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Exhibit 2.k.8
[GEORGESON LOGO]
Georgeson Inc.
199 Water Street, 26th Floor
New York, NY 10038
T 212 440 9800
F 212 440 9009
www.georgeson.com
March 27,
2008
Gladstone
Investment Corporation
1521 Westbranch Drive
Suite 200
McLean, VA 22102
Gentlemen:
This
Letter of Agreement, including the Appendix attached hereto (collectively, this "Agreement"), sets forth the terms and conditions of the engagement of Georgeson Inc. ("Georgeson") by
Gladstone Investment Corporation (the "Company") to act as Information Agent in connection with its Rights Offer (the "Offer"). The term of the Agreement shall be the term of the Offer, including any
extensions thereof.
- (a)
- Services. Georgeson shall perform the services described in the Fees & Services Schedule attached hereto as
Appendix I (collectively, the "Services").
- (b)
- Fees. In consideration of Georgeson's performance of the Services, the Company shall pay Georgeson the amounts, and
pursuant to the terms, set forth on the Fees & Services Schedule attached hereto as Appendix I.
- (c)
- Expenses. In connection with Georgeson's performance of the Services, and in addition to the fees and charges discussed in
paragraphs (b) and (d) hereof, the Company agrees that it shall be solely responsible for the following costs and expenses, and that the Company shall, at Georgeson's sole discretion,
(i) reimburse Georgeson for such costs and expenses actually incurred by Georgeson, (ii) pay such costs and expenses directly and/or (iii) advance sufficient funds to Georgeson
for payment of such costs and expenses:
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- expenses
incidental to the Offer, including postage and freight charges incurred in delivering Offer materials;
Gladstone Investment Corporation
March 27, 2008
Page 2
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- expenses
incurred by Georgeson in working with its agents or other parties involved in the Offer, including charges for bank threshold lists, data processing, telephone
directory assistance, facsimile transmissions or other forms of electronic communication;
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- expenses
incurred by Georgeson at the Company's request or for the Company's convenience, including copying expenses, expenses relating to the printing of additional and/or
supplemental material and travel expenses of Georgeson's executives;
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- any
other fees and expenses authorized by the Company and resulting from extraordinary contingencies which arise during the course of the Offer, including fees and expenses
for advertising (including production and posting), media relations, stock watch and analytical services.
- (d)
- Custodial Charges. Georgeson agrees to check, itemize and pay on the Company's behalf the charges of brokers and banks,
with the exception of Broadridge Financial Solutions Inc. which will bill the Company directly, for forwarding the Company's offering material to beneficial owners. The Company agrees to
provide Georgeson, prior to the commencement of the initial distribution of offering materials to such brokers and banks, with a preliminary payment equal to 75% of Georgeson's good faith estimate of
the charges which shall be assessed by such brokers and banks for two distributions of such materials. The Company shall pay Georgeson an administrative fee of five dollars ($5.00) for each broker and
bank invoice paid by Georgeson on the Company's behalf. If the Company prefers to pay these bills directly, please strike out and initial this clause before returning the executed Agreement.
- (e)
- Compliance with Applicable Laws. The Company and Georgeson hereby represent to one another that each shall use its best
efforts to comply with all applicable laws relating to the Offer, including, without limitation, the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
- (f)
- Indemnification. The Company agrees to indemnify and hold harmless Georgeson and its stockholders, officers, directors,
employees, agents and affiliates against any and all claims, costs, damages, liabilities, judgments and expenses, including the fees, costs and expenses of counsel retained by Georgeson, which result
from claims, actions, suits, subpoenas, demands or other proceedings brought against or involving Georgeson which directly relate to or arise out of Georgeson's performance of the Services (except for
costs, damages, liabilities, judgments or expenses which shall have been determined by a court of law pursuant to a final and nonappealable judgment to have directly resulted from Georgeson's gross
negligence or intentional misconduct). In addition, the prevailing party shall be entitled to reasonable attorneys' fees and court costs in any action between the parties to enforce the provisions of
this Agreement, including the indemnification
Gladstone Investment Corporation
March 27, 2008
Page 3
- (g)
- Governing Law. This Agreement shall be governed by the substantive laws of the State of New York without regard to its
principles of conflicts of laws, and shall not be modified in any way, unless pursuant to a written agreement which has been executed by each of the parties hereto. The parties agree that any and all
disputes, controversies or claims arising out of or relating to this Agreement (including any breach hereof) shall be subject to the jurisdiction of the federal and state courts in New York County,
New York and the parties hereby waive any defenses on the grounds of lack of personal jurisdiction of such courts, improper venue or forum non conveniens.
- (h)
- Exclusivity. The Company agrees and acknowledges that Georgeson shall be the sole Information Agent retained by the
Company in connection with the
Offer, and that the Company shall refrain from engaging any other Information Agent to render any Services, in a consultative capacity or otherwise, in relation to the Offer.
- (i)
- Additional Services. In addition to the Services, the Company may from time to time request that Georgeson provide it with
certain additional consulting or other services. The Company agrees that Georgeson's provision of such additional services shall be governed by the terms of a separate agreement to be entered into by
the parties at such time or times, and that the fees charged in connection therewith shall be at Georgeson's then-current rates.
- (j)
- Confidentiality. Georgeson agrees to preserve the confidentiality of (i) all material non-public
information provided by the Company or its agents for Georgeson's use in fulfilling its obligations hereunder and (ii) any information developed by Georgeson based upon such material
non-public information (collectively, "Confidential Information"). For purposes of this Agreement, Confidential Information shall not be deemed to include any information which
(w) is or becomes generally available to the public in accordance with law other than as a result of a disclosure by Georgeson or any of its officers, directors, employees, agents or
affiliates; (x) was available to Georgeson on a nonconfidential basis and in accordance with law prior to its disclosure to Georgeson by the Company; (y) becomes available to Georgeson
on a nonconfidential basis and in accordance with law from a person other than the Company or any of its officers, directors, employees, agents or affiliates who is not otherwise bound by a
confidentiality agreement with the Company or is not otherwise prohibited from transmitting such information to a third party; or (z) was independently and lawfully developed by Georgeson based
on information described in clauses (w), (x) or (y) of this paragraph. The Company agrees that all reports, documents and other work product provided to the Company by Georgeson
pursuant to the terms of this Agreement are
Gladstone Investment Corporation
March 27, 2008
Page 4
- (k)
- Entire Agreement; Appendix. This Agreement constitutes the entire agreement and supersedes all prior agreements and
understandings, both written and oral, among the parties hereto with respect to the subject matter hereof. The Appendix to this Agreement shall be deemed to be incorporated herein by reference as if
fully set forth herein. This Agreement shall be binding upon all successors to the Company (by operation of law or otherwise).
If the above is agreed to by you, please execute and return the enclosed duplicate of this Agreement to Georgeson Inc., 199 Water
Street26th Floor, New York, New York 10038, Attention: Marcy Roth, Contract Administrator.
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Sincerely, |
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GEORGESON INC. |
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By: |
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/s/ FOSTER J. BARTKO Foster J. Bartko |
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Title: |
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Managing Director
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Agreed to and accepted as of
the date first set forth above: |
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GLADSTONE INVESTMENT CORPORATION |
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By: |
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/s/ MARK PERRIGO
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Title: |
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Chief Financial Officer
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APPENDIX I
FEES & SERVICES SCHEDULE
BASE SERVICES |
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$ |
10,000 |
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Advance review of Offer documents |
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Strategic advice relating to the Offer |
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Assistance in preparation of advertisements and news releases |
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Dissemination of Offer documents to bank and broker community |
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Communication with bank and broker community during Offer period |
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ADDITIONAL SERVICES |
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Direct telephone communication with retail (i.e., registered and NOBO shareholders) |
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TBD |
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$5.00 per completed call (incoming and outgoing) |
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NOTE:
The foregoing fees are exclusive of reimbursable expenses and custodial charges as described in paragraphs (c) and (d) of this
Agreement. In addition, the Company will be charged a fee of $1,000 if the Offer is extended for any reason.
FEE PAYMENT INSTRUCTIONS
The Company shall pay Georgeson as follows:
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- Upon
execution of this Agreement, the Company shall pay Georgeson $10,000, which amount is in consideration of Georgeson's commitment to represent the Company and is
non-refundable;
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- If
applicable, immediately prior to the commencement of the mailing, the Company shall advance to Georgeson a portion of anticipated custodial charges; and
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- Upon
completion of the Offer, the Company shall pay Georgeson the sum of (i) any variable fees for Additional Services
(e.g., telephone calls) which shall have accrued over the course of the Offer, and (ii) all reimbursable expenses.
Georgeson
will send the Company an invoice for each of the foregoing payments.
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FEES & SERVICES SCHEDULE
FEE PAYMENT INSTRUCTIONS