EX-4.5





 Exhibit 4.5 

Execution Version 

SECOND SUPPLEMENTAL INDENTURE 

between 
 GLADSTONE
INVESTMENT CORPORATION 
 and 

UMB BANK, NATIONAL ASSOCIATION, as Trustee 

Dated as of March 2, 2021 

THIS SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”), dated as of March 2, 2021, is between
Gladstone Investment Corporation, a Delaware corporation (the “Company”), and UMB Bank, National Association, as trustee (the “Trustee”). All capitalized terms used herein shall have the meaning set forth in the
Base Indenture (as defined below). 
 RECITALS OF THE COMPANY 

WHEREAS, the Company and the Trustee executed and delivered an Indenture, dated as of May 22, 2020 (the “Base Indenture”
and, as supplemented by this Second Supplemental Indenture, the “Indenture”), to provide for the issuance by the Company from time to time of the Securities, to be issued in one or more series as provided in the Base Indenture; 

WHEREAS, the Company previously entered into the First Supplemental Indenture, dated as of May 22, 2020 (the “First Supplemental
Indenture”), which amended and supplemented the Base Indenture. The First Supplemental Indenture is not applicable to the Notes and no Securities are outstanding under the First Supplemental Indenture; 

WHEREAS, the Company desires to initially issue and sell $127,937,500 aggregate principal amount (including $16,687,500 aggregate principal
amount pursuant to the underwriters’ overallotment option) of the Company’s 5.00% Notes due 2026 (the “Notes”); 

WHEREAS, Sections 2.01, 9.01(d) and 9.01(f) of the Base Indenture provide that, without the consent of the Holders of the Notes, the
Company, when authorized by or pursuant to a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental to the Base Indenture to (i) change or eliminate any of the provisions of the
Base Indenture; provided that any such change or elimination shall become effective only when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such
provision; and (ii) establish the form or terms of Securities of any series as permitted by Section 2.01 of the Base Indenture; 

WHEREAS, the Company desires to establish the form and terms of the Notes and to modify, alter, supplement and change certain provisions of
the Base Indenture for the benefit of the Holders of the Notes (except as may be provided in a future supplemental indenture to the Indenture (each, a “Future Supplemental Indenture”)); and 












 WHEREAS, the Company has duly authorized the execution and delivery of this Second
Supplemental Indenture to provide for the issuance of the Notes and all acts and things necessary to make this Second Supplemental Indenture a valid, binding, and legal obligation of the Company and to constitute a valid agreement of the Company, in
accordance with its terms, have been done and performed. 
 NOW, THEREFORE, for and in consideration of the premises and the purchase of the
Notes by the Holders thereof, it is mutually agreed, for the equal and proportionate benefit of all Holders of the Notes, as follows: 

ARTICLE I 
 TERMS OF THE
NOTES 
 Section 1.01. Terms of the Notes. The following terms relating to the Notes are hereby
established: 
 (a) The Notes shall constitute a series of Securities having the title “5.00% Notes due 2026”. The Notes shall bear
a CUSIP number of 376546 800 and an ISIN number of US3765468000, as may be supplemented or replaced from time to time. 
 (b) The aggregate
principal amount of the Notes that may be initially authenticated and delivered under the Indenture (except for Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to
Sections 2.05, 2.06, 2.07, and 9.04 of the Base Indenture and Section 3.02(a) of the Indenture) shall be $127,937,500 (including $16,687,500 aggregate principal amount pursuant to the underwriters’ overallotment option). As authorized
under a Board Resolution or Officer’s Certificate pursuant to a Board Resolution, the Company and the Trustee may enter into a Future Supplemental Indenture pursuant to which the Company may from time to time, without the consent of the Holders
of the Notes, issue additional Notes (in any such case, “Additional Notes”) having the same ranking and the same interest rate, maturity and other terms as the Notes; provided that, if such Additional Notes are not fungible with the
Notes (or any other tranche of Additional Notes) for U.S. federal income tax purposes, then such Additional Notes shall have different CUSIP numbers from the Notes (and any such other tranche of Additional Notes). Any Additional Notes and the
existing Notes shall constitute a single series under the Indenture, and all references to the relevant Notes herein shall include the Additional Notes unless the context otherwise requires. 

(c) The entire outstanding principal of the Notes shall be payable on May 1, 2026 unless earlier redeemed or repurchased in accordance
with the provisions of the Indenture. 
 (d) The rate at which the Notes shall bear interest shall be 5.00% per annum. The date from which
interest shall accrue on the Notes shall be March 2, 2021, or the most recent Interest Payment Date to which interest has been paid or provided for; the Interest Payment Dates for the Notes shall be February 1, May 1, August 1
and November 1 of each year, commencing May 1, 2021 (provided that, if an Interest Payment Date falls on a day that is not a Business Day, then the applicable interest payment shall be made on the next succeeding Business Day and no
additional interest shall accrue as a result of such delayed payment); the initial interest period shall be the period from and including March 2, 2021, to, but excluding, the initial Interest Payment Date, and the subsequent interest periods
shall be the periods from and including an Interest Payment Date to, but excluding, the next Interest Payment Date or the Stated Maturity, as the case may be; the interest so payable, and punctually paid or duly provided for, on any Interest Payment
Date, shall be paid to the Person in whose name the Note (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be January 15, April 15, July 15 or
October 15 (whether or not a Business Day), as the case 

  
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may be, next preceding such Interest Payment Date. Payment of principal of (and premium, if any, on) and any such interest on the Notes shall be made at the office of the Trustee located at 928
Grand Boulevard, 12th Floor, Kansas City, Missouri 64106, Attention: Gladstone Investment Corporation (5.00% Notes Due 2026) or at such other address as designated by the Trustee, in such coin or currency of the United States of America as at the
time of payment is legal tender for payment of public and private debts; provided, however, that, at the option of the Company, payment of interest may be made by check mailed to the address of the Person entitled thereto as such
address shall appear in the Security Register; provided, further, however, that, at the request of the registered Holder, the Company will pay the principal of (and premium, if any, on) and interest, if any, on the Notes by wire transfer of
immediately available funds to an account at a bank in Kansas City, Missouri, on the date when such amount is due and payable and as further set forth in Section 4.01 of the Base Indenture;
provided, further, however, that, so long as the Notes are registered to Cede & Co., such payment shall be made by wire transfer in accordance with the procedures established by DTC and the Trustee. Interest
on the Notes shall be computed on the basis of a 360-day year of twelve 30-day months. 

(e) The Notes shall be initially issuable in global form (each such Note, a “Global Note”). The Global Notes and the
Trustee’s certificate of authentication thereon shall be substantially in the form of Exhibit A to this Second Supplemental Indenture. Each Global Note shall represent the aggregate principal amount of the outstanding
Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented
thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any new Global Note reflecting the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made
by the Trustee in accordance with Section 3.03 of the Indenture. 
 (f) The depositary for such Global Notes (the
“Depository”) shall be DTC. The Security Registrar with respect to the Global Notes shall be the Trustee. 
 (g) The Notes
shall be redeemable pursuant to Section 3.01 of the Base Indenture and as follows: 
 (i) The Notes shall be redeemable
in whole or in part at any time or from time to time, at the option of the Company, on or after May 1, 2023, at a Redemption Price equal to 100% of the outstanding principal amount thereof plus accrued and unpaid interest payments otherwise
payable for the then-current quarterly interest period accrued to, but excluding, the Redemption Date. 
 (ii) Notice of
redemption shall be given in writing and mailed, first-class postage prepaid or by overnight courier guaranteeing next-day delivery, to each Holder of the Notes to be redeemed, not less than thirty
(30) nor more than sixty (60) days prior to the Redemption Date, at the Holder’s address appearing in the Security Register. All notices of redemption shall contain the information set forth in Section 3.02(a) of the Indenture.

 (iii) Any exercise of the Company’s option to redeem the Notes shall be done in compliance with the Indenture and the
Investment Company Act, to the extent applicable. 
 (iv) If the Company elects to redeem only a portion of the Notes, the
Trustee or, with respect to the Global Notes, the Depository shall determine the method for selecting the particular Notes to be redeemed, in accordance with Section 3.02(b) of the Indenture, the Investment Company Act and the rules of any
national securities exchange or quotation system on which the Notes are listed, in each case to the extent applicable. 

  
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 (v) Unless the Company defaults in payment of the Redemption Price, on and
after the Redemption Date, interest shall cease to accrue on the Notes called for redemption hereunder. 
 (h) The Notes shall not be subject
to any sinking fund pursuant to Section 3.04 of the Base Indenture. 
 (i) The Notes shall be issuable in denominations of $25 and
integral multiples of $25 in excess thereof. 
 (j) Holders of the Notes shall not have the option to have the Notes repaid prior to the
Stated Maturity. 
 ARTICLE II 

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 

Section 2.01. Except as may be provided in a Future Supplemental Indenture, for the benefit of the Holders of the
Notes but no other series of Securities under the Indenture, whether now or hereafter issued and Outstanding, Article 1 of the Base Indenture shall be amended by adding the following defined terms to Section 1.01 in appropriate
alphabetical sequence, as follows: 
 “‘Commission’ means the Securities and Exchange Commission, as from time to time
constituted, created under the Exchange Act, or, if at any time after the execution of this instrument such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body performing such duties
at such time.” 
 “‘GAAP’ means generally accepted accounting principles in the United States set forth in the
opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants, the opinions and pronouncements of the Public Company Accounting Oversight Board and the statements and pronouncements of the
Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession in the United States, which are in effect from time to time.” 

“Investment Company Act’ means the United States Investment Company Act of 1940, as amended, and the rules, regulations and
interpretations promulgated thereunder, to the extent applicable, and any statute successor thereto.” 

“‘Maturity’, when used with respect to any Note, means the date on which the principal of such Note or an installment of
principal becomes due and payable as therein or herein provided, whether at the Stated Maturity or by declaration of acceleration, notice of redemption, notice of option to elect repayment, notice of exchange or conversion or otherwise.” 

“‘Redemption Date’, when used with respect to any Note to be redeemed, in whole or in part, means the date fixed for
such redemption by or pursuant to this Indenture.” 
 “‘Redemption Price’, when used with respect to any Note to
be redeemed, means the price at which it is to be redeemed pursuant to this Indenture.” 

  
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 “‘Regular Record Date’ for the interest payable on any Interest
Payment Date on the Notes means the date specified for that purpose as contemplated by Section 1.01(d) of this Second Supplemental Indenture.” 

Section 2.02. Except as may be provided in a Future Supplemental Indenture, for the benefit of the Holders of the
Notes but no other series of Securities under the Indenture, whether now or hereafter issued and Outstanding, Article 1 of the Base Indenture shall be amended by replacing the definitions of “Business Day” and “Trustee” in
Section 1.01 with the following: 
 “‘Business Day’, when used with respect to any particular location referred
to in this Indenture or in the Notes, means each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which banking institutions in The City of New York, Kansas City, Missouri or the city in which the Corporate Trust Office is
located or that particular location are authorized or obligated by law or executive order to close.” 

“‘Trustee’ means UMB Bank, National Association, and, subject to the provisions of Article 7 of the Base Indenture, its
successors and assigns under the Indenture.” 
 Section 2.03. Except as may be provided in a Future
Supplemental Indenture, for the benefit of the Holders of the Notes but no other series of Securities under the Indenture, whether now or hereafter issued and Outstanding, the first paragraph of Section 1.01 of the Base Indenture shall be
amended and restated as follows: 
 The terms defined in this Section (except as in this Indenture or any indenture supplemental hereto
otherwise expressly provided or unless the context otherwise requires) for all purposes of this Indenture and of any indenture supplemental hereto shall have the respective meanings specified in this Section and shall include the plural as well as
the singular. All other terms used in this Indenture that are defined in the Trust Indenture Act, or that are by reference in such Act defined in the Securities Act of 1933, as amended (except as herein or any indenture supplemental hereto otherwise
expressly provided or unless the context otherwise requires), shall have the meanings assigned to such terms in said Trust Indenture Act and in said Securities Act as in force at the date of the execution of this instrument. Any reference to
“execute”, “executed”, “sign”, “signed”, “signature” or any other like term hereunder shall include execution by electronic signature (including, without limitation, any .pdf file, .jpeg file, or any
other electronic or image file, or any “electronic signature” as defined under the U.S. Electronic Signatures in Global and National Commerce Act (E-SIGN) or the New York Electronic Signatures and
Records Act (ESRA), which includes any electronic signature provided using Orbit, Adobe Fill & Sign, Adobe Sign, DocuSign, or any other similar platform identified by the Company and reasonably available at no undue burden or expense to the
Trustee), except to the extent the Trustee requests otherwise. Any such electronic signatures shall be valid, effective and legally binding as if such electronic signatures were handwritten signatures and shall be deemed to have been duly and
validly delivered for all purposes hereunder. 
 ARTICLE III 

REDEMPTION OF NOTES 

Section 3.01. Except as may be provided in a Future Supplemental Indenture, for the benefit of the Holders of the
Notes but no other series of Securities under the Indenture, whether now or hereafter issued and Outstanding, the first paragraph of Section 3.02(a) of the Base Indenture shall be amended by replacing the text thereof with the following: 

  
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 “In case the Company shall desire to exercise such right to redeem all or, as the case
may be, a portion of the Securities of any series in accordance with any right the Company reserved for itself to do so pursuant to Section 2.01 hereof, the Company shall, or shall cause the Trustee to, give notice of such redemption to holders
of the Securities of such series to be redeemed by mailing, first class postage prepaid, a notice of such redemption not less than 30 days and not more than 60 days before the date fixed for redemption of that series to such holders at their last
addresses as they shall appear upon the Security Register, unless a shorter period is specified in the Securities to be redeemed. Any notice that is mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether
or not the registered holder receives the notice. In any case, failure duly to give such notice to the holder of any Security of any series designated for redemption in whole or in part, or any defect in the notice, shall not affect the validity of
the proceedings for the redemption of any other Securities of such series or any other series. In the case of any redemption of Securities prior to the expiration of any restriction on such redemption provided in the terms of such Securities or
elsewhere in this Indenture, the Company shall furnish the Trustee with an Officers’ Certificate evidencing compliance with any such restriction.” 

Section 3.02. Except as may be provided in a Future Supplemental Indenture, for the benefit of the Holders of the
Notes but no other series of Securities under the Indenture, whether now or hereafter issued and Outstanding, Section 3.02(b) of the Base Indenture shall be amended by replacing the text thereof with the following: 

“If less than all the Notes are to be redeemed, the particular Notes to be redeemed shall be selected by the Trustee, or by the
Depository in the case of Global Notes, in compliance with the requirements of DTC, from the Outstanding Notes not previously called for redemption, in compliance with the requirements of the principal national securities exchange on which the Notes
are listed (if the Notes are listed on any national securities exchange), or if the Notes are not held through DTC or not listed on any national securities exchange, or DTC prescribed no method of selection, by lot or such method as the Trustee
shall deem fair and appropriate, and may provide for the selection for redemption of portions (equal to the minimum authorized denomination for the Notes or any integral multiple thereof) of the principal amount of the Notes of a denomination larger
than the minimum authorized denomination for the Notes; provided, however, that no such partial redemption shall reduce the portion of the principal amount of a Note not redeemed to less than the minimum authorized denomination for the
Notes.” 
 Section 3.03. Except as may be provided in a Future Supplemental Indenture, for the benefit of the
Holders of the Notes but no other series of Securities under the Indenture, whether now or hereafter issued and Outstanding, Section 3.03(a) of the Base Indenture shall be amended by replacing the text thereof with the following: 

“If the giving of notice of redemption shall have been completed as above provided, the Securities or portions of Securities of the
series to be redeemed specified in such notice shall become due and payable on the date and at the place stated in such notice at the applicable redemption price, together with interest accrued to the date fixed for redemption and interest on such
Securities or portions of Securities shall cease to accrue on and after the date fixed for redemption, unless the Company shall default in the payment of such redemption price and accrued interest with respect to any such Security or portion
thereof. On presentation and surrender of such Securities on or after the date fixed for redemption at the place of payment specified in the notice, said Securities shall be paid and redeemed at the applicable redemption price for such series,
together with interest accrued thereon to the date fixed for redemption (but if the date fixed for redemption is an interest payment date, the interest installment payable on such date shall be payable to the registered holder at the close of
business on the applicable record date pursuant to Section 2.03).” 

  
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 ARTICLE IV 

COVENANTS 

Section 4.01. Except as may be provided in a Future Supplemental Indenture, for the benefit of the Holders of the
Notes but no other series of Securities under the Indenture, whether now or hereafter issued and Outstanding, Article 4 of the Base Indenture shall be amended by adding the following new Sections 4.06, 4.07 and 4.08 thereto, each as set
forth below: 
 “Section 4.06. Section 18(a)(1)(A) of the Investment Company Act. 

The Company hereby agrees that for the period of time during which Notes are Outstanding, the Company will not violate
Section 18(a)(1)(A) as modified by Section 61(a)(2) of the Investment Company Act or any successor provisions, whether or not the Company continues to be subject to such provisions of the Investment Company Act, but giving effect, in
either case, to any exemptive relief granted to the Company by the Commission.” 
 “Section 4.07. Section 18(a)(1)(B) of the
Investment Company Act. 
 The Company hereby agrees that for the period of time during which Notes are Outstanding, the Company shall
not declare any dividend (except a dividend payable in stock of the Company), or declare any other distribution, upon a class of the Company’s capital stock, or purchase any such capital stock, unless, in every such case, at the time of the
declaration of any such dividend or distribution, or at the time of any such purchase, the Company has an asset coverage (as defined in the Investment Company Act) of at least the threshold specified in Section 18(a)(1)(B) as modified by
Section 61(a)(2) of the Investment Company Act or any successor provisions thereto of the Investment Company Act, after deducting the amount of such dividend, distribution or purchase price, as the case may be, and giving effect, in each case,
to any no-action relief granted by the Commission to another business development company and upon which the Company may reasonably rely (or to the Company if it determines to seek such similar no-action or other relief) permitting the business development company to declare any cash dividend or distribution notwithstanding the prohibition contained in Section 18(a)(1)(B) as modified by
Section 61(a)(2) of the Investment Company Act, in order to maintain such business development company’s status as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended.” 

“Section 4.08. Commission Reports and Reports to Holders. 

If, at any time, the Company is not subject to the reporting requirements of Sections 13 or 15(d) of the Exchange Act to file any
periodic reports with the Commission, the Company agrees to furnish to Holders of the Notes and the Trustee for the period of time during which the Notes are Outstanding: (i) within 90 days after the end of the each fiscal year of the
Company, audited annual consolidated financial statements of the Company and (ii) within 45 days after the end of each fiscal quarter of the Company (other than the Company’s fourth fiscal quarter), unaudited interim consolidated
financial statements of the Company. All such financial statements shall be prepared, in all material respects, in accordance with GAAP.” 

  
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 ARTICLE V 

REMEDIES 

Section 5.01. Except as may be provided in a Future Supplemental Indenture, for the benefit of the Holders of the
Notes but no other series of Securities under the Indenture, whether now or hereafter issued and Outstanding, Section 6.01(a) of the Base Indenture shall be amended and restated as follows: 

“(a) Whenever used herein with respect to the Notes, “Event of Default” means any one or more of the following events that has
occurred and is continuing: 
  

	 	(1)	 default in the payment of any interest upon any Note when such interest becomes due and payable, and
continuance of such default for a period of 30 days; or 


  

	 	(2)	 default in the payment of the principal of any Note when it becomes due and payable at its Maturity; or



  

	 	(3)	 default in the performance, or breach, of any covenant or agreement of the Company in this Indenture with
respect to any Note (other than a covenant or agreement a default in whose performance or whose breach is elsewhere in this Section specifically dealt with or which has expressly been included in this Indenture solely for the benefit of a series of
Securities other than the Notes), and continuance of such default or breach for a period of 60 days after there has been given, by registered or certified mail, to the Company by the Trustee or to the Company and the Trustee by the Holders of at
least 25% in principal amount of the Outstanding Notes a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder; 



 

	 	(4)	 the Company, pursuant to or within the meaning of any Bankruptcy Law: 



 

	 	a.	 commences a voluntary case or proceeding under any Bankruptcy Law, 



 

	 	b.	 consents to the commencement of any bankruptcy or insolvency case or proceeding against it, or files a petition
or answer or consent seeking reorganization or relief against it, 


  

	 	c.	 consents to the entry of a decree or order for relief against it in an involuntary case or proceeding,



  

	 	d.	 consents to the filing of such petition or to the appointment of or taking possession by a Custodian of the
Company or for all or substantially all of its property, or 


  

	 	e.	 makes an assignment for the benefit of creditors, or admits in writing of its inability to pay its debts
generally as they become due or takes any corporate action in furtherance of any such action; or 


  

	 	(5)	 a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:



  

	 	a.	 is for relief against the Company in an involuntary case or proceeding, or 



 

	 	b.	 adjudges the Company bankrupt or insolvent, or approves as properly filed a petition seeking reorganization,
arrangement, adjustment or composition of or in respect of the Company, or 


  

	 	c.	 appoints a Custodian of the Company or for all or substantially all of its property, or 



  
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	 	d.	 orders the winding up or liquidation of the Company, and the continuance of any such decree or order for relief
or any such other decree or order unstayed and in effect for a period of 90 consecutive days; or 


  

	 	(6)	 if, pursuant to Sections 18(a)(1)(c)(ii) and 61 of the Investment Company Act, on the last business day of each
of twenty-four consecutive calendar months the Notes shall have an asset coverage (as such term is used in the Investment Company Act) of less than 100%.” 



Section 5.02. Except as may be provided in a Future Supplemental Indenture, for the benefit of the Holders of the
Notes but no other series of Securities under the Indenture, whether now or hereafter issued and Outstanding, Section 6.01(b) of the Base Indenture shall be amended and restated as follows: 

“(b) In each and every such case, unless the principal of all the Notes shall have already become due and payable, either the Trustee or
the holders of not less than 25% in aggregate principal amount of the Notes then Outstanding hereunder, by notice in writing to the Company (and to the Trustee if given by such Holders), may declare the principal of and accrued and unpaid interest
on all the Notes to be due and payable immediately, and upon any such declaration the same shall become and shall be immediately due and payable.” 

ARTICLE VI 

MISCELLANEOUS 

Section 6.01. This Second Supplemental Indenture and the Notes shall be governed by and construed in accordance with
the law of the State of New York. This Second Supplemental Indenture is subject to the provisions of the Trust Indenture Act that are required to be part of the Indenture and shall, to the extent applicable, be governed by such provisions. 

Section 6.02. In case any provision in this Second Supplemental Indenture or in the Notes shall be invalid, illegal
or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 

Section 6.03. This Second Supplemental Indenture may be executed in any number of counterparts, each of which so
executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same Second Supplemental Indenture. The exchange of copies of this Second Supplemental Indenture and of signature pages by facsimile,
..pdf transmission, email or other electronic means shall constitute effective execution and delivery of this Second Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile, .pdf transmission, email or other
electronic means shall be deemed to be their original signatures for all purposes. 
 Section 6.04. The Base
Indenture, as supplemented and amended by this Second Supplemental Indenture, is in all respects ratified and confirmed, and the Base Indenture and this Second Supplemental Indenture shall be read, taken and construed as one and the same instrument
with respect to the Notes. All provisions included in this Second Supplemental Indenture supersede any conflicting provisions included in the Base Indenture with respect to the Notes, unless not permitted by law. The Trustee accepts the trusts
created by the Base Indenture, as supplemented by this Second Supplemental Indenture, and agrees to perform the same upon the terms and conditions of the Base Indenture, as supplemented by this Second Supplemental Indenture. 

  
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 Section 6.05. The provisions of this Second Supplemental Indenture
shall become effective as of the date hereof. 
 Section 6.06. Notwithstanding anything else to the contrary
herein, the terms and provisions of this Second Supplemental Indenture shall apply only to the Notes and shall not apply to any other series of Securities under the Indenture, and this Second Supplemental Indenture shall not and does not otherwise
affect, modify, alter, supplement or change the terms and provisions of any other series of Securities under the Indenture, whether now or hereafter issued and Outstanding. 

Section 6.07. The recitals contained herein and in the Notes, except the Trustee’s certificate of
authentication, shall be taken as the statements of the Company, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Second Supplemental Indenture, the Notes
or any Additional Notes, except that the Trustee represents that it is duly authorized to execute and deliver this Second Supplemental Indenture, authenticate the Notes and any Additional Notes and perform its obligations hereunder. The Trustee
shall not be accountable for the use or application by the Company of the Notes or any Additional Notes or the proceeds thereof. 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be
duly executed as of the date first above written. 
  

			
	GLADSTONE INVESTMENT CORPORATION
		
	By:	 	 /s/ David Gladstone

	Name:	 	David Gladstone
	Title:	 	Chairman and Chief Executive Officer
	
	UMB BANK, NATIONAL ASSOCIATION, as Trustee
		
	By:	 	 /s/ Lara L. Stevens

	Name:	 	Lara L. Stevens
	Title:	 	Vice President



  
 [Signature page to
Second Supplemental Indenture] 













 Exhibit A — Form of Global Note 

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST
COMPANY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN THE DEPOSITORY TRUST COMPANY
OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. 
 UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT AND SUCH CERTIFICATE ISSUED IN EXCHANGE FOR THIS CERTIFICATE IS REGISTERED IN THE NAME OF CEDE & CO., OR SUCH OTHER
NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL, AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN. 
 Gladstone Investment Corporation 
  

			
	No.	  	$                                    
   
		  	CUSIP No. 376546 800   
		  	ISIN No. US3765468000

 5.00% Notes due 2026 

Gladstone Investment Corporation, a corporation duly organized and existing under the laws of Delaware (herein called the “Company,”
which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of ____________________ (U.S. $ ____________________)
on May 1, 2026, and to pay interest thereon from March 2, 2021 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, quarterly on February 1, May 1, August 1 and November 1
in each year, commencing May 1, 2021, at the rate of 5.00% per annum, until the principal hereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date shall, as
provided in such Indenture, be paid to the Person in whose name this Security is registered at the close of business on the Regular Record Date for such interest, which shall be January 15, April 15, July 15 and October 15,
whether or not a Business Day, as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the Holders of the Notes on such Regular Record Date
and may either be paid to the Person in whose name this Security is registered at the close of business on a special record date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of
Securities of this series not less than 10 days prior to such special record date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be
listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. This Security may be issued as part of a series. 












 Payment of the principal of (and premium, if any, on) and any such interest on this Security
shall be made at the office of the Trustee located at 928 Grand Boulevard, 12th Floor, Kansas City, Missouri 64106, Attention: Gladstone Investment Corporation (5.00% Notes Due 2026) or at such other address as designated by the Trustee, in such
coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that, at the option of the Company payment of interest may be made by check mailed
to the address of the Person entitled thereto as such address shall appear in the Security Register; provided, further, however, that, at the request of the registered Holder, the Company will pay the principal of (and premium, if any, on)
and interest, if any, on the Securities by wire transfer of immediately available funds to an account at a bank in Kansas City, Missouri, on the date when such amount is due and payable and as further set forth in Section 4.01 of the Base
Indenture; provided, further, however, that so long as this Security is registered to Cede & Co., such payment shall be made by wire transfer in accordance with the procedures established by DTC and the Trustee. 

Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place. 
 Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. 

  
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 IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed. 

Dated: 
  

			
	GLADSTONE INVESTMENT CORPORATION
		
	By:	 	  

		 	Name:
		 	Title:


  

			
	Attest
		
	By:	 	  

	Name:
	Title:

 This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. 

Dated: 
  

			
	 UMB BANK, NATIONAL ASSOCIATION,
 as
Trustee

		
	By:	 	  

		 	 Name:
 Title:




  
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 Gladstone Investment Corporation 

5.00% Notes due 2026 
 This
Security is one of a duly authorized issue of Securities of the Company (herein called the “Securities”), issued and to be issued in one or more series under an Indenture, dated as of May 22, 2020 (herein called the
“Base Indenture”), between the Company and UMB Bank, National Association, as Trustee (herein called the “Trustee,” which term includes any successor trustee under the Base Indenture), and reference is hereby made
to the Base Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee, and the Holders of the Securities and of the terms upon which the Securities are, and are to be,
authenticated and delivered, as supplemented by the Second Supplemental Indenture, dated as of March 2, 2021, by and between the Company and the Trustee (herein called the “Second Supplemental Indenture,” the Second
Supplemental Indenture and the Base Indenture collectively are herein called the “Indenture”). In the event of any conflict between the Base Indenture and the Second Supplemental Indenture, the Second Supplemental Indenture shall
govern and control. 
 This Security is one of the series designated on the face hereof, which series is initially limited in aggregate
principal amount to $127,937,500 (including $16,687,500 aggregate principal amount pursuant to the underwriters’ overallotment option). Under a Board Resolution, Officers’ Certificate pursuant to Board Resolutions or an indenture
supplement, the Company may from time to time, without the consent of the Holders of Securities, issue additional Securities of this series (in any such case “Additional Securities”) having the same ranking and the same interest
rate, maturity and other terms as the Securities; provided that, if such Additional Securities are not fungible with the Securities (or any other tranche of Additional Securities for U.S. federal income tax purposes, then such Additional Securities
shall have a different CUSIP number from the Securities (and any such other tranche of Additional Securities). Any Additional Securities and the existing Securities shall constitute a single series under the Indenture and all references to the
relevant Securities herein shall include the Additional Securities unless the context otherwise requires. The aggregate amount of outstanding Securities represented hereby may from time to time be reduced or increased, as appropriate, to reflect
exchanges and redemptions. 
 The Securities of this series are subject to redemption in whole or in part at any time or from time to time,
at the option of the Company, on or after May 1, 2023, at a Redemption Price equal to 100% of the outstanding principal amount thereof plus accrued and unpaid interest payments otherwise payable for the then-current quarterly interest period
accrued to, but excluding, the Redemption Date. 
 Notice of redemption shall be given in writing and mailed, first-class postage prepaid or
by overnight courier guaranteeing next-day delivery, to each Holder of the Securities to be redeemed, not less than thirty (30) nor more than sixty (60) days prior to the Redemption Date, at the
Holder’s address appearing in the Security Register. All notices of redemption shall contain the information set forth in Section 3.02(a) of the Indenture. 

Any exercise of the Company’s option to redeem the Securities shall be done in compliance with the Indenture and the Investment Company
Act, to the extent applicable. 
 If the Company elects to redeem only a portion of the Securities, the Trustee or, with respect to global
Securities, the Depository will determine the method for selecting the particular Securities to be redeemed, in accordance with Section 1.01 of the Second Supplemental Indenture and Section 3.02(b) of the Indenture. In the event of
redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof. 

  
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 Unless the Company defaults in payment of the Redemption Price, on and after the Redemption
Date, interest shall cease to accrue on the Securities called for redemption. 
 Holders of Securities do not have the option to have the
Securities repaid prior to May 1, 2026. 
 The Indenture contains provisions for defeasance at any time of the entire indebtedness of
this Security or certain restrictive covenants and Events of Default with respect to this Security, in each case upon compliance with certain conditions set forth in the Indenture. 

If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series
may be declared due and payable in the manner and with the effect provided in the Indenture. 
 The Indenture permits, with certain
exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and
the Trustee with the consent of the Holders of not less than a majority in principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified
percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past
defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the
registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. 

As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any
proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to
the Securities of this series, the Holders of not less than 25% in principal amount of the Securities of this series at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default
as Trustee and offered the Trustee indemnity, security, or both, reasonably satisfactory to the Trustee against the costs, expenses and liabilities to be incurred in compliance with such request, and the Trustee shall not have received from the
Holders of a majority in principal amount of Securities of this series at the time Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding, for sixty (60) days after receipt of such notice,
request and offer of indemnity and/or security. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective
due dates expressed herein. 
 No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or
impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed. 

  
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 As provided in the Indenture and subject to certain limitations therein set forth, the
transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of and any premium and interest on this Security
are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or
more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. 

The Securities of this series are issuable only in registered form without coupons in denominations of $25 and any integral multiples of $25
in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different
authorized denomination, as requested by the Holder surrendering the same. 
 No service charge shall be made for any such registration of
transfer or exchange, but the Company, the Trustee, or the Security Registrar may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. 

Prior to due presentment of this Security for registration of transfer, the Company, the Trustee, or the Security Registrar and any agent of
the Company, the Trustee, or the Security Registrar shall treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and none of the Company, the Trustee, the Security
Registrar, or any agent thereof shall be affected by notice to the contrary. 
 All terms used in this Security which are defined in the
Indenture shall have the meanings assigned to them in the Indenture. 
 To the extent any provision of this Security conflicts with the
express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. 
 The Indenture and this Security
shall be governed by and construed in accordance with the law of the State of New York. 

  
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