0001144204-16-109884 Sample Contracts

SUBSCRIPTION AGREEMENT
Subscription Agreement • June 27th, 2016 • Full Circle Capital Corp • Delaware

SUBSCRIPTION AGREEMENT, dated as of June 23, 2016 (this "Agreement"), by and among Great Elm Capital Corp., a Maryland corporation ("Newco"), Great Elm Capital Group, Inc., a Delaware corporation ("Great Elm"), and the Funds (as defined herein), and, as to Section 1 only, MAST Capital Management LLC, a Delaware limited liability company (“MAST”). Certain capitalized terms used in this Agreement have the meanings ascribed to them in Section 7.14 of the Merger Agreement (as defined below).

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AGREEMENT AND PLAN OF MERGER
Merger Agreement • June 27th, 2016 • Full Circle Capital Corp • Maryland

AGREEMENT AND PLAN OF MERGER, dated as of June 23, 2016 (this "Agreement"), by and between Full Circle Capital Corporation, a Maryland corporation (the "Company") and Great Elm Capital Corp., a Maryland corporation ("Newco"). Certain capitalized terms used in this Agreement have the meanings ascribed to them in Section 7.14.

FULL CIRCLE CAPITAL CORPORATION
Investment Advisory Agreement • June 27th, 2016 • Full Circle Capital Corp • New York
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