Common use of Construction and Interpretation Clause in Contracts

Construction and Interpretation. When a reference is made in this Agreement to a section or article, such reference will be to a section or article of this Agreement, unless otherwise clearly indicated to the contrary. Whenever the words “include,” “includes” or “including” are used in this Agreement they will be deemed to be followed by the words “without limitation”. The words “hereof,” “herein” and “herewith” and words of similar import will, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement, and article and section references are references to the articles and sections of this Agreement, unless otherwise specified. The plural of any defined term will have a meaning correlative to such defined term and words denoting any gender will include all genders and the neuter. Where a word or phrase is defined herein, each of its other grammatical forms will have a corresponding meaning. A reference to any legislation or to any provision of any legislation will include any modification, amendment, re-enactment thereof, any legislative provision substituted therefore and all rules, regulations and statutory instruments issued or related to such legislation. If any ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties, and no presumption or burden of proof will arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement. No prior draft of this Agreement will be used in the interpretation or construction of this Agreement. The parties intend that each provision of this Agreement will be given full separate and independent effect. Although the same or similar subject matters may be addressed in different provisions of this Agreement, the parties intend that, except as expressly provided herein, each such provision will be read separately, be given independent significance and not be construed as limiting any other provision of this Agreement (whether or not more general or more specific in scope, substance or content). Headings are used for convenience only and will not in any way affect the construction or interpretation of this Agreement. References to documents includes electronic communications.

Construction and Interpretation. When a reference is made in this Agreement to a section or article, such reference will be to a section or article of this Agreement, unless otherwise clearly indicated to the contrary. Whenever the words “include,” “includes” or “including” are used in this Agreement they will be deemed to be followed by the words “without limitation”. The words “hereof,” “herein” and “herewith” and words of similar import will, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement, and article and section references are references to the articles and sections of this Agreement, unless otherwise specified. The plural of any defined term will have a meaning correlative to such defined term and words denoting any gender will include all genders and the neuter. Where a word or phrase is defined herein, each of its other grammatical forms will have a corresponding meaning. A reference to any legislation or to any provision of any legislation will include any modification, amendment, re-enactment thereof, any legislative provision substituted therefore and all rules, regulations and statutory instruments issued or related to such legislation. If any ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties, and no presumption or burden of proof will arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement. No prior draft of this Agreement will be used in the interpretation or construction of this Agreement. The parties intend that each provision of this Agreement will be given full separate and independent effect. Although the same or similar subject matters may be addressed in different provisions of this Agreement, the parties intend that, except as expressly provided herein, each such provision will be read separately, be given independent significance and not be construed as limiting any other provision of this Agreement (whether or not more general or more specific in scope, substance or content). Headings are used for convenience only and will not in any way affect the construction or interpretation of this Agreement. References to documents includes electronic communications.

Construction and Interpretation. When (a) This Agreement shall be construed as if jointly drafted by the Parties and no rule of construction strict interpretation shall be applied against either Party. The Parties represent that this Agreement is entered into with full consideration of any and all rights which the Parties may have. The Parties have relied upon their own knowledge and judgment. The Parties have conducted such investigations they thought appropriate, and have consulted with such advisors as they deemed appropriate regarding this Agreement and their rights and asserted rights in connection therewith. The Parties are not relying upon any representations or statements made by the other Party, or such other Party’s employees, agents, representatives or attorneys, regarding this Agreement, except to the extent such representations are expressly set forth or incorporated in this Agreement. The Parties are not relying upon a reference legal duty, if one exists, on the part of the other Party (or such other Party’s employees, agents, representatives or attorneys) to disclose any information in connection with the execution of this Agreement or their preparation, it being expressly understood that neither Party shall ever assert any failure to disclose information on the part of the other Party as a ground for challenging this Agreement. (b) If there is made any conflict between the provisions of this Agreement and the Separation Agreement, the provisions of this Agreement shall control (but only with respect to the subject matter hereof) unless explicitly stated otherwise herein. If there is any conflict between the provisions of the main body of this Agreement and any Schedule to this Agreement, the provisions of the main body of this Agreement shall control unless explicitly stated otherwise herein. (c) References in this Agreement to a section or articleany gender include references to all genders, such reference will be to a section or article of this Agreement, unless otherwise clearly indicated and references to the contrarysingular include references to the plural and vice versa. Whenever Unless the context otherwise requires, the words “include,” “includes” or and “including” are when used in this Agreement they will shall be deemed to be followed by the words phrase “without limitation”.” Unless the context otherwise requires, references in this Agreement to Articles, Sections and Exhibits shall be deemed references to Articles and Sections of, and Exhibits to, this Agreement. The Unless the context otherwise requires, the words “hereof,” “hereinhereby” and “herewithherein” and words of similar import will, unless otherwise stated, be construed to meaning when used in this Agreement refer to this Agreement as a whole in its entirety and not to any particular Article, Section or provision of this Agreement, and article and section references are references to the articles and sections of this Agreement, unless otherwise specified. The plural of any defined term will have a meaning correlative to such defined term and words denoting any gender will include all genders and the neuter. Where a word or phrase is defined herein, each of its other grammatical forms will have a corresponding meaning. A reference to any legislation or to any provision of any legislation will include any modification, amendment, re-enactment thereof, any legislative provision substituted therefore and all rules, regulations and statutory instruments issued or related to such legislation. If any ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties, and no presumption or burden of proof will arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement. No prior draft of this Agreement will be used in the interpretation or construction of this Agreement. The parties intend that each provision of this Agreement will be given full separate and independent effect. Although the same or similar subject matters may be addressed in different provisions of this Agreement, the parties intend that, except as expressly provided herein, each such provision will be read separately, be given independent significance and not be construed as limiting any other provision of this Agreement (whether or not more general or more specific in scope, substance or content). Headings are used for convenience only and will not in any way affect the construction or interpretation of this Agreement. References to documents includes electronic communications.

Construction and Interpretation. When (a) This Agreement shall be construed as if jointly drafted by the Parties and no rule of construction or strict interpretation shall be applied against either Party. The Parties represent that this Agreement is entered into with full consideration of any and all rights which the Parties may have. The Parties have relied upon their own knowledge and judgment. The Parties have conducted such investigations they thought appropriate, and have consulted with such advisors as they deemed appropriate regarding this Agreement and their rights and asserted rights in connection therewith. The Parties are not relying upon any representations or statements made by the other Party, or such other Party’s employees, agents, representatives or attorneys, regarding this Agreement, except to the extent such representations are expressly set forth or incorporated in this Agreement. The Parties are not relying upon a reference legal duty, if one exists, on the part of the other Party (or such other Party’s employees, agents, representatives or attorneys) to disclose any information in connection with the execution of this Agreement or their preparation, it being expressly understood that neither Party shall ever assert any failure to disclose information on the part of the other Party as a ground for challenging this Agreement. (b) If there is made any conflict between the provisions of this Agreement and the Separation Agreement, the provisions of this Agreement shall control (but only with respect to the subject matter hereof) unless explicitly stated otherwise herein. If there is any conflict between the provisions of the main body of this Agreement and any Schedule to this Agreement, the provisions of the main body of this Agreement shall control unless explicitly stated otherwise herein. (c) References in this Agreement to a section or articleany gender include references to all genders, such reference will be to a section or article of this Agreement, unless otherwise clearly indicated and references to the contrarysingular include references to the plural and vice versa. Whenever Unless the context otherwise requires, the words “include,” “includes” or and “including” are when used in this Agreement they will shall be deemed to be followed by the words phrase “without limitation”.” Unless the context otherwise requires, references in this Agreement to Articles and Sections shall be deemed references to Articles and Sections of this Agreement. The Unless the context otherwise requires, the words “hereof,” “hereinhereby” and “herewithherein” and words of similar import will, unless otherwise stated, be construed to meaning when used in this Agreement refer to this Agreement as a whole in its entirety and not to any particular Article, Section or provision of this Agreement, and article and section references are references to the articles and sections of this Agreement, unless otherwise specified. The plural of any defined term will have a meaning correlative to such defined term and words denoting any gender will include all genders and the neuter. Where a word or phrase is defined herein, each of its other grammatical forms will have a corresponding meaning. A reference to any legislation or to any provision of any legislation will include any modification, amendment, re-enactment thereof, any legislative provision substituted therefore and all rules, regulations and statutory instruments issued or related to such legislation. If any ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties, and no presumption or burden of proof will arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement. No prior draft of this Agreement will be used in the interpretation or construction of this Agreement. The parties intend that each provision of this Agreement will be given full separate and independent effect. Although the same or similar subject matters may be addressed in different provisions of this Agreement, the parties intend that, except as expressly provided herein, each such provision will be read separately, be given independent significance and not be construed as limiting any other provision of this Agreement (whether or not more general or more specific in scope, substance or content). Headings are used for convenience only and will not in any way affect the construction or interpretation of this Agreement. References to documents includes electronic communications.

Construction and Interpretation. When a reference is made in this Agreement to a section or article, such reference will be to a section or article of this Agreement, unless otherwise clearly indicated to the contrary. Whenever the words “include,” “includes” or “including” are used in this Agreement they will be deemed to be followed by the words “without limitation”. The words “hereof,” “herein” and “herewith” and words of similar import will, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement, and article and section references are references to the articles and sections of this Agreement, unless otherwise specified. The plural of any defined term will have a meaning correlative to such defined term and words denoting any gender will include all genders and the neuter. Where a word or phrase is defined herein, each of its other grammatical forms will have a corresponding meaning. A reference to any legislation or to any provision of any legislation will include any modification, amendment, re-enactment thereof, any legislative provision substituted therefore and all rules, regulations and statutory instruments issued or related to such legislation. If any ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties, and no presumption or burden of proof will arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement. No prior draft of this Agreement will be used in the interpretation or construction of this Agreement. The parties intend that each provision of this Agreement will be given full separate and independent effect. Although the same or similar subject matters may be addressed in different provisions of this Agreement, the parties intend that, except as expressly provided herein, each such provision will be read separately, be given independent significance and not be construed as limiting any other provision of this Agreement (whether or not more general or more specific in scope, substance or content). Headings are used for convenience only and will not in any way affect the construction or interpretation of this Agreement. References to documents includes electronic communications.

Construction and Interpretation. When a reference is made in this Agreement to a section or article, such reference will be to a section or article of this Agreement, unless otherwise clearly indicated to the contrary. Whenever the words “include,” “includes” or “including” are used in this Agreement they will be deemed to be followed by the words “without limitation”. The words “hereof,” “herein” and “herewith” and words of similar import will, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement, and article and section references are references to the articles and sections of this Agreement, unless otherwise specified. The plural of any defined term will have a meaning correlative to such defined term and words denoting any gender will include all genders and the neuter. Where a word or phrase is defined herein, each of its other grammatical forms will have a corresponding meaning. A reference to any legislation or to any provision of any legislation will include any modification, amendment, re-enactment thereof, any legislative provision substituted therefore and all rules, regulations and statutory instruments issued or related to such legislation. If any ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties, and no presumption or burden of proof will arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement. No prior draft of this Agreement will be used in the interpretation or construction of this Agreement. The parties intend that each provision of this Agreement will be given full separate and independent effect. Although the same or similar subject matters may be addressed in different provisions of this Agreement, the parties intend that, except as expressly provided herein, each such provision will be read separately, be given independent significance and not be construed as limiting any other provision of this Agreement (whether or not more general or more specific in scope, substance or content). Headings are used for convenience only and will not in any way affect the construction or interpretation of this Agreement. References to documents includes electronic communications.. In interpreting the provisions of this Agreement, the definitions contained in Section 2(a) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), including, for the avoidance of doubt, the definitions therein of “interested person,” “assignment” and “majority of the outstanding voting securities”, shall be applied, subject, however, to such exemptions as may be granted by the Securities and Exchange Commission (the “SEC”) by any rule, regulation or order

Construction and Interpretation. When a reference is made in this Agreement to a section or article, such reference will shall be to a section or article of this Agreement, Agreement unless otherwise clearly indicated to the contrary. Exhibit A shall be read as if it were set forth entirely in this Agreement. Whenever the words “"include,” “" "includes” " or “"including” " are used in this Agreement they will shall be deemed to be followed by the words “"without limitation”. ." The words “"hereof,” “" "herein” " and “"herewith” " and words of similar import willshall, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement, and article article, section, paragraph, exhibit and section schedule references are references to the articles articles, sections, paragraphs, exhibits and sections schedules of this Agreement, Agreement unless otherwise specified. The plural of any defined term will shall have a meaning correlative to such defined term term, and words denoting any gender will shall include all genders and the neuter. Where a word or phrase is defined herein, each of its other grammatical forms will shall have a corresponding meaning. A reference to any party to this Agreement or any other agreement or document shall include such party's successors and permitted assigns. A reference to any legislation or to any provision of any legislation will shall include any modification, amendment, amendment or re-enactment thereof, any legislative provision substituted therefore therefor and all rules, regulations and statutory instruments issued thereunder or related to such legislationpursuant thereto. The parties have participated jointly in the negotiation and drafting of this Agreement. If any there is an ambiguity or a question of intent or interpretation arises, this Agreement will shall be construed as if drafted jointly by the parties, and no presumption or burden of proof will shall arise favoring or disfavoring any party by virtue of the authorship of any provision provisions of this Agreement. No prior draft of this Agreement will be used in the interpretation or construction of this Agreement. The parties intend that each Each provision of this Agreement will shall be given full separate and independent effect. Although the same or similar subject matters may be addressed in different provisions of this Agreement, the parties intend that, except as expressly provided hereinin this Agreement, each such provision will be read separately, be given independent significance and not be construed as limiting any other provision of in this Agreement (whether or not more general or more specific in scope, substance or contentcontext). Headings are used for convenience only and will not in any way affect the construction or interpretation No prior draft of this Agreement nor any course of performance or course of dealing shall be used in the interpretation or construction this Agreement. References to documents includes electronic communications.

Construction and Interpretation. When a reference is made in this Agreement to a section or article, such reference will be to a section or article of this Agreement, unless otherwise clearly indicated to the contrary. Whenever the words “include,” “includes” or “including” are used in this Agreement they will be deemed to be followed by the words “without limitation”. The words “hereof,” “herein” and “herewith” and words of similar import will, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement, and article and section references are references to the articles and sections of this Agreement, unless otherwise specified. The plural of any defined term will have a meaning correlative to such defined term and words denoting any gender will include all genders and the neuter. Where a word or phrase is defined herein, each of its other grammatical forms will have a corresponding meaning. A reference to any legislation or to any provision of any legislation will include any modification, amendment, re-enactment thereof, any legislative provision substituted therefore and all rules, regulations and statutory instruments issued or related to such legislation. If any ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties, and no presumption or burden of proof will arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement. No prior draft of this Agreement will be used in the interpretation or construction of this Agreement. The parties intend that each provision of this Agreement will be given full separate and independent effect. Although the same or similar subject matters may be addressed in different provisions of this Agreement, the parties intend that, except as expressly provided herein, each such provision will be read separately, be given independent significance and not be construed as limiting any other provision of this Agreement (whether or not more general or more specific in scope, substance or content). Headings are used for convenience only and will not in any way affect the construction or interpretation of this Agreement. References to documents includes electronic communications.[SIGNATURE PAGES FOLLOW] This Agreement has been duly executed and delivered as of the date first written above. Great Elm Capital Group, Inc.Great Elm Capital Management, Inc. By:/s/ Xxxxxxx X. ChernicoffBy:/s/ Xxxxxxx X. Xxxxxxxxxx

Construction and Interpretation. When a reference is made in this Agreement to a section or an article, such reference will be to a section or article of this Agreement, unless otherwise clearly indicated to the contrary. Whenever the words “include,” “includes” or “including” are used in this Agreement they will be deemed to be followed by the words “without limitation”. The words “hereof,” “herein” and “herewith” and words of similar import will, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement, and article and section references are references to the articles and sections of this Agreement, unless otherwise specified. The plural of any defined term will have a meaning correlative to such defined term and words denoting any gender will include all genders and the neuter. Where a word or phrase is defined herein, each of its other grammatical forms will have a corresponding meaning. A reference to any legislation or to any provision of any legislation will include any modification, amendment, re-enactment thereof, any legislative provision substituted therefore and all rules, regulations and statutory instruments issued or related to such legislation. If any ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the partiesparties hereto, and no presumption or burden of proof will arise favoring or disfavoring any party hereto by virtue of the authorship of any provision of this Agreement. No prior draft of this Agreement will be used in the interpretation or construction of this Agreement. The parties intend that each provision of this Agreement will be given full separate and independent effect. Although the same or similar subject matters may be addressed in different provisions of this Agreement, the parties intend that, except as expressly provided herein, each such provision will be read separately, be given independent significance and not be construed as limiting any other provision of this Agreement (whether or not more general or more specific in scope, substance or content). Headings are used for convenience only and will not in any way affect the construction or interpretation of this Agreement. References to documents includes electronic communications.

Construction and Interpretation. When a reference is made in this Agreement to a section or article, such reference will be to a section or article of this Agreement, unless otherwise clearly indicated to the contrary. Whenever the words “include,” “includes” or “including” are used in this Agreement they will be deemed to be followed by the words “without limitation”. The words “hereof,” “herein” and “herewith” and words of similar import will, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement, and article and section references are references to the articles and sections of this Agreement, unless otherwise specified. The plural of any defined term will have a meaning correlative to such defined term and words denoting any gender will include all genders and the neuter. Where a word or phrase is defined herein, each of its other grammatical forms will have a corresponding meaning. A reference to any legislation or to any provision of any legislation will include any modification, amendment, re-enactment thereof, any legislative provision substituted therefore and all rules, regulations and statutory instruments issued or related to such legislation. If any ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties, and no presumption or burden of proof will arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement. No prior draft of this Agreement will be used in the interpretation or construction of this Agreement. The parties intend that each provision of this Agreement will be given full separate and independent effect. Although the same or similar subject matters may be addressed in different provisions of this Agreement, the parties intend that, except as expressly provided herein, each such provision will be read separately, be given independent significance and not be construed as limiting any other provision of this Agreement (whether or not more general or more specific in scope, substance or content). Headings are used for convenience only and will not in any way affect the construction or interpretation of this Agreement. References to documents includes electronic communications.[SIGNATURE PAGES FOLLOW] This Agreement has been duly executed and delivered as of the date first written above. GREAT ELM CAPITAL GROUP, INC. GREAT ELM CAPITAL MANAGEMENT, INC. By: /s/ Rxxxxxx X. Xxxxxxxxxx By:/s/ Rxxxxxx X. Xxxxxxxxxx

Construction and Interpretation. When a reference is made in this Agreement to a section or article, such reference will be to a section or article of this Agreement, unless otherwise clearly indicated to the contrary. Whenever the words “include,” “includes” or “including” including are used in this Agreement they will be deemed to be followed by the words “without limitation”. The words “hereof,” “herein” and “herewith” and words of similar import will, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement, and article article, section, exhibit and section schedule references are references to the articles articles, sections, exhibits and sections schedules of this Agreement, unless otherwise specified. The plural of any defined term will have a meaning correlative to such defined term and words denoting any gender will include all genders and the neuter. Where a word or phrase is defined herein, each of its other grammatical forms will have a corresponding meaning. A reference to any legislation or to any provision of any legislation will include any modification, amendment, re-enactment thereof, any legislative provision substituted therefore and all rules, regulations and statutory instruments issued or related to such legislation. A reference to a Person will include a reference to its permitted successors and assigns. If any ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties, and no presumption or burden of proof will arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement. No prior draft of this Agreement will be used in the interpretation or construction of this Agreement. The parties intend that each provision of this Agreement will be given full separate and independent effect. Although the same or similar subject matters may be addressed in different provisions of this Agreement, the parties intend that, except as expressly provided herein, each such provision will be read separately, be given independent significance and not be construed as limiting any other provision of this Agreement (whether or not more general or more specific in scope, substance or content). Headings are used for convenience only and will not in any way affect the construction or interpretation of this Agreement. References to documents includes electronic communicationsThis Agreement is in the English language only, which language will be controlling in all respects, and any version hereof in any other language will not be binding on the parties hereto.

Construction and Interpretation. When a reference is made in this Agreement to a section or article, such reference will be to a section or article of this Agreement, unless otherwise clearly indicated to the contrary. Whenever the words “include,” “includes” or “including” are used in this Agreement Agreement, they will be deemed to be followed by the words “without limitation”. The words “hereof,” “herein” and “herewith” and words of similar import will, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement, and article and section references are references to the articles and sections of this Agreement, unless otherwise specified. The plural of any defined term will have a meaning correlative to such defined term and words denoting any gender will include all genders and the neuter. Where a word or phrase is defined herein, each of its other grammatical forms will have a corresponding meaning. A reference to any legislation or to any provision of any legislation will include any modification, amendment, re-enactment thereof, any legislative provision substituted therefore and all rules, regulations and statutory instruments issued or related to such legislation. If any ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties, and no presumption or burden of proof will arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement. No prior draft of this Agreement will be used in the interpretation or construction of this Agreement. The parties hereto intend that each provision of this Agreement will be given full separate and independent effect. Although the same or similar subject matters may be addressed in different provisions of this Agreement, the parties hereto intend that, except as expressly provided herein, each such provision will be read separately, be given independent significance and not be construed as limiting any other provision of this Agreement (whether or not more general or more specific in scope, substance or content). Headings Article and section references are used for convenience only references to the articles and will not in any way affect the construction or interpretation sections of this Agreement, unless otherwise specified. References to documents includes electronic communications. If there is any conflict, inconsistency or the like between this Agreement and any Ancillary Agreement, the applicable Ancillary Agreement shall control. No best evidence rule objection may be entered with respect to an electronic counterpart hereof.

Construction and Interpretation. When a reference is made in this Agreement to a section or article, such reference will be to a section or article of this Agreement, unless otherwise clearly indicated to the contrary. Whenever the words “"include,” “" "includes” " or “"including” " are used in this Agreement they will be deemed to be followed by the words “"without limitation”". The words “"hereof,” “" "herein” " and “"herewith” " and words of similar import will, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement, and article and section references are references to the articles and sections of this Agreement, unless otherwise specified. The plural of any defined term will have a meaning correlative to such defined term and words denoting any gender will include all genders and the neuter. Where a word or phrase is defined herein, each of its other grammatical forms will have a corresponding meaning. A reference to any legislation or to any provision of any legislation will include any modification, amendment, re-enactment thereof, any legislative provision substituted therefore and all rules, regulations and statutory instruments issued or related to such legislation. If any ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties, and no presumption or burden of proof will arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement. No prior draft of this Agreement will be used in the interpretation or construction of this Agreement. The parties intend that each provision of this Agreement will be given full separate and independent effect. Although the same or similar subject matters may be addressed in different provisions of this Agreement, the parties intend that, except as expressly provided herein, each such provision will be read separately, be given independent significance and not be construed as limiting any other provision of this Agreement (whether or not more general or more specific in scope, substance or content). Headings are used for convenience only and will not in any way affect the construction or interpretation of this Agreement. References to documents includes electronic communications. The parties have duly executed and delivered this Agreement as of the date first written above. By: Name: Title: GREAT ELM CAPITAL MANAGEMENT, INC. By: Name: Title: This Joinder Agreement (this “Joinder), dated as of [·], 2016 (the “Effective Date”), by and among Great Elm Capital Corp., a Maryland corporation (“Newco”), [Insert name of new Fund] (the “Jxxxxx”) and [Insert name of existing Funds] (the “Existing Funds”). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Subscription Agreement, dated as of June 23, 2016 by and among Newco, Great Elm Capital Group, Inc. and the Existing Funds (as amended, restated, supplemented or otherwise modified from time to time, the “Agreement”), receipt of a copy of which is hereby acknowledged by the Jxxxxx. Full Circle is, in all respects, entitled to the benefit hereof and to enforce (by specific performance or otherwise) this Agreement and to receive damages incurred by Full Circle or its stockholders as a result of any breach hereof. 1. Jxxxxx hereby agrees to contribute the assets listed under the Jxxxxx’x name on Exhibit 1 to this Joinder to Newco as part of the MAST Signing Date Portfolio on the terms and subject to the conditions in the Agreement. 2. Annex 1 to the Agreement is hereby amended and restated in the form of Exhibit 1. For the avoidance of doubt, only Approved Securities may be included in any revised Annex 1. 3. The Jxxxxx represents and warrants that: (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and to consummate the transactions contemplated hereby and to become a Fund under the Agreement; (ii) it meets all requirements of a Fund under the Agreement; (iii) from and after the Effective Date, it shall be bound as a Fund by the provisions of the Agreement and, to the extent set forth in Exhibit 1, shall have the obligations of a Fund thereunder; and (iv) it makes the representations and warranties of the Funds under the Agreement mutatis mutandis as of the Effective Date. 4. The provisions of Article 8 of the Agreement shall apply to mutatis mutandis to this Joinder.

Construction and Interpretation. When a reference is made in this Agreement to a section or article, such reference will be to a section or article of this Agreement, unless otherwise clearly indicated to the contrary. Whenever the words “include,” “includes” or “including” are used in this Agreement they will be deemed to be followed by the words “without limitation”. The words “hereof,” “herein” and “herewith” and words of similar import will, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement, and article and section references are references to the articles and sections of this Agreement, unless otherwise specified. The plural of any defined term will have a meaning correlative to such defined term and words denoting any gender will include all genders and the neuter. Where a word or phrase is defined herein, each of its other grammatical forms will have a corresponding meaning. A reference to any legislation or to any provision of any legislation will include any modification, amendment, re-enactment thereof, any legislative provision substituted therefore and all rules, regulations and statutory instruments issued or related to such legislation. If any ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties, and no presumption or burden of proof will arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement. No prior draft of this Agreement will be used in the interpretation or construction of this Agreement. The parties intend that each provision of this Agreement will be given full separate and independent effect. Although the same or similar subject matters may be addressed in different provisions of this Agreement, the parties intend that, except as expressly provided herein, each such provision will be read separately, be given independent significance and not be construed as limiting any other provision of this Agreement (whether or not more general or more specific in scope, substance or content). Headings are used for convenience only and will not in any way affect the construction or interpretation of this Agreement. References to documents includes electronic communications.. [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

Construction and Interpretation. a. When a reference is made in this Agreement to a section or article, such reference will shall be to a section or article of this Agreement, Agreement unless otherwise clearly indicated to the contrary. . b. Whenever the words “"include,” “" "includes” " or “"including” " are used in this Agreement they will shall be deemed to be followed by the words “"without limitation”. ." c. The words “"hereof,” “" "herein” " and “"herewith” " and words of similar import willshall, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement, and article article, section, paragraph, annex and section schedule references are references to the articles articles, sections, paragraphs, annex and sections schedules of this Agreement, Agreement unless otherwise specified. . d. The plural of any defined term will shall have a meaning correlative to such defined term term, and words denoting any gender will shall include all genders and the neuter. Where a word or phrase is defined herein, each of its other grammatical forms will shall have a corresponding meaning. . e. A reference to any party to this Agreement or any other agreement or document shall include such party's successors and permitted assigns. f. A reference to any legislation or to any provision of any legislation will shall include any modification, amendment, amendment or re-enactment thereof, any legislative provision substituted therefore therefor and all rules, regulations and statutory instruments issued under or related pursuant to such legislation. g. The parties have participated jointly in the negotiation and drafting of this Agreement. If any In the event an ambiguity or question of intent or interpretation arises, this Agreement will shall be construed as if drafted jointly by the parties, and no presumption or burden of proof will shall arise favoring or disfavoring any party by virtue of the authorship of any provision provisions of this Agreement. . h. No prior draft of this Agreement will Agreement, prior agreements negotiations, arrangements or understandings nor any course of performance or course of dealing shall be used in the interpretation or construction of this Agreement. The parties intend that each provision of this Agreement will be given full separate and independent effect. Although the same or similar subject matters may be addressed in different provisions of this Agreement, the parties intend that, except as expressly provided herein, each such provision will be read separately, be given independent significance and not be construed as limiting any other provision of this Agreement (whether or not more general or more specific in scope, substance or content). Headings are used for convenience only and will not in any way affect the construction or interpretation of this Agreement. References to documents includes electronic communications.

Construction and Interpretation. When a reference is made in this Agreement to a section or article, such reference will be to a section or article of this Agreement, unless otherwise clearly indicated to the contrary. Whenever the words “"include,” “" "includes” " or “"including” " are used in this Agreement they will be deemed to be followed by the words “"without limitation”". The words “"hereof,” “" "herein” " and “"herewith” " and words of similar import will, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement, and article and section references are references to the articles and sections of this Agreement, unless otherwise specified. The plural of any defined term will have a meaning correlative to such defined term and words denoting any gender will include all genders and the neuter. Where a word or phrase is defined herein, each of its other grammatical forms will have a corresponding meaning. A reference to any legislation or to any provision of any legislation will include any modification, amendment, re-enactment thereof, any legislative provision substituted therefore and all rules, regulations and statutory instruments issued or related to such legislation. If any ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties, and no presumption or burden of proof will arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement. No prior draft of this Agreement will be used in the interpretation or construction of this Agreement. The parties intend that each provision of this Agreement will be given full separate and independent effect. Although the same or similar subject matters may be addressed in different provisions of this Agreement, the parties intend that, except as expressly provided herein, each such provision will be read separately, be given independent significance and not be construed as limiting any other provision of this Agreement (whether or not more general or more specific in scope, substance or content). Headings are used for convenience only and will not in any way affect the construction or interpretation of this Agreement. References to documents includes electronic communications.

Construction and Interpretation. When a reference is made in this Agreement to a section or article, such reference will be to a section or article of this Agreement, unless otherwise clearly indicated to the contrary. Whenever the words “"include,” “" "includes” " or “including” including are used in this Agreement they will be deemed to be followed by the words “"without limitation”". The words “"hereof,” “" "herein” " and “"herewith” " and words of similar import will, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement, and article article, section, exhibit and section schedule references are references to the articles articles, sections, exhibits and sections schedules of this Agreement, unless otherwise specified. The plural of any defined term will have a meaning correlative to such defined term and words denoting any gender will include all genders and the neuter. Where a word or phrase is defined herein, each of its other grammatical forms will have a corresponding meaning. A reference to any legislation or to any provision of any legislation will include any modification, amendment, re-enactment thereof, any legislative provision substituted therefore and all rules, regulations and statutory instruments issued or related to such legislation. If any ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties, and no presumption or burden of proof will arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement. No prior draft of this Agreement will be used in the interpretation or construction of this Agreement. The parties intend that each provision of this Agreement will be given full separate and independent effect. Although the same or similar subject matters may be addressed in different provisions of this Agreement, the parties intend that, except as expressly provided herein, each such provision will be read separately, be given independent significance and not be construed as limiting any other provision of this Agreement (whether or not more general or more specific in scope, substance or content). Headings are used for convenience only and will not in any way affect the construction or interpretation of this Agreement. References to documents includes electronic communicationsThis Agreement is in the English language only, which language will be controlling in all respects, and any version hereof in any other language will not be binding on the parties hereto.

Construction and Interpretation. When a reference is made in this Agreement to a section Sections, Annexes, Exhibits or articleSchedules, such reference will shall be to a section Section of or article Annex, Exhibit or Schedule to this Agreement unless otherwise indicated. The words “hereof,” “herein,” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement, unless otherwise clearly indicated to . The table of contents headings and footers contained in this Agreement are for reference purposes only and shall not affect in any way the contrarymeaning or interpretation of this Agreement. Whenever the words “include,” “includes” or “including” are used in this Agreement Agreement, they will shall be deemed to be followed by the words “without limitation”.” Words in the singular form will be construed to include the plural, and vice versa, unless the context requires otherwise. Unless the defined term “Business Days” is used, references to “days” in this Agreement refer to calendar days; provided, however, that if the last day for the giving of any notice or the performance of any act required or permitted under this Agreement is a day that is not a Business Day, then the time for the giving of such notice or the performance of such action shall be extended to the next succeeding Business Day. The words Parties have participated jointly in the negotiation and drafting of this Agreement. The terms “hereof,” “hereinDollars” and “herewith$” mean United States Dollars unless otherwise expressly stated. References to “written” or “in writing” include in electronic form. References herein to a Person in a particular capacity or capacities shall exclude such Person in any other capacity. References to any Person include the successors and permitted assigns of that Person. The use of the words “or” and words of similar import will, unless otherwise stated, “any” shall not be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement, and article and section references are references to exclusive. In the articles and sections of this Agreement, unless otherwise specified. The plural of any defined term will have a meaning correlative to such defined term and words denoting any gender will include all genders and the neuter. Where a word or phrase is defined herein, each of its other grammatical forms will have a corresponding meaning. A reference to any legislation or to any provision of any legislation will include any modification, amendment, re-enactment thereof, any legislative provision substituted therefore and all rules, regulations and statutory instruments issued or related to such legislation. If event any ambiguity or question of intent or interpretation arises, this Agreement will shall be construed as if drafted jointly by the partiesall Parties, and no presumption or burden of proof will shall arise favoring or disfavoring any party Party by virtue of the authorship of any provision of this Agreement. No prior draft of this Agreement will References herein to any Law or any Contract mean such Law or Contract as amended, modified, codified, reenacted, supplemented or superseded in whole or in part, and in effect from time to time; provided that with respect to any Contract listed on the API Entity and Company Disclosure Schedule, all such amendments, modifications or supplements must also be used listed in the interpretation appropriate schedule. References herein to any Law shall be deemed also to refer to all rules and regulations promulgated thereunder. To the extent that any documents or construction other materials were present in the online data room maintained by Intralinks for purposes of this Agreement. The parties intend the Transactions (the “Data Room”) at least one (1) Business Days prior to the date hereof, such documents or other materials shall be deemed “provided” and “made available” (and all similar phrases used herein that each provision of this Agreement will be given full separate and independent effect. Although the same or similar subject matters may be addressed in different provisions of this Agreement, the parties intend that, except as expressly provided herein, each such provision will be read separately, be given independent significance and not be construed as limiting any other provision mean such) to Acquiror for all purposes of this Agreement (whether and the Company shall deliver within five (5) Business Days after the date hereof a CD, DVD, flash drive or not more general or more specific in scope, substance or contentsimilar electronic storage medium to the Acquiror containing readable copies of the contents of the Data Room as of two (2) Business Days prior to the date hereof). Headings are used for convenience only and will not in any way affect the construction or interpretation of this Agreement. References to documents includes electronic communications.

Construction and Interpretation. When a reference is made in this Agreement to a section or article, such reference will be to a section or article of this Agreement, unless otherwise clearly indicated to the contrary. Whenever the words “include,” “includes” or “including” are used in this Agreement they will be deemed to be followed by the words “without limitation”. The words “hereof,” “herein” and “herewith” and words of similar import will, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement, and article and section references are references to the articles and sections of this Agreement, unless otherwise specified. The plural of any defined term will have a meaning correlative to such defined term and words denoting any gender will include all genders and the neuter. Where a word or phrase is defined herein, each of its other grammatical forms will have a corresponding meaning. A reference to any legislation or to any provision of any legislation will include any modification, amendment, re-enactment thereof, any legislative provision substituted therefore and all rules, regulations and statutory instruments issued or related to such legislation. If any ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties, and no presumption or burden of proof will arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement. No prior draft of this Agreement will be used in the interpretation or construction of this Agreement. The parties intend that each provision of this Agreement will be given full separate and independent effect. Although the same or similar subject matters may be addressed in different provisions of this Agreement, the parties intend that, except as expressly provided herein, each such provision will be read separately, be given independent significance and not be construed as limiting any other provision of this Agreement (whether or not more general or more specific in scope, substance or content). Headings are used for convenience only and will not in any way affect the construction or interpretation of this Agreement. References to documents includes electronic communications.be

Construction and Interpretation. When a reference is made in this Agreement to a section or article, such reference will be to a section or article of this Agreement, unless otherwise clearly indicated to the contrary. Whenever the words “include,” “includes” or “including” including are used in this Agreement they will be deemed to be followed by the words “without limitation”. The words “hereof,” “herein” and “herewith” and words of similar import will, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement, and article article, section and section exhibit references are references to the articles articles, sections and sections exhibits of this Agreement, unless otherwise specified. The plural of any defined term will have a meaning correlative to such defined term and words denoting any gender will include all genders and the neuter. Where a word or phrase is defined herein, each of its other grammatical forms will have a corresponding meaning. Any reference to a party will include such party’s successors and permitted assigns. A reference to an agreement or document will include any amendment, modification, supplement, restatement, replacement or other modification thereof. A reference to any legislation or to any provision of any legislation will include any modification, amendment, re-enactment thereof, any legislative provision substituted therefore and all rules, regulations and statutory instruments issued or related to such legislation. If any ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties, and no presumption or burden of proof will arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement. No prior draft of this Agreement will be used in the interpretation or construction of this Agreement. The parties intend that each provision of this Agreement will be given full separate and independent effect. Although the same or similar subject matters may be addressed in different provisions of this Agreement, the parties intend that, except as expressly provided hereinin this Agreement, each such provision will be read separately, be given independent significance and not be construed as limiting any other provision of this Agreement (whether or not more general or more specific in scope, substance or content). Headings are used for convenience only and will not in any way affect the construction or interpretation of this Agreement. References to documents includes electronic communications.

Construction and Interpretation. When a reference is made in this Agreement to a section or article, such reference will shall be to a section or article of this Agreement, Agreement unless otherwise clearly indicated to the contrary. Whenever the words “"include,” “" "includes” " or “"including” " are used in this Agreement they will shall be deemed to be followed by the words “"without limitation”. ." The words “"hereof,” “" "herein” " and “"herewith” " and words of similar import willshall, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement, and article article, section, paragraph, exhibit and section schedule references are references to the articles articles, sections, paragraphs, exhibits and sections schedules of this Agreement, Agreement unless otherwise specified. The plural of any defined term will shall have a meaning correlative to such defined term term, and words denoting any gender will shall include all genders and the neuter. Where a word or phrase is defined herein, each of its other grammatical forms will shall have a corresponding meaning. A reference to any party to this Agreement or any other agreement or document shall include such party's successors and permitted assigns. A reference to any legislation or to any provision of any legislation will shall include any modification, amendment, amendment or re-enactment thereof, any legislative provision substituted therefore therefor and all rules, regulations and statutory instruments issued thereunder or related to such legislationpursuant thereto. The parties have participated jointly in the negotiation and drafting of this Agreement. If any there is an ambiguity or a question of intent or interpretation arises, this Agreement will shall be construed as if drafted jointly by the parties, and no presumption or burden of proof will shall arise favoring or disfavoring any party by virtue of the authorship of any provision provisions of this Agreement. No prior draft of this Agreement will be used in the interpretation or construction of this Agreement. The parties intend that each Each provision of this Agreement will shall be given full separate and independent effect. Although the same or similar subject matters may be addressed in different provisions of this Agreement, the parties intend that, except as expressly provided hereinin this Agreement, each such provision will be read separately, be given independent significance and not be construed as limiting any other provision of in this Agreement (whether or not more general or more specific in scope, substance or contentcontext). Headings are No prior draft of this EXECUTION COPY Agreement nor any course of performance or course of dealing shall be used for convenience only and will not in any way affect the interpretation or construction or interpretation of this Agreement. References to documents includes electronic communications.

Construction and Interpretation. When a reference is made 14.10.1 The Parties acknowledge that they have participated jointly in this Agreement to a section or article, such reference will be to a section or article the negotiation and drafting of this Agreement, unless otherwise clearly indicated to Offer Letter and each has had the contrary. Whenever the words “include,” “includes” or “including” are used in this Agreement they will be deemed opportunity to be followed represented by the words “without limitation”. The words “hereof,” “herein” and “herewith” and words of similar import will, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement, and article and section references are references to the articles and sections of this Agreement, unless otherwise specified. The plural of any defined term will have a meaning correlative to such defined term and words denoting any gender will include all genders and the neuter. Where a word or phrase is defined herein, each counsel of its other grammatical forms will have a corresponding meaning. A reference to any legislation or to any provision his choosing and, in the event of any legislation will include any modification, amendment, re-enactment thereof, any legislative provision substituted therefore and all rules, regulations and statutory instruments issued or related to such legislation. If any an ambiguity or question of intent or interpretation arises, this Agreement Offer Letter will be construed as if drafted jointly by the parties, such Parties and no presumption or burden of proof will arise favoring or disfavoring any party by virtue of Party due to the authorship of any provision of this Agreement. No prior draft of . 14.10.2 The headings contained in this Agreement will be used in the interpretation or construction of this Agreement. The parties intend that each provision of this Agreement will be given full separate and independent effect. Although the same or similar subject matters may be addressed in different provisions of this Agreement, the parties intend that, except as expressly provided herein, each such provision will be read separately, be given independent significance and not be construed as limiting any other provision of this Agreement (whether or not more general or more specific in scope, substance or content). Headings Offer Letter are used for convenience reference purposes only and will shall not affect in any way affect the construction meaning or interpretation of this AgreementOffer Letter. For all purposes of this Offer Letter: (i) all references in this Offer Letter to designated “Sections”, “Schedules”, “Exhibits,” if any, and other subdivisions are to the designated Sections, Schedules, Exhibits and other subdivisions of the body of this Offer Letter unless otherwise indicated; (ii) the words “herein”, “hereof” and “hereunder” and other words of similar import refer to this Offer Letter as a whole and not to any particular Section or other subdivision; (iii) “or” is not exclusive; (iv) “including” and “includes” will be deemed to be followed by “but not limited to” and “but is not limited to”, respectively; (v) any definition of, or reference to, any law, agreement, instrument or other document herein will be construed as referring to such law, agreement, instrument or other document as from time to time amended, supplemented or otherwise modified; (v) any definition of, or reference to, any statute will be construed as referring also to any rules and regulations promulgated thereunder. All pronouns shall be deemed to refer to the masculine, feminine, neuter, singular, or plural, as the identity of the Party or Parties or their personal representatives, successors and assigns may require. “Writing,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References to documents includes electronic communicationsfrom or through any date mean, unless otherwise specified, from and including or through and including, respectively.

Construction and Interpretation. When a reference is made in this Agreement to a section or article, such reference will be to a section or article of this Agreement, unless otherwise clearly indicated to the contrary. Whenever the words “include,” “includes” or “including” are used in this Agreement they will be deemed to be followed by the words “without limitation”. The words “hereof,” “herein” and “herewith” and words of similar import will, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement, and article and section references are references to the articles and sections of this Agreement, unless otherwise specified. The plural of any defined term will have a meaning correlative to such defined term and words denoting any gender will include all genders and the neuter. Where a word or phrase is defined herein, each of its other grammatical forms will have a corresponding meaning. A reference to any legislation or to any provision of any legislation will include any modification, amendment, re-enactment thereof, any legislative provision substituted therefore and all rules, regulations and statutory instruments issued or related to such legislation. If any ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties, and no presumption or burden of proof will arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement. No prior draft of this Agreement will be used in the interpretation or construction of this Agreement. The parties intend that each provision of this Agreement will be given full separate and independent effect. Although the same or similar subject matters may be addressed in different provisions of this Agreement, the parties intend that, except as expressly provided herein, each such provision will be read separately, be given independent significance and not be construed as limiting any other provision of this Agreement (whether or not more general or more specific in scope, substance or content). Headings are used for convenience only and will not in any way affect the construction or interpretation of this Agreement. References If, for the purposes of this Agreement or obtaining judgment in any court, it is necessary to documents includes electronic communicationsconvert a sum hereunder in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures a commercial bank could purchase the first currency with such other currency on the Business Day such amount is due or the Business Day preceding that on which final judgment is given.

Construction and Interpretation. When a reference is made in this Agreement to a section or article, such reference will be to a section or article of this Agreement, unless otherwise clearly indicated to the contrary. Whenever the words “"include,” “" "includes” " or “"including” " are used in this Agreement they will be deemed to be followed by the words “"without limitation”". The words “"hereof,” “" "herein” " and “"herewith” " and words of similar import will, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement, and article and section references are references to the articles and sections of this Agreement, unless otherwise specified. The plural of any defined term will have a meaning correlative to such defined term and words denoting any gender will include all genders and the neuter. Where a word or phrase is defined herein, each of its other grammatical forms will have a corresponding meaning. A reference to any legislation or to any provision of any legislation will include any modification, amendment, re-enactment thereof, any legislative provision substituted therefore and all rules, regulations and statutory instruments issued or related to such legislation. If any ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties, and no presumption or burden of proof will arise favoring or disfavoring any party Party by virtue of the authorship of any provision of this Agreement. No prior draft of this Agreement will be used in the interpretation or construction of this Agreement. The parties Parties intend that each provision of this Agreement will be given full separate and independent effect. Although the same or similar subject matters may be addressed in different provisions of this Agreement, the parties Parties intend that, except as expressly provided herein, each such provision will be read separately, be given independent significance and not be construed as limiting any other provision of this Agreement (whether or not more general or more specific in scope, substance or content). Headings are used for convenience only and will not in any way affect the construction or interpretation of this Agreement. References The parties have caused this Agreement to documents includes electronic communications.be duly executed and delivered by their proper and duly authorized officers as of the date and year first written above. By: /s/ L. Xxxx Xxxxx Name: L. Xxxx Xxxxx Title: SVP, General Counsel and Secretary NOVELTY CAPITAL PARTNERS I, LLC By: NOVELTY CAPITAL LLC, its Manager By: /s/ Xxxxxxxx Xxxxxx Name: Xxxxxxxx Xxxxxx Title: Managing Partner THIS SECURED NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THIS SECURED NOTE MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. SECURED PROMISSORY NOTE $_____________ ________ 20__ Folsom, California FOR VALUE RECEIVED, Prisim Technologies Group, Inc., a Delaware corporation (the “Company”), hereby promises to pay to the order of ___________ (the “Holder”), or its registered assigns, in lawful money of the United States of America and in immediately available funds, the principal sum of $_____, together with accrued and unpaid interest thereon, each due and payable on the date and in the manner set forth below. This Note is issued pursuant to the Securities Purchase Agreement, dated as of __ March 2018 (the “Purchase Agreement”). Capitalized words used but not otherwise defined hereunder shall have the meaning ascribed to such terms in the Purchase Agreement. THE OBLIGATIONS DUE UNDER THIS NOTE ARE SECURED BY A SECURITY AGREEMENT (THE “SECURITY AGREEMENT”) AND AN INTELLECTUAL PROPERTY SECURITY AGREEMENT (“THE IP SECURITY AGREEMENT”), EACH DATED AS OF THE DATE HEREOF AND EXECUTED BY THE COMPANY FOR THE BENEFIT OF THE PURCHASER. ADDITIONAL RIGHTS OF THE PURCHASER ARE SET FORTH IN THE SECURITY AGREEMENT AND THE IP SECURITYAGREEMENT. The following is a statement of the rights of Holder and the conditions to which this Note is subject, and to which Holder, by the acceptance of this Note, agrees:

Construction and Interpretation. When a reference is made in this Agreement to a section or article, such reference will shall be to a section or article of this Agreement, Agreement unless otherwise clearly indicated to the contrary. Whenever the words “"include,” “" "includes” " or “"including” " are used in this Agreement they will shall be deemed to be followed by the words “"without limitation”. ." The words “"hereof,” “" "herein” " and “"herewith” " and words of similar import willshall, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement, and article article, section, paragraph, exhibit and section schedule references are references to the articles articles, sections, paragraphs, exhibits and sections schedules of this Agreement, Agreement unless otherwise specified. The plural of any defined term will shall have a meaning correlative to such defined term term, and words denoting any gender will shall include all genders and the neuter. Where a word or phrase is defined herein, each of its other grammatical forms will shall have a corresponding meaning. A reference to any party to this Agreement or any other agreement or document shall include such party's successors and permitted assigns. A reference to any legislation or to any provision of any legislation will shall include any modification, amendment, amendment or re-enactment thereof, any legislative provision substituted therefore therefor and all rules, regulations and statutory instruments issued thereunder or related to such legislationpursuant thereto. The parties have participated jointly in the negotiation and drafting of this Agreement. If any there is an ambiguity or a question of intent or interpretation arises, this Agreement will shall be construed as if drafted jointly by the parties, and no presumption or burden of proof will shall arise favoring or disfavoring any party by virtue of the authorship of any provision provisions of this Agreement. No prior draft of this Agreement will be used in the interpretation or construction of this Agreement. The parties intend that each Each provision of this Agreement will shall be given full separate and independent effect. Although the same or similar subject matters may be addressed in different provisions of this Agreement, the parties intend that, except as expressly provided hereinin this Agreement, each such provision will be read separately, be given independent significance and not be construed as limiting any other provision of in this Agreement (whether or not more general or more specific in scope, substance or contentcontext). Headings are No prior draft of this Agreement nor any course of performance or 52 course of dealing shall be used for convenience only and will not in any way affect the interpretation or construction or interpretation of this Agreement. References to documents includes electronic communications.

Construction and Interpretation. When a reference is made in this Agreement to a section or article, such reference will be to a section or article of this Agreement, unless otherwise clearly indicated to the contrary. Whenever the words “"include,” “" "includes” " or “"including” " are used in this Agreement they will be deemed to be followed by the words “"without limitation”". The words “"hereof,” “" "herein” " and “"herewith” " and words of similar import will, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement, and article and section references are references to the articles and sections of this Agreement, unless otherwise specified. The plural of any defined term will have a meaning correlative to such defined term and words denoting any gender will include all genders and the neuter. Where a word or phrase is defined herein, each of its other grammatical forms will have a corresponding meaning. A reference to any legislation or to any provision of any legislation will include any modification, amendment, re-enactment thereof, any legislative provision substituted therefore and all rules, regulations and statutory instruments issued or related to such legislation. If any ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties, and no presumption or burden of proof will arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement. No prior draft of this Agreement will be used in the interpretation or construction of this Agreement. The parties intend that each provision of this Agreement will be given full separate and independent effect. Although the same or similar subject matters may be addressed in different provisions of this Agreement, the parties intend that, except as expressly provided herein, each such provision will be read separately, be given independent significance and not be construed as limiting any other provision of this Agreement (whether or not more general or more specific in scope, substance or content). Headings are used for convenience only and will not in any way affect the construction or interpretation of this Agreement. References to documents includes electronic communications. The parties have caused this Agreement to be duly executed and delivered as of the date first written above. By: Name: Title: GREAT ELM CAPITAL MANAGEMENT, INC. By: Name: Title: This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 2016, is entered into by and among Great Elm Capital Corp., a Maryland corporation (including its successors, the “Company”) and the persons listed on the signature pages hereto under the heading “Holders” (“Holders”).

Construction and Interpretation. When a reference is made in this Agreement to a section or article, such reference will be to a section or article of this Agreement, unless otherwise clearly indicated to the contrary. Whenever the words “include,” “includes” or “including” are used in this Agreement they will be deemed to be followed by the words “without limitation”. The words “hereof,” “herein” and “herewith” and words of similar import will, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement, and article and section references are references to the articles and sections of this Agreement, unless otherwise specified. The plural of any defined term will have a meaning correlative to such defined term and words denoting any gender will include all genders and the neuter. Where a word or phrase is defined herein, each of its other grammatical forms will have a corresponding meaning. A reference to any legislation or to any provision of any legislation will include any modification, amendment, re-enactment thereof, any legislative provision substituted therefore and all rules, regulations and statutory instruments issued or related to such legislation. If any ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties, and no presumption or burden of proof will arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement. No prior draft of this Agreement will be used in the interpretation or construction of this Agreement. The parties intend that each provision of this Agreement will be given full separate and independent effect. Although the same or similar subject matters may be addressed in different provisions of this Agreement, the parties intend that, except as expressly provided herein, each such provision will be read separately, be given independent significance and not be construed as limiting any other provision of this Agreement (whether or not more general or more specific in scope, substance or content). Headings are used for convenience only and will not in any way affect the construction or interpretation of this Agreement. References to documents includes electronic communications. 1. Xxxxxx hereby agrees to contribute the assets listed under the Xxxxxx’x name on Exhibit 1 to this Joinder to Newco as part of the MAST Signing Date Portfolio on the terms and subject to the conditions in the Agreement. 2. Annex 1 to the Agreement is hereby amended and restated in the form of Exhibit 1. For the avoidance of doubt, only Approved Securities may be included in any revised Annex 1. 3. The Xxxxxx represents and warrants that: (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and to consummate the transactions contemplated hereby and to become a Fund under the Agreement; (ii) it meets all requirements of a Fund under the Agreement; (iii) from and after the Effective Date, it shall be bound as a Fund by the provisions of the Agreement and, to the extent set forth in Exhibit 1, shall have the obligations of a Fund thereunder; and (iv) it makes the representations and warranties of the Funds under the Agreement mutatis mutandis as of the Effective Date. 4. The provisions of Article 8 of the Agreement shall apply to mutatis mutandis to this Joinder.

Construction and Interpretation. When a reference is made in this Agreement to a section or article, such reference will be to a section or article of this Agreement, unless otherwise clearly indicated to the contrary. Whenever the words “"include,” “" "includes” " or “"including” " are used in this Agreement they will be deemed to be followed by the words “"without limitation”. ." The words “"hereof,” “" "herein” " and “"herewith” " and words of similar import will, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement, and article and section references are references to the articles and sections of this Agreement, unless otherwise specified. The plural of any defined term will have a meaning correlative to such defined term and words denoting any gender will include all genders and the neuter. Where a word or phrase is defined herein, each of its other grammatical forms will have a corresponding meaning. A reference to any legislation or to any provision of any legislation will include any modification, amendment, re-enactment thereof, any legislative provision substituted therefore and all rules, regulations and statutory instruments issued or related to such legislation. If any ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties, and no presumption or burden of proof will arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement. No prior draft of this Agreement will be used in the interpretation or construction of this Agreement. The parties intend that each provision of this Agreement will be given full separate and independent effect. Although the same or similar subject matters may be addressed in different provisions of this Agreement, the parties intend that, except as expressly provided herein, each such provision will be read separately, be given independent significance and not be construed as limiting any other provision of this Agreement (whether or not more general or more specific in scope, substance or content). Headings are used for convenience only and will not in any way affect the construction or interpretation of this Agreement. References to documents includes electronic communications.

Construction and Interpretation. When a reference is made in this Agreement to a section or article, such reference will be to a section or article of this Agreement, unless otherwise clearly indicated to the contrary. Whenever the words “include,” “includes” or “including” are used in this Agreement they will be deemed to be followed by the words “without limitation”. The words “hereof,” “herein” and “herewith” and words of similar import will, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement, and article and section references are references to the articles and sections of this Agreement, unless otherwise specified. The plural of any defined term will have a meaning correlative to such defined term and words denoting any gender will include all genders and the neuter. Where a word or phrase is defined herein, each of its other grammatical forms will have a corresponding meaning. A reference to any legislation or to any provision of any legislation will include any modification, amendment, re-enactment thereof, any legislative provision substituted therefore and all rules, regulations and statutory instruments issued or related to such legislation. If any ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties, and no presumption or burden of proof will arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement. No prior draft of this Agreement will be used in the interpretation or construction of this Agreement. The parties intend that each provision of this Agreement will be given full separate and independent effect. Although the same or similar subject matters may be addressed in different provisions of this Agreement, the parties intend that, except as expressly provided herein, each such provision will be read separately, be given independent significance and not be construed as limiting any other provision of this Agreement (whether or not more general or more specific in scope, substance or content). Headings are used for convenience only and will not in any way affect the construction or interpretation of this Agreement. References to documents includes electronic communications. The parties have caused this Agreement to be duly executed and delivered as of the date first written above. By: Name: Title: GREAT ELM CAPITAL MANAGEMENT, INC. By: Name: Title: Annex 3 REGISTRATION RIGHTS AGREEMENT Annex 3 - 1 Annex 3 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “ Agreement ”), dated as of [ ], 2016, is entered into by and among Great Elm Capital Corp., a Maryland corporation (including its successors, the “ Company ”) and the persons listed on the signature pages hereto under the heading “Holders” (“ Holders ”).

Construction and Interpretation. When a reference is made in this Agreement to a section or an article, such reference will be to a section or article of this Agreement, unless otherwise clearly indicated to the contrary. Whenever the words “"include,” “" "includes” " or “"including” " are used in this Agreement they will be deemed to be followed by the words “"without limitation”". The words “"hereof,” “" "herein” " and “"herewith” " and words of similar import will, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement, and article and section references are references to the articles and sections of this Agreement, unless otherwise specified. The plural of any defined term will have a meaning correlative to such defined term and words denoting any gender will include all genders and the neuter. Where a word or phrase is defined herein, each of its other grammatical forms will have a corresponding meaning. A reference to any legislation or to any provision of any legislation will include any modification, amendment, re-enactment thereof, any legislative provision substituted therefore and all rules, regulations and statutory instruments issued or related to such legislation. If any ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the partiesparties hereto, and no presumption or burden of proof will arise favoring or disfavoring any party hereto by virtue of the authorship of any provision of this Agreement. No prior draft of this Agreement will be used in the interpretation or construction of this Agreement. The parties intend that each provision of this Agreement will be given full separate and independent effect. Although the same or similar subject matters may be addressed in different provisions of this Agreement, the parties intend that, except as expressly provided herein, each such provision will be read separately, be given independent significance and not be construed as limiting any other provision of this Agreement (whether or not more general or more specific in scope, substance or content). Headings are used for convenience only and will not in any way affect the construction or interpretation of this Agreement. References to documents includes electronic communications.

Construction and Interpretation. When a reference is made in this Agreement to a section or article, such reference will be to a section or article of this Agreement, unless otherwise clearly indicated to the contrary. Whenever the words “include,” “includes” or “including” are used in this Agreement they will be deemed to be followed by the words “without limitation”. The words “hereof,” “herein” and “herewith” and words of similar import will, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement, and article and section references are references to the articles and sections of this Agreement, unless otherwise specified. The plural of any defined term will have a meaning correlative to such defined term and words denoting any gender will include all genders and the neuter. Where a word or phrase is defined herein, each of its other grammatical forms will have a corresponding meaning. A reference to any legislation or to any provision of any legislation will include any modification, amendment, re-enactment thereof, any legislative provision substituted therefore and all rules, regulations and statutory instruments issued or related to such legislation. If any ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties, and no presumption or burden of proof will arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement. No prior draft of this Agreement will be used in the interpretation or construction of this Agreement. The parties intend that each provision of this Agreement will be given full separate and independent effect. Although the same or similar subject matters may be addressed in different provisions of this Agreement, the parties intend that, except as expressly provided herein, each such provision will be read separately, be given independent significance and not be construed as limiting any other provision of this Agreement (whether or not more general or more specific in scope, substance or content). Headings are used for convenience only and will not in any way affect the construction or interpretation of this Agreement. References to documents includes electronic communications. The parties have duly executed and delivered this Agreement as of the date first written above. By: Name: Title: GREAT ELM CAPITAL MANAGEMENT, INC. By: Name: Title: Annex 5 JOINDER AGREEMENT This Joinder Agreement (this “Joinder), dated as of [ · ], 2016 (the “Effective Date”), by and among Great Elm Capital Corp., a Maryland corporation (“Newco”), [Insert name of new Fund] (the “Jxxxxx”) and [Insert name of existing Funds] (the “Existing Funds”). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Subscription Agreement, dated as of June 23, 2016 by and among Newco, Great Elm Capital Group, Inc. and the Existing Funds (as amended, restated, supplemented or otherwise modified from time to time, the “Agreement”), receipt of a copy of which is hereby acknowledged by the Jxxxxx. Full Circle is, in all respects, entitled to the benefit hereof and to enforce (by specific performance or otherwise) this Agreement and to receive damages incurred by Full Circle or its stockholders as a result of any breach hereof. 1. Jxxxxx hereby agrees to contribute the assets listed under the Jxxxxx’x name on Exhibit 1 to this Joinder to Newco as part of the MAST Signing Date Portfolio on the terms and subject to the conditions in the Agreement. 2. Annex 1 to the Agreement is hereby amended and restated in the form of Exhibit 1. For the avoidance of doubt, only Approved Securities may be included in any revised Annex 1. 3. The Jxxxxx represents and warrants that: (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and to consummate the transactions contemplated hereby and to become a Fund under the Agreement; (ii) it meets all requirements of a Fund under the Agreement; (iii) from and after the Effective Date, it shall be bound as a Fund by the provisions of the Agreement and, to the extent set forth in Exhibit 1, shall have the obligations of a Fund thereunder; and (iv) it makes the representations and warranties of the Funds under the Agreement mutatis mutandis as of the Effective Date. 4. The provisions of Article 8 of the Agreement shall apply to mutatis mutandis to this Joinder.

Construction and Interpretation. When a reference is made in this Agreement to a section or article, such reference will be to a section or article of this Agreement, unless otherwise clearly indicated to the contrary. Whenever the words “include,” “includes” or “including” are used in this Agreement they will be deemed to be followed by the words “without limitation”. The words “hereof,” “herein” and “herewith” and words of similar import will, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement, and article and section references are references to the articles and sections of this Agreement, unless otherwise specified. The plural of any defined term will have a meaning correlative to such defined term and words denoting any gender will include all genders and the neuter. Where a word or phrase is defined herein, each of its other grammatical forms will have a corresponding meaning. A reference to any legislation or to any provision of any legislation will include any modification, amendment, re-enactment thereof, any legislative provision substituted therefore and all rules, regulations and statutory instruments issued or related to such legislation. If any ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties, and no presumption or burden of proof will arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement. No prior draft of this Agreement will be used in the interpretation or construction of this Agreement. The parties intend that each provision of this Agreement will be given full separate and independent effect. Although the same or similar subject matters may be addressed in different provisions of this Agreement, the parties intend that, except as expressly provided herein, each such provision will be read separately, be given independent significance and not be construed as limiting any other provision of this Agreement (whether or not more general or more specific in scope, substance or content). Headings are used for convenience only and will not in any way affect the construction or interpretation of this Agreement. References to documents includes electronic communications.. [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK] 18