Exhibit 10.11



 







    Exhibit 10.11




     



 


 




    STOCK
    TRANSFER AGENCY AGREEMENT

    between

    TRIANGLE CAPITAL CORPORATION

    and

    THE BANK OF NEW YORK

    Dated as of February 16, 2007

    ACCOUNT NUMBER(S)



 



    

    1








 







    STOCK
    TRANSFER AGENCY AGREEMENT



 



    AGREEMENT, made as of February 16, 2007 by and between
    TRIANGLE CAPITAL CORPORATION, a corporation organized and
    existing under the laws of the State of Maryland (hereinafter
    referred to as the “Customer”), and THE BANK OF NEW
    YORK, a New York trust company (hereinafter referred to as the
    “Bank”).



 




    W I T N E
    S S E T H:



 



    That for and in consideration of the mutual promises hereinafter
    set forth, the parties hereto covenant and agree as follows:



 




    ARTICLE I

    



 




    DEFINITIONS



 



    Whenever used in this Agreement, the following words and phrases
    shall have the following meanings:



 



    1. “Business Day” shall be deemed to be
    each day on which the Bank is open for business.



 



    2. “Certificate” shall mean any notice,
    instruction, or other instrument in writing, authorized or
    required by this Agreement to be given to the Bank by the
    Customer which is signed by any Officer, as hereinafter defined,
    and actually received by the Bank.



 



    3. “Officer” shall be deemed to be the
    Customer’s Chief Executive Officer, President, any Vice
    President, the Secretary, the Treasurer, the Controller, any
    Assistant Treasurer, and any Assistant Secretary duly authorized
    by the Board of Directors of the Customer to execute any
    Certificate, instruction, notice or other instrument on behalf
    of the Customer and named in a Certificate, as such Certificate
    may be amended from time to time.



 



    4. “Shares” shall mean all or any part of
    each class of the shares of capital stock of the Customer which
    from time to time are authorized
    and/or
    issued by the Customer and identified in a Certificate of the
    Secretary of the Customer under corporate seal, as such
    Certificate may be amended from time to time, with respect to
    which the Bank is to act hereunder.



 




    ARTICLE II

    



 




    APPOINTMENT
    OF BANK



 



    1. The Customer hereby constitutes and appoints the Bank as
    its agent to perform the services described herein and as more
    particularly described in Schedule I attached hereto (the
    “Services”), and the Bank hereby accepts appointment
    as such agent and agrees to perform the Services in accordance
    with the terms hereinafter set forth.



 



    2. In connection with such appointment, the Customer shall
    deliver the following documents to the Bank:



 



    (a) A certified copy of the Certificate of Incorporation or
    other document evidencing the Customer’s form of
    organization (the “Charter”) and all amendments
    thereto;



 



    (b) A certified copy of the By-Laws of the Customer;



 



    (c) A certified copy of a resolution of the Board of
    Directors of the Customer appointing the Bank to perform the
    Services and authorizing the execution and delivery of this
    Agreement;



 



    (d) A Certificate signed by the Secretary of the Customer
    specifying: the number of authorized Shares, the number of such
    authorized Shares issued and currently outstanding, and the
    names and specimen signatures of all persons duly authorized by
    the Board of Directors of the Customer to execute any
    Certificate on behalf of the Customer, as such Certificate may
    be amended from time to time;




    

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    (e) A Specimen Share certificate for each class of Shares
    in the form approved by the Board of Directors of the Customer,
    together with a Certificate signed by the Secretary of the
    Customer as to such approval and covenanting to supply a new
    such Certificate and specimen whenever such form shall change;



 



    (f) An opinion of counsel for the Customer, in a form
    satisfactory to the Bank, with respect to the validity of the
    authorized and outstanding Shares, the obtaining of all
    necessary governmental consents, whether such Shares are fully
    paid and non-assessable and the status of such Shares under the
    Securities Act of 1933, as amended, and any other applicable law
    or regulation (i.e., if subject to registration, that
    they have been registered and that the Registration Statement
    has become effective or, if exempt, the specific grounds
    therefor);



 



    (g) A list of the name, address, social security or
    taxpayer identification number of each Shareholder, number of
    Shares owned, certificate numbers, and whether any
    “stops” have been placed; and



 



    (h) An opinion of counsel for the Customer, in a form
    satisfactory to the Bank, with respect to the due authorization
    by the Customer and the validity and effectiveness of the use of
    facsimile signatures by the Bank in connection with the
    countersigning and registering of Share certificates of the
    Customer.



 



    3. The Customer shall furnish the Bank with a sufficient
    supply of blank Share certificates and from time to time will
    renew such supply upon request of the Bank. Such blank Share
    certificates shall be properly signed, by facsimile or
    otherwise, by Officers of the Customer authorized by law or by
    the By-Laws to sign Share certificates, and, if required, shall
    bear the corporate seal or a facsimile thereof.



 



    4. Customer acknowledges that the Bank is subject to the
    customer identification program (“Customer Identification
    Program”) requirements under the USA PATRIOT Act and its
    implementing regulations, and that the Bank must obtain, verify
    and record information that allows the Bank to identify
    Customer. Accordingly, prior to opening an account hereunder the
    Bank may request information (including but not limited to the
    Customer’s name, physical address, tax identification
    number and other information) that will help the Bank to
    identify the organization such as organizational documents,
    certificate of good standing, license to do business, or any
    other information that will allow the Bank to identify Customer.
    Customer agrees that the Bank cannot open an account hereunder
    unless and until the Bank verifies Customer’s identity in
    accordance with its Customer Identification Program.



 




    ARTICLE III

    



 




    AUTHORIZATION
    AND ISSUANCE OF SHARES



 



    1. The Customer shall deliver to the Bank the following
    documents on or before the effective date of any increase,
    decrease or other change in the total number of Shares
    authorized to be issued:



 



    (a) A certified copy of the amendment to the Charter giving
    effect to such increase, decrease or change;



 



    (b) An opinion of counsel for the Customer, in a form
    satisfactory to the Bank, with respect to the validity of the
    Shares, the obtaining of all necessary governmental consents,
    whether such Shares are fully paid and non-assessable and the
    status of such Shares under the Securities Act of 1933, as
    amended, and any other applicable federal law or regulations
    (i.e., if subject to registration, that they have been
    registered and that the Registration Statement has become
    effective or, if exempt, the specific grounds therefor); and



 



    (c) In the case of an increase, if the appointment of the
    Bank was theretofore expressly limited, a certified copy of a
    resolution of the Board of Directors of the Customer increasing
    the authority of the Bank.




    

    3








 






    2. Prior to the issuance of any additional Shares pursuant
    to stock dividends, stock splits or otherwise, and prior to any
    reduction in the number of Shares outstanding, the Customer
    shall deliver the following documents to the Bank:



 



    (a) A certified copy of the resolutions adopted by the
    Board of Directors
    and/or the
    shareholders of the Customer authorizing such issuance of
    additional Shares of the Customer or such reduction, as the case
    may be;



 



    (b) A certified copy of the order or consent of each
    governmental or regulatory authority required by law as a
    prerequisite to the issuance or reduction of such Shares, as the
    case may be, and an opinion of counsel for the Customer that no
    other order or consent is required; and



 



    (c) An opinion of counsel for the Customer, in a form
    satisfactory to the Bank, with respect to the validity of the
    Shares, the obtaining of all necessary governmental consents,
    whether such Shares are fully paid and non-assessable and the
    status of such Shares under the Securities Act of 1933, as
    amended, and any other applicable law or regulation
    (i.e., if subject to registration, that they have been
    registered and that the Registration Statement has become
    effective, or, if exempt, the specific grounds therefor).



 




    ARTICLE IV

    



 




    RECAPITALIZATION
    OR CAPITAL ADJUSTMENT



 



    1. In the case of any negative stock split,
    recapitalization or other capital adjustment requiring a change
    in the form of Share certificates, the Bank will issue Share
    certificates in the new form in exchange for, or upon transfer
    of, outstanding Share certificates in the old form, upon
    receiving:



 



    (a) A Certificate authorizing the issuance of Share
    certificates in the new form;



 



    (b) A certified copy of any amendment to the Charter with
    respect to the change;



 



    (c) Specimen Share certificates for each class of Shares in
    the new form approved by the Board of Directors of the Customer,
    with a Certificate signed by the Secretary of the Customer as to
    such approval;



 



    (d) A certified copy of the order or consent of each
    governmental or regulatory authority required by law as a
    prerequisite to the issuance of the Shares in the new form, and
    an opinion of counsel for the Customer that the order or consent
    of no other governmental or regulatory authority is
    required; and



 



    (e) An opinion of counsel for the Customer, in a form
    satisfactory to the Bank, with respect to the validity of the
    Shares in the new form, the obtaining of all necessary
    governmental consents, whether such Shares are fully paid and
    non-assessable and the status of such Shares under the
    Securities Act of 1933, as amended, and any other applicable law
    or regulation (i.e., if subject to registration, that the
    Shares have been registered and that the Registration Statement
    has become effective or, if exempt, the specific grounds
    therefor).



 



    2. The Customer shall furnish the Bank with a sufficient
    supply of blank Share certificates in the new form, and from
    time to time will replenish such supply upon the request of the
    Bank. Such blank Share certificates shall be properly signed, by
    facsimile or otherwise, by Officers of the Customer authorized
    by law or by the By-Laws to sign Share certificates and, if
    required, shall bear the corporate seal or a facsimile thereof.



 




    ARTICLE V

    



 




    ISSUANCE
    AND TRANSFER OF SHARES



 



    1. The Bank will issue and transfer Shares as follows:



 



    (a) The Bank will issue Share certificates upon receipt of
    a Certificate from an Officer, but shall not be required to
    issue Share certificates after it has received from an
    appropriate federal or state authority written notification that
    the sale of Shares has been suspended or discontinued, and the
    Bank shall be entitled to rely




    

    4








 






    upon such written notification. The Bank shall not be
    responsible for the payment of any original issue or other taxes
    required to be paid by the Customer in connection with the
    issuance of any Shares.



 



    (b) Shares will be transferred upon presentation to the
    Bank of Share certificates in form deemed by the Bank properly
    endorsed for transfer, accompanied by such documents as the Bank
    deems necessary to evidence the authority of the person making
    such transfer, and bearing satisfactory evidence of the payment
    of applicable stock transfer taxes. In the case of small estates
    where no administration is contemplated, the Bank may, when
    furnished with an appropriate surety bond, and without further
    approval of the Customer, transfer Shares registered in the name
    of the decedent where the current market value of the Shares
    being transferred does not exceed such amount as may from time
    to time be prescribed by the various states. The Bank reserves
    the right to refuse to transfer Shares until it is satisfied
    that the endorsements on Share certificates are valid and
    genuine, and for that purpose it may require, unless otherwise
    instructed by an Officer of the Customer, a guaranty of
    signature by an “eligible guarantor institution”
    meeting the requirements of the Bank, which requirements include
    membership or participation in STAMP or such other
    “signature guarantee program” as may be determined by
    the Bank in addition to, or in substitution for, STAMP, all in
    accordance with the Securities Exchange Act of 1934, as amended.
    The Bank also reserves the right to refuse to transfer Shares
    until it is satisfied that the requested transfer is legally
    authorized, and it shall incur no liability for the refusal in
    good faith to make transfers which the Bank, in its judgment,
    deems improper or unauthorized, or until it is satisfied that
    there is no basis to any claims adverse to such transfer. The
    Bank may, in effecting transfers of Shares, rely upon those
    provisions of the Uniform Act for the Simplification of
    Fiduciary Security Transfers or the Uniform Commercial Code, as
    the same may be amended from time to time, applicable to the
    transfer of securities, and the Customer shall indemnify the
    Bank for any act done or omitted by it in good faith in reliance
    upon such laws.



 



    (c) All certificates representing Shares that are subject
    to restrictions on transfer (e.g., securities acquired
    pursuant to an investment representation, securities held by
    controlling persons, securities subject to stockholders’
    agreement, etc.), shall be stamped with a legend describing the
    extent and conditions of the restrictions or referring to the
    source of such restrictions. The Bank assumes no responsibility
    with respect to the transfer of restricted securities where
    counsel for the Customer advises that such transfer may be
    properly effected.



 



    2. The Bank will issue and transfer Shares in book-entry
    form as follows:



 



    (a) Shares may be maintained by the Bank in book-entry form
    known as the “Direct Registration System”
    (“DRS”) through the Profile Modification System
    (“Profile”). DRS is the system administered by DTC
    pursuant to which the Bank may register the ownership of
    uncertificated Shares, which ownership shall be evidenced by
    periodic statements issued by the Bank to the Registered Owners
    entitled thereto. Upon issuance of Shares, the Shares of each
    Registered Owner will be credited to the account of each such
    Registered Owner. The Registered Owner of Shares is referred to
    herein as, or, if there are more than one Registered Owner of
    the same Shares, such Registered Owners are collectively
    referred to herein as, the “Registered Owner”.



 



    (b) Customer understands that Profile is a required feature
    of DRS. Profile allows a DTC participant claiming to act on
    behalf of the Registered Owner of Shares, to direct the Bank to
    register a transfer of such Shares to such DTC participant or
    its nominee without receipt by the Bank of such prior written
    authorization from the Registered Owner to register such
    transfer.



 



    (c) Customer understands the Bank will not verify,
    determine or otherwise ascertain that the DTC participant which
    is claiming to be acting on behalf of a Registered Owner in
    requesting registration of transfer and delivery described in
    subsection (b) has the actual authority to act on behalf of
    the Registered Owner (notwithstanding any requirements under the
    Uniform Commercial Code). For the avoidance of doubt, the
    provisions of Article VIII, Sections 5 and 6 shall
    apply to the matters arising from the use of DRS/Profile System.
    The parties agree that the Bank’s reliance on and
    compliance with instructions received by the Bank through the
    DRS/Profile System in accordance with this Agreement, shall not
    constitute negligence or willful misconduct on the part of the
    Bank.




    

    5








 







    ARTICLE VI

    



 




    DIVIDENDS
    AND DISTRIBUTIONS



 



    1. The Customer shall furnish to the Bank a copy of a
    resolution of its Board of Directors, certified by the Secretary
    or any Assistant Secretary, either (i) setting forth the
    date of the declaration of a dividend or distribution, the date
    of accrual or payment, as the case may be, the record date as of
    which shareholders entitled to payment, or accrual, as the case
    may be, shall be determined, the amount per Share of such
    dividend or distribution, the payment date on which all
    previously accrued and unpaid dividends are to be paid, and the
    total amount, if any, payable to the Bank on such payment date,
    or (ii) authorizing the declaration of dividends and
    distributions on a periodic basis and authorizing the Bank to
    rely on a Certificate setting forth the information described in
    subsection (i) of this paragraph.



 



    2. Prior to the payment date specified in such Certificate
    or resolution, as the case may be, the Customer shall, in the
    case of a cash dividend or distribution, pay to the Bank an
    amount of cash, sufficient for the Bank to make the payment,
    specified in such Certificate or resolution, to the shareholders
    of record as of such payment date. The Bank will, upon receipt
    of any such cash, (i) in the case of shareholders who are
    participants in a dividend reinvestment
    and/or cash
    purchase plan of the Customer, reinvest such cash dividends or
    distributions in accordance with the terms of such plan, and
    (ii) in the case of shareholders who are not participants
    in any such plan, make payment of such cash dividends or
    distributions to the shareholders of record as of the record
    date by mailing a check, payable to the registered shareholder,
    to the address of record or dividend mailing address. The Bank
    shall not be liable for any improper payment made in accordance
    with a Certificate or resolution described in the preceding
    paragraph. If the Bank shall not receive sufficient cash prior
    to the payment date to make payments of any cash dividend or
    distribution pursuant to subsections (i) and
    (ii) above to all shareholders of the Customer as of the
    record date, the Bank shall, upon notifying the Customer,
    withhold payment to all shareholders of the Customer as of the
    record date until sufficient cash is provided to the Bank.



 



    3. It is understood that the Bank shall in no way be
    responsible for the determination of the rate or form of
    dividends or distributions due to the shareholders.



 



    4. It is understood that the Bank shall file such
    appropriate information returns concerning the payment of
    dividends and distributions with the proper federal, state and
    local authorities as are required by law to be filed by the
    Customer but shall in no way be responsible for the collection
    or withholding of taxes due on such dividends or distributions
    due to shareholders, except and only to the extent required of
    it by applicable law.



 




    ARTICLE VII

    



 




    CONCERNING
    THE CUSTOMER



 



    1. The Customer shall promptly deliver to the Bank written
    notice of any change in the Officers authorized to sign Share
    certificates, Certificates, notifications or requests, together
    with a specimen signature of each new Officer. In the event any
    Officer who shall have signed manually or whose facsimile
    signature shall have been affixed to blank Share certificates
    shall die, resign or be removed prior to issuance of such Share
    certificates, the Bank may issue such Share certificates as the
    Share certificates of the Customer notwithstanding such death,
    resignation or removal, and the Customer shall promptly deliver
    to the Bank such approvals, adoptions or ratifications as may be
    required by law.



 



    2. Each copy of the Charter of the Customer and copies of
    all amendments thereto shall be certified by the Secretary of
    State (or other appropriate official) of the state of
    incorporation, and if such Charter
    and/or
    amendments are required by law also to be filed with a county or
    other officer or official body, a certificate of such filing
    shall be filed with a certified copy submitted to the Bank. Each
    copy of the By-Laws and copies of all amendments thereto, and
    copies of resolutions of the Board of Directors of the Customer,
    shall be certified by the Secretary or an Assistant Secretary of
    the Customer under the corporate seal.




    

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    3. Customer hereby represents and warrants:



 



    (a) It is a corporation duly organized and validly existing
    under the laws of the State of Maryland.



 



    (b) This Agreement has been duly authorized, executed and
    delivered on its behalf and constitutes the legal, valid and
    binding obligation of Customer. The execution, delivery and
    performance of this Agreement by Customer do not and will not
    violate any applicable law or regulation and do not require the
    consent of any governmental or other regulatory body except for
    such consents and approvals as have been obtained and are in
    full force and effect.



 




    ARTICLE VIII

    



 




    CONCERNING
    THE BANK



 



    1. The Bank shall not be liable and shall be fully
    protected in acting upon any oral instruction, writing or
    document reasonably believed by it to be genuine and to have
    been given, signed or made by the proper person or persons and
    shall not be held to have any notice of any change of authority
    of any person until receipt of written notice thereof from an
    Officer of the Customer. It shall also be protected in
    processing Share certificates which it reasonably believes to
    bear the proper manual or facsimile signatures of the duly
    authorized Officer or Officers of the Customer and the proper
    countersignature of the Bank.



 



    2. The Bank may establish such additional procedures, rules
    and regulations governing the transfer or registration of Share
    certificates as it may deem advisable and consistent with such
    rules and regulations generally adopted by bank transfer agents.



 



    3. The Bank may keep such records as it deems advisable but
    not inconsistent with resolutions adopted by the Board of
    Directors of the Customer. The Bank may deliver to the Customer
    from time to time at its discretion, for safekeeping or
    disposition by the Customer in accordance with law, such
    records, papers, Share certificates which have been cancelled in
    transfer or exchange and other documents accumulated in the
    execution of its duties hereunder as the Bank may deem
    expedient, other than those which the Bank is itself required to
    maintain pursuant to applicable laws and regulations, and the
    Customer shall assume all responsibility for any failure
    thereafter to produce any record, paper, cancelled Share
    certificate or other document so returned, if and when required.
    The records maintained by the Bank pursuant to this paragraph
    which have not been previously delivered to the Customer
    pursuant to the foregoing provisions of this paragraph shall be
    considered to be the property of the Customer, shall be made
    available upon request for inspection by the Officers, employees
    and auditors of the Customer, and shall be delivered to the
    Customer upon request and in any event upon the date of
    termination of this Agreement, as specified in Article IX
    of this Agreement, in the form and manner kept by the Bank on
    such date of termination or such earlier date as may be
    requested by the Customer.



 



    4. The Bank may employ agents or attorneys-in-fact at the
    expense of the Customer, and shall not be liable for any loss or
    expense arising out of, or in connection with, the actions or
    omissions to act of its agents or attorneys-in-fact, so long as
    the Bank acts in good faith and without negligence or willful
    misconduct in connection with the selection of such agents or
    attorneys-in-fact.



 



    5. The Bank shall only be liable for any loss or damage
    arising out of its own negligence or willful misconduct;
    provided, however, that the Bank shall not be liable for any
    indirect, special, punitive or consequential damages.



 



    6. The Customer shall indemnify and hold harmless the Bank
    from and against any and all claims (whether with or without
    basis in fact or law), costs, demands, expenses and liabilities,
    including reasonable attorney’s fees, which the Bank may
    sustain or incur or which may be asserted against the Bank
    except for any liability which the Bank has assumed pursuant to
    the immediately preceding section. The Bank shall be deemed not
    to have acted with negligence and not to have engaged in willful
    misconduct by reason of or as a result of any action taken or
    omitted to be taken by the Bank without its own negligence or
    willful misconduct in reliance upon (i) any provision of
    this Agreement, (ii) any instrument, order or Share
    certificate reasonably believed by it to be genuine and to be
    signed, countersigned or executed by any duly authorized Officer
    of the




    

    7








 






    Customer, (iii) any Certificate or other instructions of an
    Officer, (iv) any opinion of legal counsel for the Customer
    or the Bank, or (v) any law, act, regulation or any
    interpretation of the same even though such law, act, or
    regulation may thereafter have been altered, changed, amended or
    repealed. Nothing contained herein shall limit or in any way
    impair the right of the Bank to indemnification under any other
    provision of this Agreement.



 



    7. Specifically, but not by way of limitation, the Customer
    shall indemnify and hold harmless the Bank from and against any
    and all claims (whether with or without basis in fact or law),
    costs, demands, expenses and liabilities, including reasonable
    attorney’s fees, of any and every nature which the Bank may
    sustain or incur or which may be asserted against the Bank in
    connection with the genuineness of a Share certificate, the
    Bank’s due authorization by the Customer to issue Shares
    and the form and amount of authorized Shares.



 



    8. The Bank shall not incur any liability hereunder if by
    reason of any act of God or war or other circumstances beyond
    its control, it, or its employees, officers or directors shall
    be prevented, delayed or forbidden from, or be subject to any
    civil or criminal penalty on account of, doing or performing any
    act or thing which by the terms of this Agreement it is provided
    shall be done or performed or by reason of any nonperformance or
    delay, caused as aforesaid, in the performance of any act or
    thing which by the terms of this Agreement it is provided shall
    or may be done or performed.



 



    9. In connection with the provision of services under this
    Agreement, the Customer may direct the Bank to release
    information, including non — public personal
    information (“NPPI”), as defined in Title V of
    the Gramm Leach Bliley Act and the regulations issued
    thereunder, including but not limited to Regulation P of
    the Board of Governors of the Federal Reserve, to agents or
    other third party service providers, including, without
    limitation, broker/dealers, custodians, and depositories. In
    addition to the foregoing, Customer consents to the release of
    information, including NPPI, to one or more providers of
    escheatment services for the purpose of escheatment of unclaimed
    funds in accordance with the laws of the various states. The
    Bank shall not incur any liability for the release of
    information in accordance with the foregoing provisions; and to
    the extent the Bank incurs any liability as a result of such
    release of information, the Customer shall indemnify and hold
    the Bank harmless in accordance with Article VIII,
    Section 6, it being understood that the release of such
    information shall not constitute negligence or willful
    misconduct.



 



    10. At any time the Bank may apply to an Officer of the
    Customer for written instructions with respect to any matter
    arising in connection with the Bank’s duties and
    obligations under this Agreement, and the Bank shall not be
    liable for any action taken or omitted to be taken by the Bank
    in good faith in accordance with such instructions. Such
    application by the Bank for instructions from an Officer of the
    Customer may, at the option of the Bank, set forth in writing
    any action proposed to be taken or omitted to be taken by the
    Bank with respect to its duties or obligations under this
    Agreement and the date on
    and/or after
    which such action shall be taken, and the Bank shall not be
    liable for any action taken or omitted to be taken in accordance
    with a proposal included in any such application on or after the
    date specified therein unless, prior to taking or omitting to
    take any such action, the Bank has received written instructions
    in response to such application specifying the action to be
    taken or omitted. The Bank may consult counsel to the Customer
    or its own counsel, at the expense of the Customer, and shall be
    fully protected with respect to anything done or omitted by it
    in good faith in accordance with the advice or opinion of such
    counsel.



 



    11. When mail is used for delivery of non-negotiable Share
    certificates, the value of which does not exceed the limits of
    the Bank’s Blanket Bond, the Bank shall send such
    non-negotiable Share certificates by first class mail, and such
    deliveries will be covered while in transit by the Bank’s
    Blanket Bond. Non-negotiable Share certificates, the value of
    which exceed the limits of the Bank’s Blanket Bond, will be
    sent by insured registered mail. Negotiable Share certificates
    will be sent by insured registered mail. The Bank shall advise
    the Customer of any Share certificates returned as undeliverable
    after being mailed as herein provided for.



 



    12. The Bank may issue new Share certificates in place of
    Share certificates represented to have been lost, stolen or
    destroyed upon receiving instructions in writing from an Officer
    and indemnity satisfactory to the Bank. Such instructions from
    the Customer shall be in such form as approved by the Board of
    Directors of the Customer in accordance with applicable law or
    the By-Laws of the Customer governing such matters. If




    

    8








 






    the Bank receives written notification from the owner of the
    lost, stolen or destroyed Share certificate within a reasonable
    time after he has notice of it, the Bank shall promptly notify
    the Customer and shall act pursuant to written instructions
    signed by an Officer. If the Customer receives such written
    notification from the owner of the lost, stolen or destroyed
    Share certificate within a reasonable time after he has notice
    of it, the Customer shall promptly notify the Bank and the Bank
    shall act pursuant to written instructions signed by an Officer.
    The Bank shall not be liable for any act done or omitted by it
    pursuant to the written instructions described herein. The Bank
    may issue new Share certificates in exchange for, and upon
    surrender of, mutilated Share certificates.



 



    13. The Bank will issue and mail subscription warrants for
    Shares, Shares representing stock dividends, exchanges or
    splits, or act as conversion agent upon receiving written
    instructions from an Officer and such other documents as the
    Bank may deem necessary.



 



    14. The Bank will supply shareholder lists to the Customer
    from time to time upon receiving a request therefor from an
    Officer of the Customer.



 



    15. In case of any requests or demands for the inspection
    of the shareholder records of the Customer, the Bank will notify
    the Customer and endeavor to secure instructions from an Officer
    as to such inspection. The Bank reserves the right, however, to
    exhibit the shareholder records to any person whenever it is
    advised by its counsel that there is a reasonable likelihood
    that the Bank will be held liable for the failure to exhibit the
    shareholder records to such person.



 



    16. At the request of an Officer, the Bank will address and
    mail such appropriate notices to shareholders as the Customer
    may direct.



 



    17. Notwithstanding any provisions of this Agreement to the
    contrary, the Bank shall be under no duty or obligation to
    inquire into, and shall not be liable for:



 



    (a) The legality of the issue, sale or transfer of any
    Shares, the sufficiency of the amount to be received in
    connection therewith, or the authority of the Customer to
    request such issuance, sale or transfer;



 



    (b) The legality of the purchase of any Shares, the
    sufficiency of the amount to be paid in connection therewith, or
    the authority of the Customer to request such purchase;



 



    (c) The legality of the declaration of any dividend by the
    Customer, or the legality of the issue of any Shares in payment
    of any stock dividend; or



 



    (d) The legality of any recapitalization or readjustment of
    the Shares.



 



    18. The Bank shall be entitled to receive and the Customer
    hereby agrees to pay to the Bank for its performance hereunder
    (i) out-of-pocket expenses (including legal expenses and
    attorney’s fees) incurred in connection with this Agreement
    and its performance hereunder, and (ii) the compensation
    for services as set forth in Schedule I.



 



    19. The Bank shall not be responsible for any money,
    whether or not represented by any check, draft or other
    instrument for the payment of money, received by it on behalf of
    the Customer, until the Bank actually receives and collects such
    funds.



 



    20. The Bank shall have no duties or responsibilities
    whatsoever except such duties and responsibilities as are
    specifically set forth in this Agreement, and no covenant or
    obligation shall be implied against the Bank in connection with
    this Agreement.



 




    ARTICLE IX

    



 




    TERMINATION



 



    Either of the parties hereto may terminate this Agreement by
    giving to the other party a notice in writing specifying the
    date of such termination, which shall be not less than
    60 days after the date of receipt of such




    

    9








 






    notice. In the event such notice is given by the Customer, it
    shall be accompanied by a copy of a resolution of the Board of
    Directors of the Customer, certified by its Secretary, electing
    to terminate this Agreement and designating a successor transfer
    agent or transfer agents. In the event such notice is given by
    the Bank, the Customer shall, on or before the termination date,
    deliver to the Bank a copy of a resolution of its Board of
    Directors certified by its Secretary designating a successor
    transfer agent or transfer agents. In the absence of such
    designation by the Customer, the Bank may designate a successor
    transfer agent. If the Customer fails to designate a successor
    transfer agent and if the Bank is unable to find a successor
    transfer agent, the Customer shall, upon the date specified in
    the notice of termination of this Agreement and delivery of the
    records maintained hereunder, be deemed to be its own transfer
    agent and the Bank shall thereafter be relieved of all duties
    and responsibilities hereunder. Upon termination hereof, the
    Customer shall pay to the Bank such compensation as may be due
    to the Bank as of the date of such termination, and shall
    reimburse the Bank for any disbursements and expenses made or
    incurred by the Bank and payable or reimbursable hereunder.



 




    ARTICLE X

    



 




    MISCELLANEOUS



 



    1. The indemnities contained herein shall be continuing
    obligations of the Customer, its successors and assigns,
    notwithstanding the termination of this Agreement.



 



    2. Any notice or other instrument in writing, authorized or
    required by this Agreement to be given to the Customer shall be
    sufficiently given if addressed to the Customer and mailed or
    delivered to it at 3600 Glenwood Avenue, Suite 104, Raleigh
    NC 27612, or at such other place as the Customer may from time
    to time designate in writing.



 



    3. Any notice or other instrument in writing, authorized or
    required by this Agreement to be given to the Bank shall be
    sufficiently given if addressed to the Bank and mailed or
    delivered to it at its office at 101 Barclay Street (11E), New
    York, New York 10286 or at such other place as the Bank may from
    time to time designate in writing.



 



    4. This Agreement may not be amended or modified in any
    manner except by a written agreement duly authorized and
    executed by both parties. Any duly authorized Officer may amend
    any Certificate naming Officers authorized to execute and
    deliver Certificates, instructions, notices or other
    instruments, and the Secretary or any Assistant Secretary may
    amend any Certificate listing the Shares.



 



    5. This Agreement shall extend to and shall be binding upon
    the parties hereto and their respective successors and assigns;
    provided, however, that this Agreement shall not be assignable
    by either party without the prior written consent of the other
    party, and provided, further, that any reorganization, merger,
    consolidation, or sale of assets, by the Bank shall not be
    deemed to constitute an assignment of this Agreement.



 



    6. This Agreement shall be governed by and construed in
    accordance with the laws of the State of New York. The
    parties agree that, all actions and proceedings arising out of
    this Agreement or any of the transactions contemplated hereby,
    shall be brought in the United States District Court for the
    Southern District of New York or in a New York State Court in
    the County of New York and that, in connection with any such
    action or proceeding, submit to the jurisdiction of, and venue
    in, such court. Each of the parties hereto also irrevocably
    waives all right to trial by jury in any action, proceeding or
    counterclaim arising out of this Agreement or the transactions
    contemplated hereby.



 



    7. This Agreement may be executed in any number of
    counterparts each of which shall be deemed to be an original;
    but such counterparts, together, shall constitute only one
    instrument.



 



    8. The provisions of this Agreement are intended to benefit
    only the Bank and the Customer, and no rights shall be granted
    to any other person by virtue of this Agreement.




    

    10








 






    IN WITNESS WHEREOF, the parties hereto have caused this
    Agreement to be executed by their respective corporate officers,
    thereunto duly authorized and their respective corporate seals
    to be hereunto affixed, as of the day and year first above
    written.



 


	 	 	 
	

    Attest:


	
 
	
    TRIANGLE CAPITAL CORPORATION

	
 
	
 
	
 

	

    /s/  Sheri
    Colquitt



	
 
	
    By: /s/  Garland
    S. Tucker, III


	

    




	
 
	
    


	
 
	
 
	
    Name: Garland S. Tucker, III

	
 
	
 
	
    Title: President and CEO

	
 
	
 
	
 

	

    Attest:


	
 
	
    THE BANK OF NEW YORK

	
 
	
 
	
 

	

    /s/  Doug
    DiToro



	
 
	
    By: /s/  John
    Sivertson


	

    




	
 
	
    


	
 
	
 
	
    Name: John Sivertson

	
 
	
 
	
    Title: Vice President










    

    11








 







    SCHEDULE I




    

    12