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 and the Underwriters. Very truly yours, Great Elm Capital Corp. By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Chief Executive Officer Great Elm Capital Management, Inc. By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: Chief Operating Officer, Chief Compliance Officer and General Counsel The foregoing Agreement is hereby confirmed and accepted as of the date first-written above. Ladenburg Xxxxxxxx & Co. Inc. By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Head of Capital Markets For itself and as Representative of the Underwriters named in Exhibit A hereto EXHIBIT A UNDERWRITERS Name of Underwriter Aggregate Principal Amount of Initial Securities Ladenburg Xxxxxxxx & Co. Inc. $ 22,500,000 Xxxxxx Xxxxxxxxxx Xxxxx LLC $ 11,000,000 Incapital LLC $ 6,500,000 Total $ 40,000,000 EXHIBIT B PRICE-RELATED INFORMATION Aggregate Principal Amount of Initial Securities: $40,000,000 Aggregate Principal Amount of Option Securities: $6,000,000 Public offering price 100.0% Sales load (underwriting discounts and commissions) 3.125% Proceeds to the Company, before expenses 96.875% Pricing Date: June 11, 2019 Closing Date (T+5): June 18, 2019 Interest Rate 6.50% No Call Period Closing Date through June 30, 2021 Stated Maturity June 30, 2024 Exhibit 6(f) – Officers’ Certificates

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 Adviser, the Administrator and the Underwriters. Very truly yours, Great Elm Gladstone Capital Corp. Corporation By: /s/ Xxxxx X. Xxxx Xxxxxxxxx Name: Xxxxx X. Xxxx Xxxxxxxxx Title: Chairman and Chief Executive Officer Gladstone Management Corporation By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Chief Executive Officer Great Elm Capital ManagementGladstone Administration, Inc. LLC By: /s/ Xxxx Xxxxxxx X. Xxxxxxxx XxXxxxx Name: Xxxx Xxxxxxx X. Xxxxxxxx XxXxxxx Title: Chief Operating Officer, Chief Compliance Officer and General Counsel President The foregoing Agreement is hereby confirmed and accepted as of the date first-first written above. Ladenburg Xxxxxxxx Xxxxxxx Xxxxx & Co. Associates, Inc. By: /s/ Xxxxxx Xxxxx Xxxxxx Name: Xxxxxx Xxxxx Xxxxxx Title: Head of Capital Markets Managing Director For itself and as Representative of the Underwriters named in Exhibit A hereto EXHIBIT A UNDERWRITERS Name of Underwriter Aggregate Principal Amount of Initial Securities Ladenburg Xxxxxxxx Xxxxxxx Xxxxx & Co. Associates, Inc. $ 22,500,000 Xxxxxx Xxxxxxxxxx Xxxxx LLC $ 11,000,000 Incapital LLC $ 6,500,000 50,000,000 Total $ 40,000,000 50,000,000 Exhibit A EXHIBIT B PRICE-RELATED INFORMATION [See attached] Exhibit B GLADSTONE CAPITAL CORPORATION $50,000,000 5.125% Notes due 2026 PRICING TERM SHEET March 5, 2021 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- (Xxxx-Xxxxx) Aggregate Principal Amount Offered $50,000,000 in aggregate principal amount of Initial Securities: New Notes. The New Notes will be part of the same series of notes as the $40,000,000 100,000,000 aggregate principal amount of the Existing Notes. Upon settlement, the New Notes will be fungible, rank equally, and be treated as a single series with the Existing Notes, and the outstanding aggregate principal amount of the 5.125% Notes due 2026 will be $150,000,000. Maturity January 31, 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 Principal Amount Accrued Interest (as defined below) Aggregate Accrued Interest $612,152.78 of Option Securities: $6,000,000 Public offering 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 100.0equal to 100% Sales load 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 (underwriting discounts and commissionsas determined by the Company) 3.125% Proceeds equal to the Companygreater 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 XX0 XXXX XX000000XX00 Underwriting Discount 2.000% Book-Running Manager Xxxxxxx Xxxxx & Associates, 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, 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. Investors are advised to carefully consider the investment objective, risks, charges and expenses 96.875% Pricing Dateof the Company before investing. The Preliminary Prospectus, which has been filed with the U.S. Securities and Exchange Commission (“SEC”), contains this and other information about the Company and should be read carefully before investing. 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 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 XXXXX on the SEC Web site at xxx.xxx.xxx. 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 Xxxxxxx Xxxxx & Associates, Inc., 000 Xxxxxxxx Xxxxxxx, Xx. Xxxxxxxxxx, Xxxxxxx 00000, email: June 11xxxxxxxxxx@xxxxxxxxxxxx.xxx, 2019 Closing Date (T+5): June 18, 2019 Interest Rate 6.50% No Call Period Closing Date through June 30, 2021 Stated Maturity June 30, 2024 Exhibit 6(f) – Officers’ Certificatestel: 000-000-0000. SCHEDULE A

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 Adviser, the Administrator and the Underwriters. Very truly yours, Great Elm Gladstone Capital Corp. Corporation By: /s/ Xxxxx X. Xxxx Xxxxxxxxx Name: Xxxxx X. Xxxx Xxxxxxxxx Title: Chairman and Chief Executive Officer Gladstone Management Corporation By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Chief Executive Officer Great Elm Capital ManagementGladstone Administration, Inc. LLC By: /s/ Xxxx Xxxxxxx X. Xxxxxxxx XxXxxxx Name: Xxxx Xxxxxxx X. Xxxxxxxx XxXxxxx Title: Chief Operating Officer, Chief Compliance Officer and General Counsel President The foregoing Agreement is hereby confirmed and accepted as of the date first-written above. Ladenburg Xxxxxxxx & Co. Inc. Xxxxxx Xxxxxxxxxx Xxxxx LLC: By: /s/ Xxxxxx Xxxxxx Xxxxxxx X. Xxxxxxxx, Xx. Name: Xxxxxx Xxxxxx Xxxxxxx X. Xxxxxxxx, Xx. Title: Head of Capital Markets Managing Director For itself and as Representative of the Underwriters named in Exhibit A hereto EXHIBIT A UNDERWRITERS Name of Underwriter Aggregate Principal Amount Number of Initial Securities Xxxxxx Xxxxxxxxxx Xxxxx LLC 820,000 Ladenburg Xxxxxxxx & Co. Inc. $ 22,500,000 Xxxxxx 460,000 Xxxxxxxxxx Xxxxx Securities, Inc. 460,000 Maxim Group LLC $ 11,000,000 Incapital 100,000 J.J.B. Xxxxxxxx, X.X. Xxxxx, LLC $ 6,500,000 40,000 National Securities Corporation 120,000 Total $ 40,000,000 2,000,000 EXHIBIT B PRICE-RELATED INFORMATION Aggregate Principal Amount Number of Initial Securities: $40,000,000 Aggregate Principal Amount 2,000,000 Number of Option Securities: $6,000,000 300,000 Per Share Public offering price 100.0% $ 8.55 Sales load (underwriting discounts and commissions) 3.125% $ 0.4275 Proceeds to the Company, before expenses 96.875% $ 8.1225 Pricing Date: June 11October 27, 2019 2015 Closing Date (T+5T+3): June 18, 2019 Interest Rate 6.50% No Call Period Closing Date through June October 30, 2021 Stated Maturity June 302015 Net proceeds after payment of underwriting discounts and commissions and estimated expenses of the offering payable by the Company will be approximately $16.0 million. EXHIBIT C FORM OF LOCK-UP AGREEMENT Xxxxxx Xxxxxxxxxx Xxxxx LLC As representative of the several underwriters named in Exhibit A of the Underwriting Agreement 0000 Xxxx Xxxxxx Xxxxxxxxxxxx, 2024 Exhibit 6(fXX 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxxxxxx Xxxxx LLC, as representative (the “Representative”) – Officers’ Certificatesof the several underwriters (the “Underwriters”), proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Gladstone Capital Corporation (the “Company”), providing for the public offering by the Underwriters, including the Representative, of common stock, par value $0.001 per share (the “Common 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 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 Adviser, the Administrator and the Underwriters. Very truly yours, Great Elm Capital Corp. Gladstone Investment Corporation By: /s/ Xxxxx X. Xxxx Xxxxxxxxx Name: Xxxxx X. Xxxx Xxxxxxxxx Title: Chairman and Chief Executive Officer Gladstone Management Corporation By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Chief Executive Officer Great Elm Capital ManagementGladstone Administration, Inc. LLC By: /s/ Xxxx Xxxxxxx X. Xxxxxxxx XxXxxxx Name: Xxxx Xxxxxxx X. Xxxxxxxx XxXxxxx Title: Chief Operating Officer, Chief Compliance Officer and General Counsel President The foregoing Agreement is hereby confirmed and accepted as of the date first-written above. Ladenburg Xxxxxxxx & Co. Inc. Xxxxxx Xxxxxxxxxx Xxxxx LLC: By: /s/ Xxxxxx Xxxxxx Xxxxxxx X. Xxxxxxxx, Xx. Name: Xxxxxx Xxxxxx Xxxxxxx X. Xxxxxxxx, Xx. Title: Head of Capital Markets Managing Director For itself and as Representative of the Underwriters named in Exhibit A hereto EXHIBIT A UNDERWRITERS Name of Underwriter Aggregate Principal Amount Number of Initial Securities Xxxxxx Xxxxxxxxxx Xxxxx LLC 1,254,000 BB&T Capital Markets, a division of BB&T Securities, LLC 495,000 Ladenburg Xxxxxxxx & Co. Inc. $ 22,500,000 Xxxxxx 594,000 Xxxxxxxxxx Xxxxx Securities, Inc. 495,000 J.J.B. Xxxxxxxx, X.X. Xxxxx, LLC $ 11,000,000 Incapital 165,000 Maxim Group LLC $ 6,500,000 297,000 Total $ 40,000,000 3,300,000 EXHIBIT B PRICE-RELATED INFORMATION Aggregate Principal Amount Number of Initial Securities: $40,000,000 Aggregate Principal Amount 3,300,000 Number of Option Securities: $6,000,000 495,000 Per Share Public offering price 100.0% $ 7.40 Sales load (underwriting discounts and commissions) 3.125% $ 0.37 Proceeds to the Company, before expenses 96.875% $ 7.03 Pricing Date: June 11March 10, 2019 2015 Closing Date (T+5T+3): June 18March 13, 2019 Interest Rate 6.50% No Call Period Closing Date through June 302015 Net proceeds after payment of underwriting discounts and commissions and estimated expenses of the offering payable by the Company will be approximately $23.0 million. EXHIBIT C FORM OF LOCK-UP AGREEMENT Xxxxxx Xxxxxxxxxx Xxxxx LLC As representative of the several underwriters named in Exhibit A of the Underwriting Agreement 0000 Xxxx Xxxxxx Xxxxxxxxxxxx, 2021 Stated Maturity June 30XX 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxxxxxx Xxxxx LLC, 2024 Exhibit 6(fas representative (the “Representative”) – Officers’ Certificatesof 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 common stock, par value $0.001per share (the “Common 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 and the Underwriters. Very truly yours, Great Elm Capital Saratoga Investment Corp. By: /s/ Xxxxx X. Xxxx Xxxxxxxxx Name: Xxxxx X. Xxxx Xxxxxxxxx Title: Chief Executive Officer Great Elm Capital ManagementFinancial Officer, Inc. Chief Compliance Officer, Treasurer and Secretary Saratoga Investment Advisors, LLC By: /s/ Xxxx Xxxxxxxxx X. Xxxxxxxx Name: Xxxx Xxxxxxxxx X. Xxxxxxxx Title: Chief Operating Officer, Chief Compliance Officer and General Counsel Managing Director The foregoing Agreement is hereby confirmed and accepted as of the date first-written above. Ladenburg Xxxxxxxx Xxxxxxx Xxxxx & Co. Associates, Inc. By: /s/ Xxxxxx Xxxxx Xxxxxx Name: Xxxxxx Xxxxx Xxxxxx Title: Head of Capital Markets Managing Director For itself and as Representative of the Underwriters named in Exhibit A hereto EXHIBIT A UNDERWRITERS Name of Underwriter Aggregate Principal Amount of Initial Securities Xxxxxxx Xxxxx & Associates, Inc. $ 107,812,500 X. Xxxxx Securities, Inc. 3,437,500 Xxxxx Group, LLC 3,437,500 Ladenburg Xxxxxxxx & Co. Inc. $ 22,500,000 Xxxxxx Xxxxxxxxxx Xxxxx 3,437,500 Maxim Group, LLC $ 11,000,000 Incapital 3,437,500 Compass Point Research & Trading, LLC $ 6,500,000 3,437,500 Total $ 40,000,000 125,000,000 EXHIBIT B PRICE-RELATED INFORMATION Filed Pursuant to Rule 433 Issuer Free Writing Prospectus dated July 15, 2021 Relating to Preliminary Prospectus Supplement dated July 15, 2021 and Prospectus dated July 7, 2021 Registration No. 333-256366 SARATOGA INVESTMENT CORP. $125,000,000 4.375% Notes due 2026 PRICING TERM SHEET July 15, 2021 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+ (Xxxx-Xxxxx) Aggregate Principal Amount Offered $125,000,000 in the aggregate principal amount of Initial 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 Xxxxxxx Xxxxx & Associates, Inc. Co-Managers X.Xxxxx Securities,Inc. Compass Point Research & Trading, LLC Xxxxx Group, LLC Ladenburg Xxxxxxxx & Co. Inc. Maxim Group LLC * Note: $40,000,000 Aggregate Principal Amount 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 Option Securities: $6,000,000 Public offering price 100.0% Sales load 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 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. Investors are advised to carefully consider the investment objectives, risks, charges and expenses of the Company before investing. The Preliminary Prospectus, which has been filed with the U.S. Securities and Exchange Commission (underwriting discounts “SEC”), contains this and commissions) 3.125% Proceeds other information about the Company and should be read carefully before investing. The information in the 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. 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 XXXXX on the SEC web site at xxx.xxx.xxx. Alternatively, the Company, before expenses 96.875% Pricing Dateany underwriter or any dealer participating in the offering will arrange to send you the Preliminary Prospectus and the accompanying prospectus if you request it from Xxxxxxx Xxxxx & Associates, Inc., 000 Xxxxxxxx Xxxxxxx, Xx. Xxxxxxxxxx, Xxxxxxx 00000, email: June 11xxxxxxxxxx@xxxxxxxxxxxx.xxx, 2019 Closing Date (T+5): June 18, 2019 Interest Rate 6.50% No Call Period Closing Date through June 30, 2021 Stated Maturity June 30, 2024 Exhibit 6(f) – Officers’ Certificatestel: 000-000-0000. SCHEDULE A

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 Adviser, the Administrator and the Underwriters. Very truly yours, Great Elm Capital Corp. Gladstone Investment Corporation By: /s/ Xxxxx X. Xxxx Xxxxxxxxx Name: Xxxxx X. Xxxx Xxxxxxxxx Title: Chairman and Chief Executive Officer Gladstone Management Corporation By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Chief Executive Officer Great Elm Capital ManagementGladstone Administration, Inc. LLC By: /s/ Xxxx Xxxxxxx X. Xxxxxxxx XxXxxxx Name: Xxxx Xxxxxxx X. Xxxxxxxx XxXxxxx Title: Chief Operating Officer, Chief Compliance Officer and General Counsel President The foregoing Agreement is hereby confirmed and accepted as of the date first-written above. Ladenburg Xxxxxxxx Xxxxxxxxxxx & Co. Inc. By: /s/ Xxxxxx Xxxx X. Xxxxxx Name: Xxxxxx XX Xxxxxx Title: Head of Capital Markets Managing Director For itself and as Representative of the Underwriters named in Exhibit A hereto EXHIBIT A UNDERWRITERS Name of Underwriter Aggregate Principal Amount of Initial Securities Xxxxxxxxxxx & Co. Inc. $ 46,215,000 Xxxxxxx Sachs & Co. LLC $ 24,570,000 X. Xxxxx Securities, Inc. $ 21,645,000 Ladenburg Xxxxxxxx & Co. Inc. $ 22,500,000 Xxxxxx Xxxxxxxxxx Xxxxx LLC 21,645,000 Wedbush Securities Inc. $ 11,000,000 Incapital LLC $ 6,500,000 2,925,000 Total $ 40,000,000 117,000,000 EXHIBIT B PRICE-RELATED INFORMATION [See attached] Filed Pursuant to Rule 433 Issuer Free Writing Prospectus dated August 11, 2021 Relating to Preliminary Prospectus Supplement dated August 11, 2021 and Prospectus dated July 24, 2019 Registration No. 333-232124 Pricing Terms GLADSTONE INVESTMENT CORPORATION $117,000,000 4.875% Notes Due 2028 Pricing Term Sheet August 11, 2021 The following sets forth the final terms of the 4.875% Notes due 2028 (the “Notes”) and should only be read together with the preliminary prospectus supplement, dated August 11, 2021, together with the accompanying prospectus dated, July 24, 2019, relating to these securities (together, 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: Gladstone Investment Corporation (the “Company”) Title of the Securities: 4.875% Notes due 2028 Rating:* BBB (Xxxx-Xxxxx) Initial Aggregate Principal Amount of Initial SecuritiesBeing Offered: $40,000,000 Aggregate Principal Amount 117,000,000 Over-Allotment Option: Up to $17,550,000 aggregate principal amount of Option SecuritiesNotes within 30 days of the date hereof solely to cover over-allotments, if any. Issue Price: $6,000,000 Public offering price 100.025.00 Principal Payable at Maturity: 100% Sales load (underwriting discounts 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 commissions) 3.125% Proceeds to security registrar for the Company, before expenses 96.875% Pricing Date: June 11, 2019 Closing Date (T+5): June 18, 2019 Interest Rate 6.50% No Call Period Closing Date through June 30, 2021 Stated Maturity June 30, 2024 Exhibit 6(f) – Officers’ CertificatesNotes or at such other office as the Company may 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 and the Underwriters. Very truly yours, Great Elm Capital Corp. ROYAL CARIBBEAN CRUISES LTD. By: /s/ Xxxxx X. Xxxx Liberty Name: Xxxxx X. Xxxx Liberty Title: Chief Executive Financial Officer Great Elm Capital ManagementAccepted as of the date first written above XXXXXX XXXXXXX & CO. LLC By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Managing Director BOFA SECURITIES, Inc. INC. By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Managing Director CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Vice President 36 XXXXXXX SACHS & CO. LLC By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Vice President X.X. XXXXXX SECURITIES LLC By: /s/ Xxxxxxxxx Xxxxxx Name: Xxxxxxxxx Xxxxxx Title: Executive Director BBVA SECURITIES INC. By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: MD BNP PARIBAS SECURITIES CORP. By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Managing Director BTIG, LLC By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Managing Director COMMERZ MARKETS LLC By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Managing Director DNB MARKETS, INC. By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Managing Director By: /s/ Xxx Xxxx Name: Xxx Xxxx Title: Managing Director FIFTH THIRD SECURITIES, INC. By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Xxxxx Title: Director, ECM HSBC SECURITIES (USA) INC. By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Director MIZUHO SECURITIES USA LLC By: /s/ Xxxxxxx F. X. Xxxxx Name: Xxxxxxx F. X. Xxxxx Title: Managing Director 38 MUFG SECURITIES AMERICAS INC. By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Director PNC CAPITAL MARKETS LLC By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Director X. XXXXXXX & CO., LLC By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Managing Director SANTANDER INVESTMENT SECURITIES INC. By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Executive Director By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Executive Director SCOTIA CAPITAL (USA) INC. By: /s/ Xxx Xxxx Name: Xxx Xxxx Title: Managing Director XXXXXXXXXXXXX XXXXXXXXX XXXXXX XX (PUBL) By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: SVP / COO SMBC NIKKO SECURITIES AMERICA, INC. By: /s/ Xxxxxxxx Xxxxxxxxxxx Name: Xxxxxxxx Xxxxxxxxxxx Title: Managing Director SG AMERICAS SECURITIES, LLC By: /s/ Xxxx Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: Chief Operating OfficerManaging Director TRUIST SECURITIES, Chief Compliance Officer and General Counsel The foregoing Agreement is hereby confirmed and accepted as of the date first-written aboveINC. Ladenburg Xxxxxxxx & Co. Inc. By: /s/ Xxxxxx Xxxxxx Xxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxx Xxxxx Xxxxxxxxx Title: Head of Capital Markets For itself Director 40 SCHEDULE I Managers and as Representative of the Underwriters named in Exhibit A hereto EXHIBIT A UNDERWRITERS Name of Underwriter Aggregate Principal Amount of Initial Securities Ladenburg Xxxxxxxx Managers’ Notice Information Xxxxxx Xxxxxxx & Co. Inc. $ 22,500,000 Xxxxxx Xxxxxxxxxx Xxxxx LLC $ 11,000,000 Incapital LLC $ 6,500,000 Total $ 40,000,000 EXHIBIT B PRICE-RELATED INFORMATION Aggregate Principal Amount of Initial Securities0000 Xxxxxxxx, Xxx Xxxx, XX 00000 Attn: $40,000,000 Aggregate Principal Amount of Option Securities: $6,000,000 Public offering price 100.0% Sales load (underwriting discounts and commissions) 3.125% Proceeds Equity Syndicate Desk, with a copy to the CompanyLegal Department BofA Securities, before expenses 96.875% Pricing DateInc. Xxx Xxxxxx Xxxx Xxx Xxxx, XX 00000 Attn: June 11Syndicate Department Facsimile: (000) 000-0000) with copy to ECM Legal, 2019 Closing Date (T+5): June 18facsimile: (000) 000-0000) Citigroup Global Markets Inc. 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, 2019 Interest Rate 6.50% No Call Period Closing Date through June 30xxx Xxxx 00000 Attn: General Counsel Facsimile: (000) 000-0000 Xxxxxxx Xxxxx & Co. LLC 000 Xxxx Xxxxxx Xxx Xxxx, 2021 Stated Maturity June 30XX 00000 Attention Registration Department (Phone: (000) 000-0000), 2024 Exhibit 6(f) – Officers’ CertificatesAttn: Registration Department

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 Adviser, the Administrator and the Underwriters. Very truly yours, Great Elm Capital Corp. By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Chief Executive Officer Great Elm Capital Management, Inc. By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: Chief Operating Officer, Chief Compliance Officer and General Counsel The foregoing Agreement is hereby confirmed and accepted as of the date first-written above. Ladenburg Xxxxxxxx & Co. Inc. Xxxxxx Xxxxxxxxxx Xxxxx LLC: By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Head of Capital Markets For itself and as Representative of the Underwriters named in Exhibit A hereto hereto. 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, Gladstone Investment Corporation By: Name: Xxxxx Xxxxxxxxx Title: Chairman and Chief Executive Officer Gladstone Management Corporation By: Name: Xxxxx Xxxxxxxxx Title: Chief Executive Officer Gladstone Administration LLC By: Name: Xxxxxxx X. XxXxxxx Title: President The foregoing Agreement is hereby confirmed and accepted as of the date first-written above. For itself and as Representative of the Underwriters named in Exhibit A hereto. EXECUTION VERSION EXHIBIT A UNDERWRITERS Name of Underwriter Aggregate Principal Amount Number of Initial Securities Xxxxxx Xxxxxxxxxx Xxxxx LLC 630,000 J.J.B. Xxxxxxxx, X.X. Xxxxx, LLC 252,000 Xxxxxxxxxx Securities, Inc. 252,000 Xxxxxxx Xxxxx & Company, L.L.C. 70,000 Ladenburg Xxxxxxxx & Co. Inc. $ 22,500,000 Xxxxxx Xxxxxxxxxx Xxxxx 126,000 Maxim Group LLC $ 11,000,000 Incapital LLC $ 6,500,000 70,000 Total $ 40,000,000 1,400,000 EXHIBIT B PRICE-RELATED INFORMATION Aggregate Principal Amount Number of Initial Securities: $40,000,000 Aggregate Principal Amount 1,400,000 Number of Option Securities: $6,000,000 210,000 Per Share Public offering price 100.0% $ 25.00 Sales load (underwriting discounts and commissions) 3.125% $ 0.875 Proceeds to the Company, before expenses 96.875$ 24.125 Dividend Yield: 6.50 % Pricing Date: June 11May 6, 2019 2015 Closing Date (T+5T+4): June 18May 12, 2019 Interest Rate 6.50% No Call Period Closing 2015 Liquidation Preference: $ 25.00 per share plus accumulated and unpaid dividends Mandatory Redemption Date through June 30May 31, 2021 Stated Maturity June 302022 Net proceeds after payment of underwriting discounts and commissions and estimated expenses of the offering payable by the Company will be approximately $33.5 million. EXHIBIT C FORM OF LOCK-UP AGREEMENT Xxxxxx Xxxxxxxxxx Xxxxx LLC As representative of the several underwriters named in Exhibit A of the Underwriting Agreement 0000 Xxxx Xxxxxx Xxxxxxxxxxxx, 2024 Exhibit 6(fXX 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxxxxxx Xxxxx LLC, as representative (the “Representative”) – Officers’ Certificatesof 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 $0.001per 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 Adviser, the Administrator and the Underwriters. Very truly yours, Great Elm Gladstone Capital Corp. Corporation By: /s/ Xxxxx X. Xxxx Xxxxxxxxx Name: Xxxxx X. Xxxx Xxxxxxxxx Title: Chairman and Chief Executive Officer Gladstone Management Corporation By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Chief Executive Officer Great Elm Capital ManagementGladstone Administration, Inc. LLC By: /s/ Xxxx Xxxxxxx X. Xxxxxxxx XxXxxxx Name: Xxxx Xxxxxxx X. Xxxxxxxx XxXxxxx Title: Chief Operating Officer, Chief Compliance Officer and General Counsel President The foregoing Agreement is hereby confirmed and accepted as of the date first-written above. Ladenburg Xxxxxxxx Xxxxx Xxxxxxx & Co. Inc. By: /s/ Xxxxxx Xxxxxx Xxxxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxx Xxxxxxxx Xxxxxxxx Title: Head of Capital Markets Managing Director For itself and as Representative of the Underwriters named in Exhibit A hereto EXHIBIT A UNDERWRITERS Name of Underwriter Aggregate Principal Amount of Initial Securities Xxxxx Xxxxxxx & Co. $ 13,021,750 Xxxxxxxxxxx & Co. Inc. $ 10,326,100 X. Xxxxx Securities, Inc. $ 14,130,425 Xxxxxx Xxxxxxxxxx Xxxxx LLC $ 3,434,775 Ladenburg Xxxxxxxx & Co. Inc. $ 22,500,000 Xxxxxx Xxxxxxxxxx Xxxxx LLC $ 11,000,000 Incapital LLC $ 6,500,000 9,086,950 Total $ 40,000,000 50,000,000 EXHIBIT B PRICE-RELATED INFORMATION [See attached] Filed Pursuant to Rule 433 Issuer Free Writing Prospectus dated August 10, 2023 Relating to Preliminary Prospectus Supplement dated August 10, 2023 and Prospectus dated December 22, 2021 Registration No. 333-261398 Pricing Terms GLADSTONE CAPITAL CORPORATION $50,000,000 7.75% Notes Due 2028 Pricing Term Sheet August 10, 2023 The following sets forth the final terms of the 7.75% Notes due 2028 (the “Notes”) and should only be read together with the preliminary prospectus supplement, dated August 10, 2023, together with the accompanying prospectus dated, December 22, 2021, relating to these securities (together, 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: Gladstone Capital Corporation, a Maryland corporation (the “Company”) Title of the Securities: 7.75% Notes due 2028 Rating:* [Intentionally Omitted] Initial Aggregate Principal Amount of Initial SecuritiesBeing Offered: $40,000,000 Aggregate Principal Amount 50,000,000 Over-Allotment Option: Up to $7,500,000 aggregate principal amount of Option SecuritiesNotes within 30 days of the date hereof solely to cover over-allotments, if any. Issue Price: $6,000,000 Public offering price 100.025.00 Principal Payable at Maturity: 100% Sales load (underwriting discounts 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 commissions) 3.125% Proceeds to security registrar for the Company, before expenses 96.875% Pricing Date: June 11, 2019 Closing Date (T+5): June 18, 2019 Interest Rate 6.50% No Call Period Closing Date through June 30, 2021 Stated Maturity June 30, 2024 Exhibit 6(f) – Officers’ CertificatesNotes or at such other office as the Company may 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. Table of Contents [Signature Pages Follow] Table of Contents If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate Company a counterpart hereof, whereupon this letter and your acceptance shall represent instrument, along with all counterparts, will become a binding agreement among between the Company, the Adviser Underwriters and the UnderwritersCompany in accordance with its terms. Very truly yours, Great Elm Capital Corp. By: PETROLEUM DEVELOPMENT CORPORATION By /s/ Xxxxx X. Xxxx Xxxxx Name: Xxxxx X. Xxxx Xxxxx Title: Chief Executive Officer Great Elm Capital ManagementSenior Vice President – Corporate Development Table of Contents CONFIRMED AND ACCEPTED, Inc. By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: Chief Operating Officer, Chief Compliance Officer and General Counsel The foregoing Agreement is hereby confirmed and accepted as of the date firstfirst above written: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED X.X. XXXXXX SECURITIES LLC XXXXX FARGO SECURITIES, LLC XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By /s/ Xxxxx Xxx Xxxxx Name: Xxxxx Xxx Xxxxx Title: Managing Director X.X. XXXXXX SECURITIES LLC By /s/ Xxx Xxxxxxx-written above. Ladenburg Xxxxxxxx & Co. Inc. ByXxxxx Name: Xxx Xxxxxxx-Xxxxx Title: Managing Director XXXXX FARGO SECURITIES, LLC By /s/ Xxxxxx Xxxxx Xxxxxx Name: Xxxxxx Xxxxx Xxxxxx Title: Head of Capital Markets Director For itself themselves and as Representative Representatives of the Underwriters named in Exhibit A hereto hereto. Table of Contents EXHIBIT A UNDERWRITERS Name D FORM OF LOCK-UP AGREEMENT PETROLEUM DEVELOPMENT CORPORATION Public Offering of Underwriter Aggregate Principal Amount Common Stock Dated as of Initial Securities Ladenburg Xxxxxxxx , 2012 Xxxxxxx Lynch, Pierce, Xxxxxx & Co. Inc. $ 22,500,000 Xxxxxx Xxxxxxxxxx Xxxxx LLC $ 11,000,000 Incapital LLC $ 6,500,000 Total $ 40,000,000 EXHIBIT B PRICE-RELATED INFORMATION Aggregate Principal Amount of Initial Securities: $40,000,000 Aggregate Principal Amount of Option Securities: $6,000,000 Public offering price 100.0% Sales load (underwriting discounts and commissions) 3.125% Proceeds to the Company, before expenses 96.875% Pricing Date: June 11, 2019 Closing Date (T+5): June 18, 2019 Interest Rate 6.50% No Call Period Closing Date through June 30, 2021 Stated Maturity June 30, 2024 Exhibit 6(f) – Officers’ CertificatesIncorporated

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 Adviser, the Administrator and the Underwriters. Very truly yours, Great Elm Capital Corp. Gladstone Investment Corporation By: /s/ Xxxxx X. Xxxx Xxxxxxxxx Name: Xxxxx X. Xxxx Xxxxxxxxx Title: Chairman and Chief Executive Officer Gladstone Management Corporation By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Chief Executive Officer Great Elm Capital Management, Inc. Gladstone Administration LLC By: /s/ Xxxx Xxxxxxx X. Xxxxxxxx XxXxxxx Name: Xxxx Xxxxxxx X. Xxxxxxxx XxXxxxx Title: Chief Operating Officer, Chief Compliance Officer and General Counsel President The foregoing Agreement is hereby confirmed and accepted as of the date first-written above. Ladenburg Xxxxxxxx & Co. Inc. Xxxxxx Xxxxxxxxxx Xxxxx LLC: By: /s/ Xxxxxx Xxxx Xxxxxx Name: Xxxxxx Xxxx Xxxxxx Title: Head of Capital Markets Vice President For itself and as Representative of the Underwriters named in Exhibit A hereto [Signature Page to GAIN-Janney Underwriting Agreement] EXHIBIT A UNDERWRITERS Name of Underwriter Aggregate Principal Amount Number of Initial Securities Xxxxxx Xxxxxxxxxx Xxxxx LLC 648,000 Sterne, Agee & Xxxxx, Inc. 244,800 BB&T Capital Markets, a division of BB&T Securities, LLC 72,000 J.J.B. Xxxxxxxx, X.X. Xxxxx, LLC 201,600 Xxxxxxxxxx Securities, Inc. 201,600 Ladenburg Xxxxxxxx & Co. Inc. $ 22,500,000 Xxxxxx Xxxxxxxxxx Xxxxx LLC $ 11,000,000 Incapital LLC $ 6,500,000 72,000 Total $ 40,000,000 1,440,000 EXHIBIT B PRICE-RELATED INFORMATION Aggregate Principal Amount Number of Initial Securities: $40,000,000 Aggregate Principal Amount 1,440,000 Number of Option Securities: $6,000,000 216,000 Per Share Public offering price 100.0% $ 25.000 Sales load (underwriting discounts and commissions) 3.125% $ 0.875 Proceeds to the Company, before expenses 96.875$ 24.125 Dividend Yield: 6.75 % Pricing Date: June 11November 5, 2019 2014 Closing Date (T+5): June 18November 13, 2019 Interest Rate 6.50% No Call Period Closing 2014 Liquidation Preference: $ 25.00 per share plus accumulated and unpaid dividends Mandatory Redemption Date through June 30December 31, 2021 Stated Maturity June 30Net proceeds after payment of underwriting discounts and commissions and estimated expenses of the offering payable by the Company will be approximately $34.5 million. EXHIBIT C FORM OF LOCK-UP AGREEMENT Xxxxxx Xxxxxxxxxx Xxxxx LLC As representative of the several underwriters named in Exhibit A of the Underwriting Agreement 0000 Xxxx Xxxxxx Xxxxxxxxxxxx, 2024 Exhibit 6(fXX 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxxxxxx Xxxxx LLC, as representative (the “Representative”) – Officers’ Certificatesof 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 Adviser, the Administrator and the Underwriters. Very truly yours, Great Elm Capital Corp. Gladstone Investment Corporation By: /s/ Xxxxx X. Xxxx Xxxxxxxxx Name: Xxxxx X. Xxxx Xxxxxxxxx Title: Chairman and Chief Executive Officer Gladstone Management Corporation By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Chief Executive Officer Great Elm Capital ManagementGladstone Administration, Inc. LLC By: /s/ Xxxx Xxxxxxx X. Xxxxxxxx XxXxxxx Name: Xxxx Xxxxxxx X. Xxxxxxxx XxXxxxx Title: Chief Operating Officer, Chief Compliance Officer and General Counsel President The foregoing Agreement is hereby confirmed and accepted as of the date first-written above. Ladenburg Xxxxxxxx & Co. Inc. BMO Capital Markets Corp. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Director, Equity-Linked Capital Markets Xxxxxx Xxxxxxxxxx Xxxxx LLC By: /s/ Xxxx Xxxxxx Name: Xxxxxx Xxxx Xxxxxx Title: Head of Capital Markets Director For itself themselves and as Representative Representatives of the Underwriters named in Exhibit A hereto EXHIBIT A UNDERWRITERS Name of Underwriter Aggregate Principal Amount Number of Initial Securities BMO Capital Markets Corp. 520,000 Xxxxxx Xxxxxxxxxx Xxxxx LLC 741,000 Ladenburg Xxxxxxxx & Co. Inc. $ 22,500,000 Xxxxxx Xxxxxxxxxx 520,000 X. Xxxxx FBR, Inc. 286,000 J.J.B. Xxxxxxxx X.X. Xxxxx, LLC $ 11,000,000 Incapital LLC $ 6,500,000 130,000 Wedbush Securities Inc. 130,000 Xxxxxxx Xxxxx & Company, L.L.C. 156,000 National Securities Corporation 65,000 Boenning and Scattergood, Inc. 52,000 Total $ 40,000,000 2,600,000 EXHIBIT B PRICE-RELATED INFORMATION Aggregate Principal Amount Number of Initial Securities: $40,000,000 Aggregate Principal Amount 2,600,000 Number of Option Securities: $6,000,000 390,000 Per Share Public offering price 100.0% $ 25.00 Sales load (underwriting discounts and commissions) 3.125% $ 0.78125 Proceeds to the Company, before expenses 96.875$ 24.21875 Dividend Yield: 6.375 % Pricing Date: June 11August 14, 2019 2018 Closing Date (T+5): June 18August 22, 2019 Interest Rate 6.50% No Call Period Closing Date through June 302018 Liquidation Preference: $ 25.00 per share plus accumulated and unpaid dividends Mandatory Redemption Date: August 31, 2021 Stated Maturity June 302025 Net proceeds after payment of underwriting discounts and commissions and estimated expenses of the offering payable by the Company will be approximately $62.7 million. EXHIBIT C FORM OF LOCK-UP AGREEMENT BMO Capital Markets Corp. Xxxxxx Xxxxxxxxxx Xxxxx LLC As representatives of the several underwriters named in Exhibit A of the Underwriting Agreement c/o BMO Capital Markets Corp. 0 Xxxxx Xxxxxx Xxx Xxxx, 2024 Exhibit 6(fXX 00000 c/o Janney Xxxxxxxxxx Xxxxx LLC 0000 Xxxx Xxxxxx Xxxxxxxxxxxx, XX 00000 Ladies and Gentlemen: The undersigned understands that BMO Capital Markets Corp. and Xxxxxx Xxxxxxxxxx Xxxxx LLC, as representatives (the “Representatives”) – Officers’ Certificatesof 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 Representatives, of preferred stock, par value $0.001 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 Company and the Underwriters. Very truly yours, Great Elm Capital Corp. PhenixFIN Corporation By: /s/ Xxxxx X. Xxxx Xxxxxx Name: Xxxxx X. Xxxx Xxxxxx Title: Chairman and Chief Executive Officer Great Elm Capital Management, Inc. By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: Chief Operating Officer, Chief Compliance Officer and General Counsel The foregoing Agreement is hereby confirmed and accepted as of the date first-written above. Ladenburg Xxxxxxxx XXXXXXXXXXX & Co. Inc. CO. INC. By: /s/ Xxxxxx XX Xxxxxx Name: Xxxxxx XX Xxxxxx Title: Head of Capital Markets Managing Director For itself and as Representative of the Underwriters named in Exhibit A hereto EXHIBIT A UNDERWRITERS Name of Underwriter Aggregate Principal Amount of Initial Securities Xxxxxxxxxxx & Co. Inc. $ 18,500,000 X. Xxxxx Securities, Inc. 12,500,000 BTIG, LLC 8,000,000 Xxxxxx Xxxxxxxxxx Xxxxx LLC 5,500,000 Ladenburg Xxxxxxxx & Co. Inc. $ 22,500,000 Xxxxxx Xxxxxxxxxx Xxxxx LLC $ 11,000,000 Incapital LLC $ 6,500,000 5,500,000 Total $ 40,000,000 50,000,000 Exh. A-1 EXHIBIT B PRICE-RELATED INFORMATION [See Attached] Pricing Terms PHENIXFIN CORPORATION $50,000,000 5.25% Notes Due 2028 Pricing Term Sheet November 9, 2021 The following sets forth the final terms of the 5.25% Notes due 2028 (the “Notes”) and should only be read together with the preliminary prospectus supplement, dated November 8, 2021, together with the accompanying prospectus dated October 19, 2021, relating to these securities (together, 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: PhenixFIN Corporation (the “Company”) Title of the Securities: 5.25% Notes due 2028 Rating:* BBB (Xxxx-Xxxxx) Initial Aggregate Principal Amount of Initial SecuritiesBeing Offered: $40,000,000 Aggregate Principal Amount 50,000,000 Over-Allotment Option: Up to $7,500,000 aggregate principal amount of Option SecuritiesNotes within 30 days of the date hereof solely to cover over-allotments, if any. Issue Price: $6,000,000 Public offering price 100.025.00 (par) Principal Payable at Maturity: 100% Sales load (underwriting discounts 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 commissions) 3.125% Proceeds to security registrar for the Company, before expenses 96.875% Pricing Date: June 11, 2019 Closing Date (T+5): June 18, 2019 Interest Rate 6.50% No Call Period Closing Date through June 30, 2021 Stated Maturity June 30, 2024 Exhibit 6(f) – Officers’ CertificatesNotes or at such other office as the Company may 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 and the Underwriters. Very truly yours, Great Elm Capital Saratoga Investment Corp. By: /s/ Xxxxx X. Xxxx Xxxxxxxxx Name: Xxxxx X. Xxxx Xxxxxxxxx Title: Chief Executive Officer Great Elm Capital ManagementCFO Saratoga Investment Advisors, Inc. LLC By: /s/ Xxxx X. Xxxxxxxx Xxxxx Xxxxxxxxx Name: Xxxx X. Xxxxxxxx Xxxxx Xxxxxxxxx Title: Chief Operating Officer, Chief Compliance Officer and General Counsel CFO The foregoing Agreement is hereby confirmed and accepted as of the date first-written above. Ladenburg Xxxxxxxx Xxxxxxx Xxxxx & Co. Associates, Inc. By: /s/ Xxxxxx Xxxxx Xxxxxx Name: Xxxxxx Xxxxx Xxxxxx Title: Head of Capital Markets Managing Director For itself and as Representative of the Underwriters named in Exhibit A hereto EXHIBIT A UNDERWRITERS Name of Underwriter Aggregate Principal Amount of Initial Securities Xxxxxxx Xxxxx & Associates, Inc. $ 64,687,500 Compass Point Research & Trading, LLC $ 2,062,500 Xxxxx Group, LLC $ 2,062,500 Ladenburg Xxxxxxxx & Co. Inc. $ 22,500,000 Xxxxxx Xxxxxxxxxx Xxxxx 2,062,500 Maxim Group LLC $ 11,000,000 Incapital LLC 2,062,500 Xxxxxxxxxxx & Co. Inc. $ 6,500,000 2,062,500 Total $ 40,000,000 75,000,000 EXHIBIT B PRICE-RELATED INFORMATION Filed Pursuant to Rule 433 Issuer Free Writing Prospectus dated January 13, 2022 Relating to Preliminary Prospectus Supplement dated January 13, 2022 and Prospectus dated July 7, 2021 Registration No. 333-256366 SARATOGA INVESTMENT CORP. $75,000,000 4.35% Notes due 2027 PRICING TERM SHEET January 13, 2022 The following sets forth the final terms of the 4.35% Notes due 2027 (the “Notes”) and should only be read together with the preliminary prospectus supplement dated January 13, 2022, 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. Issuer Saratoga Investment Corp. (the “Company”) Security 4.35% Notes due 2027 Expected Rating* BBB+ (Xxxx-Xxxxx) Aggregate Principal Amount Offered $75,000,000 Maturity February 28, 2027 Trade Date January 13, 2022 Settlement Date** January 19, 2022 (T+3) Use of Initial SecuritiesProceeds Make investments in middle-market companies (including investments made through SBIC subsidiaries) in accordance with the Company’s investment objective and strategies and for general corporate purposes. Price to Public (Issue Price) 99.317% of the aggregate principal amount Coupon (Interest Rate) 4.35% Yield to Maturity 4.50% Spread to Benchmark Treasury 301 basis points Benchmark Treasury 1.25% due December 31, 2026 Benchmark Treasury Price and Yield 98-28/1.49% Interest Payment Dates February 28 and August 28, beginning August 28, 2022 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, 2026 (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 $40,000,000 Aggregate Principal Amount 2,000. Denomination $2,000 and integral multiples of Option Securities$1,000 in excess thereof CUSIP 803 49AAF6 ISIN US80349AAF66 Underwriting Discount 2.000% Book-Running Manager Xxxxxxx Xxxxx & Associates, Inc. Co-Managers Compass Point Research & Trading, LLC Xxxxx Group, LLC Ladenburg Xxxxxxxx & Co. Inc. Maxim Group LLC Xxxxxxxxxxx & Co. Inc. * Note: $6,000,000 Public offering price 100.0% Sales load 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 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 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. Investors are advised to carefully consider the investment objectives, risks, charges and expenses of the Company before investing. The Preliminary Prospectus, which has been filed with the U.S. Securities and Exchange Commission (underwriting discounts “SEC”), contains this and commissions) 3.125% Proceeds other information about the Company and should be read carefully before investing. The information in the 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. 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 XXXXX on the SEC web site at xxx.xxx.xxx. Alternatively, the Company, before expenses 96.875% Pricing Dateany underwriter or any dealer participating in the offering will arrange to send you the Preliminary Prospectus and the accompanying prospectus if you request it from Xxxxxxx Xxxxx & Associates, Inc., 000 Xxxxxxxx Xxxxxxx, Xx. Xxxxxxxxxx, Xxxxxxx 00000, email: June 11xxxxxxxxxx@xxxxxxxxxxxx.xxx, 2019 Closing Date (T+5): June 18, 2019 Interest Rate 6.50% No Call Period Closing Date through June 30, 2021 Stated Maturity June 30, 2024 Exhibit 6(f) – Officers’ Certificatestel: 000-000-0000. SCHEDULE A

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 Adviser, the Administrator and the Underwriters. Very truly yours, Great Elm Gladstone Capital Corp. Corporation By: /s/ Xxxxx X. Xxxx Xxxxxxxxx Name: Xxxxx X. Xxxx Xxxxxxxxx Title: Chairman and Chief Executive Officer Gladstone Management Corporation By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Chief Executive Officer Great Elm Capital ManagementGladstone Administration, Inc. LLC By: /s/ Xxxx Xxxxxxx X. Xxxxxxxx XxXxxxx Name: Xxxx Xxxxxxx X. Xxxxxxxx XxXxxxx Title: Chief Operating Officer, Chief Compliance Officer and General Counsel President The foregoing Agreement is hereby confirmed and accepted as of the date first-written above. Ladenburg Xxxxxxxx & Co. Inc. Xxxxxx Xxxxxxxxxx Xxxxx LLC By: /s/ Xxxxxx Xxxx X. Xxxxxx Name: Xxxxxx Xxxx X. Xxxxxx Title: Head of Capital Markets Managing Director For itself and as Representative of the Underwriters named in Exhibit A hereto EXHIBIT A UNDERWRITERS Name of Underwriter Aggregate Principal Amount of Initial Securities Xxxxxx Xxxxxxxxxx Xxxxx LLC $ 13,500,000 Ladenburg Xxxxxxxx & Co. Inc. $ 22,500,000 Xxxxxx Xxxxxxxxxx 9,618,750 X. Xxxxx LLC FBR, Inc. $ 11,000,000 Incapital LLC 5,906,250 Xxxxxxx Xxxxx & Company, L.L.C. $ 6,500,000 2,868,750 Wedbush Securities Inc. $ 1,856,250 Total $ 40,000,000 33,750,000 Exhibit A EXHIBIT B PRICE-RELATED INFORMATION [See attached] Pricing Terms GLADSTONE CAPITAL CORPORATION $33,750,000 5.375% Notes Due 2024 Pricing Term Sheet October 7, 2019 The following sets forth the final terms of the 5.375% Notes due 2024 (the “Notes”) and should only be read together with the preliminary prospectus supplement dated October 7, 2019, together with the accompanying prospectus dated February 5, 2019, 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: Gladstone Capital Corporation (the “Company”) Title of the Securities: 5.375% Notes due 2024 Initial Aggregate Principal Amount of Initial SecuritiesBeing Offered: $40,000,000 Aggregate Principal Amount of Option Securities33,750,000 Over-Allotment Option: $6,000,000 Public offering price 100.05,062,500 aggregate principal amount of Notes within 30 days of the date hereof solely to cover over-allotments, if any. Issue Price: $25.00 Principal Payable at Maturity: 100% Sales load (underwriting discounts 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 commissions) 3.125% Proceeds to security registrar for the Company, before expenses 96.875% Pricing Date: June 11, 2019 Closing Date (T+5): June 18, 2019 Interest Rate 6.50% No Call Period Closing Date through June 30, 2021 Stated Maturity June 30, 2024 Exhibit 6(f) – Officers’ CertificatesNotes or at such other office as the Company may 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 Adviser, the Administrator and the Underwriters. Very truly yours, Great Elm Capital Corp. Gladstone Investment Corporation By: /s/ Xxxxx X. Xxxx Xxxxxxxxx Name: Xxxxx X. Xxxx Xxxxxxxxx Title: Chairman and Chief Executive Officer Gladstone Management Corporation By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Chief Executive Officer Great Elm Capital ManagementGladstone Administration, Inc. LLC By: /s/ Xxxx Xxxxxxx X. Xxxxxxxx XxXxxxx Name: Xxxx Xxxxxxx X. Xxxxxxxx XxXxxxx Title: Chief Operating Officer, Chief Compliance Officer and General Counsel President The foregoing Agreement is hereby confirmed and accepted as of the date first-written above. Ladenburg Xxxxxxxx & Co. Inc. Xxxxxx Xxxxxxxxxx Xxxxx LLC By: /s/ Xxxxxx Xxxx Xxxxxx Name: Xxxxxx Xxxx Xxxxxx Title: Head of Capital Markets Director For itself and as Representative of the Underwriters named in Exhibit A hereto EXHIBIT A UNDERWRITERS Name of Underwriter Aggregate Principal Amount Number of Initial Securities Xxxxxx Xxxxxxxxxx Xxxxx LLC 525,000 Ladenburg Xxxxxxxx & Co. Inc. $ 22,500,000 Xxxxxx 420,000 Xxxxxxxxxx Securities, Inc. 315,000 Xxxxxxx Xxxxx & Company, L.L.C. 210,000 BB&T Capital Markets, a division of BB&T Securities, LLC $ 11,000,000 Incapital 210,000 Nomura Securities International, Inc. 168,000 Maxim Group LLC $ 6,500,000 126,000 Wedbush Securities Inc. 63,000 National Securities Corporation 42,000 J.J.B. Xxxxxxxx, X.X. Xxxxx, LLC 21,000 Total $ 40,000,000 2,100,000 EXHIBIT B PRICE-RELATED INFORMATION Aggregate Principal Amount Number of Initial Securities: $40,000,000 Aggregate Principal Amount 2,100,000 Number of Option Securities: $6,000,000 315,000 Per Share Public offering price 100.0% $ 9.38 Sales load (underwriting discounts and commissions) 3.125% $ 0.3752 Proceeds to the Company, before expenses 96.875% $ 9.0048 Pricing Date: June 11May 9, 2019 2017 Closing Date (T+5T+3): June 18May 12, 2019 Interest Rate 6.50% No Call Period Closing Date through June 302017 Net proceeds after payment of underwriting discounts and commissions and estimated expenses of the offering payable by the Company will be approximately $18.6 million. EXHIBIT C FORM OF LOCK-UP AGREEMENT Xxxxxx Xxxxxxxxxx Xxxxx LLC As representative of the several underwriters named in Exhibit A of the Underwriting Agreement 0000 Xxxx Xxxxxx Xxxxxxxxxxxx, 2021 Stated Maturity June 30XX 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxxxxxx Xxxxx LLC, 2024 Exhibit 6(fas representative (the “Representative”) – Officers’ Certificatesof 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 common stock, par value $0.001 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 Sectionsection, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other Sectionsection, paragraph or provision hereof. If any Sectiona 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. [Signature Pages Follow.] If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate Company a counterpart hereof, whereupon this letter and your acceptance shall represent instrument, along with all counterparts, will become a binding agreement among the CompanyUnderwriter, the Adviser Company and the UnderwritersOperating Partnerships in accordance with its terms. Very truly yours, Great Elm Capital Corp. LEXINGTON REALTY TRUST By: /s/ Xxxxx Jxxxxx X. Xxxx Xxxxxxxxx Name: Xxxxx Jxxxxx X. Xxxx Xxxxxxxxx Title: Chief Executive Officer Great Elm Capital ManagementVice President LEPERCQ CORPORATE INCOME FUND L.P. By: Lex GP-1 Trust, Inc. its General Partner By: /s/ Xxxx Jxxxxx X. Xxxxxxxx Xxxxxxxxx Name: Xxxx Jxxxxx X. Xxxxxxxx Xxxxxxxxx Title: Chief Operating OfficerVice President LEQERCQ CORPORATE INCOME FUND II L.P. By: Lex GP-1 Trust, Chief Compliance Officer and its General Counsel The foregoing Agreement is hereby confirmed and accepted Partner By: /s/ Jxxxxx X. Xxxxxxxxx Name: Jxxxxx X. Xxxxxxxxx Title: Vice President NET 3 ACQUISITION L.P. By: Lex GP-1 Trust, its General Partner By: /s/ Jxxxxx X. Xxxxxxxxx Name: Jxxxxx X. Xxxxxxxxx Title: Vice President CONFIRMED AND ACCEPTED, as of the date first-written abovefirst above written: BARCLAYS CAPITAL INC. Ladenburg Xxxxxxxx & Co. Inc. By: By /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Head Vxxxxxxx Xxxx Authorized Signatory Schedule I Issuer General Use Free Writing Prospectuses None Schedule II Oral Pricing Information that will be conveyed to Purchasers of Capital Markets For itself and as Representative of the Underwriters named Common Shares in Exhibit A hereto EXHIBIT A UNDERWRITERS Name of Underwriter Aggregate Principal Amount of Initial Securities Ladenburg Xxxxxxxx & Co. Inc. $ 22,500,000 Xxxxxx Xxxxxxxxxx Xxxxx LLC $ 11,000,000 Incapital LLC $ 6,500,000 Total $ 40,000,000 EXHIBIT B PRICE-RELATED INFORMATION Aggregate Principal Amount of Initial Securities: $40,000,000 Aggregate Principal Amount of Option Securities: $6,000,000 Public offering price 100.0% Sales load (underwriting discounts and commissions) 3.125% Proceeds to the Company, before expenses 96.875% Pricing Date: June 11, 2019 Closing Date (T+5): June 18, 2019 Interest Rate 6.50% No Call Period Closing Date through June 30, 2021 Stated Maturity June 30, 2024 Exhibit 6(f) – Officers’ Certificatesthis Offering

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 Company a counterpart hereof, whereupon this letter and your acceptance shall represent instrument, along with all counterparts, will become a binding agreement among between the Company, the Adviser Agents and the UnderwritersCompany in accordance with its terms. Very truly yours, Great Elm NATIONAL HEALTH INVESTORS, INC. By: /s/ D. Xxxx Xxxxxxxxxx Name: D. Xxxx Xxxxxxxxxx Title: President and Chief Executive Officer CONFIRMED AND ACCEPTED, as of the date first above written: KeyBanc Capital Markets Inc. By: /s/ Xxxx Xxxxxxxxxxx Name: Xxxx Xxxxxxxxxxx Title: Managing Director Xxxxxx, Xxxxxxxx & Company, Incorporated By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director BMO Capital Markets Corp. By: /s/ Xxxxxxxx Xx Name: Xxxxxxxx Xx Title: Managing Director Xxxxx X. Fargo Securities, LLC By: /s/ Xxxxxxxxx Xxxxxxx Name: Xxxxxxxxx Xxxxxxx Title: Managing Director Capital One Securities, Inc. By: /s/Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Managing Director X.X. Xxxxxx Securities LLC By: /s/ Xxxxxxxxx Xxxxxx Name: Xxxxxxxxx Xxxxxx Title: Executive Director Xxxxxxx Sachs & Co. LLC By: /s/ Xxxx Xxxx Name: Xxxxx X. Xxxx Xxxx Title: Chief Executive Officer Great Elm Capital ManagementManaging Director BofA Securities, Inc. By: /s/ Xxxx X. Xxxxxxxx Xxxxxxx Name: Xxxx X. Xxxxxxxx Xxxxxxx Title: Chief Operating OfficerManaging Director EXHIBIT A FORM OF PLACEMENT NOTICE From: [ ] Cc: [ ] To: [ ] Subject: Equity Distribution-Placement Notice Gentlemen: Pursuant to the terms and subject to the conditions contained in the Equity Distribution Agreement between National Health Investors, Chief Compliance Officer Inc. (the “Company”) and General Counsel The foregoing Agreement is [ ] dated March 19, 2020 (the “Agreement”), I hereby confirmed and accepted as request on behalf of the date first-written aboveCompany that [ ] sell up to [ ] of the Company’s common stock, par value $0.01 per share, at a minimum market price of $ per share. Ladenburg Xxxxxxxx & Co. Inc. By[ADDITIONAL SALES PARAMETERS MAY BE ADDED, SUCH AS THE TIME PERIOD IN WHICH SALES ARE REQUESTED TO BE MADE, SPECIFIC DATES THE SECURITIES MAY NOT BE SOLD ON, THE MANNER IN WHICH SALES ARE TO BE MADE BY [ ], AND/OR THE CAPACITY IN WHICH [ ] MAY ACT IN SELLING SECURITIES (AS PRINCIPAL, AGENT, OR BOTH)] Exh. A-1 EXHIBIT B AUTHORIZED INVIDIAULS FOR PLACEMENT NOTICES AND ACCEPTANCES National Health Investors, Inc.: /s/ Xxxxxx Xxxxxx NameXxxx Xxxxxxxxxx: Xxxxxx Xxxxxx Titlexxxxxxxxxxx@xxxxxxx.xxx Xxxx Xxxxx: Head of xxxxxxx@xxxxxxx.xxx KeyBanc Capital Markets For itself and as Representative of the Underwriters named in Exhibit A hereto EXHIBIT A UNDERWRITERS Name of Underwriter Aggregate Principal Amount of Initial Securities Ladenburg Xxxxxxxx & Co. Inc. $ 22,500,000 Xxxxxx Xxxxxxxxxx Inc.: Xxxx Xxxxxxxxxxx: xxxxxxxxxxxx@xxx.xxx Xxxxx LLC $ 11,000,000 Incapital LLC $ 6,500,000 Total $ 40,000,000 EXHIBIT B PRICE-RELATED INFORMATION Aggregate Principal Amount of Initial SecuritiesXxxxxx: $40,000,000 Aggregate Principal Amount of Option Securitiesxxxxxxx@xxx.xxx Xxxx Xxxxxx: $6,000,000 Public offering price 100.0% Sales load (underwriting discounts and commissions) 3.125% Proceeds to the Company, before expenses 96.875% Pricing Datexxxxxxx@xxx.xxx Xxxx Xxxxx: June 11, 2019 Closing Date (T+5): June 18, 2019 Interest Rate 6.50% No Call Period Closing Date through June 30, 2021 Stated Maturity June 30, 2024 Exhibit 6(f) – Officers’ Certificatesxxxxxxx.x.xxxxx@xxx.xxx Xxxx Xxxxxxxxx: xxxx.xxxxxxxxx@xxx.xxx

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 Adviser, the Administrator and the Underwriters. Very truly yours, Great Elm Monroe Capital Corp. Corporation By: /s/ Xxxxx Xxxxxxxx X. Xxxx Xxxxxx Name: Xxxxx Xxxxxxxx X. Xxxx Xxxxxx Title: President and Chief Executive Officer Monroe Capital BDC Advisors, LLC By: Monroe Management Holdco, LLC, its sole member By: /s/ Xxxxxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxxx Title: Chief Executive Officer Great Elm Monroe Capital ManagementManagement Advisors, Inc. LLC By: Monroe Management Holdco, LLC, its managing member By: /s/ Xxxx Xxxxxxxx X. Xxxxxxxx Xxxxxx Name: Xxxx Xxxxxxxx X. Xxxxxxxx Xxxxxx Title: Chief Operating Officer, Chief Compliance Executive Officer and General Counsel The foregoing Agreement is hereby confirmed and accepted as of the date first-written above. Ladenburg Xxxxxxxx Xxxxxxx Xxxxx & Co. Associates, Inc. By: /s/ Xxxxxx Xxxxx Xxxxxx Name: Xxxxxx Xxxxx Xxxxxx Title: Head of Capital Markets Managing Director For itself and as Representative of the Underwriters named in Exhibit A hereto EXHIBIT A UNDERWRITERS Name of Underwriter Aggregate Principal Amount of Initial Securities Xxxxxxx Xxxxx & Associates, Inc. $ 106,925,000 ING Financial Markets LLC 5,200,000 X. Xxxxx Securities, Inc. 3,575,000 Huntington Securities, Inc. 3,575,000 Xxxxxx Xxxxxxxxxx Xxxxx LLC 3,575,000 Ladenburg Xxxxxxxx & Co. Inc. $ 22,500,000 Xxxxxx Xxxxxxxxxx Xxxxx LLC $ 11,000,000 Incapital LLC $ 6,500,000 3,575,000 Xxxxxxxxxxx & Co. Inc. 3,575,000 Total $ 40,000,000 130,000,000 Exhibit A EXHIBIT B PRICE-RELATED INFORMATION [See attached] Exhibit B Filed Pursuant to Rule 433 Issuer Free Writing Prospectus dated January 15, 2021 Relating to Preliminary Prospectus Supplement dated January 15, 2021 and Prospectus dated June 24, 2020 Registration No. 333-237740 MONROE CAPITAL CORPORATION $130,000,000 4.75% Notes due 2026 PRICING TERM SHEET January 15, 2021 The following sets forth the final terms of the 4.75% Notes due 2026 (the “Notes”) and 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+ (Xxxx-Xxxxx) Aggregate Principal Amount Offered $130,000,000 Maturity February 15, 2026 Trade Date January 15, 2021 Settlement Date** January 25, 2021 (T+5) Use of Initial Proceeds To redeem all of the Company’s outstanding 5.75% Notes due 2023 and 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 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 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 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 610335 AB7 ISIN US610335AB74 Underwriting Discount 2.000% Book-Running Manager Xxxxxxx Xxxxx & Associates, Inc. Co-Managers ING Financial Markets LLC X. Xxxxx Securities, Inc. Huntington Securities, Inc. Xxxxxx Xxxxxxxxxx Xxxxx LLC Xxxxxxxxx Xxxxxxxx & Co. Inc. Xxxxxxxxxxx & Co. Inc. * Note: $40,000,000 Aggregate Principal Amount 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 Option Securities: $6,000,000 Public offering price 100.0% Sales load 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 the fact that the Notes initially will settle T+5, 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. Investors are advised to carefully consider the investment objectives, risks, charges and expenses of the Company before investing. The Preliminary Prospectus, which has been filed with the U.S. Securities and Exchange Commission (underwriting discounts “SEC”), contains this and commissions) 3.125% Proceeds other information about the Company and should be read carefully before investing. The information in the 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. 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 XXXXX on the SEC web site at xxx.xxx.xxx. Alternatively, the Company, before expenses 96.875% Pricing Dateany underwriter or any dealer participating in the offering will arrange to send you the Preliminary Prospectus and the accompanying prospectus if you request it from Xxxxxxx Xxxxx & Associates, Inc., 000 Xxxxxxxx Xxxxxxx, Xx. Xxxxxxxxxx, Xxxxxxx 00000, email: June 11xxxxxxxxxx@xxxxxxxxxxxx.xxx, 2019 Closing Date (T+5): June 18, 2019 Interest Rate 6.50% No Call Period Closing Date through June 30, 2021 Stated Maturity June 30, 2024 Exhibit 6(f) – Officers’ Certificatestel: 000-000-0000. SCHEDULE A

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 Adviser, the Administrator and the Underwriters. Very truly yours, Great Elm Capital Corp. Gladstone Investment Corporation By: /s/ Xxxxx X. Xxxx Xxxxxxxxx Name: Xxxxx X. Xxxx Xxxxxxxxx Title: Chairman and Chief Executive Officer Gladstone Management Corporation By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Chief Executive Officer Great Elm Capital ManagementGladstone Administration, Inc. LLC By: /s/ Xxxx Xxxxxxx X. Xxxxxxxx XxXxxxx Name: Xxxx Xxxxxxx X. Xxxxxxxx XxXxxxx Title: Chief Operating Officer, Chief Compliance Officer and General Counsel President The foregoing Agreement is hereby confirmed and accepted as of the date first-written above. Ladenburg Xxxxxxxx & Co. Inc. Xxxxxx Xxxxxxxxxx Xxxxx LLC By: /s/ Xxxxxx Xxxx Xxxxxx Name: Xxxxxx Xxxx Xxxxxx Title: Head of Capital Markets Managing Director For itself and as Representative of the Underwriters named in Exhibit A hereto EXHIBIT A UNDERWRITERS Name of Underwriter Aggregate Principal Amount of Initial Securities Xxxxxx Xxxxxxxxxx Xxxxx LLC $ 27,256,250 BTIG, LLC $ 21,693,750 X. Xxxxx Securities, Inc. $ 21,137,500 Ladenburg Xxxxxxxx & Co. Inc. $ 22,500,000 Xxxxxx Xxxxxxxxxx Xxxxx LLC 21,137,500 Xxxxxxxxxxx & Co. Inc. $ 11,000,000 Incapital LLC 15,575,000 Wedbush Securities Inc. $ 6,500,000 4,450,000 Total $ 40,000,000 111,250,000 EXHIBIT B PRICE-RELATED INFORMATION [See attached] Pricing Terms GLADSTONE INVESTMENT CORPORATION $111,250,000 5.00% Notes Due 2026 Pricing Term Sheet February 23, 2021 The following sets forth the final terms of the 5.00% Notes due 2026 (the “Notes”) and should only be read together with the preliminary prospectus supplement, dated February 23, 2021, together with the accompanying prospectus dated, July 24, 2019, relating to these securities (together, 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: Gladstone Investment Corporation (the “Company”) Title of the Securities: 5.00% Notes due 2026 Rating:* BBB (Xxxx-Xxxxx) Initial Aggregate Principal Amount of Initial SecuritiesBeing Offered: $40,000,000 Aggregate Principal Amount 111,250,000 Over-Allotment Option: Up to $16,687,500 aggregate principal amount of Option SecuritiesNotes within 30 days of the date hereof solely to cover over-allotments, if any. Issue Price: $6,000,000 Public offering price 100.025.00 Principal Payable at Maturity: 100% Sales load (underwriting discounts 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 commissions) 3.125% Proceeds to security registrar for the Company, before expenses 96.875% Pricing Date: June 11, 2019 Closing Date (T+5): June 18, 2019 Interest Rate 6.50% No Call Period Closing Date through June 30, 2021 Stated Maturity June 30, 2024 Exhibit 6(f) – Officers’ CertificatesNotes or at such other office as the Company may 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 Sectiona 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. [Signature Pages Follow.] If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate Company a counterpart hereof, whereupon this letter and your acceptance shall represent instrument, along with all counterparts, will become a binding agreement among the CompanyUnderwriter, the Adviser Company and the UnderwritersOperating Partnerships in accordance with its terms. Very truly yours, Great Elm Capital Corp. LEXINGTON REALTY TRUST By: /s/ Xxxxx Xxxxxx X. Xxxx Xxxxxxxxx Name: Xxxxx Xxxxxx X. Xxxx Xxxxxxxxx Title: Chief Executive Officer Great Elm Capital ManagementVice President LEPERCQ CORPORATE INCOME FUND L.P. By: Lex GP-1 Trust, Inc. its General Partner By: /s/ Xxxx Xxxxxx X. Xxxxxxxx Xxxxxxxxx Name: Xxxx Xxxxxx X. Xxxxxxxx Xxxxxxxxx Title: Chief Operating OfficerVice President LEQERCQ CORPORATE INCOME FUND II L.P. By: Lex GP-1 Trust, Chief Compliance Officer and its General Counsel The foregoing Agreement is hereby confirmed and accepted Partner By: /s/ Xxxxxx X. Xxxxxxxxx Name: Xxxxxx X. Xxxxxxxxx Title: Vice President NET 3 ACQUISITION L.P. By: Lex GP-1 Trust, its General Partner By: /s/ Xxxxxx X. Xxxxxxxxx Name: Xxxxxx X. Xxxxxxxxx Title: Vice President CONFIRMED AND ACCEPTED, as of the date first-written above. Ladenburg Xxxxxxxx & Co. Inc. Byfirst above written: XXXXX FARGO SECURITIES, LLC By /s/ Xxxxx Xxxxxx Authorized Signatory Xxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Head of Capital Markets For itself and as Representative of the Underwriters named in Exhibit A hereto EXHIBIT A UNDERWRITERS Name of Underwriter Aggregate Principal Amount of Initial Securities Ladenburg Xxxxxxxx & Co. Inc. $ 22,500,000 Xxxxxx Xxxxxxxxxx Xxxxx LLC $ 11,000,000 Incapital LLC $ 6,500,000 Total $ 40,000,000 EXHIBIT B PRICE-RELATED INFORMATION Aggregate Principal Amount of Initial Securities: $40,000,000 Aggregate Principal Amount of Option Securities: $6,000,000 Public offering price 100.0% Sales load (underwriting discounts and commissions) 3.125% Proceeds to the Company, before expenses 96.875% Director Schedule I Issuer General Use Free Writing Prospectuses None Schedule II Oral Pricing Date: June 11, 2019 Closing Date (T+5): June 18, 2019 Interest Rate 6.50% No Call Period Closing Date through June 30, 2021 Stated Maturity June 30, 2024 Exhibit 6(f) – Officers’ CertificatesInformation

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. lf the foregoing is in accordance with your understanding of our agreement, please sign and retum to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company, the Adviser and the Underwriters. Very truly yours, Great Elm Capital Corp. By: /s/ Mxxxxxx X. Sell Name: Mxxxxxx X. Sell Title: CFO and Treasurer Great Elm Capital Management, Inc. By: /s/ Pxxxx Xxxx Name: Pxxxx Xxxx Title: CIO The foregoing Agreement is hereby confirmed and accepted as of the date first-written above. Ladenburg Txxxxxxx & Co. Inc. By: Name: Title: For itself and as Representative of the Underwriters named in Exhibit A hereto 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 and the Underwriters. Very truly yours, Great Elm Capital Corp. By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Chief Executive Officer Great Elm Capital Management, Inc. By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: Chief Operating Officer, Chief Compliance Officer and General Counsel The foregoing Agreement is hereby confirmed and accepted as of the date first-written above. Ladenburg Xxxxxxxx Txxxxxxx & Co. Inc. By: /s/ Xxxxxx Sxxxx Xxxxxx Name: Xxxxxx Sxxxx Xxxxxx Title: Head of Capital Markets For itself and as Representative of the Underwriters named in Exhibit A hereto EXHIBIT A UNDERWRITERS Aggregate Principal Name of Underwriter Aggregate Principal Amount of Initial Securities Ladenburg Xxxxxxxx Txxxxxxx & Co. Inc. $ 22,500,000 Xxxxxx Xxxxxxxxxx $26,325,000 Jxxxxx Mxxxxxxxxx Xxxxx LLC $ 11,000,000 7,625,000 Oxxxxxxxxxx & Co. Inc. 2,275,000 Incapital LLC $ 6,500,000 5,400,000 Wedbush Securities Inc. 1,375,000 Total $ 40,000,000 $43,000,000 EXHIBIT B PRICE-RELATED INFORMATION Aggregate Principal Amount of Initial Securities: $40,000,000 43,000,000 Aggregate Principal Amount of Option Securities: $6,000,000 6,450,000 Public offering price 100.0100.000% Sales load (underwriting discounts and commissions) 3.125% Proceeds to the Company, before expenses 96.875% Pricing Date: June January 11, 2019 2018 Closing Date (T+5): June 18January 19, 2019 2018 Interest Rate 6.506.75% No Call Period Closing Date through June 30January 31, 2021 Stated Maturity June 30January 31, 2024 2025 Exhibit 6(f) – Officers’ Certificates

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 the Underwriter’s understanding of our agreement, please kindly sign and return to us the enclosed duplicate Company one of the counterparts hereof, whereupon this letter and your acceptance shall represent it will become a binding agreement among the CompanySelling Stockholders, the Adviser Company and the UnderwritersUnderwriter in accordance with its terms. Very truly yours, Great Elm Capital Corp. By: ABRY BROADCAST PARTNERS II, L.P. By /s/ Xxxxx X. Xxxx Xxx Xxxxxxxx Name: Xxxxx X. Xxxx Xxx Xxxxxxxx Title: Authorized Signatory ABRY BROADCAST PARTNERS III, L.P. By /s/ Xxx Xxxxxxxx Name: Xxx Xxxxxxxx Title: Authorized Signatory NEXSTAR BROADCASTING GROUP, INC. By /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Executive Vice President & Chief Executive Financial Officer Great Elm Capital ManagementThe foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written. XXXXXXX LYNCH, Inc. By: PIERCE, XXXXXX & XXXXX INCORPORATED By /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: Chief Operating OfficerManaging Director SCHEDULE I PART A Selling Stockholder Number of Offered Securities to be Sold ABRY Broadcast Partners II, Chief Compliance Officer and General Counsel The foregoing Agreement is hereby confirmed and accepted as L.P. 1,514,822 ABRY Broadcast Partners III, L.P. 1,985,178 Total 3,500,000 PART B Underwriter Number of the date first-written above. Ladenburg Xxxxxxxx Offered Securities to be Sold Xxxxxxx Lynch, Pierce, Xxxxxx & Co. Inc. By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Head of Capital Markets For itself and as Representative of the Underwriters named in Exhibit A hereto EXHIBIT A UNDERWRITERS Name of Underwriter Aggregate Principal Amount of Initial Securities Ladenburg Xxxxxxxx & Co. Inc. $ 22,500,000 Xxxxxx Xxxxxxxxxx Xxxxx LLC $ 11,000,000 Incapital LLC $ 6,500,000 Incorporated 3,500,000 Total $ 40,000,000 EXHIBIT B PRICE-RELATED INFORMATION Aggregate Principal Amount of Initial Securities: $40,000,000 Aggregate Principal Amount of Option Securities: $6,000,000 Public offering price 100.0% Sales load (underwriting discounts and commissions) 3.125% Proceeds to the Company, before expenses 96.875% Pricing Date: June 11, 2019 Closing Date (T+5): June 18, 2019 Interest Rate 6.50% No Call Period Closing Date through June 30, 2021 Stated Maturity June 30, 2024 Exhibit 6(f) – Officers’ Certificates3,500,000

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. Exhibit 1.1 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 and the Underwriters. Very truly yours, Great Elm Capital Corp. By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Chief Executive Officer Great Elm Capital Management, Inc. By: /s/ Xxxxx X. Xxxx X. Xxxxxxxx Name: Xxxxx X. Xxxx X. Xxxxxxxx Title: Chief Operating Officer, Chief Compliance Investment Officer and General Counsel The foregoing Agreement is hereby confirmed and accepted as of the date first-written above. Ladenburg Xxxxxxxx & Co. Inc. Xxxxxx Xxxxxxxxxx Xxxxx LLC By: /s/ Xxxxxx Xxxx Xxxxxx Name: Xxxxxx Xxxx Xxxxxx Title: Head of Capital Markets Director For itself and as Representative of the Underwriters named in Exhibit A hereto EXHIBIT A UNDERWRITERS Name of Underwriter Aggregate Principal Amount of Initial Securities Xxxxxx Xxxxxxxxxx Xxxxx LLC $10,640,625 Ladenburg Xxxxxxxx & Co. Inc. $ 22,500,000 Xxxxxx Xxxxxxxxxx Inc.. 9,221,875 Xxxxxxxxxxx & Co. Inc 4,965,625 Xxxxxxx Xxxxx LLC $ 11,000,000 Incapital LLC $ 6,500,000 & Company, L.L.C. 3,546,875 Total $ 40,000,000 $28,375,000 EXHIBIT B PRICE-RELATED INFORMATION Aggregate Principal Amount of Initial Securities: $40,000,000 28,375,000 Aggregate Principal Amount of Option Securities: $6,000,000 4,256,250 Public offering price 100.0100.000% Sales load (underwriting discounts and commissions) 3.125% Proceeds to the Company, before expenses 96.875% Pricing Date: June 11September 13, 2019 2017 Closing Date (T+5T+3): June September 18, 2019 2017 Interest Rate 6.50% No Call Period Closing Date through June 30September 18, 2021 2019 Stated Maturity June 30September 18, 2024 2022 Exhibit 6(f) – Officers’ Certificates

Partial Unenforceability. The invalidity or unenforceability of any Section, subsection, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other Section, subsection, paragraph or provision hereof. If any Section, subsection, 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 agreementunderstanding, please sign and return to us the enclosed duplicate four counterparts hereof, whereupon and upon the acceptance hereof by you, on behalf of each of the Underwriters, this letter and your such acceptance hereof shall represent constitute a binding agreement among each of the CompanyUnderwriters, the Adviser Company and the Bank. It is understood that your acceptance of this letter on behalf of each of the Underwriters is pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company for examination upon request, but without warranty on your part as to the authority of the signers thereof. Very truly yours, Great Elm Capital Corp. FIRST FOUNDATION INC. By: /s/ Xxxxx X. Xxxx Xxxxxxxxx Name: Xxxxx X. Xxxx Xxxxxxxxx Title: Chief Executive Officer Great Elm Capital Management, Inc. CEO FIRST FOUNDATION BANK By: /s/ Xxxx Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: CEO Accepted as of the date hereof: SANDLER X’XXXXX & PARTNERS, L.P., as Representative of the several Underwriters By: Sandler X’Xxxxx & Partners Corp., the sole general partner By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxx Xxxxxx X. Xxxxxxxx Title: Chief Operating Officer, Chief Compliance Officer and General Counsel The foregoing Agreement is hereby confirmed and accepted as An officer of the date first-written above. Ladenburg corporation SCHEDULE I THE UNDERWRITERS Underwriter Firm Shares Optional Shares Sandler X’Xxxxx & Partners, L.P. 2,077,922 311,688 X.X. Xxxxxxxx & Co. 2,077,922 311,688 Xxxxxxx Xxxxx & Associates, Inc. By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Head of Capital Markets For itself and as Representative of the Underwriters named in Exhibit A hereto EXHIBIT A UNDERWRITERS Name of Underwriter Aggregate Principal Amount of Initial Securities Ladenburg Xxxxxxxx & Co. Inc. $ 22,500,000 Xxxxxx Xxxxxxxxxx Xxxxx LLC $ 11,000,000 Incapital LLC $ 6,500,000 Total $ 40,000,000 EXHIBIT B PRICE-RELATED INFORMATION Aggregate Principal Amount of Initial Securities: $40,000,000 Aggregate Principal Amount of Option Securities: $6,000,000 Public offering price 100.0% Sales load (underwriting discounts and commissions) 3.125% Proceeds to the Company2,077,922 311,688 SCHEDULE II ISSUER REPRESENTED GENERAL USE FREE WRITING PROSPECTUS None. OTHER DOCUMENTS WITH RESPECT TO THE REGISTRATION STATEMENT HERETOFORE FILED WITH THE COMMISSION Preliminary Prospectus Supplement, before expenses 96.875% Pricing Date: June 11filed on August 3, 2019 Closing Date (T+5): June 18, 2019 Interest Rate 6.50% No Call Period Closing Date through June 30, 2021 Stated Maturity June 30, 2024 Exhibit 6(f) – Officers’ Certificates2015. SCHEDULE III SHAREHOLDERS THAT HAVE EXECUTED LOCK UP AGREEMENTS

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. Exhibit 1.1 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 and the Underwriters. Very truly yours, Great Elm Capital Corp. By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Chief Executive Officer Great Elm Capital Management, Inc. By: /s/ Xxxxx X. Xxxx X. Xxxxxxxx Name: Xxxxx X. Xxxx X. Xxxxxxxx Title: Chief Operating Officer, Chief Compliance Investment Officer and General Counsel The foregoing Agreement is hereby confirmed and accepted as of the date first-written above. Ladenburg Xxxxxxxx & Co. Inc. Xxxxxx Xxxxxxxxxx Xxxxx LLC By: /s/ Xxxxxx Xxxx Xxxxxx Name: Xxxxxx Xxxx Xxxxxx Title: Head of Capital Markets Director For itself and as Representative of the Underwriters named in Exhibit A hereto 00000000.0.XXXXXXXX EXHIBIT A UNDERWRITERS Name of Underwriter Aggregate Principal Amount of Initial Securities Xxxxxx Xxxxxxxxxx Xxxxx LLC $10,640,625 Ladenburg Xxxxxxxx & Co. Inc. $ 22,500,000 Xxxxxx Xxxxxxxxxx Inc.. 9,221,875 Xxxxxxxxxxx & Co. Inc 4,965,625 Xxxxxxx Xxxxx LLC $ 11,000,000 Incapital LLC $ 6,500,000 Total $ 40,000,000 EXHIBIT B PRICE-RELATED INFORMATION Aggregate Principal Amount of Initial Securities: $40,000,000 Aggregate Principal Amount of Option Securities: $6,000,000 Public offering price 100.0% Sales load (underwriting discounts and commissions) 3.125% Proceeds to the & Company, before expenses 96.875% Pricing Date: June 11, 2019 Closing Date (T+5): June 18, 2019 Interest Rate 6.50% No Call Period Closing Date through June 30, 2021 Stated Maturity June 30, 2024 Exhibit 6(f) – Officers’ CertificatesL.L.C. 3,546,875 Total $28,375,000

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 Company and the UnderwritersAgents. Very truly yours, Great Elm Capital Corp. Xxxxxxx Energy Corporation By: /s/ Xxxxx Xxxxxxx X. Xxxx Name: Xxxxx Xxxxxxx X. Xxxx Title: Senior Vice President – Chief Executive Financial Officer Great Elm Capital Management, Inc. By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: Chief Operating Officer, Chief Compliance Officer and General Counsel The foregoing Placement Agency Agreement is hereby confirmed and accepted as of the date first-written abovefirst above written. Ladenburg Xxxxxxxx & Co. Inc. RBC Capital Markets, LLC On behalf of itself and the several Agents By: /s/ Xxxxxx Xxxxxx Xxxxx Xxxxx Name: Xxxxxx Xxxxxx Xxxxx Xxxxx Title: Head Managing Director Schedule I Agent Placement Fee Percentage RBC Capital Markets, LLC 80 % Xxxxxxx Rice & Company L.L.C. 10 % Capital One Southcoast, Inc. 5 % Macquarie Capital (USA) Inc. 5 % Schedule II A.R. Xxxxxxx, Jr. Xxxxxxx X. Xxxxxxx, III Xxxxxx X. XxXxxxxxx Xxxxxxx X. Xxxx Xxxxxxx X. Xxxx Xxxxxxx X. Xxxxxx Xxxx Xxxxxx Xxxx X. Xxxxxxx Exhibit A-1 Form of Signed Investor Purchase Agreement Xxxxxxx X-0 Form of Additional Investor Purchase Agreement Exhibit B Form of Lock-Up Agreement , 2013 RBC Capital Markets For itself Markets, LLC Three World Financial Center 000 Xxxxx Xxxxxx New York, New York 10281 Ladies and as Representative Gentlemen: The undersigned is an owner of record or beneficially of certain shares of common stock, par value $0.01 per share, of the Underwriters named in Exhibit A hereto EXHIBIT A UNDERWRITERS Name Company (“Common Stock”) or securities convertible into or exchangeable or exercisable for Common Stock. The Company proposes to carry out a private placement (the “Private Placement”) of Underwriter Aggregate Principal Amount Cumulative Perpetual Convertible Preferred Stock, Series B (the “Securities”), for which you will act as placement agent pursuant to a placement agency agreement (“Placement Agency Agreement”). The undersigned recognizes that the Private Placement will be of Initial Securities Ladenburg Xxxxxxxx & Co. Inc. $ 22,500,000 Xxxxxx Xxxxxxxxxx Xxxxx LLC $ 11,000,000 Incapital LLC $ 6,500,000 Total $ 40,000,000 EXHIBIT B PRICE-RELATED INFORMATION Aggregate Principal Amount of Initial Securities: $40,000,000 Aggregate Principal Amount of Option Securities: $6,000,000 Public offering price 100.0% Sales load (underwriting discounts and commissions) 3.125% Proceeds benefit to the undersigned and will benefit the Company. In consideration of the foregoing, before expenses 96.875% Pricing Date: June 11the undersigned hereby agrees that, 2019 Closing Date without the prior written consent of RBC Capital Markets, LLC, it will not, during the period commencing on the date hereof and ending 60 days after the date of the final private placement memorandum relating to the Private Placement (T+5): June 18the “Final Memorandum”), 2019 Interest Rate 6.50% No Call Period Closing Date through June 30(1) offer, 2021 Stated Maturity June 30pledge, 2024 Exhibit 6(fsell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock beneficially owned (as such term is used in Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), by the undersigned or any other securities so owned convertible into or exercisable or exchangeable for Common Stock, including the Securities or (2) – Officers’ Certificatesenter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (a) transfers of shares of Common Stock or any security convertible into Common Stock as a bona fide gift, (b) distributions of shares of Common Stock or any security convertible into Common Stock to members, limited partners or stockholders of the undersigned, (c) dispositions to any trust for the direct or indirect benefit of the undersigned and/or the immediate family of the undersigned (provided that in the case of any transfer, distribution or disposition pursuant to clause (a), (b) or (c), (i) each donee, distributee or trust shall sign and deliver a lock-up letter substantially in the form of this letter and (ii) no filing under Section 16(a) of the Exchange Act, reporting a reduction in beneficial ownership of shares of Common Stock (without the reporting of a corresponding increase), shall be voluntarily made (for the avoidance of doubt, meaning other than as required by law) during the restricted period referred to in the foregoing sentence), (d) the pledge of any shares of Common Stock or other securities to secure loans to such persons or entities in connection with any financing transaction to which such persons or entities are parties (provided that such shares of Common Stock or other securities may not be sold or disposed of in connection with the exercise by the lender of any remedies as a secured party until the expiration of the 60-day restricted period), (e) in connection with the vesting of any shares of Common Stock or other securities issued under restricted stock awards or the exercise of options (provided that any such securities received upon exercise shall be subject to the provisions of this letter for the remainder of the 60-day restricted period)[,] [or] (f) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Common Stock, provided that such plan does not provide for the transfer of Common Stock during the 60-day restricted period and no public announcement or filing under the Exchange Act regarding the establishment of such plan shall be required of or voluntarily made by or on behalf of the undersigned or the Company [or (g) one or more sales of up to 250,000 shares of Common Stock beneficially owned by the undersigned but in no event may more than a total of 250,000 shares be sold or otherwise transferred or disposed of pursuant to this clause (g) or the corresponding provision of [ ]’s lockup agreement with RBC Capital Markets, LLC, dated on or about the date hereof](1). For purposes of this paragraph, “immediate family” shall mean the undersigned and the spouse, any lineal descendent, father, mother, brother or sister of the undersigned. In addition, the undersigned agrees that, without the prior written consent of RBC Capital Markets, it will not, during the period commencing on the date hereof and ending 60 days after the date of the Final Memorandum, make any demand for or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock, including the Securities. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the

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 Adviser, the Administrator and the Underwriters. Very truly yours, Great Elm Gladstone Capital Corp. Corporation By: /s/ Xxxxx X. Xxxx Xxxxxxxxx Name: Xxxxx X. Xxxx Xxxxxxxxx Title: Chairman and Chief Executive Officer Gladstone Management Corporation By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Chief Executive Officer Great Elm Capital ManagementGladstone Administration, Inc. LLC By: /s/ Xxxx Xxxxxxx X. Xxxxxxxx XxXxxxx Name: Xxxx Xxxxxxx X. Xxxxxxxx XxXxxxx Title: Chief Operating Officer, Chief Compliance Officer and General Counsel President The foregoing Agreement is hereby confirmed and accepted as of the date first-written above. Ladenburg Xxxxxxxx & Co. Inc. Xxxxxx Xxxxxxxxxx Xxxxx LLC: By: /s/ Xxxxxx Xxxx Xxxxxx Name: Xxxxxx Xxxx Xxxxxx Title: Head of Capital Markets Director For itself and as Representative of the Underwriters named in Exhibit A hereto EXHIBIT A UNDERWRITERS Name of Underwriter Aggregate Principal Amount Number of Initial Securities Xxxxxx Xxxxxxxxxx Xxxxx LLC 620,000 X.X. Xxxxxxxx & Co. 480,000 Ladenburg Xxxxxxxx & Co. Inc. $ 22,500,000 Xxxxxx 320,000 Xxxxxxxxxx Xxxxx Securities, Inc. 340,000 Maxim Group LLC $ 11,000,000 Incapital 100,000 National Securities Corporation 100,000 J.J.B. Xxxxxxxx, X.X. Xxxxx, LLC $ 6,500,000 40,000 Total $ 40,000,000 2,000,000 EXHIBIT B PRICE-RELATED INFORMATION Aggregate Principal Amount Number of Initial Securities: $40,000,000 Aggregate Principal Amount 2,000,000 Number of Option Securities: $6,000,000 300,000 Per Share Public offering price 100.0% $ 7.9800 Sales load (underwriting discounts and commissions) 3.125% $ 0.3192 Proceeds to the Company, before expenses 96.875% $ 7.6608 Pricing Date: June 11October 26, 2019 2016 Closing Date (T+5T+3): June 18October 31, 2019 Interest Rate 6.50% No Call Period Closing Date through June 302016 Net proceeds after payment of underwriting discounts and commissions and estimated expenses of the offering payable by the Company will be approximately $15.1 million. EXHIBIT C FORM OF LOCK-UP AGREEMENT Xxxxxx Xxxxxxxxxx Xxxxx LLC As representative of the several underwriters named in Exhibit A of the Underwriting Agreement 0000 Xxxx Xxxxxx Xxxxxxxxxxxx, 2021 Stated Maturity June 30XX 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxxxxxx Xxxxx LLC, 2024 Exhibit 6(fas representative (the “Representative”) – Officers’ Certificatesof the several underwriters (the “Underwriters”), proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Gladstone Capital Corporation (the “Company”), providing for the public offering by the Underwriters, including the Representative, of common stock, par value $0.001 per share (the “Common 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 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 Guarantor Subsidiary and the Underwriters. Very truly yours, Great Elm Capital PennyMac Mortgage Investment Trust By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Senior Managing Director and Chief Financial Officer PennyMac Corp. By: /s/ Xxxxx Xxxxxx X. Xxxx Xxxxxxx Name: Xxxxx Xxxxxx X. Xxxx Xxxxxxx Title: Senior Managing Director and Chief Executive Financial Officer Great Elm Capital Management, Inc. By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: Chief Operating Officer, Chief Compliance Officer and General Counsel The foregoing Agreement is hereby confirmed and accepted as of the date first-written above. Ladenburg Xxxxxxxx Xxxxx Xxxxxxx & Co. Inc. By: /s/ Xxxxxx Xxxxxx Xxxxx Xxxxx Name: Xxxxxx Xxxxxx Xxxxx Xxxxx Title: Head of Capital Markets Managing Director For itself and as Representative of the Underwriters named in Exhibit A hereto EXHIBIT A UNDERWRITERS Name of Underwriter Aggregate Principal Amount of Initial Securities Xxxxx Xxxxxxx & Co. $ 33,348,775 Xxxxxx Xxxxxxxxxx Xxxxx LLC $ 5,445,375 Ladenburg Xxxxxxxx & Co. Inc. $ 22,500,000 Xxxxxx Xxxxxxxxxx 6,265,650 Xxxxxxx Xxxxx LLC & Company, L.L.C. $ 11,000,000 Incapital LLC 2,780,600 A.G.P. / Alliance Global Partners $ 6,500,000 2,159,600 Total $ 40,000,000 50,000,000 EXHIBIT B PRICE-RELATED INFORMATION Aggregate Principal Amount of Initial Securities: $40,000,000 Aggregate Principal Amount of Option Securities: $6,000,000 Public offering price 100.0% Sales load (underwriting discounts and commissions) 3.125% Proceeds to the Company, before expenses 96.875% Pricing Date: June 11, 2019 Closing Date (T+5): June 18, 2019 Interest Rate 6.50% No Call Period Closing Date through June 30, 2021 Stated Maturity June 30, 2024 Exhibit 6(f) – Officers’ CertificatesISSUER GENERAL USE FREE WRITING PROSPECTUS

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 the Underwriter’s understanding of our agreement, please kindly sign and return to us the enclosed duplicate Company one of the counterparts hereof, whereupon this letter and your acceptance shall represent it will become a binding agreement among the CompanySelling Stockholders, the Adviser Company and the UnderwritersUnderwriter in accordance with its terms. Very truly yours, Great Elm Capital Corp. By: ABRY BROADCAST PARTNERS II, L.P. By /s/ Xxxxx X. Xxxx Xxx Xxxxxxxx Name: Xxxxx X. Xxxx Xxx Xxxxxxxx Title: Authorized Signatory ABRY BROADCAST PARTNERS III, L.P. By /s/ Xxx Xxxxxxxx Name: Xxx Xxxxxxxx Title: Authorized Signatory NEXSTAR BROADCASTING GROUP, INC. By /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Executive Vice President and Chief Executive Financial Officer Great Elm Capital ManagementThe foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written. XXXXXXX LYNCH, Inc. By: PIERCE, XXXXXX & XXXXX INCORPORATED By /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: Chief Operating OfficerManaging Director SCHEDULE I PART A Selling Stockholder Number of Firm Securities to be Sold Number of Optional Securities to be Sold ABRY Broadcast Partners II, Chief Compliance Officer and General Counsel The foregoing Agreement is hereby confirmed and accepted as L.P. 1,298,419 194,763 ABRY Broadcast Partners III, L.P. 1,701,581 255,237 Total 3,000,000 450,000 PART B Underwriter Number of the date first-written above. Ladenburg Xxxxxxxx Firm Securities to be Purchased Xxxxxxx Lynch, Pierce, Xxxxxx & Co. Inc. By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Head of Capital Markets For itself and as Representative of the Underwriters named in Exhibit A hereto EXHIBIT A UNDERWRITERS Name of Underwriter Aggregate Principal Amount of Initial Securities Ladenburg Xxxxxxxx & Co. Inc. $ 22,500,000 Xxxxxx Xxxxxxxxxx Xxxxx LLC $ 11,000,000 Incapital LLC $ 6,500,000 Incorporated 3,000,000 Total $ 40,000,000 EXHIBIT B PRICE-RELATED INFORMATION Aggregate Principal Amount of Initial Securities: $40,000,000 Aggregate Principal Amount of Option Securities: $6,000,000 Public offering price 100.0% Sales load (underwriting discounts and commissions) 3.125% Proceeds to the Company, before expenses 96.875% Pricing Date: June 11, 2019 Closing Date (T+5): June 18, 2019 Interest Rate 6.50% No Call Period Closing Date through June 30, 2021 Stated Maturity June 30, 2024 Exhibit 6(f) – Officers’ Certificates3,000,000

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 Adviser, the Administrator and the Underwriters. Very truly yours, Great Elm Capital Corp. Gladstone Investment Corporation By: /s/ Xxxxx X. Xxxx Xxxxxxxxx Name: Xxxxx X. Xxxx Xxxxxxxxx Title: Chairman and Chief Executive Officer Gladstone Management Corporation By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Chief Executive Officer Great Elm Capital ManagementGladstone Administration, Inc. LLC By: /s/ Xxxx Xxxxxxx X. Xxxxxxxx XxXxxxx Name: Xxxx Xxxxxxx X. Xxxxxxxx XxXxxxx Title: Chief Operating Officer, Chief Compliance Officer and General Counsel President The foregoing Agreement is hereby confirmed and accepted as of the date first-written above. Ladenburg Xxxxxxxx Xxxxxxxxxxx & Co. Inc. By: /s/ Xxxxxx Xxxxxx Xxxxx Xxxxx Name: Xxxxxx Xxxxxx Xxxxx Xxxxx Title: Head of Capital Markets Managing Director For itself and as Representative of the Underwriters named in Exhibit A hereto EXHIBIT A UNDERWRITERS Name of Underwriter Aggregate Principal Amount of Initial Securities Xxxxxxxxxxx & Co. Inc. $ 17,444,300 X. Xxxxx Securities, Inc. $ 11,671,750 Ladenburg Xxxxxxxx & Co. Inc. $ 22,500,000 9,100,000 Xxxxxx Xxxxxxxxxx Xxxxx LLC $ 11,000,000 Incapital 5,044,575 Xxxxx Xxxxxxx & Co. $ 13,911,125 Wedbush Securities Inc. $ 1,978,250 Gladstone Securities, LLC $ 6,500,000 5,850,000 Total $ 40,000,000 65,000,000 EXHIBIT B PRICE-RELATED INFORMATION Filed Pursuant to Rule 433 Issuer Free Writing Prospectus dated May 23, 2023 Relating to Preliminary Prospectus Supplement dated May 23, 2023 and Prospectus dated October 15, 2021 Registration No. 333-259302 Pricing Terms GLADSTONE INVESTMENT CORPORATION $65,000,000 8.00% Notes Due 2028 Pricing Term Sheet May 23, 2023 The following sets forth the final terms of the 8.00% Notes due 2028 (the “Notes”) and should only be read together with the preliminary prospectus supplement, dated May 23, 2023, together with the accompanying prospectus dated, October 15, 2021, relating to these securities (together, 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: Gladstone Investment Corporation (the “Company”) Title of the Securities: 8.00% Notes due 2028 Rating:* BBB (Xxxx-Xxxxx) Initial Aggregate Principal Amount of Initial SecuritiesBeing Offered: $40,000,000 Aggregate Principal Amount 65,000,000 Over-Allotment Option: Up to $9,750,000 aggregate principal amount of Option SecuritiesNotes within 30 days of the date hereof solely to cover over-allotments, if any. Issue Price: $6,000,000 Public offering price 100.025.00 Principal Payable at Maturity: 100% Sales load (underwriting discounts 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 commissions) 3.125% Proceeds to security registrar for the Company, before expenses 96.875% Pricing Date: June 11, 2019 Closing Date (T+5): June 18, 2019 Interest Rate 6.50% No Call Period Closing Date through June 30, 2021 Stated Maturity June 30, 2024 Exhibit 6(f) – Officers’ CertificatesNotes or at such other office as the Company may 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 Adviser, the Administrator and the Underwriters. Very truly yours, Great Elm Gladstone Capital Corp. Corporation By: /s/ Xxxxx X. Xxxx Xxxxxxxxx Name: Xxxxx X. Xxxx Xxxxxxxxx Title: Chairman and Chief Executive Officer Gladstone Management Corporation By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Chief Executive Officer Great Elm Capital ManagementGladstone Administration, Inc. LLC By: /s/ Xxxx Xxxxxxx X. Xxxxxxxx XxXxxxx Name: Xxxx Xxxxxxx X. Xxxxxxxx XxXxxxx Title: Chief Operating Officer, Chief Compliance Officer and General Counsel President The foregoing Agreement is hereby confirmed and accepted as of the date first-written above. Ladenburg Xxxxxxxx Xxxxxxx Xxxxx & Co. Associates, Inc. By: /s/ Xxxxxx Xxxxx Xxxxxx Name: Xxxxxx Xxxxx Xxxxxx Title: Head of Capital Markets Managing Director For itself and as Representative of the Underwriters named in Exhibit A hereto EXHIBIT A UNDERWRITERS Name of Underwriter Aggregate Principal Amount of Initial Securities Ladenburg Xxxxxxxx Xxxxxxx Xxxxx & Co. Associates, Inc. $ 22,500,000 Xxxxxx Xxxxxxxxxx Xxxxx LLC $ 11,000,000 Incapital LLC $ 6,500,000 100,000,000 Total $ 40,000,000 100,000,000 Exhibit A EXHIBIT B PRICE-RELATED INFORMATION [See attached] Exhibit B GLADSTONE CAPITAL CORPORATION $100,000,000 5.125% Notes due 2026 PRICING TERM SHEET December 8, 2020 The following sets forth the final terms of the 5.125% Notes due 2026 (the “Notes”) and should only be read together with the preliminary prospectus supplement dated December 8, 2020, together with the accompanying prospectus dated February 5, 2019, 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 Gladstone Capital Corporation (the “Company”) Security 5.125% Notes due 2026 Ratings* A- (Xxxx-Xxxxx) Aggregate Principal Amount Offered $100,000,000 Maturity January 31, 2026 Trade Date December 8, 2020 Settlement Date** December 15, 2020 (T+5) Use of Initial Securities: $40,000,000 Aggregate Principal Amount Proceeds To redeem all or a portion of Option Securities: $6,000,000 the Company’s outstanding 6.125% Notes due 2023, 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 offering (Issue Price) 100% of the aggregate principal amount Coupon (Interest Rate) 5.125% Yield to Maturity 5.125% Spread to Benchmark Treasury +474 basis points Benchmark Treasury 0.375% due November 30, 2025 Benchmark Treasury Price and Yield 99-31 / 0.381% 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 100.0equal to 100% Sales load 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 (underwriting discounts and commissionsas determined by the Company) 3.125% Proceeds equal to the Companygreater 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 XX0 XXXX XX000000XX00 Underwriting Discount 2.000% Book-Running Manager Xxxxxxx Xxxxx & Associates, 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, 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 the fact that the Notes initially will settle T+5, 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. Investors are advised to carefully consider the investment objective, risks, charges and expenses 96.875% Pricing Dateof the Company before investing. The Preliminary Prospectus, which has been filed with the U.S. Securities and Exchange Commission (“SEC”), contains this and other information about the Company and should be read carefully before investing. 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 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 XXXXX on the SEC Web site at xxx.xxx.xxx. 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 Xxxxxxx Xxxxx & Associates, Inc., 000 Xxxxxxxx Xxxxxxx, Xx. Xxxxxxxxxx, Xxxxxxx 00000, email: June 11xxxxxxxxxx@xxxxxxxxxxxx.xxx, 2019 Closing Date (T+5): June 18, 2019 Interest Rate 6.50% No Call Period Closing Date through June 30, 2021 Stated Maturity June 30, 2024 Exhibit 6(f) – Officers’ Certificatestel: 000-000-0000.

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 Company a counterpart hereof, whereupon this letter and your acceptance shall represent instrument, along with all counterparts, will become a binding agreement among between the Company, the Adviser Underwriters and the UnderwritersCompany in accordance with its terms. Very truly yours, Great Elm Capital Corp. AGRIUM INC. By: /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: Executive Vice President & Chief Financial Officer By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Vice President & Treasurer CONFIRMED AND ACCEPTED as of the date first above written: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED RBC CAPITAL MARKETS, LLC SCOTIA CAPITAL (USA) INC. By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Managing Director By: RBC CAPITAL MARKETS, LLC By: /s/ Xxxxx X. Xxxx Xxxxxxxx Name: Xxxxx X. Xxxx Xxxxxxxx Title: Chief Executive Officer Great Elm Capital Management, Inc. Authorized Signatory By: SCOTIA CAPITAL (USA) INC. By: /s/ Xxxx X. Xxxxxxxx Xxxxxxxxx Name: Xxxx X. Xxxxxxxx Xxxxxxxxx Title: Chief Operating Officer, Chief Compliance Officer Managing Director For themselves and General Counsel The foregoing Agreement is hereby confirmed and accepted as Representatives of the date first-written above. Ladenburg Xxxxxxxx & Co. Inc. By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Head of Capital Markets For itself and as Representative of the several Underwriters named in Exhibit Schedule A hereto EXHIBIT hereto. SCHEDULE A UNDERWRITERS Name of Underwriter Aggregate Principal Amount of Initial Securities Ladenburg Xxxxxxxx & Co. Inc. $ 22,500,000 Xxxxxx Xxxxxxxxxx Xxxxx LLC $ 11,000,000 Incapital LLC $ 6,500,000 Total $ 40,000,000 EXHIBIT B PRICE-RELATED INFORMATION Aggregate 2023 Debentures to be Purchased Principal Amount of Initial 2043 Debentures to be Purchased Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated U.S.$ 100,000,000 U.S.$ 100,000,000 RBC Capital Markets, LLC 100,000,000 100,000,000 Scotia Capital (USA) Inc. 100,000,000 100,000,000 BMO Capital Markets Corp. 50,000,000 50,000,000 CIBC World Markets Corp. 50,000,000 50,000,000 AltaCorp Capital (U.S.A.) Inc. 17,000,000 17,000,000 BNP Paribas Securities Corp. 17,000,000 17,000,000 National Bank of Canada Financial Inc. 17,000,000 17,000,000 RBS Securities Inc. 17,000,000 17,000,000 TD Securities (USA) LLC 17,000,000 17,000,000 ANZ Securities: $40,000,000 Aggregate Principal Amount of Option Securities: $6,000,000 Public offering price 100.0, Inc. 7,500,000 7,500,000 Mizuho Securities USA Inc. 7,500,000 7,500,000 Total U.S.$ 500,000,000 U.S.$ 500,000,000 SCHEDULE B U.S.$500,000,000 3.500% Sales load (underwriting discounts and commissions) 3.125% Proceeds to the Company, before expenses 96.875% Pricing Date: June 11, 2019 Closing Date (T+5): June 18, 2019 Interest Rate 6.50% No Call Period Closing Date through June 30, 2021 Stated Maturity June 30, 2024 Exhibit 6(f) – Officers’ CertificatesDebentures due 2023

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 Adviser, the Administrator and the Underwriters. Very truly yours, Great Elm Gladstone Capital Corp. Corporation By: /s/ Xxxxx X. Xxxx Xxxxxxxxx Name: Xxxxx X. Xxxx Xxxxxxxxx Title: Chairman and Chief Executive Officer Gladstone Management Corporation By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Chief Executive Officer Great Elm Capital ManagementGladstone Administration, Inc. LLC By: /s/ Xxxx Xxxxxxx X. Xxxxxxxx XxXxxxx Name: Xxxx Xxxxxxx X. Xxxxxxxx XxXxxxx Title: Chief Operating Officer, Chief Compliance Officer and General Counsel President The foregoing Agreement is hereby confirmed and accepted as of the date first-written above. Ladenburg Xxxxxxxx & Co. Inc. Xxxxxx Xxxxxxxxxx Xxxxx LLC By: /s/ Xxxxxx Xxxx Xxxxxx Name: Xxxxxx Xxxx Xxxxxx Title: Head of Capital Markets Director For itself and as Representative of the Underwriters named in Exhibit A hereto EXHIBIT A UNDERWRITERS Name of Underwriter Aggregate Principal Amount Number of Initial Securities Xxxxxx Xxxxxxxxxx Xxxxx LLC 486,000 Ladenburg Xxxxxxxx & Co. Inc. $ 22,500,000 Xxxxxx Xxxxxxxxxx 360,000 FBR Capital Markets & Co. 207,000 BB&T Capital Markets, a division of BB&T Securities, LLC 180,000 J.J.B. Xxxxxxxx, X.X. Xxxxx, LLC 207,000 Wedbush Securities Inc. 180,000 Xxxxxxx Xxxxx LLC $ 11,000,000 Incapital LLC $ 6,500,000 & Company 180,000 Total $ 40,000,000 1,800,000 EXHIBIT B PRICE-RELATED INFORMATION Aggregate Principal Amount Number of Initial Securities: $40,000,000 Aggregate Principal Amount 1,800,000 Number of Option Securities: $6,000,000 270,000 Per Share Public offering price 100.0% $ 25.00 Sales load (underwriting discounts and commissions) 3.125% $ 0.7875 Proceeds to the Company, before expenses 96.875$ 24.2125 Dividend Yield: 6.00 % Pricing Trade Date: June 11September 20, 2019 2017 Closing Date (T+5): June 18September 27, 2019 Interest Rate 6.50% No Call Period Closing Date through June 30, 2021 Stated Maturity June 2017 Liquidation Preference: $ 25.00 plus accumulated and unpaid dividends Mandatory Redemption Date: September 30, 2024 Net proceeds from the sale of the Initial Securities after payment of underwriting discounts and commissions and estimated expenses of the offering payable by the Company will be approximately $43.3 million. EXHIBIT C FORM OF LOCK-UP AGREEMENT Xxxxxx Xxxxxxxxxx Xxxxx LLC As representative of the several underwriters named in Exhibit 6(fA of the Underwriting Agreement 0000 Xxxx Xxxxxx Xxxxxxxxxxxx, XX 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxxxxxx Xxxxx LLC, as representative (the “Representative”) – Officers’ Certificatesof the several underwriters (the “Underwriters”), proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Gladstone Capital Corporation (the “Company”), providing for the public offering by the Underwriters, including the Representative, of preferred stock, par value $0.001 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.