GREAT ELM CAPITAL CORP. $[●] [●]% Notes Due 2022 FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • August 24th, 2017 • 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 Janney Montgomery Scott LLC (“Janney”) 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 Janney 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 2022, 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 additional $[●] agg
