Gladstone Investment Corporation FIRST AMENDMENT TO SALES AGREEMENT

Gladstone Investment Corporation

FIRST AMENDMENT TO SALES AGREEMENT

FIRST AMENDMENT TO SALES AGREEMENT, dated as of August 7, 2023 (this “First Amendment”), by and among Gladstone Investment Corporation, a Delaware corporation (the “Company”), Gladstone Management Corporation, a Delaware corporation registered as an investment adviser (the “Adviser”), and Gladstone Administration, LLC, a Delaware limited liability company (the “Administrator”) and Virtu Americas LLC (the “Agent”).

W I T N E S S E T H:

WHEREAS, the Company, the Adviser, the Administrator and the Agent are parties to that certain Sales Agreement, dated as of August 15, 2022 (the “Sales Agreement”); and

WHEREAS, the parties have agreed to amend the Sales Agreement solely to reflect the inclusion of X. Xxxxx Securities, Inc. (“X. Xxxxx”) as a participant in the Company’s at-the-market offering distribution syndicate.

NOW, THEREFORE, in consideration of the premises herein contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1. Pursuant to Section 6(w) of the Sales agreement, the Agent consents to the Company entering into a sales agreement with X. Xxxxx with respect to the Company’s at-the-market offering.

2. Effective as of August 7, 2023, the phrase “and thereafter within five Business Days after the end of each fiscal quarter” in Section 6(q) of the Sales Agreement is replaced with “and within five Business Days after each Representation Date”.

3. Effective as of August 7, 2023, the second paragraph of Section 1 of the Equity Distribution Agreement shall be, and it hereby is, amended and restated in its entirety as follows:

“The Company, the Adviser and the Administrator have also entered into separate sales agreements in substantially similar form to this Agreement with Xxxxxxxxxxx & Co. Inc. (“OpCo”) dated as of August 15, 2022 (the “OpCo Agreement”) and with X. Xxxxx Securities, Inc. (“X. Xxxxx,” and together with OpCo, the “Other Agents”) dated as of August 7, 2023 (the “X. Xxxxx Agreement,” together with the OpCo Agreement, the “Sales Agreements”).

4. Effective as of August 7, 2023, each reference in the Sales Agreement to “Sales Agreement” is revised to “Sales Agreements” and each reference in the Sales Agreement to “Other Agent” is revised to “Other Agents” each such alterations made mutatis mutandis.

Capitalized terms used herein and not defined shall have the respective meanings ascribed to such terms in the Sales Agreement. Sections 11, 12, 14, 15, 16, 17 and 19 of the Sales Agreement are hereby incorporated into this First Amendment. Except as set forth herein, the provisions of the Sales Agreement are not amended and remain in full force and effect.

[Signature Pages Follow]

IN WITNESS WHEREOF, the undersigned has entered into this First Amendment as of the date first written above.

GLADSTONE INVESTMENT CORPORATION
By:		/s/ Xxxxx Xxxxxxxxx
		Name: Xxxxx Xxxxxxxxx Title: Chairman and Chief Executive Officer
GLADSTONE MANAGEMENT CORPORATION
By:		/s/ Xxxxx Xxxxxxxxx
		Name: Xxxxx Xxxxxxxxx Title: Chief Executive Officer
GLADSTONE ADMINISTRATION, LLC
By:		/s/ Xxxxxxx X. XxXxxxx
		Name: Xxxxxxx X. XxXxxxx Title: President

[Signature Page to First Amendment to Sales Agreement – Virtu]

ACCEPTED as of the date first above written.

VIRTU AMERICAS LLC
By:		/s/ Xxxxxx X. Xxxxxxx
		Name: Xxxxxx X. Xxxxxxx
		Title: Managing Director

[Signature Page to First Amendment to Sales Agreement – Virtu]