Exhibit
10.1


 


SURO CAPITAL
CORP.


 


UP TO $50,000,000
OF COMMON STOCK


(par value $0.01 per share)


 


 


At-the-market
SALES AGREEMENT


 


July 29, 2020


 


BTIG, LLC


600 Montgomery Street, 6th Floor


San Francisco, CA 94111


 


JMP Securities LLC


600 Montgomery Street, 11th Floor


San Francisco, CA 94111


 


Ladenburg Thalmann & Co., Inc.


277 Park Avenue, 26th Floor


New York, NY 10172


 


 


Ladies and Gentlemen:


 


SuRo Capital Corporation,
a Maryland corporation (the “Company”), confirms its agreement (this “Agreement”)
with BTIG, LLC (“BTIG”), JMP Securities LLC (“JMP”) and Ladenburg Thalmann
& Co., Inc. (“Ladenburg” and, together with BTIG and JMP, the “Agents”
and each, an “Agent” and, together with the Company, the “Parties”), as follows:


 


1.                 
Issuance and Sale of Shares. The Company agrees that, from time to time during the
term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell to or through an Agent,
as sales agent and/or principal, up to that number of shares of the Company’s common stock, par value $0.01 per share (the
“Common Stock”), having an aggregate offering price of $50,000,000 (the “Shares”);
provided, however, that in no event shall the Company issue or sell to or through the Agents such number of Shares that
would (a) exceed the number or amount of shares of Common Stock then available for offer and sale under the currently effective
Registration Statement (as defined below) pursuant to which the offering hereunder and under any Terms Agreement (as defined below)
is being made or (b) exceed the number of authorized but unissued shares of the Common Stock (the lesser of (a) and (b), the “Maximum
Amount”). Notwithstanding anything to the contrary contained herein, the Parties acknowledge and agree that compliance
with the limitations set forth in this Section 1 on the Maximum Amount of Shares that may be issued and sold under this
Agreement and any Terms Agreement shall be the sole responsibility of the Company, and that the Agents shall have no obligation
in connection with such compliance. The Company agrees that whenever it determines to sell Shares directly to an Agent, as principal,
it will enter into a separate agreement (each, a “Terms Agreement”) in form and substance as agreed upon
by the Company and the Designated Agent (as hereinafter defined) relating to such sale in accordance with Section 2(b) of
this Agreement (each such transaction being referred to as a “Principal Transaction”). Each transaction
pursuant to this Agreement in which the Company determines to sell Shares through an Agent, as sales agent, is hereinafter referred
to as an “Agency Transaction”. The issuance and sale of Shares to or through the Agents will be effected
pursuant to the Registration Statement (as defined below) filed by the Company and which was declared effective under the Securities
Act (as defined below) by the U.S. Securities and Exchange Commission (the “Commission”) on July 27,
2020. 


 






     

     


    

 


The Company has prepared
and filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations promulgated
thereunder (collectively, the “Securities Act”), with the Commission, not earlier than three years prior
to the date hereof, a shelf registration statement on Form N-2 (File No. 333-239681), including a base prospectus, with respect
to offerings of certain securities of the Company, including the Shares, and which includes all documents incorporated or deemed
to be incorporated therein by reference that the Company has filed or will file in accordance with the provisions of the Securities
Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the “Exchange
Act”), pursuant to the Small Business Credit Availability Act (the “SBCAA”) or the rules of the
Commission promulgated thereunder or otherwise. The Company has prepared a prospectus supplement to the base prospectus included
as part of such registration statement at the time it became effective specifically relating to the offering of the Shares pursuant
to this Agreement (the “Prospectus Supplement”). The Company will furnish to the Agents, for use by the
Agents, copies of the base prospectus included as part of such registration statement at the time it became effective, as supplemented
by the Prospectus Supplement. Except where the context otherwise requires, such registration statement, when it became effective
upon filing with the Commission, including the information, if any, deemed pursuant to Rule 430B or 430C under the Securities Act,
as applicable, to be part of the registration statement at the time of its effectiveness and all documents filed as part thereof
or incorporated or deemed to be incorporated by reference therein, and including any information contained in the Prospectus (as
defined below) subsequently filed with the Commission pursuant to Rule 497 or Rule 424(b) under the Securities Act, as applicable,
collectively, are herein called the “Registration Statement,” and the base prospectus included in the
Registration Statement at the time it became effective, including all documents incorporated therein by reference to the extent
such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule
430B(g) of the Securities Act), as it may be supplemented by the Prospectus Supplement, in the form filed by the Company with the
Commission pursuant to Rule 497 or Rule 424(b) under the Securities Act, as applicable, together with any “issuer free writing
prospectus”, as defined in Rule 433 under the Securities Act (“Rule 433”), or any “advertisement”
as defined in Rule 482 under the Securities Act, relating to the Shares that (i) is required to be filed with the Commission
by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case, in the form filed or required to be filed
with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g),
is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus
or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein,
and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to
the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any
document with the Commission deemed to be incorporated by reference therein (such documents incorporated or deemed to be incorporated
by reference are herein called the “Incorporated Documents”). For purposes of this Agreement, all references
to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed
with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval system, or if applicable, the Interactive
Data Electronic Applications system when used by the Commission (collectively, “EDGAR”).


 






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2.                 
Placements; Principal Transactions. 


 


(a)              
Each time that the Company wishes to issue and sell Shares hereunder in an Agency Transaction (each, a “Placement”),
it will notify an Agent (the “Designated Agent”) by email notice (or other method mutually agreed to
in writing by the Parties) of the amount of Shares requested to be sold or the gross proceeds to be raised in a given time period,
the time period during which sales are requested to be made, any limitation on the amount of Shares that may be sold in any single
day, any minimum price below which sales may not be made or any minimum price requested for sales in a given time period and any
other instructions relevant to such requested sales (a “Placement Notice”), the form of which is attached
hereto as Schedule 1. A Placement Notice shall originate from any of the individual representatives of the Company
set forth on Schedule 3, and shall be addressed to each of the individual representatives of the Designated Agent
set forth on Schedule 3, as such Schedule 3 may be amended from time to time. Provided the Company
is otherwise in compliance with the terms of this Agreement, the Placement Notice shall be effective unless and until (i) the Designated
Agent, in accordance with the notice requirements set forth in Section 4, declines to accept the terms contained therein
for any reason, in its sole discretion (which shall not be deemed a breach of the Agent’s agreement herein), (ii) the entire
amount of the Shares thereunder have been sold or the aggregate Shares sold under this Agreement and all Terms Agreements equals
the Maximum Amount, whichever occurs first, (iii) the Company, in accordance with the notice requirements set forth in Section
4, suspends or terminates the Placement Notice or sales thereunder, (iv) the Designated Agent, in accordance with the notice
requirements set forth in Section 4, suspends sales under the Placement Notice, (v) the Company issues a subsequent Placement
Notice with parameters superseding those on the earlier dated Placement Notice or (vi) this Agreement has been terminated under
the provisions of Section 12. The amount of any commission to be paid by the Company to the Agents in connection with the
sale of the Shares effected through the Designated Agent, as agent, in an Agency Transaction shall be calculated in accordance
with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Company nor the
Agents will have any obligation whatsoever with respect to a Placement or any Shares unless and until the Company delivers a Placement
Notice to the Designated Agent and the Designated Agent does not decline such Placement Notice pursuant to the terms set forth
above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement
and the terms of a Placement Notice, the terms of the Placement Notice will control.


 


(b)              
If the Company wishes to issue and sell Shares hereunder in a Principal Transaction, it will notify the Designated Agent
by email notice (or other method mutually agreed to in writing by the Parties) of the proposed terms of the Principal Transaction.
If the Designated Agent, acting as principal, wishes to accept such proposed terms (which it may decline to do for any reason in
its sole discretion) or, following discussions with the Company, wishes to accept amended terms, the Company and the Designated
Agent shall enter into a Terms Agreement setting forth the terms of such Principal Transaction. Neither the Company nor the Designated
Agent shall have any obligation to enter into a Principal Transaction. The terms set forth in a Terms Agreement shall not be binding
on the Company or the Designated Agents, unless and until the Company and the Designated Agent have each executed such Terms Agreement
accepting all of the terms of such Terms Agreement. Any such Terms Agreement shall specify the number or amount of Shares to be
sold by the Company to and purchased by the Designated Agent pursuant thereto, the per share purchase price to be paid to the Company
for such Shares (specifying and giving effect to all market price discounts applicable to such Principal Transaction), all other
compensation and/or other fees or expenses payable by the Company to or for the benefit of the Agents in connection with such Principal
Transaction, the Net Proceeds (as defined below) payable to the Company, the time, date and place of delivery of and payment for
such Shares (to the extent the settlement terms for sales of such Shares are intended to differ from those set forth in Section
5 hereof), and the other terms upon which such sale is to occur. A Terms Agreement may also specify certain provisions relating
to the reoffering of such Shares by the Designated Agents. Each of the Parties acknowledges and agrees that such Principal Transaction
shall be based on compensation that is mutually agreeable to both the Company and the Designated Agent. In the event of a conflict
between the terms of this Agreement and the terms of a Terms Agreement, the terms of the Terms Agreement will control. The commitment
of the Designated Agent to purchase the Shares as principal pursuant to any Terms Agreement shall be deemed to have been made on
the basis of the representations, warranties and agreements of the Company contained in this Agreement and shall be subject to
the terms and conditions herein set forth. Each of the Parties acknowledges and agrees that, notwithstanding anything to the contrary
contained in this Agreement or any Terms Agreement, the Agents may engage in sales and other transactions in respect of a number
of shares of Common Stock equal to the number of Shares deliverable to the Designated Agents pursuant to a Terms Agreement,
whether or not the Designated Agent has taken possession of such Shares at the time of such sales or other transactions, and nothing
contained in this Agreement or any Terms Agreement shall limit or be deemed to limit Agents’ ability to engage in such sales
or other transactions.


 






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3.                 
Sale of Shares by the Agents. On the basis of the representations and warranties herein
contained and subject to the terms and conditions herein set forth, upon the Company’s issuance of a Placement Notice in
an Agency Transaction, and unless the sale of the Shares described therein has been declined, suspended or otherwise terminated
in accordance with the terms of this Agreement, the Designated Agent, as sales agent for the Company, will use its commercially
reasonable efforts, consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations
and the rules of The NASDAQ Capital Market (the “Exchange”), for the period specified in the Placement
Notice to sell such Shares up to the amount specified by the Company in, and otherwise in accordance with the terms of, such Placement
Notice. If acting as sales agent in an Agency Transaction, the Designated Agent will provide written confirmation to the Company
no later than the opening of the Trading Day (as defined below) that follows the Trading Day on which it has made sales of Shares
hereunder, setting forth the number of Shares sold on such day, the compensation payable by the Company to the Designated Agent
with respect to such sales pursuant to Section 2 (it being hereby acknowledged and agreed that such compensation shall not
apply when the Designated Agent acts as principal, in which case such compensation, discounts or other fees shall be set forth
in the applicable Terms Agreement), and the Net Proceeds (as defined below) payable to the Company, with an itemization of the
deductions made by the Designated Agent (as set forth in Section 5(a)) from the gross proceeds for the Shares that it receives
from such sales. The Designated Agent may sell Shares, as sales agent in an Agency Transaction, by any method permitted by law
deemed to be an “at-the-market” offering as defined in Rule 415 under the Securities Act, including, without limitation,
sales made directly on the Exchange, on any other existing trading market for the Common Stock or to or through a market maker
or through an electronic communications network. After consultation with the Company and subject to the terms of a Placement Notice,
and upon the written consent of the Company, the Designated Agent may also sell Shares, as sales agent in an Agency Transaction,
in privately negotiated transactions. During the term of this Agreement and notwithstanding anything to the contrary herein, the
Designated Agent agrees that in no event will it or any of the Agent Affiliates (as defined in 5(b)) engage in any market making,
bidding, stabilization or other trading activity with regard to the Common Stock if such activity would be prohibited under Regulation
M or other anti-manipulation rules under the Exchange Act. The Company acknowledges and agrees that (i) there can be no assurance
that the Designated Agent will be successful in selling Shares in any Agency Transaction hereunder, (ii) the Agents will incur
no liability or obligation to the Company or any other person or entity if the Designated Agent does not sell Shares in any Agency
Transaction for any reason other than a failure by the Designated Agent to use its commercially reasonable efforts consistent with
its normal trading and sales practices to sell such Shares as required under this Section 3, and (iii) the Agents shall
be under no obligation to purchase Shares on a principal basis pursuant to this Agreement, except as may otherwise be specifically
agreed by each of the Agents and the Company pursuant to a Terms Agreement, and then only to the extent permitted by applicable
law and the rules and regulations of the Exchange. For the purposes hereof, “Trading Day” means any day
on which Common Stock is purchased and sold on the principal market on which the Common Stock is listed or quoted.


 


4.                 
Suspension of Sales. 


 


(a)              
The Company or the Designated Agent may, upon notice to the other party in writing (including by email correspondence to
each of the individual representatives of the other party set forth on Schedule 3, if receipt of such correspondence
is actually acknowledged by any of the individuals to whom the notice is sent, other than via auto-reply) or by telephone (confirmed
immediately by verifiable facsimile transmission or email correspondence to each of the individual representatives of the other
party set forth on Schedule 3), suspend this offering and any sale of Shares in an Agency Transaction for a period
of time (a “Suspension Period”); provided, however, that such suspension shall not affect or impair
either party’s obligations with respect to any Shares sold hereunder prior to the receipt of such notice. Each of the Parties
agrees that no such notice under this Section 4 shall be effective against the other unless it is made to each of the individuals
named on Schedule 3 hereto, as such Schedule may be amended from time to time. During a Suspension Period, the Company
shall not issue any Placement Notices and the Designated Agent shall not sell any Shares hereunder. The party that issued a Suspension
Notice shall notify the other party in writing of the Trading Day on which the Suspension Period shall expire not later than twenty-four
(24) hours prior to such Trading Day.


 






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(b)              
Notwithstanding any other provision of this Agreement or any Terms Agreement, the Company shall not offer or sell, or request
the offer or sale of, any Shares and, by notice to the Designated Agent given by telephone (confirmed promptly by verifiable facsimile
transmission or email), shall cancel any instructions for the offer or sale of any Shares, and the Designated Agent shall not be
obligated to offer or sell any Shares, (i) during any period in which the Company is, or may be deemed to be, in possession of
material non-public information or (ii) except as expressly provided in Section 4(c) below, at any time from and including
the date (each, an “Announcement Date”) on which the Company shall issue a press release containing,
or shall otherwise publicly announce, its earnings, revenues or other results of operations (each, an “Earnings Announcement”)
through and including the time that is 24 hours after the time that the Company files (a “Filing Time”)
a quarterly report on Form 10-Q or an annual report on Form 10-K that includes consolidated financial statements as of and for
the same period or periods, as the case may be, covered by such Earnings Announcement. Notwithstanding the foregoing, if the Company
issues an Earnings Announcement with estimated earnings, revenues or other results of operations, the 24 hour period referred to
above will begin upon such time that the Company files a Prospectus Supplement or otherwise incorporates such estimated information
into the Prospectus, regardless of the Filing Time.


 


(c)              
If the Company wishes to offer, sell or deliver Shares at any time during the period from and including an Announcement
Date through and including the time that is 24 hours after the corresponding Filing Time, the Company shall, as a condition to
the giving or continuation of any Placement Notice with respect to an Agency Transaction or the execution by a Designated Agent
of any Terms Agreement with respect to a Principal Transaction, (i) prepare and deliver to the Designated Agent (with a copy to
counsel to the Agents) a report on Form 8-K, which shall include substantially the same financial and related information as was
set forth in the relevant Earnings Announcement (other than any earnings or other projections, similar forward-looking data and
officers’ quotations) (each, an “Earnings 8-K”), in form and substance reasonably satisfactory
to the Designated Agent and its counsel, (ii) provide the Designated Agent with the officer’s certificate called for by Section
7(l), dated the date of the Placement Notice for such Agency Transaction or the Settlement Date of such Principal Transaction,
as applicable, which certificate shall be deemed to remain in effect during the applicable period unless withdrawn by the Company,
and the opinion of Company Counsel (or Reliance Letter, as applicable) and Comfort Letter called for by Sections 7(m) and
7(n), respectively, dated the date of the Placement Notice for such Agency Transaction or the Settlement Date of such Principal
Transaction, as applicable, (iii) afford the Designated Agent the opportunity to conduct a due diligence review in accordance with
Section 7(k) hereof and (iv) file such Earnings 8-K with the Commission (so that it is deemed “filed” for purposes
of Section 18 of the Exchange Act). The provisions of clause (ii) of Section 4(b) shall not be applicable for the period
from and after the time at which the conditions set forth in the immediately preceding sentence shall have been satisfied (or,
if later, the time that is 24 hours after the time that the relevant Earnings Announcement was first publicly released) through
and including the time that is 24 hours after the Filing Time of the relevant Quarterly Report on Form 10-Q or Annual Report on
Form 10-K, as the case may be. For purposes of clarity, the Parties agree that (A) the delivery of any officers’ certificate,
opinion of Company Counsel (or Reliance Letter, as applicable) and Comfort Letter pursuant to this Section 4(c) shall not
relieve the Company from any of its obligations under this Agreement with respect to any quarterly report on Form 10-Q, annual
report on Form 10-K, or report on Form 8-K, as the case may be, including, without limitation, the obligation to deliver the officers’
certificate, opinion of Company Counsel (or Reliance Letter, as applicable) and Comfort Letter called for by Sections 7(l),
7(m) and 7(n), respectively, which Sections shall have independent application, and (B) this Section 4(c) shall
in no way affect or limit the operation of the provisions of clause (i) of Section 4(b), which shall have independent application.


 






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(d)              
If either the Designated Agent or the Company believes that the exemptive provisions set forth in Rule 101(c)(1) of Regulation
M under the Exchange Act are not satisfied with respect to the Company or the Shares, such party shall promptly notify the other
party thereof, and sales of the Shares under this Agreement and any Placement Notice or Terms Agreement shall be suspended until
such exemptive provisions or such other applicable exemptive provisions have been satisfied in the judgment of each party. Upon
the reasonable request of the Company in writing to the Designated Agent (which such request may be by electronic mail), the Designated
Agent shall promptly calculate and provide in writing to the Company a report setting forth, for the prior week, the average daily
trading volume (as defined in Rule 100 of Regulation M under the Exchange Act) of the Common Stock.


 


5.                 
Settlement.


 


(a)              
Settlement of Placement Shares. Unless otherwise specified in the applicable Placement Notice or Terms Agreement
(as applicable), settlement for sales of Placement Shares will occur on the second (2nd) Trading Day (or such earlier day as is
industry practice for regular-way trading) following the date on which such sales are made (each, a “Settlement Date”).
The amount of proceeds to be delivered to the Company on a Settlement Date against receipt of the Placement Shares sold (the “Net
Proceeds”) will be equal to the aggregate sales price received by the Designated Agent for the Placement Shares,
after deduction for (i) the Designated Agent’s commission for such sales payable by the Company pursuant to Section 2
hereof in an Agency Transaction, or the Designated Agent’s compensation, discounts or other fees pursuant to the terms of
the applicable Terms Agreement in a Principal Transaction, as applicable, (ii) any other amounts due and payable by the Company
to the Designated Agent hereunder and under any Terms Agreement, as applicable, pursuant to Section 7(g) (Expenses) hereof
and (iii) any transaction fees imposed by any governmental or self-regulatory organization in respect of such sales.


 


(b)              
Delivery of Placement Shares. On or before each Settlement Date, the Company will, or will cause its transfer agent
to, issue and electronically transfer the Placement Shares being sold by crediting the Designated Agent’s or its designee’s
(provided the Designated Agent shall have given the Company written notice of such designee prior to the Settlement Date) account
at The Depository Trust Company through its Deposit and Withdrawal at Custodian System or by such other means of delivery as may
be mutually agreed upon by the Parties, which Placement Shares in all cases shall be freely tradeable, transferable, registered
shares in good deliverable form. On each Settlement Date, the Designated Agent will deliver the related Net Proceeds in same day
funds to an account designated by the Company prior to the Settlement Date. The Company agrees that if the Company, or its transfer
agent, defaults in its obligation to deliver Placement Shares on a Settlement Date pursuant to the terms of any Agency Transaction
or Terms Agreement, in addition to and in no way limiting the rights and obligations set forth in Section 10(a) (Indemnification
by the Company), the Company will (i) hold the Agents, their directors, officers, members, partners, employees and agents of the
Agents and each person, if any, who (A) controls each Agent within the meaning of Section 15 of the Securities Act or Section 20
of the Exchange Act or (B) is controlled by or is under common control with an Agent (other than the Company and its subsidiaries)
(an “Agent Affiliate”), harmless against any loss, claim, damage, or expense (including reasonable legal
fees and expenses), as incurred, arising out of or in connection with such default by the Company or its transfer agent (if applicable)
and (ii) pay to the Designated Agent any commission or other compensation (including the value of any market price discounts in
any applicable Principal Transaction) to which it would otherwise have been entitled absent such default.


 






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(c)              
Limitations on Offering Size. Under no circumstances shall the Company cause or request the offer or sale of any
Placement Shares pursuant to this Agreement or any Terms Agreement (i) if, after giving effect to the sale of such Placement Shares,
the aggregate number of Placement Shares sold pursuant to this Agreement and all Terms Agreements would exceed the lesser of (A)
the Maximum Amount and (B) the number or amount authorized from time to time to be issued and sold under this Agreement by the
Company’s board of directors, a duly authorized committee thereof, and notified to the Agents in writing, or (ii) at a price
lower than the minimum price therefor authorized from time to time by the Company’s board of directors, a duly authorized
committee thereof, and notified to the Agents in writing. Under no circumstances shall the Company cause or request the offer or
sale of any Shares in any Agency Transaction pursuant to this Agreement or cause the offer or sale to the Agents of any Shares
in any Principal Transaction pursuant to this Agreement and any Terms Agreement, in each case, at a price lower than the minimum
price therefor authorized from time to time by the Company’s board of directors, a duly authorized committee thereof, and
notified to the Agents in writing. Under no circumstances shall the aggregate number of Placement Shares sold pursuant to this
Agreement and all Terms Agreements exceed the Maximum Amount. Notwithstanding anything to the contrary contained herein, the Parties
acknowledge and agree that compliance with the limitations set forth in this Section 5(c) on the number or amount of Placement
Shares that may be issued and sold under this Agreement and any Terms Agreement shall be the sole responsibility of the Company,
and that the Agents shall have no obligation in connection with such compliance.


 


6.                 
Representations and Warranties of the Company. The Company represents and warrants
to, and agrees with, the Agents that as of (i) the date of this Agreement, (ii) each Representation Date (as defined in Section
7(l)) on which a certificate is required to be delivered pursuant to Section 7(l), (iii) the date on which any Placement
Notice is delivered by the Company hereunder, (iv) the date on which any Terms Agreement is executed by the Company and the Designated
Agent and (v) each time of sale of Shares pursuant to this Agreement or any Terms Agreement (each such time of sale, an “Applicable
Time”), as the case may be:


 






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(a)              
Registration Statement and Prospectus. All of the conditions to the use of a registration statement on Form N-2 in
connection with the offering and sale of the Shares as contemplated hereby have been satisfied. The Registration Statement meets,
and the offering and sale of Shares as contemplated hereby comply with, the requirements of Rule 415(a)(1)(x) under the Securities
Act. The Registration Statement on Form N-2 (File No. 333-239681) was declared effective under the Securities Act by the Commission
on July 27, 2020. The Company has not received from the Commission any notice pursuant to Rule 401(g)(1) under the Securities Act
objecting to the use of the shelf registration statement form. No stop order of the Commission preventing or suspending the use
of the base prospectus, the Prospectus Supplement or the Prospectus, or the effectiveness of the Registration Statement, has been
issued, and no proceedings for such purpose have been instituted or are pending or, to the Company’s knowledge, are contemplated
by the Commission. At the time of the initial filing of the Registration Statement, the Company paid the required Commission filing
fees relating to the Shares in accordance with Rules 456(a) and 457(o) under the Securities Act. Copies of the Registration Statement,
the Prospectus, and any such amendments or supplements and all documents incorporated or deemed to be incorporated therein by reference
therein that were filed with the Commission on or prior to the date of this Agreement have been delivered, or are available through
EDGAR, to the Agents and their counsel.


 


(b)              
No Material Misstatement or Omission. At the respective times the Registration Statement and each amendment thereto
became effective, at each deemed effective date with respect to the Agents pursuant to Rule 430 or Rule 430C, as applicable, under
the Securities Act, and at each Settlement Date, as the case may be, the Registration Statement complied, complies and will comply
in all material respects with the requirements of the Securities Act (including Rule 415(a)(1)(x) under the Act), and did not and
will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary
to make the statements therein not misleading. The Prospectus, when so filed with the Commission under Rule 497 or Rule 424(b)
under the Securities Act, as applicable, complied, complies and will comply in all material respects with the requirements of the
Securities Act, and each Prospectus furnished to the Agents for use in connection with the offering of the Shares was identical
to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by
Regulation S-T. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment
or supplement was issued, as of the date hereof, at each Representation Date, and at each Applicable Time, as the case may be,
included, includes or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary
in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations
and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement, the Prospectus
or any amendments or supplements thereto made in reliance upon and in conformity with written information furnished to the Company
by the Agents expressly for use therein.


 






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(c)              
Incorporated Documents. Each Incorporated Document heretofore filed, when it was filed (or, if any amendment with
respect to any such document was filed, when such amendment was filed), conformed in all material respects with the requirements
of the Exchange Act, and any further Incorporated Documents so filed and incorporated after the date of this Agreement will, when
they are filed, conform in all material respects with the requirements of the Exchange Act; no such Incorporated Document when
it was filed (or, if an amendment with respect to any such document was filed, when such amendment was filed), contained an untrue
statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the
statements therein, in the light of the circumstances under which they were made, not misleading; and no such Incorporated Document,
when it is filed, will contain an untrue statement of a material fact or will omit to state a material fact required to be stated
therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.


 


(d)              
Free Writing Prospectuses. The Company has not distributed and will not distribute any “prospectus” (within
the meaning of the Securities Act) or offering material in connection with the offering or sale of the Shares other than the then
most recent Prospectus Supplement and any “issuer free writing prospectus” (as defined in Rule 433) reviewed and consented
to by the Agents, in each case accompanied by the then most recent base prospectus. Each issuer free writing prospectus (as defined
in Rule 433), as of its issue date and as of each Applicable Time, did not, does not and will not include any information that
conflicted, conflicts or will conflict with the information contained in the Registration Statement or the Prospectus, including
any Incorporated Document deemed to be a part thereof that has not been superseded or modified. The foregoing sentence does not
apply to any statements in or omissions from any issuer free writing prospectus made in reliance upon and in conformity with written
information furnished to the Company by the Agents expressly for use in such issuer free writing prospectus. The Company is not
disqualified, by reason of subsection (f) or (g) of Rule 164 under the Securities Act, from using, in connection with the offer
and sale of the Shares, issuer free writing prospectuses pursuant to Rules 164 and 433 under the Securities Act. The Company was
not and is not an “ineligible issuer” as defined in Rule 405 under the Securities Act at the times specified in Rules
164 and 433 under the Securities Act in connection with the offering of the Shares. Any issuer free writing prospectus that the
Company is required to file pursuant to Rule 433 has been, or will be, timely filed with the Commission in accordance with the
requirements of Rule 433. Each issuer free writing prospectus that the Company has filed, or is required to file, pursuant to Rule
433 or that was prepared by or on behalf of or used by the Company complies or will comply in all material respects with the requirements
of the Securities Act.


 






    	 	9	 



     


    

 


(e)              
Investment Company Act. The Company has elected to be treated as a business development company (a “BDC”)
under the Investment Company Act of 1940, as amended, and the rules and regulations thereunder (collectively, the “Investment
Company Act”), and no order of suspension or revocation of such registration has been issued or proceedings therefor
initiated or, to the best of its knowledge, threatened by the Commission, and is in compliance in all material respects with the
applicable terms and conditions of the Securities Act and the Investment Company Act. The Company filed a notification of election
to be regulated as a BDC under the Investment Company Act on Form N-54A (File No. 814-00852) (the “Notification of
Election”) on April 27, 2011. When the Notification of Election was filed with the Commission, it (i) contained
all statements required to be stated therein in accordance with, and complied in all material respects with the requirements of,
the Investment Company Act, as applicable to business development companies, and (ii) did not include any untrue statement of
a material fact or omit to state a material fact necessary to make the statements therein not misleading. No person is serving
or acting as an officer or director of the Company except in compliance with the provisions of the Investment Company Act, and
the rules and regulations thereunder. Except as disclosed in the Registration Statement and the Prospectus, no director of the
Company is an “interested person” (as defined in the Investment Company Act) of the Company or an “affiliated
person” (as defined in the Investment Company Act) of the Agents. This Agreement, the Company’s Articles of Amendment
and Restatement, as amended, and the Company’s Second Amended and Restated Bylaws comply with all applicable provisions
of the Investment Company Act, and all approvals of such documents required under the Investment Company Act by the Company’s
stockholders and the Company’s Board of Directors have been obtained in accordance with the Investment Company Act and are
in full force and effect. 





 


(f)               
Capitalization. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement
and the Prospectus as of the dates referred to therein (subject, in each case, to the issuance of shares of Common Stock under
this Agreement or any Terms Agreement, the issuance of Common Stock pursuant to the Company’s dividend reinvestment and stock
repurchase program described in the Registration Statement and Prospectus, the issuance of Common Stock upon conversion by the
holders of the Company’s 4.75% Convertible Senior Notes due 2023 described in the Registration Statement and Prospectus.
All of the issued and outstanding shares of capital stock, including the Common Stock, of the Company have been duly authorized
and validly issued and are fully paid and non-assessable, have been issued in compliance, in all material respects, with all federal
and state securities laws and were not issued in violation of any preemptive right or similar right. Except as noted above and
disclosed or incorporated or deemed to be incorporated by reference in the Registration Statement and the Prospectus, there are
no outstanding (i) securities or obligations of the Company convertible into or exchangeable for any equity interests of the Company,
(ii) warrants, rights or options to subscribe for or purchase from the Company any such equity interests or any such convertible
or exchangeable securities or obligations or (iii) obligations of the Company to issue any equity interests, any such convertible
or exchangeable securities or obligation, or any such warrants, rights or options. The Common Stock has been registered pursuant
to Section 12(b) of the Exchange Act and is authorized for trading on the Exchange, and the Company has taken no action designed
to, or likely to have the effect of, terminating the registration of the Common Stock from the Exchange, nor has the Company received
any notification that the Commission or the Exchange is contemplating terminating such registration or listing. The Company is
in compliance with the current listing standards of the Exchange. The Company has filed a Notification of Listing of Additional
Shares with the Exchange with respect to the Shares.


 






    	 	10	 



     


    

 


(g)              
Organization of the Company. The Company has been duly incorporated and is validly existing as a corporation in good
standing under the laws of the State of Maryland, with the corporate power and authority to acquire, own, lease and operate its
properties, and to lease the same to others, and to conduct its business as described in the Registration Statement and the Prospectus,
to execute and deliver this Agreement and each Terms Agreement and to issue and sell the Shares as contemplated herein and therein;
and the Company is in compliance in all respects with the laws, orders, rules, regulations and directives issued or administered
by such jurisdictions, except where the failure to be in compliance would not, individually or in the aggregate, have a Material
Adverse Effect (as defined below).


 


(h)              
Foreign Qualification of the Company. The Company is duly qualified to do business as a foreign corporation and is
in good standing in each jurisdiction where the ownership or leasing of its properties or the conduct of its business requires
such qualification, except where the failure to be so qualified and in good standing would not, individually or in the aggregate,
either (i) have or reasonably be expected to have a material adverse effect on the business, operations, properties, financial
condition, results of operations or prospects of the Company, taken as a whole, or (ii) prevent, materially interfere with or materially
delay consummation of the transactions contemplated hereby or in any Terms Agreement (the effects described in the foregoing clauses
(i) and (ii) being herein referred to as a “Material Adverse Effect”).


 


(i)                
Subsidiary. The only subsidiary of the Company that is a significant subsidiary, as defined in Rule 1-02(w) of Regulation
S-X of the Exchange Act (the “Significant Subsidiary”), is listed in Schedule 4 hereto.
At the date of filing with the Commission, the Company did not have any Significant Subsidiary that was not identified in the Company’s
most recent Annual Report on Form 10-K which was required to be so identified.


 


(j)                
Validity of Shares. The Shares have been duly and validly authorized and, when issued and delivered against payment
therefor as provided herein, will be duly and validly issued, fully paid and non-assessable and free of preemptive rights and similar
rights. No further approval or authority of the stockholders or the Board of Directors of the Company are required for the issuance
and sale of the Shares.


 


(k)              
Description of Shares. The capital stock of the Company, including the Shares, conforms in all material respects
to the description thereof contained in or incorporated or deemed to be incorporated by reference in the Registration Statement
and the Prospectus, and the certificates for the Shares are in due and proper form and the holders of the Shares will not be subject
to personal liability solely by reason of being such holders.


 


(l)                
Authorization. This Agreement and each Terms Agreement has been duly authorized, executed and delivered by the Company
and constitutes a valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms,
except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other
similar laws relating to or affecting creditors’ rights generally and by general principles of equity. This Agreement conforms
and each Terms Agreement will conform in all material respects to the descriptions thereof in the Registration Statement and the
Prospectus.


 






    	 	11	 



     


    

 


(m)            
Absence of Defaults and Conflicts. The Company is not (i) in breach or violation of its certificate or articles of
incorporation, charter, bylaws, limited liability company agreement, certificate or agreement of limited or general partnership,
memorandum and articles of association, or other similar organizational documents, as the case may be, of such entity, (ii) in
breach of or in default (or, with the giving of notice or lapse of time or both, would be in default) (“Default”)
under any indenture, mortgage, loan or credit agreement, deed of trust, note, bond, contract, franchise, lease or other agreement,
obligation, condition, covenant or instrument to which the Company is a party or by which it or any of them may be bound or to
which any of the property or assets of the Company is subject (each, an “Existing Instrument”), or (iii)
in violation of any statute, law, rule, regulation, judgment, order or decree of any court, regulatory body, administrative agency,
governmental body, arbitrator or other authority having jurisdiction over the Company, except, with respect to clauses (ii) and
(iii) only, for such breaches, violations or Defaults that would not, individually or in the aggregate, have a Material Adverse
Effect. The Company’s execution, delivery and performance of this Agreement and each Terms Agreement and consummation of
the transactions contemplated hereby or thereby or by the Registration Statement and the Prospectus (including the issuance and
sale of the Shares and the use of the proceeds from the sale of the Shares as described in the Prospectus under the caption “Use
of Proceeds”) (i) have been duly authorized by all necessary corporate action, and will not result in any breach or violation
of the certificate or articles of incorporation, charter, bylaws, limited liability company agreement, certificate or agreement
of limited or general partnership, memorandum and articles of association, or other similar organizational documents, as the case
may be, of the Company, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event
(as defined below) under, or result in the creation or imposition of any lien, charge, claim or encumbrance upon any property or
assets of the Company pursuant to, or require the consent of any other party to, any Existing Instrument, and (iii) will not result
in any violation of any statute, law, rule, regulation, judgment, order or decree applicable to the Company of any court, regulatory
body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or any of its
or their properties, as applicable, except, with respect to clauses (ii) and (iii) only, for such conflicts, breaches, Defaults,
Debt Repayment Triggering Events or violations that would not, individually or in the aggregate, have a Material Adverse Effect.
As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with
the giving of notice or lapse of time or both would give, the holder of any note, debenture or other evidence of indebtedness (or
any person acting on such holder’s behalf), issued by the Company, the right to require the repurchase, redemption or repayment
of all or a portion of such indebtedness by the Company.


 


(n)              
Absence of Further Requirements. No consent, approval, license, permit, qualification, authorization or other order
or decree of, or registration or filing with, any court or other governmental or regulatory authority or agency is required for
the Company’s execution, delivery and performance of this Agreement and each Terms Agreement or consummation of the transactions
contemplated hereby or thereby or by the Registration Statement and the Prospectus (including the issuance and sale of the Shares
hereunder or under any Terms Agreement), except such as have been already obtained or made or as may be required under the Securities
Act, applicable state securities or Blue Sky laws, the rules of the Exchange, or the rules and regulations of the Financial Industry
Regulatory Authority, Inc. (“FINRA”).


 






    	 	12	 



     


    

 


(o)              
No Preferential Rights; No Commissions. Except as set forth in the Registration Statement and the Prospectus, (i)
no person (as such term is defined in Rule 1-02 of Regulation S-X promulgated under the Securities Act) has the right, contractual
or otherwise, to cause the Company to issue or sell to such person any Common Stock or shares of any other capital stock or other
securities of the Company, (ii) no person (as such term is defined in Rule 1-02 of Regulation S-X promulgated under the Securities
Act) has any preemptive rights, resale rights, rights of first refusal, or any other rights (whether pursuant to a “poison
pill” provision or otherwise) to purchase any Common Stock or shares of any other capital stock or other securities of the
Company, (iii) no person (as such term is defined in Rule 1-02 of Regulation S-X promulgated under the Securities Act) has the
right to act as an underwriter or as a financial advisor to the Company in connection with the offer and sale of the Shares hereunder
or under any Terms Agreement, whether as a result of the filing or effectiveness of the Registration Statement or the sale of the
Shares as contemplated thereby or otherwise, and (iv) no person (as such term is defined in Rule 1-02 of Regulation S-X promulgated
under the Securities Act) has the right, contractual or otherwise, to cause the Company to register under the Securities Act any
shares of Common Stock or shares of any other capital stock or other securities of the Company, or to include any such shares or
other securities in the Registration Statement or the offering contemplated thereby. The Company is not a party to any contract,
agreement or understanding with any person (other than as contemplated by this Agreement or any Terms Agreement) that would give
rise to a valid claim against the Company or the Agents for a brokerage commission, finder’s fee or like payment in connection
with the offering and sale of the Shares by the Agents under this Agreement or any Terms Agreement.


 


(p)              
Intellectual Property. Except as set forth in the Registration Statement and the Prospectus, the Company owns or
possesses a valid right to use all material patents, trademarks, service marks, trade names, copyrights, patentable inventions,
trade secrets, know-how and other intellectual property (collectively, the “Intellectual Property”) used
by the Company in, and material to, the conduct of the Company’s business as now conducted or as proposed in the Registration
Statement and the Prospectus to be conducted. Except as set forth in the Registration Statement and the Prospectus, there is no
material infringement by third parties of any of the Intellectual Property and there are no legal or governmental actions, suits,
proceedings or claims pending or, to the Company’s knowledge, threatened, against the Company (i) challenging the Company’s
rights in or to any Intellectual Property, (ii) challenging the validity or scope of any Intellectual Property owned by the Company,
or (iii) alleging that the operation of the Company’s business as now conducted infringes or otherwise violates any patent,
trademark, copyright, trade secret or other proprietary rights of a third party, where any such action, suit, proceeding or claim
would, individually or in the aggregate, have a Material Adverse Effect.


 






    	 	13	 



     


    

 


(q)              
Possession of Licenses and Permits. The Company has all necessary licenses, authorizations, consents and approvals
and has made all necessary filings required under any federal, state, local or foreign law, regulation or rule, and has obtained
all necessary licenses, certificates, qualifications, authorizations, orders (including exemptive orders), permits, consents and
approvals from other persons, in order to acquire and own, lease or sublease, lease to others and conduct its respective business
as described in the Registration Statement or Prospectus, except where the failure to have or obtain such licenses, permits, authorizations,
consents and approvals and to make such filings would not, individually or in the aggregate, have a Material Adverse Effect. All
of such license, permit, authorization, consent or approval are valid and in full force and effect, except where the invalidity
of such license, permit, authorization, consent or approval to be in full force and effect would not have a Material Adverse Effect.
The Company is not in violation of, or in default under, or has received notice of any proceedings relating to revocation or modification
of, any such license, permit, authorization, orders (including exemptive orders), consent or approval (or has any reason to believe
that any such license, permit, authorization, consent or approval will not be renewed in the ordinary course) or any federal, state,
local or foreign law, regulation or rule or any decree, order or judgment applicable to the Company, except where such violation,
default, revocation or modification would not, individually or in the aggregate, have a Material Adverse Effect.


 


(r)               
Contracts and Agreements. There are no contracts, agreements, instruments or other documents that are required to
be described in the Registration Statement or the Prospectus or any Incorporated Documents or to be filed as exhibits thereto which
have not been so described in all material respects and filed as required by Item 601(b) of Regulation S-K under the Securities
Act. The copies of all contracts, agreements, instruments and other documents (including governmental licenses, authorizations,
permits, consents and approvals and all amendments or waivers relating to any of the foregoing) that have been furnished to the
Agents or their counsel are complete and genuine and include all material collateral and supplemental agreements thereto. All contracts
and agreements between the Company and third parties expressly referenced in the Registration Statement or the Prospectus are legal,
valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except
as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar
laws relating to or affecting creditors’ rights generally and by general principles of equity.


 


(s)               
Absence of Proceedings. Except as disclosed or incorporated or deemed to be incorporated by reference in the Registration
Statement and Prospectus, there are no actions, suits, claims, investigations or proceedings pending or, to the Company’s
knowledge, threatened to which the Company is or would be a party, or of which any of the respective properties or assets of the
Company is or would be subject, at law or in equity, before any court or arbitral body or by or before any federal, state, local
or foreign governmental or regulatory commission, board, body, authority or agency, which are required to be disclosed in the Registration
Statement or Prospectus, or which would reasonably be expected to result in a judgment, decree or order having, individually or
in the aggregate, a Material Adverse Effect, or which could materially and adversely affect the respective properties or assets
of the Company. The aggregate of all pending legal or governmental proceedings to which the Company is a party or of which any
of its respective properties or assets is the subject which are not described or incorporated or deemed to be incorporated by reference
in the Registration Statement and Prospectus, including ordinary routine litigation incidental to the business of the Company,
would not, individually or in the aggregate, result in a Material Adverse Effect.


 






    	 	14	 



     


    

 


(t)                
Independent Accountants. Marcum LLP, whose report on the consolidated financial statements of the Company is incorporated
by reference in the Registration Statement and the Prospectus, is an independent registered public accounting firm with respect
to the Company as required by the Securities Act, the Exchange Act, the Investment Company Act and the Public Company Accounting
Oversight Board (United States) (the “PCAOB”). Marcum LLP has not been engaged by the Company to perform
any “prohibited activities” (as defined in Section 10A of the Exchange Act).


 


(u)              
Financial Statements. The financial statements included or incorporated by reference in the Registration Statement
and the Prospectus, together with the related notes and schedules, present fairly the consolidated financial position of the Company
as of the dates indicated and the consolidated results of operations and cash flows of the Company for the periods specified and
have been prepared in compliance with the requirements of the Securities Act and Exchange Act and in conformity with United States
generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved.
The selected financial data and the summary financial information included in or incorporated or deemed to be incorporated by reference
in the Registration Statement and the Prospectus present fairly the information shown therein and have been compiled on a basis
consistent with that of the financial statements included or incorporated or deemed to be incorporated by reference in the Registration
Statement and the Prospectus, as of and at the dates indicated. Any pro forma financial statements or data included or incorporated
by reference in the Registration Statement and the Prospectus comply with the requirements of Regulation S-X of the Securities
Act, including, without limitation, Article 11 thereof, and the assumptions used in the preparation of such pro forma financial
statements and data are reasonable, the pro forma adjustments used therein are appropriate to give effect to the circumstances
referred to therein and the pro forma adjustments have been properly applied to the historical amounts in the compilation
of those statements and data. The other financial data set forth or incorporated or deemed to be incorporated by reference in the
Registration Statement and the Prospectus is accurately presented and prepared on a basis consistent with the financial statements
and books and records of the Company. The Company y does not have any material liabilities or obligations, direct or contingent
(including any off-balance sheet obligations or any “variable interest entities” as that term is used in Accounting
Standards Codification Paragraph 810-10-25-20), not disclosed in the Registration Statement and the Prospectus. All disclosures
contained in the Registration Statement or the Prospectus, including the Incorporated Documents, that contain “non-GAAP financial
measures” (as such term is defined by the rules and regulations of the Commission) comply, in all material respects, with
Regulation G under the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable.


 






    	 	15	 



     


    

 


(v)              
No Material Adverse Change in Business. Subsequent to the respective dates as of which information is given in the
Registration Statement and the Prospectus, there has not been (i) any material adverse change in the business, operations, properties,
financial condition, results of operations or prospects of the Company, taken as a whole, (ii) any transaction, other than in the
ordinary course, which is material to the Company, taken as a whole, (iii) any obligation, direct or contingent (including any
off-balance sheet obligations), incurred by the Company, which is material to the Company, taken as a whole, (iv) any change in
the authorized capital stock of the Company, or (v) except as disclosed in the Registration Statement, any dividend or distribution
of any kind declared, paid or made on the capital stock of the Company.


 


(w)            
Property. The Company does not own any real property.


 


(x)              
Insurance. The Company carries or is entitled to the benefits of insurance in such amounts and covering such risks
as the Company reasonably deems adequate, and all such insurance is in full force and effect. The Company has no reason to believe
that it will not be able (i) to renew its existing insurance coverage as and when such policies expire or (ii) to obtain comparable
coverage from similar institutions as may be necessary or appropriate to conduct its business as now conducted and at a cost that
would not result in a Material Adverse Effect. The Company has not been denied any material insurance coverage which it has sought
or for which it has applied.


 


(y)              
Accounting Controls and Disclosure Controls. The Company maintains a system of internal accounting controls sufficient
to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific
authorization; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with
GAAP and to maintain accountability for assets; (iii) receipts and expenditures are being made only in accordance with management’s
general or specific authorization; (iv) access to assets is permitted only in accordance with management’s general or
specific authorization; and (v) the recorded accountability for assets is compared with the existing assets at reasonable
intervals and appropriate action is taken with respect to any differences. Except as described in or incorporated or deemed to
be incorporated by reference in the Registration Statement and the Prospectus, since the end of the Company’s most recent
audited fiscal year, there has been (A) no material weakness in the Company’s internal control over financial reporting
(whether or not remediated) and (B) no change in the Company’s internal control over financial reporting that has materially
affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company
has established and currently maintain disclosure controls and procedures that comply with Rule 13a-15 under the Exchange Act,
the Investment Company Act and the Company has determined that such disclosure controls and procedures are effective in compliance
with Rule 13a-15 under the Exchange Act.


 


(z)              
Compliance with the Sarbanes-Oxley Act. There is and has been no failure on the part of the Company or any of the
Company’s directors or officers, in their capacities as such, to comply in all material respects with any applicable provision
of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in connection therewith (the “Sarbanes-Oxley
Act”), including Section 402 related to loans and Sections 302 and 906 related to certifications.


 






    	 	16	 



     


    

 


(aa)           
Actively-Traded Security. The Common Stock is an “actively-traded security” exempted from the requirements
of Rule 101 of Regulation M under the Exchange Act by subsection (c)(1) of such rule.


 


(bb)          
Payment of Taxes. All tax returns of the Company required by law to be filed have been filed and all taxes shown
by such returns or otherwise assessed, which are due and payable, have been paid, except assessments against which appeals have
been or will be promptly taken and as to which adequate reserves have been provided. The charges, accruals and reserves on the
books of the Company in respect of any income and corporation tax liability for any years not finally determined are adequate to
meet any assessments or re-assessments for additional income tax for any years not finally determined, except to the extent of
any inadequacy that would not result in a Material Adverse Effect.


 


(cc)           
Stock Transfer Taxes. On each Settlement Date, all stock transfer or other taxes (other than income taxes) which
are required to be paid in connection with the sale and transfer of the Shares to be sold hereunder and under any Terms Agreement,
as applicable, will be, or will have been, fully paid or provided for by the Company and all laws imposing such taxes will be or
will have been fully complied with.


 


(dd)          
Statistical and Market-Related Data. The statistical and market-related data included or incorporated or deemed to
be incorporate by reference in the Registration Statement and the Prospectus are based on or derived from sources that the Company
believes to be reliable and accurate, and the Company has obtained the written consent to the use of such data from such sources
to the extent required.


 


(ee)           
Foreign Corrupt Practices Act. None of the Company or, to the knowledge of the Company, any director, officer, agent,
employee, affiliate or other person acting on behalf of the Company, is aware of or has taken any action, directly or indirectly,
that would result in a violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations
thereunder (collectively, the “FCPA”), including, without limitation, making use of the mails or any
means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization
of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any
“foreign official” (as such term is defined in the FCPA) or any foreign political party or official thereof or any
candidate for foreign political office, in contravention of the FCPA. The Company has conducted its businesses in compliance with
the FCPA and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue
to ensure, continued compliance therewith.


 


(ff)             
Money Laundering Laws. The operations of the Company is and has been conducted at all times in compliance with applicable
financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended,
the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations
or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”)
and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving
the Company with respect to the Money Laundering Laws is pending or, to the knowledge of the Company, threatened.


 






    	 	17	 



     


    

 


(gg)          
OFAC. None of the Company or, to the knowledge of the Company, any director, officer, agent, employee, affiliate
or person acting on behalf of the Company is currently subject to any U.S. sanctions administered by the Office of Foreign Assets
Control of the U.S. Treasury Department (“OFAC”); and the Company will not directly or indirectly use
the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner
or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered
by OFAC.


 


(hh)          
Related Party Transactions. No relationship, direct or indirect, exists between or among the Company on the one hand,
and the directors, officers, trustees, managers, stockholders, partners, customers or suppliers of the Company on the other hand,
which would be required by the Securities Act to be disclosed in the Registration Statement and the Prospectus, which is not so
disclosed.


 


(ii)             
Chief Compliance Officer. The Company has (a) appointed a Chief Compliance Officer and (b) adopted and implemented
written policies and procedures which the Board of Directors of the Company has determined are reasonably designed to prevent violations
of the federal securities laws in a manner required by and consistent with Rule 38a-1 under the Investment Company Act and is in
compliance in all material respects with such


 


(jj)             
ERISA. (i) The Company and any “employee benefit plan” (as defined in Section 3(3) of the Employee Retirement
Income Security Act of 1974, as amended, and the regulations and published interpretations thereunder (collectively, “ERISA”))
established or maintained by the Company, or its ERISA Affiliates (as defined below) are in compliance in all material respects
with ERISA and the Code; (ii) no “reportable event” (as defined under ERISA), other than an event for which the reporting
requirement has been waived under regulations issued by the Pension Benefit Guaranty Corporation, has occurred with respect to
any pension plan subject to Title IV of ERISA that is established or maintained by the Company or any of its ERISA Affiliates (“Pension
Plan”); (iii) no Pension Plan’s benefit liabilities under Section 4001(a)(16) of ERISA exceed the current value
of that Pension Plan’s assets, all as determined as of the most recent valuation date for the Pension Plan in accordance
with the assumptions used for funding the Pension Plan pursuant to Section 412 of ERISA; (iv) neither the Company nor any of its
ERISA Affiliates has incurred or reasonably expects to incur any liability under (A) Title IV of ERISA with respect to termination
of, or withdrawal from, any “employee benefit plan,” (B) Sections 4971 or 4975 of the Code, (C) Section 412 of the
Code as a result of a failure to satisfy the minimum funding standard, or (D) Section 4980B of the Code with respect to the excise
tax imposed thereunder; and (v) each “employee benefit plan” established or maintained by the Company or any of its
ERISA Affiliates that is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter
from the Internal Revenue Service and nothing has occurred, whether by action or failure to act, which is reasonably likely to
cause disqualification of any such employee benefit plan under Section 401(a) of the Code, except in the case of each of clauses
(i) through (v), which would not have a Material Adverse Effect. “ERISA Affiliate” means, with respect
to the Company, any member of any group of organizations described in Section 414(b), (c), (m) or (o) of the Code, of which the
Company is a member.


 






    	 	18	 



     


    




 


(kk)          
Labor Disputes. No labor disturbance by or dispute with employees of the Company exists or, to the knowledge of the
Company, is threatened which would reasonably be expected to result in a Material Adverse Effect. None of the employees of the
Company is represented by a union and, to the knowledge of the Company, no union organizing activities are taking place. The Company
has not violated any federal, state or local law or foreign law relating to the discrimination in hiring, promotion or pay of employees,
nor any applicable wage or hour laws, or the rules and regulations thereunder, or analogous foreign laws and regulations, which
might, individually or in the aggregate, result in a Material Adverse Effect.


 


(ll)             
Market Capitalization. As of the close of trading on the Exchange on the Trading Day immediately prior to the date
of this Agreement, the aggregate market value of the outstanding voting and non-voting common equity (as defined in Securities
Act Rule 405) of the Company held by persons other than affiliates of the Company (within the meaning of Securities Act Rule 144)
(the “Non-Affiliate Shares”), was approximately $210 million (calculated by multiplying (x) the highest
price at which the common equity of the Company was last sold on the Exchange on a Trading Day within 60 days prior to the date
of this Agreement times (y) the number of Non-Affiliate Shares). The Company is not a shell company (as defined in Rule 405 under
the Securities Act) and has not been a shell company for at least 12 calendar months previously.


 


(mm)     
No Material Defaults. The Company has not defaulted on any installment on indebtedness for borrowed money or on any
rental on one or more long-term leases, which defaults, individually or in the aggregate, could reasonably be expected to have
a Material Adverse Effect. The Company has not filed a report pursuant to Section 13(a) or 15(d) of the Exchange Act since the
filing of its last Annual Report on Form 10-K, indicating that it (i) has failed to pay any dividend or sinking fund installment
on preferred stock or (ii) has defaulted on any installment on indebtedness for borrowed money or on any rental on one or more
long-term leases, which defaults, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.


 


(nn)          
Absence of Manipulation. Neither the Company, nor any of its or their respective directors, officers or, to the knowledge
of the Company, controlling persons has taken, directly or indirectly, any action designed to stabilize or manipulate, or which
has constituted or might reasonably be expected to cause or result in, the stabilization or manipulation of, the price of any security
of the Company to facilitate the sale or resale of the Shares.


 






    	 	19	 



     


    

 


(oo)          
Director Independence. Each of the independent directors (or independent director nominees, once appointed, if applicable)
named in or incorporated or deemed incorporated by reference in the Registration Statement and Prospectus satisfies the independence
standards established by the Exchange and, with respect to members of the Company’s audit committee, the enhanced independence
standards contained in Rule 10A-3(b)(1) under the Exchange Act.


 


(pp)          
Broker-Dealer Status; FINRA Matters. The Company is not required to register as a “broker” or “dealer”
in accordance with the provisions of the Exchange Act and does not, directly or indirectly through one or more intermediaries,
control or have any other association with (within the meaning of Article I of the By-laws of FINRA) any member firm of FINRA.
No relationship, direct or indirect, exists between or among the Company, on the one hand, and the directors, officers or 5% or
greater stockholders of the Company, on the other hand, which is required by the rules of FINRA to be described in the Registration
Statement and the Prospectus, which is not so described. All of the information (including, but not limited to, information regarding
affiliations, security ownership and trading activity) provided to the Agents or their counsel by the Company, its officers and
directors and the holders of any securities (debt or equity) or warrants, options or rights to acquire any securities of the Company
in connection with the filing to be made and other supplemental information to be provided to FINRA pursuant to FINRA Rule 5110
in connection with the transactions contemplated by this Agreement or any Terms Agreement is true, complete and correct.


 


(qq)          
Margin Rules. Neither the issuance, sale and delivery of the Shares nor the application of the proceeds thereof by
the Company as described in the Registration Statement and the Prospectus will violate Regulation T, U or X of the Board of Governors
of the Federal Reserve System or any other regulation of such Board of Governors.


 


(rr)             
Underwriter Agreements. The Company is not a party to any agreement with an agent or underwriter for any other “at-the-market”
or continuous equity transaction or any “equity line” transaction.


 


(ss)            
No Reliance. The Company has not relied upon any Agent or their legal counsel for any legal, tax or accounting advice
in connection with the offering and sale of the Shares.


 


No Integration.
Neither the Company nor, to the Company’s knowledge, any of its affiliates (within the meaning of Securities Act Rule 144)
has, prior to the date hereof, made any offer or sale of any securities which could be “integrated” (within the meaning
of the Securities Act) with the offer and sale of the Shares. Any certificate signed by an officer of the Company and delivered
to an Agent or to counsel for the Agents pursuant to or in connection with this Agreement or any Terms Agreement shall be deemed
to be a representation and warranty by the Company to the Agents as to the matters set forth therein as of the date or dates indicated
therein.


 






    	 	20	 



     


    

 


7.                 
Covenants of the Company. The Company covenants and agrees with the Agents that:


 


(a)              
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating
to any Shares is required to be delivered by the Designated Agent under the Securities Act (without regard to the effects of Rules
153, 172 and 173 under the Securities Act, when and to the extent these provisions are applicable to the Company pursuant to the
SBCAA) (the “Prospectus Delivery Period”), (i) the Company will notify the Designated Agent promptly
of the time when any subsequent amendment to the Registration Statement, other than the Incorporated Documents, has been filed
with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request
by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information, (ii)
the Company will prepare and file with the Commission, promptly, if any event shall occur or condition shall exist as a result
of which it is necessary, in the opinion of counsel for the Designated Agents or for the Company, to amend the Registration Statement
or supplement the Prospectus in connection with the distribution of the Shares by the Designated Agent (provided, however,
that the failure of the Designated Agent to make such request shall not relieve the Company of any obligation or liability hereunder
and under any Terms Agreement, as applicable, or affect the Designated Agent’s right to rely on the representations and warranties
made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement
or Prospectus relating to the Shares (except for the Incorporated Documents or any amendment or supplement to the Prospectus or
Registration Statement that does not relate to the Prospectus Supplement or the sale of the Shares) unless a copy thereof has been
submitted to the Designated Agent a reasonable period of time before the filing and the Designated Agent has not reasonably objected
thereto (provided, however, (A) that the failure of the Designated Agent to make such objection shall not relieve the Company
of any obligation or liability hereunder and under any Terms Agreement, as applicable, or affect the Designated Agent’s right
to rely on the representations and warranties made by the Company in this Agreement, (B) that, if the Designated Agent objects
thereto, the Designated Agent may cease making sales of Placement Shares pursuant to this Agreement and/or may terminate any Terms
Agreement and (C) that the Company has no obligation to provide the Designated Agent any advance copy of such filing or to provide
the Designated Agent an opportunity to object to such filing if such filing does not name the Designated Agent or does not relate
to the transactions contemplated hereunder or under any Terms Agreement); (iii) the Company will furnish to the Designated Agent
at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration
Statement or Prospectus, except for those documents available via EDGAR; and (v) the Company will cause each amendment or supplement
to the Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 497 or Rule 424(b) of
the Securities Act, as applicable (without reliance on Rule 424(b)(8) of the Securities Act), or, in the case of any Incorporated
Document, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (the determination
to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s
reasonable opinion or reasonable objections, shall be made exclusively by the Company).


 






    	 	21	 



     


    




 


(b)              
Notice of Commission Stop Orders. During the Prospectus Delivery Period, the Company will advise the Designated Agent,
promptly after it receives notice or obtains knowledge thereof, of the issuance by the Commission of any stop order suspending
the effectiveness of the Registration Statement or any notice objecting to, or other order preventing or suspending the use of,
the Prospectus, of the suspension of the qualification of the Shares for offering or sale in any jurisdiction, or of the initiation
of any proceeding for any such purpose or any examination pursuant to Section 8(e) of the Securities Act, or if the Company becomes
the subject of a proceeding under Section 8A of the Securities Act in connection with the offering of the Shares; and it will promptly
use its commercially reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal if such a stop order
should be issued. Until such time as any stop order is lifted, the Designated Agent may cease making offers and sales under this
Agreement or any Terms Agreement.


 


(c)              
Delivery of Prospectus; Subsequent Changes. During the Prospectus Delivery Period, the Company will comply with all
requirements imposed upon it by the Securities Act, as from time to time in force, and to file on or before their respective due
dates all reports and any definitive proxy statements required to be filed by the Company with the Commission pursuant to Sections
13(a), 13(c), 14, 15(d) or any other provision of or under the Exchange Act. If, during the Prospectus Delivery Period, any event
occurs as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact
or omit to state a material fact necessary to make the statements therein, in the light of the circumstances then existing, not
misleading, or if, during such period, it is necessary to amend or supplement the Registration Statement or Prospectus to comply
with the Securities Act, the Company will promptly notify the Designated Agent to suspend the offering of Placement Shares during
such period, and the Company will promptly amend or supplement the Registration Statement or Prospectus (at the expense of the
Company) so as to correct such statement or omission or effect such compliance.


 


(d)              
Listing of Placement Shares. During the Prospectus Delivery Period, the Company will use its commercially reasonable
efforts to cause the Placement Shares to be listed on the Exchange. The Company will timely file with the Exchange all material
documents and notices required by the Exchange of companies that have or will issue securities that are traded on the Exchange.


 


(e)              
Delivery of Registration Statement and Prospectus. The Company will furnish to the Agents and their counsel (at the
expense of the Company) copies of the Registration Statement, the Prospectus (including all Incorporated Documents) and all amendments
and supplements to the Registration Statement or Prospectus that are filed with the Commission during the Prospectus Delivery Period,
including all documents filed with the Commission during such period that are deemed to be incorporated by reference therein, in
each case, as soon as reasonably practicable via e-mail in “.pdf” format to an e-mail account designated by the Agents
and, at the Agents’ request, will also furnish copies of the Prospectus to each exchange or market on which sales of the
Shares may be made; provided, however, that the Company shall not be required to furnish any document (other than the Prospectus)
to the Agents to the extent such document is available on EDGAR.


 






    	 	22	 



     


    

 


(f)               
Expenses. The Company, whether or not the transactions contemplated hereunder or under any Terms Agreement are consummated
or this Agreement or any Terms Agreement is terminated in accordance with the provisions of Section 12 hereunder, will pay
all expenses incident to the performance of its obligations hereunder and under each Terms Agreement, including, but not limited
to, expenses relating to: (i) the preparation, printing, filing and delivery to the Agents of the Registration Statement and each
amendment and supplement thereto, of each Prospectus and of each amendment and supplement thereto, and of this Agreement and such
other documents as may be required in connection with the offering, purchase, sale, issuance or delivery of the Shares; (ii) the
preparation, issuance and delivery of the Placement Shares, including any stock or other transfer taxes and any stamp or other
duties payable upon the sale, issuance or delivery of the Shares to the Agents; (iii) the fees and disbursements of the counsel,
accountants and other advisors to the Company in connection with the transactions contemplated by this Agreement and any Terms
Agreement; (iv) fifty percent (50%)of the reasonable out-of-pocket expenses incurred by the Agents, including the fees and disbursements
of counsel to the Agents, in connection with the transactions contemplated by this Agreement, in an amount not to exceed $37,500
plus up to $3,750 per calendar quarter;(v) the qualification of the Placement Shares under securities laws in accordance with the
provisions of Section 7(x), including filing fees, if any, but excluding fees and disbursements of the Agent’s counsel
in connection therewith; (vi) the fees and expenses incurred in connection with the listing or qualification of the Placement Shares
for trading on the Exchange; (vii) the fees and expenses of the transfer agent or registrar for the Common Stock; and (viii) filing
fees and expenses, if any, of the Commission and FINRA.


 


(g)              
Use of Proceeds. The Company will use the Net Proceeds as described in the Prospectus in the section entitled “Use
of Proceeds.” The Company intends to direct the investment of the Net Proceeds in such a manner as to comply with the applicable
requirements to qualify to be treated as a regulated investment company under Subchapter M of the Code (“Subchapter
M of the Code”).


 


(h)              
Other Sales. Without the prior written consent of the Designated Agent, the Company will not, directly or indirectly,
offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Stock (other than the Shares
offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights to
purchase or acquire, Common Stock during the period beginning on the fifth (5th) Trading Day immediately prior
to the date on which any Placement Notice is delivered to the Designated Agent hereunder and ending on the fifth (5th) Trading
Day immediately following the final Settlement Date with respect to Shares sold pursuant to such Placement Notice (or, if the Placement
Notice has been terminated or suspended prior to the sale of all Shares covered by a Placement Notice, the date of such suspension
or termination); and will not directly or indirectly in any other “at-the-market” or continuous equity transaction
offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Stock (other than the Shares
offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights to
purchase or acquire, Common Stock prior to the later of the termination of this Agreement and the twentieth (20th) day
immediately following the final Settlement Date with respect to Shares sold pursuant to such Placement Notice; provided, however,
that such restrictions will not be required in connection with the Company’s issuance or sale of (i) Common Stock, options
to purchase Common Stock, restricted stock, other equity awards to acquire Common Stock, or Common Stock issuable upon the exercise
or vesting of options or other equity awards, pursuant to any employee or director equity awards or benefits plan, stock ownership
plan or dividend reinvestment plan (but not Common Stock subject to a waiver to exceed plan limits in its dividend reinvestment
plan) of the Company whether now in effect or hereafter implemented, (ii) Common Stock issuable upon conversion of securities
or the exercise or vesting of warrants, options or other rights in effect or outstanding, and disclosed in filings by the Company
available on EDGAR or otherwise in writing to the Designated Agent and (iii) Common Stock or securities convertible into or
exchangeable for shares of Common Stock as consideration for mergers, acquisitions, other business combinations or strategic alliances,
or offered and sold in a privately negotiated transaction to vendors, customers, lenders, investors, strategic partners or potential
strategic partners, occurring after the date of this Agreement which are not issued primarily for capital raising purposes.


 






    	 	23	 



     


    

 


(i)                
Change of Circumstances. The Company will, at any time during the term of this Agreement, advise the Agents promptly
after it shall have received notice or obtained knowledge of any information or fact that would alter or affect in any material
respect any opinion, certificate, letter or other document required to be provided to the Agents pursuant to this Agreement.


 


(j)                
Due Diligence Cooperation. The Company will cooperate with any reasonable due diligence review conducted by each
Agent or its agents in connection with the transactions contemplated hereby or any Terms Agreement, including, without limitation,
providing information and making available documents and senior corporate officers, during regular business hours and at the Company’s
principal offices, as the Agents may reasonably request, except for those documents available via EDGAR.


 


(k)              
Required Filings Relating to Placement of Placement Shares. The Company agrees that on such dates as the 1933 Act
shall require, the Company will file a prospectus supplement with the Commission pursuant to Rule 497 or Rule 424 under the
1933 Act, as applicable, or otherwise include in a filed annual report on Form 10-K or quarterly report on Form 10-Q,
which prospectus supplement, Form 10-K or Form 10-Q, as applicable, will set forth the number of the Shares sold through
or to the Agents under this Agreement, the Net Proceeds to the Company and the compensation paid by the Company with respect to
sales of the Shares pursuant to this Agreement during the relevant quarter.


 


(l)                
Representation Dates; Certificate. On or prior to the date the first Placement Notice is given pursuant to this Agreement,
each time Shares are delivered to an Agent as principal on a Settlement Date with respect to a Principal Transaction and each time
the Company (i) files the Prospectus relating to the Shares or amends or supplements the Registration Statement or the Prospectus
relating to the Shares (other than (A) a prospectus supplement filed in accordance with Section 7(k) or (B) a supplement
or amendment that relates to an offering of securities other than the Shares) by means of a post-effective amendment, sticker,
or supplement, but not by means of incorporation of document(s) by reference in the Registration Statement or the Prospectus relating
to the Shares; (ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial
information or a material amendment to the previously filed Form 10-K); or (iii) files a quarterly report on Form 10-Q under the
Exchange Act; or (iv) files a report on Form 8-K containing amended financial information (other than information “furnished”
pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K ) under the Exchange Act
(each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation
Date”); the Company shall furnish the Agents within three (3) Trading Days after each Representation Date (but in
the case of clause (iv) above only if the Agents reasonably determines that the information contained in such Form 8-K is material)
with a certificate, in the form attached hereto as Exhibit 7(l). The requirement to provide a certificate under this Section
7(l) shall be automatically waived for any Representation Date occurring at a time at which no Placement Notice or Terms Agreement
is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder
(which for such calendar quarter shall be considered a Representation Date), Shares are delivered to the Designated Agent as principal
on a Settlement Date with respect to a Principal Transaction and the next occurring Representation Date; provided, however,
that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding
the foregoing, if the Company subsequently decides to sell Shares following a Representation Date when the Company relied on such
waiver and did not provide the Agents with a certificate under this Section 7(l), then before the Company delivers the Placement
Notice or the Designated Agent sells any Shares in an Agency Transaction, or on the applicable Settlement Date with respect to
a Principal Transaction, the Company shall provide the Agents with a certificate, in the form attached hereto as Exhibit 7(l),
dated the date of the Placement Notice for such Agency Transaction or the Settlement Date of such Principal Transaction, as applicable.


 






    	 	24	 



     


    

 


(m)            
Legal Opinions. On or prior to the earlier of (i) the date the first Placement Notice is given pursuant to this Agreement
and (ii) Shares are delivered to the Designated Agent as principal on a Settlement Date with respect to the first Principal Transaction
pursuant to the first Terms Agreement and this Agreement, the Company shall cause to be furnished to the Agents the written opinions
and negative assurance of Eversheds Sutherland (US) LLP as issuer’s counsel to the Company, or other counsel reasonably satisfactory
to the Agents (“Company Counsel”), substantially in the forms previously agreed between the Parties and
set forth in Exhibit 7(m) attached hereto. Thereafter, each time Shares are delivered to the Designated Agent as principal on a
Settlement Date with respect to a Principal Transaction and within three (3) Trading Days after each Representation Date with respect
to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(l) for which no waiver
is applicable pursuant to Section 7(l), and not more than once per calendar quarter, the Company shall cause to be furnished
to the Agents the written opinions and negative assurance of Company Counsel substantially in the form previously agreed between
the Parties, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented;
provided, however, that if Company Counsel has previously furnished to the Agents such written opinions and negative
assurance substantially in the form previously agreed between the Parties, Company Counsel may, in respect of any future Representation
Date, furnish the Agents with a letter (a “Reliance Letter”) in lieu of such opinions and negative assurance
to the effect that the Agents may rely on the prior opinions and negative assurance of Company Counsel delivered pursuant to this
Section 7(m) to the same extent as if it were dated the date of such Reliance Letter (except that statements in such prior
opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented to the date of such
Reliance Letter).


 


 






    	 	25	 



     


    

 


(n)              
Comfort Letter. On or prior to the date the first Placement Notice is given pursuant to this Agreement, each time
Shares are delivered to the Designated Agent as principal on a Settlement Date with respect to a Principal Transaction and within
three (3) Trading Days after each Representation Date with respect to which the Company is obligated to deliver a certificate in
the form attached hereto as Exhibit 7(l) for which no waiver is applicable pursuant to Section 7(l), the Company
shall cause its independent accountants to furnish the Agents a letter, dated as of such date (the “Comfort Letter”),
in form and substance satisfactory to the Agents, (i) confirming that they are an independent registered public accounting firm
within the meaning of the Securities Act, the Exchange Act and the rules and regulations of the PCAOB and are in compliance with
the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X of the Commission, (ii)
stating, as of such date, the conclusions and findings of such firm with respect to the financial information and other matters
ordinarily covered by accountants’ “comfort letters” to underwriters in connection with registered public offerings
(the first such letter, the “Initial Comfort Letter”) and (iii) updating the Initial Comfort Letter with
any information that would have been included in the Initial Comfort Letter had it been given on such date and modified as necessary
to relate to the Registration Statement and the Prospectus, as amended and supplemented to the date of such letter.


 


(o)              
Market Activities. The Company shall not, and shall cause its directors, officers and controlling persons not to,
directly or indirectly, (i) take any action designed to stabilize or manipulate, or which constitutes or might reasonably be expected
to cause or result in, the stabilization or manipulation of, the price of any security of the Company to facilitate the sale or
resale of the Shares or (ii) sell, bid for, or purchase the Shares to be issued and sold pursuant to this Agreement, or pay anyone
any compensation for soliciting the purchases of the Shares, other than the Agents.


 


(p)              
Insurance. The Company shall maintain, or cause to be maintained, insurance in such amounts and covering such risks
the Company reasonably deems adequate.


 


(q)              
Compliance with Laws. The Company shall maintain, or cause to be maintained, all material permits, licenses and other
authorizations required by federal, state and local law in order to conduct their businesses as described in the Prospectus, and
the Company shall conduct their businesses, or cause their businesses to be conducted, in substantial compliance with such permits,
licenses and authorizations and with applicable laws, except where the failure to maintain or be in compliance with such permits,
licenses and authorizations could not reasonably be expected to have a Material Adverse Effect.


 






    	 	26	 



     


    

 


(r)               
Status as Regulated Investment Company. The Company will use reasonable best efforts to comply with the requirements
to qualify as a regulated investment company under Subchapter M of the Code with respect to any fiscal year in which the Company
is an investment company under the Investment Company Act.


 


(s)               
Securities Act and Exchange Act. The Company will comply with all requirements imposed upon it by the Securities
Act and the Exchange Act as from time to time in force, so far as necessary to permit the continuance of sales of, or dealings
in, the Shares as contemplated by the provisions hereof and any Terms Agreement and the Prospectus. Without limiting the generality
of the foregoing, during the Prospectus Delivery Period, the Company will file all documents required to be filed with the Commission
pursuant to the Exchange Act within the time periods required by the Exchange Act (giving effect to permissible extensions in accordance
with Rule 12b-25 under the Exchange Act).


 


(t)                
Sarbanes-Oxley Act. The Company will maintain a system of internal accounting controls sufficient to provide reasonable
assurance that (i) transactions are executed in accordance with management’s general or specific authorization; (ii) transactions
are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles
and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management’s general
or specific authorization; and (iv) the recorded book value for assets is compared with the fair market value of such assets (computed
in accordance with generally accepted accounting principles) at reasonable intervals and appropriate action is taken with respect
to any differences. The Company will comply with all requirements imposed upon it by the Sarbanes-Oxley Act and the rules and regulations
of the Commission and the Exchange promulgated thereunder.


 


(u)              
No Offer To Sell. Other than a free writing prospectus (as defined in Rule 405 under the Securities Act) approved
in advance in writing by the Company and the Agents in its capacity as agent hereunder or as principal hereunder and under any
Terms Agreement, neither the Agents nor the Company (including its agents and representatives other than the Agents in their capacity
as such) will, directly or indirectly, make, use, prepare, authorize, approve or refer to any free writing prospectus relating
to the Shares to be sold by the Agents as agent hereunder or as principal hereunder and under any Terms Agreement.


 


(v)              
Transfer Agent. The Company shall maintain, at its sole expense, a registrar and transfer agent for the Common Stock.


 


(w)            
Blue Sky and Other Qualifications. The Company will use its commercially reasonable efforts, in cooperation
with the Agents, to qualify the Placement Shares for offering and sale, or to obtain an exemption for the Placement Shares to be
offered and sold, under the applicable securities laws of such states and other jurisdictions (domestic or foreign) as the Agents
may designate and to maintain such qualifications and exemptions in effect for so long as required for the distribution of the
Placement Shares (but in no event for less than one year from the date of this Agreement); provided, however, that the Company
shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer
in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business
in any jurisdiction in which it is not otherwise so subject. In each jurisdiction in which the Placement Shares have been so qualified
or exempt, the Company will file such statements and reports as may be required by the laws of such jurisdiction to continue such
qualification or exemption, as the case may be, in effect for so long as required for the distribution of the Placement Shares
(but in no event for less than one year from the date of this Agreement).


 






    	 	27	 



     


    

 


8.                 
Representations and Covenants of the Agents. Each Agent represents and warrants solely as itself that it is duly
registered as a broker-dealer under FINRA, the Exchange Act and the applicable statutes and regulations of each state in which
the Placement Shares will be offered and sold, except such states in which such Agent is exempt from registration or such registration
is not otherwise required. The Agent shall continue, for the term of this Agreement, to be duly registered as a broker-dealer under
FINRA, the Exchange Act and the applicable statutes and regulations of each state in which the Placement Shares will be offered
and sold, except in such states in which such Agent is exempt from registration or such registration is not otherwise required,
during the terms of this Agreement. The Agent will comply with all applicable laws and regulations in connection with the sale
of Placement Shares pursuant to this Agreement and any Terms Agreement, including, but not limited to, Regulation M under the Exchange
Act.


 


9.                 
Conditions to the Agent’s Obligations. The obligations of the Agents hereunder
with respect to a Placement in any Agency Transaction, and the obligations of the Agents with respect to a Principal Transaction
pursuant to any Terms Agreement and this Agreement, will in each case be subject to the continuing accuracy and completeness of
the representations and warranties made by the Company herein, to the due performance by the Company of its obligations hereunder
and under any Terms Agreement, as applicable, to the completion by the Agents of a due diligence review satisfactory to each such
Agent in its reasonable judgment, and to the continuing satisfaction (or waiver by each such Agent in its sole discretion) of the
following additional conditions:


 


(a)              
Registration Statement Effective. The Registration Statement shall be effective and shall be available for the offer
and sale of all Placement Shares that have been issued or are contemplated to be issued pursuant to all Placement Notices that
have been delivered to the Designated Agent by the Company and all Terms Agreements that have been executed by the Parties.


 


(b)              
Prospectus Supplement. The Company shall have filed with the Commission the Prospectus Supplement pursuant to Rule
497 or Rule 424(b) under the Securities Act, as applicable, not later than the Commission’s close of business on the second
Business Day following the date of this Agreement.


 


(c)              
No Material Notices. None of the following events shall have occurred and be continuing: (i) receipt by the Company
of any request for additional information from the Commission or any other federal or state governmental authority during the period
of effectiveness of the Registration Statement, the response to which would require any post-effective amendments or supplements
to the Registration Statement or the Prospectus; (ii) the issuance by the Commission or any other federal or state governmental
authority of any stop order suspending the effectiveness of the Registration Statement or other order preventing or suspending
the use of the Prospectus or the initiation of any proceedings for that purpose; (iii) receipt by the Company of any notification
with respect to the suspension of the qualification or exemption from qualification of any of the Placement Shares for sale in
any jurisdiction or the initiation or threatening of any proceeding for such purpose; or (iv) the occurrence of any event that
makes any material statement made in the Registration Statement or the Prospectus or any material document incorporated or deemed
to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in the Registration
Statement, related Prospectus or documents so that, in the case of the Registration Statement, it will not contain any materially
untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements
therein not misleading and, that in the case of the Prospectus, it will not contain any materially untrue statement of a material
fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light
of the circumstances under which they were made, not misleading.


 






    	 	28	 



     


    

 


(d)              
No Misstatement or Material Omission. The Agents shall not have advised the Company that the Registration Statement
or Prospectus, or any amendment or supplement thereto, contains an untrue statement of fact that in the Agents’ reasonable
opinion is material, or omits to state a fact that in the Agents’ opinion is material and is required to be stated therein
or is necessary to make the statements therein not misleading.


 


(e)              
Material Changes. Except as contemplated in the Prospectus, or disclosed in the Company’s reports filed with
the Commission, there shall not have been any material adverse change, on a consolidated basis, in the authorized capital stock
of the Company or any Material Adverse Effect, or any development that could reasonably be expected to cause a Material Adverse
Effect, or a downgrading in or withdrawal of the rating assigned to any of the Company’s securities by any rating organization
or a public announcement by any rating organization that it has under surveillance or review its rating of any of the Company’s
securities, the effect of which, in the case of any such action by a rating organization described above, in the reasonable judgment
of the Agents (without relieving the Company of any obligation or liability it may otherwise have), is so material as to make it
impracticable or inadvisable to proceed with the offering of the Shares on the terms and in the manner contemplated by this Agreement
or any Terms Agreement, as the case may be, and the Prospectus.


 


(f)               
Legal Opinion. The Agents shall have received the opinions and negative assurances required to be delivered pursuant
to Section 7(m) on or before the date on which such delivery of such opinions are required pursuant to Section 7(m).


 


(g)              
Comfort Letter. The Agents shall have received the Comfort Letter required to be delivered pursuant to Section
7(n) on or before the date on which such delivery of such Comfort Letter is required pursuant to Section 7(n).


 






    	 	29	 



     


    

 


(h)              
Representation Certificate. The Agents shall have received the certificate required to be delivered pursuant to Section
7(l) on or before the date on which delivery of such certificate is required pursuant to Section 7(l).


 


(i)                
No Suspension. Trading in the Common Stock shall not have been suspended on the Exchange and the Common Stock shall
not have been delisted from the Exchange.


 


(j)                
Other Materials. On each date on which the Company is required to deliver a certificate pursuant to Section 7(l),
the Company shall have furnished to the Agents such appropriate further information, certificates and documents as the Agents may
have reasonably requested. All such opinions, certificates, letters and other documents will be in compliance with the provisions
hereof. The Company shall have furnished the Agents with such conformed copies of such opinions, certificates, letters and other
documents as the Agents shall have reasonably requested.


 


(k)              
Securities Act Filings Made. All filings with the Commission required by Rule 497 or Rule 424(b) under the Securities
Act, as applicable, and Rule 433 under the Securities Act to have been filed prior to the issuance of any Placement Notice hereunder
or the Settlement Date with respect to any Principal Transaction under any Terms Agreement, as applicable shall have been made
within the applicable time period prescribed for such filing by Rule 497 or Rule 424(b) under the Securities Act, as applicable
(without reliance on Rule 424(b)(8) of the Securities Act), and Rule 433 under the Securities Act.


 


(l)                
Approval for Listing. The Placement Shares shall have been approved for listing on the Exchange, subject only to
notice of issuance.


 


(m)            
No Termination Event. There shall not have occurred any event that would permit the Agents to terminate this Agreement
pursuant to Section 12(a).


 


(n)              
FINRA. The Agents shall have received a letter from the Corporate Financing Department of FINRA confirming that such
department has determined to raise no objection with respect to the fairness or reasonableness of the terms and arrangements related
to the sale of the Shares pursuant to this Agreement and any Terms Agreement, as applicable.


 


(o)              
BDC Status. No action, suit, proceeding, inquiry or investigation shall have been instituted or threatened by the
Commission which would adversely affect the Company’s standing as a BDC under the Investment Company Act.


 


10.             
Indemnification and Contribution.


 


(a)              
Indemnification by the Company. The Company agrees to indemnify and hold harmless each Agent, its directors, officers,
members, partners, employees and agents and each Agent Affiliate, if any, as follows:


 






    	 	30	 



     


    

 


(i)       against
any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged
untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), or the omission or alleged
omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading,
or arising out of any untrue statement or alleged untrue statement of a material fact included in any “issuer free writing
prospectus” (as defined in Rule 433 under the Securities Act) or the Prospectus (or any amendment or supplement thereto),
or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light
of the circumstances under which they were made, not misleading;


 


(ii)       against
any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement
of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim
whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that any
such settlement is effected with the written consent of the Company, which consent shall not unreasonably be delayed or withheld;
and


 


(iii)       against
any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Agents), reasonably
incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental
agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such
alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided,
however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising
out of any untrue statement or omission, or alleged untrue statement or omission, made in reliance upon and in conformity with
information relating to the Agents that has been furnished in writing to the Company by the Agents expressly for inclusion in any
document described in clause (i) of this Section 10(a). This indemnity agreement will be in addition to any liability that
the Company might otherwise have.


 


(b)              
Indemnification by the Agents. Each Agent, severally and not jointly, agrees to indemnify and hold harmless the Company
and its directors and each officer of the Company who signed the Registration Statement, and each person, if any, who (i) controls
the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act or (ii) is controlled by or
is under common control with the Company against any and all losses, liabilities, claims, damages and expenses described in the
indemnity contained in Section 10(a), as and when incurred, but only with respect to untrue statements or omissions made
in the Registration Statement (or any amendment thereto), any “issuer free writing prospectus” (as defined in Rule
433 under the Securities Act) or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with
written information relating to such Agent that has been furnished to the Company by such Agent expressly for inclusion in any
document as described in clause (i) of Section 10(a).


 






    	 	31	 



     


    

 


(c)              
Procedure. Any indemnified party that proposes to assert the right to be indemnified under this Section 10
will, promptly after receipt of notice of commencement of any action against such party in respect of which a claim is to be made
against an indemnifying party or parties under this Section 10, notify each such indemnifying party of the commencement
of such action, enclosing a copy of all papers served, but the omission so to notify such indemnifying party will not relieve the
indemnifying party from (i) any liability that it might have to any indemnified party otherwise than under this Section 10
and (ii) any liability that it may have to any indemnified party under the foregoing provision of this Section 10 unless,
and only to the extent that, such omission results in the forfeiture of substantive rights or defenses by the indemnifying party.
If any such action is brought against any indemnified party and it notifies the indemnifying party of its commencement, the indemnifying
party will be entitled to participate in and, to the extent that it elects by delivering written notice to the indemnified party
promptly after receiving notice of the commencement of the action from the indemnified party, jointly with any other indemnifying
party similarly notified, to assume the defense of the action, with counsel reasonably satisfactory to the indemnified party, and
after notice from the indemnifying party to the indemnified party of its election to assume the defense, the indemnifying party
will not be liable to the indemnified party for any legal or other expenses except as provided below and except for the reasonable
costs of investigation subsequently incurred by the indemnified party in connection with the defense. The indemnified party will
have the right to employ its own counsel in any such action, but the fees, expenses and other charges of such counsel will be at
the expense of such indemnified party unless (1) the employment of counsel by the indemnified party has been authorized in writing
by the indemnifying party, (2) the indemnified party has reasonably concluded (based on advice of counsel to the indemnified party)
that there may be legal defenses available to it or other indemnified parties that are different from or in addition to those available
to the indemnifying party, (3) a conflict or potential conflict exists (based on advice of counsel to the indemnified party) between
the indemnified party and the indemnifying party (in which case the indemnifying party will not have the right to direct the defense
of such action on behalf of the indemnified party) or (4) the indemnifying party has not in fact employed counsel to assume the
defense of such action within a reasonable time after receiving notice of the commencement of the action, in each of which cases
the reasonable fees, disbursements and other charges of counsel will be at the expense of the indemnifying party or parties. It
is understood that the indemnifying party or parties shall not, in connection with any proceeding or related proceedings in the
same jurisdiction, be liable for the reasonable fees, disbursements and other charges of more than one separate firm admitted to
practice in such jurisdiction at any one time for all such indemnified party or parties. All such fees, disbursements and other
charges will be reimbursed by the indemnifying party promptly as they are incurred. An indemnifying party will not, in any event,
be liable for any settlement of any action or claim effected without its written consent. No indemnifying party shall, without
the prior written consent of each indemnified party, settle or compromise or consent to the entry of any judgment in any pending
or threatened claim, action or proceeding relating to the matters contemplated by this Section 10 (whether or not any indemnified
party is a party thereto), unless such settlement, compromise or consent (1) includes an unconditional release of each indemnified
party from all liability arising or that may arise out of such claim, action or proceeding and (2) does not include a statement
as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.


 






    	 	32	 



     


    




 


(d)              
Contribution. In order to provide for just and equitable contribution in circumstances in which the indemnification
provided for in the foregoing paragraphs of this Section 10 is applicable in accordance with its terms but for any reason
is held to be unavailable from the Company or the Agents, the Company and the Agents will contribute to the total losses, claims,
liabilities, expenses and damages (including any investigative, legal and other expenses reasonably incurred in connection with,
and any amount paid in settlement of, any action, suit or proceeding or any claim asserted) to which the Company and the Agents
may be subject in such proportion as shall be appropriate to reflect the relative benefits received by the Company on the one hand
and the Agents on the other. The relative benefits received by the Company on the one hand and the Agents on the other hand shall
be deemed to be in the same proportion as the total net proceeds from the sale of the Shares (net of commissions to the Agents
but before deducting expenses) received by the Company bear to the total compensation received by the Agents from the sale of Shares
on behalf of the Company. If, but only if, the allocation provided by the foregoing sentence is not permitted by applicable law,
the allocation of contribution shall be made in such proportion as is appropriate to reflect not only the relative benefits referred
to in the foregoing sentence but also the relative fault of the Company, on the one hand, and the Agents, on the other, with respect
to the statements or omission that resulted in such loss, claim, liability, expense or damage, or action in respect thereof, as
well as any other relevant equitable considerations with respect to such offering. Such relative fault shall be determined by reference
to, among other things, whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state
a material fact relates to information supplied by the Company or the Agents, the intent of the parties and their relative knowledge,
access to information and opportunity to correct or prevent such statement or omission. The Company and the Agents agree that it
would not be just and equitable if contributions pursuant to this Section 10(d) were to be determined by pro rata allocation
or by any other method of allocation that does not take into account the equitable considerations referred to herein. The amount
paid or payable by an indemnified party as a result of the loss, claim, liability, expense, or damage, or action in respect thereof,
referred to above in this Section 10(d) shall be deemed to include, for the purpose of this Section 10(d), any legal
or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or
claim to the extent consistent with Section 10(c) hereof. Notwithstanding the foregoing provisions of this Section 10(d),
no Agent shall be required to contribute any amount in excess of the commissions received by it under this Agreement and no person
found guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution
from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 10(d), any person
who controls a party to this Agreement within the meaning of the Securities Act, and any officers, directors, members, partners,
employees or agents of the Agents, will have the same rights to contribution as that party, and each officer of the Company who
signed the Registration Statement will have the same rights to contribution as the Company, subject in each case to the provisions
hereof. Any party entitled to contribution, promptly after receipt of notice of commencement of any action against such party in
respect of which a claim for contribution may be made under this Section 10(d), will notify any such party or parties from
whom contribution may be sought, but the omission to so notify will not relieve that party or parties from whom contribution may
be sought from any other obligation it or they may have under this Section 10(d) except to the extent that the failure to
so notify such other party materially prejudiced the substantive rights or defenses of the party from whom contribution is sought.
Except for a settlement entered into pursuant to the last sentence of Section 10(c) hereof, no party will be liable for
contribution with respect to any action or claim settled without its written consent if such consent is required pursuant to Section
10(c) hereof.


 






    	 	33	 



     


    

 


11.             
Representations and Agreements to Survive Delivery. The indemnity and contribution
agreements contained in Section 10 of this Agreement and all representations and warranties of the Company herein or in
certificates delivered pursuant hereto shall survive, as of their respective dates, regardless of (i) any investigation made by
or on behalf of the Agents, any controlling persons, or the Company (or any of their respective officers, directors or controlling
persons), (ii) delivery and acceptance of the Placement Shares and payment therefor or (iii) any termination of this Agreement.


 


12.             
Termination. 


 


(a)              
The Agents shall have the right, by giving notice as hereinafter specified in Section 13, at any time to terminate
this Agreement and/or any Terms Agreement (including at any time at or prior to the Settlement Date with respect to the Shares
to be sold under such Terms Agreement) if: (i) any Material Adverse Effect, or any development that has actually occurred and that
would reasonably be expected to result in a Material Adverse Effect, has occurred that, in the reasonable judgment of the Agents,
may materially impair the ability of the Agents to sell the Shares hereunder or as contemplated in any Terms Agreement or the Prospectus;
(ii) there has occurred any (A) material adverse change in the financial markets in the United States or the international financial
markets, (B) outbreak of hostilities or escalation thereof or other calamity or crisis or (C) change or development involving a
prospective change in national or international political, financial or economic conditions, in each case the effect of which,
in the reasonable judgment of the Agents, may materially impair the ability of the Agents to sell the Shares hereunder or as contemplated
in any Terms Agreement or the Prospectus; (iii) trading in the Common Stock has been suspended or limited by the Commission or
the Exchange, or if trading generally on the Exchange has been suspended or limited (including automatic halt in trading pursuant
to market-decline triggers other than those in which solely program trading is temporarily halted), or minimum prices for trading
have been fixed on the Exchange; (iv) any suspension of trading of any securities of the Company on any exchange or in the over-the-counter
market shall have occurred and be continuing; (v) a major disruption of securities settlements or clearance services in the United
States shall have occurred and be continuing; or (vi) a banking moratorium has been declared by either U.S. Federal or New York
authorities. Any such termination pursuant to this Section 12(a) shall be without liability of any party to any other party,
except that the provisions of Section 7(f) (Expenses), Section 10 (Indemnification), Section 11 (Survival
of Representations), Section 12(f), Section 17 (Applicable Law; Consent to Jurisdiction) and Section 18 (Waiver
of Jury Trial) hereof shall remain in full force and effect notwithstanding such termination.


 






    	 	34	 



     


    

 


(b)              
The Company shall have the right, by giving five (5) days notice as hereinafter specified in Section 13, to terminate
this Agreement or any Terms Agreement (unless such Terms Agreement provides otherwise) in its sole discretion at any time after
the date of this Agreement or any Terms Agreement. Any such termination shall be without liability of any party to any other party,
except that the provisions of Section 7(f), Section 10, Section 11, Section 12(f), Section 17
and Section 18 hereof shall remain in full force and effect notwithstanding such termination.


 


(c)              
The Agents shall have the right, by giving five (5) days notice as hereinafter specified in Section 13, to terminate
this Agreement in its sole discretion at any time after the date of this Agreement. Any such termination shall be without liability
of any party to any other party except that the provisions of Section 7(f), Section 10, Section 11, Section
12(f), Section 17 and Section 18 hereof shall remain in full force and effect notwithstanding such termination.


 


(d)              
Unless earlier terminated pursuant to this Section 12, this Agreement shall automatically terminate upon the issuance
and sale of all of the Shares to or through the Agents on the terms and subject to the conditions set forth herein and any Terms
Agreement; provided that the provisions of Section 7(f), Section 10, Section 11, Section 12(f),
Section 17 and Section 18 hereof shall remain in full force and effect notwithstanding such termination.


 


(e)              
This Agreement shall remain in full force and effect unless terminated pursuant to Sections 12(a), (b), (c),
or (d) above or otherwise by mutual agreement of the Parties; provided, however, that any such termination by mutual
agreement shall in all cases be deemed to provide that Section 7(f), Section 10, Section 11, Section 12(f),
Section 17 and Section 18 shall remain in full force and effect.


 


(f)               
Any termination of this Agreement or any Terms Agreement shall be effective on the date specified in such notice of termination;
provided, however, that such termination shall not be effective until the close of business on the date of receipt
of such notice by the Agents or the Company, as the case may be. If such termination, other than a termination of any Terms Agreement
pursuant to Section 12(a) above, shall occur prior to the Settlement Date for any sale of Shares, such termination shall
not become effective until the close of business on such Settlement Date and such Shares shall settle in accordance with the provisions
of this Agreement (it being hereby acknowledged and agreed that a termination of any Terms Agreement pursuant to Section 12(a)
above shall become effective in accordance with the first sentence of this Section 12(f) and shall relieve the Parties of
their respective obligations under such Terms Agreement, including, without limitation, with respect to the settlement of the Shares
subject to such Terms Agreement).


 






    	 	35	 



     


    

 


13.          Notices.


 


All notices or other
communications required or permitted to be given by any party to any other party pursuant to the terms of this Agreement or any
Terms Agreement shall be in writing, unless otherwise specified, and if sent to BTIG, shall be delivered to


 


BTIG, LLC


600 Montgomery Street, 6th
Floor


San Francisco, CA 94111


Attention:
Equity Capital Markets


Email: BTIGUSATMTrading@btig.com


 


with copies (which shall
not constitute notice) to:


 


BTIG, LLC


600 Montgomery
Street, 6th Floor


San Francisco,
CA 94111


Attention:
General Counsel and Chief Compliance Officer


Email: BTIGcompliance@btig.com


legal@btig.com


 


and if to JMP:


 


JMP Securities LLC


600 Montgomery Street,
11th Floor


San Francisco, CA 94111


Attention: Walter Conroy,
Chief Legal Officer


Email: wconroy@jmpg.com


 


and if to Ladenburg:


 


Ladenburg Thalmann &
Co., Inc.


277 Park Avenue, 26th
Floor


New York, NY 10172


Attention:
Equity Syndicate Desk (with a copy to the legal department)


Email: skaplan@ladenburg.com


 


and, in each case:


 


Blank Rome
LLP


1271 Avenue
of the Americas


New York,
NY 10020


Attention:
Brad L. Shiffman


Email: bshiffman@blankrome.com


  


and if to the Company,
shall be delivered to:


 


SuRo Capital
Corp.


One Sansome Street,
Suite 730

San Francisco, CA 94104


Attention:


 






    	 	36	 



     


    

 


Mark D. Klein


Email: mklein@surocap.com


 


Allison Green


Email: agreen@surocap.com


 


with a copy (which shall
not constitute notice) to:


 


Eversheds
Sutherland (US) LLP


700 Sixth
Street


Washington,
DC 20001


Attention:
Payam Siadatpour, Esq.


Email: payamsiadatpour@eversheds-sutherland.com


 


Each party may change
such address for notices by sending to the other party to this Agreement written notice of a new address for such purpose. Each
such notice or other communication shall be deemed given (i) when delivered personally or by verifiable facsimile transmission
(with an original to follow) on or before 4:30 p.m., New York City time, on a Business Day or, if such day is not a Business Day,
on the next succeeding Business Day, (ii) on the next Business Day after timely delivery to a nationally-recognized overnight courier
and (iii) on the Business Day actually received if deposited in the U.S. mail (certified or registered mail, return receipt requested,
postage prepaid). For purposes of this Agreement, “Business Day” shall mean any day on which the Exchange
and commercial banks in the City of New York are open for business.


 


An electronic communication
(“Electronic Notice”) shall be deemed written notice for purposes of this Section 13 if sent to
the electronic mail address specified by the receiving party under separate cover. Electronic Notice shall be deemed received at
the time the party sending Electronic Notice receives confirmation of receipt by the receiving party (other than pursuant to auto-reply).
Any party receiving Electronic Notice may request and shall be entitled to receive the notice on paper, in a nonelectronic form
(“Nonelectronic Notice”) which shall be sent to the requesting party within ten (10) days of receipt
of the written request for Nonelectronic Notice.


 


14.             
Successors and Assigns. This Agreement and any Terms Agreement shall inure to the benefit
of and be binding upon the Company and the Agents and their respective successors and permitted assigns and, as to Sections
5(b) and 10, the other indemnified parties specified therein. References to any of the Parties contained in this Agreement
shall be deemed to include the successors and permitted assigns of such party. Nothing in this Agreement or any Terms Agreement,
express or implied, is intended to confer upon any other person any rights, remedies, obligations or liabilities under or by reason
of this Agreement or any Terms Agreement, except as expressly provided in this Agreement or any Terms Agreement. Neither party
may assign its rights or obligations under this Agreement or any Terms Agreement without the prior written consent of the other
party; provided, however, that an Agent may assign its rights and obligations hereunder or under any Terms Agreement to
such Agent without obtaining the Company’s consent and an Agent may assign its obligations under a Terms Agreement to another
Agent or an Affiliate of another Agent without obtaining the Company’s consent.


 






    	 	37	 



     


    

 


15.             
Adjustments for Stock Splits. The Parties acknowledge and agree that all share-related
numbers contained in this Agreement and any Terms Agreement shall be adjusted to take into account any stock split, stock dividend
or similar event effected with respect to the Common Stock.


 


16.             
Entire Agreement; Amendment; Severability. This Agreement (including all schedules
and exhibits attached hereto and Placement Notices and Terms Agreements issued pursuant hereto) constitutes the entire agreement
and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the Parties with regard
to the subject matter hereof. Neither this Agreement nor any term hereof or any Terms Agreement may be amended except pursuant
to a written instrument executed by the Company and the Designated Agent. In the event that any one or more of the terms or provisions
contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable as written by a court
of competent jurisdiction, then such provision shall be given full force and effect to the fullest possible extent that it is valid,
legal and enforceable, and the remainder of the terms and provisions herein shall be construed as if such invalid, illegal or unenforceable
term or provision was not contained herein, but only to the extent that giving effect to such term or provision and the remainder
of the terms and provisions hereof shall be in accordance with the intent of the Parties as reflected in this Agreement.


 


17.             
GOVERNING LAW AND TIME; WAIVER OF JURY TRIAL. THIS AGREEMENT AND ANY TERMS AGREEMENT
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS
OF LAWS. SPECIFIED TIMES OF DAY REFER TO NEW YORK CITY TIME. THE COMPANY AND THE AGENTS EACH HEREBY IRREVOCABLY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING
TO THIS AGREEMENT OR ANY TERMS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.


 


18.             
CONSENT TO JURISDICTION. EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE
JURISDICTION OF THE STATE AND FEDERAL COURTS SITTING IN THE CITY OF NEW YORK, BOROUGH OF MANHATTAN, FOR THE ADJUDICATION OF ANY
DISPUTE HEREUNDER OR ANY TERMS AGREEMENT OR IN CONNECTION WITH ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY, AND HEREBY IRREVOCABLY
WAIVES, AND AGREES NOT TO ASSERT IN ANY SUIT, ACTION OR PROCEEDING, ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION
OF ANY SUCH COURT, THAT SUCH SUIT, ACTION OR PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM OR THAT THE VENUE OF SUCH SUIT, ACTION
OR PROCEEDING IS IMPROPER. EACH PARTY HEREBY IRREVOCABLY WAIVES PERSONAL SERVICE OF PROCESS AND CONSENTS TO PROCESS BEING SERVED
IN ANY SUCH SUIT, ACTION OR PROCEEDING BY MAILING A COPY THEREOF (CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED) TO SUCH
PARTY AT THE ADDRESS IN EFFECT FOR NOTICES TO IT UNDER THIS AGREEMENT AND ANY TERMS AGREEMENT AND AGREES THAT SUCH SERVICE SHALL
CONSTITUTE GOOD AND SUFFICIENT SERVICE OF PROCESS AND NOTICE THEREOF. NOTHING CONTAINED HEREIN SHALL BE DEEMED TO LIMIT IN ANY
WAY ANY RIGHT TO SERVE PROCESS IN ANY MANNER PERMITTED BY LAW.


 






    	 	38	 



     


    

 


19.             
Absence of Fiduciary Relationship. The Company acknowledges and agrees that:


 


(a)              
Each Agent is acting separately and not jointly with the other Agents and solely as agent in connection with the sale of
the Shares in an Agency Transaction contemplated by this Agreement and the process leading to such transactions, and no fiduciary
or advisory relationship between the Company or any of its respective affiliates, stockholders (or other equity holders), creditors
or employees or any other party, on the one hand, and the Agents, on the other hand, has been or will be created in respect of
any of the transactions contemplated by this Agreement or any Terms Agreement, irrespective of whether an Agent has advised or
is advising the Company on other matters, and the Agents have no obligation to the Company with respect to the transactions contemplated
by this Agreement or any Terms Agreement, except the obligations expressly set forth in this Agreement and any Terms Agreement;


 


(b)              
the Company is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of
the transactions contemplated by this Agreement;


 


(c)              
 the Agents have not provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated
by this Agreement or any Terms Agreement, and the Company has consulted its own legal, accounting, regulatory and tax advisors
to the extent it has deemed appropriate;


 


(d)              
the Company is aware that the Agents and their respective Affiliates are engaged in a broad range of transactions which
may involve interests that differ from those of the Company, and the Agents have no obligation to disclose such interests and transactions
to the Company by virtue of any fiduciary, advisory or agency relationship or otherwise; and


 


(e)              
the Company waives, to the fullest extent permitted by law, any claims it may have against the Agents for breach of fiduciary
duty or alleged breach of fiduciary duty and agrees that the Agents shall have no liability (whether direct or indirect, in contract,
tort or otherwise) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on
behalf of or in right of the Company, including stockholders, partners, employees or creditors of the Company.


 


20.             
Effect of Headings; Knowledge of the Company. The section and Exhibit headings herein
are for convenience only and shall not affect the construction hereof. All references in this Agreement and any Terms Agreement
to the “knowledge of the Company” or the “Company’s knowledge” or similar qualifiers shall mean the
actual knowledge of the directors and officers of the Company, after due inquiry.


 


21.             
Counterparts. This Agreement and any Terms Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
Delivery of an executed Agreement or Terms Agreement by one party to the other may be made by facsimile or electronic transmission.


 


 


[Signature
Page Follows]


 




    	 	39	 



     


    


 


 


If the foregoing correctly
sets forth the understanding between the Company and the Agents, please so indicate in the space provided below for that purpose,
whereupon this letter shall constitute a binding agreement between the Company and the Agents.


 


	 	Very truly yours,
	 	 	 
	 	 	 
	 	SURO CAPITAL CORP.
	 	 	 
	 	 	 
	 	By: 	/s/ Mark Klein
	 	Name: Mark Klein
	 	Title: Chief Executive Officer
	 	 	 
	 	ACCEPTED as of the date first-above written:
	 	 	 
	 	BTIG, LLC
	 	 
	 	 	 
	 	By: 	/s/ Dennis King
	 	Name: Dennis King
	 	Title: Managing Director
	 	 	 
	 	 	 
	 	JMP SECURITIES LLC
	 	 	 
	 	 	 
	 	By: 	/s/ Jorge Solares-Parkhurst
	 	Name: Jorge Solares-Parkhurst
	 	Title: Managing Director
	 	 	 
	 	 	 
	 	LADENBURG THALMANN & CO., INC.
	 	 
	 	 	 
	 	By: 	/s/ Steven Kaplan
	 	Name: Steven Kaplan
	 	Title: Head of Capital Markets



 


 


 






    	 	40	 



     


    




 


SCHEDULE 1


 


FORM OF PLACEMENT NOTICE


 


	From:	[	]	 
	Cc:	[	]	 
	To:	[	]	 
	Subject:	Placement Notice	 	 



 


Gentlemen:


 


Pursuant to the terms
and subject to the conditions contained in the Sales Agreement between SuRo Capital Corp. (the “Company”),
and BTIG, LLC, JMP Securities LLC and Ladenburg Thalmann & Co., Inc. (collectively, the “Agents”)
dated July 29, 2020 (the “Agreement”), I hereby request on behalf of the Company that [Designated Agent]
sell up to [[___] shares] [$[___] worth of shares] of the Company’s common stock, par value $0.01 per share, subject to the
Maximum Amount (the “Shares”), at market prices not lower than $[____] per share, during the time period
beginning [month, day, time] and ending [month, day, time].


 


[The Company may include
such other sales parameters as it deems appropriate, subject to the terms and conditions of the Agreement.]


 


Terms used herein and
not defined herein have the meanings ascribed to them in the Agreement.


 



    SCHEDULE 1


     


    

 


 


 


SCHEDULE 2


 


COMPENSATION


 


The Designated Agent
shall be paid compensation equal to two percent (2.0%) of the gross proceeds from the sales of Shares pursuant to the terms of
this Agreement.


 


 


 




    SCHEDULE 2


     


    


 


SCHEDULE 3


 


 


 


 


 




    SCHEDULE 3


     


    


SCHEDULE 4


 


SIGNIFICANT SUBSIDIARY


 


SPBRX, INC. (f/k/a GSV Sustainability Partners, Inc.)


 


 




    SCHEDULE 4


     


    


 


Exhibit 7(l)


 


OFFICER’S CERTIFICATE


 


 




    Exhibit 7(l)


     


    


Exhibit 7(m)


 


Form of Opinion of Company Counsel