Exhibit 99.p
GLADSTONE CAPITAL CORPORATION
SUBSCRIPTION AGREEMENT
May 30, 2001
Board of Directors
Gladstone Capital Corporation
0000 Xxxxxx Xxxxxxxxx, 0xx Xxxxx
XxXxxx, Xxxxxxxx 00000
Gentlemen:
The undersigned Xxxxx Xxxxxxxxx (the "PURCHASER") hereby offers to
subscribe for six hundred fifty-two thousand six hundred thirty-one (652,631)
shares of the common stock, $.001 par value per share, of GLADSTONE CAPITAL
CORPORATION, a Maryland corporation (the "CORPORATION"), in exchange for an
aggregate purchase price of Six Hundred Fifty-Two Thousand Six Hundred
Thirty-One Dollars ($652,631).
In connection with the issuance and sale to the Purchaser of the
foregoing shares of the common stock of the Corporation, the Purchaser hereby
represents, acknowledges and agrees as follows:
The Purchaser represents that such shares and any securities issued
hereafter with respect to such shares (collectively, the "RESTRICTED SHARES")
will be held for investment only and are not being acquired with a view toward
their distribution within the meaning of the Securities Act of 1933, as amended
(the "ACT"), and the rules, regulations and interpretations of the Securities
and Exchange Commission (the "COMMISSION") promulgated thereunder.
The Purchaser understands that the Restricted Shares have not been
registered under the Act and agrees not to offer for sale, sell, transfer,
pledge, hypothecate or otherwise dispose of any of the Restricted Shares in any
way that will render the transaction in which the Restricted Shares will be
issued no longer an exempt transaction under the Act; and the Purchaser further
agrees not to offer for sale, sell, transfer, pledge, hypothecate or otherwise
dispose of any of the Restricted Shares unless such shares have been registered
under the Act and such registration is effective at the time of the disposition
of such shares, or the Corporation has received the written opinion of its
counsel that such registration is not required by the Act as then in effect with
respect to the proposed sale, transfer or other disposition or that such
transaction complies with the rules, regulations and interpretations of the
Commission.
The Purchaser further agrees that the certificate representing the
Restricted Shares shall bear substantially the following legends:
The securities evidenced by this certificate have
not been registered under the Securities Act of
1933, as amended, and may be offered and sold only
if registered pursuant to the provisions of that
Act or if in the opinion of counsel for the issuer
hereof, an exemption from registration is
available therefor.
The Purchaser hereby confirms and states that it has been advised by
the Corporation that the Restricted Shares have not been registered under the
Act and that consequently the Restricted Shares must be held indefinitely unless
they are subsequently registered or an exemption from such registration is
available.
The Purchaser also confirms and states that the Corporation has
furnished the Purchaser with such information concerning the Corporation that
the Purchaser has deemed material to its decision to purchase the Restricted
Shares or has afforded to the Purchaser access to such information. The
Purchaser further states that the Corporation has not manifested any present
intention of registering, for resale by the Purchaser, any of the Restricted
Shares and that the Corporation has no obligation to the Purchaser to so
register or to make any exemption from registration available for such resale.
The Purchaser also agrees to indemnify the Corporation against and hold
it harmless from all liability, costs and expenses (including reasonable
attorneys' fees) imposed upon it by reason of any violation by the Purchaser of
the provisions hereof.
The benefits and the obligations hereof shall inure to and be binding
upon the Purchaser and the Corporation and their respective successors and
assigns, and shall be applicable to all the Restricted Shares, adjusted for
stock splits, stock dividends, merger, consolidation, reclassification or
exchange of the Restricted Shares.
[SIGNATURE PAGE FOLLOWS]
Very truly yours,
XXXXX X. XXXXXXXXX
PURCHASER
Address: 0000 Xxxxx Xxxx
XxXxxx, Xxxxxxxx 00000
Fax: __________________________________
Phone: (000) 000-0000
E-Mail: xxxxxxxxxx@xxx.xxx
/s/ Xxxxx Xxxxxxxxx
___________________________________________
Signature
Aggregate Shares Purchased: 652,631
Aggregate Purchase Price: $652,631
[SIGNATURE PAGE TO GLADSTONE CAPITAL CORPORATION SUBSCRIPTION AGREEMENT]
