0001133228-23-004571 Sample Contracts

GREAT ELM CAPITAL CORP. $[ ] [ ]% Notes Due 2028 UNDERWRITING AGREEMENT
Underwriting Agreement • July 24th, 2023 • Great Elm Capital Corp. • New York

The Company has entered into an amended and restated investment management agreement, dated as of August 1, 2022 (the “Investment Advisory Agreement”), with the Adviser. The Company has entered into an administration agreement, dated as of September 27, 2016 (the “Administration Agreement”), with the Adviser.

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FIFTH SUPPLEMENTAL INDENTURE between GREAT ELM CAPITAL CORP. and EQUINITI TRUST COMPANY, LLC, as Trustee Dated as of [ ], 2023 FIFTH SUPPLEMENTAL INDENTURE
Fifth 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).

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