GREAT ELM CAPITAL CORP. $[•] [•]% Notes Due 20[•] UNDERWRITING AGREEMENTUnderwriting Agreement • September 28th, 2018 • Great Elm Capital Corp. • New York
Great Elm Capital Corp., a Maryland corporation (the “Company”), and Great Elm Capital Management, Inc., a Delaware corporation (the “Adviser”), each confirms with Ladenburg Thalmann & Co. Inc. (“Ladenburg”) and each of the other underwriters named in Exhibit A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as provided in Section 8 hereof), for whom Ladenburg is acting as the representative (in such capacity, the “Representative”) with respect to the issuance and sale by the Company of $[•] aggregate principal amount (the “Initial Securities”) of the Company’s [•]% Notes due 20[•], and the purchase by the Underwriters, acting severally and not jointly, of the respective aggregate principal amount of Initial Securities set forth opposite their respective names in Exhibit A hereto, and with respect to the grant by the Company to the Underwriters of the option described in Section 3(b) hereof to purchase all or any part of an additional
THIRD SUPPLEMENTAL INDENTURE between GREAT ELM CAPITAL CORP. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Trustee Dated as ofThird Supplemental Indenture • September 28th, 2018 • Great Elm Capital Corp. • New York
THIS THIRD SUPPLEMENTAL INDENTURE (this “Third Supplemental Indenture”), dated as of , is between Great Elm Capital Corp., a Maryland corporation (the “Company”), and 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).
