0001104659-16-154983 Sample Contracts

AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Registration 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.

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INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • November 7th, 2016 • Great Elm Capital Corp. • Delaware

INVESTMENT MANAGEMENT AGREEMENT, dated as of September 27, 2016 (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”).

SECOND SUPPLEMENTAL INDENTURE by and among FULL CIRCLE CAPITAL CORPORATION, GREAT ELM CAPITAL CORP. and as Trustee Dated as of November 3, 2016
Second 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).

INDEMNIFICATION AGREEMENT
Indemnification 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”).

ADMINISTRATION AGREEMENT
Administration 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”).

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