such losses, claims, demands, liabilities and expenses shall arise directly from (i) any untrue statement of a material fact contained in the Registration Statement, at the time it became effective with the SEC or in the Prospectuses (as from time to time amended or supplemented), or (ii) any omission or alleged omission to state therein a material fact required to be stated in the Prospectuses or Registration Statements at the time it became effective or necessary to make such statements, and any part thereof, not misleading; provided, further, that any such untrue statement, omission or alleged omission is not based on information included in any such document which was supplied to the Fund, or the Dealer Manager, or any officer of the Fund or the Dealer Manager by such SIA; provided in each case that such claims or liabilities did not arise from SIA’s own negligence, malpractice or malfeasance. This indemnity provision shall survive the termination of this Agreement.

(c) No indemnifying party shall be liable under the indemnity agreements contained in subparagraphs (a) and (b) above unless the party to be indemnified shall have notified such indemnifying party in writing promptly after the summons or other first legal process giving information of the nature of the claim served upon the party to be indemnified, but failure to notify an indemnifying party of any such claim shall not relieve it from any liabilities which it may have to the indemnified party against whom action is brought other than on account of its indemnity agreement contained in subparagraphs (a) and (b) above. In the case of any such claim, if the party to be indemnified notified the indemnifying party of the commencement thereof as aforesaid, the indemnifying party shall be entitled to participate at its own expense in the defense of such claim. If it so elects, in accordance with arrangements satisfactory to any other indemnifying party or parties similarly notified, the indemnifying party has the option to assume the entire defense of the claim, with counsel who shall be reasonably satisfactory to such indemnified party and all other indemnified parties who are defendants in such action, unless such indemnified parties reasonably objects to such assumption on the ground that there may be legal defenses available to it which are different from or in addition to those available to such indemnifying party. Any indemnified party shall have the right to employ a separate counsel in any such action and to participate in the defense thereof but the reasonable fees and expenses of such counsel shall be borne by such party unless such party has objected in accordance with the preceding sentence, in which event such fees and expenses shall be borne by the indemnifying parties. Except as set forth in the preceding sentence, if an indemnifying party assumes the defense of such action, the indemnifying party shall not be liable for any fees and expenses of separate counsel for the indemnified parties incurred thereafter in connection with such action. In no event shall the indemnifying parties be liable for the reasonable fees and expenses of more than one counsel for all indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances.

10. Term of Agreement. This Agreement shall become effective on the date on which this Agreement is executed by the Fund, the Dealer Manager and the SIA. The SIA, the Fund and the Dealer Manager may prevent this Agreement from becoming effective, without liability to any other party to this Agreement, by written notice before the time this Agreement otherwise would become effective. After this Agreement becomes effective, any party may terminate it at any time for any reason by giving thirty (30) days’ written notice to the other party; provided, however, that this Agreement shall in any event automatically terminate when the Offering of the Fund shall be terminated. Additionally, the Agreement shall terminate if the SIA’s license or registration to act as an investment advisor shall be revoked or suspended by any federal, self-regulatory or state agency and such revocation or suspension is not cured within ten (10) days from the date of such occurrence. In any event, this Agreement shall be deemed suspended during any period for which such license is revoked or suspended.

11. Notices. All notices and communications hereunder shall be in writing and shall be deemed to have been given and delivered when deposited in the United States mail, postage prepaid, registered or certified mail, to the applicable address set forth below.

If to the Fund:		Eagle Point Credit Company Inc.
		600 Steamboat Road, Suite 202
		Greenwich, CT 06830
		Attention: Legal

If to the Dealer Manager:		Eagle Point Securities LLC
		600 Steamboat Road, Suite 202
		Greenwich, CT 06830
		Attention: Legal

If sent to the SIA: to the person whose name and address are identified in Exhibit A hereto.

12. Successors. This Agreement shall be binding upon and inure to the benefit of the parties hereto, and shall not be assigned or transferred by the SIA by operation of law or otherwise.

13. Miscellaneous.

(a) This Agreement shall be construed in accordance with the applicable laws of the State of New York.

(b) Nothing in this Agreement shall constitute the SIA as in association with or in partnership with the Fund or the Dealer Manager.

(c) This Agreement, including Exhibit A hereto, embodies the entire understanding, between the parties to the Agreement. This Agreement may be amended at any time by the Dealer Manager by written notice to the SIA, and any such amendment shall be deemed accepted by the SIA upon placing an order for sale of Preferred Stock after it has received such notice.

(d) If any provision of this Agreement shall be deemed void, invalid or ineffective for any reason, the remainder of the Agreement shall remain in full force and effect.

(e) This Agreement may be executed in counterpart copies, each of which shall be deemed an original but all of which together shall constitute one and the same instrument comprising this Agreement.

14. Confidentiality.

Dealer Manager, the Fund or one of their affiliates or employees, agents or advisers (“Representatives”) (all such entities and persons, each an “Eagle Point Entity”, and collectively, the “Eagle Point Entities”) may have provided and will furnish to the SIA or its affiliates or Representatives with certain information that is either non-public, confidential or proprietary in nature in order to enable the SIA to perform actions contemplated by this Agreement. This information furnished to the SIA or its affiliates or Representatives, including the terms and conditions of any agreements entered into between the SIA or its affiliates and any Eagle Point Entity, together with analyses, compilations, forecasts, studies or other documents prepared by the SIA or its affiliates or Representatives which contain or otherwise reflect such information is hereinafter referred to as the “Information.” The term Information shall not include such portions of the Information which (i) are or become generally available to the public other than as a result of a disclosure by the SIA or its affiliates or Representatives in violation of this Agreement, or (ii) become available to the SIA on a non-confidential basis from a source other than an Eagle Point Entity that has a bona fide right to such Information and which is not subject to any obligation to keep such Information confidential. In consideration of the Eagle Point Entities furnishing the SIA or its affiliates or Representatives with the Information, the SIA agrees that:

(a) The Information will be kept confidential and shall not, without an Eagle Point Entity’s prior written consent, be disseminated or disclosed by the SIA or its affiliates or Representatives, in any manner whatsoever, in whole or in part, and shall not be used by the SIA or its affiliates or Representatives, other than in connection with performing actions contemplated by this Agreement. Moreover, the SIA agrees to reveal the Information only to such of its affiliates or Representatives who need to know the Information for the purpose of performing actions contemplated by this Agreement, who are informed by the SIA of the confidential nature of the Information and who agree to act in accordance with the terms and conditions of this Section.

(b) All copies of the Information will be returned to the Eagle Point Entities or destroyed upon an Eagle Point Entity’s request.

(c) In the event that the SIA or any of its affiliates or Representatives are requested or required (by oral questions, depositions, interrogatories, requests for information or documents, subpoena, civil investigative demand or other process) to disclose any of the Information, the SIA will provide the Eagle Point Entities with prompt written notice so that any of the Eagle Point Entities may seek a protective order, other appropriate remedy or waive compliance with the provisions of this Agreement. In the event that such protective order or other remedy is not obtained, or that an Eagle Point Entity waives compliance with the provisions of this Agreement, the SIA shall disclose such Information without liability hereunder; provided, however, that the SIA will furnish only that portion of the Information which, in the opinion of its counsel, the SIA is compelled to disclose and will not oppose any action by an Eagle Point Entity to obtain reliable assurance that confidential treatment will be accorded the Information. The SIA further agrees to exercise its reasonable efforts to otherwise preserve the confidentiality of the Information. Upon reasonable notice, the SIA further agrees to cooperate with the Eagle Point Entities in obtaining a protective order or other appropriate remedy.

(d) In no event shall any of the Eagle Point Entities be liable for any losses, damages, claims or expenses incurred or actions undertaken by the SIA or its affiliates or Representatives as a result of their receipt of the Information or their use thereof. The SIA agrees that the Information is and shall remain the property of the Eagle Point Entities and that none of the Eagle Point Entities has granted the SIA or its affiliates or Representatives any license, copyright, or similar right with respect to any of the Information.

(e) The SIA hereby acknowledges that the SIA is aware, and that the SIA will advise its affiliates or Representatives who have been provided with Information, that the United States securities laws prohibit any person who has received from an issuer material, non-public information from purchasing or selling securities of such issuer or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities. The SIA further acknowledges that some or all of the Information is or may be price-sensitive information and that the use of such Information may be regulated or prohibited by applicable legislation relating to insider dealing and the SIA undertakes, on behalf of itself and its Representatives, not to use any Information for any unlawful purpose.

(f) The Eagle Point Entities have the right to enforce this Section as a third-party beneficiary.

15. No Partnership. Nothing in this Agreement shall be construed or interpreted to constitute the SIA as an employee, agent or representative of, or in association with or in partnership with, the Dealer Manager, the Fund or any other selected investment advisor; instead, this Agreement shall only constitute the SIA as a dealer authorized by the Dealer Manager to sell the Preferred Stock according to the terms set forth in the Registration Statements and the Prospectuses as amended and supplemented and in this Agreement.

16. Privacy Laws.

The Dealer Manager and the SIA (each referred to individually in this section as a “party”) agree as follows:

IN WITNESS WHEREOF, the parties have executed this Agreement on the date and year indicated on Exhibit A hereto.

	DEALER MANAGER
	Eagle Point Securities LLC

	By:
	Print Name:
	Title:

	SELECTED INVESTMENT ADVISOR

	Name of SIA:
	By:
	Print Name:
	Title:

EXHIBIT A

ADDENDUM TO SELECTED INVESTMENT ADVISOR AGREEMENT

This addendum is attached to and made a part of that certain Selected Investment Advisor Agreement, dated as of the date below by and among Eagle Point Credit Company Inc., as Fund, Eagle Point Securities LLC, as Dealer Manager, and_______________, as Selected Investment Advisor.

1. Date of Agreement:_______________________________________________________________________________

2. Identity of Selected Investment Advisor:______________________________________________________________

Name:__________________________________________________________________________________________

Type of Entity:_________________________________________________________________________________

(To be completed by the Selected Investment Advisor, e.g., corporation, partnership or sole proprietorship.)

State Organized in:_______________________________________________________________________________

(To be completed by Selected Investment Advisor)

“Qualified To Do Business” and “In Good Standing” in the following jurisdictions (including your state of organization). (Note: Qualification to do business in any jurisdiction is generally a requirement imposed by the secretary of state or other authority of jurisdictions in which you do business, and is not related to your holding a license as an investment advisor in such jurisdictions. Questions concerning this matter should be directed to your legal counsel.)

______________________________________________________________________________________________________

(To be completed by the Selected Investment Advisor)

Registered as an Investment Advisor in the following states:

______________________________________________________________________________________________________

(To be completed by the Selected Investment Advisor)

3. Notice (see Section 11 of the Selected Investment Advisor Agreement):

Name:

Title:

Company:

Address:

City, State, Zip Code:

Telephone Number (including area code):

4. Please complete the following for our records:

(a) How many registered investment advisors are with your firm?¹
(b) What is your firm’s Assets Under Management?
(c) Does your firm publish a newsletter?					Yes:		No:
(d) What is/are the frequency of the publication(s)?
Weekly:	Monthly:	Quarterly:	Bi-weekly:	Bi-monthly:		Other (specify):
(e) Does your firm have regular internal mailings, or bulk package mailings to its registered investment advisors?					Yes:		No:
(f) Does your firm have a computerized electronic mail (E-Mail) system for your registered investment advisors?					Yes:		No:
If so, please provide e-mail address:
(g) Website address:

¹ Please enclose a current list. Note that all information will be held in confidence.

Exhibit 99.(k)(5)

Transfer Agency and Service Agreement

Between

Eagle Point Credit Company Inc.

and

Computershare Trust Company, N.A.

and

Computershare Inc.

Issuer Incorporated in U.S. - Private COMPANY [*].[*].2023

THIS TRANSFER AGENCY AND SERVICE AGREEMENT, effective as of March 25, 2024 (“Effective Date”), is by and between Eagle Point Credit Company Inc., a Delaware corporation, having its principal place of business at 600 Steamboat Road, Suite 202, Greenwich, CT 06830 (“Company”), and Computershare Inc., a Delaware corporation (“Computershare”), and its affiliate Computershare Trust Company, N.A., a federally chartered trust company (“Trust Company”, and together with Computershare, “Agent”), each having a principal office and place of business at 150 Royall Street, Canton, Massachusetts 02021. As used herein “party” means Agent or Company, as applicable, and “parties” means Agent and Company.

WHEREAS, Company desires to appoint Trust Company as its sole transfer agent and registrar for the Shares, and administrator of any Plan (as defined below) for Company, as conversion agent and redemption agrent for the Conversion Plan (as defined below), and Computershare as processor of all payments received or made by Company under this Agreement;

WHEREAS, Trust Company and Computershare will each separately provide specified services covered by this Agreement and, in addition, Trust Company may arrange for Computershare to act on behalf of Trust Company in providing certain of its services covered by this Agreement; and

WHEREAS, Trust Company and Computershare desire to accept such respective appointments and perform the services related to such appointments;

NOW THEREFORE, in consideration of the mutual covenants herein contained, the parties agree as follows:

Certain Definitions.

1.1 “Account” means the account of each Shareholder which reflects any full or fractional Shares held by such Shareholder, outstanding funds, or reportable tax information.

1.2 "Agreement" means this agreement and any and all exhibits or schedules attached hereto and any and all amendments or modifications which may from time to time be executed.

1.3 “Confidential Information” means 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), Personal Information, 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, as well as any other information designated as confidential or proprietary by the disclosing party or otherwise disclosed in a manner such that a reasonable person would understand its confidential nature. Confidential Information may constitute trade secrets and is of great value to the owner (or its affiliates). Except for Personal Information and Proprietary Information, Confidential Information shall not include any information that is reasonably demonstrated to be: (a) already known to the other party or its affiliates on a non-confidential basis 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 the Confidential Information of the other.

1.4 “Personal Information” means information that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular living individual, including, without limitation, names, signatures, addresses, e-mail addresses, telephone numbers, account numbers and information, social security numbers and other personal identification numbers, financial data, date of birth, transaction information, user names, passwords, security codes, employee ID numbers, identity photos, and any other information defined in applicable privacy laws or regulations as personal information, that Agent receives from Company, is otherwise obtained by Agent in connection with this Agreement, or to which Agent has access in the course of performing the Services.

1.5 “Plan” means Company’s distribution reinvestment plan administered by Trust Company for Company relating to the reinvestment of distributions to Company Shareholders (as defined below)[, whether as of the Effective Date or at any time during the term of this Agreement.

1.6 “Share (s)” means Company’s preferred stock (Series AA and Series AB), par value of $25 per share, authorized by Company’s applicable governing document.

1.7 “Shareholder” means a holder of record of Shares.

1.8 “Services” means all services performed or made available by Agent pursuant to this Agreement.

1.9 “Shareholder Data” means all information, including Personal Information, maintained on the records database of Agent concerning Shareholders.

Appointment of Agent.

2.1 Appointments. Company hereby appoints, and Trust Company and Computershare hereby accept such appointments, as follows:

(a)

Trust Company as sole transfer agent and registrar for all Shares;

(b)

Computershare as the service provider to Trust Company and as processor of all payments received or made by or on behalf of Company under this Agreement; and

(c)

Trust Company as administrator of any Plans in accordance with the terms and conditions of this Agreement and such Plans.

(d)

Company hereby appoints Trust Company to act as sole transfer agent and registrar for all Shares and as administrator of the Plan in accordance with the terms and conditions hereof and appoints Computershare as the service provider to Trust Company and as processor of all payments received or made by or on behalf of Company under this Agreement, and Trust Company and Computershare accept the respective appointments. Company hereby appoints Computershare to act as subscription agent in connection with the Subscription Offers and Computershare hereby accepts such appointment in accordance with and subject to the terms and conditions of this Agreement. Computershare will provide the specified subscription services set forth in the Fee and Service Schedule (as defined below) related to the Subscription Offers. Company acknowledges that Computershare may subcontract certain of the subscription services to a third-party subcontractor subject to the terms of this Agreement; provided, however, that such acknowledgment will not relieve Computershare of its obligations and responsibilities under this Agreement for such services and Computershare will be as fully responsible to Company for the acts and omissions of any such subcontractor as it is for its own acts and omissions under this Agreement.

2.2 Appointment Documents. On or before the Effective Date, Company will provide the appointment and corporate authority documents as set out separately by Agent, including, but not limited to, the following:

(a)

Board resolution appointing Trust Company as the transfer agent;

(b)

Board resolution and/or certificate of incumbency designating officers or other designated persons of Company authorized to sign written instructions and requests and, if applicable, Share certificates, in connection with this Agreement (each, an “Authorized Person”);

(c)

An opinion of counsel for Company addressed to Agent as mutually agreed upon by both parties, concerning, without limitation, the Company’s legal status under applicable law and legal status of the Shares, including whether the applicable offering of Shares is registered or exempt from registration;

(d)

A certificate of Company as to the Shares authorized, issued and outstanding, as well as a description of all reserves of unissued Shares relating to the exercise of options;

(e)

A complete and accurate register of Shareholders; and

(f)

Share valuation, consisting of the dollar price per Share in U.S. dollars, as of the Effective Date, quarterly thereafter, and at any other time upon the request of Agent.

2.3 Records. In order to enable Agent to perform the duties of transfer agent and registrar, Company shall provide, or shall cause its prior transfer agent and registrar to provide, a complete and accurate register of Shareholders on or before the Effective Date, and shall indemnify Agent under Section 7.2 of this Agreement for the failure to provide such register on or before the Effective Date. Agent shall keep records relating to the Services, in the form and manner it deems advisable, but in any event consistent with the reasonable standards of the transfer agency industry. Agent agrees that all such records prepared or maintained by it relating to the Services are the property of the applicable Company and will be preserved, maintained and made available in accordance with the requirements of applicable law and Agent’s records management policy, and will be surrendered promptly to the applicable Company in accordance with its request, subject to applicable law and Agent’s records management policy. 2.4 Shares. Company shall, if applicable, inform Agent as soon as possible in advance as to: (a) the existence or termination of any restrictions on the transfer of Shares, the application to or removal from any Shares of any legend restricting the transfer of such Shares (which may be subject, in the case of removal of any such legend, to delivery of a legal opinion in form and substance acceptable to Agent), or the substitution for such Share of a Share without such legend; (b) any authorized but unissued Shares reserved for specific purposes; (c) any outstanding Shares which are exchangeable for Shares and the basis for exchange; (d) reserved Shares subject to option and the details of such reservation; (e) any Share split or Share dividend; (f) any other relevant event or special instructions which may affect the Shares; (g) any bankruptcy, insolvency or other proceeding regarding Company affecting the enforcement of creditors’ rights; and (h) any future original issuances of Shares for which Agent will act as transfer agent under this Agreement (subject to delivery of a legal opinion of counsel for Company addressed to Agent in a form mutually agreed upon by both parties, concerning, without limitation, the legal status of such Shares, including whether the applicable issuance is part of an offering of Shares that is registered or exempt from registration).

2.5 Share Certificates. If applicable, Company shall provide Agent with (a) documentation required to print on demand Share certificates, or (b) an appropriate supply of Share certificates which contain a signature panel for use by an authorized signor of Agent and state that such certificates are only valid after being countersigned and registered, whichever is applicable.

2.6 Company Responsibility. Company shall perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all such further and other acts, documents, instruments and assurances as Agent may reasonably require in order to carry out or perform its obligations under this Agreement. If any out-of-balance condition caused by Company or any of its prior agents arises during any term of this Agreement, then Company will, promptly upon Agent’s request, provide Agent with funds or Shares sufficient to resolve such out-of-balance condition. For purposes of the prior sentence, an “out-of-balance condition” occurs when any funds or Shares do not balance out adequately to cover payment or issuance obligations to Shareholders, or there is a record difference or over issuance as defined under applicable state or federal law.

2.7 Scope of Agency.

(a)

Agent shall act solely as agent for Company under this Agreement and owes no duties hereunder to any other person. Agent undertakes to perform the duties and only the duties that are specifically set forth in this Agreement, and no implied covenants or obligations shall be read into this Agreement against Agent. Agent is engaged in an independent business and will perform its obligations under this Agreement as an agent of Company for the purposes of the Services to be furnished hereunder.

(b)

Agent may rely upon, and shall be protected in acting or refraining from acting in good faith reliance upon: (i) any communication from Company, any predecessor transfer agent or co-transfer agent or any registrar (other than Agent), predecessor registrar or co-registrar; (ii) any instruction, notice, request, direction, consent, report, certificate, opinion or other instrument, paper, document or electronic transmission believed in good faith by Agent to be genuine and to have been signed or given by the proper party or parties; (iii) 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 (iv) any instructions received through Direct Registration System/Profile. In addition, Agent is authorized to refuse to make any transfer that it determines in good faith not to be in good order.

(c)

From time to time, Company may provide Agent with instructions concerning the Services. Further, Agent may apply to any Authorized Person for instruction, and may consult with legal counsel for Company with respect to any matter arising in connection with the Services. Agent and its agents and subcontractors shall not be liable and shall be indemnified by each Company under Section 7.2 of this Agreement for any action taken or omitted by Agent in good faith reliance upon any Company instructions given by an Authorized Person or upon the advice or opinion of Company counsel. Company shall promptly provide Agent with an updated board resolution and/or certificate of incumbency regarding any change of authority for any Authorized Person. Agent shall not be held to have notice of any change of authority of any Authorized Person, until receipt of written notice thereof from Company.

(d)

Compliance with Laws. Agent is obligated and agrees to comply with all applicable laws and regulations, codes, orders and government rules in the performance of its duties under this Agreement.

Standard Services.

3.1 Share Services. Agent shall perform the Services set forth in the Fee and Service Schedule (“Fee and Service Schedule”) attached hereto and incorporated herein. Agent shall perform the Services in compliance with this Agreement and in a manner consistent with the reasonable standards of the transfer agency industry.

3.2 Replacement Shares. Agent shall issue replacement Shares for those certificates alleged to have been lost, stolen or destroyed, upon receipt by Agent of a reasonable administration fee paid by Shareholder, and an open penalty surety bond satisfactory to it and holding it and Company harmless, absent notice to Agent that such certificates have been acquired by a bona fide purchaser. Agent may, at its option, issue replacement Shares for mutilated certificates upon presentation thereof without such indemnity. Agent may, at its sole option, accept indemnification from Company to issue replacement Shares for those certificates alleged to have been lost, stolen or destroyed in lieu of an open penalty bond. Agent may receive compensation, including in the form of commissions, for services provided in connection with surety programs offered to Shareholders.

3.3 Internet Services. Agent shall make available to Company and Shareholders, through its web sites, including, but not limited to, www.computershare.com (collectively, “Web Site”), online access to certain Account and Shareholder information and certain transaction capabilities (“Internet Services”), subject to Agent’s security procedures and the terms and conditions set forth herein and on the Web Site. Agent provides Internet Services “as is”, on an “as available” basis, and hereby specifically disclaims any and all representations or warranties, express or implied, regarding such Internet Services, including any implied warranty of merchantability or fitness for a particular purpose and implied warranties arising from course of dealing or course of performance. In making Internet Services available to Shareholders that are custodians for the benefit of another person or entity, or custodians or trustees of an Individual Retirement Account or accounts that appear to be qualified retirement or pension plan accounts (e.g., Keough, 401(k), 403(b), SEP) (“Custodians”), Agent may rely upon, and shall be protected in acting or refraining from acting in good faith reliance upon instructions or authorization from Custodians to provide Internet Services access to their designated employees, and for the acts or omissions of such employees in connection with their respective use of Internet Services.

3.4 Proprietary Information. Company agrees that the databases, programs, screen and report formats, interactive design techniques, Internet Services, software (including methods or concepts used therein, source code, object code, or related technical information) and documentation manuals furnished to Company by Agent as part of the Services are under the control and ownership of Agent or a third party (including its affiliates) and constitute copyrighted, trade secret, or other proprietary information (collectively, “Proprietary Information”). Shareholder Data is not Proprietary Information. Company agrees that Proprietary Information is of substantial value to Agent or other third party and will treat all Proprietary Information as confidential in accordance with Section 9 of this Agreement. Company shall take reasonable efforts to advise its relevant employees and agents of its obligations pursuant to this Section 3.4.

3.5 Lost Shareholders; In-Depth Shareholder Search.

(a)

Computershare shall conduct such database searches to locate lost Shareholders as are required by Rule 17Ad-17 (“Rule 17Ad-17”) promulgated under the Securities Exchange Act of 1934, as amended (“1934 Act”), without charge to Shareholder(s). If a new address is so obtained in a database search for a lost Shareholder, then Computershare shall conduct a verification mailing and update its records for such Shareholder accordingly.

(b)

Upon Company’s prior written consent, Computershare may cause the performance of more in-depth searches for the purpose of (i) locating certain lost Shareholders for whom a new address is not obtained in accordance with clause (a) above, (ii) identifying Shareholders who are deceased (or locating such deceased Shareholder’s estate representative, heirs or other party entitled to act with respect to such Shareholder’s Account (“Authorized Representative”)), and (iii) locating Shareholders whose Accounts contain an uncashed check older than 180 days and who have already received the required unresponsive payee notification under Rule 17Ad-17, in each case using the services of a locating service provider selected by Computershare (“Service Provider”), which Service Provider may be an affiliate of Computershare. Such Service Provider may compensate Computershare for processing and other services that Computershare provides in connection with such in-depth search, including providing Computershare a portion of its service fees.

(c)

In communicating its services to any Shareholder (or Authorized Representative) located pursuant to clause (b) above, such Service Provider shall clearly identify to such Shareholder (or Authorized Representative) all assets held in such Shareholder’s Account. Such Service Provider shall inform any such located Shareholders (or Authorized Representative) that such Shareholder (or Authorized Representative) may choose (i) to contact Computershare directly to update account records and claim uncashed check funds, if any, at no charge other than any applicable fees to replace lost certificates, (ii) to contact such Shareholder’s broker directly to update account records and claim uncashed funds, if any, subject to the broker’s applicable fees, documentation requirements and other procedures, or (iii) to use the services of such Service Provider for a processing fee, which may not exceed approximately 10% of the asset value of such Shareholder’s property where the registered Shareholder is living, deceased, or not a natural person; provided that such processing fee shall not include or limit any applicable fees to replace lost certificates; and provided that in no case shall such fee exceed the maximum statutory fee permitted by the applicable state jurisdiction. If Company selects a locating service provider other than one selected by Computershare, then Computershare shall not be responsible for the terms of any agreement between such provider and Company and additional fees may apply.

(d)

Pursuant to Section 2.7(c) of this Agreement, Company hereby authorizes and instructs Computershare to provide to Service Provider:

(i)

aggregate Shareholder Data including number of projected eligible Accounts, value of projected eligible Accounts (includes sum of outstanding checks and value of Shares) in order for Service Provider to determine the feasibility of providing in-depth search services;

(ii)

upon determination by Service Provider that an in-depth Shareholder location program will be implemented and after notification of implementation to Company by Computershare (including by e-mail):

(1)

a complete Shareholder file (from which Service Provider will eliminate those Accounts for which a search is still required by Rule 17Ad-17); and

(2)

preliminary escheatment files (used to block Accounts that may not be serviced under the program based on state unclaimed property laws); and

(iii)

view-only access (during the time a program is in place) to Shareholder Data for the limited purposes of verifying Account information and reconcilement for program eligible Accounts.

3.6 Services to Financial Institutions and Financial Advisors – Alternative Investments Portal.

3.6.1 Agent shall record the name, address, CRD/FINRA number, and contact e-mail address of each financial institution, such as a registered broker-dealer or an investment advisory firm (each, a “Financial Institution”) and financial advisor or registered representative associated with such Financial Institution (each, a “Financial Advisor”) acting for a Shareholder on such Shareholder’s Account, as set forth on the records provided to Agent by a prior transfer agent or at the instruction of an Authorized Person of Company. Agent shall change such Financial Institution and/or Financial Advisor recorded on a Shareholder’s Account at the written instruction of such Authorized Person. Company further authorizes and instructs Agent to change such Financial Advisor recorded on a Shareholder’s Account at the written instruction of the Financial Institution recorded on the subject Account. In the event a Shareholder instructs Agent to change or remove the Financial Institution and/or Financial Advisor on such Shareholder’s Account, Agent shall request further instruction from Company, and Company agrees that it shall promptly provide such instruction to Agent. Company acknowledges and agrees that Agent may from time to time perform a search of Financial Advisors through an unaffiliated third-party service provider (under Section 12.2 below) to determine their employment status with their associated Financial Institution, and Company acknowledges and agrees that Agent does not guarantee the accuracy of the results of any such search. If such search indicates a Financial Advisor is no longer associated with the Financial Institution reflected on Agent’s records, then Company agrees that access to such Financial Advisor will be terminated for all Accounts associated with such Financial Advisor and Financial Institution. Agent may agree to reinstate a Financial Advisor’s access, in its sole discretion, if such Financial Advisor is accepted under Agent’s verification procedures, then in place.

3.6.2 Agent shall make available to each Financial Institution and Financial Advisor designated on a Shareholder’s Account, through its Alternative Investments Portal, located at www.computershare.com/advisorportal, online access to those Accounts to which they are designated as Financial Institution and/or Financial Advisor. Such access shall be limited to viewing the following Shareholder Account information: Shareholder name, investment value (i.e., total value of the Shares based on the valuation provided by Company), sponsor name (e.g., Company), Company, and the number of Company Shares. Such access shall be included in the definition of Internet Services and subject to the terms applicable to Internet Services as set forth in Section 3.3 above. Company acknowledges and agrees that each Financial Institution and Financial Advisor will need to agree to Agent’s security procedures and the terms and conditions set forth on the Alternative Investments Portal.

3.8 Indemnification for Services to Financial Institutions and Advisors. Company shall indemnify and hold Agent harmless from and against, and Agent shall not be responsible for, any Losses (as defined below) arising out of or attributable to Agent’s provision of the services set forth in Sections 3.6 above, including, without limitation, providing access to Financial Institutions and Financial Advisors to Shareholder Account information (or terminating and/or reinstating such access as set forth in Section 3.6.1 above) and their use of the Company Portal, subject to Section 7 of this Agreement.

3.9 Share Conversion/Redemption Services.

(a) Company hereby appoints the Trust Company to perform the services set forth herein and in the Fee and Service Schedule as administrator of Company’s Share Conversion/Redemption Plan (the “Conversion Plan”), with the exception of payment processing for which Computershare has been appointed by Company to provide, and certain other services that Computershare may provide as permitted by applicable law (e.g. ministerial services). Trust Company and Computershare hereby agree to provide services under the Conversion Plan subject to the terms and conditions of this Agreement. Agent shall have no obligation to perform any other services under the Conversion Plan except as set forth in this Agreement.

(b) Company shall be solely responsible for (i) after receiving applicable reporting from Agent, determining the eligibility of a Shareholder making a conversion or a redemption request under the terms of the Conversion Plan and whether to accept the conversion or redemption request; (ii) providing the Agent with the applicable conversion or redemption price per Share prior to each conversion or redemption date and the conversion fee to charge to each Shareholder; and (iii) complying with the terms of the Conversion Plan.

4. Computershare DiSTRIBUTION Disbursing and Payment Services.

4.1 Declaration of Distributions. Company must provide Computershare with written notice from an Authorized Person of any declaration of a distribution. Computershare will initiate distribution payments to Company Shareholders to the extent that Computershare receives sufficient funds from Company in advance of such initiation. The payment of such funds to Computershare for the purpose of being available for the payment of distributions from time to time is not intended by each Company to confer any rights in such funds on Company Shareholders, whether in trust, contract, or otherwise.

4.2 Stop Payments. Company hereby authorizes Computershare to stop payment of checks issued in payment of distributions or Share conversions under the Conversion Plan, as applicable, but not presented for payment, when the payees thereof allege either that they have not received the checks or that such checks have been mislaid, lost, stolen, destroyed or, through no fault of theirs, are otherwise beyond their control and cannot be produced by them for presentation and collection, and Computershare shall issue and deliver duplicate checks in replacement thereof, and Company shall indemnify Agent against any loss or damage resulting from reissuance of the checks.

4.3 Tax Withholding. Company hereby authorizes Computershare to deduct from all payments of distributions declared by each Company and disbursed by Computershare to Shareholders, or Share conversions or redemptions under the Conversion Plan, as applicable, the tax required to be withheld pursuant to Sections 1441, 1442, 1445, 1471 through 1474, and 3406 of the Internal Revenue Code of 1986, as amended, or by any federal or state statutes subsequently enacted, and to make the necessary returns and payment of such tax to the relevant taxing authority. Company will provide withholding and reporting instructions to Computershare from time to time as relevant, and upon request of Computershare.

4.4 Plan Payments. If applicable, Company hereby authorizes Computershare to make all payments required to be made under the Plan, including all payments required to be made to Company.

4.5 Bank Accounts. All funds received by Computershare under this Agreement that are to be distributed or applied by Computershare in the performance of Services (the “Funds”) shall be held by Computershare as agent for Company and 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: (a) funds backed by obligations of, or guaranteed by, the United States of America; (b) 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; (c) Government and Treasury backed AAA-rated Fixed NAV money market funds that comply with Rule 2a-7 of the Investment Company Act of 1940, as amended; or (d) short term certificates of deposit, bank repurchase agreements, and bank accounts with commercial banks with Tier 1 capital exceeding $1 billion, or with an investment grade rating 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.). Computershare 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 paragraph, including 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 deposits or investments. Computershare shall not be obligated to pay such interest, dividends or earnings to Company, any Shareholder or any other party.

5. Fees and Expenses.

5.1 Fee and Service Schedules. Company agrees to pay to Agent the fees and expenses for the Services as set forth in the Fee and Service Schedule. At least sixty (60) days before the expiration of the Initial Term (as defined below) or a Renewal Term (as defined below), whichever is applicable, the parties to this Agreement will agree upon a new fee schedule for the upcoming Renewal Term. If no new fee schedule is agreed upon, then the fees will increase as set forth in the Term Section of the Fee and Service Schedule.

5.2 Invoices. Company will pay Agent all amounts invoiced in accordance with this Agreement within thirty (30) days of Company’s receipt of such invoice, except for any amounts that are subject to good faith dispute. In the event of such dispute, Company must promptly notify Agent of such dispute and may only withhold that portion of the amounts subject to such dispute. Company shall settle such disputed amounts within five (5) business days of the date on which the parties agree on the amount to be paid by payment of the agreed amount. If no agreement is reached, then such disputed amounts shall be settled as may be required by applicable law or legal process.

5.3 Late Payments.

(a)

If any undisputed amount in an invoice of Agent is not paid within thirty (30) days after the date of such invoice, then Agent may charge Company interest thereon (from the due date to the date of payment) at a monthly rate equal to one and a half percent (1.5%). Notwithstanding any other provision hereof, such interest rate shall be no greater than permitted under applicable law.

(b)

The failure by Company to (i) pay the undisputed portion of an invoice within ninety (90) days after the date of such invoice or (ii) timely pay the undisputed portions of two (2) consecutive invoices shall constitute a material breach of this Agreement by Company. Notwithstanding terms to the contrary in Section 10.2 below, Agent may terminate this Agreement for such material breach immediately and shall not be obligated to provide Company with thirty (30) days to cure such breach.

5.4 Transaction Taxes. 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. Company shall pay such Transaction Taxes according to the terms in Section 5.2 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 the Services 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 the Services.

Representations and Warranties.

6.1 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 the laws of the United States and Computershare is a corporation duly organized, validly existing, and in good standing under the laws 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 action, constitutes a legal, valid and binding obligation of Agent enforceable against Agent in accordance with its terms, 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 any material term, condition or provision of (i) any existing law, ordinance, or governmental rule or regulation to which Agent is subject, (ii) any judgment, order, writ, injunction, decree or award of any court, arbitrator or governmental or regulatory official, body or authority applicable to Agent, (iii) Agent’s incorporation documents or by-laws, or (iv) any material agreement to which Agent is a party.

6.2 Company. Company represents and warrants to Agent that:

(a)

Governance. Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and 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 necessary action, constitutes a legal, valid and binding obligation of Company enforceable against Company in accordance with its terms, 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 any material term, condition or provision of (i) any existing law, ordinance, or governmental rule or regulation to which Company is subject, (ii) any judgment, order, writ, injunction, decree or award of any court, arbitrator or governmental or regulatory official, body or authority applicable to Company, (iii) Company’s incorporation or organization documents or by-laws, (iv) any material agreement to which Company is a party, or (v) any applicable stock exchange rules;

(c)

Securities Laws. Registration statements under the Securities Act of 1933, as amended (“1933 Act”) and the 1940 Act, as amended (1940 Act”) have been filed and are currently effective, or will be effective prior to the sale of any Shares, and will remain so effective, and all appropriate state securities law filings have been made with respect to all Shares being offered for sale, except for any Shares, including, without limitation, Shares issued under the Plan, which are offered in a transaction or series of transactions which are exempt from the registration requirements of the 1933 Act, 1940 Act and state securities laws. The Conversion Plan is either registered under or exempt from the registration requirements of the 1933 Act, 1940 Act and state securities laws, and conversion or redemptions under the Conversion Plan will not constitute a tender offer subject to Rule 13e-4 of the 1934 Act, and complies with all federal and state securities laws. Company will immediately notify Agent of any information to the contrary;

(d)

Shares. The Shares issued and outstanding on the date hereof are duly authorized, validly issued, fully paid and non-assessable; and any Shares to be issued hereafter, including, without limitation, under the Plan, when issued, will be duly authorized, validly issued, fully paid and non-assessable;

(e)

Facsimile Signatures. The use of facsimile signatures by Agent in connection with the countersigning and registering of Share certificates has been duly authorized by Company and is valid and effective; and

(f)

Shareholder Authorization. All Shareholders have provided valid consent through a subscription agreement or other documentation or means for an applicable Financial Institution and/or Financial Advisor to access such Shareholder’s Account and view information available for such Shareholder’s Account as set forth in Sections 3.6 above. Company agrees to provide evidence of such consent to Agent upon its request.

Indemnification and Limitation of Liability.

7.1 Liability. Agent shall only be liable for any loss or damage determined by a court of competent jurisdiction to be the result of Agent’s gross negligence or willful misconduct; provided that any liability of Agent will be limited in the aggregate to the ongoing account management fees paid hereunder by Company to Agent during the twelve (12) months immediately preceding the event for which recovery from Agent is being sought.

7.2 Indemnity. Company shall indemnify, defend and hold Agent harmless from and against, and Agent shall not be responsible for, any and all losses, claims, damages, costs, charges, 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 7.1 above.

8. 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.

9. Confidentiality AND DATA PRIVACY.

9.1 General. 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, such party will ensure that such agent or subcontractor is contractually bound to confidentiality terms consistent with the terms of this Section 9.

9.2 Required or Permitted Disclosure. In the event any requests or demands are made for the disclosure of Confidential Information, other than requests or demands to Agent for Shareholder records pursuant to subpoenas or requests from state or federal government authorities (e.g., probate, divorce and criminal actions), the party receiving such request or demand will promptly notify the other party to secure instructions from an authorized officer of such party as to such request or demand and to enable the other party the opportunity to obtain a protective order or other confidential treatment, unless such notification is otherwise prohibited by applicable 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 applicable law or court order.

9.3 Unauthorized Disclosure. As may be required by applicable law and without limiting any party's rights in respect of a breach of this Section 9, each party will promptly:

(a)

notify the other party in writing of any unauthorized possession, use or 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, use or disclosure; and

(c)

use commercially reasonable efforts to prevent a recurrence of any such unauthorized possession, use or disclosure of Confidential Information.

9.4 Data Privacy.

(a)

Agent will not retain, use, process, or disclose Personal Information for any purpose other than: (i) the specific purpose of performing the Services specified in this Agreement on behalf of Company and the services reasonably related thereto; (ii) Agent’s business purposes, as defined by applicable privacy laws; or (iii) as otherwise required or permitted by applicable law and the terms of this Agreement.

(b)

Agent will not sell, rent, release, disclose, disseminate, make available, transfer, or otherwise communicate orally, in writing, or by electronic or other means, any Personal Information to a third party for monetary or other valuable consideration from such third party, except as permitted by applicable law.

(c)

Agent will reasonably assist Company to support Company’s obligations to respond to requests of Shareholders exercising their respective rights under applicable privacy laws, as directed by Company and agreed to by Agent.

10. Term and Termination.

10.1 Term. The initial term of this Agreement shall be three (3) years from the Effective Date (“Initial Term”) unless terminated pursuant to the provisions of this Section 10. This Agreement will renew automatically from year to year (each a “Renewal Term”), unless a terminating party gives written notice to the other party not less than sixty (60) days before the expiration of the Initial Term or a Renewal Term, whichever is in effect.

10.2 Termination for Cause. This Agreement may be terminated at any time by any party (a) upon a material breach of a representation, covenant or term of this Agreement by any other party which is not cured within thirty (30) days after receipt of written notice thereof from the terminating party or (b) if any proceeding in bankruptcy, reorganization, receivership or insolvency is commenced by or against any other party, such other party shall become insolvent or shall cease paying its obligations as they become due or such other party shall make any assignment for the benefit of its creditors.

10.3 Fees and Expenses. Upon termination or expiration of this Agreement for any reason, Company terminating shall pay the following to Agent on or before the effective date of such termination or expiration:

(a)

under the Fee and Service Schedule all fees and expenses due and payable to Agent up to and including the date of such termination or expiration; and

(b)

in order for Agent to move records, materials, and services to Company or the successor agent:

(i)

all reasonable expenses in connection with such movement; and

(ii)

a conversion fee for standard conversion services, in an amount equal to 10% of the aggregate fees (not including expenses) incurred by Company during the immediately preceding twelve (12) month period; provided, however, this fee shall in no event be less than $5,000.00. Upon Company’s request, Agent shall provide extended conversion services (e.g., test files) for an additional fee.

10.4 Early Termination. Notwithstanding anything in this Agreement to the contrary, if this Agreement is terminated prior to the expiration of the then-current term (a) by Company for any reason other than pursuant to Section 10.2 above, including, but not limited to, Company’s liquidation, acquisition, merger or restructuring, or (b) by Agent pursuant to Section 10.2 above, then, in addition to the payments required in Section 10.3 above, Company shall pay to Agent all fees accelerated through the end of, and including all months that would have remained in, the then-current term at the time of termination. Such fees will be calculated using the rates, volumes, and Services in effect as of the termination date. If Company does not provide notice of early termination within the time period referenced in Section 10.1 above, then Agent shall make a good faith effort, but cannot guarantee, to convert Company’s records on the date requested by Company.

11. Assignment. Neither this Agreement nor any rights or obligations hereunder may be assigned by

Company or Agent without the written consent of the other, such consent not to be unreasonably withheld; provided, however, that Agent may, without further consent of Company, assign any of its rights and obligations hereunder to any affiliated transfer agent registered under Rule 17Ac2-1 promulgated under the 1934 Act.

12. SUBCONTRACTORS AND UNAFFILIATED THIRD PARTIES.

12.1 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 under this Agreement.

12.2 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 12.1 of this Agreement), such as, by way of example and not limitation, airborne services, delivery services, the U.S. mails, and telecommunication companies, provided, that if Agent selected such company, then Agent exercised due care in selecting the same.

13. Miscellaneous.

13.1 Notices. Any notice or communication by Agent or Company to the other pursuant to this Agreement is duly given if in writing and delivered in person or sent by overnight delivery service or first class mail, postage prepaid, to the other’s address, or to the e-mail address listed below:

If to COMPANY:

Eagle Point Credit Company Inc.

Ken Onorio, CFO

Joseph Roth

Address: 600 Steamboat Road, Suite 202, Greenwich, CT 06830

Phone: (203) 340-8500

Email: ECCPref@eaglepointsecurities.com

If to Agent:

Computershare Trust Company, N.A.

150 Royall Street

Canton, MA 02021

Attn: General Counsel

e-mail: #USCISLegalContractNotices@computershare.com

13.2 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.

13.3 Successors. All 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.

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

13.5 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.

13.6 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 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, to the fullest extent permitted by law, all right to trial by jury in any action, proceeding or counterclaim arising out of this Agreement or the transactions contemplated hereby.

13.7 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 failures or delays, labor disputes, strikes, or shortages, supply shortages, equipment failures, or software malfunctions.

13.8 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.

13.9 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.

13.10 Priorities. In the event of any conflict, discrepancy, or ambiguity between the terms and conditions contained in this Agreement and any exhibits, schedules or attachments hereto, the terms and conditions contained in this Agreement shall take precedence.

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

13.12 No Strict Construction. The parties 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, 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.

13.13 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.

13.14 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.

[The remainder of page intentionally left blank.]

IN WITNESS WHEREOF, each of the parties has caused this Agreement to be executed by one of its officers thereunto duly authorized, all as of the Effective Date.

Computershare Inc. and			Eagle Point Credit Company Inc.
Computershare Trust Company, N.A.
*On Behalf of Both Entities:*

By:			By:
Name:			Name:
Title:			Title:

[SIGNATURE PAGE TO TRANSFER AGENCY AND SERVICE AGREEMENT]

Issuer Incorporated in U.S. - Private COMPANY [*].[*].2023

Exhibit (l)(5)

One International Place, 40th Floor
100 Oliver Street
Boston, MA 02110-2605
+1 617 728 7100 Main
+1 617 275 8374 Fax
www.dechert.com

March 22, 2024

Eagle Point Credit Company Inc.

600 Steamboat Road, Suite 202

Greenwich, CT 06830

Re:	Registration Statement on Form N-2

Ladies and Gentlemen:

We have acted as counsel to Eagle Point Credit Company Inc., a Delaware corporation (the “Company”), in connection with the preparation and filing of a registration statement on Form N-2 (File Nos. 333-269139 and 811-22974) as originally filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”) on January 6, 2023 under the Securities Act of 1933, as amended (the “Securities Act”), and under the Investment Company Act of 1940, as amended (the “Investment Company Act”), and the pre-effective amendments thereto filed by the Company with the Commission on May 26, 2023 and June 8, 2023 under the Securities Act and Investment Company Act (the registration statement, as amended, at the time when it most recently became effective, including the prospectus and the information deemed to be part thereof at the time of effectiveness pursuant to Rule 430C of the Commission under the Securities Act, being hereinafter referred to collectively as the “Registration Statement”), and the final prospectus supplement, dated March 22, 2024 (including the base prospectus filed therewith, the “Prospectus Supplement”), filed with the Commission on March 22, 2024 pursuant to Rule 424 under the Securities Act, relating to the proposed issuance by the Company of up to 4,000,000 shares in aggregate of its 7.00% Series AA Convertible and Perpetual Preferred Stock, $0.001 par value per share and its 7.00% Series AB Convertible and Perpetual Preferred Stock, $0.001 per value per share (collectively, the “Shares”), to be sold on a best-efforts basis pursuant to a dealer manager agreement in substantially the form filed as Exhibit 1.1 to the Company’s Current Report on Form 8-K to be filed with the Commission on or about March 26, 2024 (the “Dealer Manager Agreement”). This opinion letter is being furnished to the Company in accordance with the requirements of Item 25 of Form N-2 under the Investment Company Act, and we express no opinion herein as to any matter other than as to the legality of the Shares.

Eagle Point Credit Company Inc.

March 22, 2024

Page 2

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 and such 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 rendering the opinions set forth below, including the following documents:

(i)

the Registration Statement;

(ii)

the Prospectus Supplement;

(iii)

the Dealer Manager Agreement;

(iv)

the Certificate of Incorporation of the Company, as amended to date, including the certificate of designation relating to the Shares;

(v)

the Second Amended and Restated Bylaws of the Company;

(vi)

a certificate of good standing with respect to the Company issued by the Secretary of State of the State of Delaware as of a recent date; and

(vii)

resolutions approved by the board of directors of the Company (the “Board”) and resolutions approved by the pricing committee of the Board relating to, among other things, the authorization and issuance of the Shares.

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, employees and representatives of the Company without having independently verified such factual matters.

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 natural persons who are signatories to the documents examined by us and (ii) the legal power and authority of all persons signing on behalf of the parties to such documents (other than the Company).

On the basis of the foregoing and subject to the assumptions and qualifications set forth in this letter, we are of the opinion that the Shares have been duly authorized and that: when (i) the Dealer Manager Agreement has been duly executed and delivered by the parties thereto and (ii) the Shares are (a) issued and delivered against receipt by the Company of payment therefor of such lawful consideration as the Board (or a duly authorized committee thereof) may lawfully determine and at a price per Share not less than the par value per Share as contemplated by the Registration Statement and the prospectus contained therein and in accordance with the terms of the Dealer Manager Agreement and (b) if applicable, countersigned by the transfer agent, the Shares will be validly issued, fully paid and nonassessable.

Eagle Point Credit Company Inc.

March 22, 2024

Page 3

The opinions expressed herein are limited to the laws of the State of New York and the General Corporation Law of the State of Delaware. We are members of the bar of the State of New York.

This opinion letter has been prepared solely in connection with the Registration Statement. The opinions expressed herein are based on laws in effect on the date hereof, which laws are subject to change with possible retroactive effect, and facts known to us on the date hereof. 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 as an exhibit to the Company’s Current Report on Form 8-K to be filed with the Commission on or about March 26, 2024 and to the reference to this firm under the caption “Legal Matters” in the prospectus which forms a part of the Registration Statement and the Prospectus Supplement. 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

PTH/ts/ws
AK

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