TPG Specialty Lending Issues Letter to Independent Directors of TICC Capital, Questions Recent Self-Interested Actions by Conflicted Board Members

TPG Specialty Lending, Inc. ("TSLX"; NYSE:TSLX), a specialty finance company focused on lending to middle-market companies, today sent a letter to Mr. Steven P. Novak, Mr. G. Peter O'Brien and Ms. Tonia L. Pankopf, the independent members of the Board of Directors of TICC Capital Corp. ("TICC"; Nasdaq: TICC), demanding that the independent members of the Board address recent purchases of TICC stock by two non-independent members of the Board. TSLX encourages interested stakeholders to visit the website, www.changeTICCnow.com, to view other materials relating to TSLX's efforts to effect positive change at TICC to maximize stockholder value. A copy of the letter follows: Mr. Steven P. Novak Mr. G. Peter O'Brien Ms. Tonia L. Pankopf TICC Capital Corp. 8 Sound Shore Drive, Suite 255 Greenwich, CT 06830 Mr. Novak, Mr. O'Brien and Ms. Pankopf, We are writing to you, the independent members of the board of directors (the "Board"), as a significant stockholder of TICC Capital Corp. ("TICC" or "the Company"), to demand that you address the self-interested actions recently taken by those members of the Board and management of TICC with a financial interest in the existing manager, Mr. Charles Royce, Mr. Jonathan Cohen and Mr. Saul Rosenthal. Since May 5, we have noted that Messrs. Royce, Cohen and Rosenthal have reported buying 230,800 shares of TICC on the open market, representing 0.4% of the Company's shares outstanding. We find the timing of these incremental purchases to be highly questionable. Despite the shares trading below net asset value ("NAV") for 613 consecutive days as of May 16, 2016, this is the first time in over four years that any of these individuals or members of the board has bought shares on the open market. We believe Messrs. Royce, Cohen and Rosenthal are buying shares at this time in order to build a larger stake prior to establishing the record date for the Company's as yet unscheduled 2016 Annual Meeting. As you know, we previously submitted a proposal for TICC's stockholders to vote at the 2016 Annual Meeting to terminate the Company's Investment Advisory Agreement, dated as of July 1, 2011 (the "Investment Advisory Agreement"), with the existing adviser controlled by Messrs. Royce, Cohen and Rosenthal. Under the Investment Company Act of 1940, as amended, TICC's management or its stockholders can terminate the Investment Advisory Agreement at no cost to TICC's stockholders. The only reasonable conclusion is that Messrs. Royce, Cohen and Rosenthal are acquiring shares out of self-interested motives – to vote against our proposal in an effort to retain the personal benefits to them under the Investment Advisory Agreement: The economic and voting benefit of these share purchases solely rests with Messrs. Cohen, Royce and Rosenthal, which they will no doubt vote without regard to the interests of TICC's other stockholders. These purchases have been undertaken at a time when the Board has failed to set a record date or file a proxy statement for the 2016 Annual Meeting, consistent with the Company's practice of doing so by this time in each of the last 11 years. This means Messrs. Cohen, Royce and Rosenthal will undoubtedly attempt to vote these additional shares at the meeting. These purchases are especially troubling since we have been calling for the Board to approve share buy-backs that would benefit all of TICC's stockholders for quite some time. The Board's failure to approve share buy-backs is even more shocking in light of Mr. Novak's recent share purchases. This means that a majority of the Board believes TICC shares represent a strong investment right now but yet the Board itself has failed to authorize a repurchase program. We remind the Board that buying shares personally is not mutually exclusive with authorizing a repurchase program. Failing to make purchases at the Company level is another example of TICC's appallingly bad corporate governance and another clear prioritization of the external manager fee stream at the expense of stockholder value creation. Simply put, a board authorized stock repurchase program would benefit all TICC stockholders (having delivered an estimated $0.12 of accretion in the first quarter of 2016). We would like you to explain to stockholders why the Board has failed to authorize such repurchases. Is the Board concerned that such repurchases would increase TSLX's holdings in TICC as a percentage of outstanding shares? The simple fact is that direct share purchases by self-interested directors and management team members effectively create votes in favor of the external manager. By failing to implement buy-backs at the Company level, it appears the board is allowing self-interested actions that directly undermine creating stockholder value to protect the external manager fee stream. How else can board members justify buying shares on the open market but not approving a stock repurchase program? It is incumbent on you, the independent members of the Board, to protect stockholders from these self-serving actions and act in the best interest of ALL TICC stockholders. Furthermore, given the past actions of the independent members of the board, the time for you to demonstrate your ability to act independently is now past due. As we stated in our last letter, Mr. Novak has collected over $1.0 million in Board-related compensation through his 12-plus year tenure with the Company. We note that Mr. O'Brien and Ms. Pankopf have also collected significant Board-related compensation over a similar time period. Furthermore, we continue to question Mr. Novak's ability to be viewed as independent. Mr. Novak led the Special Committee during the flawed and failed transaction that attempted to reward the underperforming external manager in 2015. This supposed leadership resulted in a process in which a federal judge found TICC to have misled stockholders and to have likely violated federal securities laws. We applaud Mr. Novak acceding to our demands to finally purchase TICC shares – having not done so since April 2012 – but we remain highly skeptical about his ability to act independently for all TICC stockholders. We believe your reputation and ability to act as an independent director to protect stockholder value will hinge on how you now communicate to TICC stockholders. To address these serious actions we demand the independent members of the board act immediately to take the following steps: 1. Immediately announce a substantial, board authorized stock repurchase program; 2. Immediately seat our nominee, T. Kelley Millet, on the Board and further refresh the Board with a new slate of independent directors, in consultation with us and other stockholders; and 3. Immediately terminate the existing Investment Advisory Agreement. Furthermore, as a corporate governance matter, it is unacceptable that the 2016 Annual Meeting has yet to be scheduled, despite the Company having done so by this date in each of the last 11 years. A record date should be set and the meeting scheduled forthwith. In addition, we believe the Board needs to publicly outline the Company's trading window policies for directors and executive officers in light of the dubious timing of these purchases by Messrs. Royce, Cohen and Rosenthal. TICC stockholders deserve directors who will act clearly and assertively to deliver value. The time for action is now. Very truly yours, TPG SPECIALTY LENDING, INC. By: ___________________________ Joshua E. Easterly Chairman and Co-Chief Executive Officer By: ___________________________ Michael Fishman Co-Chief Executive Officer