FORM OF UNDERWRITING AGREEMENT] FULL CIRCLE CAPITAL CORPORATION [ ]% Senior Notes due 2020 UNDERWRITING AGREEMENTUnderwriting Agreement • June 19th, 2013 • Full Circle Capital Corp • New York
FULL CIRCLE CAPITAL CORPORATION Up to 11,949,034 Shares of Common Stock Issuable Upon Exercise of Non-transferable Rights to Subscribe for Such Shares of Common Stock DEALER MANAGER AGREEMENTDealer Manager Agreement • March 10th, 2015 • Full Circle Capital Corp • New York
Full Circle Capital Corporation, a Maryland corporation (the “Company”), Full Circle Advisors, LLC, a Delaware limited liability company (the “Adviser”), and the Full Circle Service Company, LLC, a Delaware limited liability company (the “Administrator”), each confirms its agreement (the “Agreement”) with and appointment of Ladenburg Thalmann & Co. Inc. (“Ladenburg”) to act as dealer manager (the “Dealer Manager”) in connection with the issuance by the Company to the holders of record (the “Holders”) at 5:00 p.m. (New York City time) on March 6, 2015 (the “Record Date”) or such other date as is established as the record date for such purpose of shares of common stock, par value $0.01 per share (the “Common Stock”), of the Company, of non-transferable rights entitling Holders to subscribe collectively for up to an aggregate of up to 11,949,034 whole shares (each, a “Share” and, collectively, the “Shares”) of Common Stock (the “Rights Offering”). Pursuant to the terms of the Rights Offer
INDEMNIFICATION AGREEMENTIndemnification Agreement • August 5th, 2010 • Full Circle Capital Corp • Maryland
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into this ___ day of _______________, 2010, by and between Full Circle Capital Corporation, a Maryland corporation (the “Company”), and the undersigned (“Indemnitee”).
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • June 27th, 2016 • Full Circle Capital Corp • Maryland
AGREEMENT AND PLAN OF MERGER, dated as of June 23, 2016 (this "Agreement"), by and between Full Circle Capital Corporation, a Maryland corporation (the "Company") and Great Elm Capital Corp., a Maryland corporation ("Newco"). Certain capitalized terms used in this Agreement have the meanings ascribed to them in Section 7.14.
THIRD AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 1st, 2012 • Full Circle Capital Corp • New York
THIS THIRD AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) is made and entered into as of the 31st day of July, 2012 between FCC, LLC, d/b/a First Capital, a Florida limited liability company (“Lender”), and FULL CIRCLE CAPITAL CORPORATION, a Maryland corporation (“Borrower”).
Form of Subscription Agreement for Common Stock]Full Circle Capital Corp • July 15th, 2014 • New York
The undersigned understands that pursuant to a prospectus supplement, dated as of July 14, 2014 (together with the base prospectus, dated as of December 16, 2013, attached thereto, the “Prospectus”), Full Circle Capital Corporation, a Maryland corporation (the “Company”), is offering (the “Offering”) for sale its common stock, par value $0.01 per share (the “Common Stock”). The shares of Common Stock are being offered for sale at a purchase price of $7.40 per share.
LICENSE AGREEMENTLicense Agreement • August 5th, 2010 • Full Circle Capital Corp • New York
This LICENSE AGREEMENT (this “Agreement”) is made and effective as of July 14, 2010 (the “Effective Date”) by and between FULL CIRCLE ADVISORS, LLC, a Delaware limited liability company (the “Licensor”) and FULL CIRCLE CAPITAL CORPORATION, a Maryland corporation (the “Company”) (each a “party,” and collectively, the “parties”).
ADMINISTRATION AGREEMENTAdministration Agreement • August 5th, 2010 • Full Circle Capital Corp • New York
This Agreement (“Agreement”) is made as of July 14, 2010 by and between FULL CIRCLE CAPITAL CORPORATION. a Maryland corporation (the “Company”), and FULL CIRCLE SERVICE COMPANY, LLC, a Delaware limited liability company (the “Administrator”).
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • September 15th, 2014 • Full Circle Capital Corp • New York
THIS THIRD AMENDMENT TO CREDIT AGREEMENT (the “Agreement”) dated as of September 12, 2014, is by and among SANTANDER BANK, N.A. (formerly known as Sovereign Bank, N.A.) as agent for the Lenders hereunder (in such capacity, together with its successors in such capacity, the “Agent”), each of the lenders that is a party or signatory hereto and identified under the caption “LENDERS” on the signature pages hereto or that shall become a “Lender” thereunder (individually, a “Lender” and, collectively, the “Lenders”), and FULL CIRCLE CAPITAL CORPORATION, a Maryland corporation having an office at 102 Greenwich Avenue, 2nd Floor, Greenwich, CT 06830 (the “Borrower”).
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • November 7th, 2013 • Full Circle Capital Corp • New York
THIS SECOND AMENDMENT TO CREDIT AGREEMENT (the “Agreement”) dated as of November 6, 2013, is by and between SANTANDER BANK, N.A. (formerly known as Sovereign Bank, N.A.) as agent for the Lenders hereunder (in such capacity, together with its successors in such capacity, the “Agent”), each of the lenders that is a party or signatory hereto and identified under the caption “LENDERS” on the signature pages hereto or that shall become a “Lender” hereunder (individually, a “Lender” and, collectively, the “Lenders”), and FULL CIRCLE CAPITAL CORPORATION, a Maryland corporation having an office at 800 Westchester Avenue, Suite S-620, Rye Brook, New York 10573 (the “Borrower”).
CREDIT AGREEMENT by and among SOVEREIGN BANK, N.A., AS AGENT, THE LENDERS party or signatory HERETO and FULL CIRCLE CAPITAL CORPORATION June 3, 2013Credit Agreement • June 4th, 2013 • Full Circle Capital Corp • New York
THIS CREDIT AGREEMENT (the “Agreement”) dated as of June 3, 2013 is by and among SOVEREIGN BANK, N.A., as agent for the Lenders hereunder (in such capacity, together with its successors in such capacity, the “Agent”), each of the lenders that is a party or signatory hereto and identified under the caption “LENDERS” on the signature pages hereto or that, pursuant to Section 12.1 hereof, shall become a “Lender” hereunder (individually, a “Lender” and, collectively, the “Lenders”), and FULL CIRCLE CAPITAL CORPORATION, a Maryland corporation having an office at 800 Westchester Avenue, Suite S-620, Rye Brook, New York 10573 (the “Borrower”).
SUBSCRIPTION AGREEMENTAdministration Agreement • June 27th, 2016 • Full Circle Capital Corp • Delaware
SUBSCRIPTION AGREEMENT, dated as of June 23, 2016 (this "Agreement"), by and among Great Elm Capital Corp., a Maryland corporation ("Newco"), Great Elm Capital Group, Inc., a Delaware corporation ("Great Elm"), and the Funds (as defined herein), and, as to Section 1 only, MAST Capital Management LLC, a Delaware limited liability company (“MAST”). Certain capitalized terms used in this Agreement have the meanings ascribed to them in Section 7.14 of the Merger Agreement (as defined below).
SUBSCRIPTION AGENT AGREEMENTSubscription Agent Agreement • March 10th, 2015 • Full Circle Capital Corp • New York
This SUBSCRIPTION AGENT AGREEMENT (this “Agreement”) is entered into as of __________________, by and between American Stock Transfer & Trust Company, LLC (the “Subscription Agent”) and Full Circle Capital Corporation (the “Company”).
Confidential Subscription Agreement for Shares of Common Stock, par value $0.01 per Share of Full Circle Capital Corporation INSTRUCTION PAGESubscription Agreement • March 10th, 2015 • Full Circle Capital Corp • New York
Prospective investors must complete this Subscription Agreement (the “Subscription Agreement”) in the manner described below. For purposes of this Subscription Agreement, the “investor” or “undersigned” is the person or entity for whose account the shares of common stock, par value $0.01 per share (the “Common Stock”) of Full Circle Capital Corporation, a Maryland corporation (the “Company”) are being purchased and that can satisfy the representations and warranties set forth in the Subscription Agreement. Another person or entity with investment authority may execute the Subscription Agreement on behalf of the undersigned, but should indicate the capacity in which it is doing so and the name of the undersigned.
Form of Senior Unsecured Note]Full Circle Capital Corp • August 5th, 2010 • New York
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.
Form of Second Amended and Restated Loan and Security Agreement] SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT Dated as of August [ ], 2010 Between FULL CIRCLE CAPITAL CORPORATION (Borrower) and FCC, LLC, d/b/a First Capital (Lender)Loan and Security Agreement • August 26th, 2010 • Full Circle Capital Corp • New York
This SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) is entered into as of this [ ]th day of August, 2010 between FULL CIRCLE CAPITAL CORPORATION, a Maryland corporation (“Borrower”), and FCC, LLC, d/b/a FIRST CAPITAL, a Florida limited liability company (“Lender”).
PLEDGE AGREEMENTPledge Agreement • June 4th, 2013 • Full Circle Capital Corp • New York
THIS PLEDGE AND SECURITY AGREEMENT is dated June 3, 2013 by FULL CIRCLE CAPITAL CORPORATION, a Maryland corporation, having and address at 800 Westchester Avenue, Suite S-620, Rye Brook, New York 10573 (the “Pledgor”), in favor of SOVEREIGN BANK, N.A. as agent , having an office located at 45 East 53rd Street, New York, New York 10022 (in such capacity, together with its successors in such capacity, the “Agent”).
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • November 7th, 2013 • Full Circle Capital Corp • New York
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (the “Agreement”) dated as of September 25, 2013, is by and between SOVEREIGN BANK, N.A., as agent for the Lenders hereunder (in such capacity, together with its successors in such capacity, the “Agent”), each of the lenders that is a party or signatory hereto and identified under the caption “LENDERS” on the signature pages hereto or that shall become a “Lender” hereunder (individually, a “Lender” and, collectively, the “Lenders”), and FULL CIRCLE CAPITAL CORPORATION, a Maryland corporation having an office at 800 Westchester Avenue, Suite S-620, Rye Brook, New York 10573 (the “Borrower”).
INVESTMENT ADVISORY AGREEMENT BETWEEN FULL CIRCLE CAPITAL CORPORATION AND FULL CIRCLE ADVISORS, LLCInvestment Advisory Agreement • August 5th, 2010 • Full Circle Capital Corp • New York
Agreement (this “Agreement”) made this 13th day of July 2010, by and between FULL CIRCLE CAPITAL CORPORATION, a Maryland corporation (“Company”), and FULL CIRCLE ADVISORS, LLC, a Delaware limited liability company (the “Adviser”).
SECURITY AGREEMENTSecurity Agreement • June 4th, 2013 • Full Circle Capital Corp • New York
THIS SECURITY AGREEMENT (this “Agreement”) dated June 3, 2013, is by FULL CIRCLE CAPITAL CORPORATION, a Maryland corporation, having an address at 800 Westchester Avenue, Suite S-620, Rye Brook, New York 10573 (the “Borrower”), in favor of SOVEREIGN BANK, N.A., as agent, having an office at 45 East 53rd Street, New York, New York 10022 (in such capacity, together with its successors in such capacity, the “Agent”).
FOURTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • June 9th, 2016 • Full Circle Capital Corp • New York
THIS FOURTH AMENDMENT TO CREDIT AGREEMENT (the “Agreement”), effective as of June 3, 2016 (the “Effective Date”), is by and among SANTANDER BANK, N.A. (formerly known as Sovereign Bank, N.A.) as agent for the Lenders hereunder (in such capacity, together with its successors in such capacity, the “Agent”), each of the lenders that is a party or signatory hereto and identified under the caption “LENDERS” on the signature pages hereto or that shall become a “Lender” thereunder (individually, a “Lender” and, collectively, the “Lenders”), and FULL CIRCLE CAPITAL CORPORATION, a Maryland corporation having an office at 102 Greenwich Avenue, 2nd Floor, Greenwich, CT 06830 (the “Borrower”).
FULL CIRCLE CAPITAL CORPORATIONAdministration Agreement • June 27th, 2016 • Full Circle Capital Corp • New York
February 26, 2015 Full Circle Corporation 2nd Floor Greenwich, CT 06830 Attn: Mr. Michael SellFull Circle Capital Corp • March 10th, 2015 • New York
This will serve as the Agreement between AST Fund Solutions, LLC (“AST Fund Solutions”) and Full Circle Corporation (the “Client”), pursuant to which AST Fund Solutions will serve the Client as Information Agent for a Rights Offer (the “Offer”) for the Client.
FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 2nd, 2012 • Full Circle Capital Corp • New York
THIS FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) is made and entered into as of the 31st day of October, 2012 between FCC, LLC, d/b/a First Capital, a Florida limited liability company (“Lender”), and FULL CIRCLE CAPITAL CORPORATION, a Maryland corporation (“Borrower”).
1,650,000 Shares FULL CIRCLE CAPITAL CORPORATION Common Stock, $0.01 par value per Share UNDERWRITING AGREEMENTInvestment Advisory Agreement • January 15th, 2014 • Full Circle Capital Corp • New York
Form of Purchase and Sale Agreement] PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • August 26th, 2010 • Full Circle Capital Corp • New York
THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is entered into by and among FULL CIRCLE PARTNERS, LP, a Delaware limited partnership (“FC Partners”), FULL CIRCLE FUND, LTD., a Cayman Islands exempted company (“FC Fund”), FULL CIRCLE OFFSHORE, LLC, a Delaware limited liability company and wholly-owned subsidiary of FC Fund (“FC Offshore” and together with FC Partners and FC Fund, the “Sellers” and each individually, a “Seller”), FULL CIRCLE CAPITAL CORPORATION, a Maryland corporation (“Purchaser”) and FCC, LLC, D/B/A FIRST CAPITAL (“Lender”), this [ ]th day of August, 2010 (the “Closing Date”).
October 15, 2016 Full Circle Capital CorporationFull Circle Capital Corp • October 17th, 2016
Form of Note Agreement]Note Agreement • August 5th, 2010 • Full Circle Capital Corp • New York
This NOTE AGREEMENT (this “Agreement”), dated as of _____________, 2010, is among Full Circle Capital Corporation, a Maryland corporation (the “Company”), and the several investors listed on Schedule I attached hereto (each an “Investor” and, collectively, the “Investors”).
WAIVER AND SECOND AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 10th, 2012 • Full Circle Capital Corp • New York
THIS WAIVER AND SECOND AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) is made and entered into as of the 7th day of May, 2012 between FCC, LLC, d/b/a First Capital, a Florida limited liability company (“Lender”), and FULL CIRCLE CAPITAL CORPORATION, a Maryland corporation (“Borrower”).
