Exhibit 10.4

ASSET PURCHASE AGREEMENT

ASSET PURCHASE AGREEMENT, dated as of November 3, 2016 (this “Agreement”), by and between MAST Capital Management, LLC, a Delaware limited liability company (“MAST”), and GECC GP Corp., a Delaware corporation (“GP Corp”).  Certain terms are defined in Section 6.15.

RECITALS

GECM entered into an investment management agreement, dated as of September 27, 2016 (as may be amended, restated or supplemented from time to time, the “Investment Management Agreement”), with GECC and in order to fulfill GECM’s obligations thereunder, GECM intends to acquire the right to employ all of MAST’s employees as of the date of this Agreement (the “Effective Date”) on such terms as have been previously approved by MAST (collectively, the “Team”) and to make the Team available to MAST pursuant to a cost sharing agreement between GECM and MAST, dated as of the Effective Date, in the form of Annex 1 (as may be amended, restated or supplemented from time to time, the “Cost Sharing Agreement”), which among other things, provides for MAST to incur a reasonable allocation of the cost of the Team and the infrastructure to support the Team.

MAST wishes to (a) sell and assign to GP Corp, and GP Corp wishes to purchase and assume from MAST, the rights and obligations of MAST to the Purchased Assets and the Assumed Liabilities, and (b) to the maximum extent permitted by applicable Law, grant to GP Corp, and GP Corp wishes to accept from MAST, the right to use the Operating Assets, in each case subject to the terms and conditions set forth herein.

AGREEMENT

In consideration of the foregoing and the mutual covenants and agreements hereinafter set forth, the parties hereto, intending to be legally bound, agree as follows:

1.              THE TRANSACTIONS

1.1           Asset Purchase. On the terms of this Agreement, MAST shall sell, assign, transfer, convey and deliver to GP Corp, and GP Corp shall purchase from MAST, all of MAST’s right, title and interest in all of the assets, properties and rights used or held for use by MAST in the operation or conduct of its historical business existing on the Effective Date, wherever located, whether tangible or intangible, real, personal or mixed, including, for the avoidance of doubt, the following assets (except, in each case, for the Excluded Assets), whether or not any of such assets, properties or rights have any value for accounting purposes or are carried or reflected on or specifically referred to in MAST’s books or financial statements: (i) the Assigned Contracts and all prepayments related thereto; (ii) the Assumed Leases and any deposits related thereto; (iii) the leasehold interest (the “Transferred Premises”) described in Section 1.1(b)(iii) of the disclosure letter delivered by MAST to GP Corp concurrent with delivery of this Agreement (the “Disclosure Letter”); (iv) all Fixtures and Supplies; (v) the Business Records which relate to the assets acquired by GP Corp under this Agreement (the “Purchased Assets”) and the Assumed Liabilities to the extent the purchase and sale thereof is permitted by Law and, with respect to any portion of such Business Records which are required by Law to be retained by MAST or its Affiliates, the right to access and copy such portions; (vi) the Goodwill connected with the use of the Purchased Assets; (vii) all rights to the claims, causes of action, rights of recovery, and rights of set-off, made or asserted against any Person on or after the Effective Date relating to the Purchased Assets, whether arising out of actions or conditions occurring prior to, on, or after the Effective Date, including all rights to sue for or assert claims against and seek remedies and to retain any and all damages, settlement amounts and other amounts therefrom; (viii) all Software; and (ix) all guarantees, warranties, indemnities and similar rights in favor of MAST or its Affiliates related to any of the foregoing (collectively, the “Purchased Assets”) free and clear of any Encumbrances.

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1.2           Excluded Assets. Notwithstanding Section   1.1(a) (if there is a conflict, ambiguity or other dispute, the exclusions in this Section 1.1(b) shall control the inclusions in Section 1.1(a)), the Purchased Assets shall not include (i) MAST’s receivables, cash, cash equivalents, bank deposits or similar cash items (other than deposits or prepayments related to a Purchased Asset or employee receivables); (ii) any Intellectual Property or Information of MAST, other than the Team-Related Know-how and right to performance attribution; (iii) any (A) confidential personnel records pertaining to any member of the Team, and (B) other Business Records which MAST or any Affiliate of MAST is required by applicable Law to retain; provided , that GP Corp or GECM , as applicable, shall have the right, to the extent permitted by applicable Law and subject to reasonable restrictions, to make copies of any portions of such retained Business Records that relate to the Team; (iv) any confidential information related to any investor in any investment fund or account managed by MAST that MAST is required by applicable Law or Contract to retain; (v) any claim, right or interest of MAST or any Affiliate of MAST in or to any refund, rebate, abatement or other recovery for Excluded Taxes, together with any interest due thereon or penalty rebate arising therefrom; (vi) the right to use MAST’s name, trademark or trade dress; (vii) any rights to or from all current or future investment funds and accounts managed by MAST, including the investment management agreements and any management fees or incentive fees in respect of such funds or accounts; (viii) any insurance policies held by MAST or any of its Affiliates or rights of proceeds thereof; (ix) any permits, licenses, franchises, approvals, authorizations, registrations, certificates, variances and similar rights obtained by MAST or any of its Affiliates from Governmental Bodies; and (x) except as expressly included among the Purchased Assets, any of MAST’s or any of its Affiliate’s rights, claims or causes of action against Third Parties relating to the assets, properties or operations arising out of transactions occurring prior to, and including, the Effective Date (such rights, assets and properties, whether or not reflected on MAST’s financial statements, the “Excluded Assets”).

1.3           Assumption of Obligations. Subject to the terms and conditions set forth herein, GP Corp shall assume and agree to pay, perform and discharge the Assumed Liabilities arising after the Effective Date under the Purchased Assets.  Other than the Assumed Liabilities, GP Corp shall not assume any liabilities or obligations of MAST of any kind, whether known or unknown, contingent, matured or otherwise, whether currently existing or hereinafter created.

1.4           Purchase Price. The aggregate purchase price for the Purchased Assets shall be $10.824 million, plus the assumption of the Assumed Liabilities and the grant of the Non-Exclusive Right (the “Purchase Price”).  GP Corp shall pay $10.824 million of the Purchase Price to MAST at the Closing by delivering to MAST a secured promissory notes in the form of Annex 3 (the “Senior Secured Note”).

1.5           Purchase Price Allocation. MAST and GP Corp agree that for federal, state and local income Tax purposes, the transactions contemplated by this Agreement (the “Transactions”) shall constitute a taxable sale of assets of MAST in exchange for the consideration contemplated hereby and, unless required by Law, neither of MAST nor GP Corp shall take any position on any Tax return inconsistent therewith; provided that MAST and GP Corp agree that the Transactions are expected to constitute an installment sale under Section 453 of the Internal Revenue Code of 1986 (the “Code”)  as evidenced by the Senior Secured Notes.  For United States federal, state and local income Tax purposes, MAST and GP Corp agree to allocate the purchase price, if and when paid, among the Purchased Assets in a mutually acceptable reasonable manner.  MAST and GP Corp further agree to file any United States federal, state and local income Tax returns in a manner consistent with the previous sentence.

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1.6           Non-Assignable Purchased Assets.

(a)            Nothing in this Agreement nor the consummation of the Transactions shall be construed as an attempt or agreement to assign any Purchased Asset, including any Contract, permit, certificate, approval, authorization or other right, which by its terms or by Law is non-assignable without the consent of a Third Party or a Governmental Body or is cancelable by a Third Party in the event of an assignment (any such Purchased Assets, a “Non-Assignable Purchased Asset”) unless and until such consents shall have been obtained; provided that if GP Corp notifies MAST that any Purchased Asset should be transferred notwithstanding the right of a Third Party to cancel in the event of an assignment, then such Purchased Asset that is cancelable by a Third Party in the event of assignment shall not be included as a Non-Assignable Purchased Asset for purposes of this Agreement.  MAST shall use all reasonable commercial efforts to obtain such consents and deliver any required notices prior to the Closing, and GECM shall cooperate with MAST to obtain such consents promptly.  To the extent permitted by applicable Law and the terms of such Non-Assignable Purchased Asset, if consents to the assignment thereof cannot be obtained, MAST and GP Corp shall cooperate in a mutually agreeable arrangement under which (i) GP Corp would obtain the benefits and assume the obligations under such Non-Assignable Purchased Assets in accordance with this Agreement, including by subcontracting, sublicensing, or subleasing to GP Corp, or (ii) such Non-Assignable Purchased Assets would be held, as of and from the Effective Date, by MAST in trust for GP Corp and the covenants and obligations thereunder would be performed by GP Corp in MAST’s name and all benefits and obligations existing thereunder would be for GP Corp’s account.  MAST shall, and shall cause its Affiliates to, also take or cause to be taken at GP Corp’s expense such actions in its name or otherwise as GP Corp may reasonably request so as to provide GP Corp with the benefits of the Non-Assignable Purchased Assets and to effect collection of money or other consideration that becomes due and payable under the Non-Assignable Purchased Assets, and MAST shall hold in trust for the benefit of GP Corp and promptly pay over to GP Corp all money or other consideration received by it in respect to all Non-Assignable Purchased Assets.  If after the Effective Date any Non-Assignable Purchased Asset becomes assignable (either because consent for the assignment thereof is obtained or otherwise), MAST shall promptly notify GP Corp and assign or transfer such previously Non-Assignable Purchased Asset to GP Corp.

(b)            From and after the Effective Date, MAST, on behalf of itself and its Affiliates, hereby authorizes GP Corp, to the extent permitted by applicable Law and the terms of the Non-Assignable Purchased Assets, at GP Corp’s expense, to perform all the obligations and receive all the benefits of MAST or its Affiliates under the Non-Assignable Purchased Assets.

(c)            Notwithstanding anything in this Agreement to the contrary, unless and until any consent or approval with respect to any Non-Assignable Purchased Asset is obtained, such Non-Assignable Purchased Asset shall not constitute a Purchased Asset and any associated liability shall not constitute an Assumed Liability for any purpose under this Agreement.

(d)            GP Corp hereby grants to MAST, and MAST hereby accepts from GP Corp, the perpetual non-exclusive, royalty-free right to use the Purchased Assets, other than the Operating Assets and the Goodwill connected with the use thereof, in each case, in the operation of its business, solely with respect to investment funds and accounts managed by MAST commencing Effective Date immediately following the Closing (the “Non-Exclusive Right”).

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1.7           Closing. The closing (the “Closing”) of the Transactions shall take place simultaneously with the execution of this Agreement on the Effective Date at the offices of Skadden, Arps, Slate, Meagher & Flom LLP, New York, New York or such other location as is mutually agreed upon by the parties hereto.  The Transactions shall be deemed to have occurred at 12:00 a.m. on the Effective Date.

(a)            MAST shall deliver to GP Corp the following: (i) a Bill of Sale duly executed by MAST; (ii) an Assignment and Assumption Agreement duly executed by MAST; (iii) an Assignment and Assumption of Lease in form and substance reasonably satisfactory to GP Corp (the “Assignment and Assumption of Lease”) and duly executed by MAST; (iv) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of MAST certifying as to (A) the resolutions of the board of managers (or equivalent body) of MAST, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the Transactions contemplated hereby, and (B) the names and signatures of the officers of MAST authorized to sign this Agreement and the documents to be delivered hereunder; and (iv) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to GP Corp, as may be reasonably required to give effect to the Transactions.

(b)            GP Corp shall deliver to MAST the following: (i) Senior Secured (ii) an Assignment and Assumption Agreement duly executed by GP Corp; (iii) the Assignment and Assumption of Lease duly executed by GP Corp; (iv) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of GP Corp certifying as to (A) the resolutions of the board of directors of GP Corp, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the Transactions contemplated hereby, and (B) the names and signatures of the officers of GP Corp authorized to sign this Agreement and the documents to be delivered hereunder; and (v) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to MAST, as may be reasonably required to give effect to the Transactions.

2.              REPRESENTATIONS AND WARRANTIES OF MAST. MAST represents and warrants to GP Corp that the statements contained in this Article 2 are true and correct as of the Effective Date.

2.1           Organization.  MAST is a limited liability company duly organized, validly existing and in good standing under the laws of the state of Delaware.

2.2           Authorization; Validity of Agreement; Required Action. MAST has the requisite corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party and to consummate the Transactions that are required to be consummated by MAST.  The execution and delivery by MAST of this Agreement and the Ancillary Agreements to which it is a party, the performance of MAST’s obligations hereunder and thereunder and the consummation by MAST of the Transactions that are required to be consummated by MAST have been duly authorized by its board of managers (or equivalent body), and no other corporate action on the part of MAST is necessary to authorize the execution and delivery by MAST of this Agreement, the Ancillary Agreements to which it is a party and the consummation by it of the Transactions required to be consummated by MAST.  Each of this Agreement and the Ancillary Agreements to which MAST is a party has been duly executed and delivered by MAST and, assuming due and valid authorization, execution and delivery hereof or thereof by each other party hereto or thereto, is a valid and binding obligation of MAST, enforceable against MAST in accordance with its terms, except that (a) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar Laws, now or hereafter in effect, affecting creditors’ rights and remedies generally and (b) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought (together with the exceptions in clause (a) above, the “Enforceability Exceptions”).

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2.3           Consents and Approvals; No Violations. The execution and delivery of this Agreement and the documents to be delivered hereunder by MAST does not, and the performance by MAST of its obligations under this Agreement and the consummation by MAST of the Transactions required to be consummated by MAST will not: (a) violate any provision of the organizational documents, as amended, of MAST; (b) other than with respect to any Non-Assignable Purchased Asset, require any consent by any Person under, conflict with or result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under any Contract to which MAST is a party or by which it or any of its properties or assets is bound or result in the creation of any Encumbrance in or upon any of the properties, rights or assets of MAST; (c) violate any Law applicable to MAST or any of its properties or assets; or (d) require MAST to make any filing or registration with, or provide any notification to, or require MAST to obtain any authorization, consent or approval of, waiver by (“Consents”) any Governmental Body, except in the case of clauses (b), (c) and (d) above, for such violations, breaches or defaults that, or such filings, registrations, notifications, authorizations, consents or approvals the failure of which to make or obtain, would not have a Material Adverse Effect.

2.4           Title to Purchased Assets. MAST owns and has good title to the Purchased Assets, free and clear of Encumbrances (other than any Encumbrances created hereunder).

2.5           Condition of Assets. The tangible personal property included in the Purchased Assets is in good condition and is adequate for the uses to which it is being put, and none of such tangible personal property is in need of maintenance or repairs except for ordinary, routine maintenance and repairs.  But for the Excluded Assets, the Purchased Assets are sufficient for GP Corp to conduct the business currently conducted by MAST.

2.6           Assigned Contracts. Section 2.6 of the Disclosure Letter includes each Contract included in the Purchased Assets and being assigned to and assumed by GP Corp (the “Assigned Contracts”).  Each Assigned Contract is valid and binding on MAST in accordance with its terms and is in full force and effect.  MAST is not in breach of or default under, or has provided to or received from any other party thereto any written notice of any breach of or default under or of any intention to terminate, any Assigned Contract.  Complete and correct copies of each Assigned Contract have been made available to GP Corp on or before the Effective Date.  There are no disputes pending or, to MAST’s knowledge, threatened under any Assigned Contract that would have a Material Adverse Effect.

2.7           Compliance With Laws.  MAST is in compliance with all applicable Laws applicable to ownership and use of the Purchased Assets.

2.8           Legal Proceedings. There is no claim, action, suit, proceeding or governmental investigation (“Action”) of any nature pending or, to MAST’s knowledge, threatened against or by MAST (a) in respect of the Purchased Assets or the Assumed Liabilities; or (b) that challenges or seeks to prevent, enjoin or otherwise delay the Transactions contemplated by this Agreement.  To MAST’s knowledge, no event has occurred or circumstances exist that may give rise to, or serve as a basis for, any such Action.

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2.9           Brokers or Finders. No investment banker, broker, finder, financial advisor or intermediary is entitled to any investment banking, brokerage, finder’s or similar fee or commission in connection with this Agreement or the Transactions based upon arrangements made by or on behalf of MAST.

2.10         No Other Representations or Warranties; Independent Investigation. Except for the representations and warranties contained in this Article IV, neither MAST nor any other Person has made or makes any other express or implied representation or warranty, either written or oral, on behalf of MAST, to GP Corp.  GP Corp has conducted its own independent investigation, review and analysis of the business, results of operations, prospects, condition (financial or otherwise) or assets of MAST, and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records and other documents and data of MAST for such purpose.  GP Corp acknowledges and agrees that (a) in making its decision to enter into this Agreement and the Ancillary Agreements to which it is a party and to consummate the Transactions, GP Corp has relied solely upon its own investigation and the express representations and warranties of MAST set forth in Article IV of this Agreement (including the related portions of the Disclosure Letter), and (b) neither MAST nor any other Person has made any representation or warranty as to MAST or the Transactions, except as expressly set forth in Article IV of this Agreement (including the related portions of the Disclosure Letter).

3.              REPRESENTATIONS AND WARRANTIES OF GP CORP. TO MAST. GP Corp represents and warrants to MAST that the statements contained in this Article 3 are true and correct as of the Effective Date.  For purposes of this Article 3, “GP Corp’s knowledge,” “knowledge of GP Corp” and any similar phrases shall mean the actual or constructive knowledge of any director or officer of GP Corp, after due inquiry.

3.1           Organization. GP Corp is a corporation duly organized, validly existing and in good standing under the laws of the state of Delaware.

3.2           Authorization; Validity of Agreement; Required Action. . GP Corp has the requisite corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party and to consummate the Transactions that are required to be consummated by GP Corp.  The execution and delivery by GP Corp of this Agreement and the Ancillary Agreements to which it is a party, the performance of GP Corp’s obligations hereunder and thereunder and the consummation by GP Corp of the Transactions that are required to be consummated by GP Corp have been duly authorized by its board of directors (or equivalent body), and no other corporate action on the part of GP Corp is necessary to authorize the execution and delivery by GP Corp of this Agreement, the Ancillary Agreements to which it is a party and the consummation by it of the Transactions required to be consummated by GP Corp.  Each of this Agreement and the Ancillary Agreements to which GP Corp is a party has been duly executed and delivered by GP Corp and, assuming due and valid authorization, execution and delivery hereof or thereof by each other party hereto or thereto, is a valid and binding obligation of GP Corp, enforceable against GP Corp in accordance with its terms, except for the Enforceability Exceptions.

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3.3           Consents and Approvals; No Violations. The execution and delivery of this Agreement and the documents to be delivered hereunder by GP Corp does not, and the performance by GP Corp of its obligations under this Agreement and the consummation by GP Corp of the Transactions required to be consummated by GP Corp will not: (a) violate any provision of the organizational documents, as amended, of GP Corp; (b) require any consent by any Person under, conflict with or result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under any Contract to which GP Corp is a party or by which it or any of its properties or assets is bound or result in the creation of any Encumbrance in or upon any of the properties, rights or assets of GP Corp; (c) violate any Law applicable to GP Corp or any of its properties or assets; or (d) require GP Corp to make any filing or registration with, or provide any notification to, or require GP Corp to obtain any Consents of or by any Governmental Body, except in the case of clauses (b), (c) and (d) above, for such violations, breaches or defaults that, or such filings, registrations, notifications or Consents the failure of which to make or obtain, would not have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

3.4           Legal Proceedings. There is no Action of any nature pending or, to GP Corp’s knowledge, threatened against or by GP Corp that challenges or seeks to prevent, enjoin or otherwise delay the Transactions contemplated by this Agreement.  No event has occurred or circumstances exist that may give rise to, or serve as a basis for, any such Action.

3.5           Brokers or Finders. No investment banker, broker, finder, financial advisor or intermediary is entitled to any investment banking, brokerage, finder’s or similar fee or commission in connection with this Agreement or the Transactions based upon arrangements made by or on behalf of GP Corp.

3.6           No Operations. GP Corp has conducted no business and has incurred no liabilities or obligations except in connection with its formation and the transactions contemplated under this Agreement and the Ancillary Agreements to which it is a party.  The only Contract (whether or not legally enforceable) that GP Corp has entered into other than this Agreement and the Ancillary Agreements to which it is a party is set forth in Section 3.6 of the Disclosure Letter.

4.              COVENANTS

4.1           Bulk Sales Laws.

(a)            GP Corp hereby waives compliance by MAST with the requirements and provisions of any bulk sales, bulk transfer or similar Laws of any jurisdiction (collectively, the “Bulk Sales Laws”), including Article 6 of the Massachusetts Uniform Commercial Code, in each case that may otherwise be applicable with respect to the sale of any or all of the Purchased Assets to GP Corp.

4.2           Taxes.

(a)            The party hereto prescribed by applicable Law as primarily liable for the payment thereof shall be responsible for and shall pay when due any Transfer Taxes incurred in connection with the transfer of the Purchased Assets to and the assumption of the Assumed Liabilities by GP Corp pursuant to this Agreement.  Each of GP Corp and MAST shall cooperate to minimize the amount of Transfer Taxes.

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(b)            All Property Taxes levied with respect to the Purchased Assets for a Straddle Period shall be apportioned between MAST and GP Corp based on the number of days of such Straddle Period, and MAST shall be liable for the proportionate amount of such Property Taxes that is attributable to the Pre-Closing Tax Period within such Straddle Period, and GP Corp shall be liable for the proportionate amount of such Property Taxes that is attributable to the Post-Closing Tax Period within such Straddle Period.  Any refund, rebate, abatement or other recovery of such Property Taxes attributable to the Pre-Closing Tax Period shall be for the account of MAST, and any refund, rebate, abatement or other recovery of such Property Taxes attributable to the Post-Closing Tax Period shall be for the account of GP Corp.  Upon receipt of any bill (or any refund, rebate, abatement, or other recovery) for such Property Taxes, GP Corp or MAST, as applicable, shall present a statement to the other setting forth the amount of reimbursement to which each is entitled under this Section 4.2(b) together with such supporting evidence as is reasonably necessary to calculate the proration amount.  The proration amount shall be paid by the party hereto owing it to the other within ten days after delivery of such statement.  If that GP Corp or MAST makes any payment for which it is entitled to reimbursement under this Section, the applicable party hereto shall make such reimbursement promptly but in no event later than ten days after the delivery of a statement setting forth the amount of reimbursement to which the delivering party is entitled along with such supporting evidence as is reasonably necessary to calculate the amount of reimbursement.

(c)            Following the Closing, GP Corp and MAST shall cooperate as reasonably requested for the purpose of enabling the requesting party to (i) make any election relating to Taxes, (ii) prepare Tax returns with respect to their respective businesses or the Purchased Assets or (iii) to prepare for and defend audits or other Tax-related examinations by a Governmental Body with respect to their respective businesses and the Purchased Assets.  Such cooperation shall be at the expense of the requesting party.

4.3           Purchased Assets. Following the Closing and subject to Section 1.6 with respect to Non-Assignable Purchased Assets, GP Corp shall take all actions required to comply with the terms of any Purchased Asset (including promptly paying, performing or discharging any liabilities or obligations with respect to any Purchased Asset arising after the Effective Date).

4.4           Further Assurances. Following the Closing, each of the parties shall execute and deliver such additional documents, instruments, conveyances and assurances and take such further actions as may be reasonably required to carry out the provisions hereof and give effect to the transactions contemplated by this Agreement and the documents to be delivered hereunder (including (a) transferring back to MAST any asset or liability not contemplated by this Agreement to be a Purchased Asset or an Assumed Liability, which such asset or liability was transferred to GP Corp at the Closing, and (b) transferring to GP Corp any asset or liability contemplated by this Agreement to be a Purchased Asset or an Assumed Liability which was not transferred to GP Corp at the Closing).  Without limiting the generality of the foregoing, GP Corp and MAST shall, and shall cause their respective Affiliates to, use their respective reasonable commercial efforts to obtain, or to cause to be obtained, any consent, substitution, approval, or amendment required to transfer all rights and obligations under any and all Assigned Contracts, permits, certificates, approvals, authorizations or other rights that constitute Purchased Assets or obligations or liabilities that constitute Assumed Liabilities.

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5.              MISCELLANEOUS

5.1           Survival. Each of the representations, warranties, covenants and agreements contained herein (or any certificate delivered pursuant hereto) shall survive the Closing indefinitely (or, in each case, until the final resolution of any claim or action arising from the breach of any such representations or warranties or the breach or non-fulfillment of any such covenants or agreements, if written notice of such breach or non-fulfillment was delivered prior to the end of such survival period.

5.2           Expenses. Except as otherwise expressly provided herein, all costs, fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party hereto incurring such costs, fees or expenses.

5.3           Notices.  All notices and other communications hereunder will be in writing and will be deemed to have been given (a) when delivered by hand (with written confirmation of receipt) or (b) when received by the addressee if sent by an internationally recognized courier service, such as DHL.  Such communications must be sent to the respective parties hereto at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 5.3):

If to MAST:           MAST Capital Management, LLC

200 Clarendon Street, 51st Floor

Boston, MA 02116

Attention: General Counsel

If to GP Corp:                    GECC GP Corp.

200 Clarendon Street, 51st Floor

Boston, MA 02116

Attention: General Counsel

If to GECM:                            Great Elm Capital Management, Inc.

200 Clarendon Street, 51st Floor

Boston, MA 02116

Attention: General Counsel

5.4           Headings. The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.

5.5           Severability. Any term or provision hereof that is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable in any situation in any jurisdiction will not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the invalid, void or unenforceable term or provision in any other situation or in any other jurisdiction.  If the final judgment of a court of competent jurisdiction or other authority declares any term or provision hereof invalid, void or unenforceable, the court or other authority making such determination will have the power to and will, subject to the discretion of such body, reduce the scope, duration, area or applicability of the term or provision, to delete specific words or phrases, or to replace any invalid, void or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision.

5.6           Entire Agreement.  This Agreement and the Ancillary Agreements constitute the sole and entire agreement of the parties hereto with respect to the subject matter contained herein and therein and supersede all prior and contemporaneous agreements, negotiations, arrangements, representations and understandings, written, oral or otherwise, between such parties with respect to such subject matter.  In the event of any inconsistency between the statements in the body of this Agreement and the Ancillary Agreements, the Annexes, the Exhibits and Disclosure Letter (other than an exception expressly set forth as such in the Disclosure Letter), the statements in the body of this Agreement will control.

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5.7           Successors and Assigns. This Agreement shall be binding upon, shall inure to the benefit of and be enforceable by the parties hereto and their respective successors and permitted assigns.  No party hereto may assign, delegate or otherwise transfer this Agreement or any rights or obligations under this Agreement in whole or in part (whether by operation of law or otherwise), without the prior written content of the other parties hereto.  Subject to the foregoing, no assignment shall relieve the assigning party of any liability or obligation hereunder.  Any assignment in violation of this Section 6.7 will be null and void.

5.8           No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

5.9           Amendment and Modification. The parties hereto may (a) extend the time for the performance of obligations or other acts of another party hereunder, (b) waive any inaccuracies in the representations or warranties of another party herein, (c) waive compliance by another party with any of the agreements or covenants herein or (d) amend, modify or supplement this Agreement.  Any agreement on the part of a party hereto to any such extension or waiver will be valid only if in an instrument in writing signed by an authorized representative of such party.  This Agreement may only be amended, modified or supplemented by an agreement in writing signed by each party hereto.

5.10         Waiver. No waiver by any party hereto of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving.  No waiver by any party hereto shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver.  No failure to exercise or assert, or delay in exercising or asserting, any right, remedy, power or privilege arising from this Agreement will impair such right, remedy, power or privilege or be construed as a waiver thereof, an acquiescence therein or creating an estoppel with respect thereto, nor will any single or partial exercise or assertion of any right, remedy, power or privilege hereunder preclude any other or further exercise or assertion thereof or the exercise or assertion of any other right, remedy, power or privilege.  All rights and remedies under this Agreement are cumulative to, and not exclusive of, any rights or remedies otherwise available.

5.11         Governing Law. This Agreement and the transactions contemplated hereby shall be governed by and construed in accordance with the internal laws of the State of Delaware applicable to contracts made in and wholly to be performed in the State of Delaware.

5.12         Exclusive Forum

(a)            Any dispute under this Agreement or any Ancillary Agreement shall be exclusively resolved through binding arbitration in Boston in accordance with conducted in accordance with the expedited procedures set forth in the JAMS Comprehensive Arbitration Rules and Procedures as then in effect (including rules 16.1 and 16.2 or their successors), as modified herein.  Each party shall nominate within ten days of filing of the notice of arbitration a JAMS arbitrator and such JAMS arbitrators shall select within seven days a third JAMS Arbitrator who shall be the sole Arbitrator to resolve such dispute (the “Arbitrator”). The failure of a party to appoint an arbitrator within the time prescribed shall be deemed equivalent to appointing the arbitrator appointed by the other party as the Arbitrator.

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(b)            Within ten days following the selection of the Arbitrator, each party shall submit to the Arbitrator such party’s proposed order resolving all matters (including cross claims) that are or could be included in the arbitration (a “Settlement Proposal”).  The sole finding by the Arbitrator shall be to select which of the Settlement Proposals most closely approximates the Arbitrator’s own determination of the proper resolution in total of all matters (including cross claims). The Arbitrator shall have no right to propose a middle ground or any modification of either of the two Settlement Proposals. The Settlement Proposal chosen by the Arbitrator as that mostly closely approximating the Arbitrator’s own determination of the proper audit dispute settlement amount shall constitute the decision of the Arbitrator and shall be final and binding upon the parties. The Arbitrator shall not be required to provide a reasoned opinion for his or her adoption of such party’s opinion, but the Arbitrator’s determination shall be based on which party’s position in the aggregate most closely approaches the correct interpretation of this Agreement, the law and the facts.

(c)            Any award issued by the Arbitrator may be reduced to a judgment and entered in a court of competent jurisdiction.  The party whose settlement proposal is selected by the Arbitrator shall be entitled to reimbursement of all costs, attorneys’ fees and other expenses associated with resolution of the dispute.

(d)            The arbitration shall be governed by the Rules of Civil Procedure and the Rules of Evidence as applicable in the Court of Chancery of the State of Delaware when such court is hearing matters solely involving Delaware law.  Where such rules confer on the court discretion in granting waivers or extending time for performance, the Arbitrator may not grant such waiver or make such extension without the consent of all parties to the arbitration.  Where such rules confer on the court discretion in granting waivers or extending time for performance, the Arbitrator may not grant such waiver or make such extension without the consent of all parties to the arbitration.  Except as required by law, neither any Party nor the Arbitrator may disclose the existence, content or results of the arbitration.

(e)            In any arbitration arising out of or related to this Agreement, requests for documents: (i) shall be limited to documents which are directly relevant to significant issues in the case or to the case’s outcome; (ii) shall be restricted in terms of time frame, subject matter and persons or entities to which the requests pertain; and (iii) shall not include broad phraseology such as “all documents directly or indirectly related to.

(f)             In any arbitration arising out of or related to this Agreement (i) there shall be production of electronic documents only from sources used in the ordinary course of business. Absent a showing of compelling need, no such documents are required to be produced from backup servers, tapes or other media, (ii) absent a showing of compelling need, the production of electronic documents shall normally be made on the basis of generally available technology in a searchable format which is usable by the party receiving the e-documents and convenient and economical for the producing party. Absent a showing of compelling need, the parties need not produce metadata, with the exception of header fields for email correspondence; (iii) the

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description of custodians from whom electronic documents may be collected shall be narrowly tailored to include only those individuals whose electronic documents may reasonably be expected to contain evidence that is material to the dispute; and (iv) where the costs and burdens of e-discovery are disproportionate to the nature of the dispute or to the amount in controversy, or to the relevance of the materials requested, the Arbitrator shall deny such requests. In any arbitration arising out of or related to this Agreement, there shall be no interrogatories or requests to admit. In any arbitration arising out of or related to this Agreement, each side may take two discovery depositions. Each side’s depositions are to consume no more than a total of fifteen hours. There are to be no speaking objections at the depositions, except to preserve privilege. The total period for the taking of depositions shall not exceed four weeks. Any party wishing to make a dispositive motion shall first submit a brief letter (not exceeding five pages) explaining why the motion has merit and why it would speed the proceeding and make it more cost-effective. The other side shall have a brief period within which to respond. Based on the letters, the Arbitrator will decide whether to proceed with more comprehensive briefing and argument on the proposed motion.  If the Arbitrator decides to go forward with the motion, he/she will place page limits on the briefs and set an accelerated schedule for the disposition of the motion. The pendency of such a motion will not serve to stay any aspect of the arbitration or adjourn any pending deadlines.

(g)            The following time limits are to apply to any arbitration arising out of or related to this Agreement: Discovery is to be completed within 45 days of the service of the arbitration demand, (b) the evidentiary hearing on the merits (“Hearing”) is to commence within 60 days of the service of the arbitration demand. At the Hearing, each side is to be allotted 1 day for presentation of direct evidence and for cross examination. The award shall be rendered within 45 days of the close of the Hearing or within 45 days of service of post-hearing briefs if the Arbitrator directs the service of such briefs. Failure to meet any of the foregoing deadlines will not render the award invalid, unenforceable or subject to being vacated. The Arbitrator, however, may impose appropriate sanctions and draw appropriate adverse inferences against the party primarily responsible for the failure to meet any such deadlines.

(h)            The Arbitrator must agree to abide by this Section 5.12 before accepting appointment.

(i)             Each party acknowledges and agrees that any controversy which may arise under this Agreement is likely to involve complicated and difficult issues and, therefore, EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF THIS AGREEMENT, THE NEGOTIATION OR ENFORCEMENT HEREOF OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.

(j)             The parties hereto agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof and that the parties hereto shall be entitled, in addition to any other remedies available at law or in equity or otherwise, to seek specific performance of the terms hereof.

5.13         Counterparts. This Agreement may be executed in one or more counterparts (whether delivered by electronic copy or otherwise), each of which will be deemed an original, but all of which together will be deemed to be one and the same agreement and will become effective when counterparts have been signed by each of the parties hereto and delivered to the other parties hereto.  Each party need not sign the same counterpart.  A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

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5.14         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. 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). Article and section references are references to the articles and 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.

5.15         Definitions.  For purposes of and as used in this Agreement, the following capitalized terms have the following meanings:

(a)            “Ancillary Agreements” means, collectively, the Cost Sharing Agreement, the Bill of Sale, the Assignment and Assumption Agreement, the Revenue Sharing Agreement, and the Senior Unsecured Notes.

(b)            “Affiliate” of any Person means any Person that controls, is controlled by, or is under common control with such Person.  As used herein, “control” (including the terms “controlling”, “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities or other interests, by contract or otherwise.

(c)            “Assignment and Assumption Agreement” means an assignment and assumption agreement substantially in the form set forth in Exhibit A hereto, with such changes as are necessary to reflect the Transactions.

(d)            “Assumed Leases” means, collectively, (i) the real property leases listed in Section 5.15(d)(i) of the Disclosure Letter, and (ii) the personal property leases listed in Section 5.15(d)(ii) of the Disclosure Letter.

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(e)            “Assumed Liabilities” means, collectively, the liabilities and obligations arising after the Effective Date under the Assumed Leases and the Assigned Contracts, whether or not any such liability or obligation has a value for accounting purposes or is carried or reflected on or specifically referred to in MAST’s Business Records or financial statements, including Employment-Related Liabilities which have accrued or otherwise relate to periods occurring after the Effective Date and a pro-rated (based on time) portion of Employment-Related Liabilities that includes both a period before the Effective Date and a period after the Effective Date.

(f)             “Benefit Plan” means each Pension Plan, Welfare Plan and employment, compensation, bonus, pension, profit sharing, deferred compensation, incentive compensation, stock ownership, stock option, stock appreciation right, stock purchase, phantom stock or other equity compensation, performance, retirement, thrift, savings, stock bonus, excess benefit, supplemental unemployment, paid time off, perquisite, tuition reimbursement, outplacement, fringe benefit, vacation, sabbatical, sick leave, severance, or retention, termination, change in control, redundancy policy, workers’ compensation, retirement, cafeteria, disability, death benefit, hospitalization, medical, dental, life insurance, accident benefit, welfare benefit or other plan, program, agreement or arrangement, in each case maintained or contributed to, or required to be maintained or contributed to, by MAST or its Subsidiaries or any ERISA Affiliate, or any plan covering non-United States employees or former employees which if maintained or administered in or otherwise subject to the laws of the United States would be described in this paragraph, in each case for the benefit of any Business Employee.

(g)            “Bill of Sale” means a bill of sale substantially in the form set forth in Exhibit B hereto, with such changes as are necessary to reflect the Transactions.

(h)            “Business Day” means a day that is not (i) a Saturday, a Sunday or a statutory or civic holiday in the City of New York, (ii) a day on which banking institutions are required by Law to be closed in the City of New York.

(i)             “Business Records” means all books, records, ledgers, tangible data, disks, tapes, other media-storing data and files or other similar information whether in hardcopy or computer format and whether stored in network facilities or otherwise, in each case to the extent used or held for use primarily in the operation or conduct of MAST’s business, but excluding portions of such items to the extent (i) they are included in, or primarily related to, any Excluded Assets or Excluded Liabilities, or (ii) any applicable Law prohibits the transfer of such information.

(j)             “Contracts” means all contracts, licenses, purchase orders, agreements, arrangements or understandings (whether legally enforceable or subject to defenses), leases and subleases, including all amendments, restatements or supplements thereto.

(k)            “Employment-Related Liabilities” means any liability or obligation relating to or arising out of the employment or the termination of employment by MAST or its Affiliates of any current employee or consultant of MAST or its Affiliates (including members of the Team), including any and all liabilities or obligations relating to wages, remuneration, compensation, carried interest, management or incentive fee participation, profit sharing, unreimbursed expenses, benefits, severance, pensions, sabbatical, vacation, personal days, floating holidays or other paid-time-off, working time related benefits, time savings accounts, end of career indemnities, social security and related costs.

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(l)             “Encumbrance” means any lien, encumbrance, claim, charge, security interest, mortgage, pledge, easement, encroachment, building or use restriction, capital lease, conditional sale or other title retention agreement, covenant or other similar restriction, adverse claims of ownership or use, or other similar restriction or Third Party right.

(m)           “Environmental Law” means any Law that governs the existence of or provides a remedy for release of Hazardous Substances, the protection of persons, natural resources or the environment, the management of Hazardous Substances, or other activities involving Hazardous Substances.

(n)            “ERISA” means the Employee Retirement Income Security Act of 1974.

(o)            “ERISA Affiliate” means each Subsidiary and any other Person that, together with MAST is (or at the relevant time was) treated as a single employer under Section 414(b), (c), (m) or (o) of the Code.

(p)            “Excluded Liabilities” means, collectively, any liabilities or obligations of MAST or any of its Affiliates, whether direct or indirect, known or unknown, absolute or contingent, except for the Assumed Liabilities.  For the avoidance of doubt, the parties hereto agree that the Excluded Liabilities include any and all of the following liabilities or obligations, whether or not any such liability or obligation has a value for accounting purpose or is carried or reflected on or specifically referred to in MAST’s Business Records or financial statements: (i) any liability or obligation that arises from, or in connection with, the operation or the conduct of the ownership of the Purchased Assets on or prior to the Effective Date; (ii) any Excluded Taxes; (iii) any Environmental Liabilities; (iv) any liability or obligation arising out of or related to any Excluded Asset; (v) any trade payable that arises from, or in connection with, the operation or the ownership of the Purchased Assets on or prior to the Effective Date; (vi) any indebtedness for borrowed money or guarantees thereof of MAST or its Affiliates or intercompany obligations of MAST or its Affiliates; (vii)    any liability or obligation to any partner or shareholder in any investment vehicle managed or advised by MAST or its Affiliates; (viii) (A) Employment-Related Liabilities which have accrued or otherwise relate to periods occurring prior to and including the Effective Date or that relate on a prorated basis to a period occurring prior to and including the Effective Date; (B) any employee’s or former employee’s or his/her dependents’ rights or obligations under any fringe benefit of employment with MAST, including any Benefit Plan; (C) any retention payments owed to any current employee or former employee of MAST or its Affiliates (including members of the Team) pursuant to arrangements entered into on or prior to the Effective Date by MAST or its Affiliates; and (D) the employment or the termination of employment (whether before, on or after Closing) or the transfer by operation of Law, in each case as a result of the transactions contemplated by this Agreement, of any Person who is not a member of the Team but who claims or is deemed to transfer to GECM by operation of Law, including losses, liabilities or obligations arising from, or connected with, any Employment-Related Liabilities; (ix) any liability and obligation which arises out of or relates to any breach, default or violation by MAST or its Affiliates of any Assumed Lease or any Assigned Contract occurring on or prior to the Effective Date; and (x) any liability or obligation in connection with or relating to any actions, suits, claims, causes of action or proceedings against MAST or any of its Affiliates regarding or relating to (A) the operation or conduct of MAST’s business or (B) the ownership of the Purchased Assets, in either case on or before the Effective Date.

(q)            “Excluded Tax” means any liability, obligation or commitment, whether or not accrued, assessed or currently due and payable, with respect to (i) any Taxes of MAST or its Affiliates (including any liability of MAST or its Affiliates for the Taxes of any other Person (other than GP Corp or its Affiliates) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign Law)), as a transferee or successor, by contract or otherwise, (ii) any Taxes relating to, pertaining to, or arising out of, the Purchased Assets for any Pre-Closing Tax Period, including all interest, penalties or other amounts with respect thereto accruing in Post-Closing Tax Periods, and (iii) any Taxes required by Law to be paid by MAST or any of its Subsidiaries (or withheld from MAST by GP Corp) as a result of the sale of Purchased Assets in any jurisdiction (including any mandatory withholding Taxes) other than (x) any Transfer Taxes to be paid by GP Corp under Section 8.03 and (y) any Taxes to the extent deducted and withheld by GP Corp at the Closing pursuant to Section 8.03.

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(r)            “Fixtures and Supplies” means all fixtures, improvements, furniture, furnishings, equipment, machinery, tools, Office Equipment, supplies, vehicles, and other tangible personal property owned by MAST which are located on the Transferred Premises, and all warranties and guarantees, if any, express or implied, with respect to any of the foregoing, but excluding any such items primarily related to Excluded Assets or Excluded Liabilities.

(s)             “Goodwill” means the goodwill of MAST’s historical business connected with the use of the Purchased Assets or the Operating Assets, as the context dictates, including MAST’s historical investment performance, personal and ongoing business relationships, trade secrets and knowledge in connection with MAST’s business, the Team-Related Know-how and other Information relating thereto and the right to employ the Team, other than the goodwill connected with the use of and symbolized by any trademarks and service marks.

(t)             “Governmental Body” means any legislative, executive or judicial unit of any governmental entity (supranational, national, federal, provincial, state or local) or any department, commission, board, agency, bureau, official or other regulatory, administrative or judicial authority thereof.

(u)            “Hazardous Substance” means (i) any hazardous, toxic or dangerous waste, substance or material, (ii) asbestos or PCBs and (iii) any other chemical, material or substance, exposure to which is prohibited, limited or regulated by any Governmental Body.

(v)            “Information” means any and all documented and undocumented information (excluding patents), including any technical information, trade secrets and other confidential information, data and drawings of whatever kind in whatever medium, specifications, techniques, know-how, network configurations and architectures, APIs, subroutines, techniques, user interfaces, URLs works of authorship, algorithms, formulae, protocols, schematics, compositions, processes, designs, bills of material, sketches, photographs, graphs, drawings, samples, non-patented inventions, discoveries, developments and ideas, build instructions, Software (in any form, including source code and executable or object code), build scripts, test scripts, databases and data collections, past and current manufacturing and distribution methods and processes, tooling requirements, current and anticipated customer requirements, price lists, part lists, customer lists, market studies, business plans, database technologies, systems, structures, architectures, improvements, devices, concepts, methods and information, however documented and whether or not embodied in any tangible form, and any and all notes, analysis, compilations, studies, summaries, and other material containing or based, in whole or in part, on any information included in the foregoing, and including all tangible embodiments of any of the foregoing.

(w)           “Intellectual Property” means any and all of the following in any jurisdiction throughout the world: (i) trademarks and service marks, including all applications and registrations and the goodwill connected with the use of and symbolized by the foregoing; (ii) copyrights, including all applications and registrations, and works of authorship, whether or not copyrightable; (iii) trade secrets and confidential know-how; (iv) patents and patent applications; (v) websites and internet domain name registrations; and (vi) all other intellectual property and industrial property rights and assets, and all rights, interests and protections that are associated with, similar to, or required for the exercise of, any of the foregoing.

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(x)            “Law” means any supranational, national, federal, state, provincial or local law, statute, ordinance, rule, regulation, code, order, judgment, injunction or decree of any country.

(y)            “Material Adverse Effect” means, with respect to any Person, any event, occurrence, fact, condition or change that is materially adverse to (a) the business, results of operations, financial condition or assets of the business of such Person, taken as a whole, or (b) the ability of such Person to consummate the Transactions; provided that “Material Adverse Effect” shall not include any event, occurrence, fact, condition or change, directly or indirectly, arising out of or attributable to: (i) general economic or political conditions; (ii) conditions generally affecting the industries in which the business of such Person operates; (iii) any changes in financial, banking or securities markets in general, including any disruption thereof and any decline in the price of any security or any market index or any change in prevailing interest rates; (iv) acts of war (whether or not declared), armed hostilities or terrorism, or the escalation or worsening thereof; (v) any action required or permitted by this Agreement or any action taken (or omitted to be taken) with the consent of or at the request of the other party to the Transactions; (vi) any changes in applicable Laws or accounting rules or the enforcement, implementation or interpretation thereof; (vii) the announcement, pendency or completion of the Transactions, including losses or threatened losses of employees, customers, suppliers, distributors or others having relationships with the such Person and its business; or (viii) any natural or man-made disaster or acts of God.

(z)            “Office Equipment” means all office equipment, whether or owned or leased, including computer hardware, telephone equipment, mobile phones, internet switches and routers.

(aa)          “Operating Assets” means those Fixtures and Supplies included in the Purchased Assets which constitute the infrastructure to support the Team set forth or described in Section 10.16(dd) of the Disclosure Letter.

(bb)          “Person” means any individual, corporation, partnership, firm, association, joint venture, joint stock company, trust, unincorporated organization or other entity, or any government or regulatory, administrative or political subdivision or agency, department or instrumentality thereof.

(cc)          “Property Tax” means any real property Tax, personal property Tax and similar ad valorem obligations.

(dd)          “Software” means any and all (i) computer programs, including any and all software implementations of algorithms, heuristics models and methodologies, whether in source code or object code, (ii) testing, validation, verification and quality assurance materials, (iii) databases, conversion, interpreters and compilations, including any and all data and collections of data, whether machine readable or otherwise, (iv) descriptions, schematics, flow-charts and other work product used to design, plan, organize and develop any of the foregoing, (v) software development processes, practices, methods and policies recorded in permanent form, relating to any of the foregoing, (vi) performance metrics, sightings, bug and feature lists, build, release and change control manifests recorded in permanent form, relating to any of the foregoing and (vii) all documentation, including user manuals, web materials, and architectural and design specifications and training materials, relating to any of the foregoing.

(ee)          “Straddle Period” means any Tax period that begins on or before and ends after the Effective Date.

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(ff)           “Subsidiary” means, with respect to any Person, a corporation, partnership, limited liability company or other entity of which shares of stock or other ownership interests having ordinary voting power (other than stock or such other ownership interests having such power only by reason of the happening of a contingency) to elect a majority of the board of directors (or similar body) of such corporation, partnership, limited liability company or other entity are at the time owned, or the management of which is otherwise controlled, directly or indirectly through one or more intermediaries, or both, by such Person.

(gg)          “Tax” means a tax of any kind, and all charges, fees, customs, levies, duties, imposts, required deposits or other assessments, whether federal, state, local or foreign, including all net income, capital gains, gross income, gross receipt, property, franchise, sales, use, excise, registration, withholding, payroll, employment, social security, worker’s compensation, unemployment, occupation, capital stock, ad valorem, value added, transfer, gains, profits, net worth, asset, transaction, real property, personal property, alternative, add-on minimum, escheat or estimated tax or other tax, including any interest, penalties or additions to tax with respect thereto, whether disputed or not, imposed upon any Person by any taxing or social security authority or other Governmental Body under applicable Law.

(hh)          “Team-Related Know-how” means any Information associated with any member of the Team.

(ii)            “Third Party” means any Person not an Affiliate of the other referenced Person or Persons.

(jj)            “Transfer Tax” means any sales, use, stamp, registration, documentary, filing, recording, transfer, value added or similar fees or Taxes (including all applicable real estate transfer Taxes).

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The parties hereto have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.

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Exhibit A

FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT

This Assignment and Assumption Agreement (the “Agreement”), effective as of November 3, 2016 (the “Effective Date”), is by and between MAST Capital Management, LLC, a Delaware limited liability company (“Seller”), and GECC GP Corp., a Delaware corporation (“Buyer”).

WHEREAS, Seller and Buyer have entered into a certain Asset Purchase Agreement, dated as of November 3, 2016 (the “Purchase Agreement”), pursuant to which, among other things, Seller has agreed to assign all of its rights, title and interests in, and Buyer has agreed to assume all of Seller’s duties and obligations under, the Assigned Contracts and the other Purchased Assets.

NOW, THEREFORE, in consideration of the mutual covenants, terms and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1.                                       Definitions. All capitalized terms used in this Agreement but not otherwise defined herein are given the meanings set forth in the Purchase Agreement.

2.                                       Assignment and Assumption. Seller hereby sells, assigns, grants, conveys and transfers to Buyer all of Seller’s right, title and interest in and to the Assigned Contracts and the other Purchased Assets.  Buyer hereby accepts such assignment and assumes all of Seller’s duties and obligations under the Assigned Contracts and the other Purchased Assets, including, without limitation, the Assumed Liabilities, and agrees to pay, perform and discharge, as and when due, all of the obligations of Seller under the Assigned Contracts and the other Purchased Assets (including, without limitation, the Assumed Liabilities) accruing after the Effective Date.

3.                                       Terms of the Purchase Agreement. The terms of the Purchase Agreement, including, but not limited to, the representations, warranties, covenants, agreements and indemnities relating to the Assigned Contracts and the other Purchased Assets are incorporated herein by this reference.  The parties hereto acknowledge and agree that the representations, warranties, covenants, agreements and indemnities contained in the Purchase Agreement shall not be superseded hereby but shall remain in full force and effect to the full extent provided therein.  In the event of any conflict or inconsistency between the terms of the Purchase Agreement and the terms hereof, the terms of the Purchase Agreement shall govern.

4.                                       Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction).

5.                                       Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement.  A signed copy of this Agreement delivered by facsimile, email or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

The parties hereto have executed this Agreement to be effective as of the date first above written.

Exhibit 10.5

COST SHARING AGREEMENT

COST SHARING AGREEMENT, dated as of November 3, 2016 (this “Agreement”), by and between Great Elm Capital Management, Inc., a Delaware corporation (“GECM”), and MAST Capital Management LLC, a Delaware limited liability company (“MAST”). Certain capitalized terms are defined in Section 7.17.

RECITALS

Concurrent with the execution of this Agreement, GECC GP Corp., a Delaware corporation (“GP Corp”) and MAST are entering into an Asset Purchase Agreement (the “Asset Purchase Agreement”).

The execution and delivery of this Agreement is a condition to the consummation of the transactions contemplated by the Asset Purchase Agreement.

GECM is willing to assume all of the costs of the transferred people and other obligations on the condition that MAST share in such costs on the terms of this Agreement.

AGREEMENT

In consideration of the foregoing and the mutual promises in this Agreement, the parties, intending to be legally bounds, agree as follows:

1.               SERVICES TO MAST.  For so long as requested by MAST, GECM must provide MAST access to and the right to use on a royalty-free basis (subject to the immediately following sentence), people, facilities, infrastructure, other intangibles and services, other operating assets, and goodwill reasonably comparable (measured in light of the then current business environment and other factors) to those represented by the assets transferred, assumed liabilities and people transferred per the Asset Purchase Agreement.  This commitment of GECM is expressly conditioned upon MAST making all required cost sharing payments under Article 2.  GECM’s obligations under this Article 1 are reduced to the extent that the assets transferred, assumed liabilities and people transferred per the Asset Purchase Agreement were those of a single private money management firm, and MAST understands and acknowledges that its rights under this Article 1 are to services of an investment management business that is a subsidiary of a public company that will be engaged in multiple businesses (only one of which is providing services back to MAST per this Article 1).

2.               COST SHARING.

2.1             Direct Costs.  In principle, any out-of-pocket cost that is intended to benefit only one of the Parties or the investment products managed by one of the Parties (an “Identified Cost”), shall be paid by that Party or its managed investment products.  If either Party pays Identified Cost in respect of the other Party or such other Party’s managed investment products, the Party or its managed investment products that were intended to benefit from such Identified Cost shall be reimburse the paying Party for such Identified Cost.

2.2             Personnel Cost.

(a)                      Each Party shall prepare a monthly schedule of salaries and wages of its employees.  Each Party shall provide a reasonable good-faith allocation of the activities of each employee.  Neither party shall be required to maintain hourly or other detailed activity logs for its employees in order to support such allocation.  Employee activities that are specifically for the benefit of either Party, another organization (e.g. headquarters costs) or the investment products such Party manages, shall be separately identified (a “Variable Activity”).  All other activities shall be reasonably grouped in good faith into major pools (e.g. research, portfolio company management, trading, etc.) of activity (an “Allocated Activity”).

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(b)                      Each Party shall prepare a monthly reasonable good-faith estimate of the activity base that best represents the driver of each Allocated Activity.  If a Party is unable to practically derive an activity base without undue effort or accounting expense, then it may select a macro activity base (e.g. assets under management) to use with respect to an Allocated Activity.

(c)                      Each Party shall prepare a monthly statement of Variable Activities and Allocated Activities performed by its employees and the allocation of such Allocated Activities to be allocated to the other Party or the investment products that such other Party manages using the applicable activity bases.

(d)                      Employee benefits shall be added to direct salary and wages with respect to Variable Activities and Allocated Activities, respectively.  Allocable benefits shall include employment taxes, health and welfare benefits, payroll costs, pension plans, contributions to post-retirement plans and the value of equity owned by employees or incentive compensation whose value is derived in whole or in part from equity securities of the applicable Party or a member of its corporate group.  Allocable benefits shall include deferred compensation earned during the applicable period (whether or not currently expensed for generally accepted accounting principles (“GAAP”) or taxes).  Carried interest, bonus or other incentive fee related compensation shall be included the cost pool for Variable Activities and Allocated Activities, respectively, whether or not the employees interest therein is subject to subsequent forfeiture or vesting or currently expensed for GAAP or tax purposes.  Bonus costs may include good faith accruals in accordance with GAAP even if the allocation to specific employees has not yet been made and even if such accrual may be reversed in subsequent periods (but such reversal of a prior accrual shall reduce employee benefit costs in such such subsequent period).

(e)                       Except as provided in Section 2.3(f), MAST may not bill GECM for any costs associated with persons who are employees of GECM.

(f)                        From the date of this Agreement until December 31, 2016, MAST shall remain the employer of record for payroll, health, welfare and benefit matters for the employees transferred per the Asset Purchase Agreement.

(g)                      Any employee payment measured in reference to MAST or investment vehicles managed by MAST shall be treated as a separate Variable Activity solely attributable to MAST.

2.3            Non-Employee Allocated Costs.

(a)                      Costs and expenses of a Party not included in Section 2.1 or Section 2.2 shall be accumulated on a monthly basis on a reasonable good-faith basis into cost pools (“Cost Pools”).

(b)                      Costs that have a fixed and variable component may be allocated using different activity bases and the variable element may constitute a Variable Activity while the fixed element may constitute an Allocated Activity.  Fixed costs shall be amortized using the same method and estimates used for GAAP (e.g. straight line, units of activity, salvage value, etc.)

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(c)                      Each Party shall prepare a monthly reasonable good-faith estimate of the activity base that best represents the driver of each Cost Pool.  If a Party is unable to practically derive an activity base without undue effort or accounting expense, then it may select a macro activity base (e.g. assets under management) to use with respect to a Cost Pool.

(d)                      Each Party shall prepare a monthly statement of its Cost Pools and the allocation of each Cost Pool to be allocated to the other Party or the investment products that such other Party manages and an allocation thereof using the applicable activity base.

3.                     PAYMENTS

3.1             Invoices. The Parties shall invoice each other within twenty days of the end of each calendar months for amounts payable by the other party per Article 2.  Each Party shall pay the invoiced amount within ten days of receipt of the applicable invoice.

3.2             Quarterly Settlement.  Within sixty days following the end of each calendar quarter, each Party shall deliver a detailed quarterly recollection comparing amounts invoiced under Section 3.1 with amounts that should have been invoiced per Article 2 after giving effect to any quarter end accruals or adjustments to amounts previously recorded.  Within ten days following receipt of a quarterly reconciliation, any amounts due thereunder shall be paid or refunded by the applicable Party.

3.3             Annual Settlement.  Within ninety days following the end of each calendar year, each Party shall deliver a detailed annual recollection comparing amounts invoiced under Section 3.1 with amounts that should have been invoiced per Article 2 after giving effect to any year end accruals or adjustments to amounts previously recorded.  Within ten days following receipt of an annual reconciliation, any amounts due thereunder shall be paid or refunded by the applicable Party.

3.4             Manner of Payment. A netting of any amount payable under this Agreement as against existing accounts payable and accounts receivable, shall be acceptable payment, effective as of the date of the netting on the books of both of the Parties.

3.5             Records and Audits. The Parties shall each maintain written records for at least six years, in sufficient detail to permit ready verification of the amounts charged per Article 2. Such records shall be made available to the other Party or its designee for such inspection, audit and certification as may be reasonably necessary. If, as a result of any audit verification or certification, there is an adjustment in the amounts and allocations determined under this Section 3.5, such amount shall be paid within forty-five days of the end of such quarter.

3.6             Currency. Unless otherwise agreed by the Parties, all payments contemplated hereby or made by the Parties in connection herewith shall be made in U.S. dollars. In determining costs or making any calculation hereunder, any amount in currencies other than U.S. dollars shall be translated into U.S. dollars at the prevailing bookkeeping rate used by the applicable Party during the period in which the revenue or expense is recognized under GAAP.

4.                      STANDARD OF SERVICE.  Subject to the general principles in Section 1:

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4.1             Software and Software Licenses.

(a)                      If and to the extent requested by MAST, GECM shall use commercially reasonable efforts to assist MAST in its efforts to obtain licenses (or other appropriate rights) to use, duplicate and distribute, as necessary and applicable, certain computer software necessary for GECM to provide, and MAST to receive, the level of service MAST has under such software as of the date of this Agreement. The Parties acknowledge and agree that there can be no assurance that GECM’s efforts will be successful or that GECM will be able to obtain such licenses or rights on acceptable terms or at all and, where GECM enjoys rights under any enterprise or site license or similar license, the Parties acknowledge that such license typically precludes partial transfers or assignments or operation of a service bureau on behalf of unaffiliated entities. In the event that GECM is unable to obtain such software licenses, the Parties shall work together using commercially reasonable efforts to obtain an alternative software license to allow GECM to provide, and MAST to receive, such services.

(b)                      If there are any costs associated with obtaining software licenses such costs shall be paid and reimbursed per Article 2, including the possibility that transfer fees and similar costs may be Identified Costs or Variable Costs.

(c)                      GECM shall maintain the historical electronic records of MAST for so long as required under applicable law, including the Investment Advisors Act of 1940, and provide MAST with full access to such historical records for regulatory and other purposes.

4.2          Access to Facilities.

(a)                      GECM shall allow MAST and its Representatives full access to the facilities of GECM necessary for MAST to conduct its business and continue to benefit from the infrastructure transferred under the Asset Purchase Agreement.

(b)                      Notwithstanding the other rights of access of the Parties under this Agreement, each Party shall afford the other Party and its Representatives, following not less than one business days’ prior written notice from the other Party, reasonable access during normal business hours to the facilities, information, systems, infrastructure, and personnel of the relevant Party as reasonably necessary for the other Party to verify the adequacy of internal controls over information technology, reporting of financial data and related processes employed in connection with the Services, including in connection with verifying compliance with Section 404 of the Sarbanes-Oxley Act of 2002; provided, however , such access shall not unreasonably interfere with any of the business or operations of such Party or its Subsidiaries.

(c)                      Except as otherwise permitted by the other Party in writing, each Party shall permit only its authorized Representatives, contractors, invitees or licensees to access the other Party’s facilities.

4.3              Cooperation. It is understood that it will require the significant efforts of both Parties to implement this Agreement and to ensure performance of this Agreement by the Parties at the agreed-upon levels in accordance with all of the terms and conditions of this Agreement. The Parties will cooperate, acting in good faith and using commercially reasonable efforts, to effect a smooth and orderly transition of the services provided under this Agreement from the provider to the recipient (including the assignment or transfer of the rights and obligations under any third-party contracts).

4.4              Data Protection. GECM shall only process personal data which it may receive from MAST, while carrying out its duties under this Agreement: (a) in such a manner as is necessary to carry out those duties; (b) in accordance with the instructions of MAST; and (c) using appropriate technical and organizational measures to prevent the unauthorized or unlawful processing of such personal data and/or the accidental loss or destruction of, or damage to, such personal data.

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4.5              Standard for Service.

(a)                      GECM agrees (i) to perform the services in a commercially reasonable manner and in any event substantially similar to that which are applicable to similar services provided GECM’s affiliates or GECM’s own business; and (ii) upon receipt of written notice from MAST identifying any outage, interruption or other failure of any service, to respond to such outage, interruption or other failure of such service in a manner that is substantially similar to the manner in which such GECM responded to any outage, interruption or other failure of the same or similar services for GECM’s or its affiliates own businesses. The Parties acknowledge that an outage, interruption or other failure of any Service shall not be deemed to be a breach of the provisions of this Agreement so long as GECM complies with the foregoing clause (ii).

(b)                      Nothing in this Agreement shall require GECM to perform or cause to be performed any service to the extent the manner of such performance would constitute a violation of applicable Law or any existing contract or agreement with a third party. If GECM is or becomes aware of any potential violation on the part of GECM, GECM shall promptly send a written notice to MAST of any such potential violation. The Parties each agree to cooperate and use commercially reasonable efforts to obtain any necessary third-party consents required under any existing contract or agreement with a third party to allow GECM to perform or cause to be performed any service in accordance with the standards set forth in this Section. Any costs and expenses incurred by either Party in connection with obtaining any such third-party consent that is required to allow GECM to perform or cause to be performed any such service shall be reimbursable under Article 2. If, with respect to any service to be provided hereunder, the Parties, despite the use of such commercially reasonable efforts, are unable to obtain a required third-party consent or the performance of such service by GECM would continue to constitute a violation of applicable Laws, GECM shall use commercially reasonable efforts in good faith to provide such services in a manner as closely as possible to the standards described in this Section 4.5 that would apply absent the exception provided for in the first sentence of this Section 4.5(b).

4.6              Disclaimer of Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE PARTIES ACKNOWLEDGE AND AGREE THAT THE SERVICES ARE PROVIDED AS-IS, THAT EACH PARTY ASSUMES ALL RISKS AND LIABILITY ARISING FROM OR RELATING TO ITS USE OF AND RELIANCE UPON THE SERVICES AND THE OTHER PARTY, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT THERETO. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY HEREBY EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES REGARDING THE SERVICES, WHETHER EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE, INCLUDING ANY REPRESENTATION OR WARRANTY IN REGARD TO QUALITY, PERFORMANCE, NONINFRINGEMENT, COMMERCIAL UTILITY, MERCHANTABILITY OR FITNESS OF ANY SERVICE FOR A PARTICULAR PURPOSE.

4.7              Compliance with Laws and Regulations. Each Party shall be responsible for its own compliance and its subcontractors’ compliance with any and all Laws applicable to its performance under this Agreement. No Party will knowingly take any action in violation of any such applicable Law that results in liability being imposed on the other Party.

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4.8                   Operational Integration.   The Parties are operationally integrated investment advisors, and that, in addition to being subject to its own compliane policies and procedures (including restricted trading lists, the “Compliance Policies”), it shall also be subject to the other Party’s reasonable compliance policies.

5.                              LIMITATION OF LIABILITY AND INDEMNIFICATION

5.1                   Consequential and Other Damages. Notwithstanding anything to the contrary contained in this Agreement, no Party shall not be liable to the other Party or any of its Affiliates or Representatives, whether in contract, tort (including negligence and strict liability) or otherwise, at law or equity, for any special, indirect, incidental, punitive or consequential damages whatsoever (including lost profits or damages calculated on multiples of earnings approaches), which in any way arise out of, relate to or are a consequence of, the performance or nonperformance by a Party (including any Affiliates and Representatives of such Party and any unaffiliated third-party providers, in each case, providing the applicable services) under this Agreement or the provision of, or failure to provide, any services under this Agreement, including with respect to loss of profits, business interruptions or claims of customers.

5.2                   Limitation of Liability. The liabilities of each Party under this Agreement for any act or failure to act in connection herewith (including the performance or breach of this Agreement), or from the sale, delivery, provision or use of any services provided under or contemplated by this Agreement, whether in contract, tort (including negligence and strict liability) or otherwise, at law or equity, shall not exceed the total aggregate paid hereunder for such service or asset.

5.3                   Release and GECM Indemnity. Subject to Section 5.1, MAST hereby releases GECM and its Affiliates and Representatives (each, a “GECM Indemnified Party”), and MAST hereby agrees to indemnify, defend and hold harmless each such GECM Indemnified Party from and against any and all liabilities arising from, relating to or in connection with: (a) the use by MAST or any of its Affiliates, Representatives or other Persons of any services provided by GECM hereunder; or (b) the sale, delivery, provision or use of any services provided by GECM under or contemplated by this Agreement, in the case of each of clause (a) and (b), except to the extent that such liabilities arise out of, relate to or are a consequence of a GECM Indemnified Party’s bad faith, gross negligence or willful misconduct.

5.4                   Release MAST Indemnity. Subject to Section 5.1, GECM hereby releases MAST and its Affiliates and Representatives (each a “MAST Indemnified Party”), and GECM hereby agrees to indemnify, defend and hold harmless each such MAST Indemnified Party, from and against any and all liabilities arising from, relating to or in connection with: (a) the use of any services by GECM or any of its Affiliates, Representatives or other Persons of any services provided by MAST hereunder; or (b) the sale, delivery, provision or use of any services provided by MAST under or contemplated by this Agreement, in the case of each of clause (a) and (b), to the extent that such liabilities arise out of, relate to or are a consequence of a MAST Indemnified Party’s bad faith, gross negligence or willful misconduct.

5.5                   Liability for Payment Obligations. Nothing in this Article 5 shall be deemed to eliminate or limit, in any respect, obligations to pay under Articles 2 and 3.

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5.6                   Exclusion of Other Remedies. The provisions of this Article 5 shall, to the maximum extent permitted by applicable Law, be the sole and exclusive remedies of the MAST Indemnified Parties and the GECM Indemnified Parties, as applicable, for any claim, loss, damage, expense or liability, whether arising from statute, principle of common or civil law, principles of strict liability, tort, contract or otherwise under this Agreement.

5.7                   Confirmation. Neither Party excludes responsibility for any liability which cannot be excluded pursuant to applicable Law.

6.                            TERM AND TERMINATION

6.1                   Term and Termination.

(a)                      This Agreement shall commence immediately upon the date hereof and shall terminate upon the earlier to occur of: (i) the last date on which GECM is obligated to provide any service to MAST in accordance with the terms of this Agreement or (ii) the mutual written agreement of the Parties to terminate this Agreement in its entirety.

(b)                      Without prejudice to MAST’s rights with respect to a Force Majeure, MAST may from time to time terminate this Agreement with respect to the entirety of any individual service but not a portion thereof: (i) for any reason or no reason, upon providing at least sixty days’ prior written notice to GECM; provided, however, that MAST shall pay to GECM the necessary and reasonable documented out-of-pocket costs incurred in connection with the wind down of such service, other than any employee severance and relocation expenses, but including unamortized license fees and costs for equipment used to provide such service, contractual obligations under agreements used to provide such service, any breakage or termination fees and any other termination costs payable by GECM with respect to any resources or pursuant to any other third-party agreements that were used by GECM to provide such service (or an equitably allocated portion thereof, in the case of any such equipment, resources or agreements that also were used for purposes other than providing services); or (ii) if GECM has failed to perform any of its material obligations under this Agreement with respect to such service, and such failure shall continue to exist thirty days after receipt by GECM of written notice of such failure from MAST. If any service is terminated other than at the end of a month, cost associated with such service shall be pro-rated appropriately.

6.2             Effect of Termination. Upon termination of any service pursuant to this Agreement, GECM will have no further obligation to provide the terminated service, and MAST will have no obligation to pay any future costs relating to any such service; provided, however , that MAST shall remain obligated to GECM for the (i) costs owed and payable in respect of services provided prior to the effective date of termination and (ii) any applicable charges described in Section 6.1(b), which charges shall be payable only in the event that MAST terminates any service pursuant to Section 6.1(b). In connection with the termination of any service, the provisions of this Agreement not relating solely to such terminated service shall survive any such termination, and in connection with a termination of this Agreement, Article 5 (including liability in respect of any indemnifiable liabilities under this Agreement arising or occurring on or prior to the date of termination), Article 6, Article 7, all confidentiality obligations under this Agreement and liability for all due and unpaid amounts under Articles 2 and 3, shall continue to survive indefinitely.

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6.3             Force Majeure.

(a)                      Neither Party (nor any Person acting on its behalf) shall have any liability or responsibility for failure to fulfill any obligation (other than a payment obligation) under this Agreement so long as and to the extent to which the fulfillment of such obligation is prevented, frustrated, hindered or delayed as a consequence of a Force Majeure; provided, however , that (i) such Party (or such Person) shall have exercised commercially reasonable efforts to minimize the effect of such Force Majeure on its obligations; and (ii) the nature, quality and standard of care that GECM shall provide in delivering a service after a Force Majeure shall be substantially the same as the nature, quality and standard of care that GECM provides to its Affiliates with respect to such service. If a Force Majeure occurs, the Party whose performance is affected thereby shall give notice of suspension as soon as reasonably practicable to the other stating the date and extent of such suspension and the cause thereof, and such Party shall resume the performance of such obligations as soon as reasonably practicable after the removal of such cause.

(b)                      During the period of a Force Majeure, MAST shall be entitled to permanently terminate such services (and shall be relieved of the obligation to pay for such services throughout the duration of such Force Majeure) if a Force Majeure shall continue to exist for more than fifteen consecutive days, it being understood that MAST shall not be required to provide any advance notice of such termination to GECM or pay any charges in connection therewith.

7.                      MISCELLANEOUS

7.1             No Agency. Nothing in this Agreement shall be deemed in any way or for any purpose to constitute any Party an agent of an unaffiliated party in the conduct of such other party’s business. Each Party shall act as an independent contractor and not as the agent of the other Party in performing services hereunder, selling assets, assuming liabilities, performing contractual obligations, maintaining control over its employees, its subcontractors and their employees and complying with all withholding of income at source requirements, whether federal, national, state, local or foreign.

7.2             Subcontractors. GECM may hire or engage one or more subcontractors to perform any or all of its obligations under this Agreement; provided, however , that (i) GECM shall use the same degree of care in selecting any such subcontractor as it would if such contractor was being retained to provide similar services to GECM and (ii) GECM shall in all cases remain primarily responsible for all of its obligations under this Agreement with respect to the scope of the services, the standard for services and the content of the services provided to MAST.

7.3             Due Authorization; Enforceability; No Conflict.  Each Party represents and warrants to each other Party that: (a) the execution and delivery of this Agreement by such party and the performance by such party of its obligations hereunder and the consummation by such Party of the transactions contemplated hereby have been duly authorized by all necessary actions on the part of such Party, (b) this Agreement has been duly executed and delivered by such Party and constitutes the legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms except to the extent limited by general principles of equity and bankruptcy, insolvency or similar laws and general equitable principles of affecting the rights of creditors generally and (c) the execution and delivery of this Agreement by such Party and the performance by such party of its obligations hereunder and the consummation by such Party of the transactions contemplated hereby (i) do not conflict with such Party’s organizational or governing documents and (ii) do not conflict with, result in a breach or violation of, or constitute a default under any law, regulations, rule or any order of any governmental authority applicable to such Party or any material contract to which such Party or such Party’s assets are bound.

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7.4             Choice of Law.  This Agreement and the transactions contemplated hereby will be governed by the laws of the State of Delaware that are applicable to contracts made in and performed solely in Delaware.

7.5             Treatment of Confidential Information.

(a)           The Parties shall not, and shall cause all other persons providing services or having access to information of the other Party that is confidential or proprietary (“Confidential Information”) not to, disclose to any other person or use, except for purposes of this Agreement, any Confidential Information of the other Party; provided, however, that the Confidential Information may be used by such Party to the extent that such Confidential Information has been (i) in the public domain through no fault of such Party or any member of such Group or any of their respective Representatives, (ii) later lawfully acquired from other sources by such Party which sources are not themselves bound by a confidentiality obligation, or (iii) independently generated without reference to any Confidential Information of the other Party; provided, further, that each Party may disclose Confidential Information of the other Party, to the extent not prohibited by applicable Law: (i) to its Representatives on a need-to-know basis in connection with the performance of such Party’s obligations under this Agreement; (ii) in any report, statement, testimony or other submission required to be made to any Governmental Authority having jurisdiction over the disclosing Party; or (iii) in order to comply with applicable Law, or in response to any summons, subpoena or other legal process or formal or informal investigative demand issued to the disclosing Party in the course of any litigation, investigation or administrative proceeding. In the event that a Party becomes legally compelled (based on advice of counsel) by deposition, interrogatory, request for documents subpoena, civil investigative demand or similar judicial or administrative process to disclose any Confidential Information of the other Party, such disclosing Party shall provide the other Party with prompt prior written notice of such requirement, and, to the extent reasonably practicable, cooperate with the other Party (at such other Party’s expense) to obtain a protective order or similar remedy to cause such Confidential Information not to be disclosed, including interposing all available objections thereto, such as objections based on settlement privilege. In the event that such protective order or other similar remedy is not obtained, the disclosing Party shall furnish only that portion of the Confidential Information that has been legally compelled, and shall exercise its commercially reasonable efforts (at such other Party’s expense) to obtain assurance that confidential treatment will be accorded such Confidential Information.

(b)           Each Party shall, and shall cause its Representatives to, protect the Confidential Information of the other Party by using the same degree of care to prevent the unauthorized disclosure of such as the Party uses to protect its own confidential information of a like nature, but in any event no less than a reasonable degree of care.

(c)              Each Party shall be liable for any failure by its respective Representatives to comply with the restrictions on use and disclosure of Confidential Information contained in this Agreement.

(d)              Each Party shall comply with all applicable local, state, national, federal and foreign privacy and data protection Laws that are or that may in the future be applicable to the provision of services under this Agreement.

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7.6              Exclusive Forum.

(a)                Any dispute under this Agreement or any Ancillary Agreement shall be exclusively resolved through binding arbitration in Boston in accordance with conducted in accordance with the expedited procedures set forth in the JAMS Comprehensive Arbitration Rules and Procedures as then in effect (including rules 16.1 and 16.2 or their successors), as modified herein.  Each party shall nominate within ten days of filing of the notice of arbitration a JAMS arbitrator and such JAMS arbitrators shall select within seven days a third JAMS Arbitrator who shall be the sole Arbitrator to resolve such dispute (the “Arbitrator”). The failure of a party to appoint an arbitrator within the time prescribed shall be deemed equivalent to appointing the arbitrator appointed by the other party as the Arbitrator.

(b)               Within ten days following the selection of the Arbitrator, each party shall submit to the Arbitrator such party’s proposed order resolving all matters (including cross claims) that are or could be included in the arbitration (a “Settlement Proposal”).  The sole finding by the Arbitrator shall be to select which of the Settlement Proposals most closely approximates the Arbitrator’s own determination of the proper resolution in total of all matters (including cross claims). The Arbitrator shall have no right to propose a middle ground or any modification of either of the two Settlement Proposals. The Settlement Proposal chosen by the Arbitrator as that mostly closely approximating the Arbitrator’s own determination of the proper audit dispute settlement amount shall constitute the decision of the Arbitrator and shall be final and binding upon the parties. The Arbitrator shall not be required to provide a reasoned opinion for his or her adoption of such party’s opinion, but the Arbitrator’s determination shall be based on which party’s position in the aggregate most closely approaches the correct interpretation of this Agreement, the law and the facts.

(c)              Any award issued by the Arbitrator may be reduced to a judgment and entered in a court of competent jurisdiction.  The party whose settlement proposal is selected by the Arbitrator shall be entitled to reimbursement of all costs, attorneys’ fees and other expenses associated with resolution of the dispute.

(d)              The arbitration shall be governed by the Rules of Civil Procedure and the Rules of Evidence as applicable in the Court of Chancery of the State of Delaware when such court is hearing matters solely involving Delaware law.  Where such rules confer on the court discretion in granting waivers or extending time for performance, the Arbitrator may not grant such waiver or make such extension without the consent of all parties to the arbitration.  Where such rules confer on the court discretion in granting waivers or extending time for performance, the Arbitrator may not grant such waiver or make such extension without the consent of all parties to the arbitration.  Except as required by law, neither any Party nor the Arbitrator may disclose the existence, content or results of the arbitration.

(e)                In any arbitration arising out of or related to this Agreement, requests for documents: (i) shall be limited to documents which are directly relevant to significant issues in the case or to the case’s outcome; (ii) shall be restricted in terms of time frame, subject matter and persons or entities to which the requests pertain; and (iii) shall not include broad phraseology such as “all documents directly or indirectly related to.

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(f)                In any arbitration arising out of or related to this Agreement (i) there shall be production of electronic documents only from sources used in the ordinary course of business. Absent a showing of compelling need, no such documents are required to be produced from backup servers, tapes or other media, (ii) absent a showing of compelling need, the production of electronic documents shall normally be made on the basis of generally available technology in a searchable format which is usable by the party receiving the e-documents and convenient and economical for the producing party. Absent a showing of compelling need, the parties need not produce metadata, with the exception of header fields for email correspondence; (iii) the description of custodians from whom electronic documents may be collected shall be narrowly tailored to include only those individuals whose electronic documents may reasonably be expected to contain evidence that is material to the dispute; and (iv) where the costs and burdens of e-discovery are disproportionate to the nature of the dispute or to the amount in controversy, or to the relevance of the materials requested, the Arbitrator shall deny such requests. In any arbitration arising out of or related to this Agreement, there shall be no interrogatories or requests to admit. In any arbitration arising out of or related to this Agreement, each side may take two discovery depositions. Each side’s depositions are to consume no more than a total of fifteen hours. There are to be no speaking objections at the depositions, except to preserve privilege. The total period for the taking of depositions shall not exceed four weeks. Any party wishing to make a dispositive motion shall first submit a brief letter (not exceeding five pages) explaining why the motion has merit and why it would speed the proceeding and make it more cost-effective. The other side shall have a brief period within which to respond. Based on the letters, the Arbitrator will decide whether to proceed with more comprehensive briefing and argument on the proposed motion.  If the Arbitrator decides to go forward with the motion, he/she will place page limits on the briefs and set an accelerated schedule for the disposition of the motion. The pendency of such a motion will not serve to stay any aspect of the arbitration or adjourn any pending deadlines.

(g)                 The following time limits are to apply to any arbitration arising out of or related to this Agreement: Discovery is to be completed within 45 days of the service of the arbitration demand, (b) the evidentiary hearing on the merits (“Hearing”) is to commence within 60 days of the service of the arbitration demand. At the Hearing, each side is to be allotted 1 day for presentation of direct evidence and for cross examination. The award shall be rendered within 45 days of the close of the Hearing or within 45 days of service of post-hearing briefs if the Arbitrator directs the service of such briefs. Failure to meet any of the foregoing deadlines will not render the award invalid, unenforceable or subject to being vacated. The Arbitrator, however, may impose appropriate sanctions and draw appropriate adverse inferences against the party primarily responsible for the failure to meet any such deadlines.

(h)               The Arbitrator must agree to abide by this Section 5.12 before accepting appointment.

(i)                 Each party acknowledges and agrees that any controversy which may arise under this Agreement is likely to involve complicated and difficult issues and, therefore, EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF THIS AGREEMENT, THE NEGOTIATION OR ENFORCEMENT HEREOF OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.

(j)                    The parties hereto agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof and that the parties hereto shall be entitled, in addition to any other remedies available at law or in equity or otherwise, to seek specific performance of the terms hereof.

7.7              Notices.  All notices and other communications hereunder will be in writing and will be deemed given when delivered personally or by an internationally recognized courier service, such as DHL, to the parties at the following addresses (or at such other address for a party as may be specified by like notice):

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7.8                                No Third Party Beneficiaries.  Except with respect to the Indemnified Parties, this Agreement is solely for the benefit of the parties, and no other Person will be entitled to rely on this Agreement or to anticipate the benefits of this Agreement as a third party beneficiary hereof.

7.9                                Further Assurances. Each Party covenants and agrees that, without any additional consideration, it shall execute and deliver any further legal instruments and perform any acts that are or may become necessary to effectuate this Agreement.

7.10                         Assignment.  No party may assign, delegate or otherwise transfer this Agreement or any rights or obligations under this Agreement in whole or in part (whether by operation of law or otherwise), without the prior written content of the other parties.  Subject to the foregoing, this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and permitted assigns.  Any assignment in violation of this Section 7.10 will be null and void.

7.11           No Waiver.  No failure or delay in the exercise or assertion of any right hereunder will impair such right or be construed to be a waiver of, or acquiescence in, or create an estoppel with respect to any breach of any representation, warranty or covenant herein, nor will any single or partial exercise of any such right preclude other or further exercise thereof or of any other right.  All rights and remedies under this Agreement are cumulative to, and not exclusive of, any rights or remedies otherwise available.

7.12           Severability.  Any term or provision hereof that is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable in any situation in any jurisdiction will not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the invalid, void or unenforceable term or provision in any other situation or in any other jurisdiction.  If the final judgment of a court of competent jurisdiction or other authority declares any term or provision hereof invalid, void or unenforceable, the court or other authority making such determination will have the power to and will, subject to the discretion of such body, reduce the scope, duration, area or applicability of the term or provision, to delete specific words or phrases, or to replace any invalid, void or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision.

7.13           Entire Agreement.  This Agreement contains the entire agreement of the parties and supersedes all prior and contemporaneous agreements, negotiations, arrangements, representations and understandings, written, oral or otherwise, between the parties with respect to the subject matter hereof.

7.14           Counterparts.  This Agreement may be executed in one or more counterparts (whether delivered by electronic copy or otherwise), each of which will be considered one and the same agreement and will become effective when counterparts have been signed by each of the parties and delivered to the other party.  Each party need not sign the same counterpart.

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7.15           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.

7.16        Non-Recourse. No past, present or future director, officer, employee, incorporator, member, partner, shareholder, Affiliate, agent, attorney or representative of either Party or their Affiliates shall have any liability for any obligations or liabilities of GECM or MAST, respectively, under this Agreement or for any claims based on, in respect of, or by reason of, the transactions contemplated by this Agreement.

7.17        Definitions.  Unless the context otherwise requires, the following terms have the following respective meanings:

(a)             “Affiliate” is defined in Rule 12b-2 of the Securities Exchange Act of 1934.

(b)             “Force Majeure” means, with respect to a Party, any event or circumstance, regardless of whether it was foreseeable, that was not caused by that Party and that prevents such Party from complying with any of its obligations under this agreement, on condition that such Party that uses reasonable efforts to do so.

(c)              “Governmental Entity” means any supranational, national, foreign, federal, state or local government or subdivision thereof, or governmental, judicial, legislative, executive, administrative, arbitral or regulatory authority, agency, commission, tribunal or body.

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(d)             “Law” means any federal, state, local or foreign law (including common law), statute, ordinance, regulation, judgment, order, decree, injunction, arbitration award, franchise, license, agency requirement or permit of any Governmental Entity.

(e)              “Parties” means MAST and GECM.  For purposes of cost allocations, references to a Party shall include such Party and its affiliates to whom it is providing services and investment vehicles managed by or advised by such Party.

(f)              “Representatives” means the directors, officers, employees, managers, members, partners, agents, potential financing sources or advisors (including attorneys, accountants, investment bankers and consultants) of a Party.

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The parties have caused this Agreement to be duly executed and delivered as of the date first written above.

Exhibit 10.6

PROFIT SHARING AGREEMENT

PROFIT SHARING AGREEMENT (this “Agreement”), dated as of November 3, 2016 (the “Effective Date”), by and between Great Elm Capital Management, Inc., a Delaware corporation (“GECM”), and GECC GP Corp., a Delaware corporation (“GP Corp”).  Certain capitalized terms are defined in Section 6.14.

RECITALS

GP Corp. entered into an Asset Purchase Agreement, dated as of November 3, 2016 (the “Asset Purchase Agreement”), with MAST Capital Management, LLC.  GP Corp. is prepared to transfer the assets and assign the liabilities assumed under the Asset Purchase Agreement to GECM as consideration for GECM entering into this Agreement.

GECM and Great Elm Capital Corp., a Maryland corporation (“GECC”), entered into an investment management agreement, dated as of September 27, 2016 (as amended, supplemented or replaced from time to time, the “Investment Management Agreement”).

GECM and GECC entered into an administrative services agreement, dated as of September 27, 2016 (as amended, supplemented or replaced from time to time, the “Administration Agreement”).

GP Corp’s business consists wholly of providing equity compensation tied to performance under the Investment Management Agreement to (a) employees of GECM and (b) the former investment manager of investments contributed in the initial capitalization of GECC.  GP Corp shall have no right to manage any investments nor be a third party beneficiary under the Investment Management Agreement or the Administration Agreement.

AGREEMENT

In consideration of the foregoing, and the mutual promises in this Agreement, the parties, intending to be legally bound, agree as follows:

1.               ASSET TRANSFER.  GP Corp is delivering an assignment and assumption agreement to GECM concurrent with execution and delivery of this Agreement in the form of Annex 1 (the “Assignment and Assumption Agreement”).

1.1             Assigned Assets. On the terms and conditions of this Agreement, GP Corp hereby conveys to GECM, and GECM hereby purchases from GP Corp, all right, title and interest in the following acquired assets acquired by GP Corp from MAST pursuant to the Asset Purchase Agreement, in each case, free and clear of any Encumbrances: (a) the contracts assigned by MAST to GP Corp and all prepayments related thereto; (b) the leases assigned by MAST to GP Corp and any deposits related thereto; (c) the leasehold interest acquired by GP Corp from MAST (the “Transferred Premises”); (d) all fixtures and supplies acquired by GP Corp from MAST and all warranties and guarantees, if any, express or implied, with respect to thereto; (e) the business records which relate to the assets assigned to GECM by GP Corp under this Agreement and the liabilities assumed by GECM from GP Corp under this Agreement to the extent the purchase and sale thereof is permitted by Law and, with respect to any portion of such Business Records (as defined in the Asset Purchase Agreement) which are required by law to be retained by MAST, the right to access and copy such portions; (f) all rights to the claims, causes of action, rights of recovery, and rights of set-off, made or asserted against any Person on or after the Effective Date relating to the assets acquired under this Agreement, whether arising out of actions or conditions

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occurring prior to, on, or after the Effective Date, including all rights to sue for or assert claims against and seek remedies and to retain any and all damages, settlement amounts and other amounts therefrom; (g) all software assigned by MAST to GP Corp; and (h) all guarantees, warranties, indemnities and similar rights in favor of MAST or its affiliates related to any of the foregoing (collectively, the “Purchased Assets”).  In no event shall GECM acquire any ownership in any Excluded Asset (as defined in the Asset Purchase Agreement).

1.2             Assumed Liabilities. Subject to the terms and conditions set forth herein, GECM hereby assumes and agrees to pay, perform and discharge the Assumed Liabilities (as defined in the Asset Purchase Agreement) arising after the Effective Date under the Purchased Assets.  Other than the foregoing liabilities and obligations, GECM shall not assume any liabilities or obligations of GP Corp or its predecessor in interest of any kind, whether known or unknown, contingent, matured or otherwise, whether currently existing or hereinafter created.  The parties acknowledge and agree, for the avoidance of doubt, that the Team (as defined in the Asset Purchase Agreement) will be considered to be employees of both MAST and GECM but that, GECM shall be responsible for liability or obligation relating to or arising out of the employment or the termination of employment by MAST or its affiliates of any current employee or consultant or former employee or consultant of MAST or its affiliates (including members of the Team), including any and all liabilities or obligations relating to wages, remuneration, compensation, carried interest, management or incentive fee participation, profit sharing, unreimbursed expenses, benefits, severance, pensions, sabbatical, vacation, personal days, floating holidays or other paid-time-off, working time related benefits, time savings accounts, end of career indemnities, social security and related costs relating to or arising out of such employment (or the termination of employment occurring after the date of this Agreement) of any member of the Team.

1.3             Representations and Warranties. GP Corp represents and warrants to GECM as follows:

(a)              GP Corp is a corporation duly incorporated, validly existing and in good standing under the laws of the state of Delaware.

(b)             GP Corp has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions that are required to be consummated by it hereunder.  The execution and delivery by GP Corp of this Agreement, the performance of GP Corp’s obligations hereunder and thereunder and the consummation by GP Corp of the transactions that are required to be consummated by it hereunder have been duly authorized by its board of directors (or equivalent body), and no other corporate action on the part of GP Corp is necessary to authorize the execution and delivery by GP Corp of this Agreement, the Assignment and Assumption Agreement and the consummation by it of the transactions required to be consummated by it hereunder.  Each of this Agreement and the Assignment and Assumption Agreement has been duly executed and delivered by GP Corp and, assuming due and valid authorization, execution and delivery hereof or thereof by each other party hereto or thereto, is a valid and binding obligation of GP Corp, enforceable against GP Corp in accordance with its terms, except that (a) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar Laws, now or hereafter in effect, affecting creditors’ rights and remedies generally and (b) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

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(c)               The execution and delivery of this Agreement and the documents to be delivered hereunder by GP Corp does not, and the performance by GP Corp of its obligations under this Agreement and the consummation by GP Corp of the transactions required to be consummated by it hereunder will not: (i) violate any provision of the organizational documents, as amended, of GP Corp; (ii) other than with respect to any Non-Assignable Purchased Asset (as defined in the Asset Purchase Agreement), require any consent by any Person under, conflict with or result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under any Contract (as defined in the Asset Purchase Agreement) to which GP Corp is a party or by which it or any of its properties or assets is bound or result in the creation of any Encumbrance in or upon any of the properties, rights or assets of GP Corp; (iii) violate any Law applicable to GP Corp or any of its properties or assets; or (iv) require GP Corp to make any filing or registration with, or provide any notification to, or require GP Corp to obtain any authorization, consent or approval of, waiver by (“Consents”) any Governmental Body, except in the case of clauses (ii), (iii) and (iv), for such violations, breaches or defaults that, or such filings, registrations, notifications, authorizations, consents or approvals the failure of which to make or obtain, would not have a Material Adverse Effect.

(d)              GP Corp. owns and has good title to the Purchased Assets, free and clear of Encumbrances (other than any Encumbrances created hereunder or under the Asset Purchase Agreement).

(e)              GP Corp is in compliance with all applicable laws applicable to ownership and use of the Purchased Assets.

(f)               There is no claim, action, suit, proceeding or governmental investigation (“Action”) of any nature pending or, to GP Corp’s knowledge, threatened against or by GP Corp (a) in respect of the Purchased Assets or the Assumed Liabilities; or (b) that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement.  To GP Corp’s knowledge, no event has occurred or circumstances exist that may give rise to, or serve as a basis for, any such Action.

(g)              No investment banker, broker, finder, financial advisor or intermediary is entitled to any investment banking, brokerage, finder’s or similar fee or commission in connection with this Agreement or the transactions hereunder based upon arrangements made by or on behalf of GP Corp.

(h)              There is no breach (or circumstance that with notice or lapse of time would constitute a breach) under or right of a third party to terminate any lease or contract conveyed by GP Corp to GECM per Section 1.11.

2.               PAYMENT AND AUDIT PROVISIONS

2.1             Revenue Share. GECM shall pay to GP Corp all GECC Net Profit received by it or any affiliate of GECM under the Investment Management Agreement.  GECM will pay to GP Corp all accrued and unpaid GECC Net Profit on or before the thirtieth day after the end of each calendar quarter during the term of this Agreement and thereafter, subject to Section 2.3(a), shall pay to GP Corp any accrued and unpaid GECC Net Profit as of the date of termination of this Agreement in accordance with Article 5 on or before the forty fifth day after such date.

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2.2             Revenue Share Reporting.

(a)                GECM will electronically provide to GP Corp, within thirty days following the end of each calendar quarter during the term of this Agreement and within thirty days following the termination of this Agreement in accordance with Article 5, a complete and accurate revenue share report (in a mutually acceptable form, which may be updated from time to time by agreement of the parties hereto) calculating GECC Net Profit during the most recently ended calendar quarter (or partial calendar quarter with respect to the first and last calendar quarters for which such report is delivered in accordance herewith).

(b)                GECM will electronically provide to GP Corp, within ninety days following the end of each calendar year during the term of this Agreement and within ninety days following the termination of this Agreement in accordance with Article 5, a complete and accurate revenue share report (in a mutually acceptable form, which may be updated from time to time) calculating GECC Net Profit during the most recently ended calendar year (or partial calendar year with respect to the first and last calendar years for which such report is delivered in accordance herewith).

(c)                Quarterly and Annual profit share reports will be delivered by GECM to GP Corp even if no profit share is due and payable pursuant to Section 1.1 with respect to any applicable period within the term of this Agreement.

2.3             Payment Provisions.

(a)              Without limiting (and notwithstanding) GP Corp’s other rights and remedies, any amounts that are not paid when due hereunder will bear interest at a rate equal to the lesser of (i) sum of (A) the average of interbank offered rates for one year U.S. dollar-denominated deposits in the London market (LIBOR), as published in The Wall Street Journal (or if such rate is not published, as published in another financial source) on the date the amount payable was due (or the next business day after the date the amount payable was due if such date falls on a holiday or weekend) plus (B) five percent or (ii) the maximum rate allowed under applicable law, calculated from the original date such amount is due and payable under Section 1.1 until such amount is received in full in cash by GP Corp.  All payments will be made by wire transfer of United States dollars to the account most recently specified in writing by GP Corp to GECM.  If at the time of termination of this Agreement in accordance with Article 5, there are amount accrued or accruable under the Investment Management Agreement that have not been paid to GECM in accordance with the terms of the Investment Management Agreement as of the time of such termination, GP Corp’s right to receive payment of such amounts will survive any such termination and GECM will pay such amounts to GP Corp as promptly as practicable but in any event within 10 Business Days after GECM’s receipt thereof.

(b)               The GP will bear all taxes imposed on it with respect to any payments received by it hereunder.  To the extent required by applicable law, GECM will (i) withhold the amount of taxes required to be withheld by applicable taxing authorities, (ii) promptly make payment of the withheld amount to such taxing authorities and (iii) promptly transmit to GP Corp official tax receipts or other evidence issued or issuable by such taxing authorities sufficient to allow GP Corp support a claim for tax credit in respect of such withheld taxes so paid by GECM.  GECM will take any reasonable actions requested by GP Corp to reduce or avoid such taxes.  If GECM receives any refund, credit or other tax benefit related to amounts withheld hereunder, GECM will promptly pass through the value of such refund, credit or benefit to GP Corp.

(c)               Payments of amounts due hereunder to any person, firm or entity (other than GP Corp), including any escrow fund or escrow agent, unless agreed in advance in writing by GP Corp or ordered by a court of competent jurisdiction, will constitute a material breach of this Agreement.

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(d)               Any payment once made by GECM to GP Corp will not be refunded or refundable to GECM, except as expressly provided in Section 2.4.  Notwithstanding the foregoing, in the case of any clerical error with respect to a payment made by GECM hereunder, the parties will remedy such clerical error through timely proper payment adjustments.

2.4             Financial Audit.

(a)               GECM will: (i) create and maintain complete and accurate books and records that (A) are sufficient to determine the amounts payable to GP Corp under this Agreement and (B) are in a form complying with GAAP (“Books and Records”); and (ii) ensure that sufficient electronic or other appropriate backup systems are in place to prevent destruction or loss of any Books and Records.  Books and Records are not limited to those relating to the Investment Management Agreement, but rather cover all transactions including those related to businesses not subject to profit sharing hereunder.

(b)               Upon no less than thirty days’ prior written notice, GP Corp has the right to examine and audit, through a nationally recognized registered public accounting firm designated by GP Corp (the “Auditor”), all Books and Records of GECM.  The Auditor will be bound by confidentially requirements no less protective than those contained in Article 4 and under the rules of professional conduct applicable to such firm.  The Auditor will not be required to sign a separate non-disclosure agreement to perform any audit hereunder.  GECM will (i) make all Books and Records available to the Auditor to examine at the normal location where GECM maintains the Books and Records, (ii) provide copies thereof to be retained by the Auditor in its records and (iii) provide the Books and Records in electronic native format to be retained by the Auditor in its records.  GECM will obtain and maintain accounting, information, communication and operating systems and capabilities that will allow the Books and Records to be exported in their native form, Excel™ or other reasonably requested format to assist the Auditor, and will export such Books and Records pursuant to clause (iii).  The Auditor will be given access to office locations and knowledgeable personnel of GECM for interviews.  GECM will completely and accurately prepare all workpapers reasonably requested by the Auditor, including support for the calculation of amounts payable under this Agreement.  If any Books and Records are not provided by GECM as required hereunder, the Auditor will have the right to make an estimate of the amounts payable hereunder and such estimates will be final and binding on the parties.  Audits will not be performed more frequently than once per calendar year, but if any audit hereunder reveals an underpayment, the next audit may be conducted within the same calendar year.  GECM will take reasonable actions to enable the audit to be commenced and completed swiftly and efficiently.

(c)               After an audit is complete, the Auditor will provide to GP Corp and GECM an audit report, including schedules summarizing the Auditor’s findings.  The parties and the Auditor will hold a joint meeting at GECM’s headquarters in which the Auditor explains the findings and data sources utilized to create such schedules that support the audit findings.  Subject to Section 2.4(d), the results of the audit report and schedules of findings will be final, and GECM will pay GP Corp within fifteen days after receipt of the audit report any amounts that the Auditor determined to be owed and unpaid by GECM, together with interest thereon at the rate set forth in Section 2.3(a).  None of the time periods in Sections 1.1(d) and 2.4(d) depend on the foregoing joint meeting occurring.

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(d)               If GECM reasonably believes that such audit report or any such schedule of findings was materially flawed, GECM will within ten days after receipt of the audit report provide written notice to GP Corp and the Auditor of such belief.  If GP Corp does not receive such notice within such ten-day period, the results of the audit report and schedules of findings will be final and binding on the parties hereto, and GECM will pay GP Corp any amounts that the Auditor determines are due and owing by GECM to GP Corp in accordance with Section 2.4(c).  Upon receipt of such notice by GP Corp, GECM will have twenty days to provide the Auditor and GP Corp with a detailed explanation of why it reasonably believes the audit report and/or schedules of findings were materially flawed and supporting documentation and information that it relies upon to support that conclusion.  If the Auditor and GP Corp do not receive such detailed explanation within such twenty-day period, the results of the audit report and schedules of findings will be final and binding on the parties hereto, and GECM will pay GP Corp any amounts that the Auditor determined to be due and owing by GECM to GP Corp, together with interest thereon at the rate set forth in Section 2.3 no later than two Business Days following the expiry of such twenty day period.  The Auditor will take GECM’s detailed explanation and any such supporting documentation and information into account, as well as any objection by GP Corp to such explanation or information or documentation, in determining whether to revise its findings; provided that any determination by the Auditor to revise its findings will be made in the Auditor’s sole discretion.  After the Auditor’s review is complete, the Auditor will provide to the GP Corp and GECM its determination regarding whether to revise its findings, together with a revised audit report, if applicable.  The determination by the Auditor regarding its findings, and the adjustment thereto by the Auditor, if any, will be final and binding on the parties hereto, and (i) within fifteen days after receipt of such determination and any accompanying audit report, GECM will pay GP Corp any amounts that the Auditor determines to be due and owing by GECM to GP Corp hereunder together with interest thereon at the rate set forth in Section 2.3 or, alternatively, (ii) GECM will be given a credit for any amounts of GECC Net Profit that the Auditor determines to have been overpaid by GECM hereunder, in which case such credit will be applied against subsequent payments of GECC Net Profit until it is fully used and, if a credit balance remains after any and all payments of GECC Net Profit required under Section 1.1 have been made, GP Corp will promptly refund the amount of any such unapplied credit amount to GECM.

(e)               The costs and expenses of the Auditor will be borne by GP Corp; provided , however , that if the final and binding determination of the Auditor determines that, as a result of the audit, there are amounts due and owing by GECM to GP Corp hereunder for any reporting period, such costs and expenses will be borne equally by GP Corp and GECM; provided , further, that if the Auditor determines that either (i) the unpaid amounts for any reporting period exceed five percent of the GECC Net Profit due and payable by GECM to GP Corp hereunder for such reporting period or (ii) GECM fails to comply in any material respects with this Section 2.4, then GECM will pay all of the costs and expenses of such audit.  GECM will pay, within fifteen days after the audit report becomes final, (A) audit costs to the extent it is obligated to pay under the preceding sentence and (B) interest at the rate described in Section 2.3 on the amount determined by the Auditor to have been underpaid.

3.               PROTECTION OF RIGHTS.

3.1             Protection of Rights. GECM will take all actions required to maintain the value of the Investment Management Agreement, including the value of the GECC Net Profit, and GP Corp’s rights to the same hereunder.  GECM will refrain from taking any actions which could adversely affect the value of the Investment Management Agreement, the value of the GECC Net Profit, or any of GP Corp’s rights or remedies under this Agreement.  GECM will, among other things, not assign, pledge, grant a security interest in or otherwise encumber the Investment Management Agreement or any of its rights or benefits thereunder.  GECM will not subordinate, by contract or otherwise, any of its rights or benefits under the Investment Management Agreement or any of GP Corp’s rights or benefits hereunder.  GECM will incur no liabilities or obligations that are senior in priority to or pari-passu with GP Corp’s rights and benefits hereunder. The parties acknowledge and agree that GP will not have standing as a third party beneficiary under the Investment Management Agreement nor any right to object to any modification, amendment or waiver of or under the Investment Management Agreement.

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3.2             Security Agreement. As collateral security for the payment and performance in full of all of GECM’s obligations from time to time arising hereunder, GECM hereby pledges, assigns and grants to GP Corp a first priority perfected lien on and security interest in and to all right, title and interest of GECM in, to and under the Investment Management Agreement , together with all claims, rights, privileges, authority and powers of GECM relating to the Investment Management Agreement, together with all proceeds and products of each of the foregoing (collectively, the “Pledged Collateral”).  For the avoidance of doubt, GECM hereby acknowledges and agrees that this Agreement shall serve as a security agreement for purposes of the Uniform Commercial Code enacted and in effect in the State of Delaware and all proceeds therefrom.  GECM hereby authorizes GP Corp to file and maintain for the benefit of GP Corp a financing statement in each required jurisdiction evidencing GP Corp’s security interest in the Pledged Collateral.

3.3              Limited Rights.  GP Corp’s rights under the Investment Management Agreement are limited to the right of a creditor.  The GP has no liabilities or obligations under the Investment Management Agreement and no rights other than those of a creditor (i.e. an indirect right to payment).  Even after a default hereunder, GP Corp shall have no right to perform any of GECM’s obligations under the Investment Management Agreement.

4.               CONFIDENTIALITY.  Neither party will disclose any Confidential Information of the other party to third parties except as permitted herein.

4.1             Exclusions.  The obligations under this Article 4 will not apply to any information that: (a) was publicly known prior to the time of disclosure by the disclosing party, (b) becomes publicly known after disclosure by the disclosing party to the receiving party through no act or omission of the receiving party in breach of this Agreement, (c) was already in the possession of the receiving party without confidentiality obligations at the time of disclosure under this Article 4 by the disclosing party, (d) is obtained by the receiving party without confidentiality obligations from a third party, (e) is expressly permitted to be disclosed hereunder or (f) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information.

4.2             Maintenance of Confidentiality.  Each party will take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information of the other party.  Without limiting the foregoing, each party, as a receiving party, will take at least those measures that it takes to protect its own confidential information of a similar nature and will require that the employees, directors, stockholders, contractors, legal advisors, accountants and financial advisors of the receiving party (and the receiving party’s Affiliates) who have access to confidential information of the other party have been bound to a non-use and non-disclosure obligation at least as protective of the other party’s Confidential Information as the provisions of this Article 4, before any disclosure of the other party’s Confidential Information to such directors, officers, employees, contractors, legal advisors, accountants and financial advisors.  The receiving party will be responsible for the compliance of such directors, officers, employees, contractors, legal advisors, accountants and financial advisors with this Article 4.

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4.3             Permitted Disclosure.

(a)              Each party may disclose Confidential Information of the other party, the terms and conditions of this Agreement and payments hereunder (i) as required by discovery requests in pending litigation, (ii) to any court or governmental body or governmental agency compelling such disclosure or as may otherwise be required by law, order, rule or regulation or in connection with an investigation by a governmental agency, (iii) in filings under applicable securities laws or regulations or per the rules of any securities exchange or similar organization, (iv) to their and their Affiliates’ respective employees, stockholders, directors, contractors, legal advisors, accountants, Auditors and financial advisors, subject to reasonable non-use and non-disclosure requirements, and (v) to potential and actual acquirers, investors, underwriters and lenders, subject to reasonable non-use and non-disclosure requirements.

(b)               If either party is legally compelled or is otherwise required to disclose the terms and conditions of this Agreement as contemplated in clause (i) or (ii) of Section 4.3(b), such party will provide the other party with prompt written notice of such requirement prior to such disclosure (only to the extent prior notice is allowed under applicable laws, rules or regulations) so that the other party may seek a protective order or other appropriate relief.  Subject to the foregoing sentence and the disclosing party’s compliance with its obligations thereunder, such party may furnish the portion of the documents and information that it is legally compelled or it is otherwise legally required to disclose in connection therewith.

5.               DURATION AND TERMINATION OF THIS AGREEMENT.

5.1             Duration. The term of this Agreement shall be identical to the term of the Investment Management Agreement.  The term of this Agreement shall automatically, without any action of the parties, be extended to the same term as the Investment Management Agreement should the term of the Investment Management Agreement from time to time be extended, whether by an extension, replacement agreement or otherwise.

5.2             Termination of IMA. This Agreement shall automatically, without any further action of the parties hereto, be terminated if and when the Investment Management Agreement is validly terminated in accordance with its terms.  GECM will not exercise any right it may, now or hereafter, have to terminate the Investment Management Agreement without the written consent of GP Corp.

5.3             No Assignment of IMA . GECM shall use its best efforts to prevent any assignment of the Investment Management Agreement by operation of law (including any “assignment” under and as defined in the Investment Company Act of 1940, as amended) or otherwise.

5.4             Mutual Agreement. This Agreement may be terminated by mutual agreement of the parties in an instrument duly authorized, executed and delivered by such party.

5.5             Effect of Termination.   All rights to payment hereunder shall survive any termination of this Agreement.  Additionally, the right to a final audit under Section 2.4, and Articles 4, 5 and 6 shall survive the termination of this Agreement.

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6.               GENERAL

6.1              Amendment of this Agreement. No provisions of this Agreement may be changed, amended, modified, waived, discharged or terminated orally, except by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought. Changes, amendments, modifications, waivers, restatements, amendments to this Agreement and the discharge of specific obligations hereunder shall not be deemed a termination of this Agreement.

6.2              Due Authorization; Enforceability; No Conflict.   Each party represents and warrants to the other party that: (a) the execution and delivery of this Agreement by such party and the performance by such party of its obligations hereunder have been duly authorized by all necessary corporate actions on the part of such party, (b) this Agreement has been duly executed and delivered by such party and constitutes the legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms except to the extent limited by general principles of equity and bankruptcy, insolvency or similar laws and general equitable principles affecting the rights of creditors generally and (c) the execution and delivery of this Agreement by such party and the performance by such party of its obligations hereunder (i) do not conflict with such party’s organizational or governing documents and (ii) do not conflict with, result in a breach or violation of, or constitute a default under any law, regulations, rule or any order of any governmental authority applicable to such party or any material contract to which such party or such party’s assets or property is bound.

6.3             Independent Contractors.   The parties are independent contractors.  No trust, joint venture or relationship (other than contractual) is formed hereby. Except as expressly provided or authorized herein, neither party shall have authority to act for or represent the other party in any way or otherwise be deemed an agent of the Company.

6.4             Choice of Law.   This Agreement and the transactions contemplated hereby will be governed by (i) the laws of the State of Delaware that are applicable to contracts made in and performed solely in Delaware and (ii) the applicable provisions of the Investment Company Act. In such case, to the extent the applicable laws of the State of Delaware, or any of the provisions herein, conflict with the provisions of the Investment Company Act, the latter shall control.

6.5             Enforcement.

(a)              Any dispute under this Agreement or any Ancillary Agreement shall be exclusively resolved through binding arbitration in Boston in accordance with conducted in accordance with the expedited procedures set forth in the JAMS Comprehensive Arbitration Rules and Procedures as then in effect (including rules 16.1 and 16.2 or their successors), as modified herein.  Each party shall nominate within ten days of filing of the notice of arbitration a JAMS arbitrator and such JAMS arbitrators shall select within seven days a third JAMS Arbitrator who shall be the sole Arbitrator to resolve such dispute (the “Arbitrator”). The failure of a party to appoint an arbitrator within the time prescribed shall be deemed equivalent to appointing the arbitrator appointed by the other party as the Arbitrator.

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(b)              Within ten days following the selection of the Arbitrator, each party shall submit to the Arbitrator such party’s proposed order resolving all matters (including cross claims) that are or could be included in the arbitration (a “Settlement Proposal”).  The sole finding by the Arbitrator shall be to select which of the Settlement Proposals most closely approximates the Arbitrator’s own determination of the proper resolution in total of all matters (including cross claims). The Arbitrator shall have no right to propose a middle ground or any modification of either of the two Audit Settlement Proposals. The Settlement Proposal chosen by the Arbitrator as that mostly closely approximating the Arbitrator’s own determination of the proper audit dispute settlement amount shall constitute the decision of the Arbitrator and shall be final and binding upon the parties. The Arbitrator shall not be required to provide a reasoned opinion for his or her adoption of such party’s opinion, but the Arbitrator’s determination shall be based on which party’s position in the aggregate most closely approaches the correct interpretation of this Agreement, the law and the facts.

(c)              Any award issued by the Arbitrator may be reduced to a judgment and entered in a court of competent jurisdiction.  The party whose settlement proposal is selected by the Arbitrator shall be entitled to reimbursement of all costs, attorneys’ fees and other expenses associated with resolution of the dispute.

(d)              The arbitration shall be governed by the Rules of Civil Procedure and the Rules of Evidence as applicable in the Court of Chancery of the State of Delaware when such court is hearing matters solely involving Delaware law.  Where such rules confer on the court discretion in granting waivers or extending time for performance, the Arbitrator may not grant such waiver or make such extension without the consent of all parties to the arbitration.  Where such rules confer on the court discretion in granting waivers or extending time for performance, the Arbitrator may not grant such waiver or make such extension without the consent of all parties to the arbitration.  Except as required by law, neither any Party nor the Arbitrator may disclose the existence, content or results of the arbitration.

(e)            In any arbitration arising out of or related to this Agreement, requests for documents: (i) shall be limited to documents which are directly relevant to significant issues in the case or to the case’s outcome; (ii) shall be restricted in terms of time frame, subject matter and persons or entities to which the requests pertain; and (iii) shall not include broad phraseology such as “all documents directly or indirectly related to.

(f)               In any arbitration arising out of or related to this Agreement (i) there shall be production of electronic documents only from sources used in the ordinary course of business. Absent a showing of compelling need, no such documents are required to be produced from backup servers, tapes or other media, (ii) absent a showing of compelling need, the production of electronic documents shall normally be made on the basis of generally available technology in a searchable format which is usable by the party receiving the e-documents and convenient and economical for the producing party. Absent a showing of compelling need, the parties need not produce metadata, with the exception of header fields for email correspondence; (iii) the description of custodians from whom electronic documents may be collected shall be narrowly tailored to include only those individuals whose electronic documents may reasonably be expected to contain evidence that is material to the dispute; and (iv) where the costs and burdens of e-discovery are disproportionate to the nature of the dispute or to the amount in controversy, or to the relevance of the materials requested, the Arbitrator shall deny such requests. In any arbitration arising out of or related to this Agreement, there shall be no interrogatories or requests to admit. In any arbitration arising out of or related to this Agreement, each side may take two discovery depositions. Each side’s depositions are to consume no more than a total of fifteen hours. There are to be no speaking objections at the depositions, except to preserve privilege. The total period for the taking of depositions shall not exceed four weeks. Any party wishing to make a dispositive motion shall first submit a brief letter (not exceeding five pages) explaining why the

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motion has merit and why it would speed the proceeding and make it more cost-effective. The other side shall have a brief period within which to respond. Based on the letters, the Arbitrator will decide whether to proceed with more comprehensive briefing and argument on the proposed motion.  If the Arbitrator decides to go forward with the motion, he/she will place page limits on the briefs and set an accelerated schedule for the disposition of the motion. The pendency of such a motion will not serve to stay any aspect of the arbitration or adjourn any pending deadlines.

(g)           The following time limits are to apply to any arbitration arising out of or related to this Agreement: Discovery is to be completed within 45 days of the service of the arbitration demand, (b) the evidentiary hearing on the merits (“Hearing”) is to commence within 60 days of the service of the arbitration demand. At the Hearing, each side is to be allotted 1 day for presentation of direct evidence and for cross examination. The award shall be rendered within 45 days of the close of the Hearing or within 45 days of service of post-hearing briefs if the Arbitrator directs the service of such briefs. Failure to meet any of the foregoing deadlines will not render the award invalid, unenforceable or subject to being vacated. The Arbitrator, however, may impose appropriate sanctions and draw appropriate adverse inferences against the party primarily responsible for the failure to meet any such deadlines.

(h)           The Arbitrator must agree to abide by this Section 5.12 before accepting appointment.

(i)            Each party acknowledges and agrees that any controversy which may arise under this Agreement is likely to involve complicated and difficult issues and, therefore, EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF THIS AGREEMENT, THE NEGOTIATION OR ENFORCEMENT HEREOF OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.

(j)

(k)          The parties hereto agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof and that the parties hereto shall be entitled, in addition to any other remedies available at law or in equity or otherwise, to seek specific performance of the terms hereof.

6.6           Notices.   All notices and other communications hereunder will be in writing and will be deemed given when delivered personally or by an internationally recognized courier service, such as DHL, to the parties at the following addresses (or at such other address for a party as may be specified by like notice in writing):

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6.7                                No Third Party Beneficiaries.   This Agreement is solely for the benefit of the parties, and no other person will be entitled to rely on this Agreement or to anticipate the benefits of this Agreement as a third party beneficiary hereof.

6.8                                Assignment.   No party may assign, delegate or otherwise transfer this Agreement or any rights or obligations under this Agreement in whole or in part (whether by operation of law or otherwise), without the prior written content of the other parties.  Subject to the foregoing, this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and permitted assigns.  Any assignment in violation of this Section 6.8 will be null and void.

6.9                                No Waiver.   No failure or delay in the exercise or assertion of any right hereunder will impair such right or be construed to be a waiver of, or acquiescence in, or create an estoppel with respect to any breach of any representation, warranty or covenant herein, nor will any single or partial exercise of any such right preclude other or further exercise thereof or of any other right.  All rights and remedies under this Agreement are cumulative to, and not exclusive of, any rights or remedies otherwise available.

6.10                         Severability.   Any term or provision hereof that is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable in any situation in any jurisdiction will not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the invalid, void or unenforceable term or provision in any other situation or in any other jurisdiction.  If the final judgment of a court of competent jurisdiction or other authority declares any term or provision hereof invalid, void or unenforceable, the court or other authority making such determination will have the power to and will, subject to the discretion of such body, reduce the scope, duration, area or applicability of the term or provision, to delete specific words or phrases, or to replace any invalid, void or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision.

6.11                         Entire Agreement.   This Agreement contains the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations, arrangements, representations and understandings, written, oral or otherwise, between the parties with respect to the subject matter hereof.

6.12                         Counterparts.   This Agreement may be executed in one or more counterparts (whether delivered by electronic copy or otherwise), each of which will be considered one and the same agreement and will become effective when counterparts have been signed by each of the parties and delivered to the other party.  Each party need not sign the same counterpart.

6.13                         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

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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

6.14                         Definitions.  Unless the context otherwise requires, the following terms shall have the following meanings:

(a)           “Affiliate” of any Person means any Person that controls, is controlled by, or is under common control with such Person.  As used herein, “control” (including the terms “controlling”, “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities or other interests, by contract or otherwise

(b)           “Assumed Liabilities” means, collectively, the liabilities and obligations arising after the Effective Date under the leases and contracts assigned by GP Corp to GECM pursuant to Section 1.1, whether or not any such liability or obligation has a value for accounting purposes or is carried or reflected on or specifically referred to in GP Corp’s Books and Records or financial statements, including employment-related liabilities which are accrued or otherwise relate to periods occurring after the Effective Date or that relate on a prorated basis to a period occurring after the Effective Date.

(c)           “Books and Records” means all books, records, ledgers, tangible data, disks, tapes, other media-storing data and files or other similar information whether in hardcopy or computer format and whether stored in network facilities or otherwise, in each case relating to the operation or conduct of GECM’s business, including billing records, insurance claim forms, liability insurance records, disposal records (including certificates of destruction), general ledgers, securities blotters, gross asset value and net asset value calculations, revenue analysis reports, services agreements, marketing materials, financial statements, income Tax returns, sales Tax returns and vendor contracts.

(d)           “Confidential Information” means all information, data, documents, agreements, files and other materials, whether disclosed orally or disclosed or stored in written, electronic or other form or media, which is obtained from or disclosed by the disclosing party before or after the Effective Date regarding the subject matter of this Agreement, including, all analyses, compilations, reports, forecasts, studies, samples and other documents prepared by or for the receiving party which contain or otherwise reflect or are generated from such information, data, documents, agreements, files or other materials.

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(e)           “Encumbrance” means any lien, encumbrance, claim, charge, security interest, mortgage, pledge, easement, encroachment, building or use restriction, capital lease, conditional sale or other title retention agreement, covenant or other similar restriction, adverse claims of ownership or use, or other similar restriction or third party right (other than the Non-Exclusive Right granted to MAST under and as defined in the Asset Purchase Agreement).

(f)           “GAAP” means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession.

(g)           “GECC Costs” means all costs incurred by GECM allocable to the services provided under the Investment Management Agreement.  GECC Costs shall be determined (i) after giving effect to any right of reimbursement or billing under the Administration Agreement and other cost sharing arrangements under which GECM is entitled to recovery and (ii) on a non-discriminatory basis with GECM’s internal cost accounting for other investment products and activities.  GECC Costs shall include direct costs, payments to third parties, including employees of GECM, that are measured by revenue under the Investment Management Agreement, indirect costs reasonably allocated on a non-discriminatory basis to the services provided under the Investment Management Agreement and allocated costs reasonably allocated on a non-discriminatory basis to the services provided under the Investment Management Agreement.  GECC Costs shall not include corporate overhead but shall include the cost of equity-based compensation.

(h)           “GECC Net Profit” means with respect to any period of determination (i) all amounts received in cash by GECM under the Investment Management Agreement, minus (ii) all GECC Costs.  For the avoidance of doubt, amounts in clause (i) are determined on a cash basis and amounts in clause (ii) are determined on an accrual basis (subject to the contractual inclusions and exclusions in the definition of GECC Costs).

(i)            “Material Adverse Effect” means, with respect to any Person, any event, occurrence, fact, condition or change that is materially adverse to (i) the business, results of operations, financial condition or assets of the business of such person, taken as a whole, or (ii) the ability of such person to consummate the Transactions; provided that “Material Adverse Effect” shall not include any event, occurrence, fact, condition or change, directly or indirectly, arising out of or attributable to: (A) general economic or political conditions; (B) conditions generally affecting the industries in which the business of such person operates; (C) any changes in financial, banking or securities markets in general, including any disruption thereof and any decline in the price of any security or any market index or any change in prevailing interest rates; (D) acts of war (whether or not declared), armed hostilities or terrorism, or the escalation or worsening thereof; (E) any action required or permitted by this Agreement or any action taken (or omitted to be taken) with the consent of or at the request of the other party to the this Agreement; (F) any changes in applicable Laws or accounting rules or the enforcement, implementation or interpretation thereof; (G) the announcement, pendency or completion of the transactions contemplated by Article 1, including losses or threatened losses of employees, customers, suppliers, distributors or others having relationships with the such Person and its business; or (H) any natural or man-made disaster or acts of God.

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The parties have caused this Agreement to be duly executed and delivered as of the date first written above.

ASSIGNMENT AND ASSUMPTION AGREEMENT

ASSIGNMENT AND ASSUMPTION AGREEMENT (the “Agreement”), effective as of November 3, 2016 (the “Effective Date”), is by and between GECC GP Corp., a Delaware corporation (“Seller”), and Great Elm Capital Management, Inc., a Delaware corporation (“Buyer”).

WHEREAS, Seller and Buyer have entered into a Profit Sharing Agreement , dated as of November 3, 2016 (the “Profit Sharing Agreement”) pursuant to which, among other things, Seller has agreed to assign all of its rights, title and interests in, and Buyer has agreed to assume all of Seller’s duties and obligations under the operating assets acquired by Seller from MAST Capital Management, LLC, a Delaware limited liability company (“MAST”), per the Asset Purchase Agreement, dated as of November 3, 2016 (the “Purchase Agreement”), by and between MAST and Seller.

NOW, THEREFORE, in consideration of the mutual covenants, terms and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1.                                       Definitions. All capitalized terms used in this Agreement but not otherwise defined herein are given the meanings set forth in the Profit Sharing Agreement and Purchase Agreement, as applicable.

2.                                       Assignment and Assumption. Seller hereby sells, assigns, grants, conveys and transfers to Buyer all of Seller’s right, title and interest in and to the Second Step Assets.  Buyer hereby accepts such assignment and assumes all of Seller’s duties and obligations under the Second Step Assets, including, without limitation, the Second Step Liabilities, and agrees to pay, perform and discharge, as and when due, all of the obligations of Seller under the Second Step Assets (including, without limitation, the Second Step Liabilities) accruing after the Effective Date.

3.                                       Terms of the Purchase Agreement. The terms of the Profit Sharing Agreement and the Purchase Agreement, including, but not limited to, the representations, warranties, covenants, agreements and indemnities relating to the assets conveyed under the Profit Sharing Agreement are incorporated herein by this reference.  The parties acknowledge and agree that the representations, warranties, covenants, agreements and indemnities contained in the Profit Sharing Agreement and the Purchase Agreement shall not be superseded hereby but shall remain in full force and effect to the full extent provided therein.  In the event of any conflict or inconsistency between the terms of the Profit Sharing Agreement and Purchase Agreement and the terms hereof, the terms of the Profit Sharing Agreement or Purchase Agreement, as applicable, shall govern.

4.                                       Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware applicable to contracts made in and solely to be performed in the State of Delaware.

5.                                       Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement.  A signed copy of this Agreement delivered by electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement to be effective as of the date first above written.

Exhibit 10.7

SENIOR SECURED NOTE

FOR VALUE RECEIVED, GECC GP Corp, a Delaware corporation (“Obligor”), hereby unconditionally promise to pay to the order of MAST Capital Management, LLC, a Delaware limited liability company (“MAST”), and each other holder from time to time party hereto (together with MAST, each, a “Holder” and collectively, the “Holders”), the aggregate principal amount of TEN MILLION EIGHT HUNDRED TWENTY FOUR THOUSAND DOLLARS AND NO/100s ($10,824,000.00), together with all accrued and unpaid interest, fees, expenses and costs at the rate and payable in the manner stated herein. Capitalized terms used herein without definition shall have the meanings given to such terms in this Senior Secured Note (as may be amended, restated, amended and restated, supplemented, or otherwise modified from time to time, this “Note”).

WHEREAS, Obligor and MAST entered into that certain Asset Purchase Agreement, dated as of the date hereof (as may be amended, restated, supplemented or otherwise modified in accordance with the terms hereof, the “Acquisition Agreement”), pursuant to which Obligor purchased the goodwill and certain other assets of MAST as further described therein (the “Purchased Assets”).

WHEREAS, pursuant to the Acquisition Agreement, Obligor is required to deliver to MAST a non-recourse note as consideration for the Purchased Assets in substantially the form hereof.

NOW, THEREFORE, subject to the conditions set forth in this Agreement, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows

1.                                       Definitions.   All capitalized terms used herein without definition shall have the meanings set forth below:

“Affiliate” means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

“Collateral Assignment” means, that certain Collateral Assignment of Profit Sharing Agreement, dated as of the date hereof, between Obligor and Holders.

“Business Day” means any day other than a Saturday, a Sunday or a day on which Banks in New York City are authorized or obligated by applicable law or executive order to close.

“Change of Control” means an event or series of related events pursuant to which (a) Great Elm Capital Group, Inc. ceases to own and control legally and beneficially (free and clear of all Liens) more than eighty percent of the outstanding equity securities of Obligor entitled to vote for the board of directors or equivalent governing body of Obligor on a fully diluted basis or (b) during any period of 12 consecutive months, a majority of the members of the board of directors or other equivalent governing body of the Obligor cease to be composed of individuals (i) who were members of that board or equivalent governing body on the first day of such period, (ii) whose election or nomination to that board or equivalent governing body was approved by individuals referred to in clause (i) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body.

“Closing Date” means the date on which all the conditions precedent in Section 3 are satisfied.

“Collateral” means all of the “Collateral” referred to in Section 12 of this Note and all other property that is intended under the terms of this Note to be subject to Liens in favor of the Holder to secure the Obligations.

“Cost Agreement” means that certain Cost Sharing Agreement, dated as of the date hereof, by and between GECM and MAST, as may be amended, restated, supplemented or otherwise modified from time to time in accordance with the terms hereof.

“Cost Agreement Expense Cap” means $1.43 million (plus bonuses (if any) measured based on incentive fees earned under Section 4.3 of the Investment Management Agreement, dated as of September 27, 2016, by and between Obligor and Great Elm Capital Corp. accrued with respect to such calendar year (“Type II Bonuses”)) per calendar year unless (a) the total assets of Great Elm Capital Corporation, a Maryland corporation, exceed $300 million or (b) new investment vehicles managed by the Team (as defined in the Acquisition Agreement) are launched for which GECM or an affiliate thereof is receiving fees. Following the occurrence of an event specified in clause (a) or (b), the Cost Agreement Expense Cap for each calendar year shall be the sum of (i) the product of (A) $6.3 million multiplied by (B) the quotient of (1) the assets under management of GECM or such affiliate as of the end of the applicable calendar year, divided by (2) the sum of (x) total assets under management MAST as of the end of the applicable calendar year (which shall be deemed to be the greater of (I) $950 million and (II) the actual total assets then under MAST’s management) and (y) the assets under management of GECM plus any such affiliate as of the end of the applicable calendar year plus (ii) Type II Bonuses (if any).  Partial fiscal years shall be pro rated based on a twelve-month year (with partial months being rounded up or down to the nearest month-end) and a pro-rated portion of the $1.43 million fixed amount shall apply to the portion of the calendar year prior to the month during which the event specified in clause (a) or (b) occurs. If an event specified in clause (a) or (b) has occurred, such calculation shall be made within 60 days following end of each calendar year.

“Dollars” and “$” means lawful money of the United States of America.

“Event of Default” means any event or condition referred to in Section 7.

“GECM” means Great Elm Capital Management, Inc., a Delaware corporation.

“LIBOR” means the ninety day British Bankers Association London Interbank Offered Rate (“BBA LIBOR”), as published by Reuters (or other commercially available source providing quotations of BBA LIBOR) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of each calendar quarter occurring between November 1, 2016 and the earlier of (i) repayment in full in cash of the Obligations and (ii) the Maturity Date, for Dollar deposits (for delivery on the first day of such 90 day period) with a term equivalent to such 90 day period.

“Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to real property, and any financing lease having substantially the same economic effect as any of the foregoing).

“Material Adverse Effect” means (a) a material adverse change in, or a material adverse effect upon, the operations, business, properties, liabilities (actual or contingent), condition (financial or otherwise) of the Obligor; (b) a material impairment of the ability of Obligor to perform its obligations under this Note; or (c) a material adverse effect upon the legality, validity, binding effect or enforceability against Obligor of the Note.

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“Maturity Date” means November 3, 2026.

“Obligations” means all advances to, and debts, liabilities, obligations, covenants and duties of, Obligor arising under this Note, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against Obligor or of any proceeding under any bankruptcy law naming Obligor as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding.

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, governmental authority or other entity.

“Profit Agreement” means that certain Profit Sharing Agreement, dated as of the date hereof, by and between GECM and Obligor, as may be amended, restated supplemented or otherwise modified in accordance with the terms hereof.

“Required Holders” means, at any time, Holders holding more than 50% of the aggregate outstanding principal amount of the Note.

2.                                       The Note.

(a)                                  The Obligor shall pay cash interest on the Note at the rate of LIBOR plus three percent per annum in advance on the first Business Day of each calendar quarter following the Closing Date.  All computations of interest and fees for the Note shall be made on the basis of a 360-day year and actual days elapsed.

(b)                                  The entire principal balance of the Note, together with all accrued but unpaid interest, fees, expenses, costs and other Obligations, shall be due and payable on a pro rata basis to the Holders on the Maturity Date.

(c)                                   The Obligor shall make all payments under this Note when due in immediately available funds in Dollars without setoff, recoupment or deduction and regardless of any counterclaim or other defense, in each case, subject to Section 12. Any amounts repaid or repaid in respect of the Note may not be reborrowed.

(d)                                  Upon the occurrence and during the continuance of an Event of Default, the outstanding principal balance on the Note, all accrued interest thereon and all other Obligations shall bear interest at a rate equal to the rate otherwise applicable thereto plus two percent (the “Default Rate”).

(e)                                   Upon receipt of any cash proceeds, insurance proceeds, condemnation awards or indemnity or other payments in connection with any of the following, the Obligor shall prepay the Note on a pro rata basis in an amount equal to 100% of such cash proceeds immediately upon receipt thereof: (1) dispositions of any material property or assets of Obligor, (2) the sale or issuance of any membership interests in the Obligor or any of its subsidiaries and (3) the incurrence or issuance by the Obligor of any indebtedness (other than the Note). Prepayments made under this clause Section 2(e) shall be applied: first, to any fees and expenses of Holders, second, to any accrued and unpaid interest on the Note, third, to the outstanding principal amount of the Note and fourth, to all other Obligations. Notwithstanding the foregoing, this Section 2(e) shall not apply to the Obligor’s receipt of proceeds under the Profit Agreement.

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(f)                                    The Obligor may, upon concurrent written notice to the Holders, at any time voluntarily prepay the Note on a pro rata basis in whole or in part in an amount equal to the outstanding principal amount of the Note then being repaid, together with any accrued and unpaid interest thereon to the prepayment date.

(g)                                   The Obligor shall make a mandatory annual amortization payment on the outstanding principal amount of the Note on a pro rata basis within 30 days of each fiscal year end of Obligor in the aggregate amount of $250,000 per annum.

(h)                                  All payments in respect of principal, interest or fees on the Note shall be made pro rata to the Holders in accordance with the outstanding principal amount of the Note held by each Holder.

(i)                                      The Note and of all other Obligations shall be evidenced by one or more accounts or records maintained by Holders.  The accounts or records maintained by Holders shall be conclusive absent manifest error.

(j)                                     Notwithstanding any provision in this Note, it is not the parties’ intent to contract for, charge or receive interest at a rate that is greater than the maximum rate permissible by law that a court of competent jurisdiction shall deem applicable hereto (the “Maximum Rate”). If a court of competent jurisdiction shall finally determined that the Obligor have actually paid to the Holders an amount of interest in excess of the amount that would have been payable if all of the Obligations had at all times borne interest at the Maximum Rate, then such excess interest actually paid by the Obligor shall be applied as follows: first, to the payment of Holders’ accrued interest, cost, expenses, professional fees and any other Obligations; second, to the payment of outstanding principal on the Note; and third, after all Obligations are repaid, the excess (if any) shall be refunded to the Obligor.

(k)                                  Any and all payments by or on account of the Obligor under the Note shall be made in cash in Dollars and shall, to the extent permitted by applicable law, be made free and clear of and without reduction or withholding for any taxes.  If Obligor or the Holders shall be required by law to withhold or deduct any taxes, the sum payable by the Obligor shall be increased as necessary so that after any required withholding or deduction, the Holder receives an amount equal to the sum it would have otherwise received, unless such withholding is as a result of Holder not being a US Person for federal income tax purposes.

(l)                                      Conditions Precedent.  The obligation of the Holders to extend the Note on the Closing Date is subject to receipt by Holders of the following, each in form and substance satisfactory to Holder:

(m)                              Executed counterparts of this Note.

(n)                                  Acknowledged UCC-1 financing statements from the State of Delaware, covering the Collateral (the “Financing Statement”) and executed counterparts of the Collateral Assignment.

(o)                                  A certificate of the Obligor executed by an authorized signatory of Obligor attaching and certifying (i) the resolutions of the Holder’s board of directors approving the Holder’s entry into the Note and the consummation of the transactions contemplated thereby, (ii) a copy of the Obligor’s certificate of incorporation certified by the Secretary of State of the State of Delaware, (iii) a copy of the by-laws of the Obligor, and (iv) a certificate of good standing for the Obligor from the State of Delaware and each other jurisdiction where the Obligor conducts business.

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(p)                                  A certificate of the Obligor executed by an authorized signatory of Obligor certifying that (i) the representations and warranties of the Obligor herein are true, correct and complete in all material respects as of the Closing Date, (ii) no Event of Default exists or would result from the consummation of the transactions contemplated by this Note, (iii) no consents, licenses or approvals are required in connection with the consummation by the Obligor of the transactions contemplated by this Note or the Acquisition Agreement, and (iv) since June 3, 2016, there has been no event or circumstance that has had or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.

(q)                                  Executed counterparts of the Cost Agreement and the Profit Agreement.

(r)                                     Executed counterparts of the Acquisition Agreement and consummation of the transactions contemplated thereby.

3.                                       Representations and Warranties.  The following representation and warranties of the Obligor shall be made on the Closing Date.

(a)                                  The Obligor is a corporation duly organized, legally existing and in good standing under the laws of the State of Delaware.

(b)                                  The execution, delivery and performance by the Obligor of the Note has been authorized by all necessary action and do not and will not (i) contravene the terms of the Obligor’s certificate of formation or operating agreement, (ii) conflict with or result in any breach or contravention of, or the creation of any contractual obligation or any order of any governmental authority or (iii) violate any law. The Note has been duly executed and delivered by Obligor. The Note will constitute the legal, valid, and binding obligation of Obligor, enforceable against Obligor in accordance with its terms, except that (x) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws, now or hereafter in effect, affecting creditors’ rights and remedies generally and (y) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court or arbitrator before which any proceeding therefor may be brought.

(c)                                   No approval, consent, exemption. authorization, or other action by, or notice to, or filing with any court, governmental authority or any other person or entity is required in connection with the execution, delivery and performance by the Obligor of the Note or the transactions contemplated hereby or of the exercise by any Holder of any of its rights and remedies under the Note or the conduct of its businesses.

(d)                                  There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of the Obligor after due and diligent investigation, threatened or contemplated, at law (including environmental laws), in equity, in arbitration or before any governmental authority, by or against the Obligor or against any of its properties or revenues that either individually or in the aggregate, if determined adversely, could be expected to have a Material Adverse Effect.

(e)                                   No Event of Default has occurred and is continuing or would result from the consummation of the transactions contemplated by this Note.

(f)                                    The Obligor has all licenses, permits and other governmental approvals required in order to operate its business as presently contemplated and no license, permit or other governmental approval has been revoked, suspended, expired or otherwise impaired or is subject to investigation or other inquiry.

(g)                                   The property and assets of the Obligor are subject to no Liens other than Liens permitted under Section 6(a).

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(h)                                  The Obligor has incurred no indebtedness other than indebtedness permitted under Section 6(b).

(i)                                      The Obligor has filed all Federal, state and other material tax returns and reports required to be filed, and have paid all Federal, state and other taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable.

(j)                                     The Obligor has disclosed to the Holders all agreements, instruments and corporate or other restrictions to which it is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect.  No report, financial statement, certificate or other information furnished (whether in writing or orally) by or on behalf of Obligor in connection with the transactions contemplated hereby and the negotiation of this Note (in each case, as modified or supplemented by other information so furnished) contains any material misstatement of fact or material omissions of fact.

(k)                                  No event, circumstance or condition has occurred since June 3, 2016 that could have a Material Adverse Effect.

4.                                       Affirmative Covenants.

(a)                                  The Obligor shall, as soon as available, but in any event within 90 days after the end of each fiscal year of the Obligor, provide to the Holders, a copy of the balance sheet of Obligor as at the end of such year and the related statements of income.

(b)                                  The Obligor shall, as soon as available, but in any event within 60 days after the end of each fiscal quarter of the Obligor, provide to the Holders (i) a reasonably detailed report showing all revenues received by Obligor from GECM pursuant to the Profit Agreement, and (ii) all expenses of Obligor, in each case, in respect of such calendar quarter.

(c)                                   The Obligor shall promptly deliver to the Holder, in form and substance satisfactory to the Holders, copies of (i) any audit reports, management letters or recommendations submitted to Obligor by accountants in connection with the accounts or books of the Obligor, (ii) each annual report, financial statement, report or communication sent to any member or manager of the Obligor, and (iii) such additional information regarding the business, financial legal or corporate affairs of the Obligor that the Holder may request.

(d)                                  The Obligor shall promptly notify the Holder of (i) the occurrence of any Event of Default, (ii) of any matter that could reasonably be expected to have a Material Adverse Effect, or (iii) the commencement of any actions, suits, proceedings, claims or disputes affecting the Obligor that could reasonably be expected to have a Material Adverse Effect. Each notice pursuant to this Section shall be made setting forth all reasonably requested detail requested by the Holder but the Obligor shall not be required to waive attorney client privilege or other evidentiary privilege in connection therewith.

(e)                                   The Obligor shall promptly pay and discharge as the same shall become due and payable, all its obligations and liabilities, including (a) all tax liabilities, assessments and governmental charges or levies upon it or its properties or assets, unless the same are being contested in good faith by appropriate proceedings diligently conducted and adequate reserves in accordance with GAAP are being maintained by the Obligor; (b) all lawful claims which, if unpaid, would by law become a Lien upon its property; and (c) all indebtedness, as and when due and payable, but subject to any subordination provisions contained in any instrument or agreement evidencing such Indebtedness.

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(f)                                    The Obligor shall preserve, renew and maintain in full force and effect its legal existence and good standing under the laws of the State of Delaware; (b) take all action to maintain all rights, privileges, permits and licenses necessary or desirable in the normal conduct of its business and (c) preserve or renew any of Obligors registered patents, trademarks, trade names and service marks.

(g)                                   The Obligor shall comply in all respects with the requirements of all laws and all orders, writs, injunctions and decrees applicable to it or to its business or property, except in such instances in which such requirement of law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted.

(h)                                  The Obligor shall maintain proper books of record and account, in which full, true and correct entries in conformity with GAAP consistently applied shall be made of all financial transactions and matters involving the assets and business of the Obligor.

(i)                                      The Obligor shall permit representatives of the Holders to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and accountants, all at the expense of the Obligor and at such reasonable times during normal business hours and as often as may be reasonably desired.  The Obligor shall not be required to waive attorney client privilege or other evidentiary privilege in connection therewith.

(j)                                     This Note has been extended by the Holders solely in connection with the transactions contemplated by the Acquisition Agreement and not in contravention of applicable law.

5.                                       Negative Covenants.

(a)                                  The Obligor shall not create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than Liens pursuant this Note.

(b)                                  The Obligor shall not create, incur, assume or suffer to exist any indebtedness other than (i) indebtedness and other Obligations pursuant to the Note and (ii) indebtedness incurred in the ordinary course of the Obligor’s business that does not exceed $10,000 in the aggregate at any time.

(c)                                   Without the prior consent of Required Holders, the Obligor shall not make any investments other than in (i) cash, (ii) certificates of deposits insured by FDIC, (iii) deposit accounts and money market accounts insured by FDIC, and (iii) U.S. treasuries.

(d)                                  The Obligor shall not merge, dissolve, liquidate, consolidate with or into another entity, or dispose, sell or transfer (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any person or entity.

(e)                                   The Obligor shall not change its legal name, jurisdiction of organization, entity type or place of business without the prior written consent of the Holder.

(f)                                    The Obligor shall not dispose, sell or transfer any of its assets, other than investments (excluding, for the avoidance of doubt, the Profit Agreement) sold in the ordinary course of business.

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(g)                                   The Obligor shall not make, directly or indirectly, any payment, dividend or distribution to any of its stockholders, except to the extent that stockholders have tax obligations with respect to any income generated by Obligor or the Obligor’s business.

(h)                                  The Obligor shall not issue or sell any membership interest to any person or entity without the prior written consent of the Required Holders and provided that the proceeds from such sale or issuance are applied to prepay the Note in accordance with Section 2(h).

(i)                                      The Obligor shall not enter into any transaction of any kind with any Affiliate thereof, whether or not in the ordinary course of business, other than (i) the transactions contemplated by this Note, the Acquisition Agreement, the Cost Agreement and the Profit Agreement, (ii)  a tax sharing agreement providing for the Obligor to pay to an Affiliate amounts in respect of taxes that would have been owed by the Obligor if the Obligor filed tax returns on a stand-alone basis and (iii) any other transaction that is on fair and reasonable terms substantially as favorable to Obligor as would be obtainable by Obligor in a comparable arm’s length transaction with an unrelated third party.

(j)                                     The Obligor shall not enter into any contractual obligation that prohibits the Obligor from creating, incurring, assuming or suffering to exist the indebtedness or Liens contemplated hereby.

(k)                                  The Obligor shall not engage in any material line of business substantially different from the line of business contemplated by Obligor on the date hereof.

(l)                                      The Obligor shall not amend the Cost Agreement, the Profit Agreement, or the Acquisition Agreement without the consent of the Required Holders.

6.                                       Events of Default.   Any of the following shall constitute an Event of Default:

(a)                                  Obligor fails to pay (i) when and as required to be paid herein, any amount of principal of the Note, or (ii) within three days after the same becomes due, any interest on the Note,  any fee due hereunder, or any other amount payable hereunder.

(b)                                  The Obligor fails to perform or observe any other term, covenant or agreement contained in this Note not specifically addressed in this Section 7 and such failure has not been cured within 30 calendar days of receipt by Obligor of written notice from Holder thereof.

(c)                                   Any representation, warranty, certification or statement of fact made or deemed made by or on behalf of Obligor herein, or in any document delivered in connection herewith or therewith shall be incorrect or misleading when made or deemed made.

(d)                                  The termination of existence, dissolution, winding up or liquidation of Obligor.

(e)                                   The Obligor institutes or consents to the institution of any proceeding under any bankruptcy law, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or for all or any material part of its property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed without the application or consent of the Obligor and the appointment continues undischarged or unstayed for 30 calendar days; or any proceeding under any bankruptcy law relating to the Obligor or to all or any material part of its property is instituted without the consent of the Obligor and continues undismissed or unstayed for 30 calendar days, or an order for relief is entered in any such proceeding.

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(f)                                    The Obligor becomes unable or admits in writing its inability or fails generally to pay its debts as they become due.

(g)                                   There is entered against the Obligor  one or more final judgments or orders for the payment of money  or any one or more non-monetary final judgments that have, individually or in the aggregate, a Material Adverse Effect and, in either case, (i) enforcement proceedings are commenced by any creditor upon such judgment or order, or (ii) there is a period of 30 consecutive calendar days during which a stay of enforcement of such judgment, by reason of a pending appeal or otherwise, is not in effect.

(h)                                  Any material provision of this Note, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder or satisfaction in full of all the Obligations, ceases to be in full force and effect; or Obligor or any other Person contests in any manner the validity or enforceability of any provision of this Note; or Obligor denies that it has any or further liability or obligation under this Note; or Obligor seeks to challenge or assert the invalidity of any Lien granted hereunder on the Collateral, or purports to revoke, terminate or rescind any provision of this Note;

(i)                                      There occurs any Change of Control.

(j)                                     There occurs a material breach by Obligor or GECM under the Acquisition Agreement, the Cost Sharing Agreement, or the Profit Agreement that has not been cured (to the extent capable of being cured) by Obligor or GECM, as applicable, within 10 business days written notice of such material breach from Holders to Obligor or GECM, as the case may be, or any of such agreements is terminated.

7.                                       Remedies.   If any Event of Default occurs and is continuing, the Holders may, upon written notice to Obligor, take any or all of the following actions:

(a)                                  declare the unpaid principal amount of the Note, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder to be immediately due and payable, without presentment, demand, protest, notice or defense of any kind, all of which are hereby expressly waived by the Obligor; or

(b)                                  exercise all rights and remedies available to the Holders under this Note and all rights and remedies under applicable law;

(c)                                   provided, however, that upon the occurrence of an actual or deemed entry of an order for relief with respect to the Obligor under any bankruptcy law, the unpaid principal amount of the Note and all interest and other amounts as aforesaid shall automatically become due and payable without any requirement of notice or other action by Holders.

(d)                                  No failure by any Holder to exercise, and no delay by any Holder in exercising, any right, remedy, power or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.  The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.

8.                                       Application of Funds.   After the exercise of remedies provided for in Section 7 (or after the Note has automatically become immediately due and payable as set forth in Section 7(c)), any amounts received on account of the Obligations shall be applied by the Holders on a pro rata basis in the order that they shall determine in their sole discretion.

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9.                                       Amendments; Waivers.

(a)                                  No amendment or waiver of any provision of this Agreement, and no consent to any departure by the Obligor or therefrom, shall be effective unless in writing signed by the Required Holders and the Obligor, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall, without the prior written consent of each Holder:

(i)                                      extend the Maturity Date or postpone any date scheduled for payment of principal or interest of this Note, or any fee payable to any Holder;

(ii)                                   reduce the principal amount of this Note or the rate of interest applicable to this Note owing to a Holder or reduce any fee payable to any Holder, without the prior written consent of such Holder (except that Required Holders may elect to waive or rescind any imposition of the Default Rate);

(iii)                                alter, amend or modify this Section 10; or alter the definition of “Required Holders”, in each case, without the prior written consent of all Holders;

(iv)                               alter, amend or modify any provision providing for the pro rata application of payments to the Holders;

(v)                                  subordinate the Note in right of payment or lien priority; or

(vi)                               release all or substantially all of the Collateral.

(b)                                  Any such amendment or waiver shall apply equally to each Holder and shall be binding upon the Obligor, the Holders and all future holders of the Obligations.  In the case of any waiver, Obligor and Holders shall be restored to their former positions and rights, and any Event of Default waived shall be deemed to be cured and not continuing, but no waiver of a specific Event of Default shall extend to any subsequent Event of Default (whether or not the subsequent Event of Default is the same as the Event of Default which was waived), or impair any right consequent thereon.

(c)                                   If the consent of any Holder is requested pursuant to this Section 9 and such consent is denied (a “Non-Consenting Holder”), then the Required Holders may elect to assign any Non-Consenting Holder’s interest in the Note pro rata to any other Holder who wishes to purchase such non-consenting Holder’s Note (collectively, “Participating Holders”) or to any other Person designated by the Required Holders (a “Designated Holder”), for a price equal to (i) the then outstanding principal amount thereof plus (ii) accrued and unpaid interest and fees due such Non-Consenting Holder.  In the event the Required Holders elect to require any Non-Consenting Holder to assign its Note to Participating Holders or to the Designated Holder, Agent will so notify such Holder in writing within thirty days following such Non-Consenting Holder’s denial, and such Non-Consenting Holder will assign its interest to Participating Holders or the Designated Holder no later than five days following receipt of such notice pursuant to an Assignment Agreement executed by such Non-Consenting Holder, the Participating Holders or the Designated Holder, as applicable.

10.                                Assignment.   Any Holder may, without consent of the Obligor, at any time assign to any holder of its membership interests or sell participations to one or more persons or entities all or a portion of its rights under this Agreement (including all or a portion of its right of repayment of the Note and the other Obligations) pursuant to an assignment and assumption agreement in substantially the form of Exhibit A hereto.  If requested by any Holder, Obligor shall execute one or more new notes substantially in the form hereof to reflect any assignment of the Note in accordance with this Section 11.

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11.                                Expense Clawback.   To the extent that amounts allocated to GECM under the Cost Agreement exceeds the Cost Agreement Expense Cap, the Obligor shall have the right to set-off against the Note an amount equal to the incremental amounts allocated to GECM under the Cost Agreement in excess of the Cost Agreement Expense Cap (in each case, without any action on the part of the Holders), which set off shall be applied: first, to all accrued and outstanding interest under the Note and second, to the outstanding principal amount of the Note. Any clawback pursuant to this Section 11 shall only be made once per fiscal year of GECM (other than partial fiscal years associated with the first and last years of the term of this Note), regardless of whether estimated or accrued on an interim basis for accounting purposes.

12.                                Security Interest.

(a)                                  All capitalized terms used in this Section 12 without definition shall have the meanings given to such terms under the Uniform Commercial Code of the State of Delaware (the “Code”).

(b)                                  To secure the prompt and complete payment, performance and observance of all of the Obligations, Obligor hereby grants, assigns, conveys, mortgages, pledges, hypothecates and transfers to Holder, a Lien upon all of its right, title and interest in, to and under the Profit Agreement and all Proceeds thereof (the “Collateral”).

(c)                                   Holders’ Rights; Limitations on Holders’ Obligations.

(i)                                      It is expressly agreed by Obligor that, anything herein to the contrary notwithstanding, Obligor shall remain liable under each of its Contracts to observe and perform all the conditions and obligations to be observed and performed by it thereunder.  Holders shall not have any obligation or liability under any Contract by reason of or arising out of this Note or the granting herein of a Lien thereon or the receipt by Holders of any payment relating to any Contract pursuant hereto.  Holders shall not be required or obligated in any manner to perform or fulfill any of the obligations of Obligor under or pursuant to any Contract, or to make any payment, or to make any inquiry as to the nature or the sufficiency of any payment received by it or the sufficiency of any performance by any party under any Contract, or to present or file any claims, or to take any action to collect or enforce any performance or the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times.

(ii)                                   may at any time after an Event of Default has occurred and is continuing, notify GECM (or any assignee or successor thereto or other counterparty under the Profit Agreement) that Holders have a security interest in the Profit Agreement, and that payments thereunder shall be made directly to Holders; provided Holders shall also provide notice to Obligor within 10 business days of delivering such notice to GECM.  Once any such notice has been given, the Obligor shall not give any contrary instructions to GECM (or any assignee or successor thereto or other counterparty under the Profit Agreement) without Requisite Holders’ prior written consent.

(iii)                                At any time after of Event of Default, Holders’ may, upon reasonable notice to Obligor, in Holders’ own names, or in the name of a nominee of Holders communicate with GECM (or any assignee or successor thereto or other counterparty under the Profit Agreement) to verify with such Persons, to Holders’ satisfaction, the existence, terms of, supporting detail for, and any other matter relating to, the Profit Agreement.

(d)                                  Representations and Warranties.  Obligor represents and warrants that:

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(i)                                      Obligor has rights in and the power to transfer each item of the Collateral upon which it purports to grant a Lien hereunder free and clear of any and all Liens other than Liens permitted under the Note.

(ii)                                   No effective security agreement, financing statement, equivalent security or Lien instrument or continuation statement covering all or any part of the Collateral is on file or of record in any public office, except such as may have been filed by Obligor in favor of Holders pursuant to this Note.

(iii)                                This Note is effective to create a valid and continuing Lien on and, upon the filing of the Financing Statement, a perfected Lien in favor of Obligor on the Collateral with respect to which a Lien may be perfected by filing pursuant to the Code.  Such Lien is prior to all other Liens and is enforceable as such as against any and all creditors of and purchasers from Obligor.  All action by Obligor necessary or desirable to protect and perfect such Lien on each item of the Collateral has been duly taken.

(iv)                               obligor’s name as it appears in official filings in the state of its incorporation or organization, the type of entity of obligor, organizational identification number issued by obligor’s state of incorporation or organization, obligor’s state of organization or incorporation, the location of obligor’s chief executive office, principal place of business, and the locations of its books and records concerning the Collateral as provided to holders on or prior to the date hereof are complete, true and correct in  all respects. obligor has only one state of incorporation or organization.

(e)                                   Covenants.  Obligor covenants and agrees with each Holder that from and after the date of this Note and until full and final repayment in cash of the Obligations:

(i)                                      At any time and from time to time, upon the written request of Holders and at the sole expense of Obligor, Obligor shall promptly and duly execute and deliver any and all such further instruments and documents and take such further actions as Holders may reasonably require to obtain the full benefits of this Note and of the rights and powers herein granted, including (A) using its best efforts to secure all consents and approvals necessary or appropriate for the assignment to or for the benefit of Holders of any Contract held by Obligor comprising part of the Collateral and to enforce the security interests granted hereunder; and (B) filing any financing or continuation statements under the Code with respect to the Liens granted hereunder.

(ii)                                   Unless Holders shall otherwise consent in writing (which consent may be revoked), Obligor shall deliver to Holders all Collateral consisting of negotiable Documents, certificated securities, Chattel Paper and Instruments (in each case, accompanied by stock powers, allonges or other instruments of transfer executed in blank) promptly after Obligor receives the same.

(iii)                                Obligor hereby irrevocably authorizes Holders at any time and from time to time to file in any filing office in any Uniform Commercial Code jurisdiction any initial financing statements and amendments thereto that (A) indicate the Collateral (x) as described in this Section 12, or (y) as being of an equal or lesser scope or with greater detail, and (B) contain any other information required by part 5 of Article 9 of the Code for the sufficiency or filing office acceptance of any financing statement or amendment, including whether Obligor is an organization, the type of organization and any organization identification number issued thereto.  Obligor agrees to furnish any such information to the Holders promptly upon request.  Obligor also ratifies its authorization for the Holders to have filed in any Uniform Commercial Code jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof.

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(iv)                               Obligor shall keep and maintain, at its own cost and expense, satisfactory and complete records of the Collateral, including a record of any and all payments received and any and all credits granted with respect to the Collateral and all other dealings with the Collateral.  Obligor shall mark its books and records pertaining to the Collateral to evidence this Note and the Liens granted hereby.  If Obligor retains possession of any Chattel Paper or Instruments with Holders’ consent, such Chattel Paper and Instruments shall be marked with the following legend: “This writing and the obligations evidenced or secured hereby are subject to the security interest of MAST Capital Management, LLC.”

(v)                                  In all material respects, Obligor will perform and comply with all obligations in respect of the Collateral and all other agreements to which it is a party or by which it is bound relating to the Collateral.

(vi)                               Obligor will not create, permit or suffer to exist, and Obligor will defend the Collateral against, and take such other action as is necessary to remove, any Lien on the Collateral, and will defend the right, title and interest of Obligor in and to any of Obligor’s rights under the Collateral against the claims and demands of all Persons whomsoever.

(vii)                            Obligor will not sell, license, lease, transfer or otherwise dispose of any of the Collateral, or attempt or contract to do so except as permitted by the Note.

(viii)                         Obligor will, if so requested by Holders from time to time, furnish to Holders statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as Holders may reasonably request, in such detail as Holders may reasonably specify.

(ix)                               Obligor will advise Holders promptly, in reasonable detail, (i) of any Lien or claim made or asserted against any of the Collateral which could reasonably be expected to have a Material Adverse Effect, and (ii) of the occurrence of any other event which would have a Material Adverse Effect on the aggregate value of the Collateral or on the Liens created hereunder.

(x)                                  Without limiting any other restrictions that may be set forth in this Note, Obligor shall not reincorporate or reorganize itself under the laws of any jurisdiction other than the jurisdiction in which it is incorporated or organized as of the date hereof without the prior written consent of Holders.

(xi)                               Obligor acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement without the prior written consent of Holders and agrees that it will not do so without the prior written consent of Holders, subject to Holders rights under Section 9-509(d)(2) of the Code.

(f)                                    Rights and Remedies Upon Default.

(i)                                      In addition to all other rights and remedies granted to it under this the Note and under any other instrument or agreement securing, evidencing or relating to any of the Obligations, if any Event of Default shall have occurred and be continuing, Holders may exercise all rights and remedies of a secured party under the Code.  Without limiting the generality of the foregoing, Obligor expressly agrees that in any such event Holders, without demand of performance or other demand, advertisement or notice of any kind to or upon Obligor or any other Person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted by the Code and other applicable law), may forthwith enter upon the premises of Obligor where any Collateral is located through self-help, without judicial process, without first obtaining a final judgment or giving Obligor or any other Person

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notice and opportunity for a hearing on Holders’ claim or action and may collect, receive, assemble, process, appropriate and realize upon the Collateral, or any part thereof, and may forthwith sell, lease, license, assign, give an option or options to purchase, or sell or otherwise dispose of and deliver said Collateral (or contract to do so), or any part thereof, at any exchange at such prices as it may deem acceptable, for cash or on credit or for future delivery without assumption of any credit risk.  Holders shall have the right upon any such sales to purchase the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption Obligor hereby releases.  Such sales may be adjourned and continued from time to time with or without notice.

(ii)                                   Holders shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale to the Obligations as provided in this Note, and only after so paying over such net proceeds, and after the payment by Holders of any other amount required by any provision of law, need Holders account for the surplus, if any, to Obligor.  To the maximum extent permitted by applicable law, Obligor waives all claims, damages, and demands against Holders arising out of the repossession, retention or sale of the Collateral except such as arise solely out of the gross negligence or willful misconduct of Holders as finally determined by a court of competent jurisdiction.  Obligor shall remain liable for any deficiency if the proceeds of any sale or disposition of the Collateral are insufficient to pay all Obligations, including any attorneys’ fees and other expenses incurred by Holders to collect such deficiency.

(iii)                                Obligor hereby waives presentment, demand, protest or any notice (to the maximum extent permitted by applicable law) of any kind in connection with this Note or any Collateral.

(iv)                               The Holders shall not be required to make any demand upon, or pursue or exhaust any of their rights or remedies against, Obligor, any other obligor, guarantor, pledgor or any other Person with respect to the payment of the Obligations or to pursue or exhaust any of their rights or remedies with respect to any Collateral therefor or any direct or indirect guarantee thereof.  The Holders shall not be required to marshal the Collateral or any guarantee of the Obligations or to resort to the Collateral or any such guarantee in any particular order, and all of its and their rights hereunder shall be cumulative.  To the extent it may lawfully do so, Obligor absolutely and irrevocably waives and relinquishes the benefit and advantage of, and covenants not to assert against Holders, any valuation, stay, appraisement, extension, redemption or similar laws and any and all rights or defenses it may have as a surety now or hereafter existing which, but for this provision, might be applicable to the sale of any Collateral made under the judgment, order or decree of any court, or privately under the power of sale conferred by this Note, or otherwise.

(g)                                   Obligor hereby appoints Holders as its attorney-in-fact hereunder and authorizes Holders to take all such actions as they may deem necessary or desirable with respect to the Collateral in accordance with the terms of this Note.  The power of attorney granted hereby is a power coupled with an interest and shall be irrevocable until the full and final payment in cash of the Obligations.  The powers conferred on Holders under this power of attorney are solely to protect Holders’ interests in the Collateral and shall not impose any duty upon Holders to exercise any such powers.  Lender agrees that (x) it shall not exercise any power or authority granted under this power of attorney unless an Event of Default has occurred and is continuing, and (y) Holders shall account for any moneys received by Holders in respect of any foreclosure on or disposition of Collateral pursuant to this power of attorney provided that Holders shall not have any duty as to any Collateral, and Holders shall be accountable only for amounts that they actually receive as a result of the exercise of such powers.  NONE OF HOLDERS OR THEIR AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, MANAGERS, MEMBERS, AGENTS OR REPRESENTATIVES SHALL BE RESPONSIBLE TO OBLIGOR FOR ANY ACT OR FAILURE TO ACT UNDER ANY POWER OF ATTORNEY OR OTHERWISE, EXCEPT IN RESPECT OF DAMAGES ATTRIBUTABLE SOLELY TO THEIR OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS FINALLY DETERMINED BY A COURT OF COMPETENT JURISDICTION, NOR FOR ANY PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES.

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(h)                                  In any suit, proceeding or action brought by Holders relating to any Collateral for any sum owing with respect thereto or to enforce any rights or claims with respect thereto, Holders will defend, indemnify and hold Holders harmless from and against all expense (including reasonable attorneys’ fees and expenses), loss or damage suffered by reason of any defense, setoff, counterclaim, recoupment or reduction of liability whatsoever of any Person obligated on the Collateral, arising out of a breach by Obligor of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to, or in favor of, such obligor or its successors from Obligor, except in the case of Holders, to the extent such expense, loss, or damage is attributable solely to the gross negligence or willful misconduct of Holders as finally determined by a court of competent jurisdiction. All such obligations of Obligor shall be and remain enforceable against and only against Obligor and shall not be enforceable against Holders.

(i)                                      This Note and the Liens granted hereunder shall remain in full force and effect and continue to be effective should any petition be filed by or against Obligor for liquidation or reorganization, should Obligor become insolvent or make an assignment for the benefit of any creditor or creditors or should a receiver or trustee be appointed for all or any significant part of Obligor’s assets, and shall continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Obligations, or any part thereof, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee of the Obligations, whether as a “voidable preference,” “fraudulent conveyance,” or otherwise, all as though such payment or performance had not been made.  In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned, the Obligations shall be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.

13.                                Notices. All notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail to the following address or such other address as Obligor or Holder may designate in writing from time to time:

14.                                Waivers.   The Obligor hereby:

(a)                                  waives presentment, demand, protest and notices of every kind and description, and defenses in the nature thereof; and

(b)                                  waives any defenses based upon, and specifically assents to, any and all extensions and postponements of the time of payment and all other indulgences and forbearances which may be granted by the Holders to any party liable hereon.

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15.                                Expenses; Indemnity; Damage Waiver.

(a)                                  The Obligor shall pay (i) all reasonable out-of-pocket expenses incurred by the Holders (including all fees, charges and disbursements of counsel for the Holders), in connection with the preparation, negotiation, execution, delivery and administration of this Note Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) and (ii) all reasonable out-of-pocket expenses incurred by the Holders (including all  fees, charges and disbursements of any counsel for the Holders) in connection with the enforcement or protection of its rights in connection with the Note.

(b)                                  The Obligor shall indemnify the Holders, and each of the Holders’ representatives, agents, advisors, partners, directors, officers, employees, shareholders, advisors and affiliates  (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the fees, charges and disbursements of any counsel for any Indemnitee) (collectively, “Losses”), incurred by any Indemnitee or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Note or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, (ii) the Note or the use or proposed use of the proceeds therefrom, or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory; provided that Obligor shall not be responsible for any Losses resulting solely from Holders’ gross negligence or willful misconduct as finally determined by a court of competent jurisdiction.  To the fullest extent permitted by applicable law, the Obligor shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Note or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, the Note or the use of the proceeds thereof.

(c)                                   The Obligor shall pay, and hold the Holders harmless from and against, any and all present and future taxes or other governmental charges with respect to amounts paid in respect of this Note, any payments due hereunder, or any collateral described therein, and save the Holders harmless from and against any and all liabilities with respect to or resulting from any delay or omission to pay such taxes or charges.

(d)                                  All amounts due under this Section shall be payable on demand therefor.  The agreements in this Section shall survive the replacement of the Holder, the termination of the Note and the repayment, satisfaction or discharge of all the other Obligations.

16.                                Payments Set Aside.   To the extent that any payment by or on behalf of the Obligor is made to the Holder, or the Holder exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Holder in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any bankruptcy proceeding or otherwise, then to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred.

17.                                Successors and Assigns.   The provisions of this Note shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that neither the Obligor may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Holders.

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18.                                Right of Setoff.   Each Holder is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Holder or any affiliate thereof to Obligor or any affiliate thereof under any document, instrument or agreement to which such Holder or such affiliate is a party, against any and all of the obligations of Obligor now or hereafter existing under this Note, irrespective of whether or not such Holder shall have made any demand under this Note and although such obligations of Obligor or  may be contingent or unmatured or are owed to such Holder or any affiliate thereof.  The rights of the Holders under this Section are in addition to other rights and remedies (including other rights of setoff) that the Holders may have.

19.                                Counterparts; Integration; Effectiveness.   This Note may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract.  This Note constitutes the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof.  Delivery of an executed counterpart of a signature page of this Note by telecopy or other electronic imaging means shall be effective as delivery of a manually executed counterpart of this Note.

20.                                Severability.   If any provision of this Note is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Note shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions.  The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

21.                                Governing Law; Consent to Jurisdiction; Waiver of Venue; Service of Process.   THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF.

22.                                Dispute Resolution.   The arbitration provisions of the Asset Purchase Agreement apply to this Note mutatis mutandis.

23.                                Waiver of Jury Trial.  THE OBLIGOR IRREVOCABLY WAIVES ITS RIGHT TO A JURY TRIAL WITH RESPECT TO ANY ACTION OR CLAIM ARISING OUT OF ANY DISPUTE IN CONNECTION WITH ANY NOTE DOCUMENT, ANY RIGHTS OR OBLIGATIONS HEREUNDER OR THE PERFORMANCE OR ENFORCEMENT OF ANY SUCH RIGHTS OR OBLIGATIONS.  Except as prohibited by law, each of the Obligor and the Holders waives any right which it may have to claim or recover in any litigation referred to in the preceding sentence any special, exemplary, punitive or consequential damages or any damages other than, or in addition to, actual damages.

24.                                No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Note Document), the Obligor acknowledges and agrees that: (i) (A) the services regarding this Agreement provided by the Holders are arm’s-length commercial transactions between the Obligor, on the one hand, and the Holders, on the other hand, (B) Obligor has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) Obligor is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby; (ii) (A) each Holder is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for Obligor or any other person or entity and (B) the Holders do not have

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any obligation to the Obligor with respect to the transactions contemplated hereby except those obligations expressly set forth herein; and (iii) the Holders may be engaged in a broad range of transactions that involve interests that differ from those of the Obligor and Holder has no obligation to disclose any of such interests to the Obligor.  To the fullest extent permitted by law, the Obligor hereby waives and releases any claims that it may have against the Holders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

[Signature pages follow]

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EXECUTED as of the date first above written.

OBLIGOR

GECC GP Corp.

HOLDERS

MAST Capital Management, LLC

Exhibit 10.8

Notice of Performance Stock Award

You have been awarded performance-based restricted shares of Common Stock of Great Elm Capital Group Inc. (the “Company”) as detailed below (the “Performance Shares”):

This Notice of Performance Stock Award (this “Notice”), together with the Great Elm Capital Group, Inc. 2016 Long-Term Incentive Compensation Plan (the “Plan”) in effect as of the Date of Grant, and the terms and conditions of the award of the Performance Shares (the “Award Agreement”) attached hereto, contain the terms of your Performance Shares.

Performance Criteria and Vesting Schedule:

The Performance Shares will vest (i) based on your continuing service as a Non-Employee Director or Consultant or continuing employment as an Employee with the Company, a Subsidiary or an Affiliate over a five year time-vesting period ending November 3, 2021 and (ii) based upon the Percentage Achievement of the Performance Goal (as defined in the Award Agreement), in each case, subject to acceleration as further set forth in the Terms and Conditions of Performance Stock Award set forth below and incorporated herein by reference.

The foregoing is qualified in its entirety by the Award Agreement.

Acknowledgements and Agreements:

By your signature and the signature of the representative for the Company, below, you and the Company agree that these Performance Shares are granted under and governed by the terms and conditions of the Plan and the Award Agreement, all of which are attached hereto and hereby incorporated by reference and made a part hereof.

TERMS AND CONDITIONS OF PERFORMANCE STOCK AWARD

1.                                       GRANT OF RESTRICTED PERFORMANCE SHARES. The Company hereby awards to Participant, as of the Date of Grant indicated in the accompanying notice of award, an award (the “Award”) of a number of Performance Shares under the Company’s 2016 Long-Term Incentive Compensation Plan (the “Plan”). Each Performance Share is issued on the terms and conditions governing the Award, including the applicable time-based and performance-based vesting requirements, as set forth in this Award Agreement.

2.                                       VESTING TERMS. The number of Performance Shares that may actually vest pursuant to the Award shall be determined pursuant to the two-step process detailed below:

(a)                                  Performance Vesting.   The Performance Shares shall vest based on the extent to which revenue received by the Company pursuant to the Investment Management Agreement, dated as of September 27, 2016, by and between Great Elm Capital Corp. and Great Elm Capital Management, Inc., (such agreement, as amended, modified, supplemented or replaced, the “IMA”), during the period November 3, 2016 to November 3, 2021 (the “Performance Period”) reaches $40 million (the “Performance Goal”).  Within seventy-five days after the earlier to occur of attainment of 100% of the Performance Goal or November 3, 2021, the Committee shall determine and certify the actual level of attainment for the Performance Goal (the “Percentage Achievement”). On the basis of that certified Percentage Achievement level, the number of Performance Shares will be multiplied by the applicable percentage (which may range from 0% to 100%) on a dollar for dollar basis of actual revenue collected by the Company under the IMA during the Performance Period compared to the Performance Goal. The number of Performance Shares resulting from such calculation shall constitute the maximum number Shares in which Participant may vest under this Award and shall be designated the “Performance-Qualified Shares.” In no event may the number of such Performance-Qualified Shares exceed 100% of the number of Performance Shares specified in the Award.

(b)                                                                    Continuous Service Vesting. 20% of the Performance-Qualified Shares will vest on November 3, 2017, and thereafter 5% of the Performance-Qualified Shares will vest on each February 3, May 3, August 3 and November 3 on which Participant is providing continuing service as a Non-Employee Director or Consultant or is continuing employment as an Employee until fully vested on November 3, 2021 subject to Participant’s continuing service or continuing employment.  If Participant’s employment terminates without Cause or terminates for Good Reason, the Performance Shares will vest in full immediately upon such termination. In addition to the vesting contemplated by this Section 2(b), Section 2(c) and Section 3, if Participant terminates employment before November 3, 2021, the Participant will be entitled to the Performance-Qualified Shares (if any) that have vested pursuant to this Section 2 as of the date of termination.  Participant is advised that should Participant’s employment terminate before November 3, 2021, except as otherwise expressly set forth herein, the Performance Shares will be reallocated among other employees of Great Elm Capital Management, Inc.

(c)                                   Vesting Upon Disability or Death .  If Participant’s employment is terminated by reason of death or Disability, then the Performance-Qualified Shares shall immediately vest in full immediately upon such termination solely with respect to the service-based vesting in Section 2(b); the Performance Shares shall continue to be subject to Performance Vesting, in Section 2(a).

(d)                                  Vesting Upon Termination Without Cause.   If Participant’s employment is terminated by the Company and its Subsidiaries without Cause (including compliance with the notice provisions in such definition), then the Performance-Qualified Shares shall immediately vest in full immediately upon such termination solely with respect to the service-based vesting in Section 2(b); the Performance Shares shall continue to be subject to Performance Vesting, in Section 2(a).

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(e)                                   Vesting Upon Good Reason Termination. If Participant resigns employment with Good Reason (including compliance with the notice provisions in such definitions) then the Performance-Qualified Shares shall immediately vest in full immediately upon such termination solely with respect to the service-based vesting in Section 2(b); the Performance Shares shall continue to be subject to Performance Vesting, in Section 2(a).

3.                                       CHANGE OF CONTROL VESTING.   If a Change of Control occurs, the Performance Shares shall no longer be subject to achievement of the Performance Goal and shall immediately upon the Change of Control (i) become subject to only the time-based vesting schedule in Section 2(b), subject to the Participant’s continued service or employment through each applicable time-based vesting date.  If Participant’s employment terminates without Cause or terminates for Good Reason following a Change in Control, the Performance Shares will vest in full immediately upon such termination.

(a)                                  For purposes of this Award Agreement, “Cause” shall mean: (i) Participant’s theft, dishonesty, misconduct, or falsification of any employment or Company records; (ii) any action by Participant outside of the scope of Participant’s employment agreement with the Company that has a material detrimental effect on the Company’s reputation or business as reasonably determined by the Committee; (iii) Participant’s substantial failure or inability to perform any reasonably assigned duties within the scope of Participant’s employment agreement with the Company that has not been cured within 30 business days of written notice from the Company to Participant, in each case, as determined by the Committee in its sole discretion; (iv) Participant’s violation of any Company policy; (v) Participant’s conviction (including any plea of guilty or no contest) of any criminal act; or (vi) Participant’s material breach of any written agreement with the Company which has not been cured within 10 business days’ of written notice from the Company to Participant thereof.

(b)                                  For purposes of this Award Agreement, “Disability” shall mean the inability of the Participant, in the opinion of a qualified physician acceptable to the Company, to perform the major duties of Participant’s position with the Company or an Affiliate of the Company because of the sickness or injury of the individual, or as may be otherwise defined under applicable local laws.

(c)                                   For purposes of this Award Agreement, “Good Reason” shall mean Participant’s resignation from the Company within three months after the occurrence of any of the following events: (i) without Participant’s express written consent, the significant reduction of Participant’s duties, authority, responsibilities, job title, or reporting relationships relative to Participant’s duties, authority, responsibilities, job title, or reporting relationships as in effect immediately prior to such reduction, or the assignment to Participant of such reduced duties, authority, responsibilities, job title, or reporting relationships; (ii) without Participant’s express written consent, a reduction by the Company of ten percent or more in the base salary of Participant as in effect immediately prior to such reduction (unless such reduction is part of a program generally applicable to other similarly situated employees of the Company’s investment management business); (iii) a material reduction by the Company in the kind or level of employee benefits, including bonuses, to which Participant was entitled immediately prior to such reduction with the result that Participant overall benefits package is significantly reduced (unless such reduction is part of a program generally applicable to other employees of the Company’s investment management business); or (iv) the relocation of Participant to a facility or a location more than twenty five miles from Participant’s then present location, without Participant’s express written consent; provided, however , that in each case, Participant’s resignation shall not constitute Good Reason under this provision unless (A) Participant provides the Company with written notice of the applicable event or circumstance within sixty days after Participant first has knowledge of it, which notice specifically identifies the event or circumstance that Participant believes constitutes grounds for Good Reason, and (B) the Company fails to correct the event or circumstance so identified within sixty days after receipt of such notice.

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4.                                       ISSUANCE DATE. The Performance Shares shall be issued on the date of the Award and held by the Company, as escrow agent, for the benefit of the Participant and the Company, until the Company determines the extent to which the Performance Shares vest pursuant to Section 2.

5.                                       LIMITED TRANSFERABILITY. Prior to the determination of which Performance Shares (if any) are Performance-Qualified Shares, Participant may not transfer any interest in the Performance Shares subject to this Award or pledge or otherwise hedge the sale of those Performance Shares , including (without limitation) any short sale or any acquisition or disposition of any put or call option or other instrument tied to the value of the Performance Shares.  Participant may also direct the Company to record the ownership of any Performance Shares that become vested hereunder in the name of a bona fide retirement planning, estate planning or charitable donation vehicle. Participant may make such a beneficiary designation or ownership directive at any time by completing the required forms and filing the completed form with the Committee or its designee.

6.                                       STOCKHOLDER RIGHTS AND DIVIDENDS. Subject to the other terms and restrictions set forth herein, including, but not limited to, the restriction on the right to transfer such Award prior to vesting, the holder of the Award shall have the rights and privileges of a stockholder of the Company, including, without limitation, voting rights and rights to dividends, in respect of any Performance Shares.  However, any such dividends shall be paid based on the number of Performance Shares, if any, that vest in accordance with the terms of this Award Agreement.

7.                                       ADJUSTMENT IN SHARES. The Committee shall adjust the Performance Shares as set forth in Section 3.2 of the Plan.

8.                                       WITHHOLDING AND SECTION 83(B) ELECTION.   The Company shall be entitled to require a cash payment by or on behalf of the Participant and/or to deduct from other compensation payable to the Participant any sums required by federal, state or local tax law to be withheld with respect to the grant or vesting of the Award and any dividends paid in relation to the Award.  Participant understands that Section 83(a) of the Code taxes as ordinary income the difference between the amount, if any, paid for the Performance Shares and the Fair Market Value of such Shares at the time the Performance Shares vest. Participant understands that, notwithstanding the preceding sentence, Participant may elect to be taxed at the time of the Date of Grant, rather than at the time the Performance Shares vest, by filing an election under Section 83(b) of the Code (an “83(b) Election”) with the Internal Revenue Service within 30 days of the Date of Grant.  In the event Participant files an 83(b) Election, Participant shall provide the Company a copy thereof prior to the expiration of such 30 day period. Participant understands that if an 83(b) Election is filed with the Internal Revenue Service within such time period, Participant will recognize ordinary income in an amount equal to the difference between the amount, if any, paid for the Performance Shares and the Fair Market Value of such Performance Shares as of the Date of Grant. Participant further understands that an additional copy of such 83(b) Election form should be filed with his or her federal income tax return for the calendar year in which the date of this Award Agreement falls.  Participant acknowledges that the foregoing is only a summary of the effect of United States federal income taxation with respect to the Award hereunder, and does not purport to be complete.  Participant further acknowledges that the Company is not responsible for filing the Participant’s 83(b) Election, and the Company has directed Participant to seek independent advice regarding the applicable provisions of the Code, the income tax laws of any municipality, state or foreign country in which Participant may reside, and the tax consequences of Participant’s death.

PARTICIPANT HEREBY ASSUMES ALL RESPONSIBILITY FOR FILING PARTICIPANT’S 83(b) ELECTION AND PAYING ANY TAXES RESULTING FROM SUCH ELECTION OR FROM FAILURE TO FILE THE ELECTION AND PAYING TAXES RESULTING FROM THE VESTING OF THE PERFORMANCE SHARES.

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PARTICIPANT UNDERSTANDS THAT PARTICIPANT MAY SUFFER ADVERSE TAX CONSEQUENCES AS A RESULT OF PARTICIPANT’S PURCHASE OR DISPOSITION OF SHARES AND PARTICIPANT REPRESENTS THAT PARTICIPANT IS NOT RELYING ON THE COMPANY FOR ANY TAX ADVICE.

9.                                       COMPLIANCE WITH LAWS AND REGULATIONS. The issuance of Performance Shares pursuant to the Award shall be subject to compliance by the Company and the Participant with all applicable laws relating thereto.

10.                                CONSTRUCTION. This Award Agreement and the Award evidenced hereby are made and granted pursuant to the Plan and are in all respects limited by and subject to the terms of the Plan. In the event of any conflict between the provisions of this Award Agreement and the terms of the Plan, the terms of the Plan shall be controlling. All decisions of the Committee with respect to any question or issue arising under the Plan or this Award Agreement shall be conclusive and binding on all persons having an interest in the Award.  Articles 14-18 of the Plan shall apply mutatis mutandis as if set forth herein.

11.                                GOVERNING LAW. The interpretation, performance and enforcement of this Award Agreement shall be governed by the laws of the State of Delaware applicable to contracts made in and to be solely performed in the State of Delaware.

12.                                EMPLOYMENT AT WILL. Nothing in this Award Agreement or in the Plan shall confer upon Participant any right to remain in employment or service for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Company (or any Subsidiary of Affiliate employing or retaining Participant) or of Participant, which rights are hereby expressly reserved by each, to terminate Participant’s service or employment at any time for any reason, with or without Cause.

13.                                PARTICIPANT ACCEPTANCE. Participant must accept the terms and conditions of this Award Agreement either electronically through the electronic acceptance procedure established by the Company or through a written acceptance delivered to the Company in a form satisfactory to the Company. In no event shall any Shares be issued under this Award Agreement in the absence of such acceptance.

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Exhibit 10.9

November 3, 2016

Peter Reed

42 Pembroke Road

Wellesley, MA 02482

Dear Peter:

This offer letter (this “Offer Letter”) confirms the terms of your service as Chief Investor Investment Officer of Great Elm Capital Management, Inc. (the “Company”).

1.                                       Title.  You will serve as Chief Investment Officer of the Company reporting directly to the Board of Directors of Great Elm Capital Group, Inc. (“GECG”) and you will be a member of the Company’s management committee and investment committee.

2.                                       Employment Location.  You are expected to work at the Company’s corporate headquarters in the greater Boston area.

3.                                       Employment Start Date. Subject to completion of immigration formalities and a satisfactory background screening, your employment with the Company will begin on the date hereof.

4.                                       Base Salary. Your annual base salary rate will be $1,200,000.00, less applicable withholdings and deductions, commencing upon your start date and paid in accordance with the Company’s payroll practices in effect from time to time.

5.                                       Bonus. You will be eligible for a bonus in the discretion of the Company’s management.  There is no guarantee that you will be awarded any bonus in any period.

6.                                       Equity Incentives.   The compensation committee (the “Compensation Committee”) of the Board of Directors of GECG has awarded you 220,923 restricted shares of GECG’s common stock (“Restricted Shares”).  The terms of such option are set forth in the award agreement (the “Award Agreement”).  If there is a conflict between the Award Agreement and this Offer Letter with respect to the Restricted Shares, the Award Agreement will control.  You will be eligible for periodic option grants in the sole discretion of the Compensation Committee and there is no assurance that any such award will be made.

7.                                       Employee Health and Welfare Benefits. You will be offered benefits, including participation in the Company’s health, dental and 401(k) plans, consistent with those offered to similarly situated employees.

8.                                       Business Expenses.  The Company will reimburse your out of pocket expenses incurred in connection with your service, subject to the Company’s policies as in effect from time to time, and applicable IRS guidelines.

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9.                                       At Will Employment. Your employment with the Company is “at will” and may be terminated at any time by the Company or by you for any reason or no reason.

10.                                Non-Solicitation.

(a)                                  During the term of your employment and for a period of one year thereafter, you will not, directly or indirectly, on your own account or on behalf of or in conjunction with any other person or organization induce or attempt to induce any employee of the Company or its affiliates to leave the employment of the Company or its affiliates (whether or not such would be a breach of contract by such employee).

(b)                                  During the term of your employment and for a period of one year thereafter, you will not, directly or indirectly, on your own account or on behalf of or in conjunction with any other person or organization solicit any investor, borrower or other investee in/of the Company or any managed/advised investment vehicle of the Company, provided that you either (i) had business-related contact with such investor, borrower or other investee during your employment with the Company or (ii) learned non-public information about such investor, borrower or other investee in the course of your employment with the Company.

(c)                                   The restrictions contained in this Article 10 are necessary for the protection of the trade secrets, confidential information and goodwill of the Company and are considered by the Employee to be reasonable for such purpose.  You stipulate that irrevocable harm will result from breach of your obligations under this Article 10. Therefore, in the event of any such breach or threatened breach, the you agree that the Company, in addition to such other remedies which may be available, shall have the right to obtain an injunction from a court restraining such a breach or threatened breach and the right to specific performance of the provisions of this Article 10 and you hereby waive the adequacy of a remedy at law as a defense to such relief.  In addition, you agree that if you violate this Article 10, you shall pay all the Company’s reasonable costs of enforcement, including reasonable attorneys’ fees and expenses.

(d)                                  You stipulate that the remedies at law are inadequate to compensate the Company for breach of your obligations under this Article 10 and the CIAA (as defined below) and that enforcement of the provisions of each of this Article 10 and the CIAA is in the public interest of the market for talent in the investment management industry and of investors in the investment vehicles managed/advised by the Company.

(e)                                   In consideration of your post-employment obligations under this Article 10, subject to receipt of a release of all known and unknown claims by you, the Company shall pay you an amount equal to 100% of your annual base compensation upon termination of your employment.

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(f)                                    If you violate any provision of Article 10 after the end of your employment, you agree that you shall continue to be bound by the restrictions set forth in Article 10 until a period of one year has expired without any violation of any such provisions.

(g)                                  You understand, acknowledge and agree that your obligations under this Offer Letter shall continue in accordance with the express terms of this Offer Letter regardless of any changes in your title, position, duties, salary or other compensation or other terms and conditions of employment, and that no change in any of the foregoing shall be considered to end your employment for purposes of this Offer Letter.

(h)                                  Nothing in this Agreement will prevent you from continuing to provide services to MAST Capital Management, LLC or its affiliates (collectively, “MAST”) during the term of your employment.

11.                                General Provisions.

(a)                                  You will enter into the Company’s standard employee confidentiality and invention assignment agreement (the “CIAA”) before beginning employment.

(b)                                  You are required to certify that you are a citizen of the U.S., a noncitizen national of the U.S., a lawful permanent resident, or an alien authorized to work in the U.S before beginning employment.

(c)                                   You are expected to devote substantially all of your business efforts to service of the Company and MAST under this Offer Letter.  Subject to the Company’s code of ethics as in effect from time to time, you may participate in charitable, religious or civic organizations that immaterially interfere with your work.

(d)                                  This Offer Letter and the matters covered hereby will be governed by and construed under the laws of the Commonwealth of Massachusetts.

(e)                                   Any dispute arising out of or relating to this Offer Letter or the breach thereof or otherwise arising out of your employment or the termination of that employment (including, without limitation, any claims of unlawful employment discrimination or any other claims based on any statute) shall, to the fullest extent permitted by law, be settled by arbitration before a single arbitrator in Boston pursuant to the JAMS Employment Arbitration Rules and Procedures as then in effect, subject to a direction to the arbitrator to apply such rules in a manner to minimize cost and maximize efficiency and speed of resolution to the maximum reasonable extent permitted under such rules and applicable law consistent with obtaining a fully enforceable resolution of such dispute.  The arbitrator shall determine which party was the prevailing party in any dispute taken as a whole and costs as well as reasonable attorneys’ fees shall be assessed against the losing party; provided that to the extent that a dispute concerns a claim based on a statute, the right to attorneys’ fees and costs, if any, shall be governed exclusively by the statute and the statutory claim shall not be considered in determining which party was otherwise the prevailing party in any related aspect of the dispute for purposes of this sentence.  This paragraph shall be specifically enforceable. Notwithstanding the foregoing, this paragraph shall not preclude either party from pursuing a court action for the sole purpose of obtaining a temporary restraining order or a preliminary injunction in circumstances in which such relief is appropriate ; provided that any other relief shall be pursued through an arbitration proceeding pursuant to this paragraph.

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(f)                                    This Offer Letter, the Award Agreement, the CIAA, and the Subscription Agreement dated as of June 22, 2016 between GECC GP Corp., you and the other parties signatory thereto (the “Subscription Agreement”), together with all of the Company’s policies and procedures relating to employees, as in effect from time to time, including its Code of Ethics, as in effect from time to time (collectively, “Employment Documents”), constitute our entire agreement with respect to your employment with the Company and no prior negotiations, drafts, arrangements or understandings with respect thereto shall be of any effect.

(g)                                  The Company’s benefits, payroll, and other human resource management services may be provided through one or more of the Company’s affiliates or a professional employer organization. As a result of this arrangement, the affiliate or the professional employment organization will be considered your employer of record for these purposes; however, GECG’s board of directors will be responsible for directing your work, reviewing your performance, setting your schedule and otherwise directing your work at the Company.  Until December 31, 2016, MAST will be your employer of record under a separate cost sharing agreement between the Company and MAST.

(h)                                  If any provision of this Offer Letter is held by an arbitrator or court of competent authority to be unenforceable, the parties intend that (i) the remaining provisions of this Agreement shall be enforced in accordance with their terms and (ii) the court shall substitute a replacement provision that is enforceable that, as closely as possible, accomplishes the purposes intended by such original provision.

If this Offer Letter correctly sets forth the terms of our agreement, please sign and return this Offer Letter whereupon it shall become our binding agreement.

Very truly yours,

ACCEPTED AND AGREED TO AS OF THE DATE FIRST WRITTEN ABOVE:

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