TECHNOLOGY INVESTMENT CAPITAL CORP.

 

                            ARTICLES OF INCORPORATION

 

 

 

THIS IS TO CERTIFY THAT:

 

 

                                   ARTICLE I

 

                                  INCORPORATOR

 

         The undersigned, Jonathan H. Cohen, whose address is 8 Sound Shore

Drive, Suite 215, Greenwich, Connecticut 06830, being at least 18 years of age,

does hereby form a corporation under the general laws of the State of Maryland.

 

 

                                   ARTICLE II

 

                                      NAME

 

         The name of the corporation (the "Corporation") is:

 

                       Technology Investment Capital Corp.

 

 

                                  ARTICLE III

 

                                     PURPOSE

 

         The purposes for which the Corporation is formed are to conduct and

carry on the business of a business development company, subject to making an

election under the Investment Company Act of 1940, as amended (the "1940 Act"),

and to engage in any lawful act or activity for which corporations may be

organized under the general laws of the State of Maryland as now or hereafter in

force.

 

                                   ARTICLE IV

 

                  PRINCIPAL OFFICE IN STATE AND RESIDENT AGENT

 

         The address of the principal office of the Corporation in the State of

Maryland is c/o The Corporation Trust Incorporated, 300 East Lombard Street,

Baltimore, Maryland 21202. The name of the resident agent of the Corporation in

the State of Maryland is The Corporation Trust Incorporated. The post office

address of the resident agent is 300 East Lombard Street, Baltimore, Maryland

21202.

 

 

                                   ARTICLE V

 

                        PROVISIONS FOR DEFINING, LIMITING

                      AND REGULATING CERTAIN POWERS OF THE

                CORPORATION AND OF THE STOCKHOLDERS AND DIRECTORS

 

         Section 5.1 Number and Classification of Directors. The business and

affairs of the Corporation shall be managed under the direction of the Board of

Directors. The number of directors of the Corporation initially shall be one,

which number may be increased or decreased only by the Board of Directors

pursuant to the Bylaws, but shall never be less than the minimum number required

by the Maryland General Corporation Law (the "MGCL"). The name of the director

who shall serve until the first annual meeting of stockholders and until his

successor is duly elected and qualifies is Jonathan H. Cohen.

 

         The initial director may increase the number of directors and may fill

any vacancy, whether resulting from an increase in the number of directors or

otherwise, on the Board of Directors occurring before the first annual meeting

of stockholders in the manner provided in the Bylaws.

 

         The Corporation elects, at such time as Subtitle 8 of Title 3 of the

MGCL becomes applicable to the Corporation, that, subject to applicable

requirements of the 1940 Act and except as may be provided by the Board of Directors in setting the terms of

any class or series of Preferred Stock (as hereinafter defined), any and all

vacancies on the Board of Directors may be filled only by the affirmative vote

of a majority of the remaining directors in office, even if the remaining

directors do not constitute a quorum, and any director elected to fill a vacancy

shall serve for the remainder of the full term of the directorship in which such

vacancy occurred and until a successor is duly elected and qualifies.

 

         On the first date on which the Corporation shall have more than one

stockholder of record, the directors shall be classified, with respect to the

terms for which they severally hold office, into three classes, as nearly equal

in number as possible as determined by the Board of Directors, one class to hold

office initially for a term expiring at the next succeeding annual meeting of

stockholders, another class to hold office initially for a term expiring at the

second succeeding annual meeting of stockholders and another class to hold

office initially for a term expiring at the third succeeding annual meeting of

stockholders, with the members of each class to hold office until their

successors are duly elected and qualify. At each annual meeting of the

stockholders, the successors to the class of directors whose term expires at

such meeting shall be elected to hold office for a term expiring at the annual

meeting of stockholders held in the third year following the year of their

election and until their successors are duly elected and qualify.

 

         Section 5.2 Extraordinary Actions. Notwithstanding any provision of law

permitting or requiring any action to be taken or approved by the affirmative

vote of the holders of shares entitled to cast a greater number of votes, any

such action shall be effective and valid if declared advisable and approved by

the Board of Directors, by the affirmative vote of 75% of the directors then in

office, and taken or approved by the affirmative vote of holders of shares

entitled to cast a majority of all the votes entitled to be cast on the matter.

 

 

         Section 5.3 Election of Directors. Except as otherwise provided in the

Bylaws of the Corporation, directors shall be elected by the affirmative vote of

the holders of a majority of the shares of stock outstanding and entitled to

vote thereon.

 

         Section 5.4 Authorization by Board of Stock Issuance. The Board of

Directors may authorize the issuance from time to time of shares of stock of the

Corporation of any class or series, whether now or hereafter authorized, or

securities or rights convertible into shares of its stock of any class or

series, whether now or hereafter authorized, for such consideration as the Board

of Directors may deem advisable (or without consideration in the case of a stock

split or stock dividend), subject to such restrictions or limitations, if any,

as may be set forth in the charter or the Bylaws.

 

         Section 5.5 Quorum. The presence in person or by proxy of the holders

of shares of stock of the Corporation entitled to cast a majority of the votes

entitled to be cast (without regard to class) shall constitute a quorum at any

meeting of stockholders, except with respect to any such matter that, under

applicable statutes or regulatory requirements, requires approval by a separate

vote of one or more classes of stock, in which case the presence in person or by

proxy of the holders of shares entitled to cast a majority of the votes entitled

to be cast by each such class on such a matter shall constitute a quorum.

 

         Section 5.6 Preemptive Rights. Except as may be provided by the Board

of Directors in setting the terms of classified or reclassified shares of stock

pursuant to Section 6.4 or as may otherwise be provided by contract, no holder

of shares of stock of the Corporation shall, as such holder, have any preemptive

right to purchase or subscribe for any additional shares of stock of the

Corporation or any other security of the Corporation which it may issue or sell.

 

         Section 5.7 Appraisal Rights. No holder of stock of the Corporation

shall be entitled to exercise the rights of an objecting stockholder under Title

3, Subtitle 2 of the MGCL or any successor provision thereto.

 

         Section 5.8 Determinations by Board. The determination as to any of the

following matters, made in good faith by or pursuant to the direction of the

Board of Directors consistent with the charter and in the absence of actual

receipt of an improper benefit in money, property or services or active and

deliberate dishonesty established by a court, shall be final and conclusive and

shall be binding upon the Corporation and every holder of shares of its stock:

the amount of the net income of the Corporation for any period and the amount of

assets at any time legally available for the payment of dividends, redemption of

its stock or the payment of other distributions on its stock; the amount of

paid-in surplus, net assets, other surplus, annual or other net profit, net

assets in excess of capital, undivided profits or excess of profits over losses

on sales of assets; the amount, purpose, time of creation, increase or decrease,

alteration or cancellation of any reserves or charges and the propriety thereof

(whether or not any obligation or liability for which such reserves or charges

shall have been created shall have been paid or discharged); the fair value, or

any sale, bid or asked price to be applied in determining the fair value, of any

asset owned or held by the Corporation; any matter relating to the acquisition,

holding and disposition of any assets by the Corporation; or any other matter

relating to the business and affairs of the Corporation.

 

 

                                   ARTICLE VI

 

                                      STOCK

 

         Section 6.1 Authorized Shares. The Corporation has authority to issue

100,000,000 shares of stock initially consisting of 100,000,000 shares of Common

Stock, $.01 par value per share ("Common Stock"). The aggregate par value of all authorized

shares of stock having par value is $1,000,000. If shares of one class of stock

are classified or reclassified into shares of another class of stock pursuant to

this Article VI, the number of authorized shares of the former class shall be

automatically decreased and the number of shares of the latter class shall be

automatically increased, in each case by the number of shares so classified or

reclassified, so that the aggregate number of shares of stock of all classes

that the Corporation has authority to issue shall not be more than the total

number of shares of stock set forth in the first sentence of this paragraph. A

majority of the entire Board of Directors, without any action by the

stockholders of the Corporation, may amend the charter from time to time to

increase or decrease the aggregate number of shares of stock or the number of

shares of stock of any class or series that the Corporation has authority to

issue.

 

         Section 6.2 Common Stock. Each share of Common Stock shall entitle the

holder thereof to one vote. The Board of Directors may reclassify any unissued

shares of Common Stock from time to time in one or more classes or series of

stock.

 

         Section 6.3 Preferred Stock. The Board of Directors may classify any

unissued shares of stock and reclassify any previously classified but unissued

shares of stock of any class or series from time to time, in one or more classes

or series of preferred stock ("Preferred Stock").

 

         Section 6.4 Classified or Reclassified Shares. Prior to issuance of

classified or reclassified shares of any class or series, the Board of Directors

by resolution shall: (a) designate that class or series to distinguish it from

all other classes and series of stock of the Corporation; (b) specify the number

of shares to be included in the class or series; (c) set or change, subject to

the express terms of any class or series of stock of the Corporation outstanding

at the time, the preferences, conversion or other rights, voting powers, restrictions,

limitations as to dividends or other distributions, qualifications and terms and

conditions of redemption for each class or series; and (d) cause the Corporation

to file articles supplementary with the State Department of Assessments and

Taxation of Maryland ("SDAT"). Any of the terms of any class or series of stock

set or changed pursuant to clause (c) of this Section 6.4 may be made dependent

upon facts or events ascertainable outside the charter (including determinations

by the Board of Directors or other facts or events within the control of the

Corporation) and may vary among holders thereof, provided that the manner in

which such facts, events or variations shall operate upon the terms of such

class or series of stock is clearly and expressly set forth in the articles

supplementary filed with the SDAT.

 

         Section 6.5 Charter and Bylaws. All persons who shall acquire stock in

the Corporation shall acquire the same subject to the provisions of the charter

and the Bylaws. The Board of Directors of the Corporation shall have the

exclusive power to make, alter, amend or repeal the Bylaws.

 

 

                                  ARTICLE VII

 

                                   AMENDMENTS

 

         The Corporation reserves the right from time to time to make any

amendment to its charter, now or hereafter authorized by law, including any

amendment altering the terms or contract rights, as expressly set forth in the

charter, of any shares of outstanding stock. All rights and powers conferred by

the charter on stockholders, directors and officers are granted subject to this

reservation. Any amendment to Section 5.2 or to this sentence of the charter

shall be valid only if declared advisable by the Board of Directors and approved by the affirmative vote of two-thirds of all the votes entitled to be cast on the

matter.

 

 

                                  ARTICLE VIII

 

        LIMITATION OF LIABILITY; INDEMNIFICATION AND ADVANCE OF EXPENSES

 

         Section 8.1 Limitation of Liability. To the maximum extent that

Maryland law in effect from time to time permits limitation of the liability of

directors and officers of a corporation, no director or officer of the

Corporation shall be liable to the Corporation or its stockholders for money

damages.

 

         Section 8.2 Indemnification and Advance of Expenses. The Corporation

shall have the power, to the maximum extent permitted by Maryland law in effect

from time to time, to obligate itself to indemnify, and to pay or reimburse

reasonable expenses in advance of final disposition of a proceeding to, (a) any

individual who is a present or former director or officer of the Corporation or

(b) any individual who, while a director of the Corporation and at the request

of the Corporation, serves or has served as a director, officer, partner or

trustee of another corporation, real estate investment trust, partnership, joint

venture, trust, employee benefit plan or any other enterprise from and against

any claim or liability to which such person may become subject or which such

person may incur by reason of his status as a present or former director or

officer of the Corporation. The Corporation shall have the power, with the

approval of the Board of Directors, to provide such indemnification and

advancement of expenses to a person who served a predecessor of the Corporation

in any of the capacities described in (a) or (b) above and to any employee or

agent of the Corporation or a predecessor of the Corporation.

 

         Section 8.3 1940 Act. No provision of this Article VIII shall be

effective to protect or purport to protect any director or officer of the

Corporation against liability to the Corporation or its stockholders to which he

or she would otherwise be subject by reason of willfulness misfeasance, bad

faith, gross negligence or reckless disregard of the duties involved in the

conduct of his or her office.

 

         Section 8.4 Amendment or Repeal. Neither the amendment nor repeal of

this Article VIII, nor the adoption or amendment of any other provision of the

charter or Bylaws inconsistent with this Article VIII, shall apply to or affect

in any respect the applicability of the preceding sections of this Article VIII

with respect to any act or failure to act which occurred prior to such

amendment, repeal or adoption.

 

 

         IN WITNESS WHEREOF, I have signed these Articles of Incorporation and

acknowledge the same to be my act on this 21st day of July, 2003

 

 

 

                                               /s/  Jonathan H. Cohen

                                               ----------------------

                                               Jonathan H. Cohen

                                               Incorporator

 

 

TECHNOLOGY INVESTMENT CAPITAL CORP.

ARTICLES OF AMENDMENT

Technology Investment Capital Corp., a Maryland corporation (the “Corporation”), having its principal office in the State of Maryland, hereby certifies to the State Department of Assessments and Taxation of Maryland (the “Department”) that:

FIRST: The Corporation desires to, and does hereby, amend its charter (the “Charter”) as currently in effect as hereafter set forth.

SECOND: The Charter is hereby amended by deleting the existing Article II in its entirety and substituting in lieu thereof a new Article II which reads as follows:

ARTICLE II

NAME

The name of the corporation (the “Corporation”) is:

TICC Capital Corp.

THIRD: The amendment to the Charter as set forth above has been approved by the Board of Directors of the Corporation in accordance with the requirements of Section 2-605 of the Maryland General Corporation Law.

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IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to be signed in its name and on its behalf by its Chief Executive Officer and attested by its Corporate Secretary on December 3, 2007.

 

 

 

TECHNOLOGY INVESTMENT CAPITAL CORP.

Attest:

 

/s/ Patrick F. Conroy

 

 

By:

 

/s/ Jonathan H. Cohen

 

Patrick F. Conroy

 

 

 

Jonathan H. Cohen

 

Corporate Secretary

 

 

 

Chief Executive Officer

THE UNDERSIGNED, Jonathan H. Cohen, Chief Executive Officer of Technology Investment Capital Corp., who executed on behalf of said corporation the foregoing Articles of Amendment, of which this certificate is made a part, hereby acknowledges, in the name and on behalf of said corporation, the foregoing Articles of Amendment to be the corporate act of said corporation and further certifies that, to the best of his knowledge, information, and belief, the matters and facts set forth herein with respect to the approval thereof are true in all material respects, under penalties of perjury.

/s/ Jonathan H. Cohen

Jonathan H. Cohen