Form POS EX Eagle Point Credit Co


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As filed with the U.S. Securities and Exchange Commission on March 24, 2021

 

1933 Act File No. 333-237586

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. 41

 

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: As soon as practicable 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.

 

¨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: 333-237586

 

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).

 

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

 

¨ 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. 333-237586 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

 

1.     Financial
Statements:

 

The following financial statements
of Eagle Point Credit Company Inc. (the “Registrant”) are included in Part A of the Registration Statement:

 

    Page
Consolidated Statement of Assets and Liabilities as of March 31, 2020   F-2
Consolidated Schedule of Investments as of March 31, 2020   F-3
Consolidated Statement of Operations for the three months ended March 31, 2020   F-8
Consolidated Statement of Comprehensive Income for the three months ended March 31, 2020   F-10
Consolidated Statements of Changes in Net Assets for the three months ended March 31, 2020 and year ended December 31, 2019   F-11
Consolidated Statement of Cash Flows for the three months ended March 31, 2020   F-12
Notes to Consolidated Financial Statements   F-13
Financial Highlights   F-33
Supplemental Information   F-35
Consolidated Statement of Assets and Liabilities as of December 31, 2019   F-36
Consolidated Schedule of Investments as of December 31, 2019   F-37
Consolidated Statement of Operations for the year ended December 31, 2019   F-42
Consolidated Statement of Comprehensive Income for the year ended December 31, 2019   F-43
Consolidated Statements of Changes in Net Assets for the years ended December 31, 2019 and December 31, 2018   F-44
Consolidated Statement of Cash Flows for the year ended December 31, 2019   F-45
Notes to Consolidated Financial Statements   F-46
Financial Highlights   F-65
Supplemental Information   F-67
Report of Independent Registered Public Accounting Firm   F-68

 

2.     Exhibits:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(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 June 30, 2017 with Post-effective Amendment No. 1 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 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.
   
(16) Previously filed on July 31, 2017 as a 305B2 filing (File No. 333-218611) and incorporated by
reference herein.
   
(17) 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.
   
(18) 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.
   
(19) 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.
   
(20) Previously filed on November 25, 2019 with Post-effective Amendment No. 9 to the Registrant’s
Registration Statement on Form N-2 (File Nos. 333-218611 and 811-22974) and incorporated by reference herein.
   
(21) Previously filed on April 6, 2020 with the Registrant’s Registration Statement on Form N-2
(File Nos. 333-237586 and 811-22974) and incorporated by reference herein.
   
(22) Previously filed on May 29, 2020 with Pre-effective Amendment No. 1 to the Registrant’s
Registration Statement on Form N-2 (File Nos. 333-237586 and 811-22974) and incorporated by reference herein.
   
(23) Previously filed on June 2, 2020 with Post-effective Amendment No. 1 to the Registrant’s
Registration Statement on Form N-2 (File Nos. 333-237586 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   $ 84,370  
FINRA filing fee   $ 98,000  
NYSE listing fee   $ 181,967  
Rating agency fees   $ 60,000  
Printing and postage   $ 61,500  
Legal fees and expenses   $ 498,000  
Accounting fees and expenses   $ 543,000  
Miscellaneous   $ 73,163  
Total   $ 1,600,000  

 

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, 2019.

 

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, 2019.

 

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 May 27, 2020:

 

Title of Class   Number of
Record Holders
 
Common stock, par value $0.001 per share     13  
Series B Term 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.

 

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.

 

 

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.

 

Each Underwriting Agreement
provides that the underwriter agrees to indemnify, defend 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 Securities Exchange Act of 1934, as amended
(the “Exchange Act”), from and against any loss, damage, expense, liability or claim (including the reasonable cost of investigation)
which, jointly or severally, the Registrant or any such person may incur under the Securities Act, the Exchange Act, the 1940 Act, the
common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement
or alleged untrue statement of a material fact contained in and in conformity with information concerning such sales agent furnished in
writing by such sales agent to the Registrant expressly for use in this 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, or arises out of or is based upon any omission or alleged omission to state a material fact in connection with such information
required to be stated in this Registration Statement or such prospectus (or supplement thereto) or necessary to make such information
not misleading.

 

Each Securities Purchase
Agreement provides that each investor agrees to indemnify, defend and hold harmless each of the Registrant and its affiliates, directors,
officers and employees from and against any and all losses, claims, damages, liabilities and expenses based on, arising out of or otherwise
in respect of any material inaccuracy in, or material breach of, the representations and warranties of such investor in the Securities
Purchase Agreement.

 

Each At Market Issuance Sales
Agreement provides that the placement agent agrees to indemnify, defend 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 loss, damage, expense, liability or claim (including the reasonable cost of investigation) which, jointly or severally,
the Registrant or any such person may incur under the Securities Act, the Exchange Act, the 1940 Act, the common law or otherwise, insofar
as such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or alleged untrue statement of a
material fact contained in and in conformity with information concerning such sales agent furnished in writing by such sales agent to
the Registrant expressly for use in this 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, or arises out of
or is based upon any omission or alleged omission to state a material fact in connection with such information required to be stated in
this Registration Statement or such prospectus (or supplement thereto) or necessary to make such information not misleading.

 

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.

 

 

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, American Stock Transfer & Trust Company, LLC, 6201 15th Avenue,
Brooklyn, NY 11219;

 

(3) the Custodian, Wells Fargo Bank, National Association, 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

 

(1) The Registrant undertakes to suspend the offering of shares until the prospectus is amended if (1) subsequent
to the effective date of its registration statement, the net asset value declines more than ten percent from its net asset value as of
the effective date of the registration statement or (2) the net asset value increases to an amount greater than its net proceeds
as stated in the prospectus; provided, however, that this paragraph will not apply on or after August 1, 2020.

 

 

(3) In the event that the securities being registered are to be offered to existing shareholders pursuant
to rights, and any securities not taken by shareholders are to be reoffered to the public, the Registrant undertakes to supplement the
prospectus, after the expiration of the subscription period, to set forth the results of the subscription offer, the transactions by underwriters
during the subscription period, the amount of unsubscribed securities to be purchased by underwriters, and the terms of any subsequent
reoffering thereof; and further, if any public offering by the underwriters of the securities being registered is to be made on terms
differing from those set forth on the cover page of the prospectus, to file a post-effective amendment to set forth the terms of
such offering.

 

(4) 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:

 

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

 

(ii) 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 Commission pursuant to Rule 424(b) under
the 1933 Act 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.

 

 

(iii) 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 on or after August 1, 2020 paragraphs a(1), a(2), and a(3) of this section do not apply to the extent
the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished
to the SEC 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 1933 Act, each such post-effective amendment
shall be deemed to be a new registration statement relating to the securities offered therein, 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 1933 Act to any purchaser:

 

(i) On or after August 1, 2020, if the Registrant is subject to Rule 430B under the 1933 Act: (A) 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 (B) 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) under the 1933 Act for the purpose of providing the information
required by Section 10 (a) of the Securities Act 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

 

(ii) if the Registrant is subject to Rule 430C under the 1933 Act: Each prospectus filed pursuant to Rule 497(b),
(c), (d) or (e) under the 1933 Act as part of a registration statement relating to an offering, other than registration statements
relying on Rule 430B on or after August 1, 2020 or prospectuses filed in reliance on Rule 430A under the 1933 Act, 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; and

 

 

(e) that for the purpose of determining liability of the Registrant under the 1933 Act to any purchaser in
the initial distribution of securities: 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 Registrant will be a seller to the purchaser and will be considered
to offer or sell such securities to the purchaser:

 

(i) any preliminary prospectus or prospectus of the Registrant relating to the offering required to be filed
pursuant to Rule 497 or Rule 424 (on or after August 1, 2020) under the 1933 Act;

 

(ii) on or after August 1, 2020, free writing prospectus relating to the offering prepared by or on behalf
of the undersigned Registrant or used or referred to by the undersigned Registrants;

 

(iii) the portion of any other free writing prospectus (on or after August 1, 2020) or advertisement pursuant
to Rule 482 under the 1933 Act relating to the offering containing material information about the Registrant or its securities provided
by or on behalf of the Registrant; and

 

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

 

(5) Registrant undertakes that:

 

(a) for purposes of determining any liability under the 1933 Act, the information omitted from the form of
prospectus filed as part of the Registration Statement in reliance upon Rule 430A and contained in a form of prospectus filed by
the Registrant pursuant to Rule 497(h) or Rule 424(b)(1) (on or after August 1, 2020) under the 1933 Act, shall
be deemed to be part of this Registration Statement as of the time it was declared effective; and

 

(b) for purposes of determining any liability under the 1933 Act, 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.

 

(6) On or after August 1, 2020, the undersigned Registrant hereby undertakes that, for purposes of determining
any liability under the 1933 Act, 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.

 

(7) Insofar as indemnification for liabilities arising under the 1933 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 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; provided, however, that this paragraph 7 shall only apply on or after August 1, 2020.

 

(8) The Registrant hereby undertakes to send by first class mail or other means designed to ensure equally
prompt delivery, within two but 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 24th day of March, 2021.

 

  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   March 24, 2021
Thomas P. Majewski   (Principal Executive Officer)    
         
/s/ Kenneth P. Onorio   Chief Financial Officer   March 24, 2021
Kenneth P. Onorio   (Principal Financial and Accounting Officer)    
         
*   Chairman of the Board of Directors   March 24, 2021
James R. Matthews        
         
*   Director   March 24, 2021
Scott W. Appleby        
         
*   Director   March 24, 2021
Kevin F. McDonald        
         
*   Director   March 24, 2021
Paul E. Tramontano        
         
*   Director   March 24, 2021
Jeffrey L. Weiss        

 

*By: /s/ Thomas P. Majewski  
  Name: Thomas P. Majewski  
  Title: Attorney-in-fact  

 

Exhibit (e)

 

EAGLE POINT CREDIT COMPANY INC.

 

AMENDED AND RESTATED

DIVIDEND REINVESTMENT PLAN

 

Introduction

 

Under the Amended and Restated Dividend Reinvestment
Plan (the “Plan”) for Eagle Point Credit Company Inc. (the “Corporation”), dividends and/or other
distributions (collectively, “Distributions”) to a holder of the Corporation’s shares of common stock, $0.001
par value per share (each, a “Share” and, collectively, the “Shares”) will automatically be reinvested
in additional Shares. Each registered stockholder may elect to have Distributions made 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”), Distributions on such stockholder’s Shares will be reinvested by American Stock Transfer &
Trust Company, LLC (the “Plan Agent”), 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.astfinancial.com. If received
by the Plan Agent prior to the Distribution record date, such termination or resumption will be effective with respect to any subsequently
declared Distribution. Participants who hold their Shares through a broker or other nominee and who wish to elect to receive any Distributions
in cash must contact their broker or nominee.

 

Plan Details

 

1. The Plan Agent will open an account for each holder of Shares under the Plan in the same name in which
such holder of Shares is registered. Whenever the Corporation declares a Distribution payable in cash, non-participants in the Plan will
receive cash and Participants will receive the equivalent in Shares. The Plan Agent, on the Corporation’s behalf, will primarily
use newly-issued authorized Shares to implement reinvestment of Distributions under the Plan (regardless of whether the outstanding Shares
are trading at a premium or at a discount to net asset value (“NAV”) per Share). However, the Corporation reserves
the right to instruct the Plan Agent to purchase Shares on the open market on the New York Stock Exchange or elsewhere (“Open-Market
Purchases
”) in connection with the reinvestment of Distributions under the Plan to the extent that the Shares are trading at
a discount to NAV per Share.

 

2. The number of Shares to be credited to each Participant’s account pursuant to the Plan will be determined
by dividing the aggregate dollar amount of the Distribution by 95% of the closing market price per Share on the payment date, provided
that if 95% of the closing market price per Share on the payment date is below the Corporation’s last determined NAV per Share,
then the number of Shares to be credited to each Participant’s account pursuant to the Plan will be determined by dividing the aggregate
dollar amount of the Distribution by the lesser of (i) the last determined NAV per Share and (ii) the closing market price per
Share. In the event that the Plan Agent is instructed to implement the reinvestment of Distributions through Open-Market Purchases, any
Shares so purchased shall be allocated to each Participant based upon the average purchase price (excluding any brokerage charges or other
fees) of all Shares purchased with respect to the Distribution. In any case, the Plan Agent (or Plan Agent’s broker) will have until
the last business day before the next date on which the Shares trade on an “ex-dividend” basis or 30 days after the payment
date for such Distribution, whichever is sooner, to invest the Distribution amount in Shares acquired in Open-Market Purchases.
To the extent that the Plan Agent is unable to reinvest the full amount of the Distribution through Open-Market Purchases, the balance
shall be credited to Participants’ accounts in the form of newly-issued Shares, in accordance with the procedures described above.
Open-Market Purchases may be made on any securities exchange where Shares are traded, in the over-the-counter market or in negotiated
transactions, and may be on such terms as to price, delivery and otherwise as the Plan Agent shall determine.

 

 

3. 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 by the Plan Agent on behalf of the Participant in book entry form in the Plan Agent’s name or that of 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 vote proxies for Shares held under the Plan in accordance with the instructions of the
Participants.

 

4. In the case of record stockholders such as banks, brokers or other 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.

 

5. Any Distributions or Shares issued pursuant to a stock split on Shares will be credited to a Participant’s
account. 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.

 

6. The Plan Agent’s fees for the handling of the reinvestment of Distributions will be paid by the
Corporation. However, each Participant will pay a pro rata portion of brokerage fees incurred in connection with Open Market Purchases
(as applicable). The automatic reinvestment of Distributions will not relieve Participants of any Federal, state or local income tax that
may be payable (or required to be withheld) on such Distributions. If a Participant elects by telephone, Internet or written notice
to the Plan Agent to have the Plan Agent sell all or a part of his or her Shares and remit the proceeds to the Participant, the Plan Agent
is authorized to deduct a $15.00 sales fee per trade and a per Share brokerage commission of $0.07 from such proceeds. All per Share fees
include any applicable brokerage commissions the Plan Agent is required to pay.

 

7. If a Participant elects by telephone, Internet or written notice to the Plan Agent to have the Plan
Agent sell all or a part of his or her Shares and remit the proceeds to the Participant, the Plan Agent will process all sale instructions
received no later than five (5) business days after the date on which the order is received. Such sale will be made through the Plan
Agent’s broker on the relevant market and the sale price will not be determined until such time as the broker completes the sale.
To maximize cost savings, the Plan Agent will seek to sell Shares in round lot transactions. For this purpose the Plan Agent may combine
a Participant’s Shares with those of other selling Participants. In this case, the proceeds delivered to each Participant shall
be based on the weighted average sale price obtained by the Plan Agent’s broker (net of all applicable brokerage fees). The Plan
Agent will mail a check to the selling Participant, in an amount equal to the applicable sale proceeds, after deducting applicable brokerage
fees, on the settlement date (which will be two business days after the Shares have been sold). If a Participant chooses to sell Shares
through its broker, the Participant will need to request that the Plan
Agent electronically transfer its Shares to the broker.

 

 

8. Each Participant may terminate (or resume) 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.astfinancial.com. Such termination (or resumption)
will be effective immediately if received by the Plan Agent prior to any Distribution record date; otherwise, such termination (or resumption)
will be effective on the first trading day after the payment date for such Distribution (and thus apply to any subsequent Distributions).
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 indicating the number of whole book-entry
Shares so credited, and a check for the cash adjustment of any fractional Share at the market value per Share as of the close of business
on the day the termination is effective less any applicable fee. Notwithstanding the foregoing, if the terminating Participant so specifies,
the Plan Agent will sell the full and fractional Shares and send the proceeds less a $15.00 sales fee per trade and a per Share brokerage
commission of $0.07 to the terminating Participant.

 

9. 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 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.

 

10. All correspondence from a registered
owner of Shares concerning the Dividend Reinvestment Plan should be directed to the Plan Agent at American Stock Transfer & Trust
Company, LLC, P.O. Box 922, Wall Street Station, New York, New York 10269-0560 (transaction processing) and American Stock Transfer &
Trust Company, LLC, 6201 15
th Avenue, Brooklyn, New
York 11219 (general inquiries); or through the Plan Agent’s website at www.astfinancial.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.

 

Exhibit (h)(9)

 

Execution Version

 

Eagle point
credit COMPANY Inc.

 

$39,000,000
6.75% Notes due 2031

 

UNDERWRITING
AGREEMENT

 

DATED MARCH 18, 2021

 

 

March 18, 2021

 

Ladenburg Thalmann & Co. Inc.

As Representative of the several
Underwriters named in Schedule I attached hereto
c/o Ladenburg Thalmann & Co. Inc.

640 Fifth Avenue, 4th Floor

New York, New York 10019

 

Ladies and Gentlemen:

 

Eagle Point Credit Company Inc.,
a corporation organized under the laws of Delaware (the “Company”), is a non-diversified closed-end management investment
company that has registered as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company
Act
”). Eagle Point Credit Management LLC, a Delaware limited liability company (the “Investment Adviser”),
acts as the Company’s investment adviser. Eagle Point Administration LLC, a Delaware limited liability company (the “Administrator”),
acts as the Company’s administrator.

 

The Company proposes to issue
and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) $39,000,000 aggregate principal
amount of 6.75% Notes due 2031 (the “Firm Notes”). The Company also
proposes to sell to the several Underwriters not more than an additional $5,850,000 aggregate principal amount of Notes (the “Additional
Notes
”) if and to the extent that Ladenburg Thalmann & Co. Inc., as the representative of the Underwriters in the offering
(the “Representative”), shall have determined to exercise, on behalf of the Underwriters, the right to purchase such
Additional Notes granted to the Underwriters in Section 3 hereof. The Firm Notes and the Additional Notes are hereinafter
collectively referred to as the “Notes.”

 

The Company has entered into
(i) an amended and restated investment advisory agreement with the Investment Adviser dated as of May 16, 2017 (the “Investment
Advisory Agreemen
t”), (ii) a custody agreement with Wells Fargo Bank, National Association dated as of July 20, 2016 (the “Custody
Agreement
”) and (iii) an Administration Agreement with the Administrator dated as of June 6, 2014 (the “Administration
Agreement
”). Collectively, the Investment Advisory Agreement, the Custody Agreement and the Administration Agreement are herein
referred to as the “Company Agreements.”

 

The Investment Company Act and
the Securities Act of 1933, as amended (the “Securities Act”), are hereinafter referred to collectively as the “Acts,”
and the rules and regulations of the Securities and Exchange Commission (the “Commission”) under the Acts and under
the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are hereinafter referred to collectively as the
Rules and Regulations.”

 

 

The Notes will be issued under
an indenture, dated as of December 4, 2015, as supplemented by a fourth supplemental indenture, to be dated as of March 25, 2021 (collectively,
the “Indenture”), between the Company and American Stock & Trust Company, LLC, trustee (the “Trustee”).
The Notes will be issued as fully registered securities to Cede & Co. (or such other name as may be requested by an authorized representative
of The Depository Trust Company (“DTC”)), as nominee of DTC, pursuant to a blanket letter of representations, dated
October 7, 2014, between the Company and DTC.

 

The Company has filed with the Commission a registration
statement on Form N-2 (File Nos. 333-237586 and 811-22974), under the Securities Act in respect of shares of its common stock, par
value $0.001 per share (the “Common Stock”), shares of its preferred stock, par value $0.001 per share, its debt securities
and subscription rights. The registration statement as amended, including the exhibits and schedules thereto, at the time it became effective,
including the information, if any, deemed to be part of the registration statement at the time of its effectiveness pursuant to Rule 430C
under the Securities Act, and, when and if applicable, all documents incorporated or deemed to be incorporated therein by reference pursuant
to the final rule and form amendments adopted by the Commission to implement certain provisions of the Economic Growth, Regulatory Relief,
and Consumer Protection Act (“CEF Act”), is hereinafter referred to as the “Registration Statement.”
The prospectus included in the Registration Statement at the time it became effective (including the information, if any, deemed to be
part of the Registration Statement at the time of effectiveness pursuant to Rule 430C under the Securities Act) in the form in which it
was distributed is hereinafter referred to as the “Base Prospectus.” The final prospectus, which includes the final
prospectus supplement dated March 18, 2021 and filed with the Commission pursuant to Rule 424(b)
under the Securities Act, or any other prospectus supplements filed pursuant to Rule 424(b) under the Securities Act and, when and if
applicable, all documents incorporated or deemed to be incorporated therein by reference pursuant to the final rule and form amendments
adopted by the Commission to implement certain provisions of the CEF Act, and to be used to confirm sales is hereinafter referred to,
together with the Base Prospectus, as the
Prospectus.” The preliminary prospectus, which includes the preliminary
prospectus supplement dated March 17, 2021 together with the Base Prospectus, filed with the Commission in accordance with Rule
424(b) under the Securities Act
is hereinafter referred to as the “Preliminary Prospectus.”

 

All references in this Agreement
to the Registration Statement, the Preliminary Prospectus and the Prospectus, or any amendments or supplements to any of the foregoing
shall be deemed to include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval
System (“EDGAR”) system.

 

For purposes of this Agreement,
Omitting Prospectus” means any written advertisement used with the written consent of the Company in the public offering
of the Notes and filed pursuant to Rule 482 under the Securities Act (“Rule 482”).
Time of Sale Prospectus” means, as of the Applicable Time (as defined below), the Preliminary Prospectus, together
with the pricing information set forth on Schedule II hereto (which information the Underwriters have informed the Company is being
conveyed orally by the Underwriters to prospective purchasers at or prior to the Underwriters’ confirmation of sales of the Notes
in the offering). As used herein, the terms “Registration Statement,” “Preliminary Prospectus,”
Time of Sale Prospectus” and “Prospectus” shall include the documents, if any, incorporated by
reference therein.

 

 

Applicable Time
means 4:45 P.M. (New York City time) on March 18, 2021 or such other time as agreed by the Company and the Representative.

 

1.                Representations and Warranties of the Company, the Investment Adviser and the Administrator. The Company, the Investment Adviser
and the Administrator, jointly and severally, represent and warrant to and agree with each of the Underwriters as of the date hereof,
the Applicable Time and the Closing Date (as defined below) (and, if any Additional Notes are purchased, at the Option Closing Date (as
defined below)) as follows:

 

(a)               The Company meets the requirements for use of Form N-2 under the Securities Act and the Rules and Regulations. The Registration
Statement has been filed with, and declared effective by, the Commission; no notice of objection of the Commission to the use of such
Registration Statement, any document filed pursuant to the Exchange Act which will be incorporated by reference, or deemed to be incorporated
by reference pursuant to the Rules and Regulations, any post-effective amendment thereto or the use of the Preliminary Prospectus or the
Prospectus has been received by the Company; no stop order suspending the effectiveness of the Registration Statement is in effect, and
no proceedings for such purpose are pending before or, to the knowledge of the Company, threatened by the Commission. The Preliminary
Prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering were and will be identical in all
material respects to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted
by Regulation S-T. At the time of filing the Registration Statement and any post-effective amendments thereto, and at the date hereof,
the Company was not and is not an “ineligible issuer,” as defined in Rule 405 under
the Securities Act
.

 

(b)               At the respective times the Registration Statement and any post-effective amendment thereto (filed before the Closing Date) became
or becomes effective and at the Closing Date (and, if any Additional Notes are purchased, at the Option Closing Date), the Registration
Statement, the documents incorporated or deemed to be incorporated by reference thereto and any post-effective amendment thereto complied
and will comply in all material respects with the requirements of the Acts and the Rules and Regulations and did not and will not contain
an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements
therein not misleading. Neither the Prospectus nor any amendment or supplement thereto, as of the respective dates thereof and at the
Closing Date (and, if any Additional Notes are purchased, at the Option Closing Date), contained or will contain an untrue statement of
a material fact or omitted or will omit to state a material fact required to be stated therein or necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not misleading. The Time of Sale Prospectus, at the Applicable
Time, did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary
to make the statements therein, in light of the circumstances under which they were made, not misleading. The representations and warranties
in this paragraph do not apply to statements in or omissions from the Registration Statement, the Time of Sale Prospectus or the Prospectus
made solely in reliance upon and in conformity with written information furnished to the Company by the Representative on behalf of any
Underwriter for use in the Registration Statement, the Time of Sale Prospectus or Prospectus.

 

 

(c)               The Company has been duly organized and is validly existing in good standing as a corporation under the laws of the State of Delaware.
The Company has full power and authority to own its property and to conduct its business as described in the Registration Statement, the
Time of Sale Prospectus and the Prospectus and to enter into and perform its obligations under this Agreement and the Indenture, and is
in good standing and is duly qualified to transact business in each jurisdiction in which the conduct of its business or its ownership
or leasing of property requires such qualification, except to the extent that the failure to be so qualified or to be in good standing
would not have a material adverse effect on the condition, financial or otherwise, or on the prospects, earnings, business or operations
of the Company (a “Company Material Adverse Effect”). The Company has no subsidiaries other than Eagle Point Credit
Company Sub (Cayman) Ltd. and Eagle Point Credit Company Sub II (Cayman) Ltd.

 

(d)               The Company is, and at all times through the completion of the transactions contemplated hereby will be, in compliance in all material
respects with the applicable terms and conditions of the Acts and the Rules and Regulations. To the Company’s knowledge, no person
is serving or acting as an officer or director of, or investment adviser to, the Company except in accordance with the provisions of the
Investment Company Act and the Investment Advisers Act of 1940, as amended, including the rules and regulations thereunder (the “Advisers
Act
”). Except as otherwise disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, to the Company’s
knowledge, no director of the Company is an “interested person” of the Company or an “affiliated person” of any
Underwriter (each as defined in the Investment Company Act).

 

(e)               This Agreement has been duly authorized, executed and delivered by the Company. Each Company Agreement complies with all applicable
provisions of the Acts, the Advisers Act and the applicable Rules and Regulations. Assuming the due and valid authorization, execution
and delivery by the other parties thereto, each Company Agreement represents a valid and binding agreement of the Company, enforceable
against the Company in accordance with its terms, except as rights to indemnity and contribution may be limited by federal or state securities
laws or principles of public policy and subject to the qualification that the enforceability of the Company’s obligations thereunder
may be limited by bankruptcy, fraudulent conveyance, insolvency, reorganization, receivership, moratorium, and other laws relating to
or affecting creditors’ rights generally and by general equitable principles (including without limitation the availability of specific
performance or injunctive relief and the application of concepts of materiality, reasonableness, good faith and fair dealing) whether
enforcement is considered in a proceeding in equity or at law; provided that neither the Company nor the Investment Adviser makes
any representation or warranty as to the effect on the representations and warranties expressed herein of (i) the compliance and noncompliance
of any other party (other than the Company) to any of the foregoing Company Agreements with state, federal or other laws or regulations
applicable to it or them or (ii) the legal or regulatory status or nature of the business of such other party.

 

(f)                The Indenture has been duly authorized and, when executed and delivered by the Company and the Trustee, will constitute a valid,
binding and enforceable agreement of the Company, subject, as to enforcement, to applicable bankruptcy, fraudulent conveyance, insolvency,
reorganization, receivership, moratorium, and other laws relating to or affecting creditors’ rights generally and to general equitable
principles (regardless of whether enforcement is considered in a proceeding in equity or at law).

 

 

(g)               The Notes have been duly authorized and, when executed and authenticated in the manner provided for in the Indenture and delivered
against payment therefor as provided herein, will be legal, valid and binding obligations of the Company enforceable in accordance with
their terms, subject, as to enforcement, to applicable bankruptcy, fraudulent conveyance, insolvency, reorganization, receivership, moratorium,
and other laws relating to or affecting creditors’ rights generally and to general equitable principles (regardless of whether enforcement
is considered in a proceeding in equity or at law), and will conform in all material respects to the description thereof under the heading
“Description of Our Debt Securities” contained in the Registration Statement and under the heading “Description of the
Notes” contained in the Time of Sale Prospectus and the Prospectus; the offer and sale of the Notes as contemplated hereby has been
duly approved by all necessary corporate or other action of the Company; and other than as contemplated or as disclosed in the Registration
Statement, the Time of Sale Prospectus and the Prospectus, none of the Company or any of its subsidiaries has issued any debt securities
or entered into any agreement or arrangement relating to the issuance of any debt securities.

 

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

 

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

 

 

(j)                This Agreement, the Certificate of Incorporation, the Bylaws and the Company Agreements conform in all material respects to the
descriptions thereof contained in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus.

 

(k)               This Agreement, the Indenture, the Certificate of Incorporation and the Bylaws comply with all applicable provisions of the Acts,
the Advisers Act and the applicable Rules and Regulations, and all approvals of such documents required under the Investment Company Act
by the Company’s stockholders and, to the extent applicable, Board of Directors have been obtained and are in full force and effect.

 

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

 

(m)              The shares of Common Stock and the shares of 7.75% Series B Term Preferred Stock due 2026, par value $0.001 per share (the “Preferred
Stock
”), outstanding prior to the issuance of the Firm Notes have been duly authorized and are validly issued, fully paid and
non-assessable. None of the outstanding shares of Common Stock, Preferred Stock or any other capital stock of the Company was issued in
violation of the preemptive or other similar rights of any securityholder of the Company. Other than as contemplated in the Registration
Statement, the Time of Sale Prospectus and the Prospectus, no options, warrants or other rights to purchase, agreements or other obligations
to issue, or rights to convert any obligations into or exchange any securities for, shares of capital stock of or ownership interests
in the Company are outstanding.

 

(n)               The Indenture will be duly qualified under the Trust Indenture Act of 1939, as amended.

 

(o)               Each Omitting Prospectus (i) complies in all material respects with the requirements of Rule 482 and (ii) complied and
will comply in all material respects with the Acts, the Rules and Regulations and the rules and regulations of FINRA, as applicable. Except
for the Omitting Prospectuses identified on Schedule III hereto, the Company has not prepared, used or referred to and will not,
without the Underwriters’ prior consent, prepare, use or refer to any Omitting Prospectus.

 

(p)               The questionnaires relating to FINRA Rule 5110 provided to the Underwriters or to counsel for the Underwriters in connection with
letters, filings or other supplemental information provided to FINRA pursuant to FINRA’s conduct rules (Rules 5100, 5110 or 5121)
are, to the Company’s knowledge, true and correct in all material respects.

 

(q)               Since the date of the most recent financial statements included in the Prospectus, there has not occurred any material adverse
change, or any development reasonably likely to involve a prospective material adverse change, in the condition, financial or otherwise,
or in the prospects, earnings, business or operations of the Company, and there have been no transactions entered into by the Company
which are material to the Company, other than those in the ordinary course of its business or as described in the Time of Sale Prospectus.

 

 

(r)             
There are no legal or governmental proceedings pending or, to the knowledge of the Company, threatened to which the Company is
a party or to which any of the properties of the Company is subject (i) other than proceedings accurately described in all material
respects in the Time of Sale Prospectus and the Prospectus and proceedings that would not have a Company Material Adverse Effect, or that
would not have a material adverse effect on the power or ability of the Company to perform its obligations under this Agreement or the
Indenture or to consummate the transactions contemplated by the Time of Sale Prospectus or the Prospectus or (ii) that are required
to be described in the Registration Statement, the Time of Sale Prospectus or the Prospectus and are not so described. Each officer signing
or delivering a certificate pursuant to Section 6(b) hereof may rely upon his or her knowledge as to legal or governmental proceedings
threatened.

 

(s)            
The statements in the Registration Statement and the Time of Sale Prospectus under the headings “Prospectus Supplement Summary—Operating
and Regulatory Structure,” “Prospectus Supplement Summary – Conflicts of Interest,” “The Adviser and the
Administrator—Investment Advisory Agreement,” “The Adviser and the Administrator—The Administrator and the Administration
Agreement,” “Regulation as a Closed-End Management Investment Company,” “U.S. Federal Income Tax Matters,”
“Description of Our Capital Stock,” “Description of Our Debt Securities” and “Description of the Notes”
insofar as such statements summarize legal matters, agreements, documents or proceedings discussed therein, are accurate and fair summaries
in all material respects of such legal matters, agreements, documents or proceedings.

 

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

 

(u)            
Each of the Preliminary Prospectus, the Registration Statement and the Prospectus, as of the respective dates thereof, and the
Time of Sale Prospectus, as of the Applicable Time, complied as to form in all material respects with the Acts and the applicable Rules
and Regulations.

 

(v)            
The financial statements included in the Registration Statement, the Time of Sale Prospectus and the Prospectus, together with
the related notes thereto (collectively, the “Company Financial Statements”), present fairly in all material respects
the financial condition of the Company as of the respective dates indicated, comply as to form in all material respects with the requirements
of Regulation S-X under the Securities Act and have been prepared in conformity with generally accepted accounting principles (“GAAP”).
The supporting schedules to such Company Financial Statements, if any, present fairly in accordance with GAAP the information required
to be stated therein. KPMG LLP (“KPMG”), whose report appears in the Registration Statement, the Time of Sale Prospectus
and the Prospectus and who have certified the audited Company Financial Statements and supporting schedules, if any, included in the Registration
Statement, is an independent registered public accounting firm within the meaning of, and as required by, the Acts and the applicable
Rules and Regulations.

 

(w)           
Except for applicable restrictions, limitations, or regulations under the Investment Company Act and the Code (as defined herein),
there are no material restrictions, limitations or regulations with respect to the ability of the Company to invest its assets as described
in the Registration Statement, the Time of Sale Prospectus and the Prospectus, other than as described therein.

 

(x)            
Neither the Company nor any of its agents or representatives (other than the Underwriters in their capacity as such) has prepared,
made, used, authorized, approved or referred to any written communication that constitutes an offer to sell or solicitation of an offer
to buy the Notes without the prior written consent of the Representative other than (i) the Registration Statement, the Preliminary
Prospectus and the Prospectus, and any amendment or supplement to any of the foregoing, and (ii) the Omitting Prospectuses, if any,
identified on Schedule III hereto. All other promotional material (including “road show slides” or “road show
scripts”), if any, prepared by the Company or the Investment Adviser for use in connection with the offering and sale of the Notes
(“Road Show Material”) is not inconsistent with the Registration Statement, the Preliminary Prospectus or the Prospectus
and, when taken together with the Time of Sale Prospectus, at the Applicable Time, did not contain any untrue statement of a material
fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they
were made, not misleading. All advertisements authorized by the Company in writing for use in the offering of the Notes complied and will
comply in all material respects with the requirements of the Acts, the applicable Rules and Regulations and the rules and regulations
of FINRA and there are no such advertisements other than (i) the Omitting Prospectuses identified in Schedule III hereto and (ii)
any advertisement that complies with Rule 135a under the Securities Act.

 

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

 

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

 

(aa)          
The computer systems, networks, hardware, software, databases, websites and equipment used to process, store, maintain and operate
data, information and functions used in connection with the business of the Company (the “IT Systems”) of the Adviser
and the Administrator, as applicable, are reasonably adequate for, and operate and perform in all material respects as required in connection
with, the operation of the business of the Company as currently conducted, free and clear, to the Company’s knowledge, of all bugs,
errors, defects, Trojan horses, time bombs, malware and other corruptants, except, in each case, as would not reasonably be expected to,
individually or in the aggregate, have a Company Material Adverse Effect. Each of the Company, the Adviser, and the Administrator, as
applicable, has implemented and maintains commercially reasonable controls, policies, procedures, and safeguards to maintain and protect
its material confidential information and the integrity, continuous operation, redundancy and security of all material IT Systems and
data (including all personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”))
used in connection with its businesses, and to the Company’s knowledge there have been no breaches, violations, outages or unauthorized
uses of or accesses to same, except, in each case, as would not reasonably be expected to, individually or in the aggregate, have a Company
Material Adverse Effect. Each of the Company, the Adviser, and the Administrator, as applicable, is presently in material compliance with
all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory
authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the
protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification, except, in each case,
as would not reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect.

 

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

 

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

 

(dd)         
The Company maintains “disclosure controls and procedures” (as such term is defined in Rule 30a-3 under the Investment
Company Act); such disclosure controls and procedures are effective as required by the Investment Company Act and the applicable Rules
and Regulations and the Company is not aware of any material weakness in such controls and procedures.

 

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

 

(ff)           
There are no contracts or documents which are required to be described in the Registration Statement, the Time of Sale Prospectus
or the Prospectus (or the documents incorporated by reference therein) or to be filed as exhibits thereto by the Securities Act or the
Investment Company Act which have not been so described and filed as required.

 

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

 

(hh)         
Neither the Company nor, to the knowledge of the Company, any director, officer, agent, employee or affiliate of the Company, the
Investment Adviser or the Administrator 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 (the “FCPA”),
including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance
of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization
of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any foreign political
party or official thereof or any candidate for foreign political office, in contravention of the FCPA and the Company, the Investment
Adviser and the Administrator, and to the knowledge of the Company, the Investment Adviser or the Administrator, their affiliates have
conducted their businesses in compliance with the FCPA and have instituted and maintain policies and procedures designed to ensure, and
which are reasonably expected to continue to ensure, continued compliance therewith.

 

(ii)            
Neither the Company nor, to the knowledge of the Company, any director, officer, agent, employee or affiliate of the Company, the
Investment Adviser or the Administrator is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control
of the U.S. Treasury Department (“OFAC”) and none of the Company, the Investment Adviser and the Administrator will
directly or indirectly use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary,
joint venture partner or other person or entity, for the purpose of financing the activities of any person or any country or territory
currently subject to any U.S. sanctions administered by OFAC.

 

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

 

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

 

(ll)          
There are no business relationships or related-party transactions involving the Company or any other person required to be described
in the Registration Statement, the Time of Sale Prospectus or the Prospectus which have not been described as required, it being understood
and agreed that the Company, the Investment Adviser and the Administrator make no representation or warranty with respect to such relationships
involving any Underwriter or any affiliate and any other person that have not been disclosed to the Company by the relevant Underwriter
in connection with this offering.

 

(mm)      
The Company has not taken, directly or indirectly, any action which constitutes or is designed to cause or result in, or which
could reasonably be expected to constitute, cause or result in, the stabilization or manipulation of the price of any security to facilitate
the sale or resale of the Notes.

 

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

 

(oo)         
The Company operates in compliance in all material respects with the requirements to be taxed as, and has duly elected to be taxed
as (which election has not been revoked), a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended
(the “Code”). The Company intends to direct the investment of the net proceeds received by it from the sale of the
Notes in the manner specified in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Use
of Proceeds” and in such a manner as to continue to comply with the requirements of Subchapter M of the Code.

 

(pp)         
With respect to each investment held by the Company as of the date hereof, except as otherwise disclosed in the Registration Statement,
the Time of Sale Prospectus and the Prospectus, to the Company’s knowledge, no event of default (or a default which with the giving
of notice or the passage of time would become an event of default) has occurred in respect of such investment, except to the extent that
any such default would not reasonably be expected to result in a Company Material Adverse Effect.

 

Any certificate signed by or
on behalf of the Company and delivered to the Representative or counsel for the Underwriters in connection with the offering of the Notes
shall be deemed to a representation and warranty by the Company as to the matters covered therein to each Underwriter.

 

2.             
Representations and Warranties of the Investment Adviser and the Administrator
. The Investment Adviser and the Administrator
represent and warrant to and agree with each of the Underwriters as of the date hereof as follows:

 

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

 

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

 

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

 

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

 

(e)            
No consent, approval, authorization, order or permit of, license from, or qualification or registration with, any governmental
body, agency or authority, self-regulatory organization or court or other tribunal, whether foreign or domestic, is required to be obtained
by the Investment Adviser and/or the Administrator, as applicable, prior to the Closing Date for the performance by the Investment Adviser
and/or the Administrator, as applicable, of its obligations under this Agreement or any Company Agreement to which it is a party, except
such as have been obtained and as may be required by (i) the Acts, the Advisers Act, the Exchange Act or the applicable Rules and
Regulations, (ii) the rules and regulations of FINRA or of the NYSE, (iii) by the securities or “blue sky” laws
of the various states and foreign jurisdictions in connection with the offer and sale of the Notes or (iv) such as which the failure
to obtain would have neither (i) an Adviser/Administrator Material Adverse Effect nor (ii) a material adverse effect on the
consummation of the transactions contemplated by this Agreement.

 

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

 

(g)            
There are no contracts or documents which are required to be described in the Registration Statement, the Time of Sale Prospectus
or the Prospectus (or the documents incorporated by reference therein) or to be filed as exhibits thereto by the Securities Act or by
the Rules and Regulations which have not been so described and filed as required.

 

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

 

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

 

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

 

(k)            
Each of the Investment Adviser and the Administrator is insured by insurers of recognized financial responsibility against such
losses and risks and in such amounts as are prudent and customary in the businesses in which it is engaged; all policies of insurance
and any fidelity or surety bonds insuring the Investment Adviser or the Administrator or their respective businesses, assets, employees,
officers and directors are in full force and effect; the Investment Adviser and the Administrator are in compliance with the terms of
such policies and instruments in all material respects; there are no claims by the Investment Adviser or the Administrator under any such
policy or instrument as to which any insurance company is denying liability or defending under a reservation of rights clause; none of
the Investment Adviser or the Administrator has any reason to believe that it will not be able to renew its existing insurance coverage
as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at
a cost that would not have an Adviser/Administrator Material Adverse Effect.

 

(l)             
All information furnished by the Investment Adviser or the Administrator for use in the Registration Statement, the Time of Sale
Prospectus and Prospectus, including, without limitation, the description of the Investment Adviser (the “Investment Adviser
Information
” and the “Administrator Information,” respectively) does not, and on the Closing Date will not,
contain any untrue statement of a material fact or omit to state any material fact necessary to make such information not misleading (and
in the case of the Time of Sale Prospectus and the Prospectus, in light of the circumstances under which such information is provided).

 

(m)           
There has not occurred any material adverse change, or any development reasonably likely to involve a prospective material adverse
change, in the condition, financial or otherwise, or in the prospects, earnings, business or operations of the Investment Adviser or the
Administrator from that set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus, and there have been no
transactions entered into by the Investment Adviser other than those in the ordinary course of its business or which would not have a
material adverse effect on either (1) the ability of the Investment Adviser to provide services to the Company pursuant to the Advisory
Agreement or (2) the offering of the Notes, other than as described in the Registration Statement, the Time of Sale Prospectus and the
Prospectus.

 

(n)            
None of the Investment Adviser or the Administrator, nor, to its knowledge, any of its respective affiliates, has taken, directly
or indirectly, any action which constitutes or is designed to cause or result in, or which could reasonably be expected to constitute,
cause or result in, the stabilization or manipulation of the price of any security to facilitate the sale or resale of the Notes.

 

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

 

(p)            
None of the Investment Adviser or the Administrator nor, to its knowledge, any director, officer, agent, employee or affiliate
of the Investment Adviser or the Administrator is aware of or has taken any action, directly or indirectly, that would result in a violation
by such persons of the FCPA, including, without limitation, making use of the mails or any means or instrumentality of interstate commerce
corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise
to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA)
or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA, and the
Company, the Investment Adviser or the Administrator, and, to their respective knowledge, the Investment Adviser and the Administrator,
and each of their affiliates has conducted their businesses in compliance with the FCPA and have instituted and maintain policies and
procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith.

 

(q)            
Each of the Investment Adviser and the Administrator has no subsidiaries.

 

(r)             
None of the Investment Adviser or the Administrator nor, to its knowledge, any director, officer, agent, employee or affiliate
of the Investment Adviser or the Administrator is currently subject to any U.S. sanctions administered by OFAC and the Investment Adviser
and the Administrator will not directly or indirectly use the proceeds of the offering, or lend, contribute or otherwise make available
such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person
currently subject to any U.S. sanctions administered by OFAC.

 

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

 

(t)             
The Administrator maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions
for which it has bookkeeping and record keeping responsibility under the Administration Agreement are recorded as necessary to permit
preparation of the Company’s financial statements in conformity with GAAP and to maintain accountability for the Company’s
assets and (ii) the recorded accountability for such assets is compared with existing assets at reasonable intervals and appropriate
action is taken with respect to any differences.

 

Any certificate signed by or
on behalf of the Investment Adviser or the Administrator and delivered to the Representative or counsel for the Underwriters in connection
with the offering of the Notes shall be deemed to a representation and warranty by the Investment Adviser or the Administrator, as applicable,
as to the matters covered therein to each Underwriter.

 

3.             
Agreements to Sell and Purchase
. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon
the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally
and not jointly, to purchase from the Company the respective principal amount of Firm Notes set forth in Schedule I hereto opposite
its name at the purchase price of 96.875% of the aggregate principal amount of the Firm Notes (the “Purchase Price”).

 

On the basis of the representations
and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the
Additional Notes and the Underwriters shall have the right to purchase, severally and not jointly, the Additional Notes, with the same
terms and CUSIP number as the Firm Notes, at the Purchase Price, plus interest, if any, accrued from the Closing Date to, but excluding,
the applicable Option Closing Date, provided that no such Additional Notes may be issued and sold unless they will be fungible with, and
constitute the same series as, the Firm Notes for U.S. federal income tax purposes. The Representative may exercise this right on behalf
of the Underwriters in whole or from time to time in part by giving written notice to the Company not later than 30 days after the date
of this Agreement. Any exercise notice shall specify the aggregate principal amount of Additional Notes to be purchased by the Underwriters
and the date on which such notes are to be purchased. Each purchase date must be at least one business day after the written notice is
given and may not be earlier than the closing date for the Firm Notes and not later than ten business days after the date of such notice.
Additional Notes may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made
in connection with the offering of the Firm Notes. On each Option Closing Date (as defined below), if any, that Additional Notes are to
be purchased, each Underwriter agrees, severally and not jointly, to purchase the aggregate principal amount of Additional Notes that
bears the same proportion to the total aggregate principal amount of Additional Notes to be purchased on such Option Closing Date as the
number of Firm Notes set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Notes.

 

 

 

The Company hereby agrees that,
without the prior written consent of the Representative on behalf of the Underwriters, it will not, during the period ending 30 days after
the date of the Prospectus, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option
or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly,
any debt securities issued or guaranteed by the Company or securities convertible into or exercisable or exchangeable for debt securities
issued or guaranteed by the Company or (2) enter into any swap or other arrangement that transfers to another, in whole or in part,
any of the economic consequences of ownership of any debt securities issued or guaranteed by the Company whether any such transaction
described in clause (1) or (2) above is to be settled by delivery of debt securities issued or guaranteed by the Company or such other
securities, in cash or otherwise, or (3) file any registration statement with the Commission relating to the offering of any debt
securities issued or guaranteed by the Company or any securities convertible into or exercisable or exchangeable for debt securities issued
or guaranteed by the Company other than a post-effective amendment to the Company’s shelf registration statement on Form N-2 to
update the financial information included therein, to respond to comments from the staff of the Commission and to make other non-material
changes. The agreements contained in this paragraph shall not apply to the Notes to be sold hereunder.

 

4.                Terms of Public Offering. The Company, the Investment Adviser and the Administrator each understands that the Underwriters
propose to make a public offering of their respective portions of the Notes as soon as the Representative deems advisable after this Agreement
has been executed and delivered. The Company, the Investment Adviser and the Administrator each further understands that the Notes are
to be offered to the public initially at 100% of the aggregate principal amount (the “Public Offering Price”).

 

5.                Payment and Delivery. Payment for the Firm Notes shall be made to the Company in Federal or other funds immediately available
to a bank account designated by the Company against delivery of such Firm Notes for the respective accounts of the several Underwriters
at 12:00 P.M. (New York City time), on March 25, 2021, or at such other time on the same or such other date as shall be designated in
writing by the Representative. The time and date of such payment are herein referred to as the “Closing Date.”

 

Payment for any Additional Notes
shall be made to the Company in Federal or other funds immediately available to a bank account designated by the Company against delivery
of such Additional Notes for the respective accounts of the several Underwriters at 12:00 P.M. (New York City time), on the date specified
in the corresponding notice described in Section 3 or at such other time on the same or on such other date as shall be agreed by
the Representative and the Company. The time and date of any such payment for Additional Notes are herein referred to as the “Option
Closing Date
.”

 

 

The Firm Notes and Additional
Notes shall be registered in such names and in such denominations as the Representative shall request in writing not later than one full
business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Notes and Additional Notes
shall be delivered to the Representative through the facilities of DTC on the Closing Date or an Option Closing Date, as the case may
be, for the respective accounts of the several Underwriters.

 

6.                Conditions to the Underwriters’ Obligations. The respective obligations of the Company, the Investment Adviser and the
Administrator, and the several obligations of the Underwriters, hereunder are subject to the condition that at the Closing Date no stop
order suspending the effectiveness of the Registration Statement shall have been issued under the Securities Act and no proceedings with
respect thereto shall have been initiated or, to the Company’s knowledge, threatened by the Commission, and any request on the part
of the Commission for additional information shall have been complied with to the reasonable satisfaction of counsel to the Underwriters.

 

The several obligations of the
Underwriters are subject to the following further conditions:

 

(a)               Subsequent to the execution and delivery of this Agreement and prior to the Closing Date, there shall not have occurred any change,
or any development involving a prospective change, in the condition, financial or otherwise, or in the prospects, earnings, business or
operations of the Company, the Investment Adviser or the Administrator, from that set forth in the Time of Sale Prospectus that, in the
Representative’s reasonable judgment, is material and adverse and that makes it, in the Representative’s reasonable judgment,
impracticable to market the Notes on the terms and in the manner contemplated in the Time of Sale Prospectus.

 

(b)               The Underwriters shall have received on the Closing Date a certificate, dated the Closing Date and signed by an executive officer
of the Company, to the effect that the representations and warranties of the Company contained in this Agreement are true and correct
as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to
be performed or satisfied hereunder on or before the Closing Date. The Underwriters shall also have received on the Closing Date a certificate,
dated the Closing Date and signed by an executive officer of the Investment Adviser, to the effect that the representations and warranties
of the Investment Adviser contained in this Agreement are true and correct as of the Closing Date and that the Investment Adviser has
complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before
the Closing Date. The Underwriters shall also have received on the Closing Date a certificate, dated the Closing Date and signed by an
authorized person of the Administrator, to the effect that the representations and warranties of the Administrator contained in this Agreement
are true and correct as of the Closing Date and that the Administrator has complied with all of the agreements and satisfied all of the
conditions on its part to be performed or satisfied hereunder on or before the Closing Date.

 

 

(c)               The Underwriters shall have received on the Closing Date a certificate, dated the Closing Date and signed by the Chief Financial
Officer of the Company, to the effect that such officer has reviewed (i) the unaudited estimate of the range of the Company’s NAV
per share of common stock as of February 28, 2021 appearing in the Time of Sale Prospectus and the Prospectus, and (ii) the financial
information described in paragraph (h) of this Section 6, and based on such officer’s familiarity with the Company’s
accounting, operations and records systems, such estimates and disclosures were made in good faith and are based on the most recently
available records of the Company, and, with respect to the unaudited estimate of the range of the Company’s NAV per share of common
stock as of February 28, 2021, to the best of such officer’s knowledge represents a reasonable estimate of the range of the Company’s
NAV per share of common stock as of February 28, 2021.

 

(d)               Each of the Investment Adviser, the Administrator and the Company shall have performed all of its respective obligations to be
performed hereunder on or prior to the Closing Date.

 

(e)               The Underwriters shall have received on the Closing Date an opinion and negative assurance letter of Dechert LLP, counsel for the
Company, the Investment Adviser and the Administrator, dated the Closing Date, set forth substantially in the form of Exhibit A
hereto.

 

(f)                The Underwriters shall have received on the Closing Date the favorable opinion of Mayer Brown LLP, counsel for the Underwriters,
dated the Closing Date, and covering such matters as the Underwriters shall reasonably request.

 

(g)               The Underwriters shall have received, on each of the date hereof and the Closing Date, a letter dated the date hereof or the Closing
Date, as the case may be, in form and substance satisfactory to the Underwriters, from KPMG, independent registered public accountants,
containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters
with respect to the financial statements and certain financial information contained in the Registration Statement, the Time of Sale Prospectus
and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off date” not earlier than
the date hereof.

 

(h)               The Underwriters shall have received, on the date hereof, an “agreed-upon procedures letter” dated the date hereof,
in form and substance satisfactory to the Underwriters, from KPMG, containing statements and information of the type ordinarily included
in such letters with respect to certain financial information contained in the Registration Statement, the Time of Sale Prospectus and
the Prospectus.

 

(i)                All filings, applications and proceedings taken by the Company, the Investment Adviser and the Administrator in connection with
the registration of the Notes under the Securities Act and the applicable Rules and Regulations shall be satisfactory in form and substance
to the Representative and counsel for the Underwriters.

 

(j)                No action, suit, proceeding, inquiry or investigation shall have been instituted or threatened by the Commission which would adversely
affect the Company’s standing as a registered investment company under the Investment Company Act or the standing of the Investment
Adviser as a registered investment adviser under the Advisers Act.

 

 

(k)               The Company shall have applied to have the Notes listed for trading on the NYSE.

 

The several obligations of the
Underwriters to purchase Additional Notes hereunder are subject to the delivery to the Representative on the applicable Option Closing
Date of such documents as the Representative may reasonably request with respect to the good standing of the Company, the Investment Adviser
and the Administrator, the due authorization and issuance of the Additional Notes to be sold on such Option Closing Date and other matters
related to the issuance of such Additional Notes, and officers’ certificates to the effect set forth in Sections 6(b) and
6(c), opinions of Dechert LLP and Mayer Brown LLP to the effect set forth in Sections 6(e) and 6(f), respectively,
and comfort letters of KPMG to the effect set forth in Section 6(g), except that such certificates, opinions and letters shall
be dated as of the applicable Option Closing Date and statements and opinions above contemplated to be given as of the Closing Date shall
instead be made and given as of such Option Closing Date.

 

7.                Covenants of the Company, the Investment Adviser and the Administrator. In further consideration of the agreements of the Underwriters
herein contained, the Company covenants and agrees, and the Investment Adviser and the Administrator covenant and agree, with the Underwriters
as follows:

 

(a)               To notify the Underwriters as soon as practicable, and confirm such notice in writing, of the occurrence of any event during the
period mentioned in Section 7(f) below which in the judgment of the Company makes any statement in the Registration Statement,
the Time of Sale Prospectus, any Omitting Prospectus or the Prospectus untrue in any material respect or which requires the making of
any change in or addition to the Registration Statement, the Time of Sale Prospectus, any Omitting Prospectus or the Prospectus in order
to make the statements therein not misleading in any material respect. If at any time the Commission shall issue any order suspending
the effectiveness of the Registration Statement, the Company will use its best efforts to obtain the withdrawal of such order at the earliest
possible moment.

 

(b)               Prior to the termination of the offering of the Notes, to comply with the requirements of Rule 430C and to promptly notify the
Representative, and confirm the notice in writing, (i) when the Registration Statement, any Rule 462(b) Registration Statement or any
post-effective amendment to the Registration Statement shall be declared or become effective, or when the Preliminary Prospectus, the
Prospectus or any Omitting Prospectus or any amendment or supplement to any of the foregoing (including any document pursuant to the Exchange
Act which will be incorporated by reference or deemed to be incorporated by reference) shall have been filed, (ii) of the receipt of any
comments from the Commission relating to the Registration Statement (and shall promptly furnish the Representative with a copy of any
comment letters and any transcript of oral comments, and shall furnish the Representative with copies of any written responses thereto
a reasonable amount of time prior to the proposed filing thereof with the Commission and will not file any such response to which the
Representative or counsel for the Underwriters shall reasonably object), (iii) if the Company becomes the subject of a proceeding under
Section 8A of the Securities Act in connection with the offering of the Notes and (iv) of the issuance by the Commission of any stop order
suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of the Preliminary Prospectus,
the Prospectus or any Omitting Prospectus or any amendment or supplement to any of the foregoing, or any notice from the Commission objecting
to the use of the form of the Registration Statement or any post-effective amendment thereto, or of the suspension of the qualification
of the Notes for offering or sale in any jurisdiction or of the loss or suspension of any purposes.

 

 

(c)               To furnish to the Representative in New York City, without charge, prior to 10:00 A.M. (New York City time) on the business
day next succeeding the date of this Agreement and during the period mentioned in Section 7(f) below, as many copies of the
Preliminary Prospectus, Prospectus and any supplements and amendments thereto or to the Registration Statement as the Representative may
reasonably request.

 

(d)               Prior to the termination of the offering of the Notes, before amending or supplementing the Registration Statement (other than
a post-effective amendment to the Company’s shelf registration statement on Form N-2 to update the financial information included
therein, to respond to comments from the staff of the Commission and to make other non-material changes), the Preliminary Prospectus or
the Prospectus, to furnish to the Representative a copy of each such proposed amendment or supplement and not to file any such proposed
amendment or supplement to which the Representative reasonably objects, and to file with the Commission within the applicable period specified
in Rule 497 or Rule 424, as applicable, under the Securities Act any prospectus required to be filed pursuant thereto.

 

(e)               To furnish to the Representative a copy of each proposed Omitting Prospectus to be prepared by or on behalf of, used by, or referred
to by the Company and not to use or refer to any proposed Omitting Prospectus to which the Representative reasonably objects.

 

(f)                If (i) the Time of Sale Prospectus is being used to solicit offers to buy the Notes at a time when the Prospectus is not yet available
to prospective purchasers and (ii) (A) any event shall occur or condition exist as a result of which it is necessary to amend or supplement
the Time of Sale Prospectus in order to make the statements therein, in the light of the circumstances, not misleading, or (B) any event
shall occur or condition exist as a result of which the Time of Sale Prospectus materially conflicts with the information contained in
the Registration Statement then on file, or (C) in the reasonable opinion of either counsel for the Underwriters or counsel for the Company,
it is necessary to amend or supplement the Time of Sale Prospectus to comply with applicable law, forthwith to prepare, file with the
Commission and furnish, at its own expense, to the Underwriters and to any dealer upon request, either amendments or supplements to the
Time of Sale Prospectus so that the statements in the Time of Sale Prospectus as so amended or supplemented will not, in the light of
the circumstances when delivered to a prospective purchaser, be misleading or so that the Time of Sale Prospectus, as amended or supplemented,
will no longer materially conflict with the Registration Statement, or so that the Time of Sale Prospectus, as amended or supplemented,
will comply with applicable law, as applicable.

 

(g)               The Company will use the net proceeds received by it from the sale of the Notes in the manner specified in the Registration Statement
and the Time of Sale Prospectus.

 

 

(h)               The Company and the Investment Adviser will not take any action designed to cause or result in the manipulation of the price of
any security of the Company to facilitate the sale of Notes in violation of the Acts or the Exchange Act and the applicable Rules and
Regulations, or the securities or “blue sky” laws of the various states and foreign jurisdictions in connection with the offer
and sale of Notes.

 

(i)                If, during such period after the first date of the public offering of the Notes as in the reasonable opinion of either counsel
for the Underwriters or counsel for the Company, the Prospectus is required by law to be delivered in connection with sales by an Underwriter
or dealer, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus in order
to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading, or
if, in the reasonable opinion of either counsel for the Underwriters or counsel for the Company, it is necessary to amend or supplement
the Prospectus to comply with applicable law, forthwith to prepare, file with the Commission and furnish, at its own expense, to the Underwriters
and to the dealers (whose names and addresses the Representative will furnish to the Company) to which Notes may have been sold by the
Representative on behalf of the Underwriters and to any other dealers upon request, either amendments or supplements to the Prospectus
so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances when the Prospectus
is delivered to a purchaser, be misleading or so that the Prospectus, as amended or supplemented, will comply with law, as applicable.

 

(j)                To endeavor to qualify the Notes for offer and sale under the securities or “blue sky” laws of such jurisdictions as
the Underwriters shall reasonably request; provided, however, that the Company shall not be obligated to file any general consent
of service of process or to qualify as a foreign entity or as a dealer in securities in any jurisdiction in which it is not so qualified
or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.

 

(k)               Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, to pay or cause
to be paid all expenses incident to the performance of the obligations of the Company and the Investment Adviser under this Agreement,
including: (i) the fees, disbursements and expenses of the Company’s counsel and the Company’s accountants in connection with
the registration and delivery of the Notes under the Securities Act and all other fees or expenses in connection with the preparation
and filing of the Registration Statement, the Preliminary Prospectus, the Time of Sale Prospectus, the Prospectus, and any Omitting Prospectus
prepared by or on behalf of, used by, or referred to by the Company and amendments and supplements to any of the foregoing, including
all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriters and dealers, in the quantities
hereinabove specified, (ii) all costs and expenses related to the preparation, issuance, execution, authentication and delivery of the
Notes to the Underwriters, (iii) the cost of printing or producing any “blue sky” memorandum in connection with the offer
and sale of the Notes under state securities laws and all expenses in connection with the qualification of the Notes for offer and sale
under state securities laws as provided in Section 7(j) hereof, including filing fees and the reasonable fees and disbursements
of counsel for the Underwriters in connection with such qualification and in connection with the “blue sky” memorandum, (iv)
all filing fees and the reasonable fees and disbursements of counsel to the Underwriters incurred in connection with the review and qualification
of the offering of the Notes by FINRA in an amount not to exceed $5,000, (v) all costs and expenses incident to listing the Notes on the
NYSE, (vi) all costs and expenses of qualifying the Notes for inclusion in the book-entry settlement system of DTC, (vii) the fees and
disbursements of the Trustee, (viii) the fees paid to Egan-Jones Ratings Company in connection with the rating of the Notes, (ix) the
document production charges and expenses associated with printing this Agreement and (x) all other costs and expenses of the Company
incident to the performance of the obligations of the Company hereunder for which provision is not otherwise made in this Section 7(k).
It is understood, however, that except as provided in this Section 7 and in Section 8 entitled “Indemnity and
Contribution,” the Underwriters will pay all of their costs and expenses, including fees and disbursements of their counsel, transfer
taxes payable on resale of any of the Notes by them, the travel and lodging expenses of the Representative in connection with any road
show presentations, and any advertising expenses connected with any offers they may make.

 

 

If this Agreement shall be terminated
by the Underwriters because of any failure or refusal on the part of the Company, the Investment Adviser or the Administrator to comply
with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company, the Investment Adviser or the
Administrator shall be unable to perform its obligations under this Agreement, the Company, the Investment Adviser and the Administrator,
jointly and severally, will reimburse the Underwriters, severally, for all out-of-pocket accountable expenses (including the reasonable
fees and disbursements of their counsel) actually incurred by the Underwriters in connection with this Agreement or the offering contemplated
hereunder.

 

(l)                The Company will comply in all material respects with all applicable securities and other applicable laws, rules and regulations,
including, without limitation, the Sarbanes-Oxley Act, and will use reasonable efforts to cause the Company’s directors and officers,
in their capabilities, as such, to comply with such laws, rules and regulations, including, without limitation, the provisions of Sarbanes-Oxley
Act.

 

(m)              The Company will use reasonable best efforts to comply with the requirements of Subchapter M of the Code to qualify as a regulated
investment company under the Code, with respect to any fiscal year in which the Company is an investment company registered under the
Investment Company Act.

 

(n)               The Company, the Investment Adviser and the Administrator will use their reasonable efforts to perform all of the agreements required
of them by this Agreement and discharge all conditions of theirs to closing as set forth in this Agreement.

 

(o)               Before using, approving or referring to any Road Show Material, the Company will furnish to the Representative and counsel to the
Underwriters a copy of such material for review and will not make, prepare, use authorize, approve or refer to any such material to which
the Representative reasonably objects.

 

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

 

 

(q)               The Company will use its best efforts to effect the listing of the Notes on the NYSE within 30 days of delivery of the Notes pursuant
to this Agreement and to maintain such listing.

 

8.                Indemnity and Contribution.

 

(a)               Each of the Company, the Investment Adviser and the Administrator, jointly and severally, agrees to indemnify and hold harmless
each Underwriter, each person, if any, who controls any Underwriter within the meaning of either Section 15 of the Securities Act
or Section 20 of the Exchange Act, each selling agent of any Underwriter and each director, officer, member, shareholder or affiliate
of any Underwriter within the meaning of Rule 405 under the Securities Act (each, an “Underwriter Indemnified Party”)
from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably
incurred in connection with defending or investigating any such action or claim), caused by, arising out of or based upon any untrue statement
or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, the Preliminary Prospectus,
any Omitting Prospectus, any Road Show Material, the Time of Sale Prospectus, or the Prospectus or any amendment or supplement thereto,
or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement
or omission or alleged untrue statement or omission based upon written information furnished to the Company by the Representative on behalf
of any Underwriter expressly for use therein.

 

(b)               Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless each of the Company, the Investment Adviser
and the Administrator, and each of their respective partners, directors, trustees, managers, members and shareholders (as the case may
be), and each officer of the Company who signs the Registration Statement and each person, if any, who controls the Company, the Investment
Adviser and/or the Administrator within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange
Act (each, a “Company Indemnified Party”) to the same extent as the foregoing indemnity from the Company, the Investment
Adviser and the Administrator to such Underwriter, but only with reference to written information relating to the Underwriters furnished
to the Company by the Representative on behalf of any Underwriter expressly for use in the Registration Statement, as originally filed
with the Commission, or any amendment thereof, the Preliminary Prospectus, any Omitting Prospectus, any Road Show Material or the Time
of Sale Prospectus.

 

 

(c)               In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which
indemnity may be sought pursuant to Section 8(a) or 8(b), such person (the “indemnified party”)
shall promptly notify the person against whom such indemnity may be sought (the “indemnifying party”) in writing and
the indemnifying party, upon request of the indemnified party, shall retain counsel reasonably satisfactory to the indemnified party to
represent the indemnified party and any others the indemnifying party may designate in such proceeding and shall pay the fees and disbursements
reasonably incurred of such counsel related to such proceeding. In any such proceeding, any indemnified party shall have the right to
retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the
indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel, (ii) the use of counsel
chosen by the indemnifying party to represent the indemnified party would present such counsel with an actual conflict of interest, or
(iii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified
party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified
parties which are different from or additional to those available to the indemnifying party. It is understood that the indemnifying party
shall not, in respect of the legal expenses of any indemnified party in connection with any proceeding or related proceedings in the same
jurisdiction, be liable for (i) the fees and expenses reasonably incurred of more than one separate firm (in addition to any local
counsel) for all Underwriter Indemnified Parties, collectively, and (ii) the fees and expenses reasonably incurred of more than one
separate firm (in addition to any local counsel) for all Company Indemnified Parties, collectively. In the case of any such separate firm
for the Underwriter Indemnified Parties, such firm shall be designated in writing by the Representative. In the case of any such separate
firm for the Company Indemnified Parties, such firm shall be designated in writing by the Company. The indemnifying party shall not be
liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there is a final
judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by
reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested
an indemnifying party to reimburse the indemnified party for the reasonable fees and expenses of counsel as contemplated by the second
and third sentences of this Section 8(c), the indemnifying party agrees that it shall be liable for any settlement of any
proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying
party of the aforesaid request, (ii) such indemnifying party shall have received notice of the material terms of such settlement
at least 30 days prior to such settlement being entered into, and (iii) such indemnifying party shall not have reimbursed the indemnified
party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent
of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or
could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional
release of such indemnified party from all liability on claims that are the subject matter of such proceeding and does not include a statement
as to or an admission of fault, culpability or a failure to act by or on behalf of the indemnified party.

 

 

(d)               To the extent the indemnification provided for in Section 8(a) or 8(b) is unavailable to an indemnified party
or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then each indemnifying party under such
paragraph, in lieu of indemnifying such indemnified party thereunder, shall contribute to the amount paid or payable by such indemnified
party as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative
benefits received by the Company, the Investment Adviser and/or the Administrator on the one hand and the Underwriters on the other hand
from the offering of the Notes or (ii) if the allocation provided by clause 8(d)(i) above is not permitted by applicable law,
in such proportion as is appropriate to reflect not only the relative benefits referred to in clause 8(d)(i) above but also the
relative fault of the Company, the Investment Adviser and/or the Administrator on the one hand and of the Underwriters on the other hand
in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant
equitable considerations. The relative benefits received by the Company, the Investment Adviser and/or the Administrator on the one hand
and the Underwriters on the other hand in connection with the offering of the Notes shall be deemed to be in the same respective proportions
as the net proceeds from the offering of the Notes (before deducting expenses) received by the Company and the total underwriting discounts
and commissions received by the Underwriters, in each case as set forth in the table on the cover of the Prospectus, bear to the aggregate
Public Offering Price of the Notes. The relative fault of the Company, the Investment Adviser and/or the Administrator on the one hand
and the Underwriters on the other hand shall be determined by reference to, among other things, whether the untrue or alleged untrue statement
of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company, the Investment
Adviser or the Administrator or by the Underwriters and the parties’ relative intent, knowledge, access to information and opportunity
to correct or prevent such statement or omission. The Underwriters’ respective obligations to contribute pursuant to this Section 8
are several in proportion to the respective principal amount of Notes they have purchased hereunder, and not joint.

 

(e)               The Company, the Investment Adviser, the Administrator and the Underwriters agree that it would not be just or equitable if contribution
pursuant to this Section 8 were determined by pro rata allocation (even if the Underwriters were treated as one entity
for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in Section 8(d).
The amount paid or payable by an indemnified party as a result of the losses, claims, damages and liabilities referred to in Section 8(d)
shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified
party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 8,
no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Notes underwritten
by it and distributed to the public were offered to the public exceeds the amount of any damages that such Underwriter has otherwise been
required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty
of such fraudulent misrepresentation. The remedies provided for in this Section 8 are not exclusive and shall not limit any
rights or remedies which may otherwise be available to any indemnified party at law or in equity.

 

(f)                The indemnity and contribution provisions contained in this Section 8 and the representations, warranties and other
statements of the Company, the Investment Adviser and the Administrator contained in this Agreement shall remain operative and in full
force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of any Underwriter
Indemnified Party or by or on behalf of any Company Indemnified Party and (iii) acceptance of and payment for any of the Notes.

 

(g)               No party shall be entitled to indemnification under this Section 8 if such indemnification of such party would violate
Section 17(i) of the Investment Company Act.

 

 

9.             
Termination
. The Underwriters may terminate this Agreement by notice given by the Representative to the Company, if after the
execution and delivery of this Agreement and prior to the Closing Date (i) trading generally shall have been suspended or materially
limited on, or by, as the case may be, any of the NYSE, the NYSE American, the Nasdaq Stock Market, the Chicago Board of Options Exchange,
the Chicago Mercantile Exchange or the Chicago Board of Trade, (ii) trading of any securities of the Company shall have been suspended
on any exchange or in any over-the-counter market, (iii) a material disruption in securities settlement, payment or clearance services
in the United States shall have occurred, (iv) any moratorium on commercial banking activities shall have been declared by Federal
or New York State authorities, (v) there shall have occurred any outbreak or escalation of hostilities, or any change in financial
markets or any calamity or crisis that, in the Representative’s judgment, is material and adverse and which, singly or together
with any other event specified in this clause (v), makes it, in the Representative’s judgment, impracticable or inadvisable to proceed
with the offer, sale or delivery of the Notes on the terms and in the manner contemplated in the Time of Sale Prospectus or the Prospectus,
or (vi) (x) a downgrading shall have occurred in the rating accorded the Notes by any “nationally recognized statistical rating
organization,” as that term is defined by the Commission for purposes of Section 3(a)(62) of the Exchange Act, and (y) such an organization
shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of the Notes.

 

10.           
Effectiveness; Defaulting Underwriters
. This Agreement shall become effective upon the execution and delivery hereof by the
parties hereto.

 

If, on the Closing Date or an
Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Notes that it has or they
have agreed to purchase hereunder on such date (the “Defaulted Notes”), and the aggregate principal amount of Defaulted
Notes does not exceed one-tenth of the aggregate principal amount of the Notes to be purchased on such date, the other Underwriters shall
be obligated severally to purchase the full amount thereof in the proportions that the principal amount of Firm Notes set forth opposite
their respective names in Schedule I bears to the aggregate principal amount of Firm Notes set forth opposite the names of all
such non-defaulting Underwriters, or in such other proportions as the Representative may specify, to purchase the Notes which such defaulting
Underwriter or Underwriters agreed but failed or refused to purchase on such date. If the Defaulted Notes exceed one-tenth of the aggregate
principal amount of Firm Notes to be purchased on the Closing Date, and arrangements satisfactory to the Representative and the Company
for the purchase of such Firm Notes are not made within 36 hours after such default, this Agreement shall terminate without liability
on the part of any non-defaulting Underwriter. In any such case either the Representative or the Company shall have the right to postpone
the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement,
in the Time of Sale Prospectus, in the Prospectus or in any other documents or arrangements may be affected. If the Defaulted Notes exceed
one-tenth of the aggregate principal amount of Additional Notes to be purchased on an Option Closing Date, the non-defaulting Underwriters
shall have the option to (i) terminate their obligation hereunder to purchase the Additional Notes to be sold on such Option Closing
Date or (ii) purchase not less than the principal amount of Additional Notes that such non-defaulting Underwriters would have been
obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter
from liability in respect of any default of such Underwriter under this Agreement.

 

11.           
Entire Agreement
.

 

(a)            
This Agreement supersedes all prior agreements and understandings (whether written or oral) between and among the Company, the
Investment Adviser, the Administrator and the Underwriters, or any of them, with respect to the subject matter hereof.

 

(b)            
Each of the Company, the Investment Adviser and the Administrator acknowledges that in connection with the offering of the Notes:
(i) each of the Underwriters is acting solely as an underwriter in connection with the sale of the Notes and no fiduciary, advisory
or agency relationship between the Company, the Investment Adviser and the Administrator, on the one hand, and any of the Underwriters,
on the other hand, has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether or not
any of the Underwriters has advised or is advising the Company, the Investment Adviser or the Administrator on other matters, (ii) the
public offering price of the Notes and the price to be paid by the Underwriters for the Notes set forth in this Agreement were established
by the Company, the Investment Adviser and the Administrator following discussions and arm’s-length negotiations with the Representative,
(iii) it is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions
contemplated by this Agreement, (iv) the Underwriters owe the Company, the Investment Adviser and the Administrator only those duties
and obligations set forth in this Agreement and prior written agreements (to the extent not superseded by this Agreement), if any, (v) the
Underwriters may have interests that differ from those of the Company, the Investment Adviser and the Administrator, and (vi) it waives,
to the fullest extent permitted by law, any claims it may have against any of the Underwriters for breach of fiduciary duty or alleged
breach of fiduciary duty and agrees that none of the Underwriters shall have any liability (whether direct or indirect, in contact, tort
or otherwise) to it in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf or in right
of it or the Company, the Investment Adviser or the Administrator or any stockholders, employees or creditors of the Company, the Investment
Adviser or the Administrator.

 

12.           
Counterparts
. This Agreement may be signed in two or more counterparts, each of which shall be an original, with the same effect
as if the signatures thereto and hereto were upon the same instrument.

 

13.           
Applicable Law
. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New
York applicable to contracts made and to be performed within the State of New York, notwithstanding any otherwise applicable conflicts
of law principles.

 

14.           
Headings
. The headings of the sections of this Agreement have been inserted for convenience of reference only and shall not
be deemed a part of this Agreement.

 

15.           
Notices
. All communications hereunder shall be in writing and effective only upon receipt and (i) if to the Underwriters,
shall be sufficient in all respects if delivered, mailed or sent to Ladenburg Thalmann & Co. Inc., 640 Fifth Avenue, 4th Floor, New
York, New York 10019, Attention: Steven Kaplan (facsimile no. (212) 409-2169), with a copy to Mayer Brown LLP, 1221 Avenue of the Americas,
New York, New York 10020, Attention: Anna T. Pinedo (facsimile no. (212) 506-2275) and (ii) if to the Company, the Investment Adviser
or the Administrator, shall be sufficient in all respects if delivered, mailed or sent to the Company, the Investment Adviser or the Administrator,
as applicable, at the offices of the Company at 600 Steamboat Road, Suite 202, Greenwich, Connecticut 06830, Attention: General Counsel
(facsimile no. (203) 340-8543), with a copy to Dechert LLP, One International Place, 40th Floor, 100 Oliver Street, Boston, Massachusetts
02110, Attention: Thomas J. Friedmann (facsimile no. (617) 275-8389).

 

[Signature pages follow]

  Very truly yours,
   
  EAGLE POINT CREDIT COMPANY INC.
   
  By: /s/ Kenneth P. Onorio
    Name: Kenneth P. Onorio
    Title:   Chief Financial Officer
   
  EAGLE POINT CREDIT MANAGEMENT LLC
   
  By: /s/ Kenneth P. Onorio
    Name: Kenneth P. Onorio
    Title:   Chief Financial Officer
   
  EAGLE POINT ADMINISTRATION LLC
   
     
  By: /s/ Kenneth P. Onorio
    Name: Kenneth P. Onorio
    Title:   Chief Financial Officer

 

[Company Signature Page to
Underwriting Agreement]

 

Accepted as of the date hereof  
   
LADENBURG THALMANN & CO. INC.  
   
By:  Ladenburg Thalmann & Co. Inc.  
   
By: /s/ Steve Kaplan  
  Name: Steve Kaplan  
  Title: Head of Capital Markets  

 

[Underwriter Signature Page to
Underwriting Agreement]

 

SCHEDULE I

 

Underwriter   Aggregate Principal Amount of
Firm Notes To Be Purchased
 
Ladenburg Thalmann & Co. Inc.   $ 12,225,000  
B. Riley Securities, Inc.   $ 9,250,000  
Oppenheimer & Co. Inc.   $ 6,500,000  
Incapital LLC   $ 5,800,000  
National Securities Corporation   $ 5,225,000  
Total   $ 39,000,000  

 

SCHEDULE II
PRICING INFORMATION

 

1. Aggregate principal amount of Firm Notes sold: $39,000,000

 

2. The public offering price for the Notes: 100% of the aggregate principal amount

 

3. The purchase price for the Firm Notes to be paid by the Underwriters: 96.875% of the aggregate principal amount

 

4. The interest rate on the Notes: 6.75% per annum

 

5. Stated Maturity: March 31, 2031

 

6. No call period: Closing Date through March 29, 2024

 

7. Rating: BBB+ (Egan-Jones)

 

8. Closing Date: March 25, 2021

 

SCHEDULE III
OMITTING PROSPECTUSES

 

1. 482ad filed pursuant to Rule 497(a) on March 17, 2021 at 4:46 P.M.

 

2. 482ad filed pursuant to Rule 497(a) on March 19, 2021 at 6:00 A.M.

 

EXHIBIT A

 

Form of Opinion of Dechert LLP

 

[Underwriter Signature
Page to Underwriting Agreement]

 



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