Exhibit d.13
[FORM OF NOMINEE HOLDER OVER-SUBSCRIPTION EXERCISE FORM]
OXFORD LANE CAPITAL CORP.
NON-TRANSFERABLE RIGHTS OFFERING
NOMINEE HOLDER OVER-SUBSCRIPTION EXERCISE FORM
Please complete all applicable information. This form is to be used only by nominees to exercise the over-subscription privilege (as defined in Oxford Lane Capital Corp.’s (the “Company”) prospectus supplement, dated January 7, 2013, and the accompanying base prospectus contained therein, dated October 10, 2012 (collectively, the “Prospectus”)) for the accounts of persons whose rights have been exercised and delivered in connection with the basic subscription right (as defined in the Prospectus) through the facilities of a common depository. All other exercises of the over-subscription privilege must be effected by the delivery of the subscription rights certificate (as defined in the Prospectus).
The terms and conditions of the rights offering are set forth in the Prospectus and are incorporated herein by reference. Copies of the Prospectus are available upon request from the Information Agent, Georgeson Inc. toll-free at (866) 856-4733.
THIS FORM IS VOID AND WITHOUT EFFECT UNLESS IT IS RECEIVED BY COMPUTERSHARE TRUST COMPANY, N.A. (THE “SUBSCRIPTION AGENT”) BY 5:00 P.M., NEW YORK CITY TIME, ON FEBRUARY 15, 2013 (THE “EXPIRATION DATE”), UNLESS THE EXPIRATION DATE IS EXTENDED BY THE COMPANY AND UNLESS PRECEDED BY A NOTICE OF GUARANTEED DELIVERY.
Please complete all applicable information and return by mail, overnight courier or by hand to:
COMPUTERSHARE TRUST COMPANY, N.A.
c/o Voluntary Corporate Actions
250 Royall Street, Suite V
Canton, MA 02021
Facsimile: (781) 575-4210
Telephone Number for Confirmation and Information: (718) 575-2332
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS, OR OTHER TRANSMISSION OF INSTRUCTIONS VIA TELECOPY FACSIMILE NUMBER, OTHER THAN AS SET FORTH ABOVE, DOES NOT CONSTITUTE VALID DELIVERY.
1. The undersigned hereby certifies to the Company and the Subscription Agent that it is a participant in The Depository Trust Company (“DTC”) and that it has either (i) exercised the Basic Subscription Rights in full and delivered a Subscription Certificate and payment to the Subscription Agent by means of transfer to the DTC account of the Subscription Agent, or (ii) delivered to the Subscription Agent a Notice of Guaranteed Delivery and payment in respect of the exercise of the Basic Subscription Rights and will deliver the Subscription Certificate called for in such Notice of Guaranteed Delivery to the Subscription Agent by means of transfer to such Depository Account of the Subscription Agent.
2. The undersigned hereby exercises the Over-Subscription Privilege to purchase, to the extent available, shares of the Company’s common stock and certifies to the Company and the Subscription Agent that such Over-Subscription Privilege is being exercised for the account or accounts of persons (which may include the undersigned) on whose behalf all Basic Subscription Rights have been exercised.
3. The undersigned understands that payment of the estimated subscription price (as defined in the Prospectus) per share for all shares of common stock subscribed for pursuant to the Over-Subscription Privilege must be received by the Subscription Agent at or before 5:00 P.M., New York City time, on the Expiration Date*, and hereby represents that (check appropriate box):
| ¨ | payment of the estimated subscription price in the aggregate amount of $ is being delivered to the Subscription Agent herewith and is delivered in the manner set forth in the Prospectus, or |
| ¨ | payment of the estimated subscription price in the aggregate amount of $ has been delivered separately to the Subscription Agent and was delivered in the manner set forth in the Prospectus. |
*Unless extended by the Company
| Basic Subscription Confirmation Number |
| Name of DTC Participant |
DTC Participant Number |
PLEASE NOTE: THIS FORM SHALL NOT BE ACCEPTED AS VALID UNLESS THE FOLLOWING INFORMATION IS PROVIDED FOR THE ALLOCATION OF OVER-SUBSCRIPTION SHARES.
The positions below pertain to those persons on whose behalf the Over-Subscription is being exercised:
| Total number of record date shares: | |
| Total number of Basic Subscription Rights exercised: | |
Registration into which Common Shares, and/or refund checks, if any, should be issued: | |
| Name: | |
| Address: | |
| Certified TIN: | |
| By: | |
| Name: | |
| Title: | |
| Contact Name: | |
| Phone Number: | |
| Dated: |
