Exhibit 4.1


 


AMENDED AND RESTATED


 


DISTRIBUTION REINVESTMENT PLAN


 


OF


 


TICC CAPITAL CORP.


 


 


 


TICC Capital Corp., a Maryland corporation
(the “Corporation”), hereby adopts the following plan (the “Plan”) with respect
to net investment income dividends and capital gains distributions declared by its Board of Directors on shares of its Common Stock:


 


1.           Unless a stockholder specifically
elects to receive cash as set forth below, all net investment income dividends and all capital gains distributions hereafter declared
by the Board of Directors shall be payable in shares of the Common Stock of the Corporation, and no action shall be required on
such stockholder’s part to receive a distribution in stock.


 


2.           Such net investment income
dividends and capital gains distributions shall be payable on such date or dates as may be fixed from time to time by the Board
of Directors to stockholders of record at the close of business on the record date(s) established by the Board of Directors for
the net investment income dividend and/or capital gains distribution involved.


 


3.           The Corporation shall use
only newly-issued shares of its Common Stock to implement the Plan, whether its shares are trading at a premium or at a discount
to net asset value. The number of shares to be issued to a stockholder shall be determined by dividing the total dollar amount
of the distribution payable to such stockholder by an amount equal to ninety five (95%) percent of the market price per share of
the Corporation’s Common Stock at the close of regular trading on the Nasdaq Global Select Market on the valuation date fixed
by the Board of Directors for such distribution. Market price per share on that date shall be the closing price for such shares
on the Nasdaq Global Select Market or, if no sale is reported for such day, at the average of their electronically-reported bid
and asked prices.


 


4.           A stockholder may, however,
elect to receive his or its net investment income dividends and capital gains distributions in cash. To exercise this option, such
stockholder shall notify Computershare Trust Company, N.A., the plan administrator and the Corporation’s transfer agent and
registrar (the “Plan Administrator”), in writing so that such notice is received by the Plan Administrator
no later than 10 days prior to the record date fixed by the Board of Directors for the net investment income dividend and/or capital
gains distribution involved.


 



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5.           The Plan Administrator will
set up an account for shares acquired pursuant to the Plan for each stockholder who has not so elected to receive dividends and
distributions in cash (each a “Participant”). The Plan Administrator may hold each Participant’s
shares, together with the shares of other Participants, in non-certificated form in the Plan Administrator’s name or that
of its nominee. Upon request by a Participant, received in writing no later than 10 days prior to the record date, the Plan Administrator
will, instead of crediting shares to and/or carrying shares in a Participant’s account, issue, without charge to the Participant,
a certificate registered in the Participant’s name for the number of whole shares payable to the Participant and a check
for any fractional share.


 


6.           The Plan Administrator will
confirm to each Participant each acquisition made pursuant to the Plan as soon as practicable but not later than 10 business days
after the date thereof. Although each Participant may from time to time have an undivided fractional interest (computed to three
decimal places) in a share of Common Stock of the Corporation, no certificates for a fractional share will be issued. However,
dividends and distributions on fractional shares will be credited to each Participant’s account. In the event of termination
of a Participant’s account under the Plan, the Plan Administrator will adjust for any such undivided fractional interest
in cash at the market value of the Corporation’s shares at the time of termination.


 


7.           The Plan Administrator will
forward to each Participant any Corporation related proxy solicitation materials and each Corporation report or other communication
to stockholders, and will vote any shares held by it under the Plan in accordance with the instructions set forth on proxies returned
by Participants to the Corporation.


 


8.           In the event that the Corporation
makes available to its stockholders rights to purchase additional shares or other securities, the shares held by the Plan Administrator
for each Participant under the Plan will be added to any other shares held by the Participant in certificated form in calculating
the number of rights to be issued to the Participant.


 


9.           The Plan Administrator’s
service fee, if any, and expenses for administering the Plan will be paid for by the Corporation.


 


10.         Each Participant may terminate
his or its account under the Plan by so notifying the Plan Administrator in writing or by telephone. Such termination will be effective
immediately if the Participant’s notice is received by the Plan Administrator not less than 10 days prior to any dividend
or distribution record date; otherwise, such termination will be effective only with respect to any subsequent dividend or distribution.
The Plan may be terminated by the Corporation upon notice in writing mailed to each Participant at least 30 days prior to any record
date for the payment of any dividend or distribution by the Corporation. Upon any termination, the Plan Administrator will cause
a certificate or certificates to be issued for the full shares held for the Participant under the Plan and a cash adjustment for
any fractional share to be delivered to the Participant without charge to the Participant. If a Participant elects by his or its
written or telephonic notice to the Plan Administrator in advance of termination to have the Plan Administrator sell part or all
of his or its shares and remit the proceeds to the Participant, the Plan Administrator is authorized to deduct a $2.50 transaction
fee plus brokerage commission from the proceeds.


 



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11.         These terms and conditions
may be amended or supplemented by the Corporation at any time but, except when necessary or appropriate to comply with applicable
law or the rules or policies of the Securities and Exchange Commission or any other regulatory authority, only by mailing to each
Participant appropriate written notice at least 30 days prior to the effective date thereof. The amendment or supplement shall
be deemed to be accepted by each Participant unless, prior to the effective date thereof, the Plan Administrator receives written
notice of the termination of his or its account under the Plan. Any such amendment may include an appointment by the Plan Administrator
in its place and stead of a successor agent under these terms and conditions, with full power and authority to perform all or any
of the acts to be performed by the Plan Administrator under these terms and conditions. Upon any such appointment of any agent
for the purpose of receiving dividends and distributions, the Corporation will be authorized to pay to such successor agent, for
each Participant’s account, all dividends and distributions payable on shares of the Corporation held in the Participant’s
name or under the Plan for retention or application by such successor agent as provided in these terms and conditions.


 


12.         The Plan Administrator will
at all times act in good faith and use its best efforts within reasonable limits to ensure its full and timely performance of all
services to be performed by it under this Plan and to comply with applicable law, but assumes no responsibility and shall not be
liable for loss or damage due to errors unless such error is caused by the Plan Administrator’s negligence, bad faith, or
willful misconduct or that of its employees or agents.


 


13.         These terms and conditions
shall be governed by the laws of the State of New York.


 


Adopted: May 30, 2012


 



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