GOLUB CAPITAL BDC, INC. Shares of Common Stock, $0.001 par value per share EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • August 21st, 2014 • Golub Capital BDC, Inc. • New York
The undersigned, the Chief Executive Officer and the Chief Financial Officer of Golub Capital BDC, Inc., a Delaware corporation (the “Company”), pursuant to Section 7(o) of the Equity Distribution Agreement, dated as of August 20, 2014 (the “Equity Distribution Agreement”), by and among the Company, GC Advisors LLC, a Delaware limited liability company (the "Adviser"), and Golub Capital LLC, a Delaware limited liability company (the "Administrator"), and UBS Securities LLC ("UBS Securities"), providing for the offer and sale by the Company to UBS Securities of shares of the Company's common stock, par value $0.001 per share, having an aggregate offering price of up to $75,000,000.00, hereby certify that they are authorized to execute this Officers' Certificate in the name and on behalf of the Company.
