FULL CIRCLE CAPITAL CORPORATION Up to 11,949,034 Shares of Common Stock Issuable Upon Exercise of Non-transferable Rights to Subscribe for Such Shares of Common Stock DEALER MANAGER AGREEMENTDealer Manager Agreement • March 10th, 2015 • Full Circle Capital Corp • New York
Full Circle Capital Corporation, a Maryland corporation (the “Company”), Full Circle Advisors, LLC, a Delaware limited liability company (the “Adviser”), and the Full Circle Service Company, LLC, a Delaware limited liability company (the “Administrator”), each confirms its agreement (the “Agreement”) with and appointment of Ladenburg Thalmann & Co. Inc. (“Ladenburg”) to act as dealer manager (the “Dealer Manager”) 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 March 6, 2015 (the “Record Date”) or such other date as is established as the record date for such purpose of shares of common stock, par value $0.01 per share (the “Common Stock”), of the Company, of non-transferable rights entitling Holders to subscribe collectively for up to an aggregate of up to 11,949,034 whole shares (each, a “Share” and, collectively, the “Shares”) of Common Stock (the “Rights Offering”). Pursuant to the terms of the Rights Offer
SUBSCRIPTION AGENT AGREEMENTSubscription Agent Agreement • March 10th, 2015 • Full Circle Capital Corp • New York
This SUBSCRIPTION AGENT AGREEMENT (this “Agreement”) is entered into as of __________________, by and between American Stock Transfer & Trust Company, LLC (the “Subscription Agent”) and Full Circle Capital Corporation (the “Company”).
Confidential Subscription Agreement for Shares of Common Stock, par value $0.01 per Share of Full Circle Capital Corporation INSTRUCTION PAGESubscription Agreement • March 10th, 2015 • Full Circle Capital Corp • New York
Prospective investors must complete this Subscription Agreement (the “Subscription Agreement”) in the manner described below. For purposes of this Subscription Agreement, the “investor” or “undersigned” is the person or entity for whose account the shares of common stock, par value $0.01 per share (the “Common Stock”) of Full Circle Capital Corporation, a Maryland corporation (the “Company”) are being purchased and that can satisfy the representations and warranties set forth in the Subscription Agreement. Another person or entity with investment authority may execute the Subscription Agreement on behalf of the undersigned, but should indicate the capacity in which it is doing so and the name of the undersigned.
February 26, 2015 Full Circle Corporation 2nd Floor Greenwich, CT 06830 Attn: Mr. Michael SellFull Circle Capital Corp • March 10th, 2015 • New York
This will serve as the Agreement between AST Fund Solutions, LLC (“AST Fund Solutions”) and Full Circle Corporation (the “Client”), pursuant to which AST Fund Solutions will serve the Client as Information Agent for a Rights Offer (the “Offer”) for the Client.
