FORM OF UNDERWRITING AGREEMENT]Underwriting Agreement • May 7th, 2012 • GSV Capital Corp. • New York
GSV Capital Corp., a corporation incorporated under the laws of the State of Maryland (the “Fund”), is a non-diversified closed-end management investment company that has elected to be treated as a business development company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). The Fund proposes to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) [·] shares of common stock, $0.01 par value per share (the “Firm Shares”). The Fund also proposes to sell to the several Underwriters not more than an additional [·] shares of common stock, $0.01 par value per share (the “Additional Shares”) if and to the extent that [ ], as the representative of the Underwriters named in Schedule I attached hereto (the “Representative”), shall have determined to exercise, on behalf of the Underwriters, the right to purchase such shares granted to the Underwriters in Section 3 hereof. The Firm Shares and the Additional Shares are herein
