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0000950123-11-093494 Sample Contracts

GLADSTONE CAPITAL CORPORATION Up to 1,610,000 Shares of Preferred Stock UNDERWRITING AGREEMENT
Underwriting Agreement • October 31st, 2011 • Gladstone Capital Corp • New York

Gladstone Capital Corporation, a Maryland corporation (the “Company”), Gladstone Management Corporation, a Delaware corporation (the “Adviser”), and Gladstone Administration LLC, a Delaware limited liability company (the “Administrator”) each confirms with Janney Montgomery Scott LLC (“JMS”) and each of the other underwriters named in Exhibit A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 8 hereof), for whom JMS is acting as the representative (in such capacity, the “Representative”), with respect to the issuance and sale by the Company of a total of 1,400,000 shares (the “Initial Securities”) of the Company’s preferred stock, par value $0.001 per share (the “Preferred Stock”), and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of Initial Securities set forth opposite their respective names in Exhibit A hereto, and with respect to the grant by the Com