August [ ], 2020 Great Elm Capital Corp. Waltham, MA 02453 Attn: Adam Kleinman RE: Great Elm Capital Corp. – Rights Offer Dear Mr. Kleinman:Great Elm Capital Corp. • August 27th, 2020 • New York
This will serve as the Agreement between AST Fund Solutions, LLC (“AST Fund Solutions”) and Great Elm Capital Corp. (the “Client”), pursuant to which AST Fund Solutions will serve the Client as Information Agent for a Rights Offer (the “Offer”) for the Client.
SUBSCRIPTION AGENT AGREEMENTSubscription Agent Agreement • August 27th, 2020 • Great Elm Capital Corp. • New York
This SUBSCRIPTION AGENT AGREEMENT (this “Agreement”) is entered into as of [ ], 2020, by and between American Stock Transfer & Trust Company, LLC (the “Subscription Agent”) and Great Elm Capital Corp. (the “Company”).
GREAT ELM CAPITAL CORP. Up to 10,761,950 Shares of Common Stock Issuable Upon the Exercise of Non-Transferable Rights DEALER MANAGER AGREEMENTDealer Manager Agreement • August 27th, 2020 • 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 their respective agreements with and the appointment by the Company of Imperial Capital, LLC and Piper Sandler & Co. to act as dealer managers (each, a “Dealer Manager” and together, the “Dealer Managers”) 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 September 4, 2020 (the “Record Date”) of shares of common stock, par value $0.01 per share (the “Common Stock”), of the Company, of non-transferable rights (each, a “Right” and collectively, the “Rights”) entitling such Holders to subscribe collectively for up to an aggregate of 10,761,950 whole shares (each, a “Share” and collectively, the “Shares”) of Common Stock (the “Rights Offering”). Pursuant to the terms of the Rights Offering, the Company is issuing each Holder one Right for each share of Common
