Exhibit 2.d.6
GLADSTONE CAPITAL CORPORATION - SUBSCRIPTION FORM
THIS SUBSCRIPTION FORM, INCLUDING THE ACCOMPANYING INSTRUCTIONS, SHOULD BE READ CAREFULLY BEFORE THIS SUBSCRIPTION FORM IS COMPLETED.
Please complete the back if you would like to [transfer ownership or] request special mailing. |
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SUBSCRIPTION CERTIFICATE NUMBER | CUSIP NUMBER | |||||||
BASIC SHARES TO SUBSCRIBE | RIGHTS | RECORD DATE SHARES |
GLADSTONE CAPITAL CORPORATION
SUBSCRIPTION CERTIFICATE FOR RIGHTS OFFERING
FORM 1-EXERCISE OF SUBSCRIPTION RIGHTS
To subscribe for shares pursuant to your Basic Subscription Rights, please complete lines (a) and (c) and sign under Form 3 below. To subscribe for shares pursuant to your Over-Subscription Privilege, please also complete line (b) and sign under Form 3 below.
(a) EXERCISE OF BASIC SUBSCRIPTION RIGHTS:
I apply for |
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shares x $ = $ |
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(no. of new shares) | (est. subscription price) |
(payment) |
(b) EXERCISE OF OVER-SUBSCRIPTION PRIVILEGE
There is no limit as to the number of shares of the Companys common stock you may subscribe for pursuant to the Over-Subscription Privilege. If there are insufficient shares of common stock to fully honor all over-subscription requests, the remaining shares will be allocated first to Record Date Stockholders who have exercised all or a portion of their Rights and who over-subscribe, pro-rata based on the number of Rights exercised. Any shares remaining after satisfying all over-subscription requests by such Record Date Stockholders will be allocated pro-rata among Rights Purchasers who over-subscribe based on the number of Rights exercised.
I apply for |
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shares x $ = $ |
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(no. of new shares) | (est. subscription price) |
(payment) |
Total Amount of Payment Enclosed = $ |
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(c) METHOD OF PAYMENT (CHECK ONE)
¨ | Check, money order, or bank draft drawn on a U.S. bank, or postal, telegraphic or express money order payable to [Subscription Agent], as Subscription Agent Gladstone Capital Corp. Funds paid by an uncertified check may take at least five (5) business days to clear. |
¨ | Wire transfer of same day funds to the account maintained by [Subscription Agent] as Subscription Agent, for purposes of accepting subscriptions in this rights offering at [Subscription Agent], ABA No. [ ], Acct No. [ ], Ref: GLADSTONE, attn: [ ] (T) [ - - ]. |
[(d) SALE OF UNEXERCISED RIGHTS
¨ | If you want the Subscription Agent to attempt to sell your unexercised subscription rights check this box, sign under Form 3, and have your signature guaranteed under Form 4. |
(e) SALE OR TRANSFER TO DESIGNATED TRANSFEREE OR THROUGH A BANK OR BROKER
To sell or transfer your subscription rights to another person, complete this form and have your signature guaranteed under Form 4. To sell your subscription rights through your bank or broker, sign below and have your signature guaranteed under Form 4, but leave the rest of this Form 1(e) blank.]
For value received of the subscription rights represented by this Subscription Certificate are assigned to:
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(Print Full Name of Assignee) | (Print Full Address) | |||||
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Capacity (Full Title) | ||||||
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(Tax ID or Social Security No.) | Signature(s)* |
THE TERMS AND CONDITIONS OF THE RIGHTS OFFERING ARE SET FORTH IN THE COMPANYS PROSPECTUS DATED [ ], 201_, AS SUPPLEMENTED BY THE PROSPECTUS SUPPLEMENT DATED [ ], 201_, WHICH WE REFER TO COLLECTIVELY AS THE PROSPECTUS, AND ARE INCORPORATED HEREIN BY REFERENCE. COPIES OF THE PROSPECTUS ARE AVAILABLE UPON REQUEST FROM THE INFORMATION AGENT, GEORGESON INC.
GLADSTONE CAPITAL CORPORATION
Incorporated under the Laws of the State of Maryland
[TRANSFERABLE] SUBSCRIPTION CERTIFICATE
Evidencing [Transferable] Subscription Rights to Purchase Shares of Common Stock of Gladstone Capital Corporation
Estimated Subscription Price: $ per Share
THE SUBSCRIPTION RIGHTS WILL EXPIRE IF NOT EXERCISED ON OR BEFORE 5:00 P.M., NEW YORK TIME,
ON [ ], 201 , UNLESS EXTENDED BY US TO A DATE NOT LATER THAN [ ], 201 .
FORM 2-DELIVERY TO DIFFERENT ADDRESS | ||||
If you wish for the common stock underlying your subscription rights [,][or] a certificate representing unexercised subscription rights[, or the proceeds of any sale of subscription rights] to be delivered to an address different from that shown on the face of this Subscription Certificate, please enter the alternate address below, sign under Form 3 and have your signature guaranteed under Form 4. | ||||
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FORM 3-SIGNATURE | ||||
TO SUBSCRIBE: I acknowledge that I have received the Prospectus for this offering and I hereby irrevocably subscribe for the number of shares of common stock indicated above on the terms and conditions specified in the Prospectus.
[TO SELL: If I have completed Form 3, I authorize the sale by the Subscription Agent, according to the procedures described in the Prospectus, of any subscription rights represented by this Subscription Certificate but not exercised hereby.]
I hereby agree that if I fail to pay in full for the shares of common stock for which I have subscribed, the Company may exercise any of the remedies provided for in the Prospectus.
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Signature(s)* | ||||
If signature is by trustee(s), executor(s), administrators(s), guardian(s), attorney(s)-in-fact, agent(s), officer(s) of a corporation or another acting in a fiduciary or representative capacity, please provide the following information (please print). | ||||
Name(s): |
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Capacity (Full Title): |
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Taxpayer ID # or Social Security #:
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FORM 4-SIGNATURE GUARANTEE | ||||||
This form must be completed if you have completed Form 2[, or if you wish to sell or transfer unexercised subscription rights pursuant to Form 1(d) or 1(e)]. | ||||||
Signature Guaranteed: |
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(Name of Bank or Firm) |
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By: |
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Signature of Officer** |
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* IMPORTANT: The signature(s) must correspond with the name(s) as printed on the reverse of this Subscription Certificate in every particular, without alteration or enlargement, or any other change whatsoever. ** IMPORTANT: The signature(s) should be guaranteed by an eligible guarantor institution (bank, stock broker, savings & loan association or credit union) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15. |
In order to exercise your subscription rights, you must either (a) complete and sign this Subscription Certificate and return it together with payment of the Estimated Subscription Price for the shares of the Companys common stock, or (b) present a properly completed Notice of Guaranteed Delivery together with payment of the Estimated Subscription Price for the shares of the Companys common stock, in either case to the Subscription Agent, [Subscription Agent], before 5:00 p.m., New York time, on [ ], 201 , the Expiration Date, unless extended by the Company to a date not later than [ ], 201 . Delivery to an address other than the address listed below will not constitute valid delivery.
If by First Class Mail: |
[Subscription Agent], [Address]. | |
If by Overnight Carrier: |
[Subscription Agent], [Address]. | |
If by Hand: |
[Subscription Agent], [Address]. |
FOR INSTRUCTIONS ON THE USE OF GLADSTONE CAPITAL CORPORATIONS SUBSCRIPTION CERTIFICATES, CONSULT [INFORMATION AGENT], THE INFORMATION AGENT, AT [ - - ], AND BANKS AND BROKERS MAY CALL [INFORMATION AGENT] AT [ - - ].