1259429--3/14/2006--TECHNOLOGY_INVESTMENT_CAPITAL

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RISKS RELATING TO OUR BUSINESS AND STRUCTURE We have a limited operating history. Any failure on our part to maintain our status as a business development company would reduce our operating flexibility. We are dependent upon TIM s key management personnel for our future success, particularly Jonathan H. Cohen and Saul B. Rosenthal. Our financial condition and results of operations will depend on our ability to manage our future growth effectively. We operate in a highly competitive market for investment opportunities. Our business model depends upon the development and maintenance of strong referral relationships with private equity and venture capital funds and investment banking firms. We may not realize gains from our equity investments. Because our investments are generally not in publicly traded securities, there is uncertainty regarding the value of our investments, which could adversely affect the determination of our net asset value. The lack of liquidity in our investments may adversely affect our business. We may experience fluctuations in our quarterly results. Even in the event the value of your investment declines, the management fee and, in certain circumstances, the incentive fee will still be payable. We borrow money, which would magnify the potential for gain or loss on amounts invested and may increase the risk of investing in us. Regulations governing our operation as a business development company affect our ability to, and the way in which we raise additional capital, which may expose us to risks, including the typical risks associated with leverage. Senior Securities and Other Indebtedness Our Board of Directors is authorized to reclassify any unissued shares of stock into one or more classes of preferred stock, which could convey special rights and privileges to its owners. A change in interest rates may adversely affect our profitability. We will be subject to corporate-level income tax if we are unable to qualify as a RIC. We may have difficulty paying our required distributions if we recognize income before or without receiving cash representing such income. There are significant potential conflicts of interest, which could impact our investment returns. Changes in laws or regulations governing our operations may adversely affect our business. Our ability to invest in private companies may be limited in certain circumstances. Provisions of the Maryland General Corporation Law and of our charter and bylaws could deter takeover attempts and have an adverse impact on the price of our common stock. RISKS RELATED TO OUR INVESTMENTS Our portfolio may be concentrated in a limited number of portfolio companies in the technology-related sector, which will subject us to a risk of significant loss if any of these companies defaults on its obligations under any of its debt securities that we hold or if the technology-related sector experiences a market downturn. The technology-related sector is subject to many risks, including volatility, intense competition, decreasing life cycles and periodic downturns. Our investments in the technology-related companies that we are targeting may be extremely risky and we could lose all or part of our investments. Our failure to make follow-on investments in our portfolio companies could impair the value of our portfolio. Our incentive fee may induce TIM to make speculative investments. Our portfolio companies may incur debt that ranks equally with, or senior to, our investments in such companies. Because we generally do not hold controlling equity interests in our portfolio companies, we may not be in a position to exercise control over our portfolio companies or to prevent decisions by the managements of our portfolio companies that could decrease the value of our investments. RISKS RELATED TO AN INVESTMENT IN OUR COMMON STOCK Our common stock price may be volatile. Our shares may trade at discounts from net asset value or at premiums that are unsustainable over the long term. There is a risk that you may not receive dividends or that our dividends may not grow over time.

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1259429--3/14/2006--TECHNOLOGY_INVESTMENT_CAPITAL_CORP