Common use of Partial Unenforceability Clause in Contracts

Partial Unenforceability. The invalidity or unenforceability of any Section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other Section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company, the Adviser, the Administrator and the Underwriters. Very truly yours, By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Chairman and Chief Executive Officer By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Chief Executive Officer By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: President The foregoing Agreement is hereby confirmed and accepted as of the date first-written above. By: /s/ ▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇ Title: Vice President For itself and as Representative of the Underwriters named in Exhibit A hereto ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLC 648,000 Sterne, Agee & ▇▇▇▇▇, Inc. 244,800 BB&T Capital Markets, a division of BB&T Securities, LLC 72,000 J.J.B. ▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇, LLC 201,600 ▇▇▇▇▇▇▇▇▇▇ Securities, Inc. 201,600 Ladenburg ▇▇▇▇▇▇▇▇ & Co. Inc. 72,000 Total 1,440,000 Number of Initial Securities: 1,440,000 Number of Option Securities: 216,000 Public offering price $ 25.000 Sales load (underwriting discounts and commissions) $ 0.875 Proceeds to the Company, before expenses $ 24.125 Dividend Yield: 6.75 % Pricing Date: November 5, 2014 Closing Date (T+5): November 13, 2014 Liquidation Preference: $ 25.00 per share plus accumulated and unpaid dividends Mandatory Redemption Date December 31, 2021 Net proceeds after payment of underwriting discounts and commissions and estimated expenses of the offering payable by the Company will be approximately $34.5 million. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLC As representative of the several underwriters named in Exhibit A of the Underwriting Agreement ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Ladies and Gentlemen: The undersigned understands that ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLC, as representative (the “Representative”) of the several underwriters (the “Underwriters”), proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Gladstone Investment Corporation (the “Company”), providing for the public offering by the Underwriters, including the Representative, of preferred stock, $0.001 par value per share (the “Securities”), of the Company (the “Public Offering”). Capitalized terms that are used but not defined herein have the respective meanings ascribed to them in the Underwriting Agreement.

Partial Unenforceability. The invalidity or unenforceability of any Section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other Section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company, the Adviser, the Administrator and the Underwriters. Very truly yours, By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Chairman and Chief Executive Officer By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Chief Executive Officer By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: President The foregoing Agreement is hereby confirmed and accepted as of the date first-written above. By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Vice President Managing Director For itself and as Representative of the Underwriters named in Exhibit A hereto ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. $ 13,021,750 ▇▇▇▇▇▇▇▇▇▇▇ & Co. Inc. $ 10,326,100 ▇. ▇▇▇▇▇ Securities, Inc. $ 14,130,425 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLC 648,000 Sterne, Agee & ▇▇▇▇▇, Inc. 244,800 BB&T Capital Markets, a division of BB&T Securities, LLC 72,000 J.J.B. ▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇, LLC 201,600 ▇▇▇▇▇▇▇▇▇▇ Securities, Inc. 201,600 $ 3,434,775 Ladenburg ▇▇▇▇▇▇▇▇ & Co. Inc. 72,000 $ 9,086,950 Total 1,440,000 Number of Initial Securities$ 50,000,000 Issuer: 1,440,000 Number of Option Securities: 216,000 Public offering price $ 25.000 Sales load (underwriting discounts and commissions) $ 0.875 Proceeds to the CompanyGladstone Capital Corporation, before expenses $ 24.125 Dividend Yield: 6.75 % Pricing Date: November 5, 2014 Closing Date (T+5): November 13, 2014 Liquidation Preference: $ 25.00 per share plus accumulated and unpaid dividends Mandatory Redemption Date December 31, 2021 Net proceeds after payment of underwriting discounts and commissions and estimated expenses of the offering payable by the Company will be approximately $34.5 million. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLC As representative of the several underwriters named in Exhibit A of the Underwriting Agreement ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Ladies and Gentlemen: The undersigned understands that ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLC, as representative (the “Representative”) of the several underwriters (the “Underwriters”), proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Gladstone Investment Corporation a Maryland corporation (the “Company”)) Title of the Securities: 7.75% Notes due 2028 Rating:* [Intentionally Omitted] Initial Aggregate Principal Amount Being Offered: $50,000,000 Over-Allotment Option: Up to $7,500,000 aggregate principal amount of Notes within 30 days of the date hereof solely to cover over-allotments, providing if any. Issue Price: $25.00 Principal Payable at Maturity: 100% of the aggregate principal amount. The outstanding principal amount of the Notes will be payable on the stated maturity date at the office of the trustee, paying agent and security registrar for the public offering by the Underwriters, including the Representative, of preferred stock, $0.001 par value per share (the “Securities”), of Notes or at such other office as the Company (the “Public Offering”). Capitalized terms that are used but not defined herein have the respective meanings ascribed to them in the Underwriting Agreementmay designate.

Partial Unenforceability. The invalidity or unenforceability of any Section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other Section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company, the Adviser, the Administrator and the Underwriters. Very truly yours, By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Chairman and Chief Executive Officer By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Chief Executive Officer By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: President The foregoing Agreement is hereby confirmed and accepted as of the date first-written above. By: /s/ ▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇ Title: Vice President Managing Director For itself and as Representative of the Underwriters named in Exhibit A hereto ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLC 648,000 Sterne, Agee & ▇▇▇▇▇, Inc. 244,800 BB&T Capital Markets, a division of BB&T Securities$ 27,256,250 BTIG, LLC 72,000 J.J.B. ▇▇▇▇▇▇▇▇, ▇.$ 21,693,750 ▇. ▇▇▇▇▇, LLC 201,600 ▇▇▇▇▇▇▇▇▇▇ Securities, Inc. 201,600 $ 21,137,500 Ladenburg ▇▇▇▇▇▇▇▇ & Co. Inc. 72,000 Total 1,440,000 Number of Initial Securities: 1,440,000 Number of Option Securities: 216,000 Public offering price $ 25.000 Sales load (underwriting discounts and commissions) $ 0.875 Proceeds to the Company, before expenses $ 24.125 Dividend Yield: 6.75 % Pricing Date: November 5, 2014 Closing Date (T+5): November 13, 2014 Liquidation Preference: $ 25.00 per share plus accumulated and unpaid dividends Mandatory Redemption Date December 31, 2021 Net proceeds after payment of underwriting discounts and commissions and estimated expenses of the offering payable by the Company will be approximately $34.5 million. 21,137,500 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLC As representative of the several underwriters named in Exhibit A of the Underwriting Agreement ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Ladies and Gentlemen& Co. Inc. $ 15,575,000 Wedbush Securities Inc. $ 4,450,000 Total $ 111,250,000 Issuer: The undersigned understands that ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLC, as representative (the “Representative”) of the several underwriters (the “Underwriters”), proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Gladstone Investment Corporation (the “Company”)) Title of the Securities: 5.00% Notes due 2026 Rating:* BBB (▇▇▇▇-▇▇▇▇▇) Initial Aggregate Principal Amount Being Offered: $111,250,000 Over-Allotment Option: Up to $16,687,500 aggregate principal amount of Notes within 30 days of the date hereof solely to cover over-allotments, providing if any. Issue Price: $25.00 Principal Payable at Maturity: 100% of the aggregate principal amount. The outstanding principal amount of the Notes will be payable on the stated maturity date at the office of the trustee, paying agent and security registrar for the public offering by the Underwriters, including the Representative, of preferred stock, $0.001 par value per share (the “Securities”), of Notes or at such other office as the Company (the “Public Offering”). Capitalized terms that are used but not defined herein have the respective meanings ascribed to them in the Underwriting Agreementmay designate.

Partial Unenforceability. The invalidity or unenforceability of any Sectionsection, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other Sectionsection, paragraph or provision hereof. If any Sectionsection, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company, the Adviser, the Administrator and the Underwriters. Very truly yours, By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Chairman and Chief Executive Officer By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Chief Executive Officer By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: President The foregoing Agreement is hereby confirmed and accepted as of the date first-first written above. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Title: Vice President Managing Director For itself and as Representative of the Underwriters named in Exhibit A hereto ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLC 648,000 Sterne& Associates, Agee & Inc. $ 50,000,000 Total $ 50,000,000 The following sets forth the final terms of the 5.125% Notes due 2026 being offered pursuant to the preliminary prospectus supplement dated March 5, 2021, together with the accompanying prospectus dated February 5, 2019, relating to these securities (the “Preliminary Prospectus”), should only be read together with the Preliminary Prospectus, and supersedes the information in the Preliminary Prospectus to the extent inconsistent with the information in the Preliminary Prospectus. In all other respects, this pricing term sheet is qualified in its entirety by reference to the Preliminary Prospectus. Terms used herein but not defined herein shall have the respective meanings as set forth in the Preliminary Prospectus. All references to dollar amounts are references to U.S. dollars. On December 15, 2020, the Company issued $100,000,000 in aggregate principal amount of its 5.125% Notes due 2026 (the “Existing Notes”) pursuant to an indenture dated November 6, 2018 (the “Base Indenture”) as supplemented by the third supplemental indenture dated December 15, 2020 (the “Third Supplemental Indenture” and, together with the Base Indenture, the “indenture”) between the Company and U.S. Bank National Association, as trustee. The securities hereby offered (the “New Notes”) are being issued as “Additional Notes” under the indenture. The Existing Notes and the New Notes are collectively referred to in this Pricing Term Sheet as the “Notes.” Issuer Gladstone Capital Corporation (the “Company”) Security 5.125% Notes due 2026 Expected Rating* A- (▇▇▇▇-▇▇▇▇▇) Aggregate Principal Amount Offered $50,000,000 in aggregate principal amount of New Notes. The New Notes will be part of the same series of notes as the $100,000,000 aggregate principal amount of the Existing Notes. Upon settlement, Inc. 244,800 BB&T Capital Marketsthe New Notes will be fungible, rank equally, and be treated as a division single series with the Existing Notes, and the outstanding aggregate principal amount of BB&T Securitiesthe 5.125% Notes due 2026 will be $150,000,000. Maturity January 31, LLC 72,000 J.J.B. ▇▇▇▇▇▇▇▇2026 Trade Date March 5, ▇.▇2021 Settlement Date** March 10, 2021 (T+3) Use of Proceeds To repay a portion of the amount outstanding under the Company’s credit facility, to fund new investment opportunities, and for other general corporate purposes Price to Public (Issue Price) 103.639% of the aggregate principal amount, plus Aggregate Accrued Interest (as defined below) Aggregate Accrued Interest $612,152.78 of accrued and unpaid interest from December 15, 2020 up to, but not including, the date of delivery of the New Notes Coupon (Interest Rate) 5.125% Yield to Maturity 4.288% Spread to Benchmark Treasury +349 basis points Benchmark Treasury 0.50% due February 28, 2026 Benchmark Treasury Price and Yield 98-17+ / 0.798% Interest Payment Dates January 31 and July 31, beginning July 31, 2021 Change of Control If a Change of Control Repurchase Event occurs prior to maturity, holders will have the right, at their option, to require the Company to repurchase for cash some or all of the Notes at a repurchase price equal to 100% of the principal amount of the Notes being repurchased, plus accrued and unpaid interest to, but not including, the repurchase date. ▇▇▇▇▇Optional Redemption The Company may redeem some or all of the Notes at any time, LLC 201,600 ▇▇▇▇▇▇▇or from time to time, at a redemption price (as determined by the Company) equal to the greater of the following amounts, plus, in each case, accrued and unpaid interest to, but excluding, the redemption date: • 100% of the principal amount of the Notes to be redeemed, or • the sum of the present values of the remaining scheduled payments of principal and interest (exclusive of accrued and unpaid interest to the date of redemption) on the Notes to be redeemed, discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using the applicable Treasury Rate plus 50 basis points; provided, however, that if the Company redeems any Notes on or after October 31, 2025 (the date falling three months prior to the maturity date of the Notes), the redemption price for the Notes will be equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption; provided, further, that no such partial redemption shall reduce the portion of the principal amount of a Note not redeemed to less than $2,000. Denomination $2,000 and integral multiples of $1,000 in excess thereof CUSIP 376535 ▇▇▇ Securities, Inc. 201,600 Ladenburg ▇▇▇▇▇▇▇▇ & Co. Inc. 72,000 Total 1,440,000 Number of Initial Securities: 1,440,000 Number of Option Securities: 216,000 Public offering price $ 25.000 Sales load (underwriting discounts and commissions) $ 0.875 Proceeds to the Company, before expenses $ 24.125 Dividend Yield: 6.75 % Pricing Date: November 5, 2014 Closing Date (T+5): November 13, 2014 Liquidation Preference: $ 25.00 per share plus accumulated and unpaid dividends Mandatory Redemption Date December 31, 2021 Net proceeds after payment of underwriting discounts and commissions and estimated expenses of the offering payable by the Company will be approximately $34.5 million. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLC As representative of the several underwriters named in Exhibit A of the Underwriting Agreement ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ Underwriting Discount 2.000% Book-Running Manager ▇, ▇▇▇▇▇▇ ▇▇▇▇▇ Ladies & Associates, Inc. * Note: A securities rating is not a recommendation to buy, sell or hold securities and Gentlemen: may be subject to revision or withdrawal at any time. ** Under Rule 15c6-1 under the Securities Exchange Act of 1934, trades in the secondary market generally are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the New Notes on any date prior to the second business day before delivery thereof will be required, by virtue of the fact that the New Notes initially will settle T+3, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of the New Notes who wish to trade the New Notes prior to their date of delivery hereunder should consult their own advisors. The undersigned understands Preliminary Prospectus and this pricing term sheet are not offers to sell any securities of the Company and are not soliciting an offer to buy such securities in any jurisdiction where such offer and sale is not permitted. A shelf registration statement relating to these securities is on file with the SEC and effective. Before you invest, you should read the prospectus in that registration statement, the Preliminary Prospectus and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may obtain these documents for free by visiting ▇▇▇▇▇ on the SEC Web site at ▇▇▇.▇▇▇.▇▇▇. Alternatively, the issuer, the underwriter or any dealer participating in the offering will arrange to send you the Preliminary Prospectus if you request it from ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, Inc., ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLC▇, email: ▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, tel: ▇▇▇-▇▇▇-▇▇▇▇. 1. Pricing Press Release filed with the Commission on March 5, 2021 pursuant to Rule 497(a) (as representative (the “Representative”) of the several underwriters (the “Underwriters”a Rule 482ad), proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Gladstone Investment Corporation (the “Company”), providing for the public offering by the Underwriters, including the Representative, of preferred stock, $0.001 par value per share (the “Securities”), of the Company (the “Public Offering”). Capitalized terms that are used but not defined herein have the respective meanings ascribed to them in the Underwriting Agreement.

Partial Unenforceability. The invalidity or unenforceability of any Section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other Section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among amongst the Company, the Adviser, the Administrator Guarantor Subsidiary and the Underwriters. Very truly yours, By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Chairman and Chief Executive Officer By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Chief Executive Officer By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Senior Managing Director and Chief Financial Officer By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: President Senior Managing Director and Chief Financial Officer The foregoing Agreement is hereby confirmed and accepted as of the date first-written above. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Title: Vice President Managing Director For itself and as Representative of the Underwriters named in Exhibit A hereto Name of Underwriter Amount of Initial Securities ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. $ 33,348,775 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLC 648,000 Sterne, Agee & ▇▇▇▇▇, Inc. 244,800 BB&T Capital Markets, a division of BB&T Securities, LLC 72,000 J.J.B. ▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇, LLC 201,600 ▇▇▇▇▇▇▇▇▇▇ Securities, Inc. 201,600 $ 5,445,375 Ladenburg ▇▇▇▇▇▇▇▇ & Co. Inc. 72,000 Total 1,440,000 Number of Initial Securities: 1,440,000 Number of Option Securities: 216,000 Public offering price $ 25.000 Sales load (underwriting discounts and commissions) $ 0.875 Proceeds to the Company, before expenses $ 24.125 Dividend Yield: 6.75 % Pricing Date: November 5, 2014 Closing Date (T+5): November 13, 2014 Liquidation Preference: $ 25.00 per share plus accumulated and unpaid dividends Mandatory Redemption Date December 31, 2021 Net proceeds after payment of underwriting discounts and commissions and estimated expenses of the offering payable by the Company will be approximately $34.5 million. ▇▇▇▇▇▇ ▇▇▇6,265,650 ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLC As representative of the several underwriters named in Exhibit A of the Underwriting Agreement ▇▇▇▇ ▇▇▇▇ ▇& Company, L.L.C. $ 2,780,600 A.G.P. / Alliance Global Partners $ 2,159,600 Total $ 50,000,000 1. Final Term Sheet, dated September 18, 2023, attached hereto as ▇▇▇▇▇ ▇. Registration Nos. 333-257114 and ▇▇▇-▇▇▇▇▇▇▇▇▇▇▇, -▇▇ ▇▇▇▇▇ Ladies and GentlemenIssuer: The undersigned understands that ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLCPennyMac Mortgage Investment Trust, as representative (the “Representative”) of the several underwriters (the “Underwriters”), proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Gladstone Investment Corporation a Maryland real estate investment trust (the “Company”)) Guarantee: The Notes will be fully and unconditionally guaranteed on a senior unsecured basis by PennyMac Corp., providing for the public offering by the Underwriters, including the Representative, of preferred stock, $0.001 par value per share a Delaware corporation (the “SecuritiesGuarantor”), ) Title of the Company (Securities: 8.50% Senior Notes due 2028 Initial Aggregate Principal Amount Being Offered: $50,000,000 Over-Allotment Option: Up to $7,500,000 aggregate principal amount of Notes within 30 days of the “Public Offering”)date hereof solely to cover over-allotments, if any. Capitalized terms that are used but not defined herein have Issue Price: $25.00 Principal Payable at Maturity: 100% of the respective meanings ascribed to them in the Underwriting Agreementaggregate principal amount.

Partial Unenforceability. The invalidity or unenforceability of any Section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other Section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company, the Adviser, the Administrator and the Underwriters. Very truly yours, By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Chairman and Chief Executive Officer By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Chief Executive Officer By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: President The foregoing Agreement is hereby confirmed and accepted as of the date first-written above. By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇. Name: ▇▇▇▇▇▇▇ Name: ▇▇▇▇ . ▇▇▇▇▇▇ ▇▇▇, ▇▇. Title: Vice President Managing Director For itself and as Representative of the Underwriters named in Exhibit A hereto ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLC 648,000 Sterne, Agee & ▇▇▇▇▇, Inc. 244,800 1,254,000 BB&T Capital Markets, a division of BB&T Securities, LLC 72,000 495,000 Ladenburg ▇▇▇▇▇▇▇▇ & Co. Inc. 594,000 ▇▇▇▇▇▇▇▇▇▇ Securities, Inc. 495,000 J.J.B. ▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇, LLC 201,600 ▇▇▇▇▇▇▇▇▇▇ Securities, Inc. 201,600 Ladenburg ▇▇▇▇▇▇▇▇ & Co. Inc. 72,000 165,000 Maxim Group LLC 297,000 Total 1,440,000 3,300,000 Number of Initial Securities: 1,440,000 3,300,000 Number of Option Securities: 216,000 495,000 Public offering price $ 25.000 7.40 Sales load (underwriting discounts and commissions) $ 0.875 0.37 Proceeds to the Company, before expenses $ 24.125 Dividend Yield: 6.75 % 7.03 Pricing Date: November 5March 10, 2014 2015 Closing Date (T+5T+3): November March 13, 2014 Liquidation Preference: $ 25.00 per share plus accumulated and unpaid dividends Mandatory Redemption Date December 31, 2021 2015 Net proceeds after payment of underwriting discounts and commissions and estimated expenses of the offering payable by the Company will be approximately $34.5 23.0 million. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLC As representative of the several underwriters named in Exhibit A of the Underwriting Agreement ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Ladies and Gentlemen: The undersigned understands that ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLC, as representative (the “Representative”) of the several underwriters (the “Underwriters”), proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Gladstone Investment Corporation (the “Company”), providing for the public offering by the Underwriters, including the Representative, of preferred common stock, $0.001 par value per $0.001per share (the “SecuritiesCommon Stock”), of the Company (the “Public Offering”). Capitalized terms that are used but not defined herein have the respective meanings ascribed to them in the Underwriting Agreement.

Partial Unenforceability. The invalidity or unenforceability of any Sectionsection, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other Sectionsection, paragraph or provision hereof. If any Sectionsection, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company, the Adviser, the Administrator Adviser and the Underwriters. Very truly yours, By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Chairman and Chief Executive Officer By: /s/ ▇▇▇▇▇ . ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Title: Chief Executive Officer Financial Officer, Chief Compliance Officer, Treasurer and Secretary By: /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: President Managing Director The foregoing Agreement is hereby confirmed and accepted as of the date first-written above. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Title: Vice President Managing Director For itself and as Representative of the Underwriters named in Exhibit A hereto ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, Inc. $ 107,812,500 ▇. ▇▇▇▇▇ Securities, Inc. 3,437,500 ▇▇▇▇▇ Group, LLC 3,437,500 Ladenburg ▇▇▇▇▇▇▇▇ & Co. Inc. 3,437,500 Maxim Group, LLC 3,437,500 Compass Point Research & Trading, LLC 3,437,500 Total $ 125,000,000 The following sets forth the final terms of the 4.375% Notes due 2026 (the “Notes”) and should only be read together with the preliminary prospectus supplement dated July 15, 2021, together with the accompanying prospectus dated July 7, 2021, relating to these securities (the “Preliminary Prospectus”), and supersedes the information in the Preliminary Prospectus to the extent inconsistent with the information in the Preliminary Prospectus. In all other respects, this pricing term sheet is qualified in its entirety by reference to the Preliminary Prospectus. Terms used herein but not defined herein shall have the respective meanings as set forth in the Preliminary Prospectus. All references to dollar amounts are references to U.S. dollars. On March 10, 2021, the Company issued $50,000,000 in aggregate principal amount of its 4.375% Notes due 2026 (the “Existing Notes”) pursuant to an indenture dated May 10, 2013 (the “Base Indenture”) as supplemented by the eighth supplemental indenture dated March 10, 2021 (the “Eighth Supplemental Indenture” and, together with the Base Indenture, the “indenture”) between the Company and U.S. Bank National Association, as trustee. The securities hereby offered (the “New Notes”) are being issued as “Additional Notes” under the indenture. The Existing Notes and the New Notes are collectively referred to in this Pricing Term Sheet as the “Notes.” Issuer Saratoga Investment Corp. (the “Company”) Security 4.375% Notes due 2026 Expected Rating* BBB+ (▇▇▇▇-▇▇▇▇▇) Aggregate Principal Amount Offered $125,000,000 in the aggregate principal amount of the New Notes. The New Notes will be part of the same series of notes as the $50,000,000 aggregate principal amount of the Existing Notes. Upon settlement, the New Notes will be fungible, rank equally, and treated as a single series with the Existing Notes, and the outstanding aggregate amount of the Notes will be $175,000,000. Maturity February 28, 2026 Trade Date July 15, 2021 Settlement Date** July 20, 2021 (T+3) Use of Proceeds Redeem all of the Company’s outstanding 6.25% Notes due 2025, repay the Company’s outstanding indebtedness under its credit facility, and make investments in middle-market companies (including through SBIC subsidiaries) in accordance with the Company’s investment objective and strategies. Price to Public (Issue Price) 101.00% of the aggregate principal amount, plus the Aggregate Accrued Interest (as defined below) Aggregate Accrued Interest $1,974,826.39 of accrued and unpaid interest from March 10, 2021 up to, but not including, the date of delivery of the New Notes Coupon (Interest Rate) 4.375% Yield to Maturity 4.134% Spread to Benchmark Treasury 335 basis points Benchmark Treasury 0.875% due June 30, 2026 Benchmark Treasury Price and Yield 100-14/0.783% Interest Payment Dates February 28 and August 28, beginning August 28, 2021 Offer to Purchase upon a Change of Control Repurchase Event If a Change of Control Repurchase Event occurs prior to maturity, holders will have the right, at their option, to require the Company to repurchase for cash some or all of the Notes at a repurchase price equal to 100% of the principal amount of the Notes being repurchased, plus accrued and unpaid interest to, but not including, the repurchase date. Optional Redemption The Company may redeem some or all of the Notes at any time, or from time to time, at a redemption price (as determined by the Company) equal to the greater of the following amounts, plus, in each case, accrued and unpaid interest to, but excluding, the redemption date: ● 100% of the principal amount of the Notes to be redeemed, or ● the sum of the present values of the remaining scheduled payments of principal and interest (exclusive of accrued and unpaid interest to the date of redemption) on the Notes to be redeemed, discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using the applicable Treasury Rate plus 50 basis points; provided, however, that if the Company redeems any Notes on or after November 28, 2025 (the date falling three months prior to the maturity date of the Notes), the redemption price for the Notes will be equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption; provided, further, that no such partial redemption shall reduce the portion of the principal amount of a Note not redeemed to less than $2,000. Denomination $2,000 and integral multiples of $1,000 in excess thereof CUSIP 80349A AD1 ISIN US80349AAD19 Underwriting Discount 2.000% Book-Running Manager ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLC 648,000 Sterne, Agee & ▇▇▇▇▇Associates, Inc. 244,800 BB&T Capital Markets, a division of BB&T Securities, LLC 72,000 J.J.B. ▇▇▇▇▇▇▇▇, Co-Managers ▇.▇. ▇▇▇▇▇, LLC 201,600 ▇▇▇▇▇▇▇▇▇▇ Securities,Inc. Compass Point Research & Trading, Inc. 201,600 LLC ▇▇▇▇▇ Group, LLC Ladenburg ▇▇▇▇▇▇▇▇ & Co. Inc. 72,000 Total 1,440,000 Number Maxim Group LLC * Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. ** Under Rule 15c6-1 under the Securities Exchange Act of Initial Securities: 1,440,000 Number 1934, as amended, trades in the secondary market generally are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes on any date prior to the second business day before delivery thereof will be required, by virtue of Option Securities: 216,000 Public offering price $ 25.000 Sales load (underwriting discounts the fact that the Notes initially will settle T+3, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of the Notes who wish to trade the Notes prior to their date of delivery hereunder should consult their own advisors. The information in the Preliminary Prospectus and commissions) $ 0.875 Proceeds in this pricing term sheet is not complete and may be changed. The Preliminary Prospectus and this pricing term sheet are not offers to sell any securities of the Company and are not soliciting an offer to buy such securities in any jurisdiction where such offer and sale is not permitted. A shelf registration statement relating to these securities is on file with and has been declared effective by the SEC. Before you invest, you should read the Preliminary Prospectus, the accompanying prospectus, and other documents the Company has filed with the SEC for more complete information about the Company and this offering. You may obtain these documents for free by visiting ▇▇▇▇▇ on the SEC web site at ▇▇▇.▇▇▇.▇▇▇. Alternatively, the Company, before expenses $ 24.125 Dividend Yield: 6.75 % Pricing Date: November 5, 2014 Closing Date (T+5): November 13, 2014 Liquidation Preference: $ 25.00 per share plus accumulated and unpaid dividends Mandatory Redemption Date December 31, 2021 Net proceeds after payment of underwriting discounts and commissions and estimated expenses of any underwriter or any dealer participating in the offering payable by will arrange to send you the Company will be approximately $34.5 million. Preliminary Prospectus and the accompanying prospectus if you request it from ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, Inc., ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇ . ▇▇▇▇▇ LLC As representative of the several underwriters named in Exhibit A of the Underwriting Agreement ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ , email: ▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, tel: ▇▇ ▇▇-▇▇▇-▇▇▇▇▇ Ladies and Gentlemen: The undersigned understands that ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLC. 1. Pricing Press Release filed with the Commission on July 15, 2021 pursuant to Rule 497(a) (as representative (a Rule 482ad) 2. Final Term Sheet dated July 15, 2021, substantially in the “Representative”) form attached hereto as Exhibit B, containing the terms of the several underwriters (Securities, filed with the “Underwriters”)Commission on July 15, proposes 2021 pursuant to enter into an Underwriting Agreement (Rule 433 under the “Underwriting Agreement”) with Gladstone Investment Corporation (the “Company”), providing for the public offering by the Underwriters, including the Representative, of preferred stock, $0.001 par value per share (the “Securities”), of the Company (the “Public Offering”). Capitalized terms that are used but not defined herein have the respective meanings ascribed to them in the Underwriting Agreement.1933 Act

Partial Unenforceability. The invalidity or unenforceability of any Section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other Section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company, the Adviser, the Administrator and the Underwriters. Very truly yours, By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Chairman and Chief Executive Officer By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Chief Executive Officer By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: President The foregoing Agreement is hereby confirmed and accepted as of the date first-written above. By: /s/ ▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇ Title: Vice President Director For itself and as Representative of the Underwriters named in Exhibit A hereto ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLC 648,000 Sterne, Agee & 620,000 ▇.▇. ▇▇▇▇▇▇▇▇ & Co. 480,000 Ladenburg ▇▇▇▇▇▇▇▇ & Co. Inc. 320,000 ▇▇▇▇▇▇▇▇▇▇ Securities, Inc. 244,800 BB&T Capital Markets, a division of BB&T Securities, 340,000 Maxim Group LLC 72,000 100,000 National Securities Corporation 100,000 J.J.B. ▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇, LLC 201,600 ▇▇▇▇▇▇▇▇▇▇ Securities, Inc. 201,600 Ladenburg ▇▇▇▇▇▇▇▇ & Co. Inc. 72,000 40,000 Total 1,440,000 2,000,000 Number of Initial Securities: 1,440,000 2,000,000 Number of Option Securities: 216,000 300,000 Public offering price $ 25.000 7.9800 Sales load (underwriting discounts and commissions) $ 0.875 0.3192 Proceeds to the Company, before expenses $ 24.125 Dividend Yield: 6.75 % 7.6608 Pricing Date: November 5October 26, 2014 2016 Closing Date (T+5T+3): November 13, 2014 Liquidation Preference: $ 25.00 per share plus accumulated and unpaid dividends Mandatory Redemption Date December October 31, 2021 2016 Net proceeds after payment of underwriting discounts and commissions and estimated expenses of the offering payable by the Company will be approximately $34.5 15.1 million. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLC As representative of the several underwriters named in Exhibit A of the Underwriting Agreement ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Ladies and Gentlemen: The undersigned understands that ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLC, as representative (the “Representative”) of the several underwriters (the “Underwriters”), proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Gladstone Investment Capital Corporation (the “Company”), providing for the public offering by the Underwriters, including the Representative, of preferred common stock, par value $0.001 par value per share (the “SecuritiesCommon Stock”), of the Company (the “Public Offering”). Capitalized terms that are used but not defined herein have the respective meanings ascribed to them in the Underwriting Agreement.

Partial Unenforceability. The invalidity or unenforceability of any Sectionsection, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other Sectionsection, paragraph or provision hereof. If any Sectionsection, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company, the Adviser, the Administrator and the Underwriters. Very truly yours, Monroe Capital Corporation By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Chairman and Chief Executive Officer By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Chief Executive Officer By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: President and Chief Executive Officer Monroe Capital BDC Advisors, LLC By: Monroe Management Holdco, LLC, its sole member By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: President Chief Executive Officer Monroe Capital Management Advisors, LLC By: Monroe Management Holdco, LLC, its managing member By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Chief Executive Officer The foregoing Agreement is hereby confirmed and accepted as of the date first-written above. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Title: Vice President Managing Director For itself and as Representative of the Underwriters named in Exhibit A hereto ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, Inc. $ 106,925,000 ING Financial Markets LLC 5,200,000 ▇. ▇▇▇▇▇ Securities, Inc. 3,575,000 Huntington Securities, Inc. 3,575,000 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLC 648,000 Sterne, Agee & ▇▇▇▇▇, Inc. 244,800 BB&T Capital Markets, a division of BB&T Securities, LLC 72,000 J.J.B. ▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇, LLC 201,600 ▇▇▇▇▇▇▇▇▇▇ Securities, Inc. 201,600 3,575,000 Ladenburg ▇▇▇▇▇▇▇▇ & Co. Inc. 72,000 3,575,000 ▇▇▇▇▇▇▇▇▇▇▇ & Co. Inc. 3,575,000 Total 1,440,000 Number $ 130,000,000 The following sets forth the final terms of Initial Securities: 1,440,000 Number of Option Securities: 216,000 Public offering price $ 25.000 Sales load the 4.75% Notes due 2026 (underwriting discounts the “Notes”) and commissions) $ 0.875 Proceeds should only be read together with the preliminary prospectus supplement dated January 15, 2021, together with the accompanying prospectus dated June 24, 2020, relating to these securities (the “Preliminary Prospectus”), and supersedes the information in the Preliminary Prospectus to the extent inconsistent with the information in the Preliminary Prospectus. In all other respects, this pricing term sheet is qualified in its entirety by reference to the Preliminary Prospectus. Terms used herein but not defined herein shall have the respective meanings as set forth in the Preliminary Prospectus. All references to dollar amounts are references to U.S. dollars. Issuer Monroe Capital Corporation (the “Company”) Security 4.75% Notes due 2026 Expected Rating* BBB+ (▇▇▇▇-▇▇▇▇▇) Aggregate Principal Amount Offered $130,000,000 Maturity February 15, before expenses $ 24.125 Dividend Yield: 6.75 % Pricing 2026 Trade Date January 15, 2021 Settlement Date: November 5** January 25, 2014 Closing Date 2021 (T+5): November 13, 2014 Liquidation Preference: $ 25.00 per share plus accumulated ) Use of Proceeds To redeem all of the Company’s outstanding 5.75% Notes due 2023 and unpaid dividends Mandatory Redemption Date repay a portion of the amount outstanding under the Company’s credit facility Price to Public (Issue Price) 99.442% of the aggregate principal amount Coupon (Interest Rate) 4.75% Yield to Maturity 4.875% Spread to Benchmark Treasury +442 basis points Benchmark Treasury 0.375% due December 31, 2025 Benchmark Treasury Price and Yield 99-19¾ / 0.453% Interest Payment Dates February 15 and August 15, beginning August 15, 2021 Net proceeds after payment Offer to Purchase upon a Change of underwriting discounts and commissions and estimated expenses Control Repurchase Event If a Change of Control Repurchase Event occurs prior to maturity, holders will have the right, at their option, to require the Company to repurchase for cash some or all of the offering payable Notes at a repurchase price equal to 100% of the principal amount of the Notes being repurchased, plus accrued and unpaid interest to, but not including, the repurchase date. Optional Redemption The Company may redeem some or all of the Notes at any time, or from time to time at its option, at a redemption price (as determined by the Company) equal to the greater of the following amounts, plus, in each case, accrued and unpaid interest to, but excluding, the redemption date: · 100% of the principal amount of the Notes to be redeemed, or · the sum of the present values of the remaining scheduled payments of principal and interest (exclusive of accrued and unpaid interest to the date of redemption) on the Notes to be redeemed, discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using the applicable Treasury Rate plus 50 basis points; provided, however, that if the Company redeems any Notes on or after November 15, 2025 (the date falling three months prior to the maturity date of the Notes), the redemption price for the Notes will be approximately equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption; provided, further, that no such partial redemption shall reduce the portion of the principal amount of a Note not redeemed to less than $34.5 million2,000. Denomination $2,000 and integral multiples of $1,000 in excess thereof CUSIP 610335 AB7 ISIN US610335AB74 Underwriting Discount 2.000% Book-Running Manager ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, Inc. Co-Managers ING Financial Markets LLC ▇. ▇▇▇▇▇ Securities, Inc. Huntington Securities, Inc. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLC As representative of the several underwriters named in Exhibit A of the Underwriting Agreement ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Co. Inc. ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Ladies and Gentlemen: The undersigned understands that ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLC& Co. Inc. * Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. ** Under Rule 15c6-1 under the Securities Exchange Act of 1934, as representative (amended, trades in the “Representative”) secondary market generally are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes on any date prior to the second business day before delivery thereof will be required, by virtue of the several underwriters (fact that the “Underwriters”)Notes initially will settle T+5, proposes to enter into specify an Underwriting Agreement (alternate settlement cycle at the “Underwriting Agreement”) with Gladstone Investment Corporation (time of any such trade to prevent a failed settlement. Purchasers of the “Company”), providing for Notes who wish to trade the public offering by Notes prior to their date of delivery hereunder should consult their own advisors. The information in the Underwriters, including the Representative, of preferred stock, $0.001 par value per share (the “Securities”), Preliminary Prospectus and in this pricing term sheet is not complete and may be changed. The Preliminary Prospectus and this pricing term sheet are not offers to sell any securities of the Company and are not soliciting an offer to buy such securities in any jurisdiction where such offer and sale is not permitted. 1. Monroe Capital Corporation Investor Presentation, for the quarter ended September 30, 2020 2. Pricing Press Release filed with the Commission on January 15, 2021 pursuant to Rule 497(a) (as a Rule 482ad) 3. Bloomberg Notice “Monroe Capital Corporation New Issue Announcement,” filed with the “Public Offering”Commission on January 15, 2021 pursuant to Rule 497(a) (as a Rule 482ad). Capitalized terms that are used but not defined herein have the respective meanings ascribed to them in the Underwriting Agreement.

Partial Unenforceability. The invalidity or unenforceability of any Section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other Section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company, the Adviser, the Administrator and the Underwriters. Very truly yours, By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Chairman and Chief Executive Officer By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Chief Executive Officer By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: President The foregoing Agreement is hereby confirmed and accepted as of the date first-written above. By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇ Title: Vice President Managing Director For itself and as Representative of the Underwriters named in Exhibit A hereto ▇▇▇▇▇▇ ▇▇▇▇▇▇ & Co. Inc. $ 46,215,000 ▇▇▇▇▇▇▇ ▇▇▇▇▇ Sachs & Co. LLC 648,000 Sterne, Agee & ▇▇▇▇▇, Inc. 244,800 BB&T Capital Markets, a division of BB&T Securities, LLC 72,000 J.J.B. ▇▇▇▇▇▇▇▇, ▇.$ 24,570,000 ▇. ▇▇▇▇▇, LLC 201,600 ▇▇▇▇▇▇▇▇▇▇ Securities, Inc. 201,600 $ 21,645,000 Ladenburg ▇▇▇▇▇▇▇▇ & Co. Inc. 72,000 $ 21,645,000 Wedbush Securities Inc. $ 2,925,000 Total 1,440,000 Number of Initial Securities$ 117,000,000 Issuer: 1,440,000 Number of Option Securities: 216,000 Public offering price $ 25.000 Sales load (underwriting discounts and commissions) $ 0.875 Proceeds to the Company, before expenses $ 24.125 Dividend Yield: 6.75 % Pricing Date: November 5, 2014 Closing Date (T+5): November 13, 2014 Liquidation Preference: $ 25.00 per share plus accumulated and unpaid dividends Mandatory Redemption Date December 31, 2021 Net proceeds after payment of underwriting discounts and commissions and estimated expenses of the offering payable by the Company will be approximately $34.5 million. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLC As representative of the several underwriters named in Exhibit A of the Underwriting Agreement ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Ladies and Gentlemen: The undersigned understands that ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLC, as representative (the “Representative”) of the several underwriters (the “Underwriters”), proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Gladstone Investment Corporation (the “Company”)) Title of the Securities: 4.875% Notes due 2028 Rating:* BBB (▇▇▇▇-▇▇▇▇▇) Initial Aggregate Principal Amount Being Offered: $117,000,000 Over-Allotment Option: Up to $17,550,000 aggregate principal amount of Notes within 30 days of the date hereof solely to cover over-allotments, providing if any. Issue Price: $25.00 Principal Payable at Maturity: 100% of the aggregate principal amount. The outstanding principal amount of the Notes will be payable on the stated maturity date at the office of the trustee, paying agent and security registrar for the public offering by the Underwriters, including the Representative, of preferred stock, $0.001 par value per share (the “Securities”), of Notes or at such other office as the Company (the “Public Offering”). Capitalized terms that are used but not defined herein have the respective meanings ascribed to them in the Underwriting Agreementmay designate.

Partial Unenforceability. The invalidity or unenforceability of any Section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other Section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company, the Adviser, the Administrator and the Underwriters. Very truly yours, By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Chairman and Chief Executive Officer By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Chief Executive Officer By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: President The foregoing Agreement is hereby confirmed and accepted as of the date first-written above. By: /s/ ▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇ Title: Vice President Director For itself and as Representative of the Underwriters named in Exhibit A hereto ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLC 648,000 Sterne, Agee & 650,000 Ladenburg ▇▇▇▇▇, ▇▇▇ & Co. Inc. 244,800 BB&T Capital Markets, a division of BB&T Securities, LLC 72,000 J.J.B. ▇▇▇,▇▇▇ ▇.▇.▇ ▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇, LLC 201,600 300,000 ▇▇▇▇▇▇▇▇▇▇ Securities, Inc. 201,600 Ladenburg ▇300,000 ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. Inc. 72,000 150,000 Maxim Group LLC 100,000 Total 1,440,000 2,000,000 Number of Initial Securities: 1,440,000 2,000,000 Number of Option Securities: 216,000 300,000 Public offering price $ 25.000 25.00000 Sales load (underwriting discounts and commissions) $ 0.875 .78125 Proceeds to the Company, before expenses $ 24.125 24.21875 Dividend Yield: 6.75 6.25 % Pricing Date: November 5September 19, 2014 2016 Closing Date (T+5): November 13September 26, 2014 2016 Liquidation Preference: $ 25.00 per share plus accumulated and unpaid dividends Mandatory Redemption Date December 31September 30, 2021 2023 Net proceeds after payment of underwriting discounts and commissions and estimated expenses of the offering payable by the Company will be approximately $34.5 48.2 million. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLC As representative of the several underwriters named in Exhibit A of the Underwriting Agreement ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Ladies and Gentlemen: The undersigned understands that ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLC, as representative (the “Representative”) of the several underwriters (the “Underwriters”), proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Gladstone Investment Corporation (the “Company”), providing for the public offering by the Underwriters, including the Representative, of preferred stock, par value $0.001 par value per share (the “Securities”), of the Company (the “Public Offering”). Capitalized terms that are used but not defined herein have the respective meanings ascribed to them in the Underwriting Agreement.

Partial Unenforceability. The invalidity or unenforceability of any Section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other Section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company, the Adviser, the Administrator and the Underwriters. Very truly yours, By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Chairman and Chief Executive Officer By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Chief Executive Officer By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: President The foregoing Agreement is hereby confirmed and accepted as of the date first-written above. By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Vice President Managing Director For itself and as Representative of the Underwriters named in Exhibit A hereto ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLC 648,000 Sterne, Agee & ▇▇▇▇▇, Inc. 244,800 BB&T Capital Markets, a division of BB&T Securities, LLC 72,000 J.J.B. ▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇, LLC 201,600 ▇▇▇▇▇▇▇▇▇▇ Securities, Inc. 201,600 $ 13,500,000 Ladenburg ▇▇▇▇▇▇▇▇ & Co. Inc. 72,000 Total 1,440,000 Number of Initial Securities: 1,440,000 Number of Option Securities: 216,000 Public offering price $ 25.000 Sales load (underwriting discounts and commissions) $ 0.875 Proceeds to the Company, before expenses $ 24.125 Dividend Yield: 6.75 % Pricing Date: November 5, 2014 Closing Date (T+5): November 13, 2014 Liquidation Preference: $ 25.00 per share plus accumulated and unpaid dividends Mandatory Redemption Date December 31, 2021 Net proceeds after payment of underwriting discounts and commissions and estimated expenses of the offering payable by the Company will be approximately $34.5 million9,618,750 ▇. ▇▇▇▇▇▇ ▇▇▇FBR, Inc. $ 5,906,250 ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLC As representative of the several underwriters named in Exhibit A of the Underwriting Agreement ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇& Company, ▇▇ ▇▇▇▇▇ Ladies and GentlemenL.L.C. $ 2,868,750 Wedbush Securities Inc. $ 1,856,250 Total $ 33,750,000 Issuer: The undersigned understands that ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLC, as representative (the “Representative”) of the several underwriters (the “Underwriters”), proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Gladstone Investment Capital Corporation (the “Company”)) Title of the Securities: 5.375% Notes due 2024 Initial Aggregate Principal Amount Being Offered: $33,750,000 Over-Allotment Option: $5,062,500 aggregate principal amount of Notes within 30 days of the date hereof solely to cover over-allotments, providing if any. Issue Price: $25.00 Principal Payable at Maturity: 100% of the aggregate principal amount; the principal amount of each Note will be payable on its stated maturity date at the office of the trustee, paying agent, and security registrar for the public offering by the Underwriters, including the Representative, of preferred stock, $0.001 par value per share (the “Securities”), of Notes or at such other office as the Company (the “Public Offering”). Capitalized terms that are used but not defined herein have the respective meanings ascribed to them in the Underwriting Agreementmay designate.

Partial Unenforceability. The invalidity or unenforceability of any Section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other Section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company, the Adviser, the Administrator and the Underwriters. Very truly yours, By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Chairman and Chief Executive Officer By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Chief Executive Officer By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: President The foregoing Agreement is hereby confirmed and accepted as of the date first-written above. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Title: Vice President Managing Director For itself and as Representative of the Underwriters named in Exhibit A hereto ▇▇▇▇▇▇▇▇▇▇▇ & Co. Inc. $ 17,444,300 ▇. ▇▇▇▇▇ Securities, Inc. $ 11,671,750 Ladenburg ▇▇▇▇▇▇▇▇ & Co. Inc. $ 9,100,000 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLC 648,000 Sterne, Agee & ▇▇▇▇▇, Inc. 244,800 BB&T Capital Markets, a division of BB&T Securities, LLC 72,000 J.J.B. ▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇, LLC 201,600 ▇▇▇▇▇▇▇▇▇▇ Securities, Inc. 201,600 Ladenburg ▇▇▇▇▇▇▇▇ & Co. Inc. 72,000 Total 1,440,000 Number of Initial Securities: 1,440,000 Number of Option Securities: 216,000 Public offering price $ 25.000 Sales load (underwriting discounts and commissions) $ 0.875 Proceeds to the Company, before expenses $ 24.125 Dividend Yield: 6.75 % Pricing Date: November 5, 2014 Closing Date (T+5): November 13, 2014 Liquidation Preference: $ 25.00 per share plus accumulated and unpaid dividends Mandatory Redemption Date December 31, 2021 Net proceeds after payment of underwriting discounts and commissions and estimated expenses of the offering payable by the Company will be approximately $34.5 million. ▇5,044,575 ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. $ 13,911,125 Wedbush Securities Inc. $ 1,978,250 Gladstone Securities, LLC As representative of the several underwriters named in Exhibit A of the Underwriting Agreement ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Ladies and Gentlemen$ 5,850,000 Total $ 65,000,000 Issuer: The undersigned understands that ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLC, as representative (the “Representative”) of the several underwriters (the “Underwriters”), proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Gladstone Investment Corporation (the “Company”)) Title of the Securities: 8.00% Notes due 2028 Rating:* BBB (▇▇▇▇-▇▇▇▇▇) Initial Aggregate Principal Amount Being Offered: $65,000,000 Over-Allotment Option: Up to $9,750,000 aggregate principal amount of Notes within 30 days of the date hereof solely to cover over-allotments, providing if any. Issue Price: $25.00 Principal Payable at Maturity: 100% of the aggregate principal amount. The outstanding principal amount of the Notes will be payable on the stated maturity date at the office of the trustee, paying agent and security registrar for the public offering by the Underwriters, including the Representative, of preferred stock, $0.001 par value per share (the “Securities”), of Notes or at such other office as the Company (the “Public Offering”). Capitalized terms that are used but not defined herein have the respective meanings ascribed to them in the Underwriting Agreementmay designate.