9. Termination.
(a) The Company shall have the right, by giving notice as hereinafter specified to terminate this Agreement in its sole
discretion at any time. Any such termination shall be without liability of any party to any other party except that the provisions of Section 5, Section 8, Section 10,
Section 13, Section 15 and Section 16 hereof shall remain in full force and effect notwithstanding such termination.
(b) The Agent shall have the right, by giving notice as hereinafter specified to terminate this Agreement in its sole
discretion at any time. Any such termination shall be without liability of any party to any other party except that the provisions of Section 5, Section 8, Section 10,
Section 13, Section 15 and Section 16 hereof shall remain in full force and effect notwithstanding such termination.
(c) This Agreement shall remain in full force and effect unless terminated pursuant to Sections 9(a) or (b) above or
otherwise by mutual agreement of the parties; provided, however, that any such termination by mutual agreement shall in all cases be deemed to provide that Section 5, Section 8, Section 10, Section 13, Section 15 and
Section 16 shall remain in full force and effect.
(d) Except as otherwise provided in
Section 7(l), any termination of this Agreement shall be given at least five (5) calendar days in advance of the effective date specified in such notice of termination; provided, however, that such termination
shall not be effective earlier than the close of business on the date of receipt of such notice by the Agent or the Company, as the case may be. If such termination shall occur on or after a trade date and prior to the Settlement Date for any sale
of Shares, such Shares shall settle in accordance with the provisions of this Agreement.
10. Representations and Indemnities to
Survive. The respective agreements, representations, warranties, indemnities and other statements of the Company or its officers and of the Agent set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of
any investigation made by or on behalf of the Agent or the Company or any of the officers, directors, employees, agents or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for
the Shares. The provisions of Section 5, Section 8, Section 10, Section 13, Section 15 and
Section 16 shall survive the termination or cancellation of this Agreement.
11. Notices. All
communications hereunder will be in writing and effective only on receipt, and, if sent to the Agent, will be mailed, delivered or emailed to (i) Oppenheimer & Co. Inc., 85 Broad Street, New York, NY 10004, email:
Thomas.villano@opco.com, Attention: Tom Villano, and Dechert LLP, 1900 K Street, Washington, DC 20006, email: harry.pangas@dechert.com, Attention: Harry S. Pangas, Esq.; or, if sent to the Company, the Adviser or the Administrator, will be mailed,
delivered or telefaxed to it at (703) 287-5801 and confirmed to it at Gladstone Investment Corporation, 1521 Westbranch Drive, Suite 100, McLean, Virginia 22102, email: Michael.LiCalsi@gladstonecompanies.com;
Attention: Michael LiCalsi, with a copy to William J. Tuttle, P.C. and Erin M. Lett, Kirkland & Ellis LLP, 1301 Pennsylvania Avenue NW, Washington, DC 20004, email: william.tuttle@kirkland.com; erin.lett@kirkland.com (which copy shall not
constitute notice).
12. Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto and their
respective successors and the officers, directors, employees, agents and controlling persons referred to in Section 8 hereof, and no other person will have any right or obligation hereunder.
13. No Fiduciary Duty. The Company hereby acknowledges that (a) the offering and sale of the Shares pursuant to this Agreement is
an arms-length commercial transaction between the Company, on the one hand, and the Agent and any affiliate through which it may be acting, on the other, (b) the Agent has not assumed an advisory or
fiduciary responsibility in favor of the Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether the Agent has advised or is currently advising the Company on related or other matters), and
(c) the Companys engagement of the Agent in connection with the offering and the process leading up to the offering is as independent contractors and not in any other capacity. Furthermore, the Company agrees that it is solely responsible
for making its own judgments in connection with the offering (irrespective of whether the Agent has advised or is currently advising the Company on related or other matters). The Company agrees that it will not claim that the Agent has rendered
advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto.
23