GLADSTONE LENDING CORPORATION FOUNDER STOCK PURCHASE AGREEMENT
Exhibit (p)
This Founder Stock Purchase Agreement (the “Agreement”) is made as of the
23rd day of April, 2010, by and between Gladstone Lending Corporation, a
Maryland corporation (the “Company”), and Gladstone Management Corporation, a Delaware
Corporation (“Purchaser”).
Whereas, the Company desires to issue, and Purchaser desires to acquire, stock of the
Company as herein described, on the terms and conditions hereinafter set forth;
Now, Therefore, It Is Agreed between the parties as follows:
1. Purchase and Sale of Stock. Purchaser hereby agrees to purchase from the Company, and the
Company hereby agrees to sell to Purchaser, an aggregate of one hundred fifty (150) shares of the
Common Stock of the Company (the “Stock”) at $10.00 per share, for an aggregate purchase price of
$1,500.00 in UNITED STATES DOLLARS, payable in cash.
The closing hereunder, including payment for and delivery of the Stock shall occur at the
offices of the Company immediately following the execution of this Agreement, or at such other time
and place as the parties may mutually agree.
2. Limitations on Transfer. Purchaser shall not assign, hypothecate, donate, encumber or
otherwise dispose of any interest in the Stock except in compliance with the provisions herein and
applicable securities laws. Purchaser hereby further acknowledges that Purchaser may be required to
hold the Common Stock purchased hereunder indefinitely. During the period of time during which the
Purchaser holds the Common Stock, the value of the Common Stock may increase or decrease, and any
risk associated with such Common Stock and such fluctuation in value shall be borne by the
Purchaser.
3. Restrictive Legends. Any certificates representing the Stock shall have endorsed thereon
legends in substantially the following forms (in addition to any other legend which may be required
by other agreements between the parties hereto):
(a) THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR
HYPOTHECATED W THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER
SAID ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT
REQUIRED; and
(b) Any legend required by appropriate blue sky officials.
4. Investment Representations. In connection with the purchase of the Stock, Purchaser
represents to the Company the following:
(a) Purchaser is aware of the Company’s business affairs and financial condition and
has acquired sufficient information about the Company to reach an informed and knowledgeable
decision to acquire the Stock. Purchaser is purchasing the Stock for investment for
Purchaser’s own account only and not with a view to, or for resale in connection with, any
“distribution” thereof within the meaning of the Securities Act of 1933, as amended (the
“Act”).
(b) Purchaser understands that the Stock has not been registered under the Act by
reason of a specific exemption therefrom, which exemption depends upon, among other things,
the bona fide nature of Purchaser’s investment intent as expressed herein.
(c) Purchaser further acknowledges and understands that the Stock must be held
indefinitely unless the Stock is subsequently registered under the Act or an exemption from
such registration is available. Purchaser understands that any certificates evidencing the
Stock will be imprinted with a legend which prohibits the transfer of the Stock unless the
Stock is registered or such registration is not required in the opinion of counsel for the
Company.
(d) Purchaser is familiar with the provisions of Rule 144 under the Act, as
in effect from time to time, which, in substance, permit limited public resale of
“restricted securities” acquired, directly or indirectly, from the issuer thereof (or from
an affiliate of such issuer), in a non-public offering subject to the satisfaction of
certain conditions. The Stock may be resold by Purchaser in certain limited circumstances
subject to the provisions of Rule 144, which requires, among other things: (i) the
availability of certain public information about the Company and (ii) the resale occurring
following the required holding period under Rule 144 after the Purchaser has purchased, and
made full payment of (within the meaning of Rule 144), the securities to be sold.
(e) Purchaser further understands that at the time Purchaser wishes to sell the
Stock there may be no public market upon which to make such a sale, and that, even if such a
public market then exists, the Company may not be satisfying the current public information
requirements of Rule 144, and that, in such event, Purchaser would be precluded from selling
the Stock under Rule 144 even if the minimum holding period requirement had been satisfied.
(f) Purchaser represents that Purchaser is an “accredited investor” as that term is
defined in Rule 501 of Regulation D promulgated by the Act.
5. Miscellaneous.
(a) Successors and Assigns. This Agreement shall inure to the benefit of the successors
and assigns of the Company and, subject to the restrictions on transfer herein set forth, be
binding upon Purchaser, Purchaser’s successors, and assigns.
(b) Governing Law; Venue. This Agreement shall be governed by and construed in
accordance with the laws of the State of Maryland. The parties agree that any action brought
by either party to interpret or enforce any provision of this Agreement shall be brought in,
and each party agrees to, and does hereby, submit to the jurisdiction and venue of, the
appropriate state or federal court for the district encompassing the Company’s principal
place of business.
(c) Counterparts. This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original and all of which together shall constitute one instrument.
In Witness Whereof, the parties hereto have executed this Agreement as of the day and
year first above written.
GLADSTONE LENDING CORPORATION
| By: | /s/ Xxxxx Xxxxxxxxx | |||||
| Xxxxx Xxxxxxxxx, Director | ||||||
| GLADSTONE MANAGEMENT CORPORATION | ||||||
| By: | /s/ Xxxxxx Xxxxxxxx III
|
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