Common use of Construction and Interpretation Clause in Contracts

Construction and Interpretation. When a reference is made in this Agreement to a section or article, such reference will be to a section or article of this Agreement, unless otherwise clearly indicated to the contrary. Whenever the words “include,” “includes” or “including” are used in this Agreement they will be deemed to be followed by the words “without limitation”. The words “hereof,” “herein” and “herewith” and words of similar import will, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement, and article and section references are references to the articles and sections of this Agreement, unless otherwise specified. The plural of any defined term will have a meaning correlative to such defined term and words denoting any gender will include all genders and the neuter. Where a word or phrase is defined herein, each of its other grammatical forms will have a corresponding meaning. A reference to any legislation or to any provision of any legislation will include any modification, amendment, re-enactment thereof, any legislative provision substituted therefore and all rules, regulations and statutory instruments issued or related to such legislation. If any ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties, and no presumption or burden of proof will arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement. No prior draft of this Agreement will be used in the interpretation or construction of this Agreement. The parties intend that each provision of this Agreement will be given full separate and independent effect. Although the same or similar subject matters may be addressed in different provisions of this Agreement, the parties intend that, except as expressly provided herein, each such provision will be read separately, be given independent significance and not be construed as limiting any other provision of this Agreement (whether or not more general or more specific in scope, substance or content). Headings are used for convenience only and will not in any way affect the construction or interpretation of this Agreement. References to documents includes electronic communications.

Construction and Interpretation. When a reference is made in this Agreement to a section or article, such reference will shall be to a section or article of this Agreement, Agreement unless otherwise clearly indicated to the contrary. Exhibit A shall be read as if it were set forth entirely in this Agreement. Whenever the words “"include,” “" "includes” " or “"including” " are used in this Agreement they will shall be deemed to be followed by the words “"without limitation”. ." The words “"hereof,” “" "herein” " and “"herewith” " and words of similar import willshall, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement, and article article, section, paragraph, exhibit and section schedule references are references to the articles articles, sections, paragraphs, exhibits and sections schedules of this Agreement, Agreement unless otherwise specified. The plural of any defined term will shall have a meaning correlative to such defined term term, and words denoting any gender will shall include all genders and the neuter. Where a word or phrase is defined herein, each of its other grammatical forms will shall have a corresponding meaning. A reference to any party to this Agreement or any other agreement or document shall include such party's successors and permitted assigns. A reference to any legislation or to any provision of any legislation will shall include any modification, amendment, amendment or re-enactment thereof, any legislative provision substituted therefore therefor and all rules, regulations and statutory instruments issued thereunder or related to such legislationpursuant thereto. The parties have participated jointly in the negotiation and drafting of this Agreement. If any there is an ambiguity or a question of intent or interpretation arises, this Agreement will shall be construed as if drafted jointly by the parties, and no presumption or burden of proof will shall arise favoring or disfavoring any party by virtue of the authorship of any provision provisions of this Agreement. No prior draft of this Agreement will be used in the interpretation or construction of this Agreement. The parties intend that each Each provision of this Agreement will shall be given full separate and independent effect. Although the same or similar subject matters may be addressed in different provisions of this Agreement, the parties intend that, except as expressly provided hereinin this Agreement, each such provision will be read separately, be given independent significance and not be construed as limiting any other provision of in this Agreement (whether or not more general or more specific in scope, substance or contentcontext). Headings are used for convenience only and will not in any way affect the construction or interpretation No prior draft of this Agreement nor any course of performance or course of dealing shall be used in the interpretation or construction this Agreement. References to documents includes electronic communications.

Construction and Interpretation. When a reference is made in this Agreement to a section or article, such reference will be to a section or article of this Agreement, unless otherwise clearly indicated to the contrary. Whenever the words “include,” “includes” or “including” are used in this Agreement they will be deemed to be followed by the words “without limitation”. The words “hereof,” “herein” and “herewith” and words of similar import will, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement, and article and section references are references to the articles and sections of this Agreement, unless otherwise specified. The plural of any defined term will have a meaning correlative to such defined term and words denoting any gender will include all genders and the neuter. Where a word or phrase is defined herein, each of its other grammatical forms will have a corresponding meaning. A reference to any legislation or to any provision of any legislation will include any modification, amendment, re-enactment thereof, any legislative provision substituted therefore and all rules, regulations and statutory instruments issued or related to such legislation. If any ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties, and no presumption or burden of proof will arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement. No prior draft of this Agreement will be used in the interpretation or construction of this Agreement. The parties intend that each provision of this Agreement will be given full separate and independent effect. Although the same or similar subject matters may be addressed in different provisions of this Agreement, the parties intend that, except as expressly provided herein, each such provision will be read separately, be given independent significance and not be construed as limiting any other provision of this Agreement (whether or not more general or more specific in scope, substance or content). Headings are used for convenience only and will not in any way affect the construction or interpretation of this Agreement. References to documents includes electronic communications.. In interpreting the provisions of this Agreement, the definitions contained in Section 2(a) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), including, for the avoidance of doubt, the definitions therein of “interested person,” “assignment” and “majority of the outstanding voting securities”, shall be applied, subject, however, to such exemptions as may be granted by the Securities and Exchange Commission (the “SEC”) by any rule, regulation or order

Construction and Interpretation. When a reference is made in this Agreement to a section or article, such reference will shall be to a section or article of this Agreement, Agreement unless otherwise clearly indicated to the contrary. Whenever the words “word "include,” “" "includes” " or “"including” are " is used in this Agreement they will shall be deemed to be followed by the words “"without limitation”. ." The words “"hereof,” “" "herein” " and “"herewith” " and words of similar import willshall, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement, and article article, section, paragraph, exhibit and section schedule references are references to the articles articles, sections, paragraphs, exhibits and sections schedules of this Agreement, Agreement unless otherwise specified. The singular or plural of any defined term will shall have a meaning correlative to such defined term term, and words denoting any gender will shall include all genders and the neuter. Where a word or phrase is defined herein, each of its other grammatical forms will shall have a corresponding meaning. A reference to any party to this Agreement or any other agreement or document shall include such party's successors and permitted assigns. A reference to any legislation or to any provision of any legislation will shall include any modification, amendment, amendment or re-enactment thereof, any legislative provision substituted therefore therefor and all rules, regulations and statutory instruments issued thereunder or related to such legislationpursuant thereto. If any there is an ambiguity or a question of intent or interpretation arises, this Agreement will shall be construed as if drafted jointly by the parties, and no presumption or burden of proof will shall arise favoring or disfavoring any party by virtue of the authorship of any provision provisions of this Agreement. No prior draft of this Agreement will be used in the interpretation or construction of this Agreement. The parties intend that each Each provision of this Agreement will shall be given full separate and independent effect. Although the same or similar subject matters may be addressed in different provisions of this Agreement, the parties intend that, except as expressly provided hereinin this Agreement, each such provision will be read separately, be given independent significance and not be construed as limiting any other provision of in this Agreement (whether or not more general or more specific in scope, substance or contentcontext). Headings are used for convenience only and will not in any way affect the construction or interpretation No prior draft of this Agreement or any course of performance or course of dealing shall be used in the interpretation or construction this Agreement. References to documents includes electronic communications.

Construction and Interpretation. When a reference is made in this Agreement to a section or article, such reference will be to a section or article of this Agreement, unless otherwise clearly indicated to the contrary. Whenever the words “include,” “includes” or “including” are used in this Agreement they will be deemed to be followed by the words “without limitation”. The words “hereof,” “herein” and “herewith” and words of similar import will, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement, and article and section references are references to the articles and sections of this Agreement, unless otherwise specified. The plural of any defined term will have a meaning correlative to such defined term and words denoting any gender will include all genders and the neuter. Where a word or phrase is defined herein, each of its other grammatical forms will have a corresponding meaning. A reference to any legislation or to any provision of any legislation will include any modification, amendment, re-enactment thereof, any legislative provision substituted therefore and all rules, regulations and statutory instruments issued or related to such legislation. If any ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties, and no presumption or burden of proof will arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement. No prior draft of this Agreement will be used in the interpretation or construction of this Agreement. The parties intend that each provision of this Agreement will be given full separate and independent effect. Although the same or similar subject matters may be addressed in different provisions of this Agreement, the parties intend that, except as expressly provided herein, each such provision will be read separately, be given independent significance and not be construed as limiting any other provision of this Agreement (whether or not more general or more specific in scope, substance or content). Headings are used for convenience only and will not in any way affect the construction or interpretation of this Agreement. References to documents includes electronic communications.

Construction and Interpretation. When a reference is made in this Agreement to a section or article, such reference will be to a section or article of this Agreement, unless otherwise clearly indicated to the contrary. Whenever the words “include,” “includes” or “including” are used in this Agreement they will be deemed to be followed by the words “without limitation”. The words “hereof,” “herein” and “herewith” and words of similar import will, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement, and article and section references are references to the articles and sections of this Agreement, unless otherwise specified. The plural of any defined term will have a meaning correlative to such defined term and words denoting any gender will include all genders and the neuter. Where a word or phrase is defined herein, each of its other grammatical forms will have a corresponding meaning. A reference to any legislation or to any provision of any legislation will include any modification, amendment, re-enactment thereof, any legislative provision substituted therefore and all rules, regulations and statutory instruments issued or related to such legislation. If any ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties, and no presumption or burden of proof will arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement. No prior draft of this Agreement will be used in the interpretation or construction of this Agreement. The parties intend that each provision of this Agreement will be given full separate and independent effect. Although the same or similar subject matters may be addressed in different provisions of this Agreement, the parties intend that, except as expressly provided herein, each such provision will be read separately, be given independent significance and not be construed as limiting any other provision of this Agreement (whether or not more general or more specific in scope, substance or content). Headings are used for convenience only and will not in any way affect the construction or interpretation of this Agreement. References to documents includes electronic communications.This Agreement has been duly executed and delivered as of the date first written above. GREAT ELM CAPITAL GROUP, INC. By: /s/ Xxxxxxx X. Xxxxxxxxxx Name: Xxxxxxx X. Xxxxxxxxxx Title: Chief Executive Officer NORTHERN RIGHT CAPITAL MANAGEMENT, L.P. By: BC Advisors, LLC, its general partner By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Authorized Signatory

Construction and Interpretation. When a reference is made in this Agreement to a section or article, such reference will be to a section or article of this Agreement, unless otherwise clearly indicated to the contrary. Whenever the words “include,” “includes” or “including” are used in this Agreement they will be deemed to be followed by the words “without limitation”. The words “hereof,” “herein” and “herewith” and words of similar import will, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement, and article and section references are references to the articles and sections of this Agreement, unless otherwise specified. The plural of any defined term will have a meaning correlative to such defined term and words denoting any gender will include all genders and the neuter. Where a word or phrase is defined herein, each of its other grammatical forms will have a corresponding meaning. A reference to any legislation or to any provision of any legislation will include any modification, amendment, re-enactment thereof, any legislative provision substituted therefore and all rules, regulations and statutory instruments issued or related to such legislation. If any ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties, and no presumption or burden of proof will arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement. No prior draft of this Agreement will be used in the interpretation or construction of this Agreement. The parties intend that each provision of this Agreement will be given full separate and independent effect. Although the same or similar subject matters may be addressed in different provisions of this Agreement, the parties intend that, except as expressly provided herein, each such provision will be read separately, be given independent significance and not be construed as limiting any other provision of this Agreement (whether or not more general or more specific in scope, substance or content). Headings are used for convenience only and will not in any way affect the construction or interpretation of this Agreement. References to documents includes electronic communications.This Agreement has been duly executed and delivered as of the date first written above. GREAT ELM CAPITAL GROUP, INC. By: /s/ Xxxxxxx X. Xxxxxxxxxx Name: Xxxxxxx X. Xxxxxxxxxx Title: Chief Executive Officer MAST CAPITAL MANAGEMENT LLC By: /s/ Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: Managing Member

Construction and Interpretation. When a reference is made in this Agreement to a section section, article, paragraph, exhibit or articleschedule, such reference will be is to a section the indicated section, article, paragraph, exhibit or article schedule of or to this Agreement, unless otherwise specified or unless the context clearly indicated to the contraryrequires otherwise. Whenever the words word “include,” “includes” or “including” are is used in this Agreement they will it shall be deemed to be followed by the words “without limitation”” and shall not be deemed to constitute a limitation of any term or provision contained herein. The words “hereof,” “herein,” and “herewith” and words of similar import willshall, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement, and article and section references are references to the articles and sections of this Agreement, unless otherwise specified. The term “or” shall not be interpreted as excluding any of the items described. The singular or plural of any defined term will shall have a meaning correlative to such defined term term, and words denoting any gender will shall include all genders and the neuter. Where a word or phrase is defined herein, each of its other grammatical forms will shall have a corresponding meaning. A reference to any party to this Agreement or any other agreement or document shall include such party’s successors and permitted assigns. A reference to any legislation or to any provision of any legislation will shall include any modification, amendment, amendment or re-enactment thereof, any legislative provision substituted therefore therefor and all rules, regulations and statutory instruments issued promulgated thereunder or related to such legislationpursuant thereto. If any ambiguity or question The language in all parts of intent or interpretation arises, this Agreement will shall be construed as if drafted jointly by the partiesinterpreted and construed, in all cases, according to its fair meaning and no presumption not for or burden of proof will arise favoring or disfavoring against any party by virtue hereto. Each party acknowledges that it and its legal counsel have reviewed and revised this Agreement and that the normal rule of construction to the authorship of effect that any provision ambiguities are to be resolved against the drafting party will not be employed in the interpretation of this Agreement. No prior draft of this Agreement will be used in the interpretation or construction of this Agreement. The parties intend that each Each provision of this Agreement will be given full separate and independent effect. Although the same or similar subject matters may be addressed in different provisions of this Agreement, the parties intend that, except as expressly provided hereinin this Agreement, each such provision will be read separately, be given independent significance and not be construed as limiting any other provision of in this Agreement (whether or not more general or more specific in scope, substance or contentcontext). Headings are No prior draft of this Agreement or any course of performance or course of dealing will be used for convenience only and will not in any way affect the interpretation or construction or interpretation of this Agreement. References to documents includes electronic communications.

Construction and Interpretation. When a reference is made in this Agreement to a section or article, such reference will be to a section or article of this Agreement, unless otherwise clearly indicated to the contrary. Whenever the words “"include,” “" "includes” " or “"including” " are used in this Agreement they will be deemed to be followed by the words “"without limitation”". The words “"hereof,” “" "herein” " and “"herewith” " and words of similar import will, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement, and article and section references are references to the articles and sections of this Agreement, unless otherwise specified. The plural of any defined term will have a meaning correlative to such defined term and words denoting any gender will include all genders and the neuter. Where a word or phrase is defined herein, each of its other grammatical forms will have a corresponding meaning. A reference to any legislation or to any provision of any legislation will include any modification, amendment, re-enactment thereof, any legislative provision substituted therefore and all rules, regulations and statutory instruments issued or related to such legislation. If any ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties, and no presumption or burden of proof will arise favoring or disfavoring any party Party by virtue of the authorship of any provision of this Agreement. No prior draft of this Agreement will be used in the interpretation or construction of this Agreement. The parties Parties intend that each provision of this Agreement will be given full separate and independent effect. Although the same or similar subject matters may be addressed in different provisions of this Agreement, the parties Parties intend that, except as expressly provided herein, each such provision will be read separately, be given independent significance and not be construed as limiting any other provision of this Agreement (whether or not more general or more specific in scope, substance or content). Headings are used for convenience only and will not in any way affect the construction or interpretation of this Agreement. References The parties have caused this Agreement to documents includes electronic communications.be duly executed and delivered by their proper and duly authorized officers as of the date and year first written above. PRISIM TECHNOLOGIES GROUP, INC. By: /s/ L. Xxxx Xxxxx Name: L. Xxxx Xxxxx Title: SVP, General Counsel and Secretary NOVELTY CAPITAL PARTNERS I, LLC By: NOVELTY CAPITAL LLC, its Manager By: /s/ Xxxxxxxx Xxxxxx Name: Xxxxxxxx Xxxxxx Title: Managing Partner Exhibit A THIS SECURED NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THIS SECURED NOTE MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. SECURED PROMISSORY NOTE $_____________ ________ 20__ Folsom, California FOR VALUE RECEIVED, Prisim Technologies Group, Inc., a Delaware corporation (the “Company”), hereby promises to pay to the order of ___________ (the “Holder”), or its registered assigns, in lawful money of the United States of America and in immediately available funds, the principal sum of $_____, together with accrued and unpaid interest thereon, each due and payable on the date and in the manner set forth below. This Note is issued pursuant to the Securities Purchase Agreement, dated as of __ March 2018 (the “Purchase Agreement”). Capitalized words used but not otherwise defined hereunder shall have the meaning ascribed to such terms in the Purchase Agreement. THE OBLIGATIONS DUE UNDER THIS NOTE ARE SECURED BY A SECURITY AGREEMENT (THE “SECURITY AGREEMENT”) AND AN INTELLECTUAL PROPERTY SECURITY AGREEMENT (“THE IP SECURITY AGREEMENT”), EACH DATED AS OF THE DATE HEREOF AND EXECUTED BY THE COMPANY FOR THE BENEFIT OF THE PURCHASER. ADDITIONAL RIGHTS OF THE PURCHASER ARE SET FORTH IN THE SECURITY AGREEMENT AND THE IP SECURITYAGREEMENT. The following is a statement of the rights of Holder and the conditions to which this Note is subject, and to which Holder, by the acceptance of this Note, agrees:

Construction and Interpretation. When a reference is made in this Agreement to a section or article, such reference will be to a section or article of this Agreement, unless otherwise clearly indicated to the contrary. Whenever the words “include,” “includes” or “including” are used in this Agreement they will be deemed to be followed by the words “without limitation”. The words “hereof,” “herein” and “herewith” and words of similar import will, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement, and article and section references are references to the articles and sections of this Agreement, unless otherwise specified. The plural of any defined term will have a meaning correlative to such defined term and words denoting any gender will include all genders and the neuter. Where a word or phrase is defined herein, each of its other grammatical forms will have a corresponding meaning. A reference to any legislation or to any provision of any legislation will include any modification, amendment, re-enactment thereof, any legislative provision substituted therefore and all rules, regulations and statutory instruments issued or related to such legislation. If any ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties, and no presumption or burden of proof will arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement. No prior draft of this Agreement will be used in the interpretation or construction of this Agreement. The parties intend that each provision of this Agreement will be given full separate and independent effect. Although the same or similar subject matters may be addressed in different provisions of this Agreement, the parties intend that, except as expressly provided herein, each such provision will be read separately, be given independent significance and not be construed as limiting any other provision of this Agreement (whether or not more general or more specific in scope, substance or content). Headings are used for convenience only and will not in any way affect the construction or interpretation of this Agreement. References to documents includes electronic communications.. [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

Construction and Interpretation. When a reference is made in this Agreement to a section or article, such reference will be to a section or article of this Agreement, unless otherwise clearly indicated to the contrary. Whenever the words “include,” “includes” or “including” are used in this Agreement they will be deemed to be followed by the words “without limitation”. The words “hereof,” “herein” and “herewith” and words of similar import will, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement, and article and section references are references to the articles and sections of this Agreement, unless otherwise specified. The plural of any defined term will have a meaning correlative to such defined term and words denoting any gender will include all genders and the neuter. Where a word or phrase is defined herein, each of its other grammatical forms will have a corresponding meaning. A reference to any legislation or to any provision of any legislation will include any modification, amendment, re-enactment thereof, any legislative provision substituted therefore and all rules, regulations and statutory instruments issued or related to such legislation. If any ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties, and no presumption or burden of proof will arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement. No prior draft of this Agreement will be used in the interpretation or construction of this Agreement. The parties intend that each provision of this Agreement will be given full separate and independent effect. Although the same or similar subject matters may be addressed in different provisions of this Agreement, the parties intend that, except as expressly provided herein, each such provision will be read separately, be given independent significance and not be construed as limiting any other provision of this Agreement (whether or not more general or more specific in scope, substance or content). Headings are used for convenience only and will not in any way affect the construction or interpretation of this Agreement. References to documents includes electronic communications. The parties have caused this Agreement to be duly executed and delivered as of the date first written above. GREAT ELM CAPITAL CORP. By: Name: Title: GREAT ELM CAPITAL MANAGEMENT, INC. By: Name: Title: Annex 3 REGISTRATION RIGHTS AGREEMENT Annex 3 - 1 Annex 3 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “ Agreement”), dated as of [ ], 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”).

Construction and Interpretation. When a reference is made in this Agreement to a section or article, such reference will be to a section or article of this Agreement, unless otherwise clearly indicated to the contrary. Whenever the words “"include,” “" "includes” " or “"including” " are used in this Agreement they will be deemed to be followed by the words “"without limitation”". The words “"hereof,” “" "herein” " and “"herewith” " and words of similar import will, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement, and article and section references are references to the articles and sections of this Agreement, unless otherwise specified. The plural of any defined term will have a meaning correlative to such defined term and words denoting any gender will include all genders and the neuter. Where a word or phrase is defined herein, each of its other grammatical forms will have a corresponding meaning. A reference to any legislation or to any provision of any legislation will include any modification, amendment, re-enactment thereof, any legislative provision substituted therefore and all rules, regulations and statutory instruments issued or related to such legislation. If any ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties, and no presumption or burden of proof will arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement. No prior draft of this Agreement will be used in the interpretation or construction of this Agreement. The parties intend that each provision of this Agreement will be given full separate and independent effect. Although the same or similar subject matters may be addressed in different provisions of this Agreement, the parties intend that, except as expressly provided herein, each such provision will be read separately, be given independent significance and not be construed as limiting any other provision of this Agreement (whether or not more general or more specific in scope, substance or content). Headings are used for convenience only and will not in any way affect the construction or interpretation of this Agreement. References to documents includes electronic communications. The parties have duly executed and delivered this Agreement as of the date first written above. GREAT ELM CAPITAL CORP. By: Name: Title: GREAT ELM CAPITAL MANAGEMENT, INC. By: Name: Title: Annex 5 Joinder Agreement This Joinder Agreement (this “Joinder), dated as of [·], 2016 (the “Effective Date”), by and among Great Elm Capital Corp., a Maryland corporation (“Newco”), [Insert name of new Fund] (the “Jxxxxx”) and [Insert name of existing Funds] (the “Existing Funds”). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Subscription Agreement, dated as of June 23, 2016 by and among Newco, Great Elm Capital Group, Inc. and the Existing Funds (as amended, restated, supplemented or otherwise modified from time to time, the “Agreement”), receipt of a copy of which is hereby acknowledged by the Jxxxxx. Full Circle is, in all respects, entitled to the benefit hereof and to enforce (by specific performance or otherwise) this Agreement and to receive damages incurred by Full Circle or its stockholders as a result of any breach hereof.

Construction and Interpretation. When a reference is made in this Agreement to a section Sections, Annexes, Exhibits or articleSchedules, such reference will shall be to a section Section of or article Annex, Exhibit or Schedule to this Agreement unless otherwise indicated. The table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement, unless otherwise clearly indicated to the contrary. Whenever the words “include,” “includes” or “including” are used in this Agreement Agreement, they will shall be deemed to be followed by the words “without limitation”.” The term “knowledge” of any Person means the actual knowledge of such Person, after due inquiry. When used in the case of the Company, the term “knowledge” shall include only the “knowledge” (as described in the prior sentence) of the Persons set forth on Exhibit L. When used in the case of the Sellers, the term “knowledge” shall mean the knowledge only of each Seller, and no knowledge of any Seller shall be imputed to any other Seller. The words “hereof,” “herein” representations and “herewith” warranties of the Company, Sellers and words the right of similar import willany person to indemnification or payments hereunder, unless otherwise statedshall not be affected or deemed waived by reason of any investigation made by or on behalf of Buyers (including by any of their advisors or representatives) or by reason of the fact that Buyers or any of such advisors or representatives knew, or should have known, that such representation or warranty is or might be construed to refer to this Agreement as a whole inaccurate or that any fact, event or circumstance had or had not occurred. The parties hereto have participated jointly in the negotiation and not to any particular provision drafting of this Agreement, and article and section references are references to . In the articles and sections of this Agreement, unless otherwise specified. The plural of any defined term will have a meaning correlative to such defined term and words denoting any gender will include all genders and the neuter. Where a word or phrase is defined herein, each of its other grammatical forms will have a corresponding meaning. A reference to any legislation or to any provision of any legislation will include any modification, amendment, re-enactment thereof, any legislative provision substituted therefore and all rules, regulations and statutory instruments issued or related to such legislation. If event any ambiguity or question of intent or interpretation arises, this Agreement will shall be construed as if drafted jointly by the partiesall parties hereto, and no presumption or burden of proof will shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement. No prior draft of this Agreement will be used in the interpretation or construction of this Agreement. The parties intend that each provision of this Agreement will be given full separate and independent effect. Although the same or similar subject matters may be addressed in different provisions of this Agreement, the parties intend that, except as expressly provided herein, each such provision will be read separately, be given independent significance and not be construed as limiting any other provision of this Agreement (whether or not more general or more specific in scope, substance or content). Headings are used for convenience only and will not in any way affect the construction or interpretation of this Agreement. References to documents includes electronic communications.

Construction and Interpretation. When a reference is made in this Agreement to a section or article, such reference will be to a section or article of this Agreement, unless otherwise clearly indicated to the contrary. Whenever the words “include,” “includes” or “including” are used in this Agreement they will be deemed to be followed by the words “without limitation”. The words “hereof,” “herein” and “herewith” and words of similar import will, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement, and article and section references are references to the articles and sections of this Agreement, unless otherwise specified. The plural of any defined term will have a meaning correlative to such defined term and words denoting any gender will include all genders and the neuter. Where a word or phrase is defined herein, each of its other grammatical forms will have a corresponding meaning. A reference to any legislation or to any provision of any legislation will include any modification, amendment, re-enactment thereof, any legislative provision substituted therefore and all rules, regulations and statutory instruments issued or related to such legislation. If any ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties, and no presumption or burden of proof will arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement. No prior draft of this Agreement will be used in the interpretation or construction of this Agreement. The parties intend that each provision of this Agreement will be given full separate and independent effect. Although the same or similar subject matters may be addressed in different provisions of this Agreement, the parties intend that, except as expressly provided herein, each such provision will be read separately, be given independent significance and not be construed as limiting any other provision of this Agreement (whether or not more general or more specific in scope, substance or content). Headings are used for convenience only and will not in any way affect the construction or interpretation of this Agreement. References to documents includes electronic communications.. The parties have caused this Agreement to be duly executed and delivered as of the date first written above. GREAT ELM CAPITAL CORP. By: /s/ Axxx X. Xxxxxxxx Name: Axxx X. Xxxxxxxx Title: Chief Compliance Officer and Secretary GREAT ELM CAPITAL MANAGEMENT, INC. By: /s/ Axxx X. Xxxxxxxx Name: Axxx X. Xxxxxxxx Title: Chief Operating Officer, Chief Compliance Officer and General Counsel

Construction and Interpretation. When a reference is made in this Agreement to a section or article, such reference will be to a section or article of this Agreement, unless otherwise clearly indicated to the contrary. Whenever the words “include,” “includes” or “including” are used in this Agreement they will be deemed to be followed by the words “without limitation”. The words “hereof,” “herein” and “herewith” and words of similar import will, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement, and article and section references are references to the articles and sections of this Agreement, unless otherwise specified. The plural of any defined term will have a meaning correlative to such defined term and words denoting any gender will include all genders and the neuter. Where a word or phrase is defined herein, each of its other grammatical forms will have a corresponding meaning. A reference to any legislation or to any provision of any legislation will include any modification, amendment, re-enactment thereof, any legislative provision substituted therefore and all rules, regulations and statutory instruments issued or related to such legislation. If any ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties, and no presumption or burden of proof will arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement. No prior draft of this Agreement will be used in the interpretation or construction of this Agreement. The parties intend that each provision of this Agreement will be given full separate and independent effect. Although the same or similar subject matters may be addressed in different provisions of this Agreement, the parties intend that, except as expressly provided herein, each such provision will be read separately, be given independent significance and not be construed as limiting any other provision of this Agreement (whether or not more general or more specific in scope, substance or content). Headings are used for convenience only and will not in any way affect the construction or interpretation of this Agreement. References [SIGNATURE PAGES FOLLOW] This Agreement has been duly executed and delivered as of the date first written above. Great Elm Capital Group, Inc. By:______________________ Name: Title: MAST CAPITAL MANAGEMENT LLC By:______________________ Name:Xxxxx X. Xxxxxxxxx Title:Managing Member Annex 6 GREAT ELM CAPITAL GROUP ENTERS INTO AGREEMENT TO ESTABLISH OPERATING AND GOVERNANCE INDEPENDENCE •Names Xxxxx Xxxx CEO of Great Elm Capital Group •Significantly Reduces Debt Obligations •Terminates Ongoing Requirements to documents includes electronic communicationsProvide Services to MAST Capital WALTHAM, MA and BOSTON, MA, September 18, 2017, Great Elm Capital Group, Inc. (NASDAQ: GEC, “Great Elm”) and MAST Capital Management, LLC (“MAST”) announced today that they entered into a number of agreements. Great Elm, MAST, Northern Right Capital Management, L.P. (“Northern Right”) and other parties entered into a series of agreements that facilitate Great Elm’s transition to an independent operating entity and align value creation with stockholders. Great Elm Capital Management, Inc. was formed in 2016 through a series of transaction that initially shared services with MAST under a cost sharing agreement with MAST. As Great Elm’s strategy has developed and its strategic plan became more defined, the parties determined that such arrangements are no longer mutually beneficial. A copy of the agreements will be filed with the Securities and Exchange Commission and should be read carefully in their entirety. The agreements effect a full separation of Great Elm’s business from MAST. Highlights of these agreements include: ▪ Xxxxx X. Xxxx will assume the position of CEO of Great Elm in addition to his role as CIO of Great Elm Capital Management (“GECM”). Xx. Xxxx was elected by MAST to serve on Great Elm’s board in 2015, led the formation of GECM and associated transactions and has a 13 year track record of leading investments in equity and debt instruments of leveraged companies; ▪ Great Elm will no longer provide services to MAST, including shared investment management, legal and compliance personnel and office space; ▪ All employees, including Xxxxx Xxxx and Xxxx Xxxxxxxx, are no longer employees of MAST. Great Elm’s executives, business development and investment personnel will focus 100% of their professional efforts on Great Elm’s businesses; ▪ The principal of the note issued by a Great Elm subsidiary to MAST was reduced by $7.3 million; ▪ 220,000 shares of Great Elm common stock were retired; ▪ The parties terminated their cost sharing agreement; and ▪ Xxxxxxx Xxxxxx was elected chairman of Great Elm’s Board of Directors. “Establishing independence from MAST will allow our team to focus on our mission of growing our investment management business as well as to consider acquisitions of other assets. We are extremely excited to continue our efforts of utilizing our advantaged balance sheet to drive shareholder value,” said Xxxxx Xxxx As part of the transaction, MAST has the right to purchase from Great Elm an additional 420,000 shares of Great Elm common stock at market prices. Xxxxx Xxxxxxxxx, founding partner of MAST, said, “As the largest stockholder of Great Elm, MAST looks forward to the Great Elm board guiding the company with a focus on value creation.” Northern Right, a recent 4.9% stockholder of Great Elm, has recommended additional shareholder alignment. Great Elm and Northern Right agreed to: ▪ an additional investment by Northern Right in up to 1,266,000 shares of Great Elm’s common stock from Great Elm; and ▪ the appointment of Xxxxxxx X. Xxxxxxx to Great Elm’s nominating and corporate governance committee and its compensation committee. Now fully separate from MAST, Great Elm executed a cost reduction program for its investment management team, including downsizing and reducing fixed cash compensation by $1.5 million and tying incremental compensation to EBITDA targets. As part of the agreements, MAST and their respective affiliates entered into a standstill and voting agreement. About Great Elm Capital Group Great Elm Capital Group, Inc. (NASDAQ: GEC) is a holding company that is actively seeking acquisitions and, through its subsidiaries, conducts an investment management business focused on leveraged finance. Great Elm Capital Group’s website at xxxxxxxxxxx.xxx. Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995. With the exception of the historical information contained in this news release, the matters described herein contain “forward-looking” statements that involve risk and uncertainties that may individually or collectively impact the matters herein described. These are detailed in the “Risk Factors” section of the registration statement and in Great Elm Capital Group’s SEC reports filed from time to time. Further information relating to Great Elm Capital Group’s financial position, results of operations, and investor information is contained in the company’s annual and quarterly reports filed with the SEC and available for download at its website xxx.xxxxxxxxxxx.xxx or at the SEC website xxx.xxx.xxx. Media & Investor Contacts: Great Elm Capital Group Xxxxxxx X. Xxxxxxx +0 000 000 0000 xxxxxxxx@xxxxxxxxxxx.xxx

Construction and Interpretation. When a reference is made in Unless the context of this Agreement to a section or articleclearly requires otherwise, such reference will be to a section or article the definitions of this Agreement, unless otherwise clearly indicated terms herein shall apply equally to the contrarysingular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “"include,” “", "includes” or “" and "including” are used in this Agreement they will " shall be deemed to be followed by the words “phrase "without limitation”". The word "will" shall be construed to have the same meaning and effect as the word "shall". In the computation of periods of time from a specified date to a later specified date, the word "from" means "from and including" and the word "to" means "to but excluding". Unless the context requires otherwise (i) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as it was originally executed or as it may from time to time be amended, restated, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (ii) any reference herein to any Person shall be construed to include such Person's successors and permitted assigns, (iii) the words “"hereof,” “", "herein” " and “herewith” "hereunder" and words of similar import will, unless otherwise stated, shall be construed to refer to this Agreement as a whole and not to any particular provision of this Agreementhereof, and article and section references are (iv) all references to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles, Sections, Exhibits and Schedules to this Agreement and (v) all references to a specific time shall be construed to refer to the articles time in the city and sections state of this Agreementthe Agent's principal office, unless otherwise specifiedindicated. The plural Neither this Agreement nor any uncertainty or ambiguity herein shall be construed or resolved against Agent, Lenders or Borrower, whether under any rule of any defined term will have a meaning correlative to such defined term and words denoting any gender will include all genders and construction or otherwise; on the neuter. Where a word or phrase is defined herein, each of its other grammatical forms will have a corresponding meaning. A reference to any legislation or to any provision of any legislation will include any modification, amendment, re-enactment thereof, any legislative provision substituted therefore and all rules, regulations and statutory instruments issued or related to such legislation. If any ambiguity or question of intent or interpretation arisescontrary, this Agreement will has been reviewed by all parties and shall be construed as if drafted jointly by and interpreted according to the parties, and no presumption or burden of proof will arise favoring or disfavoring any party by virtue ordinary meaning of the authorship words used so as to fairly accomplish the purposes and intentions of any provision of this Agreementall parties hereto. No prior draft of this Agreement will be used in the interpretation or construction of this Agreement. The parties intend that each provision of this Agreement will be given full separate and independent effect. Although the same or similar subject matters may be addressed in different provisions of this Agreement, the parties intend that, except as expressly provided herein, each such provision will be read separately, be given independent significance and not be construed as limiting any other provision of this Agreement (whether or not more general or more specific in scope, substance or content). Headings are used for convenience only and will not in any way affect the construction or interpretation of this Agreement. References to documents includes electronic communications.14 ARTICLE 2

Construction and Interpretation. When a reference is made in this Agreement to a section or article, such reference will be to a section or article of this Agreement, unless otherwise clearly indicated to the contrary. Whenever the words “"include,” “" "includes” " or “including” including are used in this Agreement they will be deemed to be followed by the words “"without limitation”". The words “"hereof,” “" "herein” " and “"herewith” " and words of similar import will, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement, and article article, section, exhibit and section schedule references are references to the articles articles, sections, exhibits and sections schedules of this Agreement, unless otherwise specified. The plural of any defined term will have a meaning correlative to such defined term and words denoting any gender will include all genders and the neuter. Where a word or phrase is defined herein, each of its other grammatical forms will have a corresponding meaning. A reference to any legislation or to any provision of any legislation will include any modification, amendment, re-enactment thereof, any legislative provision substituted therefore and all rules, regulations and statutory instruments issued or related to such legislation. If any ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties, and no presumption or burden of proof will arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement. No prior draft of this Agreement will be used in the interpretation or construction of this Agreement. The parties intend that each provision of this Agreement will be given full separate and independent effect. Although the same or similar subject matters may be addressed in different provisions of this Agreement, the parties intend that, except as expressly provided herein, each such provision will be read separately, be given independent significance and not be construed as limiting any other provision of this Agreement (whether or not more general or more specific in scope, substance or content). Headings are used for convenience only and will not in any way affect the construction or interpretation of this Agreement. References to documents includes electronic communicationsThis Agreement is in the English language only, which language will be controlling in all respects, and any version hereof in any other language will not be binding on the parties hereto.

Construction and Interpretation. When a reference is made in this Agreement to a section or article, such reference will be to a section or article of this Agreement, unless otherwise clearly indicated to the contrary. Whenever the words “include,” “includes” or “including” are used in this Agreement they will be deemed to be followed by the words “without limitation”. The words “hereof,” “herein” and “herewith” and words of similar import will, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement, and article and section references are references to the articles and sections of this Agreement, unless otherwise specified. The plural of any defined term will have a meaning correlative to such defined term and words denoting any gender will include all genders and the neuter. Where a word or phrase is defined herein, each of its other grammatical forms will have a corresponding meaning. A reference to any legislation or to any provision of any legislation will include any modification, amendment, re-enactment thereof, any legislative provision substituted therefore and all rules, regulations and statutory instruments issued or related to such legislation. If any ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties, and no presumption or burden of proof will arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement. No prior draft of this Agreement will be used in the interpretation or construction of this Agreement. The parties intend that each provision of this Agreement will be given full separate and independent effect. Although the same or similar subject matters may be addressed in different provisions of this Agreement, the parties intend that, except as expressly provided herein, each such provision will be read separately, be given independent significance and not be construed as limiting any other provision of this Agreement (whether or not more general or more specific in scope, substance or content). Headings are used for convenience only and will not in any way affect the construction or interpretation of this Agreement. References to documents includes electronic communications. The parties have duly executed and delivered this Agreement as of the date first written above. GREAT ELM CAPITAL CORP. By: Name: Title: GREAT ELM CAPITAL MANAGEMENT, INC. By: Name: Title: Annex 5 JOINDER AGREEMENT This Joinder Agreement (this “Joinder), dated as of [ · ], 2016 (the “Effective Date”), by and among Great Elm Capital Corp., a Maryland corporation (“Newco”), [Insert name of new Fund] (the “Jxxxxx”) and [Insert name of existing Funds] (the “Existing Funds”). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Subscription Agreement, dated as of June 23, 2016 by and among Newco, Great Elm Capital Group, Inc. and the Existing Funds (as amended, restated, supplemented or otherwise modified from time to time, the “Agreement”), receipt of a copy of which is hereby acknowledged by the Jxxxxx. Full Circle is, in all respects, entitled to the benefit hereof and to enforce (by specific performance or otherwise) this Agreement and to receive damages incurred by Full Circle or its stockholders as a result of any breach hereof.

Construction and Interpretation. When a reference is made in this Agreement to a section or article, such reference will be to a section or article of this Agreement, unless otherwise clearly indicated to the contrary. Whenever the words “include,” “includes” or “including” including are used in this Agreement they will be deemed to be followed by the words “without limitation”. The words “hereof,” “herein” and “herewith” and words of similar import will, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement, and article article, section, exhibit and section schedule references are references to the articles articles, sections, exhibits and sections schedules of this Agreement, unless otherwise specified. The plural of any defined term will have a meaning correlative to such defined term and words denoting any gender will include all genders and the neuter. Where a word or phrase is defined herein, each of its other grammatical forms will have a corresponding meaning. A reference to any legislation or to any provision of any legislation will include any modification, amendment, re-enactment thereof, any legislative provision substituted therefore and all rules, regulations and statutory instruments issued or related to such legislation. A reference to a Person will include a reference to its permitted successors and assigns. If any ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties, and no presumption or burden of proof will arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement. No prior draft of this Agreement will be used in the interpretation or construction of this Agreement. The parties intend that each provision of this Agreement will be given full separate and independent effect. Although the same or similar subject matters may be addressed in different provisions of this Agreement, the parties intend that, except as expressly provided herein, each such provision will be read separately, be given independent significance and not be construed as limiting any other provision of this Agreement (whether or not more general or more specific in scope, substance or content). Headings are used for convenience only and will not in any way affect the construction or interpretation of this Agreement. References to documents includes electronic communicationsThis Agreement is in the English language only, which language will be controlling in all respects, and any version hereof in any other language will not be binding on the parties hereto.

Construction and Interpretation. When a reference is made in this Agreement to a section or article, such reference will be to a section or article of this Agreement, unless otherwise clearly indicated to the contrary. Whenever the words “include,” “includes” or “including” are used in this Agreement they will be deemed to be followed by the words “without limitation”. The words “hereof,” “herein” and “herewith” and words of similar import will, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement, and article and section references are references to the articles and sections of this Agreement, unless otherwise specified. The plural of any defined term will have a meaning correlative to such defined term and words denoting any gender will include all genders and the neuter. Where a word or phrase is defined herein, each of its other grammatical forms will have a corresponding meaning. A reference to any legislation or to any provision of any legislation will include any modification, amendment, re-enactment thereof, any legislative provision substituted therefore and all rules, regulations and statutory instruments issued or related to such legislation. If any ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties, and no presumption or burden of proof will arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement. No prior draft of this Agreement will be used in the interpretation or construction of this Agreement. The parties intend that each provision of this Agreement will be given full separate and independent effect. Although the same or similar subject matters may be addressed in different provisions of this Agreement, the parties intend that, except as expressly provided herein, each such provision will be read separately, be given independent significance and not be construed as limiting any other provision of this Agreement (whether or not more general or more specific in scope, substance or content). Headings are used for convenience only and will not in any way affect the construction or interpretation of this Agreement. References to documents includes electronic communications.. Each party has executed this Agreement as of the date first written above. GREAT ELM CAPITAL GROUP, INC. By: Name: Title: GREAT ELM CAPITAL CORP. By: Name: Title:

Construction and Interpretation. When a reference is made in this Agreement to a section or article, such reference will be to a section or article of this Agreement, unless otherwise clearly indicated to the contrary. Whenever the words “include,” “includes” or “including” are used in this Agreement they will be deemed to be followed by the words “without limitation”. The words “hereof,” “herein” and “herewith” and words of similar import will, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement, and article and section references are references to the articles and sections of this Agreement, unless otherwise specified. The plural of any defined term will have a meaning correlative to such defined term and words denoting any gender will include all genders and the neuter. Where a word or phrase is defined herein, each of its other grammatical forms will have a corresponding meaning. A reference to any legislation or to any provision of any legislation will include any modification, amendment, re-enactment thereof, any legislative provision substituted therefore and all rules, regulations and statutory instruments issued or related to such legislation. If any ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties, and no presumption or burden of proof will arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement. No prior draft of this Agreement will be used in the interpretation or construction of this Agreement. The parties intend that each provision of this Agreement will be given full separate and independent effect. Although the same or similar subject matters may be addressed in different provisions of this Agreement, the parties intend that, except as expressly provided herein, each such provision will be read separately, be given independent significance and not be construed as limiting any other provision of this Agreement (whether or not more general or more specific in scope, substance or content). Headings are used for convenience only and will not in any way affect the construction or interpretation of this Agreement. References to documents includes electronic communications. The parties have caused this Agreement to be duly executed and delivered as of the date first written above. GREAT ELM CAPITAL CORP. By: Name: Title: GREAT ELM CAPITAL MANAGEMENT, INC. By: Name: Title: Annex 3 REGISTRATION RIGHTS AGREEMENT Annex 3 - 1 Annex 3 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “ Agreement ”), dated as of [ ], 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 ”).

Construction and Interpretation. When a reference is made in this Agreement to a section or article, such reference will be to a section or article of this Agreement, unless otherwise clearly indicated to the contrary. Whenever the words “include,” “includes” or “including” are used in this Agreement they will be deemed to be followed by the words “without limitation”. The words “hereof,” “herein” and “herewith” and words of similar import will, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement, and article and section references are references to the articles and sections of this Agreement, unless otherwise specified. The plural of any defined term will have a meaning correlative to such defined term and words denoting any gender will include all genders and the neuter. Where a word or phrase is defined herein, each of its other grammatical forms will have a corresponding meaning. A reference to any legislation or to any provision of any legislation will include any modification, amendment, re-enactment thereof, any legislative provision substituted therefore and all rules, regulations and statutory instruments issued or related to such legislation. If any ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties, and no presumption or burden of proof will arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement. No prior draft of this Agreement will be used in the interpretation or construction of this Agreement. The parties intend that each provision of this Agreement will be given full separate and independent effect. Although the same or similar subject matters may be addressed in different provisions of this Agreement, the parties intend that, except as expressly provided herein, each such provision will be read separately, be given independent significance and not be construed as limiting any other provision of this Agreement (whether or not more general or more specific in scope, substance or content). Headings are used for convenience only and will not in any way affect the construction or interpretation of this Agreement. References to documents includes electronic communications.. The parties have caused this Agreement to be duly executed and delivered as of the date first written above. GREAT ELM CAPITAL CORP. By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Chief Executive Officer GREAT ELM CAPITAL MANAGEMENT, INC. By: /s/ Xxxxxxx X. Xxxxxxxxxx Name: Xxxxxxx X. Xxxxxxxxxx Title: President

Construction and Interpretation. When a reference is made in this Agreement to a section or article, such reference will be to a section or article of this Agreement, unless otherwise clearly indicated to the contrary. Whenever the words “include,” “includes” or “including” are used in this Agreement they will be deemed to be followed by the words “without limitation”. The words “hereof,” “herein” and “herewith” and words of similar import will, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement, and article and section references are references to the articles and sections of this Agreement, unless otherwise specified. The plural of any defined term will have a meaning correlative to such defined term and words denoting any gender will include all genders and the neuter. Where a word or phrase is defined herein, each of its other grammatical forms will have a corresponding meaning. A reference to any legislation or to any provision of any legislation will include any modification, amendment, re-enactment thereof, any legislative provision substituted therefore and all rules, regulations and statutory instruments issued or related to such legislation. If any ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties, and no presumption or burden of proof will arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement. No prior draft of this Agreement will be used in the interpretation or construction of this Agreement. The parties intend that each provision of this Agreement will be given full separate and independent effect. Although the same or similar subject matters may be addressed in different provisions of this Agreement, the parties intend that, except as expressly provided herein, each such provision will be read separately, be given independent significance and not be construed as limiting any other provision of this Agreement (whether or not more general or more specific in scope, substance or content). Headings are used for convenience only and will not in any way affect the construction or interpretation of this Agreement. References If, for the purposes of this Agreement or obtaining judgment in any court, it is necessary to documents includes electronic communicationsconvert a sum hereunder in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures a commercial bank could purchase the first currency with such other currency on the Business Day such amount is due or the Business Day preceding that on which final judgment is given.

Construction and Interpretation. When a reference is made in this Agreement to a section or article, such reference will be to a section or article of this Agreement, unless otherwise clearly indicated to the contrary. Whenever the words “include,” “includes” or “including” are used in this Agreement they will be deemed to be followed by the words “without limitation”. .” The words “hereof,” “herein” and “herewith” and words of similar import will, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement, and article and section references are references to the articles and sections of this Agreement, unless otherwise specified. The plural of any defined term will have a meaning correlative to such defined term and words denoting any gender will include all genders and the neuter. Where a word or phrase is defined herein, each of its other grammatical forms will have a corresponding meaning. A reference to any legislation or to any provision of any legislation will include any modification, amendment, re-enactment thereof, any legislative provision substituted therefore and all rules, regulations and statutory instruments issued or related to such legislation. If any ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties, and no presumption or burden of proof will arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement. No prior draft of this Agreement will be used in the interpretation or construction of this Agreement. The parties intend that each provision of this Agreement will be given full separate and independent effect. Although the same or similar subject matters may be addressed in different provisions of this Agreement, the parties intend that, except as expressly provided herein, each such provision will be read separately, be given independent significance and not be construed as limiting any other provision of this Agreement (whether or not more general or more specific in scope, substance or content). Headings are used for convenience only and will not in any way affect the construction or interpretation of this Agreement. References to documents includes electronic communications.

Construction and Interpretation. When a reference is made in this Agreement to a section or article, such reference will be to a section or article of this Agreement, unless otherwise clearly indicated to the contrary. Whenever the words “include,” “includes” or “including” are used in this Agreement Agreement, they will be deemed to be followed by the words “without limitation”. The words “hereof,” “herein” and “herewith” and words of similar import will, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement, and article and section references are references to the articles and sections of this Agreement, unless otherwise specified. The plural of any defined term will have a meaning correlative to such defined term and words denoting any gender will include all genders and the neuter. Where a word or phrase is defined herein, each of its other grammatical forms will have a corresponding meaning. A reference to any legislation or to any provision of any legislation will include any modification, amendment, re-enactment thereof, any legislative provision substituted therefore and all rules, regulations and statutory instruments issued or related to such legislation. If any ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties, and no presumption or burden of proof will arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement. No prior draft of this Agreement will be used in the interpretation or construction of this Agreement. The parties hereto intend that each provision of this Agreement will be given full separate and independent effect. Although the same or similar subject matters may be addressed in different provisions of this Agreement, the parties hereto intend that, except as expressly provided herein, each such provision will be read separately, be given independent significance and not be construed as limiting any other provision of this Agreement (whether or not more general or more specific in scope, substance or content). Headings Article and section references are used for convenience only references to the articles and will not in any way affect the construction or interpretation sections of this Agreement, unless otherwise specified. References to documents includes electronic communications. If there is any conflict, inconsistency or the like between this Agreement and any Ancillary Agreement, the applicable Ancillary Agreement shall control. No best evidence rule objection may be entered with respect to an electronic counterpart hereof.

Construction and Interpretation. When a reference is made in this Agreement to a section or article, such reference will shall be to a section or article of this Agreement, Agreement unless otherwise clearly indicated to the contrary. Whenever the words “"include,” “" "includes” " or “"including” " are used in this Agreement they will shall be deemed to be followed by the words “"without limitation”. ." The words “"hereof,” “" "herein” " and “"herewith” " and words of similar import willshall, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement, and article article, section, paragraph, exhibit and section schedule references are references to the articles articles, sections, paragraphs, exhibits and sections schedules of this Agreement, Agreement unless otherwise specified. The plural of any defined term will shall have a meaning correlative to such defined term term, and words denoting any gender will shall include all genders and the neuter. Where a word or phrase is defined herein, each of its other grammatical forms will shall have a corresponding meaning. A reference to any party to this Agreement or any other agreement or document shall include such party's successors and permitted assigns. A reference to any legislation or to any provision of any legislation will shall include any modification, amendment, amendment or re-enactment thereof, any legislative provision substituted therefore therefor and all rules, regulations and statutory instruments issued thereunder or related to such legislationpursuant thereto. The parties have participated jointly in the negotiation and drafting of this Agreement. If any there is an ambiguity or a question of intent or interpretation arises, this Agreement will shall be construed as if drafted jointly by the parties, and no presumption or burden of proof will shall arise favoring or disfavoring any party by virtue of the authorship of any provision provisions of this Agreement. No prior draft of this Agreement will be used in the interpretation or construction of this Agreement. The parties intend that each Each provision of this Agreement will shall be given full separate and independent effect. Although the same or similar subject matters may be addressed in different provisions of this Agreement, the parties intend that, except as expressly provided hereinin this Agreement, each such provision will be read separately, be given independent significance and not be construed as limiting any other provision of in this Agreement (whether or not more general or more specific in scope, substance or contentcontext). Headings are No prior draft of this Agreement nor any course of performance or 52 course of dealing shall be used for convenience only and will not in any way affect the interpretation or construction or interpretation of this Agreement. References to documents includes electronic communications.

Construction and Interpretation. When a reference is made in this Agreement to a section or article, such reference will be to a section or article of this Agreement, unless otherwise clearly indicated to the contrary. Whenever the words “include,” “includes” or “including” are used in this Agreement they will be deemed to be followed by the words “without limitation”. The words “hereof,” “herein” and “herewith” and words of similar import will, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement, and article and section references are references to the articles and sections of this Agreement, unless otherwise specified. The plural of any defined term will have a meaning correlative to such defined term and words denoting any gender will include all genders and the neuter. Where a word or phrase is defined herein, each of its other grammatical forms will have a corresponding meaning. A reference to any legislation or to any provision of any legislation will include any modification, amendment, re-enactment thereof, any legislative provision substituted therefore and all rules, regulations and statutory instruments issued or related to such legislation. If any ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties, and no presumption or burden of proof will arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement. No prior draft of this Agreement will be used in the interpretation or construction of this Agreement. The parties intend that each provision of this Agreement will be given full separate and independent effect. Although the same or similar subject matters may be addressed in different provisions of this Agreement, the parties intend that, except as expressly provided herein, each such provision will be read separately, be given independent significance and not be construed as limiting any other provision of this Agreement (whether or not more general or more specific in scope, substance or content). Headings are used for convenience only and will not in any way affect the construction or interpretation of this Agreement. References to documents includes electronic communications.[SIGNATURE PAGES FOLLOW] This Agreement has been duly executed and delivered as of the date first written above. GREAT ELM CAPITAL GROUP, INC. GREAT ELM CAPITAL MANAGEMENT, INC. By: /s/ Rxxxxxx X. Xxxxxxxxxx By:/s/ Rxxxxxx X. Xxxxxxxxxx

Construction and Interpretation. When a reference is made in this Agreement to a section or article, such reference will be to a section or article of this Agreement, unless otherwise clearly indicated to the contrary. Whenever the words “include,” “includes” or “including” are used in this Agreement they will be deemed to be followed by the words “without limitation”. The words “hereof,” “herein” and “herewith” and words of similar import will, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement, and article and section references are references to the articles and sections of this Agreement, unless otherwise specified. The plural of any defined term will have a meaning correlative to such defined term and words denoting any gender will include all genders and the neuter. Where a word or phrase is defined herein, each of its other grammatical forms will have a corresponding meaning. A reference to any legislation or to any provision of any legislation will include any modification, amendment, re-enactment thereof, any legislative provision substituted therefore and all rules, regulations and statutory instruments issued or related to such legislation. If any ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties, and no presumption or burden of proof will arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement. No prior draft of this Agreement will be used in the interpretation or construction of this Agreement. The parties intend that each provision of this Agreement will be given full separate and independent effect. Although the same or similar subject matters may be addressed in different provisions of this Agreement, the parties intend that, except as expressly provided herein, each such provision will be read separately, be given independent significance and not be construed as limiting any other provision of this Agreement (whether or not more general or more specific in scope, substance or content). Headings are used for convenience only and will not in any way affect the construction or interpretation of this Agreement. References to documents includes electronic communications. The parties have duly executed and delivered this Agreement as of the date first written above. GREAT ELM CAPITAL CORP. By: Name: Title: GREAT ELM CAPITAL MANAGEMENT, INC. By: Name: Title: Annex 5 JOINDER AGREEMENT This Joinder Agreement (this “Joinder), dated as of [·], 2016 (the “Effective Date”), by and among Great Elm Capital Corp., a Maryland corporation (“Newco”), [Insert name of new Fund] (the “Xxxxxx”) and [Insert name of existing Funds] (the “Existing Funds”). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Subscription Agreement, dated as of June 23, 2016 by and among Newco, Great Elm Capital Group, Inc. and the Existing Funds (as amended, restated, supplemented or otherwise modified from time to time, the “Agreement”), receipt of a copy of which is hereby acknowledged by the Xxxxxx. Full Circle is, in all respects, entitled to the benefit hereof and to enforce (by specific performance or otherwise) this Agreement and to receive damages incurred by Full Circle or its stockholders as a result of any breach hereof.

Construction and Interpretation. When a reference is made in this Agreement to a section or article, such reference will be to a section or article of this Agreement, unless otherwise clearly indicated to the contrary. Whenever the words “include,” “includes” or “including” are used in this Agreement they will be deemed to be followed by the words “without limitation”. The words “hereof,” “herein” and “herewith” and words of similar import will, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement, and article and section references are references to the articles and sections of this Agreement, unless otherwise specified. The plural of any defined term will have a meaning correlative to such defined term and words denoting any gender will include all genders and the neuter. Where a word or phrase is defined herein, each of its other grammatical forms will have a corresponding meaning. A reference to any legislation or to any provision of any legislation will include any modification, amendment, re-enactment thereof, any legislative provision substituted therefore and all rules, regulations and statutory instruments issued or related to such legislation. If any ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties, and no presumption or burden of proof will arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement. No prior draft of this Agreement will be used in the interpretation or construction of this Agreement. The parties intend that each provision of this Agreement will be given full separate and independent effect. Although the same or similar subject matters may be addressed in different provisions of this Agreement, the parties intend that, except as expressly provided herein, each such provision will be read separately, be given independent significance and not be construed as limiting any other provision of this Agreement (whether or not more general or more specific in scope, substance or content). Headings are used for convenience only and will not in any way affect the construction or interpretation of this Agreement. References to documents includes electronic communications.[SIGNATURE PAGES FOLLOW] This Agreement has been duly executed and delivered as of the date first written above. Great Elm Capital Group, Inc.Great Elm Capital Management, Inc. By:/s/ Xxxxxxx X. ChernicoffBy:/s/ Xxxxxxx X. Xxxxxxxxxx

Construction and Interpretation. When a reference is made in this Agreement to a section or an article, such reference will be to a section or article of this Agreement, unless otherwise clearly indicated to the contrary. Whenever the words “"include,” “" "includes” " or “"including” " are used in this Agreement they will be deemed to be followed by the words “"without limitation”". The words “"hereof,” “" "herein” " and “"herewith” " and words of similar import will, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement, and article and section references are references to the articles and sections of this Agreement, unless otherwise specified. The plural of any defined term will have a meaning correlative to such defined term and words denoting any gender will include all genders and the neuter. Where a word or phrase is defined herein, each of its other grammatical forms will have a corresponding meaning. A reference to any legislation or to any provision of any legislation will include any modification, amendment, re-enactment thereof, any legislative provision substituted therefore and all rules, regulations and statutory instruments issued or related to such legislation. If any ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the partiesparties hereto, and no presumption or burden of proof will arise favoring or disfavoring any party hereto by virtue of the authorship of any provision of this Agreement. No prior draft of this Agreement will be used in the interpretation or construction of this Agreement. The parties intend that each provision of this Agreement will be given full separate and independent effect. Although the same or similar subject matters may be addressed in different provisions of this Agreement, the parties intend that, except as expressly provided herein, each such provision will be read separately, be given independent significance and not be construed as limiting any other provision of this Agreement (whether or not more general or more specific in scope, substance or content). Headings are used for convenience only and will not in any way affect the construction or interpretation of this Agreement. References to documents includes electronic communications.

Construction and Interpretation. When a reference is made in this Agreement to a section or article, such reference will be to a section or article of this Agreement, unless otherwise clearly indicated to the contrary. Whenever the words “include,” “includes” or “including” are used in this Agreement they will be deemed to be followed by the words “without limitation”. The words “hereof,” “herein” and “herewith” and words of similar import will, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement, and article and section references are references to the articles and sections of this Agreement, unless otherwise specified. The plural of any defined term will have a meaning correlative to such defined term and words denoting any gender will include all genders and the neuter. Where a word or phrase is defined herein, each of its other grammatical forms will have a corresponding meaning. A reference to any legislation or to any provision of any legislation will include any modification, amendment, re-enactment thereof, any legislative provision substituted therefore and all rules, regulations and statutory instruments issued or related to such legislation. If any ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties, and no presumption or burden of proof will arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement. No prior draft of this Agreement will be used in the interpretation or construction of this Agreement. The parties intend that each provision of this Agreement will be given full separate and independent effect. Although the same or similar subject matters may be addressed in different provisions of this Agreement, the parties intend that, except as expressly provided herein, each such provision will be read separately, be given independent significance and not be construed as limiting any other provision of this Agreement (whether or not more general or more specific in scope, substance or content). Headings are used for convenience only and will not in any way affect the construction or interpretation of this Agreement. References to documents includes electronic communications.. [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK] 18

Construction and Interpretation. When a reference is made in this Agreement to a section or article, such reference will be to a section or article of this Agreement, unless otherwise clearly indicated to the contrary. Whenever the words “include,” “includes” or “including” are used in this Agreement they will be deemed to be followed by the words “without limitation”. The words “hereof,” “herein” and “herewith” and words of similar import will, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement, and article and section references are references to the articles and sections of this Agreement, unless otherwise specified. The plural of any defined term will have a meaning correlative to such defined term and words denoting any gender will include all genders and the neuter. Where a word or phrase is defined herein, each of its other grammatical forms will have a corresponding meaning. A reference to any legislation or to any provision of any legislation will include any modification, amendment, re-enactment thereof, any legislative provision substituted therefore and all rules, regulations and statutory instruments issued or related to such legislation. If any ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties, and no presumption or burden of proof will arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement. No prior draft of this Agreement will be used in the interpretation or construction of this Agreement. The parties intend that each provision of this Agreement will be given full separate and independent effect. Although the same or similar subject matters may be addressed in different provisions of this Agreement, the parties intend that, except as expressly provided herein, each such provision will be read separately, be given independent significance and not be construed as limiting any other provision of this Agreement (whether or not more general or more specific in scope, substance or content). Headings are used for convenience only and will not in any way affect the construction or interpretation of this Agreement. References to documents includes electronic communications.. The parties have duly executed and delivered this Agreement as of the date first written above. GREAT ELM CAPITAL CORP. By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Chief Executive Officer GREAT ELM CAPITAL MANAGEMENT, INC. By: /s/ Xxxxxxx X. Xxxxxxxxxx Name: Xxxxxxx X. Xxxxxxxxxx Title: President

Construction and Interpretation. When a reference is made in this Agreement to a section Sections, Annexes, Exhibits or articleSchedules, such reference will shall be to a section Section of or article Annex, Exhibit or Schedule to this Agreement unless otherwise indicated. The words “hereof,” “herein,” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement, unless otherwise clearly indicated to . The table of contents headings and footers contained in this Agreement are for reference purposes only and shall not affect in any way the contrarymeaning or interpretation of this Agreement. Whenever the words “include,” “includes” or “including” are used in this Agreement Agreement, they will shall be deemed to be followed by the words “without limitation”.” Words in the singular form will be construed to include the plural, and vice versa, unless the context requires otherwise. Unless the defined term “Business Days” is used, references to “days” in this Agreement refer to calendar days; provided, however, that if the last day for the giving of any notice or the performance of any act required or permitted under this Agreement is a day that is not a Business Day, then the time for the giving of such notice or the performance of such action shall be extended to the next succeeding Business Day. The words Parties have participated jointly in the negotiation and drafting of this Agreement. The terms “hereof,” “hereinDollars” and “herewith$” mean United States Dollars unless otherwise expressly stated. References to “written” or “in writing” include in electronic form. References herein to a Person in a particular capacity or capacities shall exclude such Person in any other capacity. References to any Person include the successors and permitted assigns of that Person. The use of the words “or” and words of similar import will, unless otherwise stated, “any” shall not be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement, and article and section references are references to exclusive. In the articles and sections of this Agreement, unless otherwise specified. The plural of any defined term will have a meaning correlative to such defined term and words denoting any gender will include all genders and the neuter. Where a word or phrase is defined herein, each of its other grammatical forms will have a corresponding meaning. A reference to any legislation or to any provision of any legislation will include any modification, amendment, re-enactment thereof, any legislative provision substituted therefore and all rules, regulations and statutory instruments issued or related to such legislation. If event any ambiguity or question of intent or interpretation arises, this Agreement will shall be construed as if drafted jointly by the partiesall Parties, and no presumption or burden of proof will shall arise favoring or disfavoring any party Party by virtue of the authorship of any provision of this Agreement. No prior draft of this Agreement will References herein to any Law or any Contract mean such Law or Contract as amended, modified, codified, reenacted, supplemented or superseded in whole or in part, and in effect from time to time; provided that with respect to any Contract listed on the API Entity and Company Disclosure Schedule, all such amendments, modifications or supplements must also be used listed in the interpretation appropriate schedule. References herein to any Law shall be deemed also to refer to all rules and regulations promulgated thereunder. To the extent that any documents or construction other materials were present in the online data room maintained by Intralinks for purposes of this Agreement. The parties intend the Transactions (the “Data Room”) at least one (1) Business Days prior to the date hereof, such documents or other materials shall be deemed “provided” and “made available” (and all similar phrases used herein that each provision of this Agreement will be given full separate and independent effect. Although the same or similar subject matters may be addressed in different provisions of this Agreement, the parties intend that, except as expressly provided herein, each such provision will be read separately, be given independent significance and not be construed as limiting any other provision mean such) to Acquiror for all purposes of this Agreement (whether and the Company shall deliver within five (5) Business Days after the date hereof a CD, DVD, flash drive or not more general or more specific in scope, substance or contentsimilar electronic storage medium to the Acquiror containing readable copies of the contents of the Data Room as of two (2) Business Days prior to the date hereof). Headings are used for convenience only and will not in any way affect the construction or interpretation of this Agreement. References to documents includes electronic communications.

Construction and Interpretation. When a reference is made in this Agreement to a section or article, such reference will be to a section or article of this Agreement, unless otherwise clearly indicated to the contrary. Whenever the words “include,” “includes” or “including” including are used in this Agreement they will be deemed to be followed by the words “without limitation”. The words “hereof,” “herein” and “herewith” and words of similar import will, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement, and article article, section and section exhibit references are references to the articles articles, sections and sections exhibits of this Agreement, unless otherwise specified. The plural of any defined term will have a meaning correlative to such defined term and words denoting any gender will include all genders and the neuter. Where a word or phrase is defined herein, each of its other grammatical forms will have a corresponding meaning. Any reference to a party will include such party’s successors and permitted assigns. A reference to an agreement or document will include any amendment, modification, supplement, restatement, replacement or other modification thereof. A reference to any legislation or to any provision of any legislation will include any modification, amendment, re-enactment thereof, any legislative provision substituted therefore and all rules, regulations and statutory instruments issued or related to such legislation. If any ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties, and no presumption or burden of proof will arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement. No prior draft of this Agreement will be used in the interpretation or construction of this Agreement. The parties intend that each provision of this Agreement will be given full separate and independent effect. Although the same or similar subject matters may be addressed in different provisions of this Agreement, the parties intend that, except as expressly provided hereinin this Agreement, each such provision will be read separately, be given independent significance and not be construed as limiting any other provision of this Agreement (whether or not more general or more specific in scope, substance or content). Headings are used for convenience only and will not in any way affect the construction or interpretation of this Agreement. References to documents includes electronic communications.

Construction and Interpretation. When a reference is made in this Agreement to a section or article, such reference will shall be to a section or article of this Agreement, Agreement unless otherwise clearly indicated to the contrary. Whenever the words “"include,” “" "includes” " or “"including” " are used in this Agreement they will shall be deemed to be followed by the words “"without limitation”. ." The words “"hereof,” “" "herein” " and “"herewith” " and words of similar import willshall, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement, and article article, section, paragraph, exhibit and section schedule references are references to the articles articles, sections, paragraphs, exhibits and sections schedules of this Agreement, Agreement unless otherwise specified. The plural of any defined term will shall have a meaning correlative to such defined term term, and words denoting any gender will shall include all genders and the neuter. Where a word or phrase is defined herein, each of its other grammatical forms will shall have a corresponding meaning. A reference to any party to this Agreement or any other agreement or document shall include such party's successors and permitted assigns. A reference to any legislation or to any provision of any legislation will shall include any modification, amendment, amendment or re-enactment thereof, any legislative provision substituted therefore therefor and all rules, regulations and statutory instruments issued thereunder or related to such legislationpursuant thereto. The parties have participated jointly in the negotiation and drafting of this Agreement. If any there is an ambiguity or a question of intent or interpretation arises, this Agreement will shall be construed as if drafted jointly by the parties, and no presumption or burden of proof will shall arise favoring or disfavoring any party by virtue of the authorship of any provision provisions of this Agreement. No prior draft of this Agreement will be used in the interpretation or construction of this Agreement. The parties intend that each Each provision of this Agreement will shall be given full separate and independent effect. Although the same or similar subject matters may be addressed in different provisions of this Agreement, the parties intend that, except as expressly provided hereinin this Agreement, each such provision will be read separately, be given independent significance and not be construed as limiting any other provision of in this Agreement (whether or not more general or more specific in scope, substance or contentcontext). Headings are No prior draft of this EXECUTION COPY Agreement nor any course of performance or course of dealing shall be used for convenience only and will not in any way affect the interpretation or construction or interpretation of this Agreement. References to documents includes electronic communications.

Construction and Interpretation. When a reference is made in this Agreement to a section or article, such reference will be to a section or article of this Agreement, unless otherwise clearly indicated to the contrary. Whenever the words “include,” “includes” or “including” are used in this Agreement they will be deemed to be followed by the words “without limitation”. The words “hereof,” “herein” and “herewith” and words of similar import will, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement, and article and section references are references to the articles and sections of this Agreement, unless otherwise specified. The plural of any defined term will have a meaning correlative to such defined term and words denoting any gender will include all genders and the neuter. Where a word or phrase is defined herein, each of its other grammatical forms will have a corresponding meaning. A reference to any legislation or to any provision of any legislation will include any modification, amendment, re-enactment thereof, any legislative provision substituted therefore and all rules, regulations and statutory instruments issued or related to such legislation. If any ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties, and no presumption or burden of proof will arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement. No prior draft of this Agreement will be used in the interpretation or construction of this Agreement. The parties intend that each provision of this Agreement will be given full separate and independent effect. Although the same or similar subject matters may be addressed in different provisions of this Agreement, the parties intend that, except as expressly provided herein, each such provision will be read separately, be given independent significance and not be construed as limiting any other provision of this Agreement (whether or not more general or more specific in scope, substance or content). Headings are used for convenience only and will not in any way affect the construction or interpretation of this Agreement. References to documents includes electronic communications. The parties have duly executed and delivered this Agreement as of the date first written above. GREAT ELM CAPITAL CORP. By: Name: Title: GREAT ELM CAPITAL MANAGEMENT, INC. By: Name: Title: Annex 5 JOINDER AGREEMENT This Joinder Agreement (this “Joinder), dated as of [•], 2016 (the “Effective Date”), by and among Great Elm Capital Corp., a Maryland corporation (“Newco”), [Insert name of new Fund] (the “Xxxxxx”) and [Insert name of existing Funds] (the “Existing Funds”). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Subscription Agreement, dated as of June 23, 2016 by and among Newco, Great Elm Capital Group, Inc. and the Existing Funds (as amended, restated, supplemented or otherwise modified from time to time, the “Agreement”), receipt of a copy of which is hereby acknowledged by the Xxxxxx. Full Circle is, in all respects, entitled to the benefit hereof and to enforce (by specific performance or otherwise) this Agreement and to receive damages incurred by Full Circle or its stockholders as a result of any breach hereof.

Construction and Interpretation. When a reference is made in this Agreement to a section or article, such reference will be to a section or article of this Agreement, unless otherwise clearly indicated to the contrary. Whenever the words “include,” “includes” or “including” are used in this Agreement they will be deemed to be followed by the words “without limitation”. The words “hereof,” “herein” and “herewith” and words of similar import will, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement, and article and section references are references to the articles and sections of this Agreement, unless otherwise specified. The plural of any defined term will have a meaning correlative to such defined term and words denoting any gender will include all genders and the neuter. Where a word or phrase is defined herein, each of its other grammatical forms will have a corresponding meaning. A reference to any legislation or to any provision of any legislation will include any modification, amendment, re-enactment thereof, any legislative provision substituted therefore and all rules, regulations and statutory instruments issued or related to such legislation. If any ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties, and no presumption or burden of proof will arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement. No prior draft of this Agreement will be used in the interpretation or construction of this Agreement. The parties intend that each provision of this Agreement will be given full separate and independent effect. Although the same or similar subject matters may be addressed in different provisions of this Agreement, the parties intend that, except as expressly provided herein, each such provision will be read separately, be given independent significance and not be construed as limiting any other provision of this Agreement (whether or not more general or more specific in scope, substance or content). Headings are used for convenience only and will not in any way affect the construction or interpretation of this Agreement. References to documents includes electronic communications.This Agreement has been duly executed and delivered as of the date first written above. GREAT ELM CAPITAL GROUP, INC. GREAT ELM CAPITAL MANAGEMENT, INC. By: /s/ Xxxxxxx X. Xxxxxxxxxx By: /s/ Xxxxxxx X. Xxxxxxxxxx Name: Xxxxxxx X. Xxxxxxxxxx Name: Xxxxxxx X. Xxxxxxxxxx Title: Chief Executive Officer Title: Managing Director GECC GP CORP. By: /s/ Xxxxxxx X. Xxxxxxxxxx Name: Xxxxxxx X. Xxxxxxxxxx Title: Treasurer MAST CAPITAL MANAGEMENT LLC MAST CAPITAL MANAGEMENT IA HOLDINGS LLC By: /s/ Xxxxx X. Xxxxxxxxx By: /s/ Xxxxx X. Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Managing Member Title: Managing Member MAST CREDIT OPPORTUNITIES I MAST OC I MASTER FUND L.P. MASTER FUND LIMITED By Mast Capital Management, LLC, By Mast Capital Management, LLC, its investment manager its investment manager By: /s/ Xxxxx X. Xxxxxxxxx By: /s/ Xxxxx X. Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Managing Member Title: Managing Member MAST SELECT OPPORTUNITIES MAST ADMIRAL MASTER FUND, L.P. MASTER FUND, L.P. By Mast Capital Management, LLC, By Mast Capital Management, LLC, its investment manager its investment manager By: /s/ Xxxxx X. Xxxxxxxxx By: /s/ Xxxxx X. Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Managing Member Title: Managing Member /s/ Xxxxx X. Xxxxxxxxx Xxxxx X. Xxxxxxxxx /s/ Xxxxx X. Xxxx Xxxxx X. Xxxx /s/ Xxxx X. Xxxxxxxx

Construction and Interpretation. When a reference is made in this Agreement to a section or article, such reference will be to a section or article of this Agreement, unless otherwise clearly indicated to the contrary. Whenever the words “"include,” “" "includes” " or “"including” " are used in this Agreement they will be deemed to be followed by the words “"without limitation”. ." The words “"hereof,” “" "herein” " and “"herewith” " and words of similar import will, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement, and article and section references are references to the articles and sections of this Agreement, unless otherwise specified. The plural of any defined term will have a meaning correlative to such defined term and words denoting any gender will include all genders and the neuter. Where a word or phrase is defined herein, each of its other grammatical forms will have a corresponding meaning. A reference to any legislation or to any provision of any legislation will include any modification, amendment, re-enactment thereof, any legislative provision substituted therefore and all rules, regulations and statutory instruments issued or related to such legislation. If any ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties, and no presumption or burden of proof will arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement. No prior draft of this Agreement will be used in the interpretation or construction of this Agreement. The parties intend that each provision of this Agreement will be given full separate and independent effect. Although the same or similar subject matters may be addressed in different provisions of this Agreement, the parties intend that, except as expressly provided herein, each such provision will be read separately, be given independent significance and not be construed as limiting any other provision of this Agreement (whether or not more general or more specific in scope, substance or content). Headings are used for convenience only and will not in any way affect the construction or interpretation of this Agreement. References to documents includes electronic communications.

Construction and Interpretation. When a reference is made in this Agreement to a section or article, such reference will be to a section or article of this Agreement, unless otherwise clearly indicated to the contrary. Whenever the words “"include,” “" "includes” " or “"including” " are used in this Agreement they will be deemed to be followed by the words “"without limitation”". The words “"hereof,” “" "herein” " and “"herewith” " and words of similar import will, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement, and article and section references are references to the articles and sections of this Agreement, unless otherwise specified. The plural of any defined term will have a meaning correlative to such defined term and words denoting any gender will include all genders and the neuter. Where a word or phrase is defined herein, each of its other grammatical forms will have a corresponding meaning. A reference to any legislation or to any provision of any legislation will include any modification, amendment, re-enactment thereof, any legislative provision substituted therefore and all rules, regulations and statutory instruments issued or related to such legislation. If any ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties, and no presumption or burden of proof will arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement. No prior draft of this Agreement will be used in the interpretation or construction of this Agreement. The parties intend that each provision of this Agreement will be given full separate and independent effect. Although the same or similar subject matters may be addressed in different provisions of this Agreement, the parties intend that, except as expressly provided herein, each such provision will be read separately, be given independent significance and not be construed as limiting any other provision of this Agreement (whether or not more general or more specific in scope, substance or content). Headings are used for convenience only and will not in any way affect the construction or interpretation of this Agreement. References to documents includes electronic communications.

Construction and Interpretation. When a reference is made in this Agreement to a section or article, such reference will be to a section or article of this Agreement, unless otherwise clearly indicated to the contrary. Whenever the words “include,” “includes” or “including” are used in this Agreement they will be deemed to be followed by the words “without limitation”. The words “hereof,” “herein” and “herewith” and words of similar import will, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement, and article and section references are references to the articles and sections of this Agreement, unless otherwise specified. The plural of any defined term will have a meaning correlative to such defined term and words denoting any gender will include all genders and the neuter. Where a word or phrase is defined herein, each of its other grammatical forms will have a corresponding meaning. A reference to any legislation or to any provision of any legislation will include any modification, amendment, re-enactment thereof, any legislative provision substituted therefore and all rules, regulations and statutory instruments issued or related to such legislation. If any ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties, and no presumption or burden of proof will arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement. No prior draft of this Agreement will be used in the interpretation or construction of this Agreement. The parties intend that each provision of this Agreement will be given full separate and independent effect. Although the same or similar subject matters may be addressed in different provisions of this Agreement, the parties intend that, except as expressly provided herein, each such provision will be read separately, be given independent significance and not be construed as limiting any other provision of this Agreement (whether or not more general or more specific in scope, substance or content). Headings are used for convenience only and will not in any way affect the construction or interpretation of this Agreement. References This Agreement has been duly executed and delivered as of the date first written above. GREAT ELM CAPITAL GROUP, INC. By: ______________________ Name: Title: MAST CAPITAL MANAGEMENT LLC By: ______________________ Name: Dxxxx X. Xxxxxxxxx Title: Managing Member Annex 6 GREAT ELM CAPITAL GROUP ENTERS INTO AGREEMENT TO ESTABLISH OPERATING AND GOVERNANCE INDEPENDENCE • Names Pxxxx Xxxx CEO of Great Elm Capital Group • Significantly Reduces Debt Obligations • Terminates Ongoing Requirements to documents includes electronic communicationsProvide Services to MAST Capital WALTHAM, MA and BOSTON, MA, September 18, 2017, Great Elm Capital Group, Inc. (NASDAQ: GEC, “Great Elm”) and MAST Capital Management, LLC (“MAST”) announced today that they entered into a number of agreements. Great Elm, MAST, Northern Right Capital Management, L.P. (“Northern Right”) and other parties entered into a series of agreements that facilitate Great Elm’s transition to an independent operating entity and align value creation with stockholders. Great Elm Capital Management, Inc. was formed in 2016 through a series of transaction that initially shared services with MAST under a cost sharing agreement with MAST. As Great Elm’s strategy has developed and its strategic plan became more defined, the parties determined that such arrangements are no longer mutually beneficial. A copy of the agreements will be filed with the Securities and Exchange Commission and should be read carefully in their entirety. The agreements effect a full separation of Great Elm’s business from MAST. Highlights of these agreements include: ▪ Pxxxx X. Xxxx will assume the position of CEO of Great Elm in addition to his role as CIO of Great Elm Capital Management (“GECM”). Mx. Xxxx was elected by MAST to serve on Great Elm’s board in 2015, led the formation of GECM and associated transactions and has a 13 year track record of leading investments in equity and debt instruments of leveraged companies; ▪ Great Elm will no longer provide services to MAST, including shared investment management, legal and compliance personnel and office space; ▪ All employees, including Pxxxx Xxxx and Axxx Xxxxxxxx, are no longer employees of MAST. Great Elm’s executives, business development and investment personnel will focus 100% of their professional efforts on Great Elm’s businesses; ▪ The principal of the note issued by a Great Elm subsidiary to MAST was reduced by $7.3 million; ▪ 220,000 shares of Great Elm common stock were retired; ▪ The parties terminated their cost sharing agreement; and ▪ Jxxxxxx Xxxxxx was elected chairman of Great Elm’s Board of Directors. “Establishing independence from MAST will allow our team to focus on our mission of growing our investment management business as well as to consider acquisitions of other assets. We are extremely excited to continue our efforts of utilizing our advantaged balance sheet to drive shareholder value,” said Pxxxx Xxxx As part of the transaction, MAST has the right to purchase from Great Elm an additional 420,000 shares of Great Elm common stock at market prices. Dxxxx Xxxxxxxxx, founding partner of MAST, said, “As the largest stockholder of Great Elm, MAST looks forward to the Great Elm board guiding the company with a focus on value creation.” Northern Right, a recent 4.9% stockholder of Great Elm, has recommended additional shareholder alignment. Great Elm and Northern Right agreed to: ▪ an additional investment by Northern Right in up to 1,266,000 shares of Great Elm’s common stock from Great Elm; and ▪ the appointment of Mxxxxxx X. Xxxxxxx to Great Elm’s nominating and corporate governance committee and its compensation committee. Now fully separate from MAST, Great Elm executed a cost reduction program for its investment management team, including downsizing and reducing fixed cash compensation by $1.5 million and tying incremental compensation to EBITDA targets. As part of the agreements, MAST and their respective affiliates entered into a standstill and voting agreement. About Great Elm Capital Group Great Elm Capital Group, Inc. (NASDAQ: GEC) is a holding company that is actively seeking acquisitions and, through its subsidiaries, conducts an investment management business focused on leveraged finance. Great Elm Capital Group’s website at gxxxxxxxxxx.xxx. Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995. With the exception of the historical information contained in this news release, the matters described herein contain “forward-looking” statements that involve risk and uncertainties that may individually or collectively impact the matters herein described. These are detailed in the “Risk Factors” section of the registration statement and in Great Elm Capital Group’s SEC reports filed from time to time. Further information relating to Great Elm Capital Group’s financial position, results of operations, and investor information is contained in the company’s annual and quarterly reports filed with the SEC and available for download at its website wxx.xxxxxxxxxxx.xxx or at the SEC website wxx.xxx.xxx. Media & Investor Contacts: Great Elm Capital Group Mxxxxxx X. Xxxxxxx +0 000 000 0000 mxxxxxxx@xxxxxxxxxxx.xxx

Construction and Interpretation. When a reference is made in For purposes of this Agreement Plan of Merger, except as otherwise expressly provided herein or unless the context otherwise requires: (a) the meaning assigned to a section or article, such reference each term defined herein will be equally applicable to both the singular and the plural forms of such term and vice versa, and words denoting any gender will include all genders as the context requires; (b) where a section word or article phrase is defined herein, each of this Agreement, unless otherwise clearly indicated to its other grammatical forms will have a corresponding meaning; (c) the contrary. Whenever the words “include,” “includes” or “including” are used in this Agreement they will be deemed to be followed by the words “without limitation”. The words terms “hereof,” ”, “herein”, “hereunder”, “hereby” and “herewith” and words of similar import will, unless otherwise stated, be construed to refer to this Agreement Plan of Merger as a whole and not to any particular provision of this AgreementPlan of Merger; (d) when a reference is made in this Plan of Merger to an Article, Section, paragraph, Exhibit or Schedule without reference to a document, such reference is to an Article, Section, paragraph, Exhibit or Schedule to this Plan of Merger; (e) a reference to a subsection without further reference to a Section is a reference to such subsection as contained in the same Section in which the reference appears, and article this rule will also apply to paragraphs and section references are references other subdivisions; (f) the word “include”, “includes” or “including” when used in this Plan of Merger will be deemed to include the articles and sections of this Agreementwords “without limitation”, unless otherwise specified. The plural of any defined term will have ; (g) a meaning correlative to such defined term and words denoting any gender will include all genders and the neuter. Where a word or phrase is defined herein, each of its other grammatical forms will have a corresponding meaning. A reference to any legislation party to this Plan of Merger or any other agreement or document will include such party’s predecessors, successors and permitted assigns; (h) a reference to any provision of any legislation will include any modificationLaw means such Law as amended, amendmentmodified, re-enactment thereofcodified, any legislative provision substituted therefore replaced or reenacted, and all rules, rules and regulations and statutory instruments issued or related to such legislation. If any ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties, and no presumption or burden of proof will arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement. No prior draft of this Agreement will be promulgated thereunder; (i) all accounting terms used in the interpretation or construction of this Agreement. The parties intend that each provision of this Agreement will be given full separate and independent effect. Although the same or similar subject matters may be addressed in different provisions of this Agreement, the parties intend that, except as expressly provided herein, each such provision will be read separately, be given independent significance and not defined herein have the respective meanings given to them under GAAP; and (j) any references in this Plan of Merger to “dollars” or “$” shall be construed as limiting any other provision of this Agreement (whether or not more general or more specific in scope, substance or content). Headings are used for convenience only and will not in any way affect the construction or interpretation of this Agreement. References to documents includes electronic communicationsU.S. dollars.

Construction and Interpretation. When a reference is made in this Agreement to a section or an article, such reference will be to a section or article of this Agreement, unless otherwise clearly indicated to the contrary. Whenever the words “include,” “includes” or “including” are used in this Agreement they will be deemed to be followed by the words “without limitation”. The words “hereof,” “herein” and “herewith” and words of similar import will, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement, and article and section references are references to the articles and sections of this Agreement, unless otherwise specified. The plural of any defined term will have a meaning correlative to such defined term and words denoting any gender will include all genders and the neuter. Where a word or phrase is defined herein, each of its other grammatical forms will have a corresponding meaning. A reference to any legislation or to any provision of any legislation will include any modification, amendment, re-enactment thereof, any legislative provision substituted therefore and all rules, regulations and statutory instruments issued or related to such legislation. If any ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the partiesparties hereto, and no presumption or burden of proof will arise favoring or disfavoring any party hereto by virtue of the authorship of any provision of this Agreement. No prior draft of this Agreement will be used in the interpretation or construction of this Agreement. The parties intend that each provision of this Agreement will be given full separate and independent effect. Although the same or similar subject matters may be addressed in different provisions of this Agreement, the parties intend that, except as expressly provided herein, each such provision will be read separately, be given independent significance and not be construed as limiting any other provision of this Agreement (whether or not more general or more specific in scope, substance or content). Headings are used for convenience only and will not in any way affect the construction or interpretation of this Agreement. References to documents includes electronic communications.

Construction and Interpretation. When a reference is made in this Agreement to a section or article, such reference will be to a section or article of this Agreement, unless otherwise clearly indicated to the contrary. Whenever the words “"include,” “" "includes” " or “"including” " are used in this Agreement they will be deemed to be followed by the words “"without limitation”". The words “"hereof,” “" "herein” " and “"herewith” " and words of similar import will, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement, and article and section references are references to the articles and sections of this Agreement, unless otherwise specified. The plural of any defined term will have a meaning correlative to such defined term and words denoting any gender will include all genders and the neuter. Where a word or phrase is defined herein, each of its other grammatical forms will have a corresponding meaning. A reference to any legislation or to any provision of any legislation will include any modification, amendment, re-enactment thereof, any legislative provision substituted therefore and all rules, regulations and statutory instruments issued or related to such legislation. If any ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties, and no presumption or burden of proof will arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement. No prior draft of this Agreement will be used in the interpretation or construction of this Agreement. The parties intend that each provision of this Agreement will be given full separate and independent effect. Although the same or similar subject matters may be addressed in different provisions of this Agreement, the parties intend that, except as expressly provided herein, each such provision will be read separately, be given independent significance and not be construed as limiting any other provision of this Agreement (whether or not more general or more specific in scope, substance or content). Headings are used for convenience only and will not in any way affect the construction or interpretation of this Agreement. References to documents includes electronic communications. The parties have caused this Agreement to be duly executed and delivered as of the date first written above. GREAT ELM CAPITAL CORP. By: Name: Title: GREAT ELM CAPITAL MANAGEMENT, INC. By: Name: Title: Annex 3 Registration Rights Agreement Annex 3 - 1 Annex 3 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 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”).