EX-10.3



 Exhibit 10.3 

ASSIGNMENT AND ACCEPTANCE 

THIS ASSIGNMENT AND ACCEPTANCE AGREEMENT (this “Assignment Agreement”) is entered into as of the 19th day of June, 2015 by
and between KEYBANK NATIONAL ASSOCIATION (“Assignor”) and NEWBRIDGE BANK (“Assignee”). 
 PRELIMINARY
STATEMENTS 
 This Assignment and Acceptance Agreement is being executed and delivered in accordance with Section 11.1 of that
certain Fifth Amended and Restated Credit Agreement dated as of May 1, 2015 by and among Gladstone Business Loan, LLC, Gladstone Management Corporation, as Servicer, the Lenders and Managing Agents parties thereto from time to time and KeyBank
National Association, as Administrative Agent (as amended, modified or restated from time to time, the “Credit Agreement”). Capitalized terms used and not otherwise defined herein are used with the meanings set forth or incorporated
by reference in the Credit Agreement. 
 Assignor is selling and assigning to Assignee an undivided 11.1111% (the “Transferred
Percentage”) interest in all of Assignor’s rights and obligations under the Credit Agreement and the Transaction Documents, including, without limitation, Assignor’s Commitment and (if applicable) the Assignor’s Advances
outstanding as set forth herein. 
 AGREEMENT 

The parties hereto hereby agree as follows: 

The sale, transfer and assignment effected by this Assignment Agreement shall become effective (the “Effective Date”) on June
19, 2015 or such later date as a notice substantially in the form of Schedule II to this Assignment Agreement (“Effective Notice”) is delivered by the Administrative Agent, Assignor and Assignee. From and after the Effective Date,
Assignee shall be a Lender and Managing Agent party to the Credit Agreement for all purposes thereof as if Assignee were an original party thereto in such capacities, and Assignee agrees to be bound by all of the terms and provisions contained
therein. 
 If Assignor has no Advances outstanding under the Credit Agreement, on the Effective Date, Assignor shall be deemed to have
hereby transferred and assigned to Assignee, without recourse, representation or warranty (except as provided in paragraph 6 below), and the Assignee shall be deemed to have hereby irrevocably taken, received and assumed from Assignor, the
Transferred Percentage of Assignor’s Commitment and all rights and obligations associated therewith under the terms of the Credit Agreement, including, without limitation, the Transferred Percentage of Assignor’s future funding obligations
under Section 2.1 of the Credit Agreement. 
  
 ASSIGNMENT AND ACCEPTANCE 







 If Assignor has any Advances outstanding under the Credit Agreement, at or before 1:00 p.m.,
local time of Assignor, on the Effective Date, Assignee shall pay to Assignor, in immediately available funds, an amount equal to the sum of (i) the Transferred Percentage of Assignor’s Advances outstanding (such amount, being hereinafter
referred to as the “Assignee’s Principal”); (ii) all accrued but unpaid (whether or not then due) Interest attributable to Assignee’s transferred Principal; and (iii) accruing but unpaid fees and other costs and expenses payable
in respect of Assignee’s transferred Principal for the period commencing upon each date such unpaid amounts commence accruing, to and including the Effective Date (the “Assignee’s Acquisition Cost”); whereupon, Assignor
shall be deemed to have sold, transferred and assigned to Assignee, without recourse, representation or warranty (except as provided in paragraph 6 below), and Assignee shall be deemed to have hereby irrevocably taken, received and assumed from
Assignor, the Transferred Percentage of Assignor’s Commitment and Assignor’s Advances outstanding (if applicable) and all related rights and obligations under the Credit Agreement and the Transaction Documents, including, without
limitation, the Transferred Percentage of Assignor’s future funding obligations under Section 2.1 of the Credit Agreement. 

Concurrently with the execution and delivery hereof, Assignor will provide to Assignee copies of all documents requested by Assignee which
were delivered to Assignor pursuant to the Credit Agreement. 
 Each of the parties to this Assignment Agreement agrees that at any time and
from time to time upon the written request of any other party, it will execute and deliver such further documents and do such further acts and things as such other party may reasonably request in order to effect the purposes of this Assignment
Agreement. 
 By executing and delivering this Assignment Agreement, Assignor and Assignee confirm to and agree with each other, the
Administrative Agent, the Managing Agents and the other Lenders as follows: (a) other than the representation and warranty that it has not created any Lien upon any interest being transferred hereunder, Assignor makes no representation or warranty
and assumes no responsibility with respect to any statements, warranties or representations made by any other Person in or in connection with the Credit Agreement or the Transaction Documents or the execution, legality, validity, enforceability,
genuineness, sufficiency or value of Assignee, the Credit Agreement or any other instrument or document furnished pursuant thereto or the perfection, priority, condition, value or sufficiency of any collateral; (b) Assignor makes no representation
or warranty and assumes no responsibility with respect to the financial condition of the Borrower, the Servicer, the Originator, any Obligor or any Affiliate of the Borrower or the performance or observance by the Borrower, the Servicer, the
Originator, any Obligor, or any Affiliate of the Borrower of any of their respective obligations under the Transaction Documents or any other instrument or document furnished pursuant thereto or in connection therewith; (c) Assignee confirms that it
has received a copy of the Credit Agreement and copies of such other Transaction Documents, and other documents and information as it has requested and deemed appropriate to make its own credit analysis and decision to enter into this Assignment
Agreement; (d) Assignee will, independently and without reliance upon the Administrative Agent, any Managing Agent, any Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit
decisions in taking or not taking action under the Credit Agreement and the Transaction Documents; (e) Assignee appoints and authorizes the Administrative Agent to take such action 







 
as agent on its behalf and to exercise such powers under the Transaction Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably
incidental thereto; (f) Assignee appoints and authorizes NewBridge Bank as its Managing Agent to take such action as a managing agent on its behalf and to exercise such powers under the Transaction Documents as are delegated to the Managing Agents
by the terms thereof, together with such powers as are reasonably incidental thereto; and (g) Assignee agrees that it will perform in accordance with their terms all of the obligations which, by the terms of the Credit Agreement and the other
Transaction Documents, are required to be performed by it as a Lender. 
 Each party hereto represents and warrants to and agrees with the
applicable Managing Agent and the Administrative Agent that it is aware of and will comply with the provisions of the Credit Agreement, including, without limitation, Sections 2.1, 12.9 and 12.12 thereof. 

Schedule I hereto sets forth the revised Commitment of Assignor and the Commitment of Assignee, as well as administrative information with
respect to Assignee. 
 THIS ASSIGNMENT AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

 Assignee hereby covenants and agrees that, prior to the date which is one year and one day after the payment in full of all senior
indebtedness for borrowed money of any Lender, it will not institute against, or join any other Person in instituting against, such Lender any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other similar proceeding
under the laws of the United States or any state of the United States. 







 IN WITNESS WHEREOF, the parties hereto have caused this Assignment Agreement to be executed by
their respective duly authorized officers of the date hereof. 
  

			
	KEYBANK NATIONAL ASSOCIATION
		
	By:		 /s/ Michael O’Hern

	Title:		Senior Vice President
	
	NEWBRIDGE BANK
		
	By:		 /s/ James Boccardo

	Title:		Senior Vice President


  

	
	Consented and Acknowledged:
	
	KEYBANK NATIONAL ASSOCIATION,
	as Administrative Agent
	
	 /s/ Michael O’Hern

	Name: Michael O’Hern
	Title: Senior Vice President
	
	GLADSTONE BUSINESS LOAN, LLC
	
	 /s/ David Gladstone

	Name: David Gladstone
	Title: Chairman and CEO








 SCHEDULE I TO ASSIGNMENT AGREEMENT 

LIST OF LENDING OFFICES, ADDRESSES 

FOR NOTICES AND COMMITMENT AMOUNTS 
 Date: June
19, 2015 
 Transferred Percentage: 11.1111% 
  

									
	 	  	A-1	  	A-2	  	B-1	  	B-2
	 Assignor
	  	Commitment
(prior to giving effect to the
Assignment
Agreement)
	  	Commitment (after
giving effect to the
Assignment
Agreement)	  	Outstanding Advances
 (if any)
	  	Ratable Share
of Outstanding
Advances
		  	$90,000,000	  	$80,000,000	  	$49,676,470.59	  	44.12%
					
	 	  	 	  	A-2	  	B-1	  	B-2
	 Assignee
	  		  	Commitment (after
giving effect to the
Assignment
Agreement)	  	Outstanding Advances
 (if any)
	  	Ratable Share of
Outstanding Advances
		  		  	$10,000,000	  	$6,623,529.41	  	5.88%

 Address for Notices 

300 N. Main Street, Suite 203 
 Greenville, SC 29601 

Attention: James Boccardo 
 Phone: 704-804-6508 

james.boccardo@newbridgebank.com 







 SCHEDULE II TO ASSIGNMENT AGREEMENT 

EFFECTIVE NOTICE 
 TO: KeyBank National
Association, Assignor 
 TO: NewBridge Bank, Assignee 

300 N. Main Street, Suite 203 
 Greenville, SC 29601 

Attention: James Boccardo 
 Phone: 704-804-6508 

james.boccardo@newbridgebank.com 
 The
undersigned, as Administrative Agent under that certain Fifth Amended and Restated Credit Agreement dated as of May 1, 2015 by and among Gladstone Business Loan, LLC, Gladstone Management Corporation, as Servicer, the Lenders and Managing Agents
parties thereto from time to time and KeyBank National Association, as Administrative Agent, hereby acknowledges receipt of executed counterparts of a completed Assignment Agreement dated as of June 19, 2015 between KeyBank National Association, as
Assignor, and NewBridge Bank, as Assignee and approved by the Administrative Agent and the Borrower. Terms defined in such Assignment Agreement are used herein as therein defined. 

1. Pursuant to such Assignment Agreement, you are advised that the Effective Date will be June 19, 2015. 

2. Pursuant to such Assignment Agreement, the Assignee is required to pay $6,623,529.41 to Assignor at or before 1:00 p.m. (local time of Assignor) on the
Effective Date in immediately available funds. 







 
			
	Very truly yours,
	
	KEYBANK NATIONAL ASSOCIATION, as Administrative Agent
		
	By:		/s/ Michael O’Hern
		 	  

	Title:		Senior Vice President


 SCHEDULE II: ASSIGNMENT AND ACCEPTANCE