0001193125-10-035957 Sample Contracts

FORM OF UNDERWRITING AGREEMENT] UNDERWRITING AGREEMENT
Underwriting Agreement • February 22nd, 2010 • Pennantpark Investment Corp • New York

PennantPark Investment Corporation, a Maryland corporation (the “Company”), proposes to issue and sell an aggregate of [ ] shares (the “Firm Shares” ) of common stock, $.001 par value per share (the “Common Stock” ), of the Company (the “Offering” ). It is understood that, subject to the conditions hereinafter stated, the Firm Shares will be sold by the Company to the several Underwriters named in Schedule A hereto (the “Underwriters” ) in connection with the offer and sale of such Firm Shares. [Underwriters] shall act as joint book-running managers (the “Joint Book-Running Managers” ).

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