1259429--3/15/2010--TICC_Capital

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RISKS RELATING TO OUR BUSINESS AND STRUCTURE Any failure on our part to maintain our status as a business development company would reduce our operating flexibility. We are dependent upon TICC Management 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 existing portfolio and 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 fair 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. We are currently in a period of capital markets disruption and we do not expect these conditions to improve in the near future. The current adverse economic conditions could impair our portfolio companies and harm our operating results. Price declines and illiquidity in the corporate debt markets have adversely affected, and may continue to adversely affect, the fair value of our portfolio investments, reducing our net asset value through increased net unrealized depreciation. 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 may borrow money, which magnifies the potential for gain or loss on amounts invested and may increase the risk of investing in us. Our portfolio is currently, and may continue to be, unlevered. An extended continuation of the disruption in the capital markets and the credit markets could negatively affect our business. 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. If we do not invest a sufficient portion of our assets in qualifying assets, we could fail to qualify as a business development company or be precluded from investing according to our current business strategy. 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, 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 sectors in which we invest experience a market downturn. The sectors in which we invest are subject to many risks, including volatility, intense competition, decreasing life cycles and periodic downturns. Our investments in the 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 TICC Management 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. Our investments in collateralized loan obligation vehicles may be riskier and less transparent than direct investments in portfolio companies. RISKS RELATED TO AN INVESTMENT IN OUR COMMON STOCK Our common stock price may be volatile. Our shares currently trade at a substantial discount from net asset value and may continue to do so over the long term. There is a risk that you may not receive dividends or that our dividends may decline or that our dividends may not grow over time.

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1259429--3/15/2010--TICC_Capital_Corp.