Underwriting Agreement

New York, NY 10022

Ladies and Gentlemen:

1.      Delivery and Payment .  On the basis of the representations, warranties and agreements of the Company herein contained, and subject to the terms and conditions set forth in this Agreement:

(a)      The Underwriter agrees to purchase from the Company an aggregate of 4,250,000 Firm Shares at a purchase price of $4.75 per share of Common Stock (the “ Purchase Price ”).

(b)      Payment of the Purchase Price for, and delivery of, the Firm Shares shall be made at a closing (the “ Closing ”) at the offices of Skadden, Arps, Slate, Meagher & Flom LLP, counsel for the Company, located at Four Times Square, New York, New York at 10:00 a.m., local time, on October 9, 2009 or at such other time and date as the Underwriter and the Company determine pursuant to Rule 15c6-1(a) under the Securities Exchange Act of 1934, as amended (the " Exchange Act ") (such date of payment and delivery being herein referred to as the “ Closing Date ”), and upon satisfaction of the conditions set forth in this Agreement, the Company shall deliver the Firm Shares, which shall be registered in the name or names and shall be in such denominations as the Underwriter may request at least one (1) business day before the Closing Date, to the Underwriter, which delivery, with respect to the Firm Shares, may be made through the facilities of the Depository Trust Company.  At least one (1) business day prior to the Closing Date, the Underwriter shall submit to the Company its bona fide written estimate of the amount, if any, of expenses for which the Underwriter is entitled to reimbursement pursuant hereto.

(c)     For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Shares as contemplated by the Prospectus (as hereinafter defined), the Underwriter may purchase all or less than all of the Additional Shares. The price per share to be paid for the Additional Shares shall be the Purchase Price. The Company agrees to sell to the Underwriter the number of shares of Additional Shares specified in the written notice by the Underwriter as described below and the Underwriter agrees to purchase such Additional Shares.  The option granted hereby may be exercised as to all or any part of the Additional Shares at any time not more than twice during the thirty (30) calendar days subsequent to the date of this Agreement. No Additional Shares shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered to and purchased by the Underwriter in accordance with this Agreement.  The right to purchase the Additional Shares or any portion thereof may be surrendered and terminated at any time upon notice by the Underwriter to the Company.

The option granted hereby may be exercised by written notice being given to the Company by the Underwriter setting forth the number of the Additional Shares to be purchased by the Underwriter and the date and time for delivery of and payment for the Additional Shares.  Each date and time for delivery of and payment for the Additional Shares (which may be the Closing Date, but not earlier) is herein referred to as the “ Option Closing Date ” and shall in no event be earlier than two (2) business days nor later than five (5) business days after written notice is given. The Option Closing Date and the Closing Date are collectively referred to as the “ Closing Dates .”

The Company will deliver the Additional Shares to the Underwriter in uncertificated form through the facilities of the Depository Trust Company , issued in such name and in such denominations as the Underwriter may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second full business day preceding the Option Closing Date.  The Option Closing Date and the location of delivery of, and the form of payment for, the Additional Shares may be varied by agreement between the Company and the Underwriter.

(d)     Prior to the earlier of (i) the date on which this Agreement is terminated and (ii) either of the Closing Dates, the Company shall not, without the prior written consent of the Underwriter, solicit or accept offers to purchase shares of the Common Stock (other than pursuant to the exercise of options or warrants to purchase shares of Common Stock that are outstanding at the date hereof) otherwise than through the Underwriter in accordance herewith.

(e)     No Shares which the Company has agreed to sell pursuant to this Agreement shall be deemed to have been purchased and paid for, or sold by the Company, until such Shares shall have been delivered to the Underwriter against payment by the Underwriter.  If the Company shall default in its obligations to deliver Shares to the Underwriter, the Company shall indemnify and hold the Underwriter harmless against any loss, claim, damage or expense arising from or as a result of such default by the Company in accordance with the procedures set forth in Section 6(c) herein.

2.      Representations and Warranties of the Company .  The Company represents and warrants to the Underwriter as of the date hereof, and as of each of the Closing Dates, as follows:

(a)      Registration Statement .  The Company meets the requirements for the use of Form N-2 under the Securities Act of 1933 (the " Securities Act "), and the rules and regulations (collectively referred to as the “ Rules and Regulations ”) of the Securities and Exchange Commission (the “ Commission ”) thereunder, and a registration statement (Registration No. 333-160781) on Form N-2, including a Preliminary Prospectus (as defined below), relating to the Shares being offered by the Company, and such amendments thereof as may have been required to the date of this Agreement, have been prepared by the Company in accordance with the provisions of the Securities Act and the Rules and Regulations, and such registration statement has been filed with and has been declared effective by the Commission. A final prospectus supplement containing information permitted to be omitted at the time of effectiveness by Rule 430C of the Rules and Regulations will be filed promptly by the Company with the Commission in accordance with Rule 497 of the Rules and Regulations.

(i)           The term “ Registration Statement” as used in this Agreement means the registration statement, as amended at the time it became effective, including all documents filed as a part thereof, and including any information contained in a prospectus subsequently filed with the Commission pursuant to Rule 497 under the Securities Act and deemed to be a part of the registration statement at the time of effectiveness pursuant to Rule 430C under the Securities Act, and as supplemented or amended, prior to the execution of this Agreement, including all financial schedules and exhibits thereto.  If the Company has filed one or more abbreviated registration statements to register additional shares of Common Stock pursuant to Rule 462(b) under the Rules and Regulations (each a “ Rule 462(b) Registration Statement ”), then any reference herein to the term “ Registration Statement ” shall also be deemed to include any such Rule 462(b) Registration Statement.

(ii)           The term “ Base Prospectus” as used in this Agreement means the base prospectus (in the form made available to the Underwriter by the Company to meet requests of purchasers pursuant to Rule 173 under the Securities Act), dated as of September 21, 2009, included in the Registration Statement at the time it was declared effective by the Commission.  The term “ Preliminary Prospectus” as used in this Agreement means any preliminary prospectus supplement specifically relating to the Shares in the form that is first filed with the Commission pursuant to Rule 497 under the Securities Act, together with the Base Prospectus attached thereto.  The term “ Prospectus Supplement” as used in this Agreement means the final prospectus supplement specifically relating to the Shares in the form that is first filed with the Commission pursuant to Rule 497 under the Securities Act after the date and time this Agreement is executed and delivered by the parties hereto.  The term “ Prospectus ” as used in this Agreement means the Base Prospectus together with the Prospectus Supplement.

(iii)           The term “ Time of Sale ” as used in this Agreement means the time of execution of this Agreement.

(iv)           The term “ Pricing Information ” as used in this Agreement, means the information included on Schedule I hereto (which information the Underwriter has informed the Company is being conveyed orally by the Underwriter to prospective purchasers at or prior to confirming sales of the shares in the offering).

(v)           The term “ Disclosure Package ” as used in this Agreement, means the Preliminary Prospectus and the Pricing Information, all considered together.

(b)      Registration Statement; Disclosure Package and Prospectus .  No order preventing or suspending the use of the Base Prospectus, any Preliminary Prospectus or the Prospectus has been issued by the Commission, and no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued, and no proceedings for that purpose have been instituted or, to the Company's knowledge, are threatened by the Commission.  The Registration Statement and any post effective amendment thereto complied when it became effective and at each of the Closing Dates, in all material respects, with the requirements of Form N-2 under the Securities Act.  The conditions to the use of Form N-2 in connection with the offering and sale of the Shares as contemplated hereby have been satisfied.  The Registration Statement, including any amendment thereto, did not, as of the Time of Sale, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; the Disclosure Package, as of the Time of Sale, did not contain 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, not misleading; and the Prospectus, as of the date that it is filed with the Commission and as of each of the Closing Dates, will not contain 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, not misleading; provided, in each case, that the Company makes no representations or warranties with respect to any Underwriter Information (as defined in Section 6(a) ).

(c)      Offering Materials .  The Company has not, directly or indirectly, distributed and will not distribute any offering material in connection with the Offering other than any Preliminary Prospectus, the Prospectus and other materials, if any, permitted under the Securities Act.

(d)      Organization .  The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of New York, with the corporate power and authority necessary to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Disclosure Package and the Prospectus.

(e)      Capitalization .  As of the date hereof, the authorized capital stock of the Company consists of (i) 45,000,000 shares of Common Stock and (ii) 2,000,000 shares of preferred stock, par value $0.10 per share (the " Preferred Stock ").  As of the date hereof, 25,966,758 shares of Common Stock are issued and outstanding and no shares of Preferred Stock are issued and outstanding; and 4,581,567 shares of Common Stock are issuable upon the exercise of all options, warrants and convertible securities outstanding as of such date.  None of the outstanding shares of Common Stock were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company.  There are no authorized or outstanding shares of capital stock, options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its Subsidiaries other than those described above or described in the Disclosure Package.

(f)      Registration Rights .  No holder of securities of the Company has rights to the registration of any securities of the Company in connection with the Offering, which rights have not been waived by the holder thereof as of the date hereof.

(g)      The Shares .  The Shares have been duly and validly authorized by the Company and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been duly and validly issued and will be fully paid and nonassessable.

(h)      Description of Capital Stock .  The terms of the capital stock of the Company, including the Shares, conform in all material respects to the description thereof contained in the Registration Statement, the Disclosure Package and the Prospectus.

(i)      Authorization and Execution .  This Agreement has been duly authorized, executed and delivered by the Company and, when delivered in accordance with the terms hereof and thereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws affecting creditors’ and contracting parties’ rights generally or by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as to the enforceability of any rights to indemnification or contribution that may be violative of the public policy underlying any law, rule or regulation (including any federal or state securities law, rule or regulation).  The consummation by the Company of the transactions contemplated hereunder and thereunder have been duly authorized by all necessary corporate action on the part of the Company. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder and thereunder.

(j)      Subsidiaries .  None of the Company’s subsidiaries are significant subsidiaries (as such term is defined in Rule 1-02(w) of Regulation S-X promulgated by the Commission).  The Company owns all of the issued and outstanding capital stock of each of the subsidiaries listed on Schedule II attached hereto (collectively, the “ Subsidiaries ”). Each of the Subsidiaries has been duly organized and is validly existing and in good standing under the laws of its jurisdiction of organization; each of the Subsidiaries has the power and authority to own, lease and operate its properties and conduct its business as described in the Disclosure Package and the Prospectus. All of the outstanding shares of capital stock of each of the Subsidiaries held directly or indirectly by the Company have been duly authorized and validly issued, are fully paid and non-assessable, have been issued in compliance with all applicable securities laws, were not issued in violation of any preemptive right, resale right, right of first refusal or similar right to subscribe for or purchase securities of the Subsidiaries and are owned by the Company or another Subsidiary subject to no claim, lien, security interest, restriction upon voting or transfer, other encumbrance or adverse claims.

(k)      No Violation or Default .  The Company is not in breach or violation of or in default under (i) the provisions of its charter or by-laws, (ii) any material agreement filed as an exhibit to the Registration Statement, or (iii) any federal or state statute or law, any rule or regulation issued pursuant to any federal or state statute or law, or any order issued pursuant to any federal or state statute or law by any court or governmental agency or body having jurisdiction over the Company, except, with respect to clauses (ii) and (iii) above, as described in the Disclosure Package and the Prospectus or, to the extent any such contravention would not, individually or in the aggregate, have a material adverse effect on the (1) business, properties, prospects, financial condition, results of operations or assets of the Company and its subsidiaries taken as a whole, or (2) impair in any material respect the ability of the Company to perform its obligations under this Agreement or to consummate any of the transactions contemplated by this Agreement, the Disclosure Package or the Prospectus (any such effect as described in clauses (1) or (2), a " Material Adverse Effect ").

(l)      No Conflicts .  The execution, delivery and performance by the Company of this Agreement, including the issuance and sale by the Company of the Shares will not conflict with or result in a breach or violation of or constitute a default under (i) the provisions of its charter or by-laws, (ii) any material agreement or instrument filed as an exhibit to the Registration Statement, or (iii) any federal or state statute or law, any rule or regulation issued pursuant to any federal or state statute or law, or any order issued pursuant to any federal or state statute or law by any court or governmental agency or body having jurisdiction over the Company, except, with respect to clauses (ii) and (iii) above, as described in the Disclosure Package and the Prospectus or, to the extent any such contravention would not, individually or in the aggregate, have a Material Adverse Effect.

(m)      No Consents Required .  No filing with, or authorization, approval, consent or order of any court or governmental agency or body is required for the execution, delivery and performance of this Agreement by the Company, the issuance and sale of the Shares, except as referred to in this Agreement, the Registration Statement, the Disclosure Package or the Prospectus and (i) such as have been already obtained or as may be required under the Securities Act, the Investment Company Act of 1940, as amended (the “ Investment Company Act ”) or the Exchange Act, (ii) such as may be required under the rules and regulations of the Financial Industry Regulatory Authority (“ FINRA ”), or (iii) such as may be required under the “blue sky” laws of any jurisdiction in connection with the purchase and distribution of the Shares in the manner contemplated in this Agreement, the Registration Statement, the Disclosure Package and the Prospectus.

(n)      Disclosure .  The statements set forth in the Prospectus under the captions “Taxation” and “Certain Governmental Regulations,” insofar as they purport to describe the provisions of the laws referred to therein, are accurate and complete in all material respects.

(o)      Absence of Material Changes. Subsequent to the respective dates as of which information is given in the Disclosure Package and the Prospectus, and other than as contemplated therein, there has not been (i) any material adverse change in the business, properties, prospects, financial condition or results of operations of the Company and its Subsidiaries taken as a whole, (ii) any transaction which is material to the Company, (iii) any material change in the capital stock, or any material change in the outstanding indebtedness, of the Company or (iv) any dividend or distribution declared, paid or made on the capital stock of the Company.

(p)      Legal or Governmental Proceedings . Except as described in the Disclosure Package and the Prospectus, there are no legal or governmental proceedings, pending or, to the Company's knowledge, threatened to which the Company or any of its properties is or would be subject at law or in equity, before or by any federal or state court or governmental agency or body, except any such legal or governmental proceedings, which if resolved adversely to the Company, would not result in a judgment, decree or order having, individually or in the aggregate, a Material Adverse Effect.

(q)      Good Title to Property .  The Company has good and valid title to all property (whether real or personal) described in the Disclosure Package, the Prospectus Supplement and, except to the extent modified by the Prospectus Supplement, the Base Prospectus as being owned by it, except such property as shall have been disposed of in the ordinary course after the date thereof, in each case free and clear of all liens, claims, security interests, other encumbrances or defects except such as are described in the Disclosure Package and the Prospectus and those that would not, individually or in the aggregate materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company.  All of the property described in the Disclosure Package, the Prospectus Supplement and, except to the extent modified by the Prospectus Supplement, the Base Prospectus as being held under lease by the Company, except such property as shall have been disposed of in the ordinary course after the date thereof, is held thereby under valid, subsisting and enforceable leases (except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles), without any liens, restrictions, encumbrances or claims, except those that, individually or in the aggregate, are not material or do not materially interfere with the use made and proposed to be made of such property by the Company.

(r)      Intellectual Property Rights .  Except as set forth on Schedule 2(r) attached hereto, the Company does not own any patent applications, patents, trademarks (both registered and unregistered), tradenames, copyrights, trade secrets or other proprietary information which are necessary for the conduct of its business, except where the failure to own such rights would not, individually or in the aggregate, result in a Material Adverse Effect.

(s)      Financial Statements .  The consolidated financial statements of the Company, together with the related schedules and notes thereto, set forth or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus present fairly in all material respects the consolidated financial condition of the Company and its consolidated Subsidiaries as of the dates indicated and the consolidated results of operations, cash flows and changes in net assets of the Company for the periods specified and have been prepared in conformity with United States generally accepted accounting principles, consistently applied throughout the periods involved.

(t)      Independent Accountants . To the Company’s knowledge, PricewaterhouseCoopers LLP, who have certified the consolidated financial statements and related schedules of the Company, is (i) an independent public accounting firm within the meaning of the Securities Act and the Rules and Regulations, (ii) a registered public accounting firm (as defined in Section 2(a)(12) of the Sarbanes-Oxley Act of 2002 (the “ Sarbanes-Oxley Act ”)), and (iii) not in violation of the auditor independence requirements of the Sarbanes-Oxley Act as such requirements apply to their relationship with the Company.

(u)      Taxes .  The Company has timely filed all material federal, state and local income and franchise tax returns (or timely filed applicable extensions therefor) that have been required to be filed and is not in default in the payment of any taxes which were payable pursuant to said returns or any assessments with respect thereto, except to the extent that the failure to timely file or pay would not, individually or in the aggregate, have a Material Adverse Effect.

(v)      Nasdaq; Exchange Act Registration .  The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act and is accepted for quotation on the Nasdaq Global Market, and the Company has taken no action designed to terminate the registration of the Common Stock under the Exchange Act or delisting the Common Stock from the Nasdaq Global Market, nor, except as disclosed in the Registration Statement, the Disclosure Package and the Prospectus, has the Company received any notification that the Commission or FINRA is contemplating terminating such registration or listing. Except as disclosed in the Registration Statement, the Disclosure Package and the Prospectus, the Company has complied in all material respects with the applicable requirements of the Nasdaq Global Market for maintenance of inclusion of the Common Stock thereon.  No approval of the shareholders of the Company under the rules and regulations of Nasdaq (including Rule 5635 of the Nasdaq Listing Rules) is required for the Company to issue and deliver to the Underwriter the Shares.

(w)      Accounting Controls .  The Company maintains a system of internal accounting controls sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management's general or specific authorization; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management's general or specific authorization; and (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

(x)      Disclosure Controls .  The Company has established, maintains and evaluates “disclosure controls and procedures” (as such term is defined in Rules 13a-15e and 15d-15e under the Exchange Act), which (i) are designed to ensure that material information required to be disclosed by the Company in the reports that it files under the Exchange Act is made known to the Company’s principal executive officer and its principal financial officer, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared, and such disclosure controls and procedures are effective to perform the functions for which they were established; the Company’s auditors and the Audit Committee of the Board of Directors of the Company have been advised of: (i) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting (as such term is defined in Rules 13a-15f and 15d-15f  under the Exchange Act) which could adversely affect the Company’s ability to record, process, summarize, and report financial data; and (ii) any fraud, whether or not material, that involves management or other employees who have a role in the Company’s internal control over financial reporting; any material weaknesses in internal control over financial reporting have been identified for the Company’s auditors; and since the date of the most recent evaluation of such internal control over financial reporting, there have been no changes in internal control over financial reporting or in other factors that could significantly affect internal control over financial reporting, including any corrective actions with regard to significant deficiencies and material weaknesses.

(y)      Sarbanes-Oxley Act .  The Company, and to its knowledge, all of the Company's directors or officers, in their capacities as such, is in compliance in all material respects with all applicable provisions of the Sarbanes-Oxley Act and the rules and regulations promulgated thereunder.

(z)      Investment Company Act; Compliance .  The Company has elected to be regulated as a “business development company” under the Investment Company Act and has not withdrawn such election, and the Commission has not ordered that such election be withdrawn nor to the Company's knowledge have proceedings to effectuate such withdrawal been initiated or threatened by the Commission.  Except as set forth in the Registration Statement, the Disclosure Package and the Prospectus, the Company’s current business operations and investments and contemplated business operations and investments are in compliance in all material respects with the provisions of the Investment Company Act and the rules and regulations of the Commission thereunder (as set forth in the Code of Federal Regulations (“ CFR ”)) applicable to business development companies and, after giving effect to the issuance and sale of the Shares, will be in compliance in all material respects with such provisions and rules and regulations (as set forth in the CFR).  The provisions of the corporate charter and bylaws of the Company and the investment policies described in the Registration Statement, the Disclosure Package and the Prospectus are not inconsistent with the requirements of the Investment Company Act and the rules and regulations of the Commission thereunder (as set forth in the CFR) applicable to a business development company.

(aa)      Insurance .  The Company maintains insurance in such amounts and covering such risks as it reasonably considers to be adequate for the conduct of its business and the value of its properties and as is customary for companies engaged in similar businesses in similar industries.  All such insurance is fully in force on the date hereof and will be fully in force as of each of the Closing Dates.  The Company has no reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not have a Material Adverse Effect.

(bb)      Brokers Fees . The Company is not a party to any contract, agreement or understanding with any person (other than this Agreement) that would give rise to a valid claim against the Company or the Underwriter for a brokerage commission, finder’s fee or other like payment in connection with the offering and sale of the Shares or any transaction contemplated by this Agreement.

(cc)      No Stabilization .  Neither the Company, nor, to the Company's knowledge, any of the Company’s officers, directors, affiliates or controlling persons, has taken or will take, directly or indirectly, any action designed or intended to stabilize or manipulate the price of any security of the Company to facilitate the sale or resale of the Shares.

(dd)      FINRA Affiliations .  To the Company’s knowledge, there are no affiliations or associations between (i) any member of FINRA and (ii) the Company or any of the Company’s officers, directors or 5% or greater securityholders, except as set forth in the Registration Statement, the Disclosure Package and the Prospectus.

(ee)      No Labor Disputes.   The Company is not involved in any labor dispute nor, to the knowledge of the Company, is any such dispute imminent or threatened, which dispute would have a Material Adverse Effect.  The Company is not aware that any key employee or significant group of employees of the Company plans to terminate employment with the Company.

(ff)      ERISA .  The Company is in compliance in all material respects with all presently applicable provisions of the Employee Retirement Income Security Act of 1974, as amended, including the regulations and published interpretations thereunder (“ ERISA ”); no “reportable event” (as defined in ERISA) has occurred with respect to any “pension plan” (as defined in ERISA) maintained by the Company or for which the Company would reasonably be expected to have any liability; the Company has not incurred and does not expect to incur liability under (i) Title IV of ERISA with respect to termination of, or withdrawal from, any “pension plan” or (ii) Sections 412 or 4971 of the Internal Revenue Code of 1986, as amended, including the regulations and published interpretations thereunder (the “ Code ”); and each “pension plan” maintained by the Company that is intended to be qualified under Section 401(a) of the Code has received a determination letter from the Internal Revenue Service to the effect that it is so qualified and nothing has occurred, whether by action or by failure to act, which would reasonably be expected to cause the loss of such qualification.

(gg)      Statistical or Market-Related Data .  Any statistical, industry-related and market-related data included in the Registration Statement, the Disclosure Package and the Prospectus, are based on or derived from sources that the Company reasonably and in good faith believes to be reliable and accurate, and such data agree with the sources from which they are derived.

Any certificate signed by or on behalf of the Company and delivered to the Underwriter or to counsel for the Underwriter shall be deemed to be a representation and warranty by the Company to the Underwriter to the matters covered thereby.

3.      Covenants .     The Company covenants and agrees with the Underwriter as follows:

(a)      Prospectus Supplement .  The Company shall file the Prospectus Supplement with the Commission within the time periods specified by Rule 497 and Rule 430C under the Securities Act.

(b)      Notice to Underwriter .  During any period when a prospectus relating to the Shares is required to be delivered under the Securities Act in connection with the offering contemplated by this Agreement (the “ Prospectus Delivery Period ”) , the Company will notify the Underwriter promptly, and will, if requested, confirm such notification in writing: (i) of the receipt of any comments of, or requests for additional or supplemental information from, the Commission; (ii) of the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any Preliminary Prospectus or the Prospectus; (iii) the time and date when any post-effective amendment to the Registration Statement becomes effective; (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement, or any post-effective amendment thereto or any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus, or the initiation of any proceedings for that purpose or the threat thereof;