Great Elm Capital Corp. Sample Contracts

GREAT ELM CAPITAL CORP. $40,000,000 6.50% Notes Due 2024 UNDERWRITING AGREEMENT
Underwriting Agreement • June 18th, 2019 • 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 $40,000,000 aggregate principal amount (the “Initial Securities”) of the Company’s 6.50% Notes due 2024, 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 add

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CUSTODIAN AGREEMENT
Custodian Agreement • September 26th, 2016 • Great Elm Capital Corp. • Massachusetts

This Agreement is made as of , 2016 (this “Agreement”),by and between GREAT ELM CAPITAL CORP., a corporation organized and existing under the laws of Maryland (the “Fund”) and STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust company (the “Custodian”).

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GREAT ELM CAPITAL CORP. $[__________] [_____]% Notes Due 2029 UNDERWRITING AGREEMENT
Underwriting Agreement • February 29th, 2024 • 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 2029, 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 a

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FOURTH SUPPLEMENTAL INDENTURE between GREAT ELM CAPITAL CORP. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Trustee Dated as of June 23, 2021
Fourth Supplemental Indenture • June 23rd, 2021 • Great Elm Capital Corp. • New York

THIS FOURTH SUPPLEMENTAL INDENTURE (this “Fourth Supplemental Indenture”), dated as of June 23, 2021 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).

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AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 7th, 2016 • Great Elm Capital Corp. • New York

This AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 4, 2016, is entered into by and among Great Elm Capital Corp., a Maryland corporation (including its successors, the “Company”) and the persons listed on the signature pages hereto under the heading “Holders” (“Holders”), and hereby amends and restates the Registration Rights Agreement, dated as of November 3, 2016 (the “Initial Agreement”), entered into by and among the Company and the Holders, in accordance with Section 3.8 of the Initial Agreement.

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THIRD SUPPLEMENTAL INDENTURE between GREAT ELM CAPITAL CORP. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Trustee Dated as of June 18, 2019
Third Supplemental Indenture • June 18th, 2019 • Great Elm Capital Corp. • New York

THIS THIRD SUPPLEMENTAL INDENTURE (this “Third Supplemental Indenture”), dated as of June 18, 2019 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).

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Great Elm Capital Corp. 800 South Street, Suite 230 Waltham, MA 02453 Attn: Adam Kleinman RE: Great Elm Capital Corp. - Rights Offer Dear Mr. Kleinman:
Great Elm Capital Corp. • April 19th, 2022 • 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.

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CUSTODY AGREEMENT
Custody Agreement • February 29th, 2024 • Great Elm Capital Corp. • Illinois

AGREEMENT dated as of July 1, 2023, between Great Elm Capital Corp., a corporation organized under the laws of the State of Maryland, having its principal office and place of business at 800 South Street, Suite 230, Waltham, MA 02453 (the “Fund”), and THE NORTHERN TRUST COMPANY (the “Custodian”), an Illinois company with its principal place of business at 50 South LaSalle Street, Chicago, Illinois 60603.

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SUBSCRIPTION AGENT AGREEMENT
Subscription Agent Agreement • April 19th, 2022 • Great Elm Capital Corp. • New York

This SUBSCRIPTION AGENT AGREEMENT (this “Agreement”) is entered into as of [_____] [_], 2022, by and between American Stock Transfer & Trust Company, LLC (the “Subscription Agent”) and Great Elm Capital Corp. (the “Company”).

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Up to [•] Shares of Common Stock Issuable Upon the Exercise of Non-Transferable Rights DEALER MANAGER AGREEMENT
Dealer Manager Agreement • April 19th, 2022 • 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 Oppenheimer & Co. Inc. and Imperial Capital, LLC 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 [•], 2022 (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 [•] 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 Stock held b

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GREAT ELM CAPITAL CORP. $43,000,000 6.75% Notes Due 2025 UNDERWRITING AGREEMENT
Underwriting Agreement • January 22nd, 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 $43,000,000 aggregate principal amount (the “Initial Securities”) of the Company’s 6.75% Notes due 2025, 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 add

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AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • June 16th, 2023 • Great Elm Capital Corp. • Delaware

INVESTMENT MANAGEMENT AGREEMENT, dated as of August 1, 2022 (this “Agreement”), by and between Great Elm Capital Corp., a Maryland corporation (the “Company”), and Great Elm Capital Management, Inc., a Delaware corporation (the “Investment Manager”).

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SECOND SUPPLEMENTAL INDENTURE by and among FULL CIRCLE CAPITAL CORPORATION, GREAT ELM CAPITAL CORP. and as Trustee Dated as of November 3, 2016
Second Supplemental Indenture • November 7th, 2016 • Great Elm Capital Corp. • New York

This SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”), dated as of November 3, 2016, is by and among Full Circle Capital Corporation a Maryland corporation (the “Company”), Great Elm Capital Corp., a Maryland corporation (“Successor”), and U.S. Bank National Association, as trustee under the Indenture referred to below (the “Trustee”). All capitalized terms used herein shall have the meaning set forth in the Base Indenture (as defined below).

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FIRST SUPPLEMENTAL INDENTURE between GREAT ELM CAPITAL CORP. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Trustee Dated as of September 18, 2017
First Supplemental Indenture • September 21st, 2017 • Great Elm Capital Corp. • New York

THIS FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”), dated as of September 18, 2017, 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).

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SIXTH SUPPLEMENTAL INDENTURE between GREAT ELM CAPITAL CORP. and EQUINITI TRUST COMPANY, LLC, as Trustee Dated as of April 17, 2024 SIXTH SUPPLEMENTAL INDENTURE
Sixth Supplemental Indenture • April 17th, 2024 • Great Elm Capital Corp.

THIS SIXTH SUPPLEMENTAL INDENTURE (this “Sixth Supplemental Indenture”), dated as of April 17, 2024 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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SIXTH SUPPLEMENTAL INDENTURE between GREAT ELM CAPITAL CORP. and EQUINITI TRUST COMPANY, LLC, as Trustee Dated as of [__________], 2024 SIXTH SUPPLEMENTAL INDENTURE
Sixth Supplemental Indenture • February 29th, 2024 • Great Elm Capital Corp.

THIS SIXTH SUPPLEMENTAL INDENTURE (this “Sixth Supplemental Indenture”), dated as of [__________], 2024 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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CUSTODY AGREEMENT dated as of January 2, 2020 by and between GREAT ELM CAPITAL CORP. (“Company”) and U.S. BANK NATIONAL ASSOCIATION (“Custodian”)
Custody Agreement • May 11th, 2020 • Great Elm Capital Corp. • New York

THIS CUSTODY AGREEMENT (this “Agreement”) is dated as of January 2, 2020 and is by and between GREAT ELM CAPITAL CORP. (and any successor or permitted assign), a corporation organized under the laws of the State of Maryland, having its principal place of business at 800 South Street, Suite 230, Waltham, Massachusetts 02453 and U.S. BANK NATIONAL ASSOCIATION (or any successor or permitted assign acting as custodian hereunder, the “Custodian”), a national banking association having a place of business at One Federal Street, Third Floor, Boston, Massachusetts 02110.

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SECOND SUPPLEMENTAL INDENTURE by and among FULL CIRCLE CAPITAL CORPORATION, GREAT ELM CAPITAL CORP. and as Trustee Dated as of November 3, 2016
Supplemental Indenture • March 30th, 2017 • Great Elm Capital Corp. • New York

This SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”), dated as of November 3, 2016, is by and among Full Circle Capital Corporation a Maryland corporation (the “Company”), Great Elm Capital Corp., a Maryland corporation (“Successor”), and U.S. Bank National Association, as trustee under the Indenture referred to below (the “Trustee”). All capitalized terms used herein shall have the meaning set forth in the Base Indenture (as defined below).

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FIFTH SUPPLEMENTAL INDENTURE between GREAT ELM CAPITAL CORP. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Trustee Dated as of [ ], 2023
Indenture • June 16th, 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 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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THIRD AMENDMENT TO LOAN, GUARANTEE AND SECURITY AGREEMENT
Loan, Guarantee and Security Agreement • November 27th, 2023 • Great Elm Capital Corp. • New York

AGREEMENT (this “Amendment”), dated as of November 22, 2023, is by and between GREAT ELM CAPITAL CORP., a Maryland corporation (“Borrower”) and CITY NATIONAL BANK (“CNB”), as lender (in such capacity, together with its successors and assigns in such capacity, “Bank”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Credit Agreement.

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INDEMNIFICATION AGREEMENT
Indemnification Agreement • November 7th, 2016 • Great Elm Capital Corp. • Maryland

INDEMNIFICATION AGREEMENT (this “Agreement”), dated as of [·] (the “Effective Date”), by and between [·] (“Indemnitee”) and Great Elm Capital Corp., a Maryland corporation (the “Company”).

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THIRD SUPPLEMENTAL INDENTURE between GREAT ELM CAPITAL CORP. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Trustee Dated as of
Third 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).

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SECOND SUPPLEMENTAL INDENTURE between GREAT ELM CAPITAL CORP. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Trustee Dated as of
Second Supplemental Indenture • December 4th, 2017 • Great Elm Capital Corp. • New York

THIS SECOND SUPPLEMENTAL INDENTURE (this “Second 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).

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FORM OF INDEMNIFICATION AGREEMENT
Form of Indemnification Agreement • August 1st, 2016 • Great Elm Capital Corp. • Maryland

INDEMNIFICATION AGREEMENT (this “Agreement”), dated as of • (the “Effective Date”), by and between (“Indemnitee”) and Great Elm Capital Corp., a Maryland corporation, managed by Great Elm Capital Management, Inc., a Delaware corporation, for which the Indemnitee serves as an officer or director (the “Company”).

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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
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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ADMINISTRATION AGREEMENT
Administration Agreement • November 7th, 2016 • Great Elm Capital Corp. • Delaware

ADMINISTRATION AGREEMENT, dated as of September 27, 2016 (this “Agreement”), by and between Great Elm Capital Management, Inc., a Delaware corporation (the “Administrator”), and Great Elm Capital Corp., a Maryland corporation (the “Company”).

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CITY NATIONAL BANK LOAN, GUARANTEE AND SECURITY AGREEMENT
Guarantee and Security Agreement • May 6th, 2021 • Great Elm Capital Corp.

This LOAN, GUARANTEE AND SECURITY AGREEMENT dated as of May 5, 2021 is entered into by and among CITY NATIONAL BANK (“Bank”), GREAT ELM CAPITAL CORP., a Maryland corporation (“Borrower”) and the Subsidiaries of Borrower from time to time party hereto (each, a “Subsidiary Guarantor” and collectively, the “Subsidiary Guarantors”).

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CONFIDENTIAL SEPARATION AGREEMENT AND RELEASE
Confidential Separation Agreement and Release • August 10th, 2018 • Great Elm Capital Corp. • Massachusetts

This Confidential Separation Agreement and Release (this “Agreement”), dated as of June 4, 2018, is by and between Michael Sell (“Employee”) and Great Elm Capital Management, Inc., a Delaware corporation (“Employer”).

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TRADEMARK LICENSE AGREEMENT
Trademark License Agreement • August 1st, 2016 • Great Elm Capital Corp. • Delaware

This TRADEMARK LICENSE AGREEMENT, dated as of ·, 2016 (this “Agreement”), is by and between Great Elm Capital Group, Inc., a Delaware corporation (the “Licensor”), and Great Elm Capital Corp., a Maryland corporation (the “Company”).

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Share PURCHASE AGREEMENT
Share Purchase Agreement • February 8th, 2024 • Great Elm Capital Corp. • New York

SHARE PURCHASE AGREEMENT (this “Agreement”), dated as of February 8, 2024, by and between Great Elm Capital Corp., a Maryland corporation (the “Company”), and Great Elm Strategic Partnership I, LLC, a Delaware limited liability company (the “Purchaser”).

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Custodian Agreement
Execution Version • March 30th, 2017 • Great Elm Capital Corp. • Massachusetts

This Agreement is made as of October 27, 2016 (this “Agreement”),by and between Great Elm Capital Corp., a corporation organized and existing under the laws of Maryland (the “Fund”) and State Street Bank and Trust Company, a Massachusetts trust company (the “Custodian”).

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FIFTH SUPPLEMENTAL INDENTURE between GREAT ELM CAPITAL CORP. and EQUINITI TRUST COMPANY, LLC, as Trustee Dated as of August 16, 2023
Fifth Supplemental Indenture • August 16th, 2023 • Great Elm Capital Corp.

THIS FIFTH SUPPLEMENTAL INDENTURE (this “Fifth Supplemental Indenture”), dated as of August 16, 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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