NGP CAPITAL RESOURCES COMPANY Common Stock [FORM OF UNDERWRITING AGREEMENT]Investment Advisory Agreement • January 8th, 2008 • NGP Capital Resources CO • New York
NGP Capital Resources Company, a Maryland corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”), an aggregate of [ ] shares of its Common Stock, par value $0.001 per share (the “Common Stock”). The aggregate of such [ ] shares to be purchased from the Company are called the “Firm Shares.” In addition, the Company has agreed to sell to the Underwriters, upon the terms and conditions stated herein, up to an additional [ ] shares of Common Stock (the “Additional Shares”) to cover over-allotments by the Underwriters, if any. The Firm Shares and the Additional Shares are collectively referred to in this agreement (this “Agreement”) as the “Shares.” [ ] is acting as the representative of the several Underwriters and in such capacity is referred to in this Agreement as the “Representative.”
