0000950133-07-004019 Sample Contracts

2,000,000 Shares Patriot Capital Funding, Inc. Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • September 28th, 2007 • Patriot Capital Funding, Inc. • New York

The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form N-2 (File No. 333-137856), which contains a form of prospectus to be used in connection with the public offering and sale of the Offered Shares. The registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it was declared effective by the Commission under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), including any information contained in a prospectus subsequently filed with the Commission pursuant to Rule 497 under the Securities Act and deemed to be a part of the registration statement at the time of effectiveness pursuant to Rule 430C under the Securities Act, is called the “Registration Statement.” Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act is called

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