GREAT ELM CAPITAL CORP. $[__________] [_____]% Notes Due 2029 UNDERWRITING AGREEMENTUnderwriting Agreement • September 9th, 2024 • Great Elm Capital Corp. • New York
Great Elm Capital Corp., a Maryland corporation (the “Company”), and Great Elm Capital Management, LLC, a Delaware limited liability company (the “Adviser”), each confirms with Lucid Capital Markets, LLC (“Lucid”) and each of the other underwriters named in Exhibit A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as provided in Section 8 hereof), for whom Lucid is acting as the representative (in such capacity, the “Representative”) with respect to the issuance and sale by the Company of $[__________] aggregate principal amount (the “Initial Securities”) of the Company’s [_____]% Notes due 2029, and the purchase by the Underwriters, acting severally and not jointly, of the respective aggregate principal amount of Initial Securities set forth opposite their respective names in Exhibit A hereto, and with respect to the grant by the Company to the Underwriters of the option described in Section 3(b) hereof to purchase all or any part of
CUSTODIAN AGREEMENTCustodian Agreement • September 26th, 2016 • Great Elm Capital Corp. • Massachusetts
This Agreement is made as of , 2016 (this “Agreement”),by and between GREAT ELM CAPITAL CORP., a corporation organized and existing under the laws of Maryland (the “Fund”) and STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust company (the “Custodian”).
THIRD SUPPLEMENTAL INDENTURE between GREAT ELM CAPITAL CORP. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Trustee Dated as of June 18, 2019Third Supplemental Indenture • June 18th, 2019 • Great Elm Capital Corp. • New York
THIS THIRD SUPPLEMENTAL INDENTURE (this “Third Supplemental Indenture”), dated as of June 18, 2019 is between Great Elm Capital Corp., a Maryland corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, as trustee (the “Trustee”). All capitalized terms used herein shall have the meaning set forth in the Base Indenture (as defined below).
GREAT ELM CAPITAL CORP. $[__________] [_____]% Notes Due 2029 UNDERWRITING AGREEMENTUnderwriting Agreement • February 29th, 2024 • Great Elm Capital Corp. • New York
Great Elm Capital Corp., a Maryland corporation (the “Company”), and Great Elm Capital Management, Inc., a Delaware corporation (the “Adviser”), each confirms with Ladenburg Thalmann & Co. Inc. (“Ladenburg”) and each of the other underwriters named in Exhibit A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as provided in Section 8 hereof), for whom Ladenburg is acting as the representative (in such capacity, the “Representative”) with respect to the issuance and sale by the Company of $[__________] aggregate principal amount (the “Initial Securities”) of the Company’s [_____]% Notes due 2029, and the purchase by the Underwriters, acting severally and not jointly, of the respective aggregate principal amount of Initial Securities set forth opposite their respective names in Exhibit A hereto, and with respect to the grant by the Company to the Underwriters of the option described in Section 3(b) hereof to purchase all or any part of a
SIXTH SUPPLEMENTAL INDENTURE between GREAT ELM CAPITAL CORP. and EQUINITI TRUST COMPANY, LLC, as Trustee Dated as of April 17, 2024 SIXTH SUPPLEMENTAL INDENTURESupplemental Indenture • April 17th, 2024 • Great Elm Capital Corp.
THIS SIXTH SUPPLEMENTAL INDENTURE (this “Sixth Supplemental Indenture”), dated as of April 17, 2024 is between Great Elm Capital Corp., a Maryland corporation (the “Company”), and Equiniti Trust Company, LLC (formerly known as American Stock Transfer & Trust Company, LLC), as trustee (the “Trustee”). All capitalized terms used herein shall have the meaning set forth in the Base Indenture (as defined below).
CUSTODY AGREEMENT dated as of January 2, 2020 by and between GREAT ELM CAPITAL CORP. (“Company”) and U.S. BANK NATIONAL ASSOCIATION (“Custodian”)Custody Agreement • May 11th, 2020 • Great Elm Capital Corp. • New York
THIS CUSTODY AGREEMENT (this “Agreement”) is dated as of January 2, 2020 and is by and between GREAT ELM CAPITAL CORP. (and any successor or permitted assign), a corporation organized under the laws of the State of Maryland, having its principal place of business at 800 South Street, Suite 230, Waltham, Massachusetts 02453 and U.S. BANK NATIONAL ASSOCIATION (or any successor or permitted assign acting as custodian hereunder, the “Custodian”), a national banking association having a place of business at One Federal Street, Third Floor, Boston, Massachusetts 02110.
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 7th, 2016 • Great Elm Capital Corp. • New York
This AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 4, 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”), and hereby amends and restates the Registration Rights Agreement, dated as of November 3, 2016 (the “Initial Agreement”), entered into by and among the Company and the Holders, in accordance with Section 3.8 of the Initial Agreement.
FOURTH SUPPLEMENTAL INDENTURE between GREAT ELM CAPITAL CORP. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Trustee Dated as of June 23, 2021Fourth Supplemental Indenture • June 23rd, 2021 • Great Elm Capital Corp. • New York
THIS FOURTH SUPPLEMENTAL INDENTURE (this “Fourth Supplemental Indenture”), dated as of June 23, 2021 is between Great Elm Capital Corp., a Maryland corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, as trustee (the “Trustee”). All capitalized terms used herein shall have the meaning set forth in the Base Indenture (as defined below).
Great Elm Capital Corp. 800 South Street, Suite 230 Waltham, MA 02453 Attn: Adam Kleinman RE: Great Elm Capital Corp. - Rights Offer Dear Mr. Kleinman:Information Agent Agreement • April 19th, 2022 • Great Elm Capital Corp. • New York
This will serve as the Agreement between AST Fund Solutions, LLC (“AST Fund Solutions”) and Great Elm Capital Corp. (the “Client”), pursuant to which AST Fund Solutions will serve the Client as Information Agent for a Rights Offer (the “Offer”) for the Client.
CUSTODY AGREEMENTCustody Agreement • February 29th, 2024 • Great Elm Capital Corp. • Illinois
AGREEMENT dated as of July 1, 2023, between Great Elm Capital Corp., a corporation organized under the laws of the State of Maryland, having its principal office and place of business at 800 South Street, Suite 230, Waltham, MA 02453 (the “Fund”), and THE NORTHERN TRUST COMPANY (the “Custodian”), an Illinois company with its principal place of business at 50 South LaSalle Street, Chicago, Illinois 60603.
SUBSCRIPTION AGENT AGREEMENTSubscription Agent Agreement • April 19th, 2022 • Great Elm Capital Corp. • New York
This SUBSCRIPTION AGENT AGREEMENT (this “Agreement”) is entered into as of [_____] [_], 2022, by and between American Stock Transfer & Trust Company, LLC (the “Subscription Agent”) and Great Elm Capital Corp. (the “Company”).
Share PURCHASE AGREEMENTShare Purchase Agreement • June 24th, 2024 • Great Elm Capital Corp. • New York
SHARE PURCHASE AGREEMENT (this “Agreement”), dated as of June 21, 2024, by and between Great Elm Capital Corp., a Maryland corporation (the “Company”), and Prosper Peak Holdings, LLC, a Delaware limited liability company (the “Purchaser”).
Up to [•] Shares of Common Stock Issuable Upon the Exercise of Non-Transferable Rights DEALER MANAGER AGREEMENTDealer Manager Agreement • April 19th, 2022 • Great Elm Capital Corp. • New York
Great Elm Capital Corp., a Maryland corporation (the “Company”), and Great Elm Capital Management, Inc., a Delaware corporation (the “Adviser”), each confirms their respective agreements with and the appointment by the Company of Oppenheimer & Co. Inc. and Imperial Capital, LLC to act as dealer managers (each, a “Dealer Manager” and together, the “Dealer Managers”) 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 [•], 2022 (the “Record Date”) of shares of common stock, par value $0.01 per share (the “Common Stock”), of the Company, of non-transferable rights (each, a “Right” and collectively, the “Rights”) entitling such Holders to subscribe collectively for up to an aggregate of [•] whole shares (each, a “Share” and collectively, the “Shares”) of Common Stock (the “Rights Offering”). Pursuant to the terms of the Rights Offering, the Company is issuing each Holder one Right for each share of Common Stock held b
GREAT ELM CAPITAL CORP. $43,000,000 6.75% Notes Due 2025 UNDERWRITING AGREEMENTUnderwriting Agreement • January 22nd, 2018 • Great Elm Capital Corp. • New York
Great Elm Capital Corp., a Maryland corporation (the “Company”), and Great Elm Capital Management, Inc., a Delaware corporation (the “Adviser”), each confirms with Ladenburg Thalmann & Co. Inc. (“Ladenburg”) and each of the other underwriters named in Exhibit A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as provided in Section 8 hereof), for whom Ladenburg is acting as the representative (in such capacity, the “Representative”) with respect to the issuance and sale by the Company of $43,000,000 aggregate principal amount (the “Initial Securities”) of the Company’s 6.75% Notes due 2025, and the purchase by the Underwriters, acting severally and not jointly, of the respective aggregate principal amount of Initial Securities set forth opposite their respective names in Exhibit A hereto, and with respect to the grant by the Company to the Underwriters of the option described in Section 3(b) hereof to purchase all or any part of an add
THIRD AMENDMENT TO LOAN, GUARANTEE AND SECURITY AGREEMENTLoan, Guarantee and Security Agreement • November 27th, 2023 • Great Elm Capital Corp. • New York
AGREEMENT (this “Amendment”), dated as of November 22, 2023, is by and between GREAT ELM CAPITAL CORP., a Maryland corporation (“Borrower”) and CITY NATIONAL BANK (“CNB”), as lender (in such capacity, together with its successors and assigns in such capacity, “Bank”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Credit Agreement.
AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENTInvestment Management Agreement • June 16th, 2023 • Great Elm Capital Corp. • Delaware
INVESTMENT MANAGEMENT AGREEMENT, dated as of August 1, 2022 (this “Agreement”), by and between Great Elm Capital Corp., a Maryland corporation (the “Company”), and Great Elm Capital Management, Inc., a Delaware corporation (the “Investment Manager”).
= CERTAIN INFORMATION IN THIS DOCUMENT HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. SECOND AMENDED AND RESTATED LIMITED LIABILITY...Limited Liability Company Agreement • August 22nd, 2024 • Great Elm Capital Corp. • Delaware
This Second Amended and Restated Limited Liability Company Agreement (this “Agreement”) of CLO FORMATION JV, LLC, a Delaware limited liability company (the “Company”), is entered into as of August 20, 2024 (the “Effective Date”), by and among those persons or entities signing below or identified on the Members Schedule (as the same may be amended from time to time) as members (the “Members”) of the Company.
SECOND SUPPLEMENTAL INDENTURE by and among FULL CIRCLE CAPITAL CORPORATION, GREAT ELM CAPITAL CORP. and as Trustee Dated as of November 3, 2016Second Supplemental Indenture • November 7th, 2016 • Great Elm Capital Corp. • New York
This SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”), dated as of November 3, 2016, is by and among Full Circle Capital Corporation a Maryland corporation (the “Company”), Great Elm Capital Corp., a Maryland corporation (“Successor”), and U.S. Bank National Association, as trustee under the Indenture referred to below (the “Trustee”). All capitalized terms used herein shall have the meaning set forth in the Base Indenture (as defined below).
SEVENTH SUPPLEMENTAL INDENTURE between GREAT ELM CAPITAL CORP. and EQUINITI TRUST COMPANY, LLC, as Trustee Dated as of September 19, 2024Seventh Supplemental Indenture • September 19th, 2024 • Great Elm Capital Corp.
THIS SEVENTH SUPPLEMENTAL INDENTURE (this “Seventh Supplemental Indenture”), dated as of September 19, 2024 is between Great Elm Capital Corp., a Maryland corporation (the “Company”), and Equiniti Trust Company, LLC (formerly known as American Stock Transfer & Trust Company, LLC), as trustee (the “Trustee”). All capitalized terms used herein shall have the meaning set forth in the Base Indenture (as defined below).
Purchase AgreementPurchase Agreement • July 10th, 2024 • Great Elm Capital Corp. • New York
THIS PURCHASE AGREEMENT (this “Agreement”) is entered into as of July 9, 2024, by and among Great Elm Capital Corp., a Maryland corporation (the “Company”), Great Elm Capital Management, LLC, a Delaware limited liability company (the “Adviser”), and the purchasers identified on Appendix A hereto (each, a “Purchaser” and collectively, the “Purchasers”).
SECOND SUPPLEMENTAL INDENTURE by and among FULL CIRCLE CAPITAL CORPORATION, GREAT ELM CAPITAL CORP. and as Trustee Dated as of November 3, 2016Second Supplemental Indenture • March 30th, 2017 • Great Elm Capital Corp. • New York
This SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”), dated as of November 3, 2016, is by and among Full Circle Capital Corporation a Maryland corporation (the “Company”), Great Elm Capital Corp., a Maryland corporation (“Successor”), and U.S. Bank National Association, as trustee under the Indenture referred to below (the “Trustee”). All capitalized terms used herein shall have the meaning set forth in the Base Indenture (as defined below).
INDEMNIFICATION AGREEMENTIndemnification Agreement • November 7th, 2016 • Great Elm Capital Corp. • Maryland
INDEMNIFICATION AGREEMENT (this “Agreement”), dated as of [·] (the “Effective Date”), by and between [·] (“Indemnitee”) and Great Elm Capital Corp., a Maryland corporation (the “Company”).
SECOND SUPPLEMENTAL INDENTURE between GREAT ELM CAPITAL CORP. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Trustee Dated as ofSecond Supplemental Indenture • December 4th, 2017 • Great Elm Capital Corp. • New York
THIS SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”), dated as of , is between Great Elm Capital Corp., a Maryland corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, as trustee (the “Trustee”). All capitalized terms used herein shall have the meaning set forth in the Base Indenture (as defined below).
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • August 1st, 2016 • Great Elm Capital Corp. • Maryland
INDEMNIFICATION AGREEMENT (this “Agreement”), dated as of • (the “Effective Date”), by and between (“Indemnitee”) and Great Elm Capital Corp., a Maryland corporation, managed by Great Elm Capital Management, Inc., a Delaware corporation, for which the Indemnitee serves as an officer or director (the “Company”).
FIRST SUPPLEMENTAL INDENTURE between GREAT ELM CAPITAL CORP. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Trustee Dated as of September 18, 2017First Supplemental Indenture • September 21st, 2017 • Great Elm Capital Corp. • New York
THIS FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”), dated as of September 18, 2017, is between Great Elm Capital Corp., a Maryland corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, as trustee (the “Trustee”). All capitalized terms used herein shall have the meaning set forth in the Base Indenture (as defined below).
FIFTH SUPPLEMENTAL INDENTURE between GREAT ELM CAPITAL CORP. and EQUINITI TRUST COMPANY, LLC, as Trustee Dated as of [ ], 2023 FIFTH SUPPLEMENTAL INDENTUREFifth Supplemental Indenture • July 24th, 2023 • Great Elm Capital Corp.
THIS FIFTH SUPPLEMENTAL INDENTURE (this “Fifth Supplemental Indenture”), dated as of [ ], 2023 is between Great Elm Capital Corp., a Maryland corporation (the “Company”), and Equiniti Trust Company, LLC (formerly known as American Stock Transfer & Trust Company, LLC), as trustee (the “Trustee”). All capitalized terms used herein shall have the meaning set forth in the Base Indenture (as defined below).
ADMINISTRATION AGREEMENTAdministration Agreement • November 7th, 2016 • Great Elm Capital Corp. • Delaware
ADMINISTRATION AGREEMENT, dated as of September 27, 2016 (this “Agreement”), by and between Great Elm Capital Management, Inc., a Delaware corporation (the “Administrator”), and Great Elm Capital Corp., a Maryland corporation (the “Company”).
CONFIDENTIAL SEPARATION AGREEMENT AND RELEASESeparation Agreement • August 10th, 2018 • Great Elm Capital Corp. • Massachusetts
This Confidential Separation Agreement and Release (this “Agreement”), dated as of June 4, 2018, is by and between Michael Sell (“Employee”) and Great Elm Capital Management, Inc., a Delaware corporation (“Employer”).
TRADEMARK LICENSE AGREEMENTTrademark License Agreement • August 1st, 2016 • Great Elm Capital Corp. • Delaware
This TRADEMARK LICENSE AGREEMENT, dated as of ·, 2016 (this “Agreement”), is by and between Great Elm Capital Group, Inc., a Delaware corporation (the “Licensor”), and Great Elm Capital Corp., a Maryland corporation (the “Company”).
Custodian AgreementCustodian Agreement • March 30th, 2017 • Great Elm Capital Corp. • Massachusetts
This Agreement is made as of October 27, 2016 (this “Agreement”),by and between Great Elm Capital Corp., a corporation organized and existing under the laws of Maryland (the “Fund”) and State Street Bank and Trust Company, a Massachusetts trust company (the “Custodian”).
Share PURCHASE AGREEMENTShare Purchase Agreement • December 12th, 2024 • Great Elm Capital Corp. • New York
SHARE PURCHASE AGREEMENT (this “Agreement”), dated as of December 11, 2024, by and between Great Elm Capital Corp., a Maryland corporation (the “Company”), and Summit Grove Partners, LLC, a Delaware limited liability company (the “Purchaser”).
