Common use of Partial Unenforceability Clause in Contracts

Partial Unenforceability. The invalidity or unenforceability of any Section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other Section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company, the Adviser, the Administrator and the Underwriters. Very truly yours, By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Chairman and Chief Executive Officer By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Chief Executive Officer By: /s/ Xxxxxxx X. XxXxxxx Name: Xxxxxxx X. XxXxxxx Title: President The foregoing Agreement is hereby confirmed and accepted as of the date first-written above. By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Director For itself and as Representative of the Underwriters named in Exhibit A hereto Xxxxxx Xxxxxxxxxx Xxxxx LLC 525,000 Ladenburg Xxxxxxxx & Co. Inc. 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 210,000 Nomura Securities International, Inc. 168,000 Maxim Group LLC 126,000 Wedbush Securities Inc. 63,000 National Securities Corporation 42,000 J.J.B. Xxxxxxxx, X.X. Xxxxx, LLC 21,000 Total 2,100,000 Number of Initial Securities: 2,100,000 Number of Option Securities: 315,000 Public offering price $ 9.38 Sales load (underwriting discounts and commissions) $ 0.3752 Proceeds to the Company, before expenses $ 9.0048 Pricing Date: May 9, 2017 Closing Date (T+3): May 12, 2017 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. Xxxxxx Xxxxxxxxxx Xxxxx LLC As representative of the several underwriters named in Exhibit A 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”) of the several underwriters (the “Underwriters”), proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Gladstone Investment Corporation (the “Company”), providing for the public offering by the Underwriters, including the Representative, of 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 Section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other Section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company, the Adviser, the Administrator and the Underwriters. Very truly yours, By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Chairman and Chief Executive Officer By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Chief Executive Officer By: /s/ Xxxxxxx X. XxXxxxx Name: Xxxxxxx X. XxXxxxx Title: President The foregoing Agreement is hereby confirmed and accepted as of the date first-written above. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Director, Equity-Linked Capital Markets By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Director For itself themselves and as Representative Representatives of the Underwriters named in Exhibit A hereto BMO Capital Markets Corp. 520,000 Xxxxxx Xxxxxxxxxx Xxxxx LLC 525,000 741,000 Ladenburg Xxxxxxxx & Co. Inc. 420,000 Xxxxxxxxxx Securities520,000 X. Xxxxx FBR, Inc. 315,000 286,000 J.J.B. Xxxxxxxx X.X. Xxxxx, LLC 130,000 Wedbush Securities Inc. 130,000 Xxxxxxx Xxxxx & Company, L.L.C. 210,000 BB&T Capital Markets, a division of BB&T Securities, LLC 210,000 Nomura Securities International, Inc. 168,000 Maxim Group LLC 126,000 Wedbush Securities Inc. 63,000 156,000 National Securities Corporation 42,000 J.J.B. Xxxxxxxx65,000 Boenning and Scattergood, X.X. Xxxxx, LLC 21,000 Inc. 52,000 Total 2,100,000 2,600,000 Number of Initial Securities: 2,100,000 2,600,000 Number of Option Securities: 315,000 390,000 Public offering price $ 9.38 25.00 Sales load (underwriting discounts and commissions) $ 0.3752 0.78125 Proceeds to the Company, before expenses $ 9.0048 24.21875 Dividend Yield: 6.375 % Pricing Date: May 9August 14, 2017 2018 Closing Date (T+3T+5): May 12August 22, 2017 2018 Liquidation Preference: $ 25.00 per share plus accumulated and unpaid dividends Mandatory Redemption Date: August 31, 2025 Net proceeds after payment of underwriting discounts and commissions and estimated expenses of the offering payable by the Company will be approximately $18.6 62.7 million. FORM OF LOCK-UP AGREEMENT BMO Capital Markets Corp. Xxxxxx Xxxxxxxxxx Xxxxx LLC As representative representatives of the several underwriters named in Exhibit A of the Underwriting Agreement c/o BMO Capital Markets Corp. 0 Xxxxx Xxxxxx Xxx Xxxx, XX 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 representative representatives (the “RepresentativeRepresentatives”) of the several underwriters (the “Underwriters”), proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Gladstone Investment Corporation (the “Company”), providing for the public offering by the Underwriters, including the RepresentativeRepresentatives, of common 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, the Administrator and the Underwriters. Very truly yours, The foregoing Agreement is hereby confirmed and accepted as of the date first-written above. By: /s/ Xxxxx Xxxxxxxxx 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, the Administrator and the Underwriters. Very truly yours, By: Name: Xxxxx Xxxxxxxxx Title: Chairman and Chief Executive Officer By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Chief Executive Officer By: /s/ Xxxxxxx X. XxXxxxx Name: Xxxxxxx X. XxXxxxx Title: President The foregoing Agreement is hereby confirmed and accepted as of the date first-written above. By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Director For itself and as Representative of the Underwriters named in Exhibit A hereto hereto. Xxxxxx Xxxxxxxxxx Xxxxx LLC 525,000 Ladenburg Xxxxxxxx & Co. Inc. 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 210,000 Nomura Securities International, Inc. 168,000 Maxim Group LLC 126,000 Wedbush Securities Inc. 63,000 National Securities Corporation 42,000 630,000 J.J.B. Xxxxxxxx, X.X. Xxxxx, LLC 21,000 252,000 Xxxxxxxxxx Securities, Inc. 252,000 Xxxxxxx Xxxxx & Company, L.L.C. 70,000 Ladenburg Xxxxxxxx & Co. Inc. 126,000 Maxim Group LLC 70,000 Total 2,100,000 1,400,000 Number of Initial Securities: 2,100,000 1,400,000 Number of Option Securities: 315,000 210,000 Per Share Public offering price $ 9.38 25.00 Sales load (underwriting discounts and commissions) $ 0.3752 0.875 Proceeds to the Company, before expenses $ 9.0048 24.125 Dividend Yield: 6.50 % Pricing Date: May 96, 2017 2015 Closing Date (T+3T+4): May 12, 2017 2015 Liquidation Preference: $ 25.00 per share plus accumulated and unpaid dividends Mandatory Redemption Date May 31, 2022 Net proceeds after payment of underwriting discounts and commissions and estimated expenses of the offering payable by the Company will be approximately $18.6 33.5 million. Xxxxxx Xxxxxxxxxx Xxxxx LLC As representative of the several underwriters named in Exhibit A 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”) of the several underwriters (the “Underwriters”), proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Gladstone Investment Corporation (the “Company”), providing for the public offering by the Underwriters, including the Representative, of common preferred stock, par value $0.001 per 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 Sectionsection, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other Sectionsection, paragraph or provision hereof. If any Sectionsection, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company, the Adviser, the Administrator Adviser and the Underwriters. Very truly yours, By: /s/ Xxxxx X. Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Chairman and Chief Executive Officer By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: Chief Executive Officer Financial Officer, Chief Compliance Officer, Treasurer and Secretary By: /s/ Xxxxxxx Xxxxxxxxx X. XxXxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxxx X. XxXxxxx Xxxxxxxx Title: President Managing Director The foregoing Agreement is hereby confirmed and accepted as of the date first-written above. By: /s/ Xxxx Xxxxx Xxxxxx Name: Xxxx Xxxxx Xxxxxx Title: Managing Director For itself and as Representative of the Underwriters named in Exhibit A hereto Xxxxxx Xxxxxxxxxx Xxxxxxx Xxxxx & Associates, Inc. $ 107,812,500 X. Xxxxx Securities, Inc. 3,437,500 Xxxxx Group, LLC 525,000 3,437,500 Ladenburg Xxxxxxxx & Co. Inc. 420,000 Xxxxxxxxxx Securities, Inc. 315,000 Xxxxxxx Xxxxx & Company, L.L.C. 210,000 BB&T Capital Markets, a division of BB&T Securities3,437,500 Maxim Group, LLC 210,000 Nomura Securities International, Inc. 168,000 Maxim Group LLC 126,000 Wedbush Securities Inc. 63,000 National Securities Corporation 42,000 J.J.B. Xxxxxxxx, X.X. Xxxxx3,437,500 Compass Point Research & Trading, LLC 21,000 3,437,500 Total 2,100,000 Number of Initial Securities: 2,100,000 Number of Option Securities: 315,000 Public offering price $ 9.38 Sales load (underwriting discounts and commissions) $ 0.3752 Proceeds to 125,000,000 The following sets forth the Company, before expenses $ 9.0048 Pricing Date: May 9, 2017 Closing Date (T+3): May 12, 2017 Net proceeds after payment of underwriting discounts and commissions and estimated expenses final terms of the offering payable by the Company will be approximately $18.6 million. Xxxxxx Xxxxxxxxxx Xxxxx LLC As representative of the several underwriters named in Exhibit A of the Underwriting Agreement 0000 Xxxx Xxxxxx Xxxxxxxxxxxx, XX 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxxxxxx Xxxxx LLC, as representative 4.375% Notes due 2026 (the “RepresentativeNotes”) of and should only be read together with the several underwriters preliminary prospectus supplement dated July 15, 2021, together with the accompanying prospectus dated July 7, 2021, relating to these securities (the “UnderwritersPreliminary Prospectus”), proposes and supersedes the information in the Preliminary Prospectus to enter into an Underwriting Agreement 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 “Underwriting AgreementExisting 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 Gladstone 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 Corporation 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 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), providing the redemption price for the public offering 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: 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 Underwritersfact that the Notes initially will settle T+3, including to specify an alternate settlement cycle at the Representative, time of common stock, par value $0.001 per share (any such trade to prevent a failed settlement. Purchasers of the “Securities”), Notes who wish to trade the Notes prior to their date of delivery hereunder should consult their own advisors. The information in the Preliminary Prospectus and 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 “Public Offering”)SEC. Capitalized terms that are used but not defined herein have Before you invest, you should read the respective meanings ascribed to them 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, any underwriter or any dealer participating in the Underwriting Agreementoffering 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: xxxxxxxxxx@xxxxxxxxxxxx.xxx, tel: 000-000-0000. 1. Pricing Press Release filed with the Commission on July 15, 2021 pursuant to Rule 497(a) (as a Rule 482ad) 2. Final Term Sheet dated July 15, 2021, substantially in the form attached hereto as Exhibit B, containing the terms of the Securities, filed with the Commission on July 15, 2021 pursuant to Rule 433 under the 1933 Act

Partial Unenforceability. The invalidity or unenforceability of any Section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other Section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company, the Adviser, the Administrator and the Underwriters. Very truly yours, By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Chairman and Chief Executive Officer By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Chief Executive Officer By: /s/ Xxxxxxx X. XxXxxxx Name: Xxxxxxx X. XxXxxxx Title: President The foregoing Agreement is hereby confirmed and accepted as of the date first-written above. By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Managing Director For itself and as Representative of the Underwriters named in Exhibit A hereto Xxxxxx Xxxxxxxxxx Xxxxx LLC 525,000 $ 27,256,250 BTIG, LLC $ 21,693,750 X. Xxxxx Securities, Inc. $ 21,137,500 Ladenburg Xxxxxxxx & Co. Inc. 420,000 Xxxxxxxxxx Securities, $ 21,137,500 Xxxxxxxxxxx & Co. Inc. 315,000 Xxxxxxx Xxxxx & Company, L.L.C. 210,000 BB&T Capital Markets, a division of BB&T Securities, LLC 210,000 Nomura Securities International, Inc. 168,000 Maxim Group LLC 126,000 $ 15,575,000 Wedbush Securities Inc. 63,000 National Securities Corporation 42,000 J.J.B. Xxxxxxxx, X.X. Xxxxx, LLC 21,000 $ 4,450,000 Total 2,100,000 Number of Initial Securities$ 111,250,000 Issuer: 2,100,000 Number of Option Securities: 315,000 Public offering price $ 9.38 Sales load (underwriting discounts and commissions) $ 0.3752 Proceeds to the Company, before expenses $ 9.0048 Pricing Date: May 9, 2017 Closing Date (T+3): May 12, 2017 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. Xxxxxx Xxxxxxxxxx Xxxxx LLC As representative of the several underwriters named in Exhibit A 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”) of the several underwriters (the “Underwriters”), proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Gladstone Investment Corporation (the “Company”)) Title of the Securities: 5.00% Notes due 2026 Rating:* BBB (Xxxx-Xxxxx) Initial Aggregate Principal Amount Being Offered: $111,250,000 Over-Allotment Option: Up to $16,687,500 aggregate principal amount of Notes within 30 days of the date hereof solely to cover over-allotments, providing if any. Issue Price: $25.00 Principal Payable at Maturity: 100% of the aggregate principal amount. The outstanding principal amount of the Notes will be payable on the stated maturity date at the office of the trustee, paying agent and security registrar for the public offering by the Underwriters, including the Representative, of common stock, par value $0.001 per share (the “Securities”), of Notes or at such other office as the Company (the “Public Offering”). Capitalized terms that are used but not defined herein have the respective meanings ascribed to them in the Underwriting Agreementmay designate.

Partial Unenforceability. The invalidity or unenforceability of any Section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other Section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company, the Adviser, the Administrator Adviser and the Underwriters. Very truly yours, By: /s/ Xxxxx Xxxxxxxxx X. Xxxx Name: Xxxxx Xxxxxxxxx Title: Chairman and Chief Executive Officer By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx X. Xxxx Title: Chief Executive Officer By: /s/ Xxxxxxx Xxxx X. XxXxxxx Xxxxxxxx Name: Xxxxxxx Xxxx X. XxXxxxx Xxxxxxxx Title: President Chief Operating Officer, Chief Compliance Officer and General Counsel The foregoing Agreement is hereby confirmed and accepted as of the date first-written above. By: /s/ Xxxx Xxxxxx Xxxxxx Name: Xxxx Xxxxxx Xxxxxx Title: Director Head of Capital Markets For itself and as Representative of the Underwriters named in Exhibit A hereto Xxxxxx Xxxxxxxxxx Xxxxx LLC 525,000 Ladenburg Xxxxxxxx & Co. Inc. 420,000 $ 22,500,000 Xxxxxx Xxxxxxxxxx Securities, Inc. 315,000 Xxxxxxx Xxxxx & Company, L.L.C. 210,000 BB&T Capital Markets, a division of BB&T Securities, LLC 210,000 Nomura Securities International, Inc. 168,000 Maxim Group $ 11,000,000 Incapital LLC 126,000 Wedbush Securities Inc. 63,000 National Securities Corporation 42,000 J.J.B. Xxxxxxxx, X.X. Xxxxx, LLC 21,000 $ 6,500,000 Total 2,100,000 Number $ 40,000,000 Aggregate Principal Amount of Initial Securities: 2,100,000 Number $40,000,000 Aggregate Principal Amount of Option Securities: 315,000 $6,000,000 Public offering price $ 9.38 100.0% Sales load (underwriting discounts and commissions) $ 0.3752 3.125% Proceeds to the Company, before expenses $ 9.0048 96.875% Pricing Date: May 9June 11, 2017 2019 Closing Date (T+3T+5): May 12June 18, 2017 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. Xxxxxx Xxxxxxxxxx Xxxxx LLC As representative of the several underwriters named in Exhibit A of the Underwriting Agreement 0000 Xxxx Xxxxxx Xxxxxxxxxxxx2019 Interest Rate 6.50% No Call Period Closing Date through June 30, XX 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxxxxxx Xxxxx LLC2021 Stated Maturity June 30, as representative (the “Representative”) of the several underwriters (the “Underwriters”), proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Gladstone Investment Corporation (the “Company”), providing for the public offering by the Underwriters, including the Representative, of 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.2024

Partial Unenforceability. The invalidity or unenforceability of any Section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other Section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company, the Adviser, the Administrator and the Underwriters. Very truly yours, By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Chairman and Chief Executive Officer By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Chief Executive Officer By: /s/ Xxxxxxx X. XxXxxxx Name: Xxxxxxx X. XxXxxxx Title: President The foregoing Agreement is hereby confirmed and accepted as of the date first-written above. By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Director For itself and as Representative of the Underwriters named in Exhibit A hereto Xxxxxx Xxxxxxxxxx Xxxxx LLC 525,000 620,000 X.X. Xxxxxxxx & Co. 480,000 Ladenburg Xxxxxxxx & Co. Inc. 420,000 320,000 Xxxxxxxxxx Securities, Inc. 315,000 Xxxxxxx Xxxxx & Company, L.L.C. 210,000 BB&T Capital Markets, a division of BB&T Securities, LLC 210,000 Nomura Securities International, Inc. 168,000 340,000 Maxim Group LLC 126,000 Wedbush Securities Inc. 63,000 100,000 National Securities Corporation 42,000 100,000 J.J.B. Xxxxxxxx, X.X. Xxxxx, LLC 21,000 40,000 Total 2,100,000 2,000,000 Number of Initial Securities: 2,100,000 2,000,000 Number of Option Securities: 315,000 300,000 Public offering price $ 9.38 7.9800 Sales load (underwriting discounts and commissions) $ 0.3752 0.3192 Proceeds to the Company, before expenses $ 9.0048 7.6608 Pricing Date: May 9October 26, 2017 2016 Closing Date (T+3): May 12October 31, 2017 2016 Net proceeds after payment of underwriting discounts and commissions and estimated expenses of the offering payable by the Company will be approximately $18.6 15.1 million. Xxxxxx Xxxxxxxxxx Xxxxx LLC As representative of the several underwriters named in Exhibit A 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”) of the several underwriters (the “Underwriters”), proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Gladstone Investment Capital Corporation (the “Company”), providing for the public offering by the Underwriters, including the Representative, of common stock, par value $0.001 per share (the “SecuritiesCommon Stock”), of the Company (the “Public Offering”). Capitalized terms that are used but not defined herein have the respective meanings ascribed to them in the Underwriting Agreement.

Partial Unenforceability. The invalidity or unenforceability of any Section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other Section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company, the Adviser, the Administrator and the Underwriters. Very truly yours, By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Chairman and Chief Executive Officer By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Chief Executive Officer By: /s/ Xxxxxxx X. XxXxxxx Name: Xxxxxxx X. XxXxxxx Title: President The foregoing Agreement is hereby confirmed and accepted as of the date first-written above. By: /s/ Xxxx Xxxxxx Xxxxx Xxxxx Name: Xxxx Xxxxxx Xxxxx Xxxxx Title: Managing Director For itself and as Representative of the Underwriters named in Exhibit A hereto Xxxxxx Xxxxxxxxxx Xxxxxxxxxxx & Co. Inc. $ 17,444,300 X. Xxxxx LLC 525,000 Securities, Inc. $ 11,671,750 Ladenburg Xxxxxxxx & Co. Inc. 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 210,000 Nomura Securities International, Inc. 168,000 Maxim Group LLC 126,000 Wedbush Securities Inc. 63,000 National Securities Corporation 42,000 J.J.B. Xxxxxxxx, X.X. Xxxxx, LLC 21,000 Total 2,100,000 Number of Initial Securities: 2,100,000 Number of Option Securities: 315,000 Public offering price $ 9.38 Sales load (underwriting discounts and commissions) $ 0.3752 Proceeds to the Company, before expenses $ 9.0048 Pricing Date: May 9, 2017 Closing Date (T+3): May 12, 2017 Net proceeds after payment of underwriting discounts and commissions and estimated expenses of the offering payable by the Company will be approximately $18.6 million. 9,100,000 Xxxxxx Xxxxxxxxxx Xxxxx LLC As representative of the several underwriters named in Exhibit A of the Underwriting Agreement 0000 Xxxx Xxxxxx Xxxxxxxxxxxx$ 5,044,575 Xxxxx Xxxxxxx & Co. $ 13,911,125 Wedbush Securities Inc. $ 1,978,250 Gladstone Securities, XX 00000 Ladies and GentlemenLLC $ 5,850,000 Total $ 65,000,000 Issuer: The undersigned understands that Xxxxxx Xxxxxxxxxx Xxxxx LLC, as representative (the “Representative”) of the several underwriters (the “Underwriters”), proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Gladstone Investment Corporation (the “Company”)) Title of the Securities: 8.00% Notes due 2028 Rating:* BBB (Xxxx-Xxxxx) Initial Aggregate Principal Amount Being Offered: $65,000,000 Over-Allotment Option: Up to $9,750,000 aggregate principal amount of Notes within 30 days of the date hereof solely to cover over-allotments, providing if any. Issue Price: $25.00 Principal Payable at Maturity: 100% of the aggregate principal amount. The outstanding principal amount of the Notes will be payable on the stated maturity date at the office of the trustee, paying agent and security registrar for the public offering by the Underwriters, including the Representative, of common stock, par value $0.001 per share (the “Securities”), of Notes or at such other office as the Company (the “Public Offering”). Capitalized terms that are used but not defined herein have the respective meanings ascribed to them in the Underwriting Agreementmay designate.

Partial Unenforceability. The invalidity or unenforceability of any Section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other Section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company, the Adviser, the Administrator Adviser and the Underwriters. Very truly yours, By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Chairman and Chief Executive Officer By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Chief Executive Officer By: /s/ Xxxxxxx X. XxXxxxx Name: Xxxxxxx X. XxXxxxx Title: President The foregoing Agreement is hereby confirmed and accepted as of the date first-written above. By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Director For itself and as Representative of the Underwriters named in Exhibit A hereto Xxxxxx Xxxxxxxxxx Xxxxx LLC 525,000 Ladenburg Xxxxxxxx & Co. Inc. 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 210,000 Nomura Securities International, Inc. 168,000 Maxim Group LLC 126,000 Wedbush Securities Inc. 63,000 National Securities Corporation 42,000 J.J.B. Xxxxxxxx, X.X. Xxxxx, LLC 21,000 [ •] [•] [ •] [•] [ •] Total 2,100,000 Number [ •] Aggregate Principal Amount of Initial Securities: 2,100,000 Number $[•] Aggregate Principal Amount of Option Securities: 315,000 $[•] Public offering price $ 9.38 [100.0]% Sales load (underwriting discounts and commissions) $ 0.3752 [•]% Proceeds to the Company, before expenses $ 9.0048 [•]% Pricing Date: May 9[•], 2017 2018 Closing Date (T+3T+5): May 12[•], 2017 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. Xxxxxx Xxxxxxxxxx Xxxxx LLC As representative of the several underwriters named in Exhibit A of the Underwriting Agreement 0000 Xxxx Xxxxxx Xxxxxxxxxxxx2018 Interest Rate [•]% No Call Period Closing Date through [•], XX 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxxxxxx Xxxxx LLC20[•] Stated Maturity [•], as representative (the “Representative”) of the several underwriters (the “Underwriters”), proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Gladstone Investment Corporation (the “Company”), providing for the public offering by the Underwriters, including the Representative, of 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.20[•]

Partial Unenforceability. The invalidity or unenforceability of any Section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other Section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company, the Adviser, the Administrator Adviser and the Underwriters. Very truly yours, By: /s/ Xxxxx Xxxxxxxxx X. Xxxx Name: Xxxxx Xxxxxxxxx Title: Chairman and Chief Executive Officer By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx X. Xxxx Title: Chief Executive Officer By: /s/ Xxxxxxx Xxxxx X. XxXxxxx Xxxx Name: Xxxxxxx Xxxxx X. XxXxxxx Xxxx Title: President Chief Investment Officer The foregoing Agreement is hereby confirmed and accepted as of the date first-written above. By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Director For itself and as Representative of the Underwriters named in Exhibit A hereto Xxxxxx Xxxxxxxxxx Xxxxx LLC 525,000 $10,640,625 Ladenburg Xxxxxxxx & Co. Inc. 420,000 Xxxxxxxxxx Securities, Inc. 315,000 Inc.. 9,221,875 Xxxxxxxxxxx & Co. Inc 4,965,625 Xxxxxxx Xxxxx & Company, L.L.C. 210,000 BB&T Capital Markets, a division of BB&T Securities, LLC 210,000 Nomura Securities International, Inc. 168,000 Maxim Group LLC 126,000 Wedbush Securities Inc. 63,000 National Securities Corporation 42,000 J.J.B. Xxxxxxxx, X.X. Xxxxx, LLC 21,000 3,546,875 Total 2,100,000 Number $28,375,000 Aggregate Principal Amount of Initial Securities: 2,100,000 Number $28,375,000 Aggregate Principal Amount of Option Securities: 315,000 $4,256,250 Public offering price $ 9.38 100.000% Sales load (underwriting discounts and commissions) $ 0.3752 3.125% Proceeds to the Company, before expenses $ 9.0048 96.875% Pricing Date: May 9September 13, 2017 Closing Date (T+3): May 12September 18, 2017 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. Xxxxxx Xxxxxxxxxx Xxxxx LLC As representative of the several underwriters named in Exhibit A of the Underwriting Agreement 0000 Xxxx Xxxxxx XxxxxxxxxxxxInterest Rate 6.50% No Call Period Closing Date through September 18, XX 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxxxxxx Xxxxx LLC2019 Stated Maturity September 18, as representative (the “Representative”) of the several underwriters (the “Underwriters”), proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Gladstone Investment Corporation (the “Company”), providing for the public offering by the Underwriters, including the Representative, of 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.2022

Partial Unenforceability. The invalidity or unenforceability of any Sectionsection, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other Sectionsection, paragraph or provision hereof. If any Sectionsection, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company, the Adviser, the Administrator and the Underwriters. Very truly yours, Monroe Capital Corporation By: /s/ Xxxxx Xxxxxxxxx Xxxxxxxx X. Xxxxxx Name: Xxxxx Xxxxxxxxx Xxxxxxxx X. Xxxxxx Title: Chairman President and Chief Executive Officer Monroe Capital BDC Advisors, LLC By: Monroe Management Holdco, LLC, its sole member By: /s/ Xxxxx Xxxxxxxxx Xxxxxxxx X. Xxxxxx Name: Xxxxx Xxxxxxxxx Xxxxxxxx X. Xxxxxx Title: Chief Executive Officer Monroe Capital Management Advisors, LLC By: Monroe Management Holdco, LLC, its managing member By: /s/ Xxxxxxx Xxxxxxxx X. XxXxxxx Xxxxxx Name: Xxxxxxx Xxxxxxxx X. XxXxxxx Xxxxxx Title: President Chief Executive Officer The foregoing Agreement is hereby confirmed and accepted as of the date first-written above. By: /s/ Xxxx Xxxxx Xxxxxx Name: Xxxx Xxxxx Xxxxxx Title: Managing Director For itself and as Representative of the Underwriters named in Exhibit A hereto 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 525,000 3,575,000 Ladenburg Xxxxxxxx & Co. Inc. 420,000 Xxxxxxxxxx Securities, 3,575,000 Xxxxxxxxxxx & Co. Inc. 315,000 Xxxxxxx Xxxxx & Company, L.L.C. 210,000 BB&T Capital Markets, a division of BB&T Securities, LLC 210,000 Nomura Securities International, Inc. 168,000 Maxim Group LLC 126,000 Wedbush Securities Inc. 63,000 National Securities Corporation 42,000 J.J.B. Xxxxxxxx, X.X. Xxxxx, LLC 21,000 3,575,000 Total 2,100,000 Number of Initial Securities: 2,100,000 Number of Option Securities: 315,000 Public offering price $ 9.38 Sales load (underwriting discounts and commissions) $ 0.3752 Proceeds to 130,000,000 The following sets forth the Company, before expenses $ 9.0048 Pricing Date: May 9, 2017 Closing Date (T+3): May 12, 2017 Net proceeds after payment of underwriting discounts and commissions and estimated expenses final terms of the offering payable by the Company will be approximately $18.6 million. Xxxxxx Xxxxxxxxxx Xxxxx LLC As representative of the several underwriters named in Exhibit A of the Underwriting Agreement 0000 Xxxx Xxxxxx Xxxxxxxxxxxx, XX 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxxxxxx Xxxxx LLC, as representative 4.75% Notes due 2026 (the “RepresentativeNotes”) of and should only be read together with the several underwriters preliminary prospectus supplement dated January 15, 2021, together with the accompanying prospectus dated June 24, 2020, relating to these securities (the “UnderwritersPreliminary Prospectus”), proposes and supersedes the information in the Preliminary Prospectus to enter into an Underwriting Agreement (the “Underwriting Agreement”) extent inconsistent with Gladstone Investment 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 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), providing the redemption price for the public offering 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: 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 Underwritersfact that the Notes initially will settle T+5, including to specify an alternate settlement cycle at the Representative, time of common stock, par value $0.001 per share (any such trade to prevent a failed settlement. Purchasers of the “Securities”), Notes who wish to trade the Notes prior to their date of delivery hereunder should consult their own advisors. The information in the Preliminary Prospectus and in this pricing term sheet is not complete and may be changed. The Preliminary Prospectus and this pricing term sheet are not offers to sell any securities of the Company and are not soliciting an offer to buy such securities in any jurisdiction where such offer and sale is not permitted. 1. Monroe Capital Corporation Investor Presentation, for the quarter ended September 30, 2020 2. Pricing Press Release filed with the Commission on January 15, 2021 pursuant to Rule 497(a) (as a Rule 482ad) 3. Bloomberg Notice “Monroe Capital Corporation New Issue Announcement,” filed with the “Public Offering”Commission on January 15, 2021 pursuant to Rule 497(a) (as a Rule 482ad). Capitalized terms that are used but not defined herein have the respective meanings ascribed to them in the Underwriting Agreement.

Partial Unenforceability. The invalidity or unenforceability of any Section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other Section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company, the Adviser, the Administrator and the Underwriters. Very truly yours, By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Chairman and Chief Executive Officer By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Chief Executive Officer By: /s/ Xxxxxxx X. XxXxxxx Name: Xxxxxxx X. XxXxxxx Title: President The foregoing Agreement is hereby confirmed and accepted as of the date first-written above. By: /s/ Xxxx XX Xxxxxx Name: Xxxx XX Xxxxxx Title: Managing Director For itself and as Representative of the Underwriters named in Exhibit A hereto Xxxxxxxxxxx & Co. Inc. $ 54,782,575 Lucid Capital Markets, LLC $ 21,608,700 X. Xxxxx Securities, Inc. $ 18,260,875 InspereX LLC $ 7,608,700 Xxxxxx Xxxxxxxxxx Xxxxx LLC 525,000 Ladenburg Xxxxxxxx & Co. Inc. 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 210,000 Nomura Securities International, Inc. 168,000 Maxim Group LLC 126,000 $ 6,521,750 Wedbush Securities Inc. 63,000 National Securities Corporation 42,000 J.J.B. Xxxxxxxx, X.X. Xxxxx, LLC 21,000 $ 1,217,400 Total 2,100,000 Number of Initial Securities$ 110,000,000 Issuer: 2,100,000 Number of Option Securities: 315,000 Public offering price $ 9.38 Sales load (underwriting discounts and commissions) $ 0.3752 Proceeds to the Company, before expenses $ 9.0048 Pricing Date: May 9, 2017 Closing Date (T+3): May 12, 2017 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. Xxxxxx Xxxxxxxxxx Xxxxx LLC As representative of the several underwriters named in Exhibit A 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”) of the several underwriters (the “Underwriters”), proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Gladstone Investment Corporation (the “Company”)) Title of the Securities: 7.875% Notes due 2030 Rating:* [Intentionally Omitted] Initial Aggregate Principal Amount Being Offered: $110,000,000 Over-Allotment Option: Up to $16,500,000 aggregate principal amount of Notes within 30 days of the date hereof solely to cover over-allotments, providing if any. Issue Price: $25.00 Principal Payable at Maturity: 100% of the aggregate principal amount. The outstanding principal amount of the Notes will be payable on the stated maturity date at the office of the trustee, paying agent and security registrar for the public offering by the Underwriters, including the Representative, of common stock, par value $0.001 per share (the “Securities”), of Notes or at such other office as the Company (the “Public Offering”). Capitalized terms that are used but not defined herein have the respective meanings ascribed to them in the Underwriting Agreementmay designate.

Partial Unenforceability. The invalidity or unenforceability of any Section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other Section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company, the Adviser, the Administrator and the Underwriters. Very truly yours, By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Chairman and Chief Executive Officer By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Chief Executive Officer By: /s/ Xxxxxxx X. XxXxxxx Name: Xxxxxxx X. XxXxxxx Title: President The foregoing Agreement is hereby confirmed and accepted as of the date first-written above. By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Director For itself and as Representative of the Underwriters named in Exhibit A hereto Xxxxxx Xxxxxxxxxx Xxxxx LLC 525,000 650,000 Ladenburg Xxxxxxxx & Co. Inc. 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 210,000 Nomura Securities International, Inc. 168,000 Maxim Group LLC 126,000 Wedbush Securities Inc. 63,000 National Securities Corporation 42,000 J.J.B. 000,000 X.X.X Xxxxxxxx, X.X. Xxxxx, LLC 21,000 300,000 Xxxxxxxxxx Securities, Inc. 300,000 Xxxxxxx Xxxxx & Co. 150,000 Maxim Group LLC 100,000 Total 2,100,000 2,000,000 Number of Initial Securities: 2,100,000 2,000,000 Number of Option Securities: 315,000 300,000 Public offering price $ 9.38 25.00000 Sales load (underwriting discounts and commissions) $ 0.3752 .78125 Proceeds to the Company, before expenses $ 9.0048 24.21875 Dividend Yield: 6.25 % Pricing Date: May 9September 19, 2017 2016 Closing Date (T+3T+5): May 12September 26, 2017 2016 Liquidation Preference: $ 25.00 per share plus accumulated and unpaid dividends Mandatory Redemption Date September 30, 2023 Net proceeds after payment of underwriting discounts and commissions and estimated expenses of the offering payable by the Company will be approximately $18.6 48.2 million. Xxxxxx Xxxxxxxxxx Xxxxx LLC As representative of the several underwriters named in Exhibit A 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”) of the several underwriters (the “Underwriters”), proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Gladstone Investment Corporation (the “Company”), providing for the public offering by the Underwriters, including the Representative, of common 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 amongst the Company, the Adviser, the Administrator Guarantor Subsidiary and the Underwriters. Very truly yours, By: /s/ Xxxxx Xxxxxxxxx Xxxxxx X. Xxxxxxx Name: Xxxxx Xxxxxxxxx Xxxxxx X. Xxxxxxx Title: Chairman Senior Managing Director and Chief Executive Financial Officer By: /s/ Xxxxx Xxxxxxxxx Xxxxxx X. Xxxxxxx Name: Xxxxx Xxxxxxxxx Xxxxxx X. Xxxxxxx Title: Senior Managing Director and Chief Executive Financial Officer By: /s/ Xxxxxxx X. XxXxxxx Name: Xxxxxxx X. XxXxxxx Title: President The foregoing Agreement is hereby confirmed and accepted as of the date first-written above. By: /s/ Xxxx Xxxxxx Xxxxx Xxxxx Name: Xxxx Xxxxxx Xxxxx Xxxxx Title: Managing Director For itself and as Representative of the Underwriters named in Exhibit A hereto Name of Underwriter Amount of Initial Securities Xxxxx Xxxxxxx & Co. $ 33,348,775 Xxxxxx Xxxxxxxxxx Xxxxx LLC 525,000 $ 5,445,375 Ladenburg Xxxxxxxx & Co. Inc. 420,000 Xxxxxxxxxx Securities, Inc. 315,000 $ 6,265,650 Xxxxxxx Xxxxx & Company, L.L.C. 210,000 BB&T Capital Markets$ 2,780,600 A.G.P. / Alliance Global Partners $ 2,159,600 Total $ 50,000,000 1. Final Term Sheet, dated September 18, 2023, attached hereto as Xxxxx X. Registration Nos. 333-257114 and 000-000000-00 Issuer: PennyMac Mortgage Investment Trust, a division of BB&T Securities, LLC 210,000 Nomura Securities International, Inc. 168,000 Maxim Group LLC 126,000 Wedbush Securities Inc. 63,000 National Securities Corporation 42,000 J.J.B. Xxxxxxxx, X.X. Xxxxx, LLC 21,000 Total 2,100,000 Number of Initial Securities: 2,100,000 Number of Option Securities: 315,000 Public offering price $ 9.38 Sales load (underwriting discounts and commissions) $ 0.3752 Proceeds to the Company, before expenses $ 9.0048 Pricing Date: May 9, 2017 Closing Date (T+3): May 12, 2017 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. Xxxxxx Xxxxxxxxxx Xxxxx LLC As representative of the several underwriters named in Exhibit A 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”) of the several underwriters (the “Underwriters”), proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Gladstone Investment Corporation Maryland real estate investment trust (the “Company”)) Guarantee: The Notes will be fully and unconditionally guaranteed on a senior unsecured basis by PennyMac Corp., providing for the public offering by the Underwriters, including the Representative, of common stock, par value $0.001 per share a Delaware corporation (the “SecuritiesGuarantor”), ) Title of the Company (Securities: 8.50% Senior Notes due 2028 Initial Aggregate Principal Amount Being Offered: $50,000,000 Over-Allotment Option: Up to $7,500,000 aggregate principal amount of Notes within 30 days of the “Public Offering”)date hereof solely to cover over-allotments, if any. Capitalized terms that are used but not defined herein have Issue Price: $25.00 Principal Payable at Maturity: 100% of the respective meanings ascribed to them in the Underwriting Agreementaggregate principal amount.

Partial Unenforceability. The invalidity or unenforceability of any Section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other Section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company, the Adviser, the Administrator and the Underwriters. Very truly yours, By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Chairman and Chief Executive Officer By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Chief Executive Officer By: /s/ Xxxxxxx X. XxXxxxx Name: Xxxxxxx X. XxXxxxx Title: President The foregoing Agreement is hereby confirmed and accepted as of the date first-written above. By: /s/ Xxxx Xxxxxx Xxxxxxxx Xxxxxxxx Name: Xxxx Xxxxxx Xxxxxxxx Xxxxxxxx Title: Managing Director For itself and as Representative of the Underwriters named in Exhibit A hereto Xxxxx Xxxxxxx & Co. $ 13,021,750 Xxxxxxxxxxx & Co. Inc. $ 10,326,100 X. Xxxxx Securities, Inc. $ 14,130,425 Xxxxxx Xxxxxxxxxx Xxxxx LLC 525,000 $ 3,434,775 Ladenburg Xxxxxxxx & Co. Inc. 420,000 Xxxxxxxxxx Securities, Inc. 315,000 Xxxxxxx Xxxxx & Company, L.L.C. 210,000 BB&T $ 9,086,950 Total $ 50,000,000 Issuer: Gladstone Capital MarketsCorporation, a division of BB&T Securities, LLC 210,000 Nomura Securities International, Inc. 168,000 Maxim Group LLC 126,000 Wedbush Securities Inc. 63,000 National Securities Corporation 42,000 J.J.B. Xxxxxxxx, X.X. Xxxxx, LLC 21,000 Total 2,100,000 Number of Initial Securities: 2,100,000 Number of Option Securities: 315,000 Public offering price $ 9.38 Sales load (underwriting discounts and commissions) $ 0.3752 Proceeds to the Company, before expenses $ 9.0048 Pricing Date: May 9, 2017 Closing Date (T+3): May 12, 2017 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. Xxxxxx Xxxxxxxxxx Xxxxx LLC As representative of the several underwriters named in Exhibit A 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”) of the several underwriters (the “Underwriters”), proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Gladstone Investment Corporation Maryland corporation (the “Company”)) Title of the Securities: 7.75% Notes due 2028 Rating:* [Intentionally Omitted] Initial Aggregate Principal Amount Being Offered: $50,000,000 Over-Allotment Option: Up to $7,500,000 aggregate principal amount of Notes within 30 days of the date hereof solely to cover over-allotments, providing if any. Issue Price: $25.00 Principal Payable at Maturity: 100% of the aggregate principal amount. The outstanding principal amount of the Notes will be payable on the stated maturity date at the office of the trustee, paying agent and security registrar for the public offering by the Underwriters, including the Representative, of common stock, par value $0.001 per share (the “Securities”), of Notes or at such other office as the Company (the “Public Offering”). Capitalized terms that are used but not defined herein have the respective meanings ascribed to them in the Underwriting Agreementmay designate.

Partial Unenforceability. The invalidity or unenforceability of any Section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other Section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company, the Adviser, the Administrator and the Underwriters. Very truly yours, By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Chairman and Chief Executive Officer By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Chief Executive Officer By: /s/ Xxxxxxx X. XxXxxxx Name: Xxxxxxx X. XxXxxxx Title: President The foregoing Agreement is hereby confirmed and accepted as of the date first-written above. By: /s/ Xxxx Xxxxxx Xxxxxxx X. Xxxxxxxx, Xx. Name: Xxxx Xxxxxx Xxxxxxx X. Xxxxxxxx, Xx. Title: Managing Director For itself and as Representative of the Underwriters named in Exhibit A hereto Xxxxxx Xxxxxxxxxx Xxxxx LLC 525,000 820,000 Ladenburg Xxxxxxxx & Co. Inc. 420,000 460,000 Xxxxxxxxxx Securities, Inc. 315,000 Xxxxxxx Xxxxx & Company, L.L.C. 210,000 BB&T Capital Markets, a division of BB&T Securities, LLC 210,000 Nomura Securities International, Inc. 168,000 460,000 Maxim Group LLC 126,000 Wedbush Securities Inc. 63,000 National Securities Corporation 42,000 100,000 J.J.B. Xxxxxxxx, X.X. Xxxxx, LLC 21,000 40,000 National Securities Corporation 120,000 Total 2,100,000 2,000,000 Number of Initial Securities: 2,100,000 2,000,000 Number of Option Securities: 315,000 300,000 Public offering price $ 9.38 8.55 Sales load (underwriting discounts and commissions) $ 0.3752 0.4275 Proceeds to the Company, before expenses $ 9.0048 8.1225 Pricing Date: May 9October 27, 2017 2015 Closing Date (T+3): May 12October 30, 2017 2015 Net proceeds after payment of underwriting discounts and commissions and estimated expenses of the offering payable by the Company will be approximately $18.6 16.0 million. Xxxxxx Xxxxxxxxxx Xxxxx LLC As representative of the several underwriters named in Exhibit A 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”) of the several underwriters (the “Underwriters”), proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Gladstone Investment Capital Corporation (the “Company”), providing for the public offering by the Underwriters, including the Representative, of common stock, par value $0.001 per share (the “SecuritiesCommon Stock”), of the Company (the “Public Offering”). Capitalized terms that are used but not defined herein have the respective meanings ascribed to them in the Underwriting Agreement.

Partial Unenforceability. The invalidity or unenforceability of any Sectionsection, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other Sectionsection, paragraph or provision hereof. If any Sectionsection, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company, the Adviser, the Administrator Adviser and the Underwriters. Very truly yours, By: /s/ Xxxxx Hxxxx X. Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Chairman and Chief Executive Officer By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Hxxxx X. Xxxxxxxxx Title: Chief Executive Officer Financial Officer, Chief Compliance Officer, Treasurer and Secretary By: /s/ Xxxxxxx Cxxxxxxxx X. XxXxxxx Xxxxxxxx Name: Xxxxxxx Cxxxxxxxx X. XxXxxxx Xxxxxxxx Title: President Managing Director The foregoing Agreement is hereby confirmed and accepted as of the date first-written above. By: /s/ Xxxx Lxxxx Xxxxxx Name: Xxxx Lxxxx Xxxxxx Title: Managing Director For itself and as Representative of the Underwriters named in Exhibit A hereto Xxxxxx Xxxxxxxxxx Xxxxx LLC 525,000 Ladenburg Xxxxxxxx Rxxxxxx Jxxxx & Co. Inc. 420,000 Xxxxxxxxxx SecuritiesAssociates, Inc. 315,000 Xxxxxxx Xxxxx & Company$50,000,000 Total $50,000,000 Issuer Free Writing Prospectus dated March 3, L.L.C. 210,000 BB&T Capital Markets2021 Relating to Preliminary Prospectus Supplement dated March 3, a division of BB&T Securities2021 and March 3, LLC 210,000 Nomura Securities International, Inc. 168,000 Maxim Group LLC 126,000 Wedbush Securities Inc. 63,000 National Securities Corporation 42,000 J.J.B. Xxxxxxxx, X.X. Xxxxx, LLC 21,000 Total 2,100,000 Number of Initial Securities: 2,100,000 Number of Option Securities: 315,000 Public offering price $ 9.38 Sales load (underwriting discounts and commissions) $ 0.3752 Proceeds to 2021 The following sets forth the Company, before expenses $ 9.0048 Pricing Date: May 9, 2017 Closing Date (T+3): May 12, 2017 Net proceeds after payment of underwriting discounts and commissions and estimated expenses final terms of the offering payable by the Company will be approximately $18.6 million. Xxxxxx Xxxxxxxxxx Xxxxx LLC As representative of the several underwriters named in Exhibit A of the Underwriting Agreement 0000 Xxxx Xxxxxx Xxxxxxxxxxxx, XX 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxxxxxx Xxxxx LLC, as representative 4.375% Notes due 2026 (the “RepresentativeNotes”) of and should only be read together with the several underwriters preliminary prospectus supplement dated March 3, 2021, together with the accompanying prospectus dated June 28, 2019, relating to these securities (the “UnderwritersPreliminary Prospectus”), proposes and supersedes the information in the Preliminary Prospectus to enter into an Underwriting Agreement (the “Underwriting Agreement”) extent inconsistent with Gladstone 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 Corporation Corp. (the “Company”) Security 4.375% Notes due 2026 Expected Rating* BBB+ (Exxx-Xxxxx) Aggregate Principal Amount Offered $50,000,000 Maturity February 28, 2026 Trade Date March 3, 2021 Settlement Date** March 10, 2021 (T+5) Use of Proceeds To 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) 100% of the aggregate principal amount Coupon (Interest Rate) 4.375% Yield to Maturity 4.375% Spread to Benchmark Treasury 365 basis points Benchmark Treasury 0.5% due February 28, 2026 Benchmark Treasury Price and Yield 98-28.25/0.728% 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), providing the redemption price for the public offering 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 XXXX XX00000XXX00 Underwriting Discount 2.000% Book-Running Manager Rxxxxxx Jxxxx & 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, 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 Underwritersfact that the Notes initially will settle T+5, including to specify an alternate settlement cycle at the Representative, time of common stock, par value $0.001 per share (any such trade to prevent a failed settlement. Purchasers of the “Securities”), Notes who wish to trade the Notes prior to their date of delivery hereunder should consult their own advisors. The information in the Preliminary Prospectus and 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 “Public Offering”)SEC. Capitalized terms that are used but not defined herein have Before you invest, you should read the respective meanings ascribed to them 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 EXXXX on the SEC web site at wxx.xxx.xxx. Alternatively, the Company, any underwriter or any dealer participating in the Underwriting Agreementoffering will arrange to send you the Preliminary Prospectus and the accompanying prospectus if you request it from Rxxxxxx Jxxxx & Associates, Inc., 800 Xxxxxxxx Xxxxxxx, Xx. Xxxxxxxxxx, Xxxxxxx 00000, xmail: pxxxxxxxxx@xxxxxxxxxxxx.xxx, tel: 800-000-0000. 1. Pricing Press Release filed with the Commission on March 3, 2021 pursuant to Rule 497(a) (as a Rule 482ad) 2. Final Term Sheet dated March 3, 2021, substantially in the form attached hereto as Exhibit B, containing the terms of the Securities, filed with the Commission on March 3, 2021 pursuant to Rule 433 under the 1933 Act

Partial Unenforceability. The invalidity or unenforceability of any Section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other Section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company, the Adviser, the Administrator and the Underwriters. Very truly yours, By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Chairman and Chief Executive Officer By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Chief Executive Officer By: /s/ Xxxxxxx X. XxXxxxx Name: Xxxxxxx X. XxXxxxx Title: President The foregoing Agreement is hereby confirmed and accepted as of the date first-written above. By: /s/ Xxxx Xxxxxx Xxxxxxx X. Xxxxxxxx, Xx. Name: Xxxx Xxxxxx Xxxxxxx X. Xxxxxxxx, Xx. Title: Managing Director For itself and as Representative of the Underwriters named in Exhibit A hereto Xxxxxx Xxxxxxxxxx Xxxxx LLC 525,000 Ladenburg Xxxxxxxx & Co. Inc. 420,000 Xxxxxxxxxx Securities, Inc. 315,000 Xxxxxxx Xxxxx & Company, L.L.C. 210,000 1,254,000 BB&T Capital Markets, a division of BB&T Securities, LLC 210,000 Nomura Securities International495,000 Ladenburg Xxxxxxxx & Co. Inc. 594,000 Xxxxxxxxxx Securities, Inc. 168,000 Maxim Group LLC 126,000 Wedbush Securities Inc. 63,000 National Securities Corporation 42,000 495,000 J.J.B. Xxxxxxxx, X.X. Xxxxx, LLC 21,000 165,000 Maxim Group LLC 297,000 Total 2,100,000 3,300,000 Number of Initial Securities: 2,100,000 3,300,000 Number of Option Securities: 315,000 495,000 Public offering price $ 9.38 7.40 Sales load (underwriting discounts and commissions) $ 0.3752 0.37 Proceeds to the Company, before expenses $ 9.0048 7.03 Pricing Date: May 9March 10, 2017 2015 Closing Date (T+3): May 12March 13, 2017 2015 Net proceeds after payment of underwriting discounts and commissions and estimated expenses of the offering payable by the Company will be approximately $18.6 23.0 million. Xxxxxx Xxxxxxxxxx Xxxxx LLC As representative of the several underwriters named in Exhibit A 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”) of the several underwriters (the “Underwriters”), proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Gladstone Investment Corporation (the “Company”), providing for the public offering by the Underwriters, including the Representative, of common stock, par value $0.001 per 0.001per share (the “SecuritiesCommon Stock”), of the Company (the “Public Offering”). Capitalized terms that are used but not defined herein have the respective meanings ascribed to them in the Underwriting Agreement.

Partial Unenforceability. The invalidity or unenforceability of any 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. By: /s/ Mxxxxxx X. Sell Name: Mxxxxxx X. Sell Title: CFO and Treasurer By: /s/ Pxxxx Xxxx Name: Pxxxx Xxxx Title: CIO The foregoing Agreement is hereby confirmed and accepted as of the date first-written above. 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, the Administrator Adviser and the Underwriters. Very truly yours, By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Chairman and Chief Executive Officer By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Chief Executive Officer By: /s/ Xxxxxxx X. XxXxxxx Name: Xxxxxxx X. XxXxxxx Title: President The foregoing Agreement is hereby confirmed and accepted as of the date first-written above. By: /s/ Xxxx Sxxxx Xxxxxx Name: Xxxx Sxxxx Xxxxxx Title: Director Head of Capital Markets For itself and as Representative of the Underwriters named in Exhibit A hereto Xxxxxx Xxxxxxxxxx Xxxxx LLC 525,000 Ladenburg Xxxxxxxx Txxxxxxx & Co. Inc. 420,000 Xxxxxxxxxx Securities, $26,325,000 Jxxxxx Mxxxxxxxxx Xxxxx LLC 7,625,000 Oxxxxxxxxxx & Co. Inc. 315,000 Xxxxxxx Xxxxx & Company, L.L.C. 210,000 BB&T Capital Markets, a division of BB&T Securities, 2,275,000 Incapital LLC 210,000 Nomura Securities International, Inc. 168,000 Maxim Group LLC 126,000 5,400,000 Wedbush Securities Inc. 63,000 National Securities Corporation 42,000 J.J.B. Xxxxxxxx, X.X. Xxxxx, LLC 21,000 1,375,000 Total 2,100,000 Number $43,000,000 Aggregate Principal Amount of Initial Securities: 2,100,000 Number $43,000,000 Aggregate Principal Amount of Option Securities: 315,000 $6,450,000 Public offering price $ 9.38 100.000% Sales load (underwriting discounts and commissions) $ 0.3752 3.125% Proceeds to the Company, before expenses $ 9.0048 96.875% Pricing Date: May 9January 11, 2017 2018 Closing Date (T+3T+5): May 12January 19, 2017 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. Xxxxxx Xxxxxxxxxx Xxxxx LLC As representative of the several underwriters named in Exhibit A of the Underwriting Agreement 0000 Xxxx Xxxxxx Xxxxxxxxxxxx2018 Interest Rate 6.75% No Call Period Closing Date through January 31, XX 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxxxxxx Xxxxx LLC2021 Stated Maturity January 31, as representative (the “Representative”) of the several underwriters (the “Underwriters”), proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Gladstone Investment Corporation (the “Company”), providing for the public offering by the Underwriters, including the Representative, of 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.2025

Partial Unenforceability. The invalidity or unenforceability of any Section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other Section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company, the Adviser, the Administrator and the Underwriters. Very truly yours, By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Chairman and Chief Executive Officer By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Chief Executive Officer By: /s/ Xxxxxxx X. XxXxxxx Name: Xxxxxxx X. XxXxxxx Title: President The foregoing Agreement is hereby confirmed and accepted as of the date first-written above. By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Director Vice President For itself and as Representative of the Underwriters named in Exhibit A hereto Xxxxxx Xxxxxxxxxx Xxxxx LLC 525,000 Ladenburg Xxxxxxxx 648,000 Sterne, Agee & Co. Inc. 420,000 Xxxxxxxxxx SecuritiesXxxxx, Inc. 315,000 Xxxxxxx Xxxxx & Company, L.L.C. 210,000 244,800 BB&T Capital Markets, a division of BB&T Securities, LLC 210,000 Nomura Securities International, Inc. 168,000 Maxim Group LLC 126,000 Wedbush Securities Inc. 63,000 National Securities Corporation 42,000 72,000 J.J.B. Xxxxxxxx, X.X. Xxxxx, LLC 21,000 201,600 Xxxxxxxxxx Securities, Inc. 201,600 Ladenburg Xxxxxxxx & Co. Inc. 72,000 Total 2,100,000 1,440,000 Number of Initial Securities: 2,100,000 1,440,000 Number of Option Securities: 315,000 216,000 Public offering price $ 9.38 25.000 Sales load (underwriting discounts and commissions) $ 0.3752 0.875 Proceeds to the Company, before expenses $ 9.0048 24.125 Dividend Yield: 6.75 % Pricing Date: May 9November 5, 2017 2014 Closing Date (T+3T+5): May 12November 13, 2017 2014 Liquidation Preference: $ 25.00 per share plus accumulated and unpaid dividends Mandatory Redemption Date December 31, 2021 Net proceeds after payment of underwriting discounts and commissions and estimated expenses of the offering payable by the Company will be approximately $18.6 34.5 million. Xxxxxx Xxxxxxxxxx Xxxxx LLC As representative of the several underwriters named in Exhibit A 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”) of the several underwriters (the “Underwriters”), proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Gladstone Investment Corporation (the “Company”), providing for the public offering by the Underwriters, including the Representative, of common preferred stock, $0.001 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, the Administrator and the Underwriters. Very truly yours, By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Chairman and Chief Executive Officer By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Chief Executive Officer By: /s/ Xxxxxxx X. XxXxxxx Name: Xxxxxxx X. XxXxxxx Title: President The foregoing Agreement is hereby confirmed and accepted as of the date first-written above. By: /s/ Xxxx X. Xxxxxx Name: Xxxx XX Xxxxxx Title: Managing Director For itself and as Representative of the Underwriters named in Exhibit A hereto Xxxxxx Xxxxxxxxxx Xxxxxxxxxxx & Co. Inc. $ 46,215,000 Xxxxxxx Sachs & Co. LLC $ 24,570,000 X. Xxxxx LLC 525,000 Securities, Inc. $ 21,645,000 Ladenburg Xxxxxxxx & Co. Inc. 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 210,000 Nomura Securities International, Inc. 168,000 Maxim Group LLC 126,000 $ 21,645,000 Wedbush Securities Inc. 63,000 National Securities Corporation 42,000 J.J.B. Xxxxxxxx, X.X. Xxxxx, LLC 21,000 $ 2,925,000 Total 2,100,000 Number of Initial Securities$ 117,000,000 Issuer: 2,100,000 Number of Option Securities: 315,000 Public offering price $ 9.38 Sales load (underwriting discounts and commissions) $ 0.3752 Proceeds to the Company, before expenses $ 9.0048 Pricing Date: May 9, 2017 Closing Date (T+3): May 12, 2017 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. Xxxxxx Xxxxxxxxxx Xxxxx LLC As representative of the several underwriters named in Exhibit A 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”) of the several underwriters (the “Underwriters”), proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Gladstone Investment Corporation (the “Company”)) Title of the Securities: 4.875% Notes due 2028 Rating:* BBB (Xxxx-Xxxxx) Initial Aggregate Principal Amount Being Offered: $117,000,000 Over-Allotment Option: Up to $17,550,000 aggregate principal amount of Notes within 30 days of the date hereof solely to cover over-allotments, providing if any. Issue Price: $25.00 Principal Payable at Maturity: 100% of the aggregate principal amount. The outstanding principal amount of the Notes will be payable on the stated maturity date at the office of the trustee, paying agent and security registrar for the public offering by the Underwriters, including the Representative, of common stock, par value $0.001 per share (the “Securities”), of Notes or at such other office as the Company (the “Public Offering”). Capitalized terms that are used but not defined herein have the respective meanings ascribed to them in the Underwriting Agreementmay designate.

Partial Unenforceability. The invalidity or unenforceability of any Section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other Section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company, the Adviser, the Administrator and the Underwriters. Very truly yours, By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Chairman and Chief Executive Officer By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Chief Executive Officer By: /s/ Xxxxxxx X. XxXxxxx Name: Xxxxxxx X. XxXxxxx Title: President The foregoing Agreement is hereby confirmed and accepted as of the date first-written above. By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Director For itself and as Representative of the Underwriters named in Exhibit A hereto Xxxxxx Xxxxxxxxxx Xxxxx LLC 525,000 486,000 Ladenburg Xxxxxxxx & Co. Inc. 420,000 Xxxxxxxxxx Securities, Inc. 315,000 Xxxxxxx Xxxxx 360,000 FBR Capital Markets & Company, L.L.C. 210,000 Co. 207,000 BB&T Capital Markets, a division of BB&T Securities, LLC 210,000 Nomura Securities International, Inc. 168,000 Maxim Group LLC 126,000 Wedbush Securities Inc. 63,000 National Securities Corporation 42,000 180,000 J.J.B. Xxxxxxxx, X.X. Xxxxx, LLC 21,000 207,000 Wedbush Securities Inc. 180,000 Xxxxxxx Xxxxx & Company 180,000 Total 2,100,000 1,800,000 Number of Initial Securities: 2,100,000 1,800,000 Number of Option Securities: 315,000 270,000 Public offering price $ 9.38 25.00 Sales load (underwriting discounts and commissions) $ 0.3752 0.7875 Proceeds to the Company, before expenses $ 9.0048 Pricing 24.2125 Dividend Yield: 6.00 % Trade Date: May 9September 20, 2017 Closing Date (T+3T+5): May 12September 27, 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 $18.6 43.3 million. Xxxxxx Xxxxxxxxxx Xxxxx LLC As representative of the several underwriters named in Exhibit A 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”) of the several underwriters (the “Underwriters”), proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Gladstone Investment Capital Corporation (the “Company”), providing for the public offering by the Underwriters, including the Representative, of common 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, the Administrator and the Underwriters. Very truly yours, By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Chairman and Chief Executive Officer By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Chief Executive Officer By: /s/ Xxxxxxx X. XxXxxxx Name: Xxxxxxx X. XxXxxxx Title: President The foregoing Agreement is hereby confirmed and accepted as of the date first-written above. By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Managing Director For itself and as Representative of the Underwriters named in Exhibit A hereto Xxxxxx Xxxxxxxxxx Xxxxx LLC 525,000 $ 13,500,000 Ladenburg Xxxxxxxx & Co. Inc. 420,000 Xxxxxxxxxx Securities$ 9,618,750 X. Xxxxx FBR, Inc. 315,000 $ 5,906,250 Xxxxxxx Xxxxx & Company, L.L.C. 210,000 BB&T Capital Markets, a division of BB&T Securities, LLC 210,000 Nomura Securities International, Inc. 168,000 Maxim Group LLC 126,000 $ 2,868,750 Wedbush Securities Inc. 63,000 National Securities Corporation 42,000 J.J.B. Xxxxxxxx, X.X. Xxxxx, LLC 21,000 $ 1,856,250 Total 2,100,000 Number of Initial Securities$ 33,750,000 Issuer: 2,100,000 Number of Option Securities: 315,000 Public offering price $ 9.38 Sales load (underwriting discounts and commissions) $ 0.3752 Proceeds to the Company, before expenses $ 9.0048 Pricing Date: May 9, 2017 Closing Date (T+3): May 12, 2017 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. Xxxxxx Xxxxxxxxxx Xxxxx LLC As representative of the several underwriters named in Exhibit A 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”) of the several underwriters (the “Underwriters”), proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Gladstone Investment Capital Corporation (the “Company”)) Title of the Securities: 5.375% Notes due 2024 Initial Aggregate Principal Amount Being Offered: $33,750,000 Over-Allotment Option: $5,062,500 aggregate principal amount of Notes within 30 days of the date hereof solely to cover over-allotments, providing if any. Issue Price: $25.00 Principal Payable at Maturity: 100% of the aggregate principal amount; the principal amount of each Note will be payable on its stated maturity date at the office of the trustee, paying agent, and security registrar for the public offering by the Underwriters, including the Representative, of common stock, par value $0.001 per share (the “Securities”), of Notes or at such other office as the Company (the “Public Offering”). Capitalized terms that are used but not defined herein have the respective meanings ascribed to them in the Underwriting Agreementmay designate.