exh10_2.htm


     

    
      

      

    

    Exhibit
10.2

    
 

    
      Execution Version




     

    REGISTRATION
RIGHTS AGREEMENT

     

    THIS
REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as
of August 17, 2009, among Prospect Capital Corporation, a Maryland
corporation (the "Corporation"), and
the persons identified on the signature page hereof (referred to collectively
herein as the "Purchasers" and each
individually as a "Purchaser").

     

    R E C I T A L S:

     

    WHEREAS,
this Agreement is made pursuant to the Stock Purchase Agreement (the "Stock Purchase
Agreement"), dated as of August 17, 2009, by and among the Corporation
and certain Purchasers of Shares; and

     

    WHEREAS,
in connection with the consummation of the transactions contemplated by the
Stock Purchase Agreement, the parties desire to enter into this Agreement in
order to grant certain registration rights to the Purchasers as set forth
below.

     

    NOW,
THEREFORE, in consideration of the foregoing premises and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

     

    SECTION
1.

     

    GENERAL

     

    1.1 Definitions.  As
used in this Agreement, the following terms shall have the following respective
meanings:

     

    "Affiliate" of any
particular Person means any other Person controlling, controlled by or under
common control with such particular Person or entity.

     

    "Closing Date" means
the date on which the closing of the transactions contemplated by the Stock
Purchase Agreement occurs.

     

    "Common Stock" means
shares of common stock, $0.001 par value per share, of the
Corporation.

     

    "Exchange Act" means
the Securities Exchange Act of 1934, as amended, or similar federal statute, and
the rules and regulations of the Commission thereunder, all as the same shall be
in effect at the time.

     

    "Form N-2" means such
form under the Securities Act as in effect on the date hereof or any successor
or similar registration form under the Securities Act subsequently adopted by
the SEC to be used by all closed-end management investment companies, except
small business investment companies licensed as such by the United States Small
Business Administration, for filing: (1) an initial registration statement under
Section 8(b) of the Investment Company Act of 1940 and any amendment to it; (2)
a registration statement under the Securities Act and any amendment to it; or
(3) any combination of these filings.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    "Holder" means any
Purchaser who holds Registrable Securities and any holder of Registrable
Securities to whom the registration rights conferred by this Agreement have been
transferred in compliance with Section 2.8
hereof.

     

    "Mandatory Registration
Statement" shall have the meaning ascribed to it in Section 2.1
hereof.

     

    "Person" means any
individual, corporation, partnership, joint venture, limited liability company,
business trust, joint stock company, trust or unincorporated organization or any
government or any agency or political subdivision thereof.

     

    "Register," "registered," and
"registration"
shall refer to a registration effected by preparing and filing a registration
statement in compliance with the Securities Act and applicable rules and
regulations thereunder, and the declaration or ordering of effectiveness of such
registration statement.

     

    "Registrable
Securities" means (a) the Shares; and (b) any Common Stock
issued as (or issuable upon the conversion or exercise of any warrant, right,
preferred stock or other security which is issued as) a dividend or other
distribution with respect to, or in exchange for or in replacement of the Shares
held by the Holders; provided, however, that
Registrable Securities shall not include any shares of Common Stock (i) which
have been sold to the public by a Holder either pursuant to a registration
statement or Rule 144 under the Securities Act; (ii) which have been sold in a
private transaction in which the transferor's rights under this Agreement are
not assigned in compliance with the terms of this Agreement; or (iii) which may
be sold by the Holder in question pursuant to Rule 144 without volume
restrictions or public information requirements.

     

    "Registrable Securities then
outstanding" shall be the number of shares determined by calculating the
total number of shares of Common Stock that are Registrable Securities issued
and outstanding.

     

    "Registration
Expenses" shall mean all expenses incurred by the Corporation in
effecting any registration pursuant to this Agreement (including any Mandatory
Registration Statement or Shelf Registration), including, without limitation,
all registration and filing fees, printing expenses, fees and disbursements of
counsel for the Corporation, blue sky fees and expenses, and expenses of the
Corporation's independent accountants in connection with any regular or special
reviews or audits incident to or required by any such registration, and any
other Persons retained by the Corporation and the compensation of regular
employees of the Corporation, which shall be paid in any event by the
Corporation, but shall not include Selling Expenses.

     

    "SEC" or "Commission" means the
Securities and Exchange Commission and any successor agency.

     

     

    
      
        
        

      

      
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    "Securities Act" shall
mean the Securities Act of 1933, as amended, or similar federal statute, and the
rules and regulations of the Commission thereunder, all as the same shall be in
effect at the time.

     

    "Selling Expenses"
shall mean all underwriting discounts, selling commissions, fees of
underwriters, selling brokers, dealer managers and similar securities industry
professionals and stock transfer taxes applicable to the sale of Registrable
Securities and fees and disbursements of counsel for any Holder.

     

    "Shares" mean shares
of Common Stock issued by the Corporation to the Purchasers pursuant to the
Stock Purchase Agreement.

     

    "Shelf Registration"
shall have the meaning ascribed to it in Section 2.1
hereof.

     

    "Shelf Termination
Date" shall have the meaning ascribed to it in Section 2.1
hereof.

     

    "Trading Day" means a
day on which the principal securities exchange or automated quotation system,
upon which the Registrable Securities are then listed for public trading, shall
be open for business.

     

    "Violation" shall have
the meaning ascribed to it in Section 2.7(a)
hereof.

     

    SECTION
2.

     

    REGISTRATION

     

    2.1 Shelf
Registration.

     

    2.1.1 In
accordance with the requirements of Section 2.3 below,
the Corporation shall use its reasonable best efforts to file with the SEC
within sixty (60) days after the date hereof (the "Filing Deadline"),
and to cause to be declared effective by the SEC within one hundred twenty (120)
days after the date hereof (the "Effectiveness
Deadline"), a post-effective amendment to the registration statement on
Form N-2 No. 333-143819, currently on file with the Commission as of the date
hereof, and/or a successor registration statement on Form N-2 in accordance with
and pursuant to Rule 415 promulgated under the Securities Act (or any successor
rule then in effect) (a "Shelf Registration")
with respect to the resale from time to time, whether underwritten or otherwise,
of the Registrable Securities by the Holders thereof.  The Corporation
shall also use its reasonable best efforts, once such post-effective amendment
or successor registration statement becomes effective, to maintain the
effectiveness of the registration effected pursuant to this Section 2.1 and keep
such registration statement free of any material misstatements or omissions at
all times, subject only to the limitations on effectiveness set forth
below.  The registration statement contemplated by this Section 2.1 is
referred to herein as the "Mandatory Registration
Statement."  The Corporation shall use its reasonable best
efforts to cause the Mandatory Registration Statement to remain effective until
such date (the "Shelf
Termination Date") as is the earlier of (i) the date on which all
Registrable Securities included in the registration statement shall have been
sold or shall have otherwise ceased to be Registrable Securities and
(ii) the date on which all remaining Registrable Securities may be sold
pursuant to Rule 144 without volume restrictions or public information
requirements.  The Corporation's efforts to maintain the effectiveness
of the Mandatory Registration Statement shall include filing periodic prospectus
supplements or post-effective amendments until the Shelf Termination Date to
update the financial statements contained in such registration statement in
accordance with Regulation S-X promulgated under the Securities Act and to
update the names and other information regarding the Holders contained in such
registration statement in accordance with the Securities Act.  In no
event shall a Holder be required to be named as an "underwriter" in a
registration statement without such Holder's prior written consent.

     

     

    
      
        
        

      

      
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                    2.1.2 If: (i)
the Mandatory Registration Statement is not filed on or prior to the Filing
Deadline, or (ii) the Corporation fails to file with the Commission a request
for acceleration in accordance with Rule 461 promulgated under the Securities
Act, within five Trading Days of the date that the Corporation is notified
(orally or in writing, whichever is earlier) by the Commission that the
Mandatory Registration Statement will not be "reviewed," or not subject to
further review, or (iii) the Mandatory Registration Statement filed or required
to be filed hereunder is not declared effective by the Commission by its
Effectiveness Deadline, or (iv) in the event that, after the Effectiveness
Deadline, the Registrable Securities have not been listed on the Trading Markets
(as defined below), or (v) after the Effectiveness Deadline, the Mandatory
Registration Statement ceases for any reason to remain continuously effective as
to all Registrable Securities for which it is required to be effective, or the
Holders are otherwise not permitted to utilize the prospectus therein to resell
such Registrable Securities for more than 14 consecutive calendar days or more
than an aggregate of 20 calendar days during any 12-month period (which need not
be consecutive calendar days) (any such failure or breach being referred to as
an "Event", and
for purposes of clause (i), (iii) or (iv) the date on which such Event occurs,
or for purposes of clause (ii) the date on which such five Trading Day period is
exceeded, or for purposes of clause (v) the date on which such 14 or 20 calendar
day period, as applicable, is exceeded being referred to as "Event Date"), then in
addition to any other rights the Holders may have hereunder or under applicable
law, on each such Event Date and on each monthly anniversary of each such Event
Date (if the applicable Event shall not have been cured by such date) until the
applicable Event is cured or such Holder no longer owns Registrable Securities,
the Corporation shall pay to each Holder an amount in cash, as partial
liquidated damages and not as a penalty, equal to 1% of the aggregate purchase
price paid by such Holder for any Registrable Securities then held by such
Holder.  The parties agree that (1) in no event will the Corporation
be liable in any 30-day period for liquidated damages under this Agreement in
excess of 1% of the aggregate purchase price paid by the Holders and (2) the
maximum aggregate liquidated damages payable to a Holder under this Agreement
shall be eighteen percent (18%) of the aggregate purchase price paid or
aggregate number of Shares purchased (or combination thereof) by such Holder. If
the Corporation fails to pay any partial liquidated damages pursuant to this
Section in full within seven days after the date payable, the Corporation will
pay interest thereon at a rate of 18% per annum (or such lesser maximum amount
that is permitted to be paid by applicable law) to the Holder, accruing daily
from the date such partial liquidated damages are due until such amounts, plus
all such interest thereon, are paid in full. The partial liquidated damages
pursuant to the terms hereof shall apply on a daily pro-rata basis for any
portion of a month prior to the cure of an Event.

     

     

    
      
        
        

      

      
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    2.2 Expenses of
Registration.  All reasonable Registration Expenses incurred in
connection with any registration hereunder shall be borne by the
Corporation.  All Selling Expenses incurred in connection with any
registrations hereunder, shall be borne by the Holders of the Registrable
Securities so registered pro rata on the basis of the number of shares so
registered.

     

    2.3 Additional Obligations of
the Corporation.  The Corporation shall:

     

    (a) At least
three (3) Trading Days before filing the Mandatory Registration Statement,
furnish to the counsel selected by the Holders of a majority of the Registrable
Securities covered by such registration statement copies of all such documents
proposed to be filed, and the Corporation shall in good faith consider any
reasonable comments of such counsel received prior to filing.

     

    (b) Promptly
notify the Holders when the Mandatory Registration Statement is declared
effective by the Commission.  The Corporation shall respond as
promptly as reasonably practicable to any comments received from the Commission
with respect to the registration statement or any amendments thereto and shall
furnish to the Holders, upon request, any comments of the Commission staff
regarding the Holders.  The Corporation shall promptly file with the
Commission a request for acceleration of effectiveness in accordance with Rule
461 promulgated under the Securities Act after the Corporation concludes that
the staff of the Commission has no further comments on the filing.

     

    (c) Furnish
to the Purchasers and Holders such number of copies of a prospectus, including a
preliminary prospectus, in conformity with the requirements of the Securities
Act, and such other documents as they may reasonably request in order to
facilitate the disposition of Registrable Securities owned by them.

     

    (d) Use its
reasonable best efforts to register and qualify the securities covered by such
registration statement under such other securities or Blue Sky laws of such U.S.
jurisdictions as shall be reasonably requested by the Holders unless an
exemption from registration and qualification exists; provided that the
Corporation shall not be required in connection therewith or as a condition
thereto to qualify to do business, file a general consent to service of process
or subject itself to general taxation in any such states or
jurisdictions.

     

    (e) In the
event of any underwritten public offering, enter into and perform its
obligations under an underwriting agreement, in usual and customary form, with
the managing underwriter(s) of such offering, so long as each Purchaser and/or
Holder participating in such underwriting also enters into and performs its
obligations under such an agreement.

     

    (f) Promptly
notify each Purchaser who holds, and each Holder of Registrable Securities
covered by the registration statement at any time when a prospectus relating
thereto is required to be delivered under the Securities Act of the happening of
any event as a result of which the prospectus included in such registration
statement, as then in effect, includes an untrue statement of a material fact or
omits to state a material fact required to be stated therein or necessary to
make the statements therein not misleading in light of the circumstances then
existing (provided that in no event shall such notice contain any material,
non-public information regarding the Corporation) and, when such state of facts
no longer exists whether due to passage of time or filing of supplemental
disclosure by the Corporation, the Corporation shall promptly furnish to each
such Holder a reasonable number of copies of any supplement or amendment to such
prospectus filed by the Corporation.

     

     

    
      
        
        

      

      
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    (g) Use its
reasonable best efforts to (i) prevent the issuance of any stop order or
other suspension of effectiveness of such registration statement, or the
suspension of the qualification of any of the Registrable Securities for sale in
any jurisdiction in the United States, and (ii) in the event of the
issuance of any stop order suspending the effectiveness of such registration
statement, or any order suspending or preventing the use of any related
prospectus or suspending the qualification of any equity securities included in
such registration statement for sale in any jurisdiction, the Corporation shall
use its reasonable best efforts promptly to obtain the withdrawal of such
order.

     

    (h) Use its
reasonable best efforts to cause all Shares to be listed on each securities
exchange (including, if applicable, the NASDAQ Global Select Stock Market) on
which similar securities issued by the Corporation are then listed
(collectively, the "Trading Markets"),
including, without limitation, the filing of any required additional listing
applications.

     

    (i) Use its
reasonable best efforts to cooperate with the Holders who hold Registrable
Securities being offered and, to the extent applicable, facilitate the timely
preparation and delivery of certificates (not bearing any restrictive legend)
representing the Registrable Securities sold pursuant to the Mandatory
Registration Statement and enable such certificates to be in such denominations
or amounts, as the case may be, as the Holders may reasonably request and,
registered in such names as the Holders may request.

     

    (j) Provide
and cause to be maintained a registrar and transfer agent for all Registrable
Securities covered by any registration statement from and after a date not later
than the effective date of such registration statement.

     

    (k) Not, nor
shall any subsidiary or affiliate thereof, identify any Purchaser as an
underwriter in any public disclosure or filing with the SEC or the NASDAQ Stock
Market or any other securities exchange or market without the consent of such
Purchaser except as required by law.

     

    2.4 Suspension of
Sales.  Upon receipt of written notice from the Corporation
that the Mandatory Registration Statement or a prospectus relating thereto
contains an untrue statement of a material fact or omits to state a material
fact required to be stated therein or necessary to make the statements therein
not misleading (a "Misstatement"), each
Holder of Registrable Securities shall forthwith discontinue disposition of
Registrable Securities until such Purchaser and/or Holder has received copies of
the supplemented or amended prospectus that corrects such Misstatement, or until
such is advised in writing by the Corporation that the use of the prospectus may
be resumed, and, if so directed by the Corporation, such Holder shall deliver to
the Corporation all copies, other than permanent file copies then in such
Purchaser's or Holder's possession, of the prospectus covering such Registrable
Securities current at the time of receipt of such notice.  The total
number of days that any such suspension may be in effect in any three
hundred-sixty-five (365) day period shall not exceed 90 days.

     

     

    
      
        
        

      

      
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    2.5 Termination of Registration
Rights.  A Holder's registration rights, including any right to
payment under Section
2.1.2, shall expire if all Registrable Securities held by such Holder may
be sold pursuant to Rule 144 without volume restrictions or public information
requirements.  Termination of such registration rights shall be
conditioned upon the Corporation's removal of the restrictive legends from any
Registrable Securities held by such Holder.

     

    2.6 Furnishing
Information.  It shall be a condition precedent to the
obligations of the Corporation to take any action pursuant to this Agreement
that the selling Holders shall furnish to the Corporation such information
regarding themselves, the Registrable Securities held by them and the intended
method of disposition of such securities as shall be required to effect the
registration of their Registrable Securities.

     

    2.7 Indemnification.  In
the event any Registrable Securities are included in a registration statement
under this Section
2:

     

    (a) To the
extent permitted by law, the Corporation will indemnify and hold harmless each
Holder, any underwriter (as defined in the Securities Act) for such Holder and
each person, if any, who controls such Holder or underwriter within the meaning
of the Securities Act or the Exchange Act, against any losses, claims, damages,
or liabilities (joint or several) to which they may become subject under the
Securities Act, the Investment Company Act or the Exchange Act or other federal
or state law, insofar as such losses, claims, damages, or liabilities (or
actions in respect thereof) arise out of or are based upon any of the following
statements, omissions or violations (collectively, a "Violation"):  (i) any
untrue statement or alleged untrue statement of a material fact contained in
such registration statement, including any related preliminary prospectus or
final prospectus or any amendments or supplements thereto, (ii) the
omission or alleged omission to state therein a material fact required to be
stated therein, or necessary to make the statements therein not misleading, or
(iii) any violation or alleged violation by the Corporation of the
Securities Act, the Exchange Act, the Investment Company Act, any other federal
or state securities law or any rule or regulation promulgated under the
Securities Act, the Exchange Act or any other federal or state securities law in
connection with the registration of the Registrable Securities; and the
Corporation will pay to each such Holder, underwriter or controlling person, as
incurred any legal or other expenses reasonably incurred by them in connection
with investigating or defending any such loss, claim, damage, liability, or
action; provided, however, that the
indemnity agreement contained in this Section 2.7(a) shall
not apply to any Holder or underwriter (or any related controlling person) with
respect to amounts paid in settlement of any such loss, claim, damage,
liability, or action if such settlement is effected without the consent of the
Corporation (which consent shall not be unreasonably withheld), nor shall the
Corporation be liable in any such case for any such loss, claim, damage,
liability, or action to the extent that it arises out of or is based upon a
Violation which occurs solely in reliance upon and in conformity with written
information furnished expressly for use in connection with such registration
statement by any such Holder, underwriter or controlling person or any failure
of such person to deliver or cause to be delivered a prospectus made available
by the Corporation in a timely manner.

     

     

    
      
        
        

      

      
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    (b) To the
extent permitted by law and provided that such Holder is not entitled to
indemnification pursuant to Section 2.7(a) above
with respect to such matter, each selling Holder (severally and not jointly)
will indemnify and hold harmless the Corporation, each of its directors,
officers, persons, if any, who control the Corporation within the meaning of the
Securities Act, any underwriter, any other Holder selling securities in such
registration statement and any controlling person of any such underwriter or
other Holder, against any losses, claims, damages, or liabilities to which any
of the foregoing persons may become subject under the Securities Act, the
Exchange Act or other federal or state law, insofar as such losses, claims,
damages, or liabilities (or actions in respect thereof) arise out of or are
based upon any (i) untrue statement or alleged untrue statement of a
material fact regarding such Holder and provided in writing by such Holder
expressly for use in connection with a registration statement which is contained
in such registration statement, including any related preliminary prospectus or
final prospectus or any amendments or supplements thereto or (ii) the
omission or alleged omission to state therein a material fact required to be
stated therein, or necessary to make the statements therein not misleading, in
each case to the extent (and only to the extent) that such untrue statement or
alleged untrue statement or omission or alleged omission was made in such
registration statement, preliminary or final prospectus, amendment or supplement
thereto, in reliance upon and in conformity with written information furnished
by such Holder expressly for use in connection with such registration statement;
and each such Holder will pay, as incurred, any legal or other expenses
reasonably incurred by any Person intended to be indemnified pursuant to this
Section 2.7(b),
in connection with investigating or defending any such loss, claim, damage,
liability, or action as a result of such Holder's untrue statement or omission;
provided, however, that the
indemnity agreement contained in this Section 2.7(b) shall
not apply to amounts paid in settlement of any such loss, claim, damage,
liability or action if such settlement is effected without the consent of the
Holder (which consent shall not be unreasonably withheld); provided, that, (x)
the indemnification obligations in this Section 2.7(b) shall
be individual and ratable not joint and several for each Holder and (y) in no
event shall the aggregate of all indemnification payments by any Holder under
this Section
2.7(b) exceed the net proceeds from the offering received by such
Holder.

     

    (c) Promptly
after receipt by an indemnified party under this Section 2.7 of notice
of the commencement of any action (including any governmental action), such
indemnified party will, if a claim in respect thereof is to be made against any
indemnifying party under this Section 2.7, deliver
to the indemnifying party a written notice of the commencement thereof and the
indemnifying party shall have the right to participate in, and, to the extent
the indemnifying party so desires, jointly with any other indemnifying party
similarly noticed, to assume the defense thereof with counsel mutually
satisfactory to the parties; provided, however, that an
indemnified party (together with all other indemnified parties which may be
represented without conflict by one counsel) shall have the right to retain one
separate counsel, with the reasonable fees and expenses of such counsel to be
paid by the indemnifying party, if (i) the indemnifying party shall have
failed to assume the defense of such claim within seven (7) days after receipt
of notice of the claim and to employ counsel reasonably satisfactory to such
indemnified party, as the case may be; or (ii) in the reasonable opinion of
counsel retained by the indemnifying party, representation of such indemnified
party by such counsel would be inappropriate due to actual or potential
differing interests between such indemnified party and any other party
represented by such counsel in such proceeding.  The indemnified party
shall cooperate fully with the indemnifying party in connection with any
negotiation or defense of any such action or claim by the indemnifying party and
shall furnish to the indemnifying party all information reasonably available to
the indemnified party which relates to such action or claim. The indemnifying
party shall keep the indemnified party reasonably apprised of the status of the
defense or any settlement negotiations with respect thereto.  No
indemnifying party shall be liable for any settlement of any action, claim or
proceeding effected without its prior written consent; provided, however, that the
indemnifying party shall not unreasonably withhold, delay or condition its
consent.  The failure to deliver written notice to the indemnifying
party within a reasonable time of the commencement of any such action shall not
relieve such indemnifying party of any liability to the indemnified party under
this Section 2.7,
except to the extent such failure to give notice has a material adverse effect
on the ability of the indemnifying party to defend such action.

     

     

    
      
        
        

      

      
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    (d) If the
indemnification provided for in this Section 2.7 is held
by a court of competent jurisdiction to be unavailable to an indemnified party
with respect to any loss, liability, claim, damage, or expense referred to
therein, then the indemnifying party, in lieu of indemnifying such indemnified
party hereunder, shall contribute to the amount paid or payable by such
indemnified party as a result of such loss, liability, claim, damage, or expense
in such proportion as is appropriate to reflect the relative fault of the
indemnifying party on the one hand and of the indemnified party on the other in
connection with the statements or omissions that resulted in such loss,
liability, claim, damage, or expense as well as any other relevant equitable
considerations.  The relative fault of the indemnifying party and of
the indemnified party shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the
omission to state a material fact relates to information supplied by the
indemnifying party or by the indemnified party and the parties' relative intent,
knowledge, access to information, and opportunity to correct or prevent such
statement or omission. Notwithstanding the foregoing, the amount any Holder will
be obligated to contribute pursuant to this Section 2.7(d) will
be limited to an amount equal to the per share public offering price (less any
underwriting discount and commissions) multiplied by the number of shares of
Registrable Securities sold by such Holder pursuant to the registration
statement which gives rise to such obligation to contribute (less the aggregate
amount of any damages which such Holder has otherwise been required to pay in
respect of such loss, liability, claim, damage, or expense or any substantially
similar loss, liability, claim, damage, or expense arising from the sale of such
Registrable Securities).  No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
will be entitled to contribution hereunder from any person who was not guilty of
such fraudulent misrepresentation.

     

    (e) Notwithstanding
the foregoing, to the extent that the provisions on indemnification and
contribution with respect to an underwriter contained in the underwriting
agreement entered into in connection with the underwritten public offering are
in conflict with the foregoing provisions, the provisions in the underwriting
agreement shall control; provided that the
indemnification provisions of the Holders in any underwriting agreement may not
conflict with the provisions of this Section 2.7 without
the consent of the affected Holders.

     

     

     

    
      
        
        

      

      
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    (f) The
obligations of the Corporation and Holders under this Section 2.7 shall
survive the completion of any offering of Registrable Securities in a
registration statement under this Section 2, and
otherwise.

     

    2.8 Assignment of Registration
Rights.  The rights to cause the Corporation to register
Registrable Securities pursuant to this Agreement may be assigned by a Purchaser
or Holder to a transferee or assignee of Registrable Securities if (a) such
transferee is an investment advisory client, Affiliate, subsidiary or parent
company, family member or family trust for the benefit of a party hereto,
(b) such transferee shares a common discretionary investment advisor with
such Purchaser or Holder, (c) such transferee acquires at least 25% of the
Registrable Securities then owned by such Purchaser or Holder, or (d) such
transferee or transferees are partners or members of a Purchaser or Holder;
provided that, in the case of subsection (d), all such direct and indirect
transferees or assignees of a particular Holder agree to act through a single
representative; and provided further, however, (i) the
transferor shall furnish to the Corporation written notice of the name and
address of such transferee or assignee and the securities with respect to which
such registration rights are being assigned and (ii) such transferee shall agree
to be subject to all restrictions set forth in this Agreement.

     

    2.9 Rule 144
Reporting.  With a view to making available to the Purchasers
and Holders the benefits of certain rules and regulations of the SEC which may
permit the sale of the Registrable Securities to the public without
registration, the Corporation agrees to use its reasonable best efforts
to:

     

    (a) make and
keep public information available, as those terms are understood and defined in
Securities Act Rule 144 or any similar or analogous rule promulgated under the
Securities Act, at all times after the effective date of this
Agreement;

     

    (b) file with
the SEC, in a timely manner, all reports and other documents required of the
Corporation under the Exchange Act; and

     

    (c) so long
as a Holder owns any Registrable Securities, furnish to such Holder forthwith
upon request a written statement by the Corporation as to its compliance with
the reporting requirements of Rule 144 under the Securities Act, and of the
Exchange Act; a copy of the most recent annual or quarterly report of the
Corporation; and such other reports and documents as a Holder may reasonably
request in availing itself of any rule or regulation of the SEC allowing it to
sell any such securities without registration.

     

    2.10 Obligations of the
Holders

     

    (a) Each
Holder shall furnish in writing to the Corporation such information regarding
itself, the Registrable Securities held by it and the intended method of
disposition of the Registrable Securities held by it as shall be reasonably
required to effect the registration of such Registrable Securities and shall
execute such documents in connection with such registration as the Corporation
may reasonably request in connection therewith, upon the execution of this
Agreement, each Holder shall complete, execute and deliver to the Corporation a
selling securityholder notice and questionnaire in form reasonably satisfactory
to the Corporation.  At least five (5) business days prior to the
first anticipated filing date of any registration statement, the Corporation
shall notify each Holder of any additional information the Corporation requires
from such Holder if such Holder elects to have any of the Registrable Securities
included in such registration statement.  A Holder shall provide such
information to the Corporation at least two (2) business days prior to the first
anticipated filing date of such Registration Statement if such Holder elects to
have any of the Registrable Securities included in the Registration
Statement.

     

     

    
      
        
        

      

      
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    (b) Each
Holder, by its acceptance of the Registrable Securities agrees to cooperate with
the Corporation as reasonably requested by the Corporation in connection with
the preparation and filing of a Registration Statement hereunder, unless such
Holder has notified the Corporation in writing of its election to exclude all of
its Registrable Securities from such Registration Statement.

     

    (c) Each
Holder covenants and agrees that it shall comply with the prospectus delivery
requirements of the Securities Act as applicable to it in connection with sales
of Registrable Securities pursuant to any Registration Statement.

     

    SECTION
3.

     

    MISCELLANEOUS

     

    3.1 Successors and
Assigns.  Except as otherwise provided herein, the terms and
conditions of this Agreement shall inure to the benefit of and be binding upon
the respective successors and assigns of the parties (including, subject to
Section 2.8,
permitted transferees of Registrable Securities).  Nothing in this
Agreement, express or implied, is intended to confer upon any party other than
the parties hereto or their respective successors and assigns any rights,
remedies, obligations, or liabilities under or by reason of this Agreement,
except as expressly provided in this Agreement.

     

    3.2 Governing Law; Waiver of
Jury Trial; Arbitration.  All questions concerning the
construction, validity, enforcement and interpretation of this Agreement shall
be governed by the internal laws of the State of New York, without giving effect
to any choice of law or conflict of law provision or rule (whether of the State
of New York or any other jurisdictions) that would cause the application of the
laws of any jurisdictions other than the State of New
York.   EACH PARTY HERETO EXPRESSLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND,
ACTION OR CAUSE OF ACTION ARISING IN CONNECTION WITH THIS AGREEMENT OR ANY
TRANSACTION RELATING HERETO OR THERETO.  EACH PARTY HERETO CONSENTS
AND AGREES THAT THE STATE OR FEDERAL COURTS LOCATED IN NEW YORK COUNTY, CITY OF
NEW YORK, NEW YORK, SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY
CLAIMS OR DISPUTES BETWEEN OR AMONG ANY OF THE PARTIES HERETO PERTAINING TO THIS
AGREEMENT OR THE TRANSACTION UNDER CONSIDERATION, PROVIDED, THAT ANY SUCH
DISPUTE, INCLUDING BUT NOT LIMITED TO ANY ISSUE REGARDING ARBITRABILITY, MUST
FIRST BE SUBMITTED TO BINDING ARBITRATION IN NEW YORK CITY IN ACCORDANCE WITH
THE COMMERCIAL ARBITRATION RULES AND THE EXPEDITED PROCEDURES OF THE AMERICAN
ARBITRATION ASSOCIATION ("AAA") THEN IN EFFECT ("THE RULES"), EXCEPT
AS MODIFIED HEREIN.  JUDGMENT UPON THE AWARD MAY BE ENTERED AND
ENFORCED IN ANY COURT HAVING JURISDICTION.

     

     

    
      
        
        

      

      
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    3.3 Counterparts.  This
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

     

    3.4 Titles and
Subtitles.  The titles and subtitles used in this Agreement are
used for convenience only and are not to be considered in construing or
interpreting this Agreement

     

    3.5 Notices.  Unless
otherwise provided, any notice required or permitted under this Agreement shall
be given in writing and sent by recognized overnight courier or registered or
certified mail, postage prepaid and addressed to the party to be notified at the
address indicated for such party on the signature page hereof, or at such other
address as such party may designate by ten (10) days' advance written notice to
the other parties.  Notices under this Section 3.5 shall
deemed given only when actually received.

     

    3.6 Expenses.  If
any action at law or in equity is necessary to enforce or interpret the terms of
this Agreement, the prevailing party shall be entitled to reasonable attorneys'
fees, costs and necessary disbursements in addition to any other relief to which
such party may be entitled.

     

    3.7 Amendments and
Waivers.  Any term of this Agreement may be amended and the
observance of any term of this Agreement may be waived (either generally or in a
particular instance and either retroactively or prospectively), only with the
written consent of the Corporation and the holders of two-thirds of the
Registrable Securities then outstanding.  Any amendment or waiver
effected in accordance with this paragraph shall be binding upon each Holder of
any Registrable Securities then outstanding, each future Holder of all such
Registrable Securities, and the Corporation.  No such amendment shall
be effective to the extent that it applies to less than all of the Holders of
the Registrable Securities.  No consideration shall be offered or paid
to any Person to amend or consent to a waiver or modification of any provision
of this Agreement unless the same consideration also is offered to all of the
parties to this Agreement.

     

    3.8 Severability.  Any
provision of this Agreement that is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall (to the full extent permitted by law) not invalidate or
render unenforceable such provision in any other jurisdiction.

     

     

    
      
        
        

      

      
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    3.9 Aggregation of
Stock.  All shares of Registrable Securities held or acquired
by any Purchasers which are Affiliates shall be aggregated together for the
purpose of determining the availability of any rights under this
Agreement.

     

    3.10 Entire
Agreement.  This Agreement supersedes all other prior oral or
written agreements between the Purchasers, the Corporation, their Affiliates and
Persons acting on their behalf with respect to the matters discussed herein, and
this Agreement and the instruments referenced herein contain the entire
understanding of the parties with respect to the matters covered herein and
therein and, except as specifically set forth herein or therein, neither the
Corporation nor any Purchaser makes any representation, warranty, covenant or
undertaking with respect to such matters.

     

    [SIGNATURE
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    IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date
set forth herein.


     

    


    
    

     

    
      	 	 PROSPECT CAPITAL
      CORPORATION
	 	 
	 	 By:                                                     
                
	 	 Name:                                           
                    
      
	 	 Title:                                           
                  
          
	 	 
	 	 Address:   
      10 East 40th Street, 44th Floor
	 	                     
      New York, New York 10016


    

     

     

     

    [SIGNATURE
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            	 NAME OF
    PURCHASER
	 	 
	 	 By:                                                     
                
	 	 Name:                                           
                    
      
	 	 Title:                                           
                  
          
	 	 
	 	 Address:                                                    
          
	 	                   
                                                                          
      


    

    
      	 	                                                                    
        


    

     

     

     

     

     

     

     

     

     

     

     

     

     

    
 

     

     

     

    
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