First Amendment to Sales Agreement, dated as of August 7, 2023, by and among the Company, Gladstone Management Corporation, Gladstone Administration, LLC and Oppenheimer & Co. Inc
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 Oppenheimer & Co. Inc. (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 B. Riley Securities, Inc. (B. Riley) as a participant in the Companys 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 B. Riley with respect to the Companys 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 Virtu Americas LLC (Virtu) dated as of August 15, 2022 (the Virtu Agreement) and with B. Riley Securities, Inc. (B. Riley, and together with Virtu, the Other Agents) dated as of August 7, 2023 (the B. Riley Agreement, together with the Virtu 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/ David Gladstone | |
Name: David Gladstone Title: Chairman and Chief Executive Officer | ||
GLADSTONE MANAGEMENT CORPORATION | ||
By: | /s/ David Gladstone | |
Name: David Gladstone Title: Chief Executive Officer | ||
GLADSTONE ADMINISTRATION, LLC | ||
By: | /s/ Michael B. LiCalsi | |
Name: Michael B. LiCalsi | ||
Title: President |
[Signature Page to First Amendment to Sales Agreement OpCo]
ACCEPTED as of the date first above written. | ||
OPPENHEIMER & CO. INC. | ||
By: | /s/ JD Nelson | |
Name: JD Nelson | ||
Title: Managing Director |
[Signature Page to First Amendment to Sales Agreement OpCo]