0001287032-17-000108 Sample Contracts

UNDERWRITING AGREEMENT
Underwriting Agreement • April 11th, 2017 • Prospect Capital Corp • New York

Prospect Capital Corporation, a corporation organized under the laws of Maryland (the “Company”), Prospect Capital Management L.P., a Delaware limited partnership 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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PROSPECT CAPITAL CORPORATION, as Issuer, and U.S. BANK NATIONAL ASSOCIATION, as Trustee SUPPLEMENTAL INDENTURE Dated as of April 11, 2017 4.95% CONVERTIBLE NOTES DUE 2022
Supplemental Indenture • April 11th, 2017 • Prospect Capital Corp • New York

For value received ______________ hereby sell(s), assign(s) and transfer(s) unto _____________ (Please insert social security or Taxpayer Identification Number of assignee) the within Note, and hereby irrevocably constitutes and appoints ____________ attorney to transfer the said Note on the books of the Company, with full power of substitution in the premises.

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