TPG Specialty Lending, Inc. Questions Payment to Failed Leadership in Letter to TICC Capital Corp. Stockholders

Dear Fellow TICC Stockholder, Over the next two weeks you will be faced with an important financial decision: either reward a manager that has delivered 12 years of abysmal performance and has underperformed U.S. Treasuries, or choose to STOP a conflicted transaction and give stockholders the opportunity to realize real value. DON'T PAY TICC FOR ITS FAILURES – VOTE THE GOLD PROXY CARD TODAY! – VISIT WWW.CHANGETICCNOW.COM TO LEARN HOW TO VOTE The facts are undeniable: in the hands of TICC Capital Corp.'s ("TICC") manager and its current board of directors, your investment has underperformed EVERY SIGNIFICANT MEASURE – one- and three-year stock price performance, net asset value and performance compared to the BDC Composite1– over the past 12 years. For this complete lack of performance, you have already paid $127 million in fees to TICC's manager over the past 12 years.2 Now TICC's board of directors proposes to award this manager an estimated $60 million more. Why should it be PAID an estimated $60 million to be replaced when they deserve to be replaced at NO COST? TICC has not even disclosed specific details of how the external manager will be paid, leaving stockholders to only wonder if it is higher. TICC's planned transaction with Benefit Street Partners ("BSP") has led to FIVE independent analysts who cover TICC and THREE TICC stockholders to express concerns with the BSP transaction.3 Join the chorus of independent voices and vote to STOP the BSP transaction today on the GOLD proxy card! TSLX IS OFFERING STOCKHOLDERS AN UPFRONT PREMIUM AND THE UPSIDE POTENTIAL OF A PROVEN, SUCCESSFUL PLATFORM TPG Specialty Lending, Inc. ("TSLX") has presented an opportunity for TICC stockholders. Our offer would deliver to stockholders an upfront, immediate premium to the market value of your investment. Our offer would also give you the opportunity to enjoy the value creation potential of an industry-leading platform. Consider what holding TICC shares versus TSLX shares would mean for your investment in terms of absolute total returns. Over the past three years an investment in TSLX has delivered 51.6% total returns. Your investment in TICC has realized NEGATIVE 13.9% total returns over the same period.4 A one year investment in TSLX has delivered 12% total returns while the same investment in TICC has realized NEGATIVE 21.8% total returns.5 YOUR INVESTMENT IS LOSING VALUE! In the words of Mr. Charles Royce, the chairman of TICC, "investors should look for a manager who seeks reasonable returns and uses an approach that stresses absolute, not relative, performance goals."6 Only an examination of total returns truly matters for stockholders. The facts are clear. Under Mr. Royce's leadership, TICC provided stockholders with NEGATIVE TOTAL RETURNS over the past one and three year periods. It is time to END TICC's failed leadership. TICC'S FAILED MANAGEMENT HAS PUT YOUR DIVIDEND IN JEOPARDY – TICC CANNOT AFFORD TO CONTINUE PAYING ITS DIVIDEND, DESPITE THEIR MISLEADING CLAIMS Recently, TICC has attempted to scare you about the dividend being cut through our offer. Once again, TICC's consistent mismanagement has created a negative result for stockholders. An independent Forbes columnist recently stated in a column about TICC - "One thing is clear; investors lured by the promise of high yields should tread carefully. It turns out some companies are reaching into investors' own pockets to make fat dividend payments." 7 FIVE INDEPENDENT ANALYSTS SAY THE TICC DIVIDEND WILL BE CUT NO MATTER WHAT. This is because TICC's FAILED MANAGEMENT has created an unsustainable dividend that "reaches into investors' own pockets." This is not the case with TSLX. Unlike TICC, no independent analyst believes our dividend will be cut. In fact, based on our stated strategy to manage TICC assets, we feel there is an opportunity to grow the dividend over time. The TSLX dividend is always paid from investment returns, not out of investor capital. SHARE BUYBACKS ARE A KEY PART OF OUR STRATEGY AND LONGTIME PROVEN INVESTORS FIRST FOCUS TICC and BSP have belatedly promised to implement a share buyback program. From the day TSLX made its offer to TICC, we have committed to a share buyback program for stockholders based on our stated strategy for TICC's assets. We believe in the value this creates for stockholders DESPITE the reduction in fees it creates for the external manager. This is why we maintain a constant share buyback program in place. IS THE TICC SPECIAL COMMITTEE TRULY INDEPENDENT? Stockholders must ask why TICC's board of directors is rejecting our offer. 1. Certain members of the board of directors of TICC, including Mr. Royce, stand to personally share in the estimated $60 million being paid to the external adviser by BSP.8 The exact payment has never been disclosed, so stockholders are left to wonder if it is higher. 2. The board of directors of TICC formed a special committee consisting of three "independent" directors who TICC insists do not stand to personally gain from the BSP transaction. 3. However, an independent analyst recently noted that one member of this three person special committee is paid $279,000 per year by other businesses related to Mr. Royce.9 If someone was responsible for your being paid $279,000 a year, would it affect how you think about that person's huge payday? HOLD TICC ACCOUNTABLE FOR YEARS OF POOR PERFORMANCE AND VALUE DESTRUCTION The TICC board of directors and the special committee members should be determining how to maximize value to YOU, the stockholder and true owner of TICC. Instead, they are supporting an offer by BSP to pay the existing manager of TICC an estimated $60 million. Who deserves that money? We think it is TICC's stockholders, NOT the manager who created the poor performance. TSLX stands ready to deliver an upfront premium to TICC stockholders, NOT to the underperforming manager. TICC IS ATTEMPTING TO MISCHARACTERIZE OUR INTENTIONS – DON'T BE FOOLED BY TICC'S MISLEADING STATEMENTS In recent weeks, TICC has also made an effort to distract stockholders over management fees. Keeping in mind, despite 12 years of terrible performance by nearly every measure, TICC's Board has approved the payment of $127 million in fees to TICC's underperforming manager.10 We have shown time and again that TSLX is a stockholder-first company. We have demonstrated this consistently over time, through our share buyback program and otherwise. Stockholders should ask how TICC's board is putting its stockholders first. Consider ALL the facts when it comes to external manager fees. Management Fees BSP TSLX Base Management Fee Reduced under pressure to 1.5% from 2% originally Constant 1.5% Incentive Fee 20% (no catch up) 17.5% (catch up) Hurdle Rate 6.65% 6% Note: Data from Wells Fargo Securities, LLC report dated October 8, 2015 Stockholders should keep in mind the words of Mr. Royce, who said "you cannot eat from the table of relative performance…managers should communicate openly, willingly discussing their failures as well as successes with their investors."11 TICC's past 12 years have been a failure for stockholders yet it has refused to disclose how much Mr. Royce and his partners will be paid for this failure. VOTE the GOLD proxy card today and tell TICC's manager you are done with its failure. The time for change is now! Visit www.changeTICCnow.com for more information about TSLX's offer and the deficiencies of the BSP transaction. The choice is yours. Sincerely, Joshua Easterly Chairman, Board of Directors Co-Chief Executive Officer Michael Fishman Co-Chief Executive Officer