0000950129-07-004081 Sample Contracts

Main Street Capital Corporation (a Maryland Corporation) Shares of Common Stock Par Value $0.01 per Share Underwriting Agreement
Main Street Capital CORP • August 15th, 2007 • New York

Morgan Keegan & Company, Inc. BB&T Capital Markets As representatives of the several Underwriters named in Schedule A c/o Morgan Keegan & Company, Inc. 50 North Front Street Memphis, TN 38103

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AMENDMENT TO EXCHANGE AGREEMENT
Exchange Agreement • August 15th, 2007 • Main Street Capital CORP

This Amendment to Exchange Agreement (this “Agreement”) is entered into as of August , 2007, among Main Street Capital Corporation, a Maryland corporation (“Parent”), and the undersigned members (the “IA Members”) of Main Street Capital Partners, LLC, a Delaware limited liability company (the “Investment Adviser”). Capitalized terms not otherwise defined herein shall have the meanings given them in the Exchange Agreement dated as of May 10, 2007 (the “Exchange Agreement”), among Parent and the IA Members.

AMENDMENT TO EXCHANGE AGREEMENT
Exchange Agreement • August 15th, 2007 • Main Street Capital CORP

This Amendment to Exchange Agreement (this “Agreement”) is entered into as of August ___, 2007, among Main Street Capital Corporation, a Maryland corporation (“Parent”), and the undersigned members (the “GP Members”) of Main Street Mezzanine Management, LLC, a Delaware limited liability company (the “General Partner”). Capitalized terms not otherwise defined herein shall have the meanings given them in the Exchange Agreement dated as of May 10, 2007 (the “Exchange Agreement”), among Parent and the GP Members.

AMENDMENT TO AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • August 15th, 2007 • Main Street Capital CORP

This Amendment to Agreement and Plan of Merger (this “Agreement”) is entered into as of August ___, 2007, among Main Street Capital Corporation, a Maryland corporation (“Parent”), MSCC Merger Sub, LLC, a Delaware limited liability company (“Merger Sub”), and Main Street Mezzanine Fund, LP, a Delaware limited partnership (the “Fund”). Capitalized terms not otherwise defined herein shall have the meanings given them in the Agreement and Plan of Merger dated as of May 10, 2007 (the “Merger Agreement”), among Parent, Merger Sub and the Fund.

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