Stellus Capital Investment Corporation and Stellus Capital Management, LLC confirmed its agreement with the underwriters listed in Exhibit A hereto for whom Raymond James & Associates, Inc. is acting as representative, with respect to the issuance and sale by the Company of $100,000,000 aggregate principal amount of the Company’s 4.875% notes due 2026 (the “Securities”), and the purchase by the Underwriters, acting severally and not jointly, of the aggregate principal amount of Securities opposite their respective names in Exhibit A hereto. In the event that only one Underwriter is listed in Exhibit A hereto, any references to the “Underwriters” shall be deemed to refer to the sole Underwriter in the singular listed in such Exhibit A to this Agreement. The Company has entered into an Investment Advisory Agreement, dated as of September 24, 2012 with the Adviser, and Administration Agreement, dated as of October 23, 2012 with the Adviser. The Company owns 100% of the limited partnership interests in Stellus Capital SBIC, LP (the “SBIC Fund I”); (ii) 100% of the limited partnership interests in Stellus Capital SBIC II, LP (the “SBIC Fund II” and, together with SBIC Fund I, the “SBIC Funds”); and (iii) 100% of the equity interests of Stellus Capital SBIC GP, LLC (the “SBIC GP”). The SBIC GP, together with the Company and the SBIC Funds, are referred to in this Agreement as the “Stellus Entities”.