Common use of Newtek Business Services Corp Clause in Contracts

Newtek Business Services Corp. a Maryland corporation (the “Company), proposes to issue and sell to the several underwriters named in Schedule A (the “List of the Underwriters”) attached hereto (collectively, the “Underwriters”) a total of $35,000,000.00 in aggregate principal amount of 7.00% Notes due 2021 of the Company (the “Firm Offered Notes”) in accordance with the terms and conditions set forth in this Underwriting Agreement (the “Agreement”). In addition, the Company has granted to the Underwriters an option to purchase up to an aggregate principal amount of $5,250,000.00 of 7.00% Notes due 2021 of the Company (the “Optional Offered Notes”), as provided in Section 2 (the “Purchase, Sale, and Delivery of the Offered Notes”). The Firm Offered Notes and, if and to the extent such option is exercised, the Optional Offered Notes are collectively called the “Offered Notes.” Xxxxx, Xxxxxxxx & Xxxxx, Inc. (“Xxxxx, Xxxxxxxx & Xxxxx”) has agreed to act as Representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering and sale of the Offered Notes. The Notes will be issued under the Indenture, dated as of September 23, 2015 (the “Base Indenture”), as supplemented by the Second Supplemental Indenture to be entered into in connection with the issuance of the Offered Notes (the “Second Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), in each case, by and between the Company and U.S. Bank National Association, as trustee (“the Trustee”). The Offered Notes 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 Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended (the “1939 Act”). On October 1, 2013, the Company filed Form N-6F with the Securities and Exchange Commission (the “Commission”) under the Investment Company Act of 1940, as amended, including the rules and regulations of the Commission promulgated thereunder (collectively, the “1940 Act”), pursuant to which the Company announced its intention to elect to be regulated as a business development company (“BDC”). On November 12, 2014, Newtek Business Services, Inc., a New York corporation (the “Predecessor Company”), merged with and into the Company (the “Merger”). In connection with the Merger, all issued and outstanding shares of common stock of the Predecessor Company were converted into shares of common stock, par value $0.02 per share, of the Company (the “Common Stock”). For purposes of this Agreement, unless the context otherwise requires, references to the Company shall be deemed to include the Predecessor Company for periods prior to the completion of the Merger. On November 12, 2014, Form N-54A Notification to be Subject to Sections 55 through 65 of the 1940 Act (the “1940 Act Notification”) was filed by the Company with the Commission under the 1940 Act, pursuant to which the Company elected to be regulated as a BDC. The Company intends to elect to be taxable as a regulated investment company (“RIC”) within the meaning of Section 851(a) of the Internal Revenue Code of 1986, as amended (the “Code”), commencing with its taxable year ending December 31, 2015. The Company has prepared and filed with the Commission a registration statement on Form N-2 (File No. 333-204915), covering the registration of the offering and sale of the Offered Notes and certain of the Company’s other securities under the Securities Act of 1933, as amended (including the rules and regulations of the Commission promulgated thereunder, the “Securities Act”), which registration statement has been declared effective by the Commission. Such registration statement, including the amendments thereto, the exhibits thereto and any schedules thereto, at the time it became effective, and including any information that is deemed to be part thereof pursuant to Rule 430C of the Securities Act, is herein called the “Registration Statement.” Any registration statement filed pursuant to Rule 462(b) under the Securities Act is herein called the “Rule 462(b) Registration Statement,” and after such filing the term “Registration Statement” shall include the Rule 462(b) Registration Statement. The Company has also filed with the Commission pursuant to Rule 497 under the Securities Act a preliminary prospectus supplement, dated April 14, 2016, relating to the Offered Notes (the “Preliminary Prospectus Supplement” and together with the base prospectus, dated August 19, 2015, included therewith (the “Base Prospectus”), collectively, the “Preliminary Prospectus”). The final prospectus supplement in the form filed by the Company with the Commission pursuant to Rule 497 under the Securities Act relating to the Offered Notes on or before the second business day after the date hereof (or such earlier time as may be required under the Securities Act), together with the Base Prospectus, is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, the Preliminary Prospectus, the Prospectus or any amendments or supplements to any of the foregoing shall be deemed to include any copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system or any successor system (“XXXXX”). The Company hereby confirms its agreements with the Underwriters as follows:

Newtek Business Services Corp. a Maryland corporation (the “Company), proposes to issue and sell to the several underwriters named in Schedule A (the “List of the Underwriters”) attached hereto (collectively, the “Underwriters”) a total of $35,000,000.00 8,200,000 in aggregate principal amount of 7.007.5% Notes due 2021 2022 of the Company (the “Firm Offered Notes”) in accordance with the terms and conditions set forth in this Underwriting Agreement (the “Agreement”). In addition, the Company has granted to the Underwriters an option to purchase up to an aggregate principal amount of $5,250,000.00 1,230,000 of 7.007.5% Notes due 2021 2022 of the Company (the “Optional Offered Notes”), as provided in Section 2 (the “Purchase, Sale, and Delivery of the Offered Notes”). The Firm Offered Notes and, if and to the extent such option is exercised, the Optional Offered Notes are collectively called the “Offered Notes.” Xxxxx, Xxxxxxxx JMP Securities LLC (“JMP Securities”) and Ladenburg Txxxxxxx & Xxxxx, Co. Inc. (“Xxxxx, Xxxxxxxx & XxxxxLadenburg”) has have agreed to act as Representative representatives of the several Underwriters (in such capacity, the “RepresentativeRepresentatives”) in connection with the offering and sale of the Offered Notes. The Notes will be issued under the Indenture, dated as of September 23, 2015 an indenture to be entered into (the “Base Indenture”), as supplemented by the Second First Supplemental Indenture to be entered into in connection with the issuance of the Offered Notes (the “Second First Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), in each case, by and ) between the Company and U.S. Bank National Association, as trustee (“the Trustee”). The Offered Notes 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 Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended (the “1939 Act”). On October 1, 2013, the Company filed Form N-6F with the Securities and Exchange Commission (the “Commission”) under the Investment Company Act of 1940, as amended, including the rules and regulations of the Commission promulgated thereunder (collectively, the “1940 Act”), pursuant to which the Company announced its intention to elect to be regulated as a business development company (“BDC”). On November 12, 2014, Newtek Business Services, Inc., a New York corporation (the “Predecessor Company”), merged with and into the Company (the “Merger”). In connection with the Merger, all issued and outstanding shares of common stock of the Predecessor Company were converted into shares of common stock, par value $0.02 per share, of the Company (the “Common Stock”). For purposes of this Agreement, unless the context otherwise requires, references to the Company shall be deemed to include the Predecessor Company for periods prior to the completion of the Merger. On November 12, 2014, Form N-54A Notification to be Subject to Sections 55 through 65 of the 1940 Act (the “1940 Act Notification”) was filed by the Company with the Commission under the 1940 Act, pursuant to which the Company elected to be regulated as a BDC. The Company intends to elect to be taxable as a regulated investment company (“RIC”) within the meaning of Section 851(a) of the Internal Revenue Code of 1986, as amended (the “Code”), commencing with its taxable year ending December 31, 2015. The Company has prepared and filed with the Commission a registration statement on Form N-2 (File No. 333-204915), covering the registration of the offering and sale of the Offered Notes and certain of the Company’s other securities under the Securities Act of 1933, as amended (including the rules and regulations of the Commission promulgated thereunder, the “Securities Act”), which registration statement has been declared effective by the Commission. Such registration statement, including the amendments thereto, the exhibits thereto and any schedules thereto, at the time it became effective, and including any information that is deemed to be part thereof pursuant to Rule 430C of the Securities Act, is herein called the “Registration Statement.” Any registration statement filed pursuant to Rule 462(b) under the Securities Act is herein called the “Rule 462(b) Registration Statement,” and after such filing the term “Registration Statement” shall include the Rule 462(b) Registration Statement. The Company has also filed with the Commission pursuant to Rule 497 under the Securities Act a preliminary prospectus supplement, dated April 14September 8, 2016, relating to the Offered Notes 2015 (the “Preliminary Prospectus Supplement” and together with the base prospectus, dated August 19, 20152015 included therewith, included therewith (the “Base Prospectus”), ” collectively, the “Preliminary Prospectus”). The final prospectus supplement in the form filed by the Company with the Commission pursuant to Rule 497 under the Securities Act relating to the Offered Notes on or before the second business day after the date hereof (or such earlier time as may be required under the Securities Act), together with the Base Prospectus, is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, the Preliminary Prospectus, the Prospectus or any amendments or supplements to any of the foregoing shall be deemed to include any copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system or any successor system (“XXXXXEXXXX”). The Company hereby confirms its agreements with the Underwriters as follows:

Newtek Business Services Corp. a Maryland corporation (the “Company), proposes to issue and sell to the several underwriters named in Schedule A (the “List of the Underwriters”) attached hereto (collectively, the “Underwriters”) a total of $35,000,000.00 50,000,000.00 in aggregate principal amount of 7.006.25% Notes due 2021 2023 of the Company (the “Firm Offered Notes”) in accordance with the terms and conditions set forth in this Underwriting Agreement (the “Agreement”). In addition, the Company has granted to the Underwriters an option to purchase up to an aggregate principal amount of $5,250,000.00 7,500,000.00 of 7.006.25% Notes due 2021 2023 of the Company (the “Optional Offered Notes”), as provided in Section 2 3 (the “Purchase, Sale, and Delivery of the Offered Notes”). The Firm Offered Notes and, if and to the extent such option is exercised, the Optional Offered Notes are collectively called the “Offered Notes.” XxxxxKxxxx, Xxxxxxxx Bxxxxxxx & XxxxxWxxxx, Inc. (“XxxxxKxxxx, Xxxxxxxx Bxxxxxxx & XxxxxWxxxx”) has agreed to act as Representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering and sale of the Offered Notes. The Notes will be issued under the Indenture, dated as of September 23, 2015 (the “Base Indenture”), as supplemented by the Second Third Supplemental Indenture to be entered into in connection with the issuance of the Offered Notes (the “Second Third Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), in each case, by and between the Company and U.S. Bank National Association, as trustee (the “the Trustee”). The Offered Notes 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 Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended (the “1939 Act”). On October 1, 2013, the Company filed Form N-6F with the Securities and Exchange Commission (the “Commission”) under the Investment Company Act of 1940, as amended, including the rules and regulations of the Commission promulgated thereunder (collectively, the “1940 Act”), pursuant to which the Company announced its intention to elect to be regulated as a business development company (“BDC”). On November 12, 2014, Newtek Business Services, Inc., a New York corporation (the “Predecessor Company”), merged with and into the Company (the “Merger”). In connection with the Merger, all issued and outstanding shares of common stock of the Predecessor Company were converted into shares of common stock, par value $0.02 per share, of the Company (the “Common Stock”). For purposes of this Agreement, unless the context otherwise requires, references to the Company shall be deemed to include the Predecessor Company for periods prior to the completion of the Merger. On November 12, 2014, Form N-54A Notification to be Subject to Sections 55 through 65 of the 1940 Act (the “1940 Act Notification”) was filed by the Company with the Commission under the 1940 Act, pursuant to which the Company elected to be regulated as a BDC. The Company intends to elect to be taxable as a regulated investment company (“RIC”) within the meaning of Section 851(a) of the Internal Revenue Code of 1986, as amended (the “Code”), commencing with its taxable year ending December 31, 2015. The Company has prepared and filed with the Commission a registration statement on Form N-2 (File No. 333-204915), covering the registration of the offering and sale of the Offered Notes and certain of the Company’s other securities under the Securities Act of 1933, as amended (including the rules and regulations of the Commission promulgated thereunder, the “Securities Act”), which registration statement has been declared effective by the Commission. Such registration statement, including the amendments thereto, the exhibits thereto and any schedules thereto, at the time it became effective, and including any information that is deemed to be part thereof pursuant to Rule 430C of the Securities Act, is herein called the “Registration Statement.” Any registration statement filed pursuant to Rule 462(b) under the Securities Act is herein called the “Rule 462(b) Registration Statement,” and after such filing the term “Registration Statement” shall include the Rule 462(b) Registration Statement. The Company has also filed with the Commission pursuant to Rule 497 under the Securities Act a preliminary prospectus supplement, dated April 14, 2016, relating to the Offered Notes (the “Preliminary Prospectus Supplement” and together with the base prospectus, dated August 19, 2015, included therewith (the “Base Prospectus”), collectively, the “Preliminary Prospectus”). The final prospectus supplement in the form filed by the Company with the Commission pursuant to Rule 497 under the Securities Act relating to the Offered Notes on or before the second business day after the date hereof (or such earlier time as may be required under the Securities Act), together with the Base Prospectus, is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, the Preliminary Prospectus, the Prospectus or any amendments or supplements to any of the foregoing shall be deemed to include any copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system or any successor system (“XXXXX”). The Company hereby confirms its agreements with the Underwriters as follows:

Newtek Business Services Corp. a Maryland corporation (the “Company), proposes to issue and sell to the several underwriters named in Schedule A (the “List of the Underwriters”) attached hereto (collectively, the “Underwriters”) a total of $35,000,000.00 55,000,000 in aggregate principal amount of 7.005.75% Notes due 2021 2024 of the Company (the “Firm Offered Notes”) in accordance with the terms and conditions set forth in this Underwriting Agreement (the “Agreement”). In addition, the Company has granted to the Underwriters an option to purchase up to an aggregate principal amount of $5,250,000.00 8,250,000 of 7.005.75% Notes due 2021 2024 of the Company (the “Optional Offered Notes”), as provided in Section 2 3 (the “Purchase, Sale, and Delivery of the Offered Notes”). The Firm Offered Notes and, if and to the extent such option is exercised, the Optional Offered Notes are collectively called the “Offered Notes.” Xxxxx, Xxxxxxxx & Xxxxx, Inc. (“Xxxxx, Xxxxxxxx & Xxxxx”) has agreed to act as Representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering and sale of the Offered Notes. The Notes will be issued under the Indenture, dated as of September 23, 2015 (the “Base Indenture”), as supplemented by the Second Fourth Supplemental Indenture to be entered into in connection with the issuance of the Offered Notes (the “Second Fourth Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), in each case, by and between the Company and U.S. Bank National Association, as trustee (the “the Trustee”). The Offered Notes 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 Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended (the “1939 Act”). On October 1, 2013, the Company filed Form N-6F with the Securities and Exchange Commission (the “Commission”) under the Investment Company Act of 1940, as amended, including the rules and regulations of the Commission promulgated thereunder (collectively, the “1940 Act”), pursuant to which the Company announced its intention to elect to be regulated as a business development company (“BDC”). On November 12, 2014, Newtek Business Services, Inc., a New York corporation (the “Predecessor Company”), merged with and into the Company (the “Merger”). In connection with the Merger, all issued and outstanding shares of common stock of the Predecessor Company were converted into shares of common stock, par value $0.02 per share, of the Company (the “Common Stock”). For purposes of this Agreement, unless the context otherwise requires, references to the Company shall be deemed to include the Predecessor Company for periods prior to the completion of the Merger. On November 12, 2014, Form N-54A Notification to be Subject to Sections 55 through 65 of the 1940 Act (the “1940 Act Notification”) was filed by the Company with the Commission under the 1940 Act, pursuant to which the Company elected to be regulated as a BDC. The Company intends to elect to be taxable as a regulated investment company (“RIC”) within the meaning of Section 851(a) of the Internal Revenue Code of 1986, as amended (the “Code”), commencing with its taxable year ending December 31, 2015. The Company has prepared and filed with the Commission a registration statement on Form N-2 (File No. 333-204915), covering the registration of the offering and sale of the Offered Notes and certain of the Company’s other securities under the Securities Act of 1933, as amended (including the rules and regulations of the Commission promulgated thereunder, the “Securities Act”), which registration statement has been declared effective by the Commission. Such registration statement, including the amendments thereto, the exhibits thereto and any schedules thereto, at the time it became effective, and including any information that is deemed to be part thereof pursuant to Rule 430C of the Securities Act, is herein called the “Registration Statement.” Any registration statement filed pursuant to Rule 462(b) under the Securities Act is herein called the “Rule 462(b) Registration Statement,” and after such filing the term “Registration Statement” shall include the Rule 462(b) Registration Statement. The Company has also filed with the Commission pursuant to Rule 497 under the Securities Act a preliminary prospectus supplement, dated April 14, 2016, relating to the Offered Notes (the “Preliminary Prospectus Supplement” and together with the base prospectus, dated August 19, 2015, included therewith (the “Base Prospectus”), collectively, the “Preliminary Prospectus”). The final prospectus supplement in the form filed by the Company with the Commission pursuant to Rule 497 under the Securities Act relating to the Offered Notes on or before the second business day after the date hereof (or such earlier time as may be required under the Securities Act), together with the Base Prospectus, is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, the Preliminary Prospectus, the Prospectus or any amendments or supplements to any of the foregoing shall be deemed to include any copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system or any successor system (“XXXXX”). The Company hereby confirms its agreements with the Underwriters as follows: