Shares of Common Stock, par value $0.001 per share GLADSTONE INVESTMENT CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • October 2nd, 2012 • Gladstone Investment Corporation\de • New York
GLADSTONE INVESTMENT CORPORATION AND , AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT DATED AS OFWarrant Agreement • July 17th, 2012 • Gladstone Investment Corporation\de • New York
THIS PREFERRED STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [—], between GLADSTONE INVESTMENT CORPORATION, a Delaware corporation (the “Company”) and [—], a [corporation] [national banking association] organized and existing under the laws of [—] and having a corporate trust office in [—], as warrant agent (the “Warrant Agent”).
GLADSTONE INVESTMENT CORPORATION AND , AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OFCommon Stock Warrant Agreement • July 17th, 2012 • Gladstone Investment Corporation\de • New York
THIS COMMON STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [—], between GLADSTONE INVESTMENT CORPORATION, a Delaware corporation (the “Company”) and [—], a [corporation] [national banking association] organized and existing under the laws of [—] and having a corporate trust office in [—], as warrant agent (the “Warrant Agent”).
CUSTODY AGREEMENTCustody Agreement • June 21st, 2005 • Gladstone Investment Corporation\de • New York
AGREEMENT, dated as of June ___, 2005 between Gladstone Investment Corporation, a corporation organized and existing under the laws of the State of Delaware having its principal office and place of business at 1521 Westbranch Drive, Suite 200, McLean, Virginia 22102 (the “Fund”) and The Bank of New York, a New York corporation authorized to do a banking business having its principal office and place of business at One Wall Street, New York, New York 10286 (“Custodian”).
STOCK TRANSFER AGENCY AGREEMENT between GLADSTONE INVESTMENT CORPORATION and THE BANK OF NEW YORK Dated as of , 2005 ACCOUNT NUMBER(S) ___________________________Stock Transfer Agency Agreement • May 13th, 2005 • Gladstone Investment Corporation\de • New York
AGREEMENT, made as of , 2005 by and between Gladstone Investment Corporation, a corporation organized and existing under the laws of the State of Delaware(hereinafter referred to as the “Customer”), and THE BANK OF NEW YORK, a New York trust company (hereinafter referred to as the “Bank”).
GLADSTONE INVESTMENT CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • May 24th, 2023 • Gladstone Investment Corporation\de • New York
Gladstone Investment Corporation, a Delaware corporation (the “Company”), Gladstone Management Corporation, a Delaware corporation (the “Adviser”), and Gladstone Administration, LLC, a Delaware limited liability company (the “Administrator”), each confirms with Oppenheimer & Co. Inc. (“OpCo”) and each of the other underwriters named in Exhibit A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as provided in Section 8 hereof), for whom OpCo is acting as the representative (in such capacity, the “Representative”) with respect to the issuance and sale by the Company of $65,000,000 aggregate principal amount (the “Initial Securities”) of the Company’s 8.00% notes due 2028 (the “Notes”), and the purchase by the Underwriters, acting severally and not jointly, of the aggregate principal amount of Initial Securities set forth opposite their respective names in Exhibit A hereto, and with respect to the grant by the Company to the Underwriters
AMENDMENT NO. 9 TO FIFTH AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • February 6th, 2024 • Gladstone Investment Corporation\de • New York
GLADSTONE INVESTMENT CORPORATION Up to $50,000,000 Shares of Common Stock SALES AGREEMENTSales Agreement • August 8th, 2023 • Gladstone Investment Corporation\de • New York
Gladstone Investment Corporation (a Delaware corporation) 12,000,000 Shares of Common Stock Par Value $.001 per Share Underwriting AgreementGladstone Investment Corporation\de • June 21st, 2005 • New York
Ferris, Baker Watts, Incorporated Jefferies & Company, Inc. RBC Capital Markets Corporation BB&T Capital Markets, a division of Scott & Stringfellow, Inc. Oppenheimer & Co. Inc. Stifel, Nicolaus & Company, Incorporated J.J.B. Hilliard, W.L. Lyons, Inc. Wunderlich Securities, Inc. c/o Ferris, Baker Watts, Incorporated 1700 Pennsylvania Avenue Washington, DC 20006
ADMINISTRATION AGREEMENTAdministration Agreement • June 14th, 2006 • Gladstone Investment Corporation\de • Delaware
THIS ADMINISTRATION AGREEMENT (this “Agreement”) is made as of June 22, 2005 by and between Gladstone Investment Corporation, a Delaware corporation (hereinafter referred to as the “Corporation”), and Gladstone Administration, LLC, a Delaware limited liability company (hereinafter referred to as the “Administrator”).
INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT BETWEEN GLADSTONE INVESTMENT CORPORATION AND GLADSTONE MANAGEMENT CORPORATIONInvestment Advisory and Management Agreement • August 31st, 2023 • Gladstone Investment Corporation\de • New York
AGREEMENT made this [●] day of [●] 20[●], by and between Gladstone Investment Corporation, a Delaware corporation (the “Corporation”), and Gladstone Management Corporation, a Delaware corporation (the “Adviser”).
DEALER MANAGER AGREEMENT $350,000,000 of 6.00% Notes due 2040 — $25.00 per noteDealer Manager • May 22nd, 2020 • Gladstone Investment Corporation\de • Virginia
Gladstone Investment Corporation, a Delaware corporation (the “Company”), is offering a maximum of $350,000,000 of its 6.00% notes due 2040 (the “Notes”) for sale to the public (the “Offering”). Except as described in the Prospectus (as defined below) or in Section 5 hereof, the Notes are to be sold pursuant to the Offering for a cash price of $25.00 per Note.
GLADSTONE INVESTMENT CORPORATION Up to $50,000,000 Shares of 6.375% Series E Cumulative Term Preferred Stock (Liquidation Preference $25.00 per share) ($0.001 par value per share) SALES AGREEMENTAdministration Agreement • May 21st, 2020 • Gladstone Investment Corporation\de • New York
Gladstone Investment Corporation, a corporation organized under the laws of Delaware (the “Company”), Gladstone Management Corporation, a Delaware corporation registered as an investment adviser (the “Adviser”), and Gladstone Administration, LLC, a Delaware limited liability company (the “Administrator”), confirm their agreement (this “Agreement”) with Virtu Americas LLC (the “Agent”), as follows:
FORM OF ADMINISTRATION AGREEMENTForm of Administration Agreement • March 31st, 2005 • Gladstone Investment Corporation\de • Delaware
This Administration Agreement (this “Agreement”) is made as of ___________________, 2005 by and between Gladstone Investment Corporation, a Delaware corporation (hereinafter referred to as the “Corporation”), and Gladstone Administration, LLC, a Delaware limited liability company (hereinafter referred to as the “Administrator”).
TRADEMARK LICENSE AGREEMENTTrademark License Agreement • March 31st, 2005 • Gladstone Investment Corporation\de • Virginia
THIS TRADEMARK LICENSE AGREEMENT (“Agreement”) made this March 29, 2005 (the “Effective Date”) between GLADSTONE MANAGEMENT CORPORATION, a corporation organized and existing under the laws of the state of Delaware, with its principal place of business at 1616 Anderson Road, McLean, Virginia 22102 (“Licensor”), and GLADSTONE INVESTMENT CORPORATION, a corporation organized and existing under the laws of the state of Delaware, with its principal place of business at 1616 Anderson Road, McLean, Virginia 22102 (“Licensee”) (together, the “Parties”).
SECOND SUPPLEMENTAL INDENTURE between GLADSTONE INVESTMENT CORPORATION and UMB BANK, NATIONAL ASSOCIATION, as Trustee Dated as of March 2, 2021Supplemental Indenture • March 2nd, 2021 • Gladstone Investment Corporation\de • New York
THIS SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”), dated as of March 2, 2021, is between Gladstone Investment Corporation, a Delaware corporation (the “Company”), and UMB Bank, National Association, as trustee (the “Trustee”). All capitalized terms used herein shall have the meaning set forth in the Base Indenture (as defined below).
AMENDMENT NO. 1 TO GLADSTONE BUSINESS INVESTMENT, LLC CREDIT AGREEMENTCredit Agreement • October 9th, 2012 • Gladstone Investment Corporation\de • North Carolina
THIS AMENDMENT NO. 1 to Gladstone Business Investment, LLC Credit Agreement (this “Agreement”), dated as of October 5, 2012, is made among Gladstone Business Investment, LLC, a Delaware limited liability company (the “Borrower”), Gladstone Management Corporation, a Delaware corporation (the “Servicer”), Branch Banking and Trust Company, as administrative agent (the “Administrative Agent”), and the Lenders party to the Credit Agreement (defined below) and is being executed and delivered pursuant to that certain Fourth Amended and Restated Credit Agreement, dated as of October 26, 2011 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the Servicer, the Administrative Agent, the Lenders and the other parties thereto. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.
JOINDER AGREEMENTJoinder Agreement • June 17th, 2013 • Gladstone Investment Corporation\de • New York
Reference is made to the that certain Fifth Amended and Restated Credit Agreement dated as of April 30, 2013 by and among Gladstone Business Investment, LLC, Gladstone Management Corporation, as Servicer, the Lenders and Managing Agents parties thereto from time to time, and Key Equipment Finance Inc., as Administrative Agent, (as amended, modified or restated from time to time, the “Credit Agreement”). Capitalized terms used and not otherwise defined herein are used with the meanings set forth or incorporated by reference in the Credit Agreement.
JOINDER AGREEMENTJoinder Agreement • September 22nd, 2014 • Gladstone Investment Corporation\de • New York
Reference is made to that certain Fifth Amended and Restated Credit Agreement dated as of April 30, 2013 by and among Gladstone Business Investment, LLC, Gladstone Management Corporation, as Servicer, the Lenders and Managing Agents parties thereto from time to time, and Key Equipment Finance, a division of KeyBank National Association, as Administrative Agent (as amended, modified or restated from time to time, the “Credit Agreement”). Capitalized terms used and not otherwise defined herein are used with the meanings set forth or incorporated by reference in the Credit Agreement.
CUSTODIAL AGREEMENTCustodial Agreement • June 7th, 2013 • Gladstone Investment Corporation\de • New York
CUSTODIAL AGREEMENT, dated as of October 19, 2006 (as amended, supplemented or otherwise modified from time to time, this “Custodial Agreement”) among (i) GLADSTONE BUSINESS INVESTMENT LLC, a Delaware limited liability company (the “Borrower”), (ii) GLADSTONE MANAGEMENT CORPORATION, a Delaware corporation (the “Servicer”), (iii) GLADSTONE INVESTMENT CORPORATION, a Delaware corporation (the “Originator”), (iv) THE BANK OF NEW YORK TRUST COMPANY, N.A., not in its individual capacity, but solely as custodian and (v) DEUTSCHE BANK AG, NEW YORK BRANCH, as agent for the Lenders (the “Administrative Agent”).
March 27, 2008Letter of Agreement • March 31st, 2008 • Gladstone Investment Corporation\de • New York
This Letter of Agreement, including the Appendix attached hereto (collectively, this "Agreement"), sets forth the terms and conditions of the engagement of Georgeson Inc. ("Georgeson") by Gladstone Investment Corporation (the "Company") to act as Information Agent in connection with its Rights Offer (the "Offer"). The term of the Agreement shall be the term of the Offer, including any extensions thereof.
JOINDER AGREEMENTJoinder Agreement • June 17th, 2013 • Gladstone Investment Corporation\de • New York
Reference is made to the that certain Fifth Amended and Restated Credit Agreement dated as of April 30, 2013 by and among Gladstone Business Investment, LLC, Gladstone Management Corporation, as Servicer, the Lenders and Managing Agents parties thereto from time to time, and Key Equipment Finance Inc., as Administrative Agent, (as amended, modified or restated from time to time, the “Credit Agreement”). Capitalized terms used and not otherwise defined herein are used with the meanings set forth or incorporated by reference in the Credit Agreement.
FOURTH SUPPLEMENTAL INDENTURE between GLADSTONE INVESTMENT CORPORATION and UMB BANK, NATIONAL ASSOCIATION, as Trustee Dated as of May 31, 2023Fourth Supplemental Indenture • May 31st, 2023 • Gladstone Investment Corporation\de
THIS FOURTH SUPPLEMENTAL INDENTURE (this “Fourth Supplemental Indenture”), dated as of May 31, 2023, is between Gladstone Investment Corporation, a Delaware corporation (the “Company”), and UMB Bank, National Association, as trustee (the “Trustee”). All capitalized terms used herein shall have the meaning set forth in the Base Indenture (as defined below).
AMENDMENT NO. 2 TO CREDIT AGREEMENTCredit Agreement • October 31st, 2007 • Gladstone Investment Corporation\de • New York
THIS AMENDMENT NO. 2 TO CREDIT AGREEMENT (this "Amendment") dated as of July 25, 2007, is entered into among GLADSTONE BUSINESS INVESTMENT, LLC, as the Borrower, DEUTSCHE BANK AG, CAYMAN ISLAND BRANCH, as a Committed Lender (the "Committed Lender"), DEUTSCHE BANK AG, NEW YORK BRANCH ("Deutsche Bank") as Managing Agent (in such capacity, collectively the "Managing Agent") and Deutsche Bank as Administrative Agent (in such capacity, the "Administrative Agent"). Capitalized terms used herein without definition shall have the meanings ascribed thereto in the "Credit Agreement" referred to below.
RIGHTS AGENCY AGREEMENTRights Agency Agreement • March 31st, 2008 • Gladstone Investment Corporation\de • New York
RIGHTS AGENCY AGREEMENT (the "Agreement"), dated as of March 28, 2008, between Gladstone Investment Corporation (the "Company"), incorporated under the laws of Delaware, and The Bank of New York, a New York banking corporation (the "Rights Agent").
AMENDMENT NO. 3 TO FIFTH AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • May 12th, 2017 • Gladstone Investment Corporation\de • New York
THIS AMENDMENT NO. 3 TO FIFTH AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) dated as of January 20, 2017, is entered into among GLADSTONE BUSINESS INVESTMENT, LLC, as Borrower (the “Borrower”), GLADSTONE MANAGEMENT CORPORATION, as Servicer (the “Servicer”), KEYBANK NATIONAL ASSOCIATION (“KeyBank”), ALOSTAR BANK OF COMMERCE (“Alostar”), MANUFACTURERS AND TRADERS TRUST (“MT&T”), EAST WEST BANK (“East West Bank”), CHEMICAL BANK (“Chemical Bank”) and CUSTOMERS BANK (“Customers”) as Lenders (collectively, the “Lenders”) and as Managing Agents (in such capacity, collectively the “Managing Agents”) and KeyBank, as Administrative Agent (in such capacity, the “Administrative Agent”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in the “Credit Agreement” referred to below.
THIRD SUPPLEMENTAL INDENTURE between GLADSTONE INVESTMENT CORPORATION and UMB BANK, NATIONAL ASSOCIATION, as Trustee Dated as of August 18, 2021Indenture • August 18th, 2021 • Gladstone Investment Corporation\de • New York
THIS THIRD SUPPLEMENTAL INDENTURE (this “Third Supplemental Indenture”), dated as of August 18, 2021, is between Gladstone Investment Corporation, a Delaware corporation (the “Company”), and UMB Bank, National Association, as trustee (the “Trustee”). All capitalized terms used herein shall have the meaning set forth in the Base Indenture (as defined below).
AGREEMENT REGARDING FIDELITY BONDINGAgreement Regarding Fidelity Bonding • May 11th, 2007 • Gladstone Investment Corporation\de
This Agreement Regarding Fidelity Bonding is dated effective as of the 25th day of January, 2007 by and among Gladstone Capital Corporation (“Gladstone Capital”), Gladstone Investment Corporation (“Gladstone Investment,” and together with Gladstone Capital, the “Investment Company Insureds”), Gladstone Management Corporation (“Gladstone Management”), Gladstone Commercial Corporation (“Gladstone Commercial”), and Gladstone Land Corporation (“Gladstone Land”) (the parties are collectively referred to herein as the “Insureds.”)
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • March 30th, 2007 • Gladstone Investment Corporation\de • New York
THIS AMENDMENT NO. 1 TO CREDIT AGREEMENT (this “Amendment”) dated as of March 29, 2007, is entered into among GLADSTONE BUSINESS INVESTMENT, LLC, as the Borrower, DEUTSCHE BANK AG, CAYMAN ISLAND BRANCH, as a Committed Lender (the “Committed Lender”), DEUTSCHE BANK AG, NEW YORK BRANCH (“Deutsche Bank”) as Managing Agent (in such capacity, collectively the “Managing Agent”) and Deutsche Bank as Administrative Agent (in such capacity, the “Administrative Agent”). Capitalized terms used herein without definition shall have the meanings ascribed thereto in the “Credit Agreement” referred to below.
FORM OF INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT BETWEEN GLADSTONE INVESTMENT CORPORATION AND GLADSTONE MANAGEMENT CORPORATIONManagement Agreement • May 13th, 2005 • Gladstone Investment Corporation\de • Delaware
Agreement made this ___day of ___, 2005, by and between Gladstone Investment Corporation, a Delaware corporation (the “Fund”), and Gladstone Management Corporation, a Delaware corporation (the “Adviser”).
JOINDER AGREEMENTJoinder Agreement • September 22nd, 2014 • Gladstone Investment Corporation\de • New York
Reference is made to that certain Fifth Amended and Restated Credit Agreement dated as of April 30, 2013 by and among Gladstone Business Investment, LLC, Gladstone Management Corporation, as Servicer, the Lenders and Managing Agents parties thereto from time to time, and Key Equipment Finance, a division of KeyBank National Association, as Administrative Agent (as amended, modified or restated from time to time, the “Credit Agreement”). Capitalized terms used and not otherwise defined herein are used with the meanings set forth or incorporated by reference in the Credit Agreement.
Gladstone Investment Corporation FIRST AMENDMENT TO SALES AGREEMENTSales Agreement • August 8th, 2023 • Gladstone Investment Corporation\de
FIRST AMENDMENT TO SALES AGREEMENT, dated as of August 7, 2023 (this “First Amendment”), by and among Gladstone Investment Corporation, a Delaware corporation (the “Company”), Gladstone Management Corporation, a Delaware corporation registered as an investment adviser (the “Adviser”), and Gladstone Administration, LLC, a Delaware limited liability company (the “Administrator”) and Oppenheimer & Co. Inc. (the “Agent”).
JOINDER AGREEMENTJoinder Agreement • September 22nd, 2014 • Gladstone Investment Corporation\de • New York
Reference is made to that certain Fifth Amended and Restated Credit Agreement dated as of April 30, 2013 by and among Gladstone Business Investment, LLC, Gladstone Management Corporation, as Servicer, the Lenders and Managing Agents parties thereto from time to time, and Key Equipment Finance, a division of KeyBank National Association, as Administrative Agent (as amended, modified or restated from time to time, the “Credit Agreement”). Capitalized terms used and not otherwise defined herein are used with the meanings set forth or incorporated by reference in the Credit Agreement.
JOINDER AGREEMENTJoinder Agreement • August 29th, 2018 • Gladstone Investment Corporation\de • New York
Reference is made to that certain Fifth Amended and Restated Credit Agreement dated as of April 30, 2013 by and among Gladstone Business Investment, LLC, Gladstone Management Corporation, as Servicer, the Lenders and Managing Agents parties thereto from time to time, and KeyBank National Association, as Administrative Agent (as amended, modified or restated from time to time, the “Credit Agreement”). Capitalized terms used and not otherwise defined herein are used with the meanings set forth or incorporated by reference in the Credit Agreement.
Gladstone Investment Corporation FIRST AMENDMENT TO SALES AGREEMENTSales Agreement • August 8th, 2023 • Gladstone Investment Corporation\de
FIRST AMENDMENT TO SALES AGREEMENT, dated as of August 7, 2023 (this “First Amendment”), by and among Gladstone Investment Corporation, a Delaware corporation (the “Company”), Gladstone Management Corporation, a Delaware corporation registered as an investment adviser (the “Adviser”), and Gladstone Administration, LLC, a Delaware limited liability company (the “Administrator”) and Virtu Americas LLC (the “Agent”).
