0001104659-11-018943 Sample Contracts

PROSPECT CAPITAL CORPORATION [ ] Shares of Common Stock FORM OF UNDERWRITING AGREEMENT
Underwriting Agreement • April 6th, 2011 • Prospect Capital Corp • New York

Prospect Capital Corporation, a corporation organized under the laws of Maryland (the “Company”), Prospect Capital Management, LLC, a Delaware limited liability company registered as an investment adviser (the “Adviser”) and Prospect Administration, LLC, a Delaware limited liability company (the “Administrator”) confirm their agreement in the form of this Underwriting Agreement (this “Agreement”) with you as follows:

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