MAIN - Oct 2026 - Underwriting Agreement

Exhibit 1.1

Execution Version

Main Street Capital Corporation

(a Maryland Corporation)

$500,000,000

6.550% Notes due 2030

Underwriting Agreement

October 27, 2026

RBC Capital Markets, LLC

As representative of the several Underwriters

named on Schedule A

c/o RBC Capital Markets, LLC

Brookfield Place

200 Vesey Street, 8th Floor

New York, New York 10281

Ladies and Gentlemen:

Main Street Capital Corporation, a Maryland corporation (the “Company”), confirms its

agreement with the underwriters listed on Schedule A hereto (the “Underwriters”), for whom

RBC Capital Markets, LLC (“RBC”) is acting as representative (in such capacity, the

“Representative”), with respect to the issue and sale by the Company and the purchase by the

Underwriters, acting severally and not jointly, of $500,000,000 aggregate principal amount of

6.550% Notes due 2030 (the “Securities”), as set forth on Schedule A hereto (the “Offering”).

The Securities will be issued under an indenture dated as of April 2, 2013 (the “Base

Indenture”), as supplemented by the Ninth Supplemental Indenture, to be dated as of October

29, 2026 (the “Ninth Supplemental Indenture” and, collectively with the Base Indenture, the

“Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A.,

as trustee (the “Trustee”). The Securities will be issued to Cede & Co. as nominee of the

Depository Trust Company (“DTC”) pursuant to a blanket letter of representations (the “DTC

Agreement”) between the Company and DTC. The Company understands that the Underwriters

propose to make a public offering of the Securities as soon as the Underwriters deem advisable

after this Agreement has been executed and delivered.

The Company owns (i) 100% of the limited partnership interests in Main Street

Mezzanine Fund, LP (“SBIC Fund I”), (ii) 100% of the limited partnership interests in Main

Street Capital III, LP (“SBIC Fund III” and together with SBIC Fund I, the “Funds”),

(iii) 100% of the equity interests of Main Street Mezzanine Management, LLC, the general

partner of SBIC Fund I (“MSGPI”), (iv) 100% of the equity interests of Main Street Capital III

GP, LLC, the general partner of SBIC Fund III (“MSGPIII” and together with MSGPI, the

“General Partners”), (v) 100% of the equity interests, indirectly, of MSC Adviser I, LLC

(“MSCAI”), a registered investment adviser under the Investment Advisers Act of 1940, as

amended (the “Advisers Act”), and investment adviser to MSC Income Fund, Inc., and (vi) 100%

of the equity interests of Main Street Capital Partners, LLC (the “Investment Advisor” and

together with MSCAI, the “Advisors”). The Company, the Funds, the General Partners and the

Advisors are collectively referred to as the “Main Street Entities.”

Pursuant to the Investment Company Act of 1940, as amended, and the rules and

regulations promulgated thereunder (collectively, the “1940 Act”), the Company has filed with

the United States Securities and Exchange Commission (the “Commission”) a Notification of

Election to be Subject to Sections 55 through 65 of the 1940 Act filed on Form N-54A (File No.

814-00751) (the “BDC Election”), pursuant to which the Company elected to be treated as a

business development company (“BDC”) under the 1940 Act. The Company has elected to be

treated for federal income tax purposes as a regulated investment company (“RIC”) under

Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”).

Pursuant to the Securities Act of 1933, as amended, and the rules and regulations

promulgated thereunder (collectively, the “1933 Act”), the Company has prepared and filed with

the Commission a universal shelf registration statement on Form N-2 (File No. 333-285405),

including a related base prospectus (the “Base Prospectus”), which registers the offer and sale of

the Company’s common stock, preferred stock, subscription rights and debt securities to be

issued from time to time in accordance with Rule 415 of the 1933 Act by the Company. Such

registration statement became effective immediately upon its filing with the Commission on

February 28, 2025. The Company has also filed with the Commission a preliminary prospectus

supplement relating to the Securities, dated October 27, 2026 (collectively, the Base Prospectus

and the preliminary prospectus supplement are the “Preliminary Prospectus”). Promptly after

execution and delivery of this Agreement, the Company will prepare and file a prospectus

relating to the Securities in accordance with the provisions of Rule 430B of the rules and

regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) and Rule

424(b) of the 1933 Act Regulations. The information included or incorporated by reference in

such prospectus that was omitted from such registration statement at the time it became effective

but that is deemed to be part of such registration statement pursuant to Rule 430B is referred to

as “Rule 430B Information.” Unless the context otherwise requires, such registration statement,

including all documents filed as a part thereof, and including all post-effective amendments

thereto filed on or prior to the date hereof and any Rule 430B Information contained in a

prospectus relating to the Securities subsequently filed with the Commission pursuant to Rule

424(b) under the 1933 Act and deemed to be part of the registration statement, is herein called

the “Registration Statement.” The final prospectus in the form filed by the Company with the

Commission pursuant to Rule 424(b) under the 1933 Act on or before the second business day

after the date hereof (or such earlier time as may be required under the 1933 Act), which will

include the Base Prospectus, dated February 28, 2025, together with a final prospectus

supplement relating to the Securities (the “Prospectus Supplement”), is herein called the

“Prospectus.” Any reference herein to the Registration Statement, any Preliminary Prospectus or

the Prospectus shall be deemed to refer to and include the documents that are incorporated by

reference therein pursuant to the 1933 Act Regulations in effect as of the Applicable Time.

The Preliminary Prospectus, together with the information set forth on Annex I hereto is

hereinafter referred to as the “Disclosure Package.”

All references in this Agreement to financial statements and schedules and other

information which is “included” or “stated” in the Registration Statement, the Preliminary

Prospectus or the Prospectus (each as defined above) (and all other references of like import)

shall be deemed to mean and include all such financial statements and schedules and other

information which is or is deemed to be incorporated by reference in or otherwise deemed under

the rules of the Commission promulgated thereunder or otherwise to be a part of or included in

the Registration Statement, the Preliminary Prospectus or the Prospectus, as the case may be, as

of any specified date; and all references in this Agreement to amendments or supplements to the

Registration Statement, the Preliminary Prospectus or the Prospectus, including those made

pursuant to Rule 424, shall be deemed to mean and include, without limitation, the filing of any

document under the Securities Exchange Act of 1934, as amended, and the rules and regulations

promulgated thereunder (collectively, the “1934 Act”), which is or is deemed to be incorporated

by reference in or otherwise deemed to be a part of or included in the Registration Statement, the

Preliminary Prospectus or the Prospectus, as the case may be, as of any specified date.

All references in this Agreement to the Registration Statement, the Preliminary

Prospectus, the Prospectus or any amendments or supplements to any of the foregoing, shall

include any copy thereof filed with the Commission pursuant to the Electronic Data Gathering

Analysis and Retrieval System, or any successor system (“EDGAR”).

Section 1.Representations and Warranties of the Company.

The Company represents and warrants to and agrees with each of the Underwriters, as of

the date hereof, the Applicable Time (defined below) and the Closing Time referred to in Section

2(b) hereof, as follows:

(a)Compliance with Registration Requirements.

(i)The Company has prepared and filed with the Commission the Registration Statement.

The Company meets the requirements for use of Form N-2 under the 1933 Act. The Registration

Statement has become effective under the 1933 Act, and no stop order suspending the

effectiveness of the Registration Statement or suspending the use of the Preliminary Prospectus

or the Prospectus has been issued, and no proceedings for any such purpose, have been instituted

or are pending or, to the knowledge of the Company, are contemplated by the Commission, and

any request on the part of the Commission for additional information with respect thereto has

been complied with.

(ii)At the respective times the Registration Statement, and any post-effective amendment

thereto, became effective and at the Closing Time, as hereinafter defined, the Registration

Statement, and all amendments and supplements thereto, complied and will comply in all

material respects with the requirements of the 1933 Act and did not and will not contain any

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. Neither the Prospectus nor any

amendment or supplement thereto, at the time the Prospectus or any such amendment or

supplement thereto was issued and at the Closing Time, included or will include any untrue

statement of a material fact or omitted or will omit to state any 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 or the Prospectus (including any amendments or

supplements to the Registration Statement or the Prospectus) made in reliance upon and in

conformity with information furnished to the Company in writing by or on behalf of any

Underwriter for use in the Registration Statement or the Prospectus (or any amendments or

supplements to the Registration Statement or the Prospectus), it being understood and agreed that

the only such information furnished to the Company in writing by the Underwriters consists of

the information described in Section 6(f) below.

(iii)The Disclosure Package as of the Applicable Time does not include any untrue statement

of a material fact or omit to state any material fact necessary in order to make the statements

therein, in the light of the circumstances under which they were made, not misleading; each

Additional Disclosure Item (as defined in Section 3(f) hereof) listed on Schedule B hereto

complied with the requirements pertaining thereto under the 1933 Act, does not and will not

conflict in any material respect with the information contained in the Registration Statement or

the Disclosure Package and each such Additional Disclosure Item, as supplemented by and taken

together with the Disclosure Package as of the Applicable Time, did not and will not include any

untrue statement of a material fact or omit to state any material fact necessary in order to make

the statements therein, in the light of the circumstances under which they were made, not

misleading. As used in this subsection and elsewhere in this Agreement, “Applicable Time”

means 3:45 p.m. (Eastern Time) on October 27, 2026; provided that, if, subsequent to the date of

this Agreement, the Company and the Underwriters have determined that the Disclosure Package

included an untrue statement of material fact or omitted a statement of material fact necessary to

make the information therein not misleading, and have agreed, in connection with the public

offering of the Securities, to provide an opportunity to purchasers to terminate their old contracts

and enter into new contracts, then “Applicable Time” will refer to the information available to

purchasers at the time of entry into the first such new contract. The representations and

warranties in this subsection shall not apply to statements in or omissions from the Disclosure

Package based upon and in conformity with information relating to any Underwriter furnished to

the Company in writing by any Underwriter or its representative expressly for use therein, it

being understood and agreed that the only such information furnished by the Underwriters to the

Company consists of the information described in Section 6(f) below.

(iv)The Preliminary Prospectus when first filed under Rule 424 and as of its date complied in

all material respects with the 1933 Act and, if filed by electronic transmission pursuant to

EDGAR (except as may be permitted by Regulation S-T under the 1933 Act), was substantially

identical to the copy thereof delivered to the Underwriters for use in connection with this

Offering. The Prospectus when first filed under Rule 424 and as of its date will comply in all

material respects with the 1933 Act and, if filed by electronic transmission pursuant to EDGAR

(except as may be permitted by Regulation S-T under the 1933 Act), will be substantially

identical to the copy thereof delivered to the Underwriters for use in connection with this

Offering.

(b)Independent Accountant. Grant Thornton LLP, who has expressed its opinion with

respect to certain of the financial statements (which term as used in this Agreement includes the

related notes thereto) and supporting schedules filed with the Commission as part of, or that are

incorporated by reference in, the Registration Statement, the Prospectus and the Disclosure

Package, is an independent registered public accounting firm as required by the 1933 Act and the

1934 Act, and the rules and regulations of the Public Company Accounting Oversight Board.

(c)Expense Summary. The information set forth in the Base Prospectus under the caption

“Fees and Expenses” has been prepared in accordance with the requirements of Form N-2 and, to

the extent estimated or projected, such estimates or projections are believed to be reasonably

based.

(d)Preparation of the Financial Statements. The consolidated financial statements, together

with the related schedules and notes thereto, filed with the Commission as a part of, or

incorporated by reference in, the Registration Statement and included in the Prospectus and the

Disclosure Package present fairly the consolidated financial position of the Company and its

consolidated subsidiaries as of and at the dates indicated and the results of their operations and

cash flows for the periods specified. Such financial statements have been prepared in conformity

with accounting principles generally accepted in the United States (“GAAP”) applied on a

consistent basis throughout the periods involved, except as may be expressly stated in the related

notes thereto. Other than the financial statements included in the Registration Statement, no

other financial statements or supporting schedules are required to be included therein. All

disclosures contained in the Registration Statement, the Disclosure Package or the Prospectus

regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations

of the Commission) comply with Regulation G under the 1934 Act and Item 10 of Regulation S-

K of the 1933 Act, to the extent applicable.

(e)Internal Control Over Financial Reporting. The Company maintains a system of internal

control over financial reporting (as such term is defined in Rule 13a-15(f) and 15d-15(f) under

the 1934 Act). The Company’s auditors and the audit committee of the Company’s board of

directors have been advised of (1) any known significant deficiencies in the design or operation

of internal control over financial reporting that could adversely affect the ability to record,

process, summarize, and report financial data and (2) any known fraud, whether or not material,

that involves management or other employees who have a role in the Company’s internal control

over financial reporting; and any such deficiencies or fraud will not result in a Material Adverse

Effect (as defined below). The Company’s internal control over financial reporting is effective

and the Company is not aware of any material weakness in its internal control over financial

reporting.

(f)Disclosure Controls. The Company has established and maintains disclosure controls and

procedures (as such term is defined in Rule 13a-15 and 15d-15 under the 1934 Act) that (i) are

designed to ensure that material information relating to the Company, including its consolidated

subsidiaries, is made known to the Company’s principal executive officer and its principal

financial officer by others within those entities, particularly during the periods in which the

periodic reports required under the 1934 Act are being prepared, (ii) will be evaluated for

effectiveness as of the end of each fiscal quarter and fiscal year of the Company, and (iii) are

effective to perform the functions for which they were established.

(g)No Material Adverse Change in Business. Except as otherwise disclosed in the

Registration Statement, the Disclosure Package and the Prospectus, subsequent to the respective

dates as of which information is given in the Registration Statement, the Disclosure Package and

the Prospectus: (i) there has been no material adverse change, or any development that could

reasonably be expected to result in a material adverse change, in the condition, financial or

otherwise, or in the earnings, net asset value, prospects, business or operations, whether or not

arising from transactions in the ordinary course of business, of the Company, the Funds, the

General Partners and the Advisors, considered as one entity (any such change or effect, where

the context so requires is called a “Material Adverse Change” or a “Material Adverse Effect”);

(ii) the Company, the Funds, the General Partners and the Advisors, considered as one entity,

have not incurred any material liability or obligation, indirect, direct or contingent, not in the

ordinary course of business or entered into any material transaction or agreement not in the

ordinary course of business; and (iii) except for regular distributions paid or declared by the

Company to its stockholders consistent with past practice or any other distributions described in

the Disclosure Package and the Prospectus, there has been no dividend or distribution of any

kind declared, paid or made by the Company.

(h)Good Standing of the Company, the Funds, the General Partners and the Advisors. The

Company is duly incorporated and existing as a corporation in good standing under the laws of

the State of Maryland and has the corporate power and authority to own, lease and operate its

properties and to conduct its business as described in the Registration Statement, the Prospectus

and the Disclosure Package and to enter into this Agreement, the Indenture, the Securities and

the DTC Agreement and perform its obligations hereunder and thereunder. The Company is

duly qualified as a foreign corporation to transact business and is in good standing in each

jurisdiction in which such qualification is required, whether by reason of the ownership or

leasing of property or the conduct of business, except for such jurisdictions where the failure to

so qualify or to be in good standing would not, individually or in the aggregate, have a Material

Adverse Effect.

Each Fund is a limited partnership duly formed and legally existing as a limited

partnership under the laws of the State of Delaware and is duly qualified as a foreign limited

partnership to transact business, and is in good standing in each jurisdiction in which such

qualification is required whether by reason of ownership or leasing of property or the conduct of

business, except for such jurisdictions where the failure to so qualify or be in good standing

would not, individually or in the aggregate, have a Material Adverse Effect.

Each of the General Partners and the Advisors is a limited liability company that

is duly formed and legally existing as a limited liability company under the laws of the State of

Delaware and is duly qualified as a foreign limited liability company to transact business, and is

in good standing in each jurisdiction in which such qualification is required whether by reason of

ownership or leasing of property or the conduct of business, except for such jurisdictions where

the failure to so qualify or be in good standing would not, individually or in the aggregate, have a

Material Adverse Effect.

All of the issued and outstanding limited liability company interests and

partnership interests of the General Partners, the Advisors and the Funds, as appropriate, have

been duly authorized and validly issued, are fully paid and non-assessable and owned 100% by

the Company, directly or indirectly, free and clear of any security interest, mortgage, pledge,

lien, encumbrance or claim, other than any liens granted by the Company under one or more of

the Company’s credit facilities or financing arrangements as may be described in the Disclosure

Package and the Prospectus from time to time (the “Credit Facilities”).

(i)Subsidiaries of the Company. The Company does not own, directly or indirectly, any

shares of stock or any other equity or long-term debt securities of any corporation or other entity

other than (i) its interests in the Funds, the General Partners, the Advisors, Main Street CA

Lending, LLC, Main Street Equity Interests, Inc., MSCC Funding I, LLC, MS Agent Services,

LLC, Main Street Capital IV, LP and Main Street Capital IV GP, LLC; (ii) those corporations or

other entities accounted for by the Company as portfolio investments in accordance with the

Commission’s rules and regulations (each a “Portfolio Company” and collectively, the

“Portfolio Companies”); and (iii) 100% of the equity interests in tax blocker subsidiaries and

wholly-owned special purpose subsidiaries that directly or indirectly hold interests in one or

more Portfolio Companies or whose only assets are cash and cash equivalents.

(j)Portfolio Companies. The Company or the Funds, either directly or indirectly through

one or more tax blocker subsidiaries or one or more wholly-owned special purpose subsidiaries,

have duly authorized, executed and delivered agreements (each a “Portfolio Company

Agreement”) required to make the investments in the Portfolio Companies. Except as otherwise

disclosed in the Disclosure Package and the Prospectus, subsequent to the date as of which

information is given in the Disclosure Package and the Prospectus, there has been no material

increase in the total fair value dollar amount of the Portfolio Company investments on non-

accrual status.

(k)Officers and Directors. Except as disclosed in the Prospectus and the Disclosure

Package, no person is serving or acting as an officer or director of the Company except in

accordance with the applicable provisions of the 1940 Act. Except as disclosed in the

Registration Statement, the Disclosure Package and the Prospectus, no director of the Company

is (i) an “interested person” (as defined in the 1940 Act) of the Company or (ii) an “affiliated

person” (as defined in the 1940 Act) of any Underwriter listed on Schedule A hereto. For

purposes of this Section 1(k), the Company shall be entitled to reasonably rely on representations

from such officers and directors.

(l)Business Development Company Election. The Company has filed the BDC Election

and, accordingly, has duly elected to be subject to the provisions of Sections 55 through 65 of the

1940 Act. At the time the BDC 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 1940 Act and (ii) did not include any untrue statement of material

fact or omit to state a material fact necessary to make the statements therein not misleading. The

Company has not filed with the Commission any notice of withdrawal of the BDC Election

pursuant to Section 54(c) of the 1940 Act, the BDC Election remains in full force and effect, and,

to the Company’s knowledge, no order of suspension or revocation of the BDC Election under

the 1940 Act has been issued or proceedings therefor initiated or threatened by the Commission.

The operations of the Company are in compliance in all material respects with all applicable

provisions of the 1940 Act and the rules and regulations of the Commission thereunder,

including the provisions applicable to BDCs.

(m)Capitalization. The authorized, issued and outstanding capital stock of the Company is as

set forth in the Disclosure Package and the Prospectus. The Company’s common stock, par

value $0.01 per share (the “Common Stock”), conforms in all material respects to the description

thereof contained in the Disclosure Package and the Prospectus. All issued and outstanding

shares of Common Stock have been duly authorized and validly issued and are fully paid and

non-assessable, and have been offered and sold or exchanged by the Company in compliance

with all applicable laws (including, without limitation, federal and state securities laws). None of

the outstanding Common Stock was issued in violation of the preemptive or other similar rights

of any security holder of the Company. No shares of preferred stock of the Company have been

designated, offered, sold or issued and none of such shares of preferred stock are currently

outstanding. The description of the Company’s stock option, stock bonus and other stock plans

or arrangements, and the options, restricted stock or other rights granted thereunder, set forth in

the Disclosure Package and the Prospectus, accurately and fairly presents the information

required to be shown with respect to such plans, arrangements, options, awards and rights in all

material respects.

(n)Non-Contravention of Existing Instruments; No Further Authorizations or Approvals

Required.

(i)None of the Main Street Entities are in violation of or default under (i) their respective

charter, by-laws, or any similar organizational document; (ii) any indenture, mortgage, loan or

credit agreement, note, contract, franchise, lease or other instrument, and any supplements or

amendments thereto and including any Portfolio Company Agreement to which they are a party

or bound or to which any of the properties or assets are subject (collectively, “Agreements and

Instruments”); and (iii) 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 them or any of their properties, as applicable, except, with respect to clauses (ii)

and (iii) herein, for such violations or defaults as would not, individually or in the aggregate,

have a Material Adverse Effect. No person has the right to act as an underwriter, sales agent or

financial advisor to the Company in connection with or by reason of the offer and sale of the

Securities contemplated hereby other than the Underwriters pursuant to this Agreement.

(ii)The execution, delivery and performance of this Agreement, the Indenture, the Securities,

the DTC Agreement and the consummation of the transactions contemplated herein and in the

Prospectus and the Disclosure Package (including the issuance and sale of the Securities and the

use of the proceeds from the sale of the Securities as described in the Disclosure Package and the

Prospectus under the caption “Use of Proceeds”), and compliance by the Company with its

obligations hereunder and thereunder, have been duly authorized by all necessary corporate

action and do not and will not, whether with or without the giving of notice or passage of time or

both, (i) conflict with or constitute a breach of, or default or Repayment Event (as defined

herein) under, the Agreements and Instruments or result in the creation or imposition of any lien,

charge or encumbrance upon any property or assets of any Main Street Entity pursuant to the

terms of the Agreements and Instruments (except to the extent that such breaches, defaults or

creations or impositions would not, individually or in the aggregate, be reasonably likely to have

a Material Adverse Effect), (ii) result in any violation of the provisions of the Company’s

charter, or (iii) result in any violation of any law, regulation, or decree applicable to the

Company. No consent, approval, authorization or other order of, or registration or filing with,

any court or other governmental or regulatory authority or agency is required for the execution,

delivery and performance of this Agreement by the Company in connection with the offering,

issuance, sale or delivery of the Securities hereunder, or under the Indenture, the Securities or the

consummation of the transactions contemplated hereby and by the Prospectus and the Disclosure

Package, except such as have already been obtained or made under the 1933 Act and the 1940

Act and such as may be required under any applicable state securities or blue sky laws, from the

Financial Industry Regulatory Authority, Inc. (“FINRA”), or under the rules and regulations of

the New York Stock Exchange (“NYSE”). As used herein, a “Repayment Event” means any

event or condition which gives the holder of any note, debenture or other evidence of

indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase,

redemption or repayment of all or a portion of such indebtedness by a Main Street Entity, as

applicable.

(iii)The Base Indenture has been duly authorized, executed and delivered by the Company

and constitutes a valid and binding obligation of the Company, enforceable against the Company

in accordance with its terms, except as the enforcement thereof may be subject to (A)

bankruptcy, insolvency, reorganization, moratorium or other similar laws now or thereafter in

effect relating to creditors’ rights generally and (B) general principles of equity and the

discretion of the court before which any proceeding therefor may be brought.

(iv)(iv)The Ninth Supplemental Indenture has been duly authorized, and, at the Closing

Time, will be executed and delivered by the Company and, when executed and delivered by the

Trustee, will constitute a valid and binding obligation of the Company, enforceable against the

Company in accordance with its terms, except as the enforcement thereof may be subject to (A)

bankruptcy, insolvency, reorganization, moratorium or other similar laws now or thereafter in

effect relating to creditors’ rights generally and (B) general principles of equity and the

discretion of the court before which any proceeding therefor may be brought.

(v)The DTC Agreement has been duly authorized, executed and delivered by the Company

and constitutes a valid and binding obligation of the Company, enforceable against the Company

in accordance with its terms, except as the enforcement thereof may be subject to (A)

bankruptcy, insolvency, reorganization, moratorium or other similar laws now or thereafter in

effect relating to creditors’ rights generally and (B) general principles of equity and the

discretion of the court before which any proceeding therefor may be brought.

(o)Material Agreements. Each material agreement of the Company described in the

Disclosure Package and Prospectus (each such agreement, a “Material Agreement” and

collectively, the “Material Agreements”) has been accurately and fully described in all material

respects. The Company has not sent or received notice of, or otherwise communicated or

received communication with respect to, termination of any Material Agreement in effect as of

the date of this Agreement, nor has any such termination been threatened by any person.

(p)Authorization and Description of Securities. The Securities to be sold pursuant to this

Agreement have been duly authorized by the Company’s board of directors and such Securities,

when duly executed, issued and authenticated in the manner provided for in the Indenture and

delivered against payment of the consideration specified in this Agreement, will be valid and

legally binding obligations of the Company enforceable in accordance with their terms, except as

the enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation,

all laws relating to fraudulent transfers), reorganization, moratorium or other similar laws

affecting the enforcement of creditors’ rights generally or by general equitable principles

(regardless of whether enforcement is considered in a proceeding in equity or at law). The

Securities and the Indenture conform in all material respects to all statements relating thereto

contained in the Registration Statement, the Preliminary Prospectus and the Prospectus and such

descriptions conform to the rights set forth in the instruments defining the same, to the extent

such rights are set forth; and the issuance of the Securities is not subject to the preemptive or

other similar rights of any securityholder of the Company.

(q)FINRA Matters. To the extent applicable, all of the information provided to the

Representative or to counsel for the Underwriters by the Company in connection with any letters,

filings or other supplemental information provided to FINRA pursuant to FINRA Rules 2310,

5110 or 5121 is true, complete and correct in all material respects.

(r)Possession of Intellectual Property. Each of the Main Street Entities owns or possesses

sufficient trademarks, trade names, patent rights, copyrights, domain names, licenses, approvals,

trade secrets and other similar rights (collectively, “Intellectual Property Rights”) reasonably

necessary to conduct their businesses as described in the Prospectus and the Disclosure Package;

and the expected expiration of any of such Intellectual Property Rights would not result in a

Material Adverse Effect. None of the Main Street Entities have received any notice of

infringement or conflict with asserted intellectual property rights of others, which infringement

or conflict, if the subject of an unfavorable decision, would result in a Material Adverse Effect.

To the Company’s knowledge, none of the technology employed by the Company has been

obtained or is being used by the Company in violation of any contractual obligation binding on

the Company or any of its officers, directors or employees or otherwise in violation of the rights

of any persons.

(s)All Necessary Permits, etc. Each Main Street Entity possesses such valid and current

certificates, authorizations or permits issued by the appropriate state, federal or foreign

regulatory agencies or bodies necessary to conduct its respective business, and the Company has

not received any notice of proceedings relating to the revocation or modification of, or non-

compliance with, any such certificate, authorization or permit which, singly or in the aggregate,

if the subject of an unfavorable decision, ruling or finding, could reasonably be expected to result

in a Material Adverse Effect.

(t)Absence of Proceedings. Other than as set forth in the Prospectus, there is no action, suit,

proceeding, inquiry or investigation before or brought by any court or governmental agency or

body, domestic or foreign, now pending, or, to the knowledge of the Company, threatened,

against the Main Street Entities that is required to be disclosed in the Registration Statement, the

Disclosure Package or the Prospectus, or that, one or more of, if determined adversely to the

relevant Main Street Entity, might reasonably be expected to result in a Material Adverse Effect

or might reasonably be expected to materially and adversely affect the consummation of the

transactions contemplated in this Agreement or the performance by the Company of its

obligations hereunder. All pending legal or governmental proceedings to which any Main Street

Entity is a party or of which any of such Main Street Entity’s property or assets is the subject that

are not described in the Registration Statement, the Disclosure Package or the Prospectus,

including ordinary routine litigation incidental to the business, could not, individually or in the

aggregate, reasonably be expected to have a Material Adverse Effect.

(u)Accuracy of Exhibits. There are no contracts or documents that are required to be

described in the Registration Statement, the Prospectus or the Disclosure Package or to be filed

as exhibits thereto that have not been so described, filed or incorporated by reference as required;

provided, however, that the Company will file this Agreement and the Ninth Supplemental

Indenture under cover of a Current Report on Form 8-K under the 1934 Act.

(v)Regulated Investment Company. The Company has been and is in compliance with the

requirements of Subchapter M of the Code to qualify as a RIC under the Code. The Company

will direct the investment of the net proceeds of the Offering and continue to conduct its

activities in such a manner as to comply with the requirements of Subchapter M of the Code.

(w)Registered Management Investment Company Status. None of the Main Street Entities

are, or after giving effect to the Offering and sale of the Securities, will be a “registered

management investment company” or an entity “controlled” by a “registered management

investment company,” as such terms are used under the 1940 Act.

(x)Insurance. The Company and the Funds maintain insurance covering their properties,

operations, personnel and business as the Company and the Funds deem adequate; such

insurance insures against such losses and risks to an extent which is adequate in accordance with

customary industry practice to protect the Company and the Funds and their business; all such

insurance is fully in force on the date hereof and will be fully in force at the time of purchase of

the Securities.

(y)Statistical, Demographic or Market-Related Data. Any statistical, demographic or

market-related data included in the Registration Statement, the Disclosure Package or the

Prospectus are based on or derived from sources that the Company believes to be reliable and

accurate and accurately reflect the materials upon which such data are based or from which such

data were derived.

(z)Investments. Other than as provided in the 1940 Act, the Code and the Small Business

Investment Act of 1958 and the regulations promulgated thereunder, there are no material

restrictions, limitations or regulations with respect to the ability of the Company or the Funds to

invest their assets as described in the Disclosure Package or the Prospectus.

(aa)Tax Law Compliance. Except as disclosed in the Prospectus, each of the Main Street

Entities and each other consolidated subsidiary of the Company has filed all necessary federal,

state, local and foreign tax returns and have paid all taxes required to be paid by any of them and,

if due and payable, any related or similar assessment, fine or penalty levied against any of them,

in each case except (i) to the extent that such taxes, assessments, fines or penalties have not

become due or are being contested in good faith or (ii) where failure to do so would not,

individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The

Company has made adequate charges, accruals and reserves in the applicable financial

statements referred to in the Prospectus in respect of all material federal, state, local and foreign

taxes for all periods as to which the tax liability of the Main Street Entities (other than MSCAI)

or any other consolidated subsidiary of the Company has not been finally determined. The

Company is not aware of any tax deficiency that has been or might be asserted or threatened

against any of the Main Street Entities or any other consolidated subsidiary of the Company that

could result in a Material Adverse Effect.

(bb)Small Business Investment Company Status. Each Fund is licensed to operate as a Small

Business Investment Company (“SBIC”) by the U.S. Small Business Administration (“SBA”).

Other than as set forth in the Prospectus, the SBIC license for each Fund has not been revoked or

suspended with the SBA and no adverse regulatory findings contained in any examinations

reports prepared by the SBA regarding the Funds are outstanding or unresolved that could result

in a Material Adverse Effect. The Company shall use commercially reasonable efforts to cause

each Fund to continue to comply with the applicable requirements of the SBA and to meet its

obligations as an SBIC licensed by the SBA.

(cc)SBA Debentures. The Funds are eligible to sell securities guaranteed by the SBA in the

amounts and on the terms described in the Disclosure Package and the Prospectus. The Funds

are not in default under the terms of any debenture which the Funds have issued to the SBA for

guaranty by the SBA or any other material monetary obligation, and no event, which with the

passage of time, notice or both has occurred, which would be a default or event of default

thereunder.

(dd)Offering Materials. The Company has not distributed, directly or indirectly (other than

through the Underwriters), any “written communication” (as defined in Rule 405 under the 1933

Act) or other offering materials in connection with the Offering, other than the Disclosure

Package, the Prospectus and any Additional Disclosure Items.

(ee)Absence of Registration Rights. Except as disclosed in the Prospectus and the Disclosure

Package, there are no persons with registration rights or other similar rights to have any

securities (debt or equity) registered pursuant to the Registration Statement or otherwise

registered by the Company under the 1933 Act.

(ff)New York Stock Exchange. The Common Stock is registered pursuant to Section 12(b)

of the 1934 Act and has been approved for listing on the NYSE and the Company has taken no

action designed to, or likely to have the effect of, terminating the registration of the Common

Stock under the 1934 Act or delisting the Common Stock from the NYSE, nor has the Company

received any notification that the Commission or the NYSE is contemplating terminating such

registration or listing. The Company has continued to satisfy, in all material respects, all

requirements for listing the Common Stock for trading on the NYSE.

(gg)No Price Stabilization or Manipulation. The Company has not taken and will not take,

directly or indirectly, any action designed to or that might be reasonably expected to cause or

result in stabilization or manipulation of the price of any security of the Company to facilitate the

sale or resale of the Securities in violation of any law, statute, regulation or rule applicable to the

Company.

(hh)Material Relationship with the Underwriters. Except as disclosed in the Disclosure

Package and the Prospectus, none of the Main Street Entities have any material lending or other

relationship with a bank or lending institution affiliated with the Underwriters.

(ii) No Unlawful Contributions or Other Payments. None of the Main Street Entities nor, to the

Company’s knowledge, any employee or agent of any of the Main Street Entities, has made any

contribution or other payment to any official of, or candidate for, any federal, state or foreign

office in violation of any law or of the character required to be disclosed in the Prospectus and

the Disclosure Package.

(jj)No Outstanding Loans or Other Indebtedness. There are no outstanding loans, advances

(except normal advances for business expenses in the ordinary course of business) or guarantees

of indebtedness by the Company to or for the benefit of any of the officers or directors of the

Company.

(kk)Compliance with Laws. Each of the Main Street Entities (i) is conducting its business in

compliance with all laws, rules, regulations, decisions, directives and orders except for such

failure to comply which would not reasonably be expected to result in a Material Adverse Effect

and (ii) is conducting its business in compliance in all material respects with the applicable

requirements of the SBA and the 1940 Act.

(ll)Compliance with the Sarbanes-Oxley Act of 2002. The Company and, to its knowledge,

its officers and directors (in such capacity) are in compliance with the provisions of the

Sarbanes-Oxley Act of 2002 and the Commission’s published rules promulgated thereunder that

are applicable to the Company as of the date hereof.

(mm)Anti-Money Laundering, Foreign Corrupt Practices Act Compliance. The operations of

the Main Street Entities are and have been conducted at all times in compliance in all material

respects with applicable financial recordkeeping and reporting requirements of the Currency and

Foreign Transactions Reporting Act of 1970, as amended, also known as the Bank Secrecy Act,

the USA PATRIOT Act, the money laundering statutes of all applicable jurisdictions, the rules

and regulations thereunder and any related or similar rules, regulations or guidelines, issued,

administered or enforced by any governmental entity having jurisdiction over the Main Street

Entities (collectively, the “Money Laundering Laws”) and no proceeding by or before any court

or governmental or regulatory agency, authority or body or any arbitrator involving any Main

Street Entity with respect to the Money Laundering Laws is pending or, to the knowledge of the

Company, threatened. No Main Street Entity, or, to the knowledge of the Company, any

director, officer, partner, manager, employee or affiliate of any Main Street Entity has (i) used

any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses

relating to political activity; (ii) made any direct or indirect unlawful payment to any foreign or

domestic government official or employee; (iii) violated or is in violation of any provision of the

Foreign Corrupt Practices Act of 1977, as amended; (iv) made any bribe, rebate, payoff,

influence payment, kickback or other payment in violation of any law, statute, regulation or rule

applicable to the Company; or (v) made any payment of funds to any Main Street Entity or

received or retained funds in violation of any such law, rule or regulation.

(nn)No Sanctions by the Office of Foreign Assets Control. None of the Main Street Entities

nor, to the knowledge of the Company, any director, officer, partner, manager, employee or

affiliate of the Main Street Entities is currently the subject of any U.S. sanctions, including those

administered by the Office of Foreign Assets Control of the U.S. Treasury Department or the

U.S. Department of State (“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

other person or entity, for the purpose of financing or facilitating the activities of any person

currently the subject of any U.S. sanctions, including those administered by OFAC.

(oo)Certificates. Any certificate signed by any officer of the Company and delivered to the

Representative or to counsel for the Underwriters shall be deemed a representation and warranty

by the Company, respectively, to each Underwriter as to the matters covered thereby.

(pp)WKSI Status. (i) At the time of filing the Registration Statement, (ii) at the time of the

most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the 1933

Act (whether such amendment was by post-effective amendment, incorporated report filed

pursuant to Section 13 or 15(d) of the 1934 Act or form of prospectus), (iii) at the time the

Company or any person acting on its behalf (within the meaning, for this clause only, of

Rule 163(c) of the 1933 Act) made any offer relating to the Securities in reliance on the

exemption of Rule 163 of the 1933 Act, and (iv) as of the date hereof, the Company was and is a

“well known seasoned issuer” as defined in Rule 405 of the 1933 Act. The Registration

Statement is an “automatic shelf registration statement,” as defined in Rule 405 of the 1933 Act,

that automatically became effective not more than three years prior to the date hereof; the

Company has not received from the Commission any notice pursuant to Rule 401(g)(2) of the

1933 Act objecting to use of the automatic shelf registration statement form and the Company

has not otherwise ceased to be eligible to use the automatic shelf registration form.

(qq)1934 Act Compliance. The documents deemed to be incorporated by reference in the

Registration Statement, the Disclosure Package and the Prospectus, at the time they are filed with

the Commission, comply and will comply, as applicable, in all material respects with the

requirements of the 1934 Act and, when read together with the other information in the

Registration Statement, the Disclosure Package and the Prospectus, as of the date hereof, the

Applicable Time and the Closing Time, do not and will not, as applicable, 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, in the light of the circumstances under which they were

made, not misleading.

(rr)Cybersecurity. (A) The Company is not aware of any security breach or incident,

unauthorized access or disclosure, or other compromise relating to the Company’s information

technology and computer systems, data and databases (collectively, “IT Systems and Data”)

except, in each case, as would not be reasonably expected to, individually or in the aggregate,

have a Material Adverse Effect; and (B) the Company has implemented appropriate controls,

policies, procedures, and technological safeguards to maintain and protect the integrity,

continuous operation, redundancy and security of its IT Systems and Data reasonably consistent

in all material respects with industry standards and practices, or as required by applicable

regulatory standards. The Company is presently in material compliance with all applicable laws

and regulations relating to the privacy and security of IT Systems and Data and to the protection

of such IT Systems and Data from unauthorized use, access, misappropriation or modification.

Section 2.Sale and Delivery to Underwriters; Closing.

(a)Sale of Securities. On the basis of the representations, warranties and covenants

contained herein and subject to the terms and conditions set forth herein, the Company agrees to

sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not

jointly, agrees to purchase from the Company, the respective principal amounts of Securities set

forth on Schedule A hereto opposite its name at a purchase price of 98.758% of the principal

amount of the Securities, plus any additional aggregate principal amount of Securities which

such Underwriter may become obligated to purchase pursuant to the provisions of Section 10

hereof (the “Purchase Price”).

(b)Payment. Payment of the Purchase Price for, and delivery of certificates, if any, for the

Securities shall be made at the offices of Dechert LLP, 1900 K Street, NW, Washington, D.C.

20006, or at such other place as shall be agreed upon by the Underwriters and the Company, at

10:00 a.m. (Eastern Time) on the second business day after the date hereof (unless postponed in

accordance with the provisions of Section 10), or at such earlier or later time, but in any case not

later than ten (10) business days after such date as shall be agreed upon by the Representative

and the Company (such time and date of payment and delivery being herein called the “Closing

Time”).

Payment shall be made to the Company by wire transfer of immediately available

funds to a bank account designated by the Company, against delivery to the Underwriters for the

respective accounts of the Underwriters of the Securities to be purchased by them. It is

understood that each Underwriter has authorized the Representative, for its account, to accept

delivery of, receipt for, and make payment of the Purchase Price for, the Securities that it has

agreed to purchase. RBC, individually and not as the Representative of the Underwriters, may

(but shall not be obligated to) make payment of the Purchase Price for the Securities to be

purchased by any Underwriter whose funds have not been received by the Closing Time, but

such payment shall not relieve such Underwriter from its obligations hereunder.

(c)Denominations; Registration. The Securities shall be electronically transferred at the

Closing Time, in such denominations and registered in such names as the Underwriters may

request in writing at least two (2) full business days before the Closing Time. The Securities

purchased hereunder shall be delivered at the Closing Time through the facilities of the

Depository Trust Company or another mutually agreeable facility, against payment of the

Purchase Price therefor in immediately available funds to the order of the Company.

Section 3.Covenants.

The Company agrees with each Underwriter as follows:

(a)Compliance with Securities Regulations and Commission Requests. During any period

that a prospectus relating to the Securities is required to be delivered under the 1933 Act (but in

any event through the Closing Time), the Company, subject to Section 3(b), will comply with the

requirements of Rule 415, Rule 424(b) and Rule 430B, and will promptly notify the

Representative, and confirm the notice in writing, (i) when any post-effective amendment to the

Registration Statement shall be declared or become effective, or when any Preliminary

Prospectus, the Prospectus or any Additional Disclosure Item or any amendment or supplement

to any of the foregoing shall have been filed, (ii) of the receipt of any comments from the

Commission relating to the Registration Statement (and shall promptly furnish the

Representative with a copy of any comment letters and any transcript of oral comments, and

shall furnish the Representative with copies of any written responses thereto a reasonable amount

of time prior to the proposed filing thereof with the Commission and will not file any such

response to which the Representative or counsel for the Underwriters shall reasonably object),

(iii) of any request by the Commission for any amendment to the Registration Statement or any

amendment or supplement to any Preliminary Prospectus or the Prospectus, any Additional

Disclosure Item or for additional information, (iv) of the issuance by the Commission of any stop

order suspending the effectiveness of the Registration Statement or of any order preventing or

suspending the use of any Preliminary Prospectus, the Prospectus or any Additional Disclosure

Item or any amendment or supplement to any of the foregoing, or any notice from the

Commission objecting to the use of the form of the Registration Statement or any post-effective

amendment thereto, or of the suspension of the qualification of the Securities for offering or sale

in any jurisdiction or of the loss or suspension of any exemption from any such qualification, or

of the initiation or threatening of any proceedings for any of such purposes, or of any

examination pursuant to Section 8(e) of the 1933 Act concerning the Registration Statement and

(v) if the Company becomes the subject of a proceeding under Section 8A of the 1933 Act in

connection with the Offering. The Company will promptly effect the filings necessary pursuant

to Rule 424(b) and will take such steps as it deems necessary to ascertain promptly whether the

form of prospectus transmitted for filing under Rule 424(b) was received for filing by the

Commission and, in the event that it was not, it will promptly file such prospectus. The Company

will make every reasonable effort to prevent the issuance of any stop order and the suspension or

loss of any qualification of the Securities for offering or sale and any loss or suspension of any

exemption from any such qualification, and if any such stop order is issued, or any such

suspension or loss occurs, to obtain the lifting thereof at the earliest possible moment.

(b)Filing of Amendments. During any period that a prospectus relating to the Securities is

required to be delivered under the 1933 Act (but in any event through the Closing Time), the

Company will give the Representative notice of its intention to file or prepare any amendment to

the Registration Statement, any Additional Disclosure Item or any amendment, supplement or

revision to any Preliminary Prospectus, the Prospectus or any Additional Disclosure Item,

whether pursuant to the 1933 Act or otherwise, and the Company will furnish the Representative

with copies of any such documents within a reasonable amount of time prior to such proposed

filing or use, as the case may be, and will not file or use any such document to which the

Representative or counsel for the Underwriters shall promptly and reasonably object.

(c)Delivery of Registration Statements. The Company will furnish or deliver to the

Representative and counsel for the Underwriters, without charge, copies of the conformed

Registration Statement and of each amendment thereto (including exhibits filed therewith or

incorporated by reference therein and documents incorporated by reference therein) and copies

of all consents and certificates of experts.

(d)Delivery of Prospectuses. The Company will deliver to each Underwriter, without

charge, as many copies of each Preliminary Prospectus and any amendments or supplements

thereto as such Underwriter reasonably requests, and the Company hereby consents to the use of

such copies for purposes permitted by the 1933 Act. The Company will furnish to each

Underwriter, without charge, during the period when the Prospectus is required (or, but for the

provisions of Rule 172, would be required) to be delivered by applicable law (whether to meet

the request of purchasers pursuant to Rule 173(d) or otherwise), such number of copies of the

Prospectus and any amendments or supplements to any of the foregoing as such Underwriter

may reasonably request.

(e)Continued Compliance with Securities Laws. The Company will use its reasonable best

efforts to comply with the applicable provisions of the 1933 Act, the 1933 Act Regulations, the

1934 Act, the 1934 Act Regulations, the 1940 Act and the rules and regulations of the

Commission under the 1940 Act so as to permit the completion of the distribution of the

Securities as contemplated by this Agreement, the Disclosure Package and the Prospectus. If at

any time when a prospectus is required (or, but for the provisions of Rule 172, would be

required) by the 1933 Act to be delivered in connection with sales of the Securities (whether to

meet the request of purchasers pursuant to Rule 173(d) or otherwise), any event shall occur or

condition shall exist as a result of which it is necessary (or if the Representative or counsel for

the Underwriters shall notify the Company that, in their reasonable judgment, it is necessary) to

amend the Registration Statement or amend or supplement the Disclosure Package or the

Prospectus so that the Registration Statement, the Disclosure Package or the Prospectus, as the

case may be, will not include any untrue statement of a material fact or 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 or then prevailing, not misleading or if it is necessary (or if the

Representative or counsel for the Underwriters shall notify the Company that, in their reasonable

judgment, it is necessary) to amend the Registration Statement or amend or supplement the

Disclosure Package or the Prospectus in order to comply with the requirements of the 1933 Act,

the 1933 Act Regulations, the 1934 Act, the 1934 Act Regulations, the 1940 Act or the rules and

regulations of the Commission under the 1940 Act, the Company will promptly notify the

Representative of such event or condition and of its intention to file such amendment or

supplement or other filing (or, if the Representative or counsel for the Underwriters shall have

notified the Company as aforesaid, the Company will promptly notify the Representative of its

intention to prepare such amendment or supplement or other filing) and will promptly prepare

and file with the Commission, subject to Section 3(b) hereof, such amendment or supplement or

other filing as may be necessary to correct such untrue statement or omission or to comply with

such requirements, and, in the case of an amendment or post-effective amendment to the

Registration Statement, the Company will use its reasonable best efforts to have such amendment

declared or become effective as soon as practicable, and the Company will furnish to the

Underwriters such number of copies of such amendment or supplement or other filing as the

Underwriters may reasonably request. If at any time any Additional Disclosure Item conflicts

with the information contained in the Registration Statement or if an event shall occur or

condition shall exist as a result of which it is necessary (or, if the Representative or counsel for

the Underwriters shall notify the Company that, in their reasonable judgment, it is necessary) to

amend or supplement such Additional Disclosure Item so that it will not include an untrue

statement of a material fact or 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 or then

prevailing, not misleading, or if it is necessary (or, if the Representative or counsel for the

Underwriters shall notify the Company that, in their reasonable judgment, it is necessary) to

amend or supplement such Additional Disclosure Item in order to comply with the requirements

of the 1933 Act or the 1933 Act Regulations, the Company will promptly notify the

Representative of such event or condition and of its intention to file such amendment or

supplement or other filing (or, if the Representative or counsel for the Underwriters shall have

notified the Company as aforesaid, the Company will promptly notify the Representative of its

intention to prepare such amendment or supplement or other filing) and will promptly prepare

and, if required by the 1933 Act or the 1933 Act Regulations, file with the Commission, subject

to Section 3(b) hereof, such amendment or supplement or other filing as may be necessary to

eliminate or correct such conflict, untrue statement or omission or to comply with such

requirements, and the Company will furnish to the Underwriters such number of copies of such

amendment or supplement or other filing as the Underwriters may reasonably request.

(f)Additional Disclosure Items. The Company represents and agrees that, without the prior

consent of the Representative, (i) it will not distribute any offering material relating to the

Securities other than the Registration Statement, the Prospectus, the Disclosure Package and the

Additional Disclosure Items, and (ii) other than as set forth in Schedule B hereto, it has not made

and will not make any offer relating to the Securities that would constitute a “free writing

prospectus” as defined in Rule 405 under the 1933 Act and which the parties agree, for the

purposes of this Agreement, includes (x) any “advertisement” as defined in Rule 482 under the

1933 Act; and (y) any sales literature, materials or information provided to investors by, or with

the approval of, the Company in connection with the marketing of the Offering, including any in-

person road show or investor presentations (including slides and scripts relating thereto) made to

investors by or on behalf of the Company (the materials and information referred to in this

Section 3(f), other than the Registration Statement, the Prospectus and the Disclosure Package,

are herein referred to as an “Additional Disclosure Item”); any Additional Disclosure Item the

use of which has been consented to by the Representative is listed on Schedule B hereto.

(g)Amendments or Supplements to the Disclosure Package. If there occurs an event or

development as a result of which the Disclosure Package would include an untrue statement of a

material fact or would omit to state a material fact necessary in order to make the statements

therein, in light of the circumstances then prevailing, not misleading, the Company will promptly

notify the Underwriters so that any use of the Disclosure Package may cease until it is amended

or supplemented (at the sole cost and expense of the Company).

(h)Blue Sky and Other Qualifications. The Company will use commercially reasonable

efforts, in cooperation with the Underwriters, to qualify the Securities for offering and sale, or to

obtain an exemption for the Securities to be offered and sold, under the applicable securities laws

of such states and other jurisdictions (domestic or foreign) as the Representative may designate

and to maintain such qualifications and exemptions in effect for so long as required for the

distribution of the Securities (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.

(i)Rule 158. The Company will timely file such reports pursuant to the 1934 Act as are

necessary in order to make generally available to its securityholders as soon as practicable an

earnings statement for the purposes of, and to provide to the Underwriters the benefits

contemplated by, the last paragraph of Section 11(a) of the 1933 Act.

(j)Use of Proceeds. The Company will use the net proceeds received by it from the sale of

the Securities in the manner specified in the Prospectus and the Disclosure Package under “Use

of Proceeds.”

(k)Reserved.

(l)Restriction on Sale of Securities. During the period beginning from the date hereof and

continuing to and including the Closing Time, the Company will not sell, offer to sell, contract or

agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree

to dispose of, directly or indirectly, any debt securities issued or guaranteed by the Company that

are substantially similar to the Securities or any securities convertible into or exchangeable or

exercisable for debt securities issued or guaranteed by the Company that are substantially similar

to the Securities, or file or cause to be declared effective a registration statement under the 1933

Act with respect to any of the foregoing, without the prior written consent of the Representative,

which may not be unreasonably withheld. The foregoing sentence shall not apply to (i) the

registration of the Securities and the sales to the Underwriters pursuant to this Agreement, (ii)

borrowings under the Credit Facilities, (iii) the issuance of SBA-guaranteed debentures by the

Funds or (iv) the filing by the Company of a universal shelf registration statement covering

various securities, including debt and equity securities and certain purchase rights relating

thereto.

(m)DTC. The Company will cooperate with the Underwriters and use its commercially

reasonable efforts to permit the offered Securities to be eligible for clearance and settlement

through the facilities of DTC.

(n)Reporting Requirements. During the period when the Prospectus is required (or, but for

the provisions of Rule 172, would be required) by the 1933 Act, the 1933 Act Regulations, the

1934 Act and the 1934 Act Regulations to be delivered (whether to meet the request of

purchasers pursuant to Rule 173(d) or otherwise), the Company will file all documents required

to be filed with the Commission pursuant to the 1934 Act and the 1934 Act Regulations within

the time periods required by the 1934 Act and the 1934 Act Regulations.

(o)Subchapter M. The Company has qualified to be taxed as a RIC under Subchapter M of

the Code for its taxable years ended December 31, 2007 through December 31, 2025, and will

use its commercially reasonable efforts to maintain qualification as a RIC under Subchapter M of

the Code for its taxable year ending December 31, 2026 and thereafter.

(p)No Price Stabilization or Manipulation. The Company has not taken and will not take,

directly or indirectly, any action designed to or that might be reasonably expected to cause or

result in stabilization or manipulation of the price of any security of the Company to facilitate the

sale or resale of the Securities in violation of any law, statute, regulation or rule applicable to the

Company.

(q)Continued Compliance with SBA Requirements. The Company will use commercially

reasonable efforts to cause each of the Funds to continue to comply with the SBA requirements

applicable to them and meet their obligations as SBICs licensed by the SBA.

(r)Preparation of Prospectus. Immediately following the execution of this Agreement,

subject to Section 3(a) hereof, the Company will prepare the Prospectus, which shall contain the

selling terms of the Securities, the plan of distribution thereof and such other information as may

be required by the 1933 Act or the 1933 Act Regulations or as the Representative and the

Company may reasonably deem appropriate and will file or transmit for filing with the

Commission the Prospectus in accordance with the provisions of Rule 430B and in the manner

and within the time period required by Rule 424(b).

Section 4.Payment of Expenses.

(a)Expenses. The Company will pay all expenses incident to the performance of its

obligations under this Agreement, including (i) the preparation, printing and filing of the

Registration Statement (including financial statements and exhibits) as originally filed and of

each amendment thereto, (ii) the preparation, printing and delivery to the Underwriters of this

Agreement, any agreement among Underwriters and such other documents as may be required in

connection with the offering, purchase, sale, issuance or delivery of the Securities, the Indenture

and such other documents as may be required in connection therewith, (iii) the preparation,

issuance and delivery of the certificates for the Securities, if any, to the Underwriters, including

any stock or other transfer taxes and any stamp or other duties payable upon the sale, issuance or

delivery of the Securities to the Underwriters, (iv) the fees and disbursements of the Company’s

counsel, accountants and other advisers, (v) the printing and delivery to the Underwriters of

copies of the Prospectus and any amendments or supplements thereto, (vi) the fees and expenses

of any transfer agent or registrar for the Securities and of the Trustee, (vii) the filing fees incident

to the review by FINRA of the terms of the sale of the Securities, and (viii) the transportation,

lodging, graphics and other expenses of the Company and its officers related to the preparation

for and participation by the Company and its officers in the road show.

(b)Termination of Agreement. If this Agreement is terminated by the Underwriters

in accordance with the provisions of Section 5 or Section 9(a) hereof, the Company shall

reimburse, or arrange for an affiliate to reimburse, the Underwriters for all of their out-of-pocket

expenses, including the reasonable fees and disbursements of counsel for the Underwriters.

Section 5.Conditions of Underwriters’ Obligations.

The obligations of the Underwriters hereunder are subject to the accuracy of the

representations and warranties of the Company contained in Section 1 hereof, in certificates of

any officer of the Company delivered pursuant to the provisions hereof, to the performance by

the Company of its covenants and other obligations hereunder, and to the following further

conditions:

(a)Effectiveness of Registration Statement. The Registration Statement shall be effective

and at the Closing Time no stop order or other temporary or permanent order or decree (whether

under the 1933 Act or otherwise) suspending the effectiveness of the Registration Statement or

the use of the Prospectus shall have been issued or otherwise be in effect, and no proceedings

with respect to either shall have been initiated or, to the knowledge of the Company, threatened

by the Commission, and any request on the part of the Commission for additional information

shall have been complied with to the reasonable satisfaction of counsel to the Underwriters. The

Prospectus shall have been filed with the Commission in accordance with Rule 424 under the

1933 Act.

(b)Opinions of Counsel for the Company. At the Closing Time, the Underwriters shall have

received the opinion, dated as of the Closing Time, from Dechert LLP, counsel for the Company,

as to the matters set forth on Schedule C hereto. In giving such opinion, such counsel may state

that, insofar as such opinion involves factual matters, they have relied, to the extent they deem

proper, upon certificates of officers of the Company and certificates of public officials.

(c)Opinion of Counsel for Underwriters. At the Closing Time, the Underwriters shall have

received the favorable opinion, dated as of the Closing Time, from Fried, Frank, Harris, Shriver

& Jacobson LLP, counsel for the Underwriters, together with signed or reproduced copies of

such letter for each of the other Underwriters with respect to the Registration Statement, the

Prospectus and other related matters as the Underwriters may reasonably require. In giving such

opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than

the federal law of the United States, upon the opinions of counsel satisfactory to the

Underwriters. Such counsel may also state that, insofar as such opinion involves factual matters,

they have relied, to the extent they deem proper, upon certificates of officers of the Company and

certificates of public officials.

(d)Officers’ Certificate. At the Closing Time, there shall not have been, since the date

hereof or since the respective dates as of which information is given in the Prospectus, any

Material Adverse Change or any development involving a prospective Material Adverse Change,

and the Underwriters shall have received a certificate of a duly authorized officer of the

Company and of the chief financial or chief accounting officer of the Company dated as of the

Closing Time, to the effect that (i) there has been no such Material Adverse Change, (ii) the

representations and warranties in Section 1 hereof are true and correct with the same force and

effect as though expressly made at and as of the Closing Time, (iii) the Company has complied

with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior

to the Closing Time, and (iv) no stop order suspending the effectiveness of the Registration

Statement, pursuant to Section 8(d) of the 1933 Act, has been issued and no proceedings for any

such purpose have been instituted or, to the knowledge of the Company, are pending or are

contemplated by the Commission.

(e)Accountant’s Comfort Letter. At the time of the execution of this Agreement, the

Underwriters shall have received from Grant Thornton LLP a letter, dated such date, in form and

substance satisfactory to the Underwriters.

(f)Bring-down Comfort Letter. At the Closing Time, the Underwriters shall have received

from Grant Thornton LLP a letter, dated as of the Closing Time, to the effect that they reaffirm

the statements made in the letter furnished pursuant to Section 5(e) of this Agreement.

(g)Reserved.

(h)Maintenance of Rating. Subsequent to the execution and delivery of this Agreement and

prior to the Closing Time, there shall not have been any decrease in the rating of any of the

Company’s debt securities by any “nationally recognized statistical rating organization” (as

defined in Section 3(a)(62) of the 1934 Act), or any notice given of any intended or potential

decrease in any such rating or of a possible change in any such rating that does not indicate the

direction of the possible change, and no such organization shall have publicly announced it has

under surveillance or review any such rating.

(i)Chief Financial Officer’s Certificate. At the time of the execution of this Agreement and

the Closing Time, the Underwriters shall have received from the Chief Financial Officer of the

Company a certificate in form and substance reasonably satisfactory to the Underwriters.

(j)Additional Documents. At the Closing Time, counsel for the Underwriters shall have

been furnished with such documents and opinions as they may reasonably require for the purpose

of enabling them to pass upon the issuance and sale of the Securities as herein contemplated, or

in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of

any of the conditions herein contained; and all proceedings taken by the Company in connection

with the issuance and sale of the Securities as herein contemplated shall be reasonably

satisfactory in form and substance to the Underwriters and counsel for the Underwriters.

(k)Reserved.

(l)Termination of Agreement. If any condition specified in this Section 5 shall not have

been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the

Underwriters by notice to the Company at any time at or prior to the Closing Time and such

termination shall be without liability of any party to any other party except as provided in

Section 4 and except that Section 1, Section 6, Section 7, Section 8, Section 12, Section 15,

Section 16 and Section 17 shall survive any such termination and remain in full force and effect.

Section 6.Indemnification.

(a)Indemnification of Underwriters. The Company agrees to indemnify, defend and hold

harmless each Underwriter, its partners, directors, officers and employees, and any person who

controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the

1934 Act, and the successors and assigns of all of the foregoing persons, from and against:

(i)any and all loss, damage, expense, liability or claim whatsoever (including the reasonable

cost of any investigation incurred in connection therewith) which, jointly or severally, any such

Underwriter or any such person may incur under the 1933 Act, the 1934 Act, the 1940 Act, the

common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of

or is based upon (A) 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 (B) any untrue statement or alleged untrue statement of a

material fact included in the Disclosure Package or the Prospectus (or any amendment or

supplement thereto), or any Additional Disclosure Item (when taken together with the Disclosure

Package), 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, damage, expense, liability or claim 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 arises out of or is based upon any such untrue statement or omission referred to in

clause (i); provided that (subject to Section 6(d) below) any such settlement is effected with the

written consent of the Company; and

(iii)against any and all expense whatsoever, as incurred (including the fees and disbursements

of counsel chosen by the Representative), reasonably incurred in investigating, preparing or

defending against any actual or threatened litigation (including the fees and disbursements of

counsel chosen by the Representative), 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 clauses (i) or (ii) above.

(iv)

(v)Notwithstanding the foregoing, the indemnification provisions set forth in this Section

6(a) shall not apply to any loss, damage, expense, liability or claim to the extent arising out of or

based upon any untrue statement or omission or alleged untrue statement or omission made in

reliance upon and in conformity with written information furnished to the Company by any

Underwriter through the Representative or its counsel expressly for use in the Registration

Statement (or any amendment thereto), the Disclosure Package or the Prospectus (or any

amendment or supplement thereto) or any Additional Disclosure Item, it being understood and

agreed upon that the only such information furnished by any Underwriter consists of the

information set forth in Section 6(f) below.

(b)Indemnification of the Company, Directors and Officers. Each Underwriter severally and

not jointly agrees to indemnify and hold harmless the Company, its directors, officers, and each

person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or

Section 20 of the 1934 Act against any and all loss, damage, expense, liability or claim described

in Section 6(a), as incurred, but only with respect to untrue statements or omissions, or alleged

untrue statements or omissions, made in the Registration Statement (or any amendment thereto),

the Disclosure Package or the Prospectus (or any amendment or supplement thereto) or any

Additional Disclosure Item (when taken together with the Disclosure Package) in reliance upon

and in conformity with written information furnished to the Company by such Underwriter

through the Representative or its counsel expressly for use in the Registration Statement (or any

amendment thereto) or the Disclosure Package or the Prospectus (or any amendment or

supplement thereto) or any Additional Disclosure Item, it being understood and agreed upon that

the only such information furnished by any Underwriter consists of the information set forth in

Section 6(f) below.

(c)Actions against Parties; Notification. Each indemnified party shall give notice as

promptly as reasonably practicable to each indemnifying party of any action commenced against

it in respect of which indemnity may be sought hereunder, but failure to so notify an

indemnifying party shall not relieve such indemnifying party from any liability hereunder to the

extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from

any liability which it may have otherwise than on account of this indemnity agreement. In the

case of parties indemnified pursuant to Section 6(a), counsel to the indemnified parties shall be

selected by the Representative, and, in the case of parties indemnified pursuant to Section 6(b),

counsel to the indemnified parties shall be selected by the Company. An indemnifying party

may participate at its own expense in the defense of any such action; provided, however, that

counsel to the indemnifying party shall not (except with the consent of the indemnified party)

also be counsel to the indemnified party. In no event shall the indemnifying parties be liable for

fees and expenses of more than one counsel (in addition to any local counsel) separate from their

own counsel for all indemnified parties in connection with any one action or separate but similar

or related actions in the same jurisdiction arising out of the same general allegations or

circumstances. No indemnifying party shall, without the prior written consent of the indemnified

parties, settle or compromise or consent to the entry of any judgment with respect to any

litigation, or any investigation or proceeding by any governmental agency or body, commenced

or threatened, or any claim whatsoever in respect of which indemnification or contribution could

be sought under this Section 6 or Section 7 hereof (whether or not the indemnified parties are

actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an

unconditional release of each indemnified party from all liability arising out of such litigation,

investigation, proceeding or claim and (ii) 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.

(d)Settlement without Consent if Failure to Reimburse. If at any time an indemnified party

shall have requested an indemnifying party to reimburse the indemnified party for fees and

expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of

the nature contemplated by Section 6(a)(ii) effected without its written consent if (i) such

settlement is entered into more than 45 days after receipt by such indemnifying party of the

aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such

settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying

party shall not have reimbursed such indemnified party in accordance with such request prior to

the date of such settlement; provided that an indemnifying party shall not be liable for any such

settlement effected without its consent if such indemnifying party, prior to the date of such

settlement, (1) reimburses such indemnified party in accordance with such request for the

amount of such fees and expenses of counsel as the indemnifying party believes in good faith to

be reasonable, and (2) provides written notice to the indemnified party that the indemnifying

party disputes in good faith the reasonableness of the unpaid balance of such fees and expenses.

(e)[Reserved].

(f)Information Provided by Underwriters. The Company and the Underwriters

acknowledge and agree that (i) the concession and reallowance figures appearing under the

caption “Underwriting (Conflicts of Interest)–Commissions and Discounts” in the Prospectus,

(ii) the statements set forth in the first sentence of each of the first and second paragraphs under

the caption “Underwriting (Conflicts of Interest)–Price Stabilization and Short Positions” in the

Prospectus, and (iii) the list of Underwriters and their respective participation in the sale of the

Securities, which is set forth in the first table under the caption “Underwriting (Conflicts of

Interest)” in the Prospectus, constitute the only information furnished in writing by or on behalf

of the several Underwriters for inclusion in the Prospectus.

Section 7.Contribution.

If the indemnification provided for in Section 6 hereof is for any reason unavailable to or

insufficient to hold harmless an indemnified party in respect of any losses, liabilities, claims,

damages or expenses referred to therein, then each indemnifying party shall contribute to the

aggregate amount of such losses, liabilities, claims, damages and expenses incurred by such

indemnified party, as incurred, (i) in such proportion as is appropriate to reflect the relative

benefits received by the Company on the one hand and the Underwriters on the other hand from

the offering of the Securities pursuant to this Agreement or (ii) if the allocation provided by

clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not

only the relative benefits referred to in clause (i) above but also the relative fault of the Company

on the one hand and of the Underwriters on the other hand in connection with the statements or

omissions which resulted in such losses, liabilities, claims, damages or expenses, as well as any

other relevant equitable considerations.

The relative benefits received by the Company on the one hand and the Underwriters on

the other hand in connection with the Offering pursuant to this Agreement shall be deemed to be

in the same respective proportions as the total net proceeds from the Offering pursuant to this

Agreement (before deducting expenses) received by the Company and the total underwriting

discount received by the Underwriters (whether from the Company or otherwise), in each case as

set forth on the cover of the Prospectus bear to the aggregate principal offering amount of the

Securities as set forth on such cover.

The relative fault of the Company on the one hand and the Underwriters on the other

hand shall be determined by reference to, among other things, whether any such 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 by the Underwriters and the parties’ relative intent,

knowledge, access to information and opportunity to correct or prevent such statement or

omission.

The Company and the Underwriters agree that it would not be just and equitable if

contribution pursuant to this Section 7 were determined by pro rata allocation (even if the

Underwriters were treated as one entity for such purpose) or by any other method of allocation

which does not take account of the equitable considerations referred to above in this Section 7.

The aggregate amount of losses, liabilities, claims, damages and expenses incurred by an

indemnified party and referred to above in this Section 7 shall be deemed to include any legal or

other expenses reasonably incurred by such indemnified party 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 or

alleged untrue statement or omission or alleged omission.

No Underwriter shall be required to contribute any amount in excess of the amount by

which the total price at which the Securities underwritten by it and distributed to the public were

offered to the public exceeds the amount of any damages which such Underwriter has otherwise

been required to pay by reason of any such untrue or alleged untrue statement or omission or

alleged omission.

Notwithstanding the provisions of this Section 7, no person guilty of fraudulent

misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to

contribution from any person who was not guilty of such fraudulent misrepresentation.

For purposes of this Section 7, each person, if any, who controls an Underwriter within

the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have the same

rights to contribution as such Underwriter, and each director and officer of the Company and

each person, if any, who controls the Company, within the meaning of Section 15 of the 1933

Act or Section 20 of the 1934 Act shall have the same rights to contribution as the Company.

The Underwriters’ respective obligations to contribute pursuant to this Section 7 are several in

proportion to the number of Securities set forth opposite their respective names on Schedule A

hereto and not joint.

Notwithstanding any other provision of Section 6 or this Section 7, any indemnification

or contribution by the Company shall be subject to the requirements and limitations of Section

17(i) of the 1940 Act.

Section 8.Representations and Warranties to Survive Delivery.

All representations, warranties and covenants contained in this Agreement or in

certificates of officers of the Company submitted pursuant hereto, shall remain operative and in

full force and effect, regardless of any investigation made by or on behalf of any Underwriter,

any person controlling any Underwriter or any affiliate of any Underwriter, or by or on behalf of

the Company, its officers or directors or any person controlling the Company, and shall survive

the acceptance of and payment for any of the Securities.

Section 9.Termination of Agreement.

(a)Termination; General. The Underwriters may terminate this Agreement, by notice to the

Company, at any time at or prior to the Closing Time (i) if there has been, since the time of

execution of this Agreement or since the date of the Prospectus, any Material Adverse Change

whether or not arising in the ordinary course of business, or (ii) if there has occurred any material

adverse change in the financial markets in the United States or the international financial

markets, any material outbreak of hostilities or material escalation thereof or other calamity or

crisis or any change or development involving a prospective change in national or international

political, financial or economic conditions, in each case the effect of which is such as to make it,

in the judgment of the Underwriters, impracticable or inadvisable to market the Securities or to

enforce contracts for the sale of the Securities, or (iii) if trading in the Common Stock has been

suspended or materially limited by the Commission or the NYSE, or if trading generally on the

NYSE or Nasdaq markets has been suspended or materially limited, or minimum or maximum

prices for trading have been fixed, or maximum ranges for prices have been required, by any of

said exchanges or by such system or by order of the Commission, the NYSE or any other

governmental authority, or a material disruption has occurred in commercial banking or

securities settlement or clearance services in the United States, or (iv) if a banking moratorium

has been declared by either Federal or New York state authorities.

(b)Liabilities. If this Agreement is terminated pursuant to this Section, such termination

shall be without liability of any party to any other party except as provided in Section 4 hereof,

and provided further that Section 1, Section 6, Section 7, Section 8, Section 11, Section 12 and

Section 13 shall survive such termination and remain in full force and effect.

Section 10.Default by One or More of the Underwriters.

(a)If one or more of the Underwriters shall fail at the Closing Time to purchase the

Securities which it or they are obligated to purchase under this Agreement (the “Defaulted

Securities”), the Representative shall have the right, within 24 hours thereafter, to make

arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to

purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed

upon and upon the terms herein set forth; if, however, the Representative shall not have

completed such arrangements within such 24-hour period, then:

(i)if the number of Defaulted Securities does not exceed 10% of the number of Securities to

be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally

and not jointly, to purchase the full amount thereof in the proportions that their respective

underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting

Underwriters, or

(ii)if the number of Defaulted Securities exceeds 10% of the number of Securities to be

purchased on such date, this Agreement shall terminate without liability on the part of any non-

defaulting Underwriter.

(b)No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from

liability in respect of its default.

(c)In the event of any such default which does not result in a termination of this Agreement

either the Representative or the Company shall have the right to postpone the Closing Time for a

period not exceeding seven (7) days in order to effect any required changes in the Registration

Statement or Prospectus or in any other documents or arrangements. As used herein, the term

“Underwriter” includes any person substituted for an Underwriter under this Section 10.

Section 11.Notices.

All communications hereunder shall be in writing and shall be mailed, hand delivered, e-

mailed or telecopied and confirmed to the parties hereto as follows:


If to the Underwriters:	with a copy to:
RBC Capital Markets, LLC Brookfield Place 200 Vesey Street, 8th Floor New York, New York 10281 Telephone: (212) 618-7706 Attention: DCM Transaction Management/Scott Primrose E-mail: TMGUS@rbccm.com	Fried, Frank, Harris, Shriver & Jacobson LLP One New York Plaza New York, New York 10004 Fax: (212) 859-4000 Attention: Joshua Wechsler, Esq. E-mail: joshua.wechsler@friedfrank.com


If to the Company:	with a copy to:
Main Street Capital Corporation 1300 Post Oak Boulevard, 8th Floor Houston, Texas 77056 Fax: (713) 350-6042 Attention: Dwayne L. Hyzak E-mail: dhyzak@mainstcapital.com	Dechert LLP 1900 K Street, NW Washington, D.C. 20006 Fax: (202) 261-3333 Attention: Harry S. Pangas, Esq. E-mail: harry.pangas@dechert.com

Any party hereto may change the address for receipt of communications by giving written notice

to the others.

Section 12.Parties.

This Agreement shall each inure to the benefit of and be binding upon the Underwriters,

the Company, and their respective partners and successors. Nothing expressed or mentioned in

this Agreement is intended or shall be construed to give any person, firm or corporation, other

than the Underwriters, the Company, and their respective successors and the controlling persons

and officers and directors referred to in Sections 6 and 7 and their heirs and legal representatives,

any legal or equitable right, remedy or claim under or in respect of this Agreement or any

provision herein contained. This Agreement and all conditions and provisions hereof are

intended to be for the sole and exclusive benefit of the Underwriters, the Company, and their

respective partners and successors, and said controlling persons and officers, directors and their

heirs and legal representatives, and for the benefit of no other person, firm or corporation. No

purchaser of Securities from any Underwriter shall be deemed to be a successor by reason merely

of such purchase.

Section 13.No Fiduciary Obligation.

The Company acknowledges and agrees that each of the Underwriters have acted, and are

acting, solely in the capacity of an arm’s-length contractual counterparty to the Company with

respect to the Offering contemplated hereby (including in connection with determining the terms

of the Offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or

any other person. Additionally, the Underwriters have not advised, and are not advising, the

Company or any other person as to any legal, tax, investment, accounting or regulatory matter in

any jurisdiction with respect to the transactions contemplated hereby. The Company shall

consult with its own advisors concerning such matters and shall be responsible for making its

own independent investigation and appraisal of the transactions contemplated hereby, and the

Underwriters shall have no responsibility or liability to the Company with respect thereto. Any

review by the Underwriters of the Company, the transactions contemplated hereby or other

matters relating to such transactions has been and will be performed solely for the benefit of the

Underwriters and have not been and shall not be on behalf of the Company or any other person.

It is understood that the offering price was arrived at through arm’s-length negotiations between

the Underwriters and the Company, and that such price was not set or otherwise determined as a

result of expert advice rendered to the Company by any Underwriter. The Company

acknowledges and agrees that the Underwriters are collectively acting as an independent

contractor, and any duty of the Underwriters arising out of this Agreement and the transactions

completed hereby shall be contractual in nature and expressly set forth herein. Notwithstanding

anything in this Agreement to the contrary, the Company acknowledges that the Underwriters

may have financial interests in the success of the Offering contemplated hereby that are not

limited to the difference between the price to the public and the purchase price paid to the

Company by the Underwriters for the Securities.

Section 14.Research Analyst Independence.

The Company acknowledges that (i) the Underwriters’ research analysts and research

departments are required to be independent from their respective investment banking divisions

and are subject to certain regulations and internal policies and (ii) the Underwriters’ research

analysts may hold views and make statements or investment recommendations and/or publish

research reports with respect to the Company, the value of the Common Stock, the Securities

and/or the Offering that differ from the views of their respective investment banking divisions.

The Company hereby waives and releases, to the fullest extent permitted by law, any claims that

it may have against the Underwriters with respect to any conflict of interest that may arise from

the fact that the views expressed by the Underwriters’ independent research analysts and research

departments may be different from or inconsistent with the views or advice communicated to the

Company by any Underwriter’s investment banking division. The Company acknowledges that

each of the Underwriters is a full service securities firm and as such, from time to time, subject to

applicable securities laws, may effect transactions for its own account or the account of its

customers and hold long or short positions in debt or equity securities of the companies that are

the subject of the transactions contemplated by this Agreement.

Section 15.Governing Law and Time.

THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING

UNDER OR RELATED THERETO SHALL BE GOVERNED BY AND CONSTRUED IN

ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO

AGREEMENTS MADE AND TO BE PERFORMED IN SAID STATE. UNLESS

OTHERWISE EXPLICITLY PROVIDED, SPECIFIED TIMES OF DAY REFER TO

EASTERN TIME.

Section 16.Jurisdiction

The Company and each of the Underwriters hereby submit to the jurisdiction of and

venue in the federal courts located in the City of New York, New York in connection with any

dispute related to this Agreement, any transaction contemplated hereby, or any other matter

contemplated hereby.

Section 17.Waiver of Trial by Jury.

THE COMPANY AND EACH OF THE UNDERWRITERS HEREBY IRREVOCABLY

WAIVE, 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 THE TRANSACTIONS CONTEMPLATED

HEREBY.

Section 18.Effect of Headings.

The Article and Section headings herein are for convenience only and shall not affect the

construction hereof.

Section 19.Recognition of the U.S. Special Resolution Regimes.

(a)In the event that any Underwriter that is a Covered Entity becomes subject to a

proceeding under a U.S. Special Resolution Regime, the transfer from such Underwriter of this

Agreement, and any interest and obligation in or under this Agreement, will be effective to the

same extent as the transfer would be effective under the U.S. Special Resolution Regime if this

Agreement, and any such interest and obligation, were governed by the laws of the United States

or a state of the United States.

(b)In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate

of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime,

Default Rights under this Agreement that may be exercised against such Underwriter are

permitted to be exercised to no greater extent than such Default Rights could be exercised under

the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United

States or a state of the United States.

For purposes of this Section 19, a “BHC Act Affiliate” has the meaning assigned to the

term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k). “Covered

Entity” means any of the following: (i) a “covered entity” as that term is defined in, and

interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is

defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as

that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Default Right”

has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R.

§§ 252.81, 47.2 or 382.1, as applicable. “U.S. Special Resolution Regime” means each of (i) the

Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the

Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated

thereunder.

(Signature Page to Underwriting Agreement)

If the foregoing is in accordance with your understanding of our agreement, please sign

and return to us a counterpart hereof, whereupon this instrument, along with all counterparts, will

become a binding agreement among the Company and the Underwriters and in accordance with

its terms.

Very truly yours,

Main Street Capital Corporation

By: /s/ Dwayne L. Hyzak

Name: Dwayne L. Hyzak

Title: Chief Executive Officer

(Signature Page to Underwriting Agreement)

Confirmed and Accepted,

as of the date first above written:

RBC Capital Markets, LLC

By:/s/ Jay Anderson

Name: Jay Anderson

Title: Managing Director & Head of US FIG DCM

For itself and on behalf of the other

Underwriters named on Schedule A hereto.

SCHEDULE A


Name of Underwriter	Principal Amount of Securities
RBC Capital Markets, LLC ............................................................	$100,000,000
J.P. Morgan Securities LLC ............................................................	$100,000,000
SMBC Nikko Securities America, Inc. ...........................................	$100,000,000
Truist Securities, Inc. ......................................................................	$100,000,000
Huntington Securities, Inc. .............................................................	$27,632,000
Raymond James & Associates, Inc. ................................................	$18,421,000
Academy Securities, Inc. ................................................................	$15,789,000
Zions Direct, Inc. ............................................................................	$10,526,000
TCBI Securities, Inc., doing business as Texas Capital Securities .	$9,211,000
Hancock Whitney Investment Services, Inc. ..................................	$7,895,000
Fifth Third Securities, Inc. ..............................................................	$5,263,000
FNB America Securities LLC .........................................................	$5,263,000
Total ...............................................................................................	$500,000,000

SCHEDULE B

1.Final Term Sheet dated October 27, 2026, substantially in the form attached hereto as

Annex I, containing the terms of the Securities, filed with the Commission on October 27, 2026

pursuant to Rule 433.

2.Pricing Press Release dated October 27, 2026.

3.“Debt Capital Markets Presentation: Second Quarter 2026” filed with the Commission on

August 7, 2026 pursuant to Rule 433.

4.“Investor Calls” Bloomberg filed with the Commission on October 26, 2026 pursuant to

Rule 497(a) (as a Rule 482ad).

5.“Announcement” Bloomberg to be filed with the Commission on October 28, 2026

pursuant to Rule 497(a) (as a Rule 482ad).

6.“Guidance” Bloomberg to be filed with the Commission on October 28, 2026 pursuant to

Rule 497(a) (as a Rule 482ad).

7.“Launch” Bloomberg to be filed with the Commission on October 28, 2026 pursuant to

Rule 497(a) (as a Rule 482ad).

8.“Priced” Bloomberg to be filed with the Commission on October 28, 2026 pursuant to

Rule 497(a) (as a Rule 482ad).

SCHEDULE C

Form(s) of Opinion from Dechert LLP

[omitted]

ANNEX I

Final Term Sheet

MAIN STREET CAPITAL CORPORATION

$500,000,000

6.550% Notes due 2030

PRICING TERM SHEET

October 27, 2026

The following sets forth the final terms of the 6.550% Notes due 2030 and should only be read together with the

preliminary prospectus supplement dated October 27, 2026, together with the accompanying prospectus dated

February 28, 2025, relating to these securities (collectively, the “Preliminary Prospectus”), and supersedes the

information in the Preliminary Prospectus to the extent inconsistent with the information in the Preliminary

Prospectus. In all other respects, this pricing term sheet is qualified in its entirety by reference to the Preliminary

Prospectus. Terms used herein but not defined herein shall have the respective meanings as set forth in the

Preliminary Prospectus. All references to dollar amounts are references to U.S. dollars.


Issuer:	Main Street Capital Corporation
Security:	6.550% Notes due 2030
Expected Ratings*:	BBB- Stable (S&P) BBB- Stable (Fitch)
Aggregate Principal Amount Offered:	$500,000,000
Maturity:	January 15, 2030
Trade Date:	October 27, 2026
Settlement Date**:	October 29, 2026 (T+2)
Use of Proceeds:	To initially repay outstanding indebtedness, including amounts outstanding under the Company’s multi-year revolving credit facility and/or under the Company’s special purpose vehicle revolving credit facility.
Price to Public (Issue Price):	99.258% of the principal amount
Coupon (Interest Rate):	6.550%
Yield to Maturity:	6.800%
Spread to Benchmark Treasury:	+ 200 basis points
Benchmark Treasury:	4.875% due October 15, 2029
Benchmark Treasury Price and Yield:	100-06+ and 4.800%
Interest Payment Dates:	January 15 and July 15 of each year, commencing July 15, 2027.
Optional Redemption:	Prior to December 15, 2029 (one month prior to the maturity date of the Notes) (the “Par Call Date”), the Company may redeem the Notes at its option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:
	(1)(a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 30 basis points less (b) interest accrued to the date of redemption, and
	(2)100% of the principal amount of the Notes to be redeemed,
	plus, in either case, accrued and unpaid interest thereon to the redemption date.


	On or after the Par Call Date, the Company may redeem the Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to the redemption date.
Offer to Purchase upon a Change of Control Repurchase Event:	If a Change of Control Repurchase Event (as defined in “Description of the Notes” in the Preliminary Prospectus) occurs prior to maturity, holders will have the right, at their option, to require the Company to repurchase for cash some or all of the Notes at a repurchase price equal to 100% of the principal amount of the Notes being repurchased, plus accrued and unpaid interest to, but not including, the repurchase date.
Denomination:	$2,000 and integral multiples of $1,000 in excess thereof
CUSIP:	56035L AM6
ISIN:	US56035LAM63
Underwriting Discount:	0.50%
Active Bookrunners:	RBC Capital Markets, LLC
	J.P. Morgan Securities LLC
	SMBC Nikko Securities America, Inc.
	Truist Securities, Inc.
Passive Bookrunner:	Huntington Securities, Inc.
Co-Managers:	Raymond James & Associates, Inc.
	Academy Securities, Inc.
	Zions Direct, Inc.
	TCBI Securities, Inc., doing business as Texas Capital Securities
	Hancock Whitney Investment Services, Inc.
	Fifth Third Securities, Inc.
	FNB America Securities LLC

* Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or

withdrawal at any time.

** Under Rule 15c6-1 of the Securities Exchange Act of 1934, trades in the secondary market generally are required

to settle in one business day, unless the parties to such trade expressly agree otherwise at the time of the trade.

Accordingly, purchasers who wish to trade the Notes prior to the business day before the date of delivery of the

Notes will be required, by virtue of the fact that the Notes initially will settle in two business days (T+2), to specify

alternative settlement arrangements to prevent a failed settlement.

Investors are advised to carefully consider the investment objectives, risks, charges and expenses of Main

Street Capital Corporation before investing. The Preliminary Prospectus, which has been filed with the

Securities and Exchange Commission, contains this and other information about Main Street Capital

Corporation and should be read carefully before investing.

The information in the Preliminary Prospectus and in this announcement is not complete and may be changed. The

Preliminary Prospectus and this pricing term sheet are not offers to sell any securities of Main Street Capital

Corporation and are not soliciting an offer to buy such securities in any state where such offer and sale is not

permitted.

The issuer has filed a registration statement, including a prospectus and a preliminary prospectus supplement

with the Securities and Exchange Commission, for the offering to which this communication relates. Before

you invest, you should read the Preliminary Prospectus and other documents the issuer has filed with the

Securities and Exchange Commission for more complete information about the issuer and this offering. You

may get these documents for free by visiting EDGAR on the Securities and Exchange Commission web site at

www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will

arrange to send you the Preliminary Prospectus if you request them by contacting RBC Capital Markets,

LLC, Attention: Investment Grade Syndicate Desk, Brookfield Place, 200 Vesey St., 8th Floor, New York,

New York 10281, telephone: 866-375-6829, or e-mail: rbcnyfixedincomeprospectus@rbccm.com; J.P. Morgan

Securities LLC, 270 Park Avenue, New York, New York 10017, Attn: Investment Grade Syndicate Desk,

telephone (collect): 212-834-4533, or email: prospectus-eq_fi@jpmchase.com; SMBC Nikko Securities

America, Inc., 277 Park Avenue, New York, New York 10172, Attn: Debt Capital Markets, email:

prospectus@smbcnikko-si.com; or Truist Securities, Inc., 740 Battery Avenue SE, Atlanta, Georgia, 30339,

Attn: Prospectus Dept, telephone: 800-685-4786, or email: truistsecurities.prospectus@truist.com.