for offering to the public at the Offering Price and in accordance with the terms and conditions set forth herein. The Firm Shares and the Optional Shares are referred to collectively herein as the Shares.

          In consideration of the mutual agreements contained herein, Middlesex and the Underwriters, intending to be legally bound, hereby confirm their agreement as follows:

     1. Representations and Warranties of Middlesex. Middlesex represents and warrants to, and agrees with, the several Underwriters that:

          (a) Middlesex has prepared and filed with the Securities and Exchange Commission (the SEC), in accordance with the provisions of the Securities Act of 1933, as amended (the Act), and the rules and regulations thereunder (the Regulations), a registration statement on Form S-3 (file no. 333-137893), including a prospectus, registering the Shares. The term Registration Statement as used herein means the registration statement (including all exhibits and information incorporated by reference therein) as amended at the time it becomes effective or, if the registration statement became effective prior to the execution and delivery of this Agreement, as supplemented or amended prior to the execution and delivery of this Agreement and includes information (if any) contained in the Prospectus (as defined below). If it is contemplated, at the time this Agreement is executed, that a post-effective amendment to the Registration Statement will be filed and must be declared effective before the offering of the Shares may commence, the term Registration Statement as used herein shall mean the Registration Statement as amended by such post-effective amendment. If Middlesex has filed or files on or after the date of this Agreement a registration statement to register additional shares of Common Stock pursuant to Rule 462(b) under the Act (the Rule 462(b) Registration Statement), then any reference herein to the term Registration Statement shall be deemed to include such Rule 462(b) Registration Statement. The term Preliminary Prospectus shall mean any preliminary prospectus included in the Registration Statement or filed with the SEC pursuant to Rule 424(a) of the Regulations. The term Statutory Prospectus shall mean any Preliminary Prospectus, as amended or supplemented, relating to the Shares that is included in the Registration Statement immediately prior to the Initial Sale Time (as defined below), including any document incorporated by reference therein. The term Prospectus shall mean the final prospectus relating to the Shares that is first filed pursuant to Rule 424(b) after the effective date of the Registration Statement (the Effective Date) or, if no filing pursuant to Rule 424(b) is required, shall mean the form of final prospectus relating to the Shares included in the Registration Statement at the Effective Date. The term Issuer Free Writing Prospectus shall have the meaning ascribed to it in Rule 433 of the Regulations relating to the Shares, in the form filed or required to be filed with the SEC or, if not required to be filed, in the form retained in Middlesexs record pursuant to Rule 433(g) of the Regulations. The term Disclosure Package shall mean (i) the Statutory Prospectus, (ii) the Issuer Free Writing Prospectus, if any, identified in Schedule II hereto and (iii) any other free writing prospectus defined in Rule 405 of the Regulations that is required to be filed by Middlesex with the SEC or retained by Middlesex under Rule 433 of the Regulations and that all parties hereto expressly agree to treat as part of the Disclosure Package (the Other Free Writing Prospectus). For purposes of this Agreement, the Initial Sale Time shall mean 5:00 p.m. (Eastern time) on the date of this Agreement. All references in this Agreement to the Registration Statement, the Rule 462(b) Registration Statement, a Preliminary Prospectus, the Statutory Prospectus, the Prospectus, the Issuer Free