Full Circle Capital Corp (Form: 8-K, Received: 06/27/2016 07:09:38)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 23, 2016

FULL CIRCLE CAPITAL CORPORATION

(Exact name of registrant as specified in its charter)

Maryland

814-00809

27-2411476

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

102 Greenwich Avenue, 2 ^nd Floor

Greenwich, CT, 06830

(Address of principal executive offices including Zip Code)

(203) 900-2100

(Registrant’s telephone number, including area code)

N.A.

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

x	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

On June 23, 2016, Full Circle Capital Corporation (the “Company”) and Great Elm Capital Corp., a Maryland corporation (“GECC”) entered into a definitive merger agreement (the “Merger Agreement”) under which the Company will merge with and into GECC, with GECC as the surviving corporation (the “Merger”). Concurrently with the execution of the Merger Agreement, GECC, Great Elm Capital Group, Inc. (“Great Elm”) and certain investment funds (the “Funds”) managed by MAST Capital Management, LLC (“MAST”) entered into a subscription agreement (the “Subscription Agreement”). Pursuant to the Subscription Agreement, (i) Great Elm has contributed $30 million in cash to GECC in exchange for shares of GECC's common stock and (ii) the Funds have agreed to contribute an investment portfolio, presently valued at approximately $90 million, also in exchange for shares of GECC's common stock. The contribution of the investment portfolio will occur prior to the closing of the Merger. When the Merger becomes effective, GECC, as the surviving corporation (the “Surviving Corporation”), will be externally managed by Great Elm Capital Management, Inc. (“GECM”), pursuant to a new investment advisory agreement. GECM will be owned by Great Elm. Great Elm has advised the Company that GECM will employ substantially all of the investment and back office personnel of MAST. The obligations of the parties to the Merger Agreement and the Subscription Agreement are subject to various conditions. The Company has entered into an agreement (the “Termination Agreement”) with Full Circle Advisors, LLC, its manager (the “Manager”) and Full Circle Service Company, LLC, its administrator (the “Administrator”), providing for the future termination of the Company's existing investment advisory agreement dated July 13, 2010 and administration agreement dated July 14, 2010, as required under the Merger Agreement.

Merger Agreement

The Merger Agreement provides that, upon the terms and subject to the conditions set forth in the Merger Agreement, (i) the Company will merge with and into GECC with GECC continuing as the Surviving Corporation. In the Merger, all of the Company’s outstanding shares of common stock will be converted into shares of the Surviving Corporation's common stock. The amount of Surviving Corporation common stock to be received by the Company’s stockholders will be derived from an exchange ratio (the "Exchange Ratio") which will be calculated based on the Company’s net asset value as of the month-end preceding the date on which the definitive proxy statement relating to the Merger is mailed to the Company’s stockholders, subject to adjustments as described below.

Pursuant to the Merger Agreement, the Company will declare and pay a special cash distribution to the Company’s stockholders of record as of the close of business on the day on which the Merger becomes legally effective. The amount of the special cash distribution will be $5 million plus undistributed earnings through the effective time of the Merger. The amount of the special cash distribution will be deducted from the net asset value of the Company that is used to calculate the Exchange Ratio. The Merger Agreement provides for the special cash distribution to be paid to the Company’s stockholders at the same time they receive their shares of common stock in the Surviving Corporation.

The closing of the Merger is subject to the satisfaction of customary closing conditions, including, among others, the registration and listing of the shares of common stock of the Surviving Corporation that will be issued in the Merger and the approval of the Merger by the holders of a majority of the outstanding shares of the common stock of the Company (the "Company Stockholder Approval").

The Merger Agreement contains customary representations, warranties and covenants of each party, including covenants providing for the Company and GECC (i) to conduct their respective businesses in all material respects in the ordinary course of business and in a manner consistent with past practice during the period between the execution of the Merger Agreement and the effective time of the Merger, (ii) not to engage in certain kinds of transactions during such period, and (iii) only with respect to the Company, to convene and hold a meeting of its stockholders to consider and vote upon the approval of the Merger.

The Merger Agreement contains a customary “no-shop” provision which prohibits the Company and its subsidiaries from engaging in certain actions with respect to any other offer or proposal relating to an acquisition, merger or business combination resulting in ownership of more than 25% of the Company or the Company’s assets (an “Acquisition Proposal”). Subject to certain exceptions, the Company may not: (i) initiate, solicit or knowingly encourage any inquiries with respect to any Acquisition Proposal; (ii) engage in negotiations or discussions that reasonably could be expected to lead to an Acquisition Proposal; (iii) approve, endorse or recommend any Acquisition Proposal; or (iv) execute or enter into any letter of intent, agreement in principle, merger agreement, acquisition agreement or any similar agreement relating to any Acquisition Proposal.

The “no shop” provision is subject to a customary “fiduciary out” provision that allows the Company, under certain circumstances and in compliance with certain obligations, to provide non-public information and engage in discussions and negotiations with any third party making an Acquisition Proposal if the Company's board of directors determines in good faith, after consultation with counsel and its financial advisor, that such third party is reasonably likely to submit a Superior Proposal. A “Superior Proposal” is a bona fide proposal in writing relating to an acquisition, merger or business combination resulting in ownership of more than 50% of the Company or the Company’s assets that is reasonably likely to be consummated and which has terms more favorable to the Company and its stockholders from a financial point of view than those set forth in the Merger Agreement and related documents.

At any time prior to obtaining the Company Stockholder Approval, subject to certain conditions, the Company’s board of directors may endorse the Superior Proposal and may change its recommendation regarding the Merger if the board of directors has determined in good faith (after consultation with counsel) that the failure to take action would be inconsistent with the directors’ fiduciary duties. Any such action can be taken only after giving three business days advance notice to GECC and during those three business days the Company must negotiate with GECC (if GECC wishes to negotiate) to adjust the terms and conditions of the Merger Agreement to make them at least as favorable to the Company's stockholders as the Superior Proposal.

The Merger Agreement contains certain termination rights for both the Company and GECC, including if the Merger is not completed on or before October 31, 2016 (subject to extension under certain circumstances), or if the Company Stockholder Approval is not obtained. In the event of a termination of the Merger Agreement under certain circumstances, including termination of the Merger Agreement by the Company to enter into a definitive agreement with respect to a Superior Proposal or termination by GECC as a result of a change of recommendation by the Company’s board of directors, the Company will be required to pay GECC a termination fee of $3 million. Additionally, in the event that the Company Stockholder Approval is not obtained and a proposal for a business combination with a third party or an acquisition by a third party of 50% of more of the shares or assets of the Company (each, an “Alternative Transaction”) has been publicly announced and not withdrawn, upon termination of the Merger Agreement by the Company or GECC, the Company will be required to reimburse GECC for its out of pocket expenses, up to a maximum of $1 million (the "Expense Reimbursement"). If the Company enters into a definitive agreement for one or more Alternative Transactions within 12 months after termination of the Merger Agreement, the Company will be required to pay GECC a termination fee of $3 million, less the Expense Reimbursement.

This summary description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, a copy of which is attached hereto as Exhibit 2.1 and incorporated herein by reference. The Merger Agreement has been included to provide investors and security holders with information regarding its terms. It is not intended to provide any other factual information about the Company or any of its subsidiaries or affiliates.

The representations and warranties of each of the parties set forth in the Merger Agreement have been made solely for the benefit of the other parties to the Merger Agreement and such representations and warranties should not be relied on by any other person. In addition, such representations and warranties (i) have been qualified by disclosures made to the other parties in connection with the Merger Agreement, (ii) are subject to the materiality standards contained in the Merger Agreement that may differ from what may be viewed as material by investors, and (iii) were made only as of the date of the Merger Agreement or such other date as is specified in the Merger Agreement.

Subscription Agreement

Pursuant to the Subscription Agreement, Great Elm has contributed $30 million in cash to GECC in return for shares of GECC common stock, and the Funds will contribute an investment portfolio, presently valued at approximately $90 million, to GECC in exchange for shares of GECC's common stock. The Company is not a party to the Subscription Agreement but it is a third party beneficiary of that Agreement.

The Subscription Agreement also provides that, prior to the consummation of the Merger, GECC and GECM will enter into an investment management agreement and an administration agreement pursuant to which the GECM will provide services to the Surviving Corporation. The agreed form of each of these agreements is included as an annex to the Subscription Agreement attached hereto as Exhibit 2.2.

The Subscription Agreement contains customary representations, warranties and covenants of each party, including covenants providing for GECC to conduct its business in all material respects in the ordinary course of business and in a manner consistent with past practice during the period between the execution of the Merger Agreement and the effective time of the Merger.

The Subscription Agreement contains an indemnification provision that provides for indemnification by MAST and Great Elm of the Company, the Manager, the Administrator and certain persons affiliated with each of them, for losses arising from any action or claim by a MAST Investor (as defined in the Subscription Agreement) alleging breach of a fiduciary duty or other obligation of MAST relating to the transactions contemplated by the Subscription Agreement or the related compensation of MAST.

This summary description of the Subscription Agreement does not purport to be complete and is qualified in its entirety by reference to the Subscription Agreement, a copy of which is attached hereto as Exhibit 2.2 and incorporated herein by reference. The Subscription Agreement has been included to provide investors and security holders with information regarding its terms. It is not intended to provide any other factual information about the Company or any of its subsidiaries or affiliates.

The representations and warranties of each of the parties set forth in the Subscription Agreement have been made solely for the benefit of the other parties to the Subscription Agreement and such representations and warranties should not be relied on by any other person. In addition, such representations and warranties (i) have been qualified by disclosures made to the other parties in connection with the Subscription Agreement, (ii) are subject to the materiality standards contained in the Subscription Agreement that may differ from what may be viewed as material by investors, and (iii) were made only as of the date of the Subscription Agreement or such other date as is specified in the Subscription Agreement.

Termination Agreement

Concurrently with the execution of the Merger Agreement, the Company entered into the Termination Agreement with the Manager and the Administrator, pursuant to which the Manager has agreed that, at the effective time of the Merger, the investment advisory agreement dated July 13, 2010 will terminate and the Administrator has agreed the administration agreement dated July 14, 2010 will be terminable after the Merger in accordance with the terms described in the Merger Agreement.

This summary description of the Termination Agreement does not purport to be complete and is qualified in its entirety by reference to the Termination Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description of Exhibits

2.1		Agreement and Plan of Merger, dated as of June 23, 2016, by and between Full Circle Capital Corporation and Great Elm Capital Corp.*

2.2		Subscription Agreement, dated as of June 23, 2016, by and among Great Elm Capital Corp., Great Elm Capital Group, Inc. and the investment funds signatory thereto*

10.1		Termination Agreement, dated as of June 23, 2016, by and among Full Circle Capital Corporation, Full Circle Advisors, LLC and Full Circle Service Company, LLC

Schedules and exhibits omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule to the Securities and Exchange Commission upon request.

Important Information for Investors and Stockholders

This communication is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. In connection with the transactions referred to in this material, GECC expects to file a registration statement on Form N-14 with the Securities and Exchange Commission ("SEC") containing a preliminary proxy statement of the Company that also constitutes a preliminary prospectus of GECC. After the registration statement is declared effective, the Company will mail a definitive proxy statement-prospectus to stockholders of the Company. This material is not a substitute for the proxy statement/prospectus or registration statement to which it pertains or for any other document that GECC or the Company may file with the SEC and send to the Company’s stockholders in connection with the proposed transactions. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT-PROSPECTUS AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders will be able to obtain free copies of the proxy statement/prospectus (when available) and other documents filed with the SEC by GECC or the Company through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by the Company will be available free of charge on the Company's website at ir.fccapital.com or by contacting the Company at 203-900-2100.

The Company, MAST and Great Elm and their respective directors and their respective executive officers may be considered participants in the solicitation of proxies with respect to the proposed transactions under the rules of the SEC. Information about the directors and executive officers of the Company is contained in its proxy statement for its 2016 annual meeting of stockholders, which was filed with the SEC on October 28, 2015 and in its Annual Report on Form 10-K for the fiscal year ended June 30, 2015. Information about the directors and executive officers of Great Elm is contained its proxy statement which was filed with the SEC on April 21, 2016. Information about the members, managers, officers and employees of MAST that may be engaged in the solicitations will be contained in the proxy statement for a special meeting of Company stockholders. These documents can be obtained free of charge from the sources indicated above. Additional information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will also be included in any proxy statement, prospectus and other relevant materials to be filed with the SEC when they become available.

Cautionary Statement Regarding Forward-Looking Statements

Certain statements in this communication regarding the proposed merger and the business of the combined company including statements regarding the expected timetable for completing the merger, benefits of the transaction, statements regarding the combined company, its investment plans, policies and expected results and any other statements regarding the Company’s, MAST’s, Great Elm’s and the combined company’s expectations, beliefs, plans, objectives, financial conditions, assumptions or future events or performance that are not historical facts are "forward-looking" statements within the meaning of the federal securities laws. These statements are often, but not always, made through the use of words or phrases such as "believe," "expect," "anticipate," "should," "planned," "will," "may," "intend," "estimated," "aim," "target," "opportunity," "tentative," "positioning," "designed," "create," "seek," "would," "could", "potential," "continue," "ongoing," "upside," "increases," and "potential," and similar expressions. All such forward-looking statements involve estimates and assumptions that are subject to risks, uncertainties and other factors that could cause actual results to differ materially from the results expressed in the statements. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking statements are the following: the timing to consummate the proposed transactions; the risk that a condition to closing the proposed transactions may not be satisfied; the failure to receive, on a timely basis or otherwise, the required approvals by the Company and the Company's stockholders, governmental or regulatory agencies and third parties; the combined company’s ability to achieve the synergies, recurring net investment income and value creation contemplated by the proposed transactions; uncertainty as to whether the combined company will be able to perform as well as funds managed by MAST; uncertainty as to the integration, prospects, distributions and investment performance of the combined company; the ability of each company to retain its senior executives and maintain relationships with business partners pending consummation of the merger; the impact of legislative, regulatory and competitive changes; and the diversion of management time on transaction-related issues. There can be no assurance that the merger will in fact be consummated. Additional information concerning these and other factors can be found in GECC’s registration statement and proxy/prospectus (when filed) as well as in the Company’s and Great Elm’s respective filings with the SEC, including Great Elm’s (filed as Unwired Planet’s) April 2016 proxy statement. Each of the Company, MAST, Great Elm and GECC assume no obligation, and expressly disclaim any duty to, update any forward-looking statements contained in this document or to conform prior statements to actual results or revised expectations except as required by law. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	FULL CIRCLE CAPITAL CORPORATION
	(Registrant)

Dated: June 27, 2016	By:	/s/ Michael J. Sell
	Name:	Michael J. Sell
	Title:	Chief Financial Officer, Treasurer and Secretary

EXHIBIT INDEX

Exhibit Number		Description of Exhibits

2.1		Agreement and Plan of Merger, dated as of June 23, 2016, by and between Full Circle Capital Corporation and Great Elm Capital Corp.*

2.2		Subscription Agreement, dated as of June 23, 2016, by and among Great Elm Capital Corp., Great Elm Capital Group, Inc. and the investment funds signatory thereto*

10.1		Termination Agreement, dated as of June 23, 2016, by and among Full Circle Capital Corporation, Full Circle Advisors, LLC and Full Circle Service Company, LLC

Exhibit 2.1

AGREEMENT AND PLAN OF MERGER

AGREEMENT AND PLAN OF MERGER, dated as of June 23, 2016 (this "Agreement"), by and between Full Circle Capital Corporation, a Maryland corporation (the "Company") and Great Elm Capital Corp., a Maryland corporation ("Newco"). Certain capitalized terms used in this Agreement have the meanings ascribed to them in Section 7.14.

Recitals

Concurrently with the execution and delivery of this Agreement, Newco, Great Elm Capital Group, Inc., a Delaware corporation ("GECG"), and investment funds (the "Funds") managed by MAST Capital Management, LLC, a Delaware limited liability company ("MAST"), are entering into a Subscription Agreement (the "Subscription Agreement") providing for the initial capitalization of Newco with an investment of $30,000,000 in cash by GECG on the date hereof and the contribution by the Funds of the Measurement Date MAST Portfolio, as defined in the Subscription Agreement, immediately before the Effective Time (as defined below). The contributions of cash and the Measurement Date MAST Portfolio are referred to as the "Newco Initial Capitalization."

Following the Newco Initial Capitalization, on the terms and subject to the conditions in this Agreement, the Company will be merged with and into Newco (the "Merger").

Prior to the consummation of the Merger, Newco and Great Elm Capital Management, Inc., a Delaware corporation (the "New Manager"), which will be owned by GECG, will enter into the New Management Agreement pursuant to which the New Manager will provide services to the Surviving Corporation (as defined below), and the Surviving Corporation will enter into certain other agreements.

As provided herein, the Company will declare, and the Exchange Agent (as defined below), as agent on behalf of the Company, will pay, a special cash dividend to the Persons that immediately before the Effective Time are the holders of record of the Company's common stock, par value $0.01 per share (the "Company Common Stock").

The board of directors of Newco has declared that the Merger and the other transactions contemplated by this Agreement (the Merger and such other transactions, collectively, the "Transactions") are advisable and the sole stockholder of Newco, has approved the Merger.

The board of directors of the Company has: (a) adopted a resolution which declares that the Merger and the other Transactions are advisable; (b) directed that the Merger be submitted for consideration at a special meeting of the Company's stockholders (the "Company Special Meeting"); and (c) subject to the other provisions hereof, resolved to recommend that the holders of shares of the Company Common Stock vote to approve the Merger.

The parties intend that, for U.S. federal income tax purposes, (a) the Merger will qualify as a reorganization with respect to the Company under the provisions of Section 368(a) of the United States Internal Revenue Code of 1986 (the "Code") and the Treasury Regulations promulgated thereunder and (b) this Agreement will constitute a plan of reorganization within the meaning of Treasury Regulation Sections 1.368-2(g) and 1.368-3(a).

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Agreement

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

Newco Initial Capitalization; Merger; Closing

1.1

Closing. The closing of the Transactions (the "Closing") will take place not later than 11:00 A.M., New York City time, on the third Business Day after satisfaction or waiver of all of the conditions set forth in Article 5 (other than conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions at the Closing), at the offices of Skadden, Arps, Slate, Meagher & Flom LLP, Four Times Square, New York, New York 10036, unless another time, date or place is agreed to in writing by Newco and the Company. The date on which the Closing actually occurs is the "Closing Date."

1.2

Newco Initial Capitalization; BDC Election.

(a)

Pursuant to the Subscription Agreement, (i) Newco has issued and sold to GECG 30 shares of the common stock, par value $0.01 per share, of Newco ("Newco Common Stock") on the date hereof, and shall issue and sell to GECG at the Closing the aggregate number of shares of Newco Common Stock equal to the GECG Share Consideration, for an aggregate purchase price of $30,000,000 which was paid on the date hereof by GECG by wire transfer of immediately available funds; and (ii) not later than the last Business Day of the month in which the Proxy Statement/Prospectus is mailed to the stockholders of the Company and before Newco files with the Securities and Exchange Commission (the "SEC") pursuant to the Investment Company Act of 1940 (the "Investment Company Act") an election on Form N-54A to be regulated as a "Business Development Company" as defined in Section 2(a)(48) of the Investment Company Act (a "BDC"), Newco shall acquire the Measurement Date MAST Portfolio from the Funds and in consideration thereof Newco shall issue to the Funds an aggregate number of shares of Newco Common Stock equal to the MAST Portfolio Share Consideration. In addition, immediately prior to Newco's acquisition of the Measurement Date MAST Portfolio, (i) Newco and the New Manager shall execute and deliver the New Management Agreement; and (ii) Newco and the other parties thereto shall execute and deliver the Administration Agreement and the Registration Rights Agreement.

(b)

Newco shall file with the SEC pursuant to the Investment Company Act an election on Form N-54A to be regulated as a BDC which election is in effect no later than the first calendar day of the month following the month in which Newco acquires the Measurement Date MAST Portfolio from the Funds.

1.3

Merger. On the Closing Date, subject to and upon the terms and conditions of this Agreement and the applicable provisions of the Maryland General Corporation Law (the "MGCL"), the Company shall be merged with and into Newco pursuant to Section 3-105 of the MGCL, whereupon the separate corporate existence of the Company shall cease and Newco shall continue as the surviving corporation pursuant to the MGCL. Newco, as the surviving corporation in the Merger, is hereinafter sometimes referred to in this Agreement as the "Surviving Corporation." The parties shall cause the Merger to occur by causing articles of merger in a customary form, prepared by the Company and

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reasonably acceptable to Newco (the "Articles of Merger"), to be duly executed, and filed with the Department of Assessments and Taxation of the State of Maryland (the "Department"), in accordance with the relevant provisions of the MGCL. The Articles of Merger shall specify that the Merger shall become effective at 11:59 pm on the date of filing (the "Effective Time").

1.4

Effects of the Merger. The effects of the Merger shall be as provided in this Agreement, the Articles of Merger and the applicable provisions of the MGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time all property, rights, privileges, powers and franchises of the Company and Newco shall vest in the Surviving Corporation, and all obligations, debts, liabilities and duties of the Company and Newco shall become the obligations, debts, liabilities and duties of the Surviving Corporation.

1.5

Organizational Documents of the Surviving Corporation. At the Effective Time, and without any further action on the part of the Company or Newco, the articles of incorporation of Newco, as in effect immediately prior to the Effective Time, shall be the articles of incorporation of the Surviving Corporation until thereafter amended in accordance with the MGCL and as provided in such articles of incorporation. At the Effective Time, and without any further action on the part of the Company or Newco, the bylaws of Newco, as in effect immediately prior to the Effective Time, shall be the bylaws of the Surviving Corporation until thereafter amended in accordance with the MGCL and as provided in such bylaws.

1.6

Directors and Officers of the Surviving Corporation. The directors of Newco, as of immediately prior to the Effective Time together with the two directors of the Company listed in Section 1.6 of the disclosure letter, dated as of the date of this Agreement, delivered by the Company to Newco concurrent with the execution and delivery of this Agreement (the "Company Disclosure Letter") shall, from and after the Effective Time, be the directors of the Surviving Corporation until their successors shall have been duly elected or appointed or qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation's organizational documents and the MGCL. Immediately following the Effective Time, the board of directors of the Surviving Corporation shall be classified and constituted as follows: (a) two directors (which shall serve a one-year term beginning at the Effective Time) which shall consist of one independent director designated by the Company and one independent director designated by the Funds; (b) two directors (which shall serve a two-year term beginning at the Effective Time) which shall consist of one director designated by the Company and one independent director designated by the Funds; and (c) one director (which shall serve a three-year term beginning at the Effective Time) who shall be the Chief Executive Officer of the Surviving Corporation or his or her designee, after which each class of directors shall serve three-year terms. The officers of Newco at the Effective Time shall, from and after the Effective Time, be the initial officers of the Surviving Corporation until their successors shall have been duly elected or appointed or qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation's bylaws.

1.7

Treatment of the Capital Stock of the Company and Newco.

(a)

At the Effective Time, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than any share of Company Common Stock to be cancelled pursuant to Section 1.7(c)) automatically shall be converted into

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an amount of the common stock, par value $0.01 per share, of the Surviving Corporation (the "Surviving Corporation Common Stock") equal to the Exchange Ratio, subject to the provisions of Section 1.7(f) in respect of fractional shares.

(b)

At the Effective Time, each share of Newco Common Stock issued and outstanding immediately prior to the Effective Time (including each share issued in the Newco Initial Capitalization) shall be converted into and become one validly issued, non-assessable fully paid share of Surviving Corporation Common Stock.

(c)

At the Effective Time, any shares of Company Common Stock owned by Newco immediately prior to the Effective Time shall, at the Effective Time, be cancelled and shall cease to exist, and no consideration shall be delivered in exchange therefor.

(d)

At the Effective Time, each share of Company Common Stock converted into Surviving Corporation Common Stock and cash in lieu of fractional shares shall be automatically cancelled and shall cease to exist, and the holders of shares of Company Common Stock that are registered through Cede & Co., as nominee ("Book Entry Shares") and the holders of certificates, if any, that, immediately prior to the Effective Time, represented outstanding shares of Company Common Stock (the "Certificates") shall cease to have any rights with respect thereto other than (i) the right to receive Surviving Corporation Common Stock and cash in lieu of fractional shares, without any interest thereon, for each such share of Company Common Stock, (ii) the right to receive the Special Dividend and (iii) the right to any dividends or other distribution on the Surviving Corporation Common Stock as provided in Section 1.8(h). The former beneficial owners of Book Entry Shares and the former holders of Certificates, if any (other than Cede & Co.), are sometimes collectively referred to herein as the "Registered Stockholders."

(e)

If at any time between the date of this Agreement and the Effective Time any change in the number of issued or outstanding shares of Company Common Stock or Newco Common Stock shall occur as a result of a reclassification, recapitalization, share split (including a reverse share split), or combination, exchange or readjustment of shares, or any share dividend or share distribution (including any dividend or distribution of securities convertible into Company Common Stock or Newco Common Stock) with a record date during such period, the Exchange Ratio shall be equitably adjusted to reflect such change.

(f)

No fraction of a share of Surviving Corporation Common Stock will be issued by virtue of the Merger, but in lieu thereof each Registered Stockholder that would otherwise be entitled to a fraction of a share of Surviving Corporation Common Stock (after aggregating into whole shares to the extent possible any fractional shares of Surviving Corporation Common Stock that otherwise would be received by such holder) shall, upon surrender of such holder's Certificates or Book Entry Shares or in the case of a lost, stolen or destroyed certificate, upon delivery of an affidavit in the manner provided in Section 1.8(g), receive an amount of cash (rounded to the nearest whole cent), without interest, equal to the product of: (i) the amount of the fractional share of Surviving Corporation Common Stock to which such Registered Stockholder would, but for this Section 1.7(f), be entitled under Section 1.7(a) and (ii) the average of the per share closing prices of the Company Common Stock reported on the NASDAQ Global Select Market ("NASDAQ") for the three consecutive trading days ending on and including the trading day immediately preceding the Closing Date.

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1.8

Exchange of Shares.

(a)

Prior to the filing of the Registration Statement, Newco shall appoint a United States bank or trust company or other independent financial institution in the United States (the "Exchange Agent") that is reasonably acceptable to the Company to act, among other things, as exchange agent for the Merger and to deliver to former Registered Stockholders the amounts of Surviving Corporation Common Stock and cash in lieu of fractional shares to which each of them is entitled. Newco and the Company shall enter into an exchange agent agreement with the Exchange Agent, which agreement shall set forth the duties, responsibilities and obligations of the Exchange Agent consistent with the terms of this Agreement. The Surviving Corporation shall make available to the Exchange Agent shares of Surviving Corporation Common Stock and necessary cash in an amount sufficient for payment in lieu of fractional shares pursuant to Section 1.7(f) and any dividends or distribution which holders of shares of Company Common Stock may be entitled pursuant to Section 1.8(h). At the Closing, (i) the Company shall deposit with the Exchange Agent funds sufficient to pay the Special Dividend and such funds shall be segregated for such purpose and (ii) Newco shall deposit, or shall cause to be deposited, with the Exchange Agent, certificates representing the number of shares of Surviving Corporation Common Stock to be issued pursuant to Section 1.7(b), an amount of cash sufficient to fund any cash payment in lieu of fractional shares that may be required pursuant to Section 1.7(f), and the aggregate amount of any dividend or distribution to which Registered Stockholders may be entitled pursuant to Section 1.8(h) (such cash and certificates for Surviving Corporation Common Stock being hereinafter referred to as the "Consideration Fund").

(b)

Promptly after the Effective Time (and in any event within five Business Days after the Effective Time), the Surviving Corporation shall cause the Exchange Agent to mail to each Registered Stockholder whose shares were converted into Surviving Corporation Common Stock: a letter of transmittal, in customary form, and instructions for use, the form and substance of which letter of transmittal and instructions shall be substantially and reasonably agreed to by the Company and Newco and prepared prior to the Closing. Upon receipt of an "agent's message" by the Exchange Agent in connection with the transfer of a Book Entry Share or surrender of a Certificate for cancellation to the Exchange Agent, in each case together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, and with such other documents as may be required pursuant to such instructions, the holder of such Book Entry Share or Certificate shall be entitled to receive in exchange therefor, subject to any required withholding of Taxes, (i) the aggregate amount of shares of Surviving Corporation Common Stock and cash in lieu of fractional shares due in respect of the shares of Company Common Stock formerly represented by such Book Entry Share or Certificate, (ii) the aggregate amount of the Special Dividend due in respect thereof and (iii) any dividends or distributions payable with respect to such shares of Surviving Corporation Common Stock, and the Book Entry Share so transferred or Certificate so surrendered shall forthwith be cancelled. No interest will be paid to holders of Book Entry Shares or Certificates in connection with, or accrued on, the shares of Surviving Corporation Common Stock and cash in lieu of fractional shares to which such holders are entitled, or on any other amount payable as provided above. If any shares of Surviving Corporation Common Stock or cash in lieu of fractional shares are to be delivered or paid to a Person other than a Registered Stockholder in whose name the Book Entry Share transferred or Certificate surrendered in exchange therefor is registered, it shall be a condition of such exchange that the Person requesting such exchange shall pay to

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the Exchange Agent any transfer or other Taxes required by reason of such delivery or payment to a Person other than the Registered Stockholder owning the Book Entry Share transferred or Certificate surrendered, or shall establish to the reasonable satisfaction of the Exchange Agent that such Tax has been paid or is not applicable.

(c)

Any cash in the Consideration Fund shall be invested by the Exchange Agent as directed by the Surviving Corporation. Earnings on the Consideration Fund in excess of the amounts payable to the Registered Stockholders shall be the sole and exclusive property of the Surviving Corporation and shall be paid to the Surviving Corporation. No investment of the Consideration Fund shall relieve the Surviving Corporation or the Exchange Agent from promptly making the payments required by this Article 1, and following any losses from any such investment, the Surviving Corporation shall promptly provide additional cash funds (which, in the case of any funds used to pay the Special Dividend, shall be treated for all purposes as having been provided on behalf of the Company) to the Exchange Agent for the benefit of the former Registered Stockholders (other than the holders of shares of Company Common Stock to be cancelled pursuant to Section 1.7(c)) in the amount of such losses, which additional funds will be deemed to be part of the Consideration Fund.

(d)

After the Effective Time, there shall be no transfers on the stock transfer books of the Company of the shares of Company Common Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates or Book Entry Shares are presented to the Surviving Corporation or the Exchange Agent for any reason, they shall be cancelled and exchanged for the shares of Surviving Corporation Common Stock and cash in lieu of fractional shares and the Special Dividend to which the holders thereof are entitled pursuant to this Article 1, except as otherwise provided by Law.

(e)

Any portion of the Consideration Fund (including the proceeds of any investments thereof) that remains unclaimed by a Registered Stockholder one year after the Effective Time shall, to the extent permitted by applicable Law, be delivered to the Surviving Corporation for no consideration. Any Registered Stockholder owning Certificates or Book Entry Shares who has not theretofore complied with this Article 1 with respect to such Certificates or Book Entry Shares shall thereafter look only to the Surviving Corporation for payment of their claim for shares of Surviving Corporation Common Stock and cash in lieu of fractional shares (and any amounts owed pursuant to Sections 1.7(f) and 1.8(h)) in respect thereof).

(f)

Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto shall be liable to any Person in respect of cash from the Consideration Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law. If any Certificate or Book Entry Share shall not have been surrendered or transferred, respectively, prior to the date on which any cash otherwise deliverable in respect thereof would otherwise escheat to or become the property of any Governmental Entity pursuant to applicable Law, any such cash shall, to the extent permitted by applicable Law, become the property of the Surviving Corporation, and any Registered Stockholder of such Certificate or Book Entry Share who has not theretofore complied with this Article 1 with respect thereto shall thereafter look only to the Surviving Corporation for payment of their claim for such cash (and any amounts owed pursuant to Sections 1.7(f) and 1.8(h)) in respect thereof.

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(g)

If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact (which affidavit shall be in a form reasonably satisfactory to the Surviving Corporation and the Exchange Agent) by the Person claiming such certificate to be lost, stolen or destroyed, and if required by the Surviving Corporation or the Exchange Agent, the posting by such Person of a bond in such reasonable and customary amount as the Surviving Corporation or the Exchange Agent may so require, the Exchange Agent shall deliver in exchange for such lost, stolen or destroyed Certificate the shares of Surviving Corporation Common Stock and cash in lieu of fractional shares and the amount of the Special Dividend to which such Person is entitled in respect of such Certificate pursuant to this Article 1.

(h)

Whenever a dividend or other distribution is declared or made after the date hereof with respect to Surviving Corporation Common Stock with a record date after the Effective Time, such declaration shall include a dividend or other distribution in respect of all shares of Surviving Corporation Common Stock issuable to a Registered Stockholder pursuant to this Agreement as at that record date. No dividend or other distribution declared or made after the date hereof with respect to Surviving Corporation Common Stock with a record date after the Effective Time and no payment in lieu of fractional shares pursuant to Section 1.7(f) or in respect of the Special Dividend will be paid to the Registered Stockholder owning any unsurrendered Certificates or Book Entry Shares with respect to shares of Surviving Corporation Common Stock represented thereby until the Registered Stockholder of such Certificates or Book Entry Shares shall surrender such Certificates or Book Entry Shares. Subject to applicable Law, following surrender of any such Certificates or Book Entry Shares, the Exchange Agent shall deliver to the Registered Stockholder of such Certificates or such Book Entry Shares, as applicable, without interest (i) promptly after such surrender, such number of whole shares of Surviving Corporation Common Stock issued in exchange for the shares of Company Common Stock represented by such Certificates or Book Entry Shares converted pursuant to Section 1.7(a), along with payment in lieu of fractional shares pursuant to Section 1.7(f), the amount of the Special Dividend payable in respect of such shares and the amount of any such dividends or other distributions with a record date after the Effective Time and theretofore paid with respect to such whole shares of Surviving Corporation Common Stock and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time and a payment date subsequent to such surrender payable with respect to such whole shares of Surviving Corporation Common Stock.

1.9

Withholding Rights. The Exchange Agent and the Surviving Corporation shall be entitled to deduct and withhold from any amounts payable pursuant to this Agreement such amounts as may be required under the Code or any other provision of applicable federal, state, local or foreign tax Law (and to perform any actions that may be required in this context). To the extent that such amounts are so deducted or withheld and are paid over to the applicable Governmental Entity, such deducted or withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of whom such deduction or withholding was made.

1.10

Tax Treatment. For all federal income tax purposes, to the fullest extent permitted by applicable Law, the parties shall treat the payments of the Special Dividend by the Exchange Agent, as agent on behalf of the Company, pursuant to this Article 1 as a payment of a dividend considered to have been paid by the Company in the Company's last federal income tax year pursuant to Section 855 of the Code.

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Representations and Warranties of the Company. Except as disclosed (i) in the Company SEC Reports (as defined below) filed by the Company prior to the date of this Agreement (including exhibits and other information incorporated by reference therein, without giving effect to any amendment or supplement to any Company SEC Reports filed on or after the date of this Agreement and excluding any disclosures set forth in any "risk factors" or "forward-looking statements" sections to the extent they are cautionary, predictive or forward-looking in nature) or (ii) in the Company Disclosure Letter, the Company represents and warrants to Newco as follows:

2.1

Organization. Each of the Company and its Subsidiaries is a corporation or other entity duly organized, validly existing and (to the extent applicable) in good standing under the Laws of the jurisdiction of its incorporation or organization and has the requisite entity power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted, to own and use its assets in the manner in which its assets are currently used, and to perform its obligations under the Company Material Contracts (as defined below), except where the failure to be so existing and in good standing, or to have such power and authority, would not have a Company Material Adverse Effect. Each of the Company and its Subsidiaries is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the nature of the business conducted by it makes such qualification or licensing necessary, except where the failure to be so duly qualified, licensed and in good standing would not have a Company Material Adverse Effect. The Company has duly elected to be regulated as a BDC pursuant to the Investment Company Act and such election has not been revoked or withdrawn and is in full force and effect. The Company has made available to Newco a copy of its articles of incorporation and bylaws, as currently in effect, and the Company is not in violation of any provision of its articles of incorporation or bylaws.

2.2

Capitalization; Subsidiaries.

(a)

The authorized capital stock of the Company consists of 100,000,000 shares of Company Common Stock, of which not more than 22,472,243 were issued and outstanding as of the date hereof. All the outstanding shares of the Company's capital stock are duly authorized, validly issued, fully paid, non-assessable and free of preemptive rights. There are no (i) options, warrants, calls, subscriptions or other rights, convertible securities, agreements or commitments of any character obligating the Company or any of its Subsidiaries to issue, transfer or sell any shares of capital stock or other equity interest in the Company or any of its Subsidiaries or securities convertible into or exchangeable for such shares or equity interests or any rights or obligations relating to the value of such interests, (ii) contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any capital stock of the Company or any of its Subsidiaries or (iii) voting trusts or similar agreements to which the Company is a party with respect to the voting of the capital stock of the Company. All of the Company Common Stock issued and sold by the Company has been sold by the Company pursuant to an effective registration statement filed under the Securities Act of 1933 (the "Securities Act") or an appropriate exemption therefrom and in accordance with the Investment Company Act.

(b)

All of the outstanding shares of capital stock or equivalent equity interests of each of the Company's Subsidiaries are owned of record and beneficially, directly or indirectly, by the Company free and clear of all Encumbrances. Section 2.2(b) of the Company Disclosure Letter sets forth, as of the date hereof, the name and jurisdiction of incorporation of each Subsidiary of the Company.

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2.3

Authorization; Validity of Agreement; Company Action. The Company has the requisite corporate power and authority to execute and deliver this Agreement and, subject to the approval of the Merger by holders of a majority of the outstanding shares of Company Common Stock (the "Company Stockholder Approval"), to perform its obligations hereunder and consummate the Merger and the other Transactions. The execution, delivery and performance by the Company of this Agreement, and the consummation by the Company of the Merger, have been duly authorized by its board of directors and, subject to receipt of the Company Stockholder Approval and the filing of the Articles of Merger with the Department as required by the MGCL, no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement and the consummation by it of the Merger and the other Transactions. This Agreement has been duly executed and delivered by the Company and, subject to receipt of the Company Stockholder Approval (and assuming due and valid authorization, execution and delivery hereof by the other parties hereto), is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting creditors' rights and remedies generally and (ii) general principles of equity (together with (i), the "Enforceability Exceptions").

2.4

Consents and Approvals; No Violations. Neither the execution, delivery or performance of this Agreement by the Company nor the consummation by the Company of the Transactions will (i) violate any provision of the articles of incorporation or bylaws (or equivalent organizational documents) of the Company, (ii) assuming that the consents, approvals, and filings referred to in Section 2.4 of the Company Disclosure Letter are duly obtained and/or made, 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 of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which the Company or any of its Subsidiaries is a party or by which its assets are bound, (iii) assuming that the consents, approvals and filings listed in Section 2.4 of the Company Disclosure Letter are duly obtained and/or made, violate any Law applicable to the Company or any of its Subsidiaries or (iv) require on the part of the Company any filing or registration with, notification to, or authorization, consent or approval of, any Governmental Entity; except in the case of clauses (ii), (iii) and (iv) for such violations, breaches, defaults, terminations, cancellations or accelerations that, or filings, registrations, notifications, authorizations, consents or approvals the failure of which to make or obtain, would not have a Company Material Adverse Effect.

2.5

Reports; Regulatory Matters.

(a)

The Company has filed all reports and other documents with the SEC that were required to be filed or furnished by the Company since June 30, 2013 (the documents filed during such period by the Company, the "Company SEC Reports"), and has paid, in each case, all fees and assessments due and payable in connection therewith. As of their respective filing dates, the Company SEC Reports (i) complied as to form in all material respects with, to the extent in effect at the time of filing, the applicable requirements of

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the Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act"), the Investment Company Act, the Securities Act and the Securities Exchange Act of 1934 (the "Exchange Act"), and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

(b)

The Company has made available to Newco all correspondence with the SEC since June 30, 2013 and, as of the date of this Agreement, there are no outstanding or unresolved comments from the SEC with respect to any of the Company SEC Reports or any SEC examinations of the Company and, as of the date of this Agreement, to the knowledge of the Company, none of the Company SEC Reports is subject to any ongoing review by the SEC.

(c)

As of the date hereof, to the knowledge of the Company, there are no pending proceedings or investigations by a Governmental Entity with respect to the Company or its business operations. Neither the Company nor any of its Subsidiaries is subject to any regulatory exam or investigation or cease-and-desist or other order or enforcement action issued by, or is a party to any consent agreement or memorandum of understanding with, or is subject to any commitment letter or similar undertaking to, any Governmental Entity that restricts the conduct of its business or that relates to its capital adequacy, its ability to pay dividends, its credit, risk management or compliance policies, its internal controls, its management or its business, other than those of general application that apply to similarly situated BDCs or their Subsidiaries, nor has the Company or any of its Subsidiaries been advised in writing or, to the knowledge of the Company, verbally, since June 30, 2013 by any Governmental Entity that is considering issuing, initiating, ordering or requesting any of the foregoing or initiating an examination or investigation with respect to the foregoing.

2.6

Company Financial Statements; Internal Controls.

(a)

Each of the financial statements (including the related notes thereto and the related consolidated schedules of investments) of the Company included in the Company SEC Reports (i) was prepared in accordance with generally accepted accounting principles in the United States ("GAAP") (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) and (ii) presented fairly in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended (subject, in the case of unaudited statements, to normal year-end adjustments) in conformity with GAAP on a consistent basis throughout the periods involved (except as may be indicated therein or in the notes thereto).

(b)

Since June 30, 2013, (i) neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any director, officer, employee, auditor, accountant or representative of the Company or any of its Subsidiaries, has received written notice of any complaint, allegation, assertion or claim that the Company or any of its Subsidiaries has engaged in questionable or illegal accounting or auditing practices or maintains inadequate internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act), and (ii) no attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has notified the Company or its board of directors or any committee thereof of evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents.

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(c)

To the Company's knowledge, since June 30, 2013, each of KPMG LLP and RSM US LLP (formerly McGladrey LLP), which has expressed its opinion with respect to the financial statements of the Company and its Subsidiaries included in the Company SEC Reports (including the related notes), has been (i) "independent" with respect to the Company and its Subsidiaries within the meaning of Regulation S-X and (ii) in compliance with subsections (g) through (l) of Section 10A of the Exchange Act and the related rules of the SEC and the Public Company Accounting Oversight Board.

(d)

The fair market value of the Company's investments as of December 31, 2015 (i) is in accordance with FASB Accounting Standards Codification, " Fair Value Measurements and Disclosures (Topic 820) ", issued by the Financial Accounting Standards Board and (ii) represents the fair value of such assets as determined in good faith, after due inquiry, by the board of directors of the Company.

(e)

The Company and its Subsidiaries have established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 under the Exchange Act) ("internal controls"). Those internal controls are sufficient to provide reasonable assurance regarding the reliability of the Company's financial reporting and the preparation of the Company's financial statements for external purposes in accordance with GAAP. The Company has disclosed, based on its most recent evaluation of internal controls prior to the date of this Agreement, to the Company's auditors and audit committee (i) any significant deficiencies and material weaknesses in the design or operation of internal controls that are reasonably likely to adversely affect the Company's ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in internal controls. Each of the Company and its Subsidiaries has substantially addressed any such deficiency, material weakness or fraud. Each of the principal executive officer and the principal financial officer of the Company (or each former principal executive officer and each former principal financial officer of the Company, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the Sarbanes-Oxley Act and the rules and regulations of the SEC promulgated thereunder with respect to the Company SEC Reports, and the statements contained in such certifications were true and correct on the date such certifications were made and such officers would be able to make such certifications as of the date hereof and as of the Closing Date as if required to be made on such date. Neither the Company nor any of its Subsidiaries has any outstanding "extensions of credit" or has arranged any outstanding "extensions of credit" to directors or executive officers in violation of Section 402 of the Sarbanes-Oxley Act and the rules and regulations of the SEC promulgated thereunder.

(f)

The Company and its Subsidiaries maintain "disclosure controls and procedures" (as defined in Rule 13a-15 under the Exchange Act). The Company's disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded and reported on a timely basis and is accumulated and communicated to the Company's "principal executive officer" and its "principal financial officer" (as those terms are defined in the Sarbanes-Oxley Act).

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2.7

No Undisclosed Liabilities. Except for (a) liabilities and obligations incurred in the ordinary course of business, (b) liabilities and obligations disclosed in the Company SEC Reports, (c) liabilities and obligations incurred in connection with the Transactions, (d) liabilities and obligations that would not have a Company Material Adverse Effect and (e) other liabilities and obligations that are otherwise the subject of any other representation or warranty in this Article 2, since December 31, 2015, neither the Company nor any of its Subsidiaries has incurred any liabilities or obligations that would be required to be reflected or reserved against in a consolidated balance sheet of the Company and its Subsidiaries prepared in accordance with GAAP.

2.8

Absence of Certain Changes. Except as contemplated by this Agreement, since December 31, 2015, the Company (a) has conducted its business in all material respects only in the ordinary course of business consistent with past practice and (b) has not suffered a Company Material Adverse Effect.

2.9

Employee Benefit Plans; ERISA. Neither the Company nor any of its Subsidiaries has contributed to or has any liability or obligation under, any Benefit Plan, nor is any of them an ERISA Affiliate of any Benefit Plan.

2.10

Litigation. As of the date hereof, there is no action, claim, suit, proceeding or governmental investigation (each an "Action") pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries or any of their respective properties or assets that could reasonably be expected to have a Company Material Adverse Effect or to adversely affect the validity of any of the actions to be taken at the Closing or the enforceability of this Agreement or the Subscription Agreement or to prevent or materially delay the Closing.

2.11

Compliance with Law.

(a)

Except as would not have a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries is in violation of, or in default under, any Law, in each case, applicable to the Company or any of its Subsidiaries, including, if and to the extent applicable, the Investment Company Act, the Investment Advisers Act of 1940 (the "Investment Advisers Act"), the Code, the Securities Act, and the Exchange Act. The Company has been operated since June 30, 2013 in compliance with all listing standards and corporate governance standards of the NASDAQ or other listing exchange or self-regulating organization applicable to the Company or its Subsidiaries, other than as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

(b)

The Company has complied since June 30, 2013 and is in compliance, in all material respects, with its investment policies and restrictions and portfolio valuation methods, if any, as such policies and restrictions may be set forth in its registration statement, offering circulars, indentures or plan documents (as they may be amended from time to time) and applicable Laws, if any, other than any non-compliance that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

(c)

The Company has written policies and procedures adopted pursuant to Rule 38a-1 under the Investment Company Act that are reasonably designed to prevent material violations of the "Federal Securities Laws" (as defined in Rule 38a-1(e)(1) under the

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Investment Company Act). Since January 1, 2016, there have been no "Material Compliance Matters" for the Company, as such term is defined in Rule 38a-1(e)(2) under the Investment Company Act, other than those that have been reported to the Company's board of directors and satisfactorily remedied or are in the process of being remedied or those that would not have a Company Material Adverse Effect.

(d)

No "affiliated person" (as defined under the Investment Company Act) of the Company has been subject to disqualification to serve in any capacity contemplated by the Investment Company Act under Sections 9(a) and 9(b) of the Investment Company Act, unless, in each case, such Person has received exemptive relief from the SEC with respect to any such disqualification.

(e)

Except as would not have a Company Material Adverse Effect, the Company and its Subsidiaries (i) are and have been at all times in compliance with the applicable money laundering statutes of all jurisdictions having jurisdiction over the Company and its Subsidiaries and (ii) have not, directly or indirectly, taken any action that would cause the Company or its Subsidiaries to be in violation of the United States Foreign Corrupt Practices Act of 1977 (the "FCPA"), or any other anticorruption or anti-bribery Laws applicable to the Company or its Subsidiaries.

(f)

Since December 31, 2014, the Company has not received any written notification, or to the Company's knowledge, oral notification from a Governmental Entity asserting that it is not in compliance in all material respects with any material Laws except for any such notification that would not have a Company Material Adverse Effect.

2.12

Material Contracts.

(a)

Section 2.12(a) of the Company Disclosure Letter sets forth a list of each written contract to which the Company or any Subsidiary thereof is a party or by which any of their respective properties or assets is bound which:

(i)

contains any covenant expressly limiting the ability of the Company and its Affiliates to (A) engage in a line of business or compete with any Person in a line of business or (B) declare or pay any dividends;

(ii)

creates a material partnership, joint venture or similar arrangement that was not entered into in the ordinary course of business;

(iii)

relates to indebtedness incurred by the Company or any of its Subsidiaries having a principal amount in excess of $2,000,000;

(iv)

obligates the Company or any Subsidiary to conduct any business that is material to the Company on an exclusive basis with any third party;

(v)

involves future payment obligations (including settlement agreements), committed expenditures or commitments to borrowers or derivatives counterparties by the Company or any Subsidiary in excess of $1,000,000 in the aggregate on or after the date of this Agreement and that is not terminable by the Company on ninety days' notice or less;

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(vi)

was entered into after June 30, 2013 and relates to the acquisition or disposition by the Company or any Subsidiary of any business or operations involving value in excess of $2,000,000 as to which there are any material ongoing obligations of the Company; or

(vii)

is an order or consent of a Governmental Entity to which the Company or its Subsidiaries is subject.

(b)

Each contract listed in Section 2.12(a) of the Company Disclosure Letter and each "material contract" as defined in Item 601(b)(10) of Regulation S-K under the Securities Act is a "Company Material Contract." Each Company Material Contract is valid and binding on the Company or one or more of its Subsidiaries and, to the knowledge of the Company, each other party thereto, as applicable, and in full force and effect (except that such enforcement may be subject to the Enforceability Exceptions) and to the knowledge of the Company there is no event or condition which has occurred or exists, which constitutes a material default thereunder.

2.13

Insurance.

(a)

Section 2.13 of the Company Disclosure Letter contains a list of all material insurance policies that are owned by the Company or its Subsidiaries and that name the Company or a Subsidiary as an insured, including, without limitation, fidelity or surety bonds and self-insurance arrangements and those which pertain to the assets, employees, agents or operations of the Company or its Subsidiaries (each, a "Company Insurance Policy").

(b)

Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, as of the date of this Agreement, neither the Company nor any of its Subsidiaries has received any written notice of: (a) a cancellation or invalidation of any Company Insurance Policy; or (b) a refusal or denial of any material coverage, reservation of rights or rejection of any material claim under any Company Insurance Policy.

2.14

Taxes. Except as has not had, and would not reasonably be expected to have, a Company Material Adverse Effect:

(a)

Each of the Company and its Subsidiaries has timely filed, or has caused to be timely filed on its behalf, all Tax Returns required to be filed by it, and all such Tax Returns (taking into account any applicable amendments) are true, complete and accurate. Each of the Company and its Subsidiaries has timely paid, or caused to be timely paid on its behalf, all Taxes required to be paid by it. Each of the Company and its Subsidiaries has complied in all respects with all applicable Laws relating to the payment and withholding of Taxes (including withholding of Taxes pursuant to Sections 1441, 1442 and 3402 of the Code or any comparable provision of any state, local or foreign Laws) and, within the time and in the manner prescribed by applicable Law, paid over to the proper Governmental Entity all amounts required to be so withheld and paid over under applicable Laws.

(b)

The most recent financial statements contained in the Company SEC Reports filed prior to the date of this Agreement reflect, in accordance with GAAP, an adequate reserve for all Taxes of the Company and its Subsidiaries not yet due and payable for all taxable periods through the date of such financial statements.

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(c)

There is no audit, examination, deficiency, refund claim, proposed adjustment, or Action with respect to any Taxes or Tax Return of the Company or its Subsidiaries, and neither the Company nor any of its Subsidiaries has received written notice of any claim made by a Governmental Entity in a jurisdiction where the Company or any of its Subsidiaries, as applicable, does not file a Tax Return, that the Company or such Subsidiary is or may be subject to Tax by that jurisdiction. No deficiency with respect to any Taxes has been proposed, asserted or assessed in writing against the Company or any of its Subsidiaries that has not been paid in full.

(d)

There are no outstanding written agreements, consents or pending requests to waive or extend the statutory period of limitations applicable to the assessment or collection of any Taxes of, or deficiencies against, the Company or any of its Subsidiaries, and no power of attorney granted by either the Company or any of its Subsidiaries with respect to any Taxes or Tax Returns is currently in force.

(e)

Neither the Company nor any of its Subsidiaries is a party to any agreement providing for the allocation or sharing of Taxes of any individual or other Person (other than (i) such agreements entered into in the ordinary course of business consistent with past practice, the primary focus of which is not Taxes and (ii) agreements solely with or among the Company or any of its Subsidiaries), and neither the Company nor any of its Subsidiaries (A) has been a member of an affiliated group (or similar state, local or foreign filing group) filing a consolidated U.S. federal income Tax Return (or similar state, local or foreign group Tax Return) (other than the group the common parent of which is the Company or a subsidiary of the Company) or (B) has any liability for the Taxes of any Person (other than the Company or any of its Subsidiaries) (1) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), or (2) as a transferee or successor, by contract or otherwise, other than pursuant to agreements entered into in the ordinary course of business consistent with past practice, the primary focus of which is not Taxes.

(f)

There are no material Encumbrances for Taxes (other than statutory Encumbrances for current Taxes not yet due and payable or being contested in good faith and for which adequate reserves were made on the Company SEC Reports in accordance with GAAP) on the assets of the Company and its Subsidiaries.

(g)

In the last five years, neither the Company nor any of its Subsidiaries has constituted a "distributing corporation" or a "controlled corporation" in a distribution of stock to which Section 355 of the Code (or so much of Section 356 of the Code as relates to Section 355 of the Code) applied or was intended to apply.

(h)

Neither the Company nor any of its Subsidiaries has participated in a "listed transaction" within the meaning of Treasury Regulation Section 1.6011-4(b)(2).

(i)

The Company made a valid election under Part I of Subchapter M of Subtitle A, Chapter 1, of the Code to be taxed as a "regulated investment company" (a "RIC"). The Company has qualified as a RIC at all times since its formation and expects to continue to so qualify through the Effective Time. No challenge to the Company's status as a RIC is pending or has been threatened in writing. The Company has not at any time since its formation been liable for, nor is it now liable for, any income or excise Tax pursuant to Sections 852 or 4982 of the Code, in the case of Section 4982 of the Code determined as if the Closing Date were the end of the calendar year. The Company has no earnings

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or profits accumulated with respect to any taxable year in which the provisions of Subchapter M of Subtitle A, Chapter 1, of the Code did not apply. The Company is not now and will not be subject to corporate-level taxation on the sale of any assets currently held by it as a result of the application of Section 337(d) of the Code and the Treasury Regulations thereunder. All dividends (as defined in Section 316 of the Code) paid by the Company at any time on or before the Closing Date shall have been deductible pursuant to the dividends paid deduction under Section 562 of the Code. The Company is in compliance in all respects with applicable Treasury Regulations pertaining to the reporting of dividends and other distributions on and redemptions of its shares of beneficial interest and has withheld in respect of dividends and other distributions and paid to the proper Governmental Entity all Taxes required to be withheld, and is not liable for any penalties which could be imposed thereunder.

(j)

Neither the Company nor any of its Subsidiaries has taken any action or has knowledge of any fact or circumstance that could reasonably be expected to prevent the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code with respect to the Company.

2.15

Investment Assets.

(a)

Each of the Company and its Subsidiaries has good title to the securities, evidences of indebtedness and other financial instruments (including, without limitation, swaps and other derivatives) owned by it, and holds such assets free and clear of any material Encumbrances, except to the extent such securities, indebtedness or other financial instruments, as applicable, are pledged in the ordinary course of business consistent with past practice to secure obligations of the Company or its Subsidiaries and except for Encumbrances consisting of restrictions on transfer imposed under applicable Laws or agreed to in respect of investments entered into in the ordinary course of business.

(b)

Section 2.15(b) of the Company Disclosure Letter sets forth an accurate and complete schedule of the securities, evidences of indebtedness and other financial instruments owned by the Company and its Subsidiaries as of the close of business on the day preceding the date of this Agreement, and reflects with respect to each such investment (i) the Company's internal credit quality rating of each investment as of March 31, 2016, (ii) whether the investment is on non-accrual status as of March 31, 2016 or that is in default (whether payment or otherwise) and (iii) whether the investment is treated as a "qualifying asset" under Section 55(a) of the Investment Company Act. Except as set forth on Section 2.15(b) of the Company Disclosure Letter, to the knowledge of the Company, at the date of this Agreement, there is no material proceeding pending or threatened against or relating to any issuer of any of the listed investments that reasonably would be expected to adversely affect the value of such investment.

2.16

Real Property . Neither the Company nor any of its Subsidiaries owns or leases any real property in fee (or equivalent interest in the applicable jurisdiction).

2.17

Intellectual Property. Each of the Company and its Subsidiaries owns, or has the right to use, pursuant to valid licenses or otherwise, all Intellectual Property necessary to conduct the business of the Company and, as applicable, its Subsidiaries, except for any such Intellectual Property rights that, if not possessed by the Company or its Subsidiaries, would not have a Company Material Adverse Effect. Except as would not have a Company Material Adverse Effect, to the knowledge of the Company (a) the

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business of the Company and its Subsidiaries, as currently conducted, does not infringe, misappropriate, or otherwise violate any Person's Intellectual Property, and as of the date hereof there is no such claim pending or threatened in writing against the Company or any the Subsidiary of the Company and (b) no Person is infringing, misappropriating or otherwise violating any Intellectual Property owned by the Company or any the Subsidiary of the Company.

2.18

Labor Matters. Neither the Company nor any of its Subsidiaries has ever had any employees.

2.19

Information Supplied For Use In Securities Filings. The information supplied or to be supplied in writing by or on behalf of the Company or any of its Subsidiaries expressly for inclusion or incorporation by reference in the Registration Statement will not, at the time the Registration Statement is filed with the SEC, and at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein, in light of the circumstances under which they are made, not misleading and (b) the Proxy Statement/Prospectus will not, at the date it or any amendment or supplement is mailed to stockholders of the Company and at the time of the Company Special Meeting, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances in which they are made, not misleading. The Proxy Statement/Prospectus will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder.

2.20

Board Vote; Company Stockholder Approval; Takeover Statutes. The board of directors of the Company, at a meeting duly called and held, has, at the unanimous recommendation of a special committee of the board of directors (the "Special Committee"), by unanimous vote of all directors, (a) adopted a resolution which declares the Merger and the other Transactions to be advisable, (b) directed that the Merger be submitted for consideration at a meeting of the Company's stockholders and (c) subject to the provisions of this Agreement, resolved to recommend that the stockholders of the Company vote to approve the Merger (the recommendation described in clause (c) is the "Company Recommendation"). As of the date of this Agreement, none of such actions by the Company's board of directors has been amended, rescinded, or modified. The Company has taken all action necessary to render inapplicable to the Merger and the other Transactions, the restrictions on business combinations contained in Subtitle 6 of Title 3 of the MGCL and Subtitle 7 of Title 3 of the MGCL. No other "business combination," "control share acquisition," "fair price," "moratorium" or other takeover or anti-takeover statute or similar federal or state Law (collectively, "Takeover Statutes") are applicable to this Agreement, the Merger or the other Transactions. No dissenters', appraisal or similar rights are available to the holders of Company Common Stock with respect to the Merger and the other Transactions. Each holder of a share of Company Common Stock entitled to vote at the Company Special Meeting is entitled to one vote per share.

2.21

Brokers or Finders. No investment banker, broker, finder, consultant or intermediary other than Houlihan Lokey Capital, Inc., the fees and estimated expenses of which will be paid by the Company and deducted in the calculation described in Section 4.2, 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 the Company or any of its Subsidiaries.

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2.22

Opinion of Financial Advisors. The Special Committee has received the opinion of Houlihan Lokey Capital, Inc., dated the date of the meeting of the Special Committee at which the Special Committee resolved to recommend to the board of directors of the Company that it approve this Agreement, to the effect that, as of such date, and based upon and subject to the assumptions, qualifications, limitations and other matters considered in connection with the preparation of such opinion, the Per Share Consideration provided for in the Merger pursuant to this Agreement was fair, from a financial point of view, to the holders of Company Common Stock.

2.23

No Other Representations. Except for the representations and warranties contained in this Article 2, neither the Company or any Subsidiary of the Company nor any other Person acting on behalf of the Company or any such Subsidiary makes any representation or warranty, express or implied.

2.24

Investigation . The Company has conducted its own independent review and analysis of Newco and the MAST Portfolio Assets and has been provided access to information regarding the MAST Portfolio Assets for this purpose. In entering into this Agreement, the Company has relied solely upon its own investigation and analysis and the investigation by employees of Full Circle Advisors LLC on the Company's behalf, and the Company acknowledges that, except for the representations and warranties of Newco in Article 3 and the representations and warranties made in the Subscription Agreement, none of Newco nor any of its respective Representatives makes any representation or warranty, either express or implied, as to the accuracy or completeness of any of the information provided or made available to the Company or any of its Representatives. Without limiting the generality of the foregoing, none of Newco, GECG and MAST nor any of their respective Representatives or any other Person has made a representation or warranty to the Company with respect to (a) any projections, estimates or budgets for Newco or (b) any material, documents or information relating to Newco made available to each of the Company or any of its Representatives in any "data room," confidential information memorandum or otherwise, except as expressly and specifically covered by a representation or warranty in Article 3 or in the Subscription Agreement.

Representations and Warranties of Newco. Except as disclosed in the disclosure letter, delivered by Newco to the Company concurrent with the execution and delivery of this Agreement (the "Newco Disclosure Letter"), Newco represents and warrants to the Company as follows:

3.1

Organization.

(a)

Newco is a corporation duly organized, validly existing and in good standing under the Laws of the State of Maryland. On the Closing Date, Newco will be duly qualified or licensed to do business and in good standing in each jurisdiction in which the nature of the business to be conducted by the Surviving Corporation from and after the Effective Time will make such qualification or licensing necessary, except where the failure to be so duly qualified or licensed and in good standing would not have a Newco Material Adverse Effect. Newco has made available to the Company accurate and complete copies of the charter and bylaws of Newco, as currently in effect. Newco is not in violation of any provision of its charter or bylaws.

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(b)

MAST is a limited liability company duly organized, validly existing and in good standing under the Laws of the State of Delaware.

(c)

GECG is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware.

3.2

Capitalization.

(a)

The authorized capital stock of Newco consists of 100,000,000 shares of Newco Common Stock, of which thirty shares are issued and outstanding. Those shares are owned by GECG. After giving effect to the Newco Initial Capitalization, all the issued and outstanding shares of Newco's capital stock immediately before the Effective Time will be duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. There are, and immediately before the Effective Time will be, no (i) options, warrants, calls, subscriptions or other rights, convertible securities, agreements or commitments of any character obligating Newco to issue, transfer or sell any shares of capital stock or other equity interests in Newco or securities convertible into or exchangeable for such shares or equity interests or any rights or obligations relating to the value of such interests, (ii) contractual obligations of Newco to repurchase, redeem or otherwise acquire any capital stock of Newco or (iii) voting trusts or similar agreements to which Newco is a party with respect to the voting of the capital stock of Newco.

(b)

Newco has no Subsidiaries.

3.3

Authorization; Validity of Agreement; Necessary Action.

(a)

Newco has the requisite corporate power and authority to execute and deliver this Agreement and the Subscription Agreement and to perform its obligations hereunder and thereunder, and to consummate the Transactions, including the Newco Initial Capitalization, the Merger, and the transactions contemplated by the Subscription Agreement and the Registration Rights Agreement. The board of directors of Newco has duly adopted resolutions declaring that the consummation by Newco of the Transactions, including the Merger, and the transactions contemplated by the Subscription Agreement, the Registration Rights Agreement, the New Management Agreement and the Administration Agreement, are advisable, and the sole stockholder of Newco has approved the Merger. The execution and delivery by Newco of this Agreement, the Subscription Agreement, the Registration Rights Agreement, the New Management Agreement and the Administration Agreement and its performance of its obligations hereunder and thereunder have been duly authorized by all requisite corporate action and no other corporate action on the part of Newco is necessary to authorize the execution and delivery by Newco of this Agreement, the Subscription Agreement, the New Management Agreement and the Administration Agreement and the consummation by it of the Transactions. This Agreement has been duly executed and delivered by Newco (and assuming due and valid authorization, execution and delivery hereof by the other parties thereto) is a valid and binding obligation of Newco enforceable against it in accordance with its terms, subject to the Enforceability Exceptions.

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(b)

Each of the Funds and GECG has the requisite corporate power and authority to execute and deliver the Subscription Agreement and to perform its obligations thereunder, and to consummate the transactions contemplated by the Subscription Agreement. The execution and delivery by the Funds and GECG of the Subscription Agreement and the performance by each of them of their respective obligations thereunder have been duly authorized by all requisite corporate or limited liability company action, as applicable, and no other corporate or limited liability company action on the part of any of the Funds or GECG is necessary to authorize the execution and delivery by the Funds and GECG of the Subscription Agreement and the consummation of the transactions contemplated by the Subscription Agreement. The Subscription Agreement has been duly executed and delivered by the Funds and GECG and is a valid and binding obligation of the Funds and GECG and is enforceable against each of them in accordance with its terms, subject to the Enforceability Exceptions.

3.4

Consents and Approvals; No Violations.

(a)

Neither the execution, delivery or performance by Newco of or under this Agreement and the Subscription Agreement, nor the consummation of the Transactions, including the Newco Initial Capitalization, the Merger, and the transactions contemplated by the Subscription Agreement, the Registration Rights Agreement, the New Management Agreement and the Administration Agreement will (i) violate any provision of the organizational documents of Newco (ii) assuming that the consents, approvals and filings referred to in Section 3.4 of the Newco Disclosure Letter are duly obtained and/or made, 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 of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Newco is a party, (iii) assuming that the consents, approvals, and filings referred to in Section 3.4 of the Newco Disclosure Letter are duly obtained and/or made, violate any Law applicable to Newco or (iv) require on the part of Newco any filing or registration with, notification to, or authorization, consent or approval of, any Governmental Entity; except in the case of clauses (ii), (iii) and (iv) for such violations, breaches, defaults, terminations, cancellations or accelerations that, or filings, registrations, notifications, authorizations, consents or approvals the failure of which to make or obtain would not have a Newco Material Adverse Effect or adversely affect the validity of any of the actions to be taken at the Closing or the validity or enforceability of this Agreement, the Subscription Agreement, the New Management Agreement and the Administration Agreement.

(b)

Neither the execution, delivery or performance by the Funds and GECG of or under the Subscription Agreement, nor the consummation of the transactions contemplated by the Subscription Agreement, will (i) violate any provision of the organizational documents of GECG or any of the Funds, (ii) assuming that the consents, approvals and filings referred to in Section 3.4 of the Newco Disclosure Letter are duly obtained and/or made, 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 of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which GECG or any of the Funds is a party, (iii) assuming that the consents, approvals, and filings referred to in Section 3.4 of the Newco Disclosure Letter are duly obtained and/or made, violate any Law applicable to GECG or any of the Funds or (iv) require on the part of GECG or any of the Funds any filing or registration with, notification to, or authorization, consent or approval of, any Governmental Entity; except in the case of clauses (ii), (iii)

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and (iv) for such violations, breaches, defaults, terminations, cancellations or accelerations that, or filings, registrations, notifications, authorizations, consents or approvals the failure of which to make or obtain, would not have a Newco Material Adverse Effect or adversely affect the validity of any of the actions to be taken at the Closing or the validity or enforceability of the Subscription Agreement.

3.5

Regulatory Matters. As of the date hereof, to the knowledge of Newco, there are no pending proceedings or investigations by a Governmental Entity with respect to Newco, MAST, GECG or any of the Funds. None of Newco, MAST, GECG or any of the Funds is subject to any regulatory exam or investigation or any cease-and-desist or other order or enforcement action issued by, or is a party to any consent agreement or memorandum of understanding with, or is subject to any commitment letter or similar undertaking to, any Governmental Entity that restricts the conduct of its business or that relates to its capital adequacy, its ability to pay dividends, its credit, risk management or compliance policies, its internal controls, its management or its business, other than those of general application that apply to similarly situated enterprises, nor has Newco, MAST, GECG or any of the Funds or the New Manager been advised in writing or, to the knowledge of Newco, verbally, by any Governmental Entity that it is considering issuing, initiating, ordering or requesting any of the foregoing or initiating an examination or investigation with respect to the foregoing.

3.6

Newco Operations; Financial Statements.

(a)

Newco was incorporated on April 22, 2016 and has conducted no business or operations nor has it incurred or suffered to exist any liability, Encumbrance or other obligation other than the obligations expressly set forth in connection with this Agreement, the Subscription Agreement, the Registration Rights Agreement and the Transactions, including the Merger, and the transactions contemplated by the Subscription Agreement and the Registration Rights Agreement. True, correct and complete copies of the executed Subscription Agreement and Registration Rights Agreement were delivered to the Company and its counsel concurrent with the execution and delivery of this Agreement.

(b)

Newco has not prepared any financial statements as of the date of this Agreement.

3.7

No Undisclosed Liabilities. Except for (a) liabilities and obligations incurred in connection with the Transactions, including the Merger or otherwise as contemplated by this Agreement and by the Subscription Agreement, (b) liabilities and obligations that would not have a Newco Material Adverse Effect and (c) other liabilities and obligations that are otherwise the subject of any other representation or warranty in this Article 3, since its inception Newco has not incurred any liabilities or obligations that would be required to be reflected or reserved against in a balance sheet of Newco prepared in accordance with GAAP.

3.8

Absence of Certain Changes. Except as contemplated by this Agreement and the Subscription Agreement, Newco (a) has conducted no business and (b) has not suffered a Newco Material Adverse Effect.

3.9

Employee Matters. Newco has never had any employees. Newco has not contributed to, nor has any liability or obligation under, any Benefit Plan or an ERISA Affiliate of any Benefit Plan.

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3.10

Litigation. There is no Action, pending or, to the knowledge of Newco, threatened against Newco, MAST, GECG, any of the Funds or the New Manager or any of their respective properties or assets that could reasonably be expected to have a Newco Material Adverse Effect or to adversely affect the validity of any of the actions to be taken at the Closing or the enforceability of this Agreement or the Subscription Agreement or to hinder or materially delay the Closing.

3.11

Compliance with Law.

(a)

Except as would not, individually or in the aggregate, have a Newco Material Adverse Effect, neither Newco or the New Manager is in violation of, or in default under, any Law applicable to Newco or the New Manager, including, if and to the extent applicable, the Investment Company Act, the Investment Advisers Act, the Securities Act, and the Exchange Act.

(b)

Newco either has adopted or, prior to the Effective Time, will adopt written policies and procedures pursuant to Rule 38a-1 under the Investment Company Act that are reasonably designed to prevent material violations of the "Federal Securities Laws," as such term is defined in Rule 38a-1(e)(1) under the Investment Company Act. Those policies and procedures will remain in effect at and following the Effective Time. Accurate and complete copies of those policies and procedures have been provided to the Company.

(c)

No "affiliated person" (as defined under the Investment Company Act) of Newco, MAST, GECG or the New Manager has been subject to disqualification to serve in any capacity contemplated by the Investment Company Act under Sections 9(a) and 9(b) of the Investment Company Act, unless, in each case, such Person has received exemptive relief from the SEC with respect to any such disqualification.

(d)

Except as would not have a Newco Material Adverse Effect, each of Newco, MAST, the Funds and GECG (i) is and has been at all times in compliance with the applicable money laundering statutes of all jurisdictions having jurisdiction over Newco and (ii) have not, directly or indirectly, taken any action that would cause Newco to be in violation of the FCPA, or any other anticorruption or anti-bribery Laws applicable to the Newco.

(e)

None of Newco, MAST, the New Manager or GECG has received any written notification, or to Newco's knowledge, oral notification, from a Governmental Entity asserting that it is not in compliance in all material respects with any material Laws.

3.12

Material Contracts.

(a)

The Subscription Agreement has been duly executed and delivered by each of the parties thereto and is a legal valid and binding obligation of each of the parties thereto and is enforceable against each of the parties thereto, subject to the Enforceability Exceptions. The Company is an intended third-party beneficiary of the Subscription Agreement with the right to enforce the Subscription Agreement. Newco has made available to the Company an accurate and complete copy of the Subscription Agreement as currently in effect. There are no agreements, arrangements or understandings between or among any of the parties to the Subscription Agreement that relate to the subject matter thereof and are not set forth therein.

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(b)

Section 3.12(b) of the Newco Disclosure Letter sets forth a list of each contract to which Newco is a party or by which any of its properties or assets is bound which:

(i)

contains any covenant expressly limiting the ability of Newco and its Affiliates to (A) engage in a line of business or compete with any Person in a line of business or (B) declare or pay any dividends;

(ii)

creates a material partnership, joint venture or similar arrangement that is not entered into in the ordinary course of business;

(iii)

relates to indebtedness incurred having a principal amount in excess of $1,000,000;

(iv)

obligates Newco to conduct any business that is material to Newco on an exclusive basis with any third party; or

(v)

was entered into after January 1, 2016 and relates to the acquisition or disposition by Newco of any business or operations involving value in excess of $1,000,000 as to which there are any material ongoing obligations of Newco.

(c)

Each contract listed in Section 3.12(b) of the Newco Disclosure Letter and each "material contract" as defined in Item 601(b)(10) of Regulation S-K under the Securities Act to which Newco is a party referred to herein as a "Purchaser Material Contract." Except as has not had and would not have a Newco Material Adverse Effect, (i) each Purchaser Material Contract is valid and binding on Newco and, to the knowledge of Newco, each other party thereto, as applicable, and in full force and effect (except that such enforcement may be subject to the Enforceability Exceptions) and (ii) there is no event or condition which has occurred or exists, which constitutes or could constitute (with or without notice, the happening of any event and/or the passage of time) a default or breach under any Purchaser Material Contract by Newco.

3.13

Insurance. As of the Closing Date, Newco will be insured against such losses and risks and in such amounts as are customary in the businesses in which it is engaged and will have obtained and caused to be in effect such bond or bonds as will be required to be maintained by the Surviving Corporation from and after the Effective Time pursuant to Rule 17g-1 under the Investment Company Act. Except as has not had and would not reasonably be expected to have a Newco Material Adverse Effect, all such insurance policies will be in full force and effect and no written notice of cancellation has been received by Newco under such policies.

3.14

Taxes.

(a)

Newco has no liability for Taxes, has not been required to file any Tax Return, has entered into no contract in respect of Taxes and, other than as contemplated by this Agreement, has made no election in respect of Taxes. Newco is not a "distributing corporation" or a "controlled corporation" in a distribution of stock to which Section 355 of the Code (or so much of Section 356 of the Code as relates to Section 355 of the Code) applied or was intended to apply. Newco has not participated in a "listed transaction" within the meaning of Treasury Regulation Section 1.6011-4(b)(2).

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(b)

Newco neither has taken any action nor has knowledge of any fact or circumstance that could reasonably be expected to prevent the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code with respect to the Company.

(c)

Except as has not had, and would not reasonably be expected to have, a Newco Material Adverse Effect, there are no Encumbrances for Taxes on the Measurement Date MAST Portfolio.

3.15

Investment Assets.

(a)

Immediately prior to the Effective Time, Newco will own $30,000,000 in cash and will have good title to all securities, evidences of indebtedness and other financial instruments comprising the Measurement Date MAST Portfolio, free and clear of any material Encumbrances except for Encumbrances consisting of restrictions on transfer imposed under applicable Laws or agreed to in respect of investments entered into in the ordinary course of business (provided such Encumbrances do not impair or frustrate the Transactions).

(b)

Annex 1 of the Subscription Agreement sets forth an accurate and complete schedule of the MAST Portfolio Assets as of the date of this Agreement. Prior to the date of this Agreement, MAST has made available to the Company and its Representatives complete and accurate copies of all the material MAST Portfolio Loan Documents. To the knowledge of Newco, each of the MAST Portfolio Loan Documents is valid and enforceable and in full force and effect. To Newco's knowledge, at the date hereof no event described in clauses (i), (ii) or (iii) of the definition of "Credit Event" has occurred with respect to any MAST Portfolio Asset.

3.16

Real Property. Newco does not own or lease any real property.

3.17

Intellectual Property. Newco owns, or is validly licensed or otherwise has the right to use, all Intellectual Property necessary to conduct the business of Newco and that will be necessary to conduct the business of the Surviving Corporation, except for any such Intellectual Property rights that, if not possessed by Newco, would not have a Newco Material Adverse Effect.

3.18

Information Supplied for Use in Securities Filings. The information supplied or to be supplied in writing by Newco, GECG, MAST, the New Manager or the Funds expressly for inclusion or incorporation by reference in the Registration Statement will not, at the time the Registration Statement is filed with the SEC, and at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein, in light of the circumstances under which they are made, not misleading and (b) the Proxy Statement/Prospectus will not, at the date it or any amendment or supplement is mailed to stockholders of the Company and at the time of the Company Special Meeting, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances in which they are made, not misleading. The Proxy Statement/Prospectus will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder.

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3.19

Shares. The shares of Surviving Corporation Common Stock to be issued hereunder have been duly authorized and, upon issuance in accordance with this Agreement, will be validly issued, fully paid and non-assessable and not issued in contravention of any preemptive right nor subject to any Encumbrance arising from contracts or actions taken by Newco or the Surviving Corporation.

3.20

Brokers or Finders. No investment banker, broker, finder, consultant 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 Newco, MAST, GECG, any of the Funds or any Affiliate of any of the foregoing.

3.21

Share Ownership; Acquiring Person Status. None of Newco, MAST, GECG, nor any of their respective Affiliates owns (beneficially, of record or otherwise) any shares of Company Common Stock. None of Newco, GECG, MAST or any of their respective Affiliates is or has ever been an "acquiring person" (as defined in Section 3-701 of the MGCL) with respect to the Company.

3.22

No Arrangements with Management or Stockholders. Other than this Agreement and as set forth on Section 3.22 of the Newco Disclosure Letter, as of the date hereof, there are no binding contracts, undertakings, commitments, agreements or obligations or understandings, whether written or oral, between Newco or any of its Affiliates, on the one hand, and (i) any member of the Company's management or board of directors or (ii) any stockholder of the Company, on the other hand, relating to the Transactions or the operations of the Surviving Corporation.

3.23

New Manager; Certain Regulatory Matters.

(a)

The New Manager is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The New Manager shall file a Form ADV with the SEC and shall be registered as an investment adviser under the Investment Advisers Act prior to the consummation of the Merger. When the New Manager becomes registered as an investment adviser under the Investment Advisers Act, it will not be prohibited by the Investment Advisers Act or the Investment Company Act from acting as the investment adviser of the Surviving Corporation. There is no pending proceeding or, to the knowledge of Newco, any threatened proceeding or any other fact or circumstance that reasonably could be expected to adversely affect or delay the registration of the New Manager with the SEC as an investment adviser under the Investment Advisers Act or the ability of the New Manager to perform its obligations under the New Management Agreement or the Administration Agreement. There is no action, suit or proceeding or, inquiry or investigation before or brought by any court, governmental agency or body, domestic or foreign, pending, or, to the knowledge of Newco, threatened, against or affecting the New Manager.

(b)

None of the New Manager, MAST, GECG or any other Person "associated" (within the meaning of "person associated with an investment adviser" as defined in Section 202(a)(17) of the Investment Advisers Act) with the New Manager, GECG or MAST, has been convicted of any crime or is or has engaged in any conduct that would be a basis for (i) denial, suspension or revocation of registration of an investment adviser under Section 203(e) of the Investment Advisers Act or any other applicable Law, or ineligibility to serve as a Person associated with an investment adviser, (ii) being

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ineligible to serve as an investment adviser (or in any other capacity contemplated by the Investment Company Act) to a registered investment company pursuant to Section 9(a) or 9(b) of the Investment Company Act or any other applicable Law or (iii) being ineligible to serve as a broker-dealer or an associated Person of a broker-dealer pursuant to Section 15(b) of the Exchange Act or any other applicable Law, and there is no pending or threatened civil or governmental proceeding that reasonably would be expected to result in or become the basis for any such ineligibility, disqualification, denial, suspension or revocation.

(c)

None of the New Manager, MAST, GECG or any of their Subsidiaries has at any time registered as a "commodity pool operator" or "commodity trading adviser" within the meaning of the Commodity Exchange Act, or a trust company. No Person other than a full-time employee of the New Manager, MAST, GECG or any of their Subsidiaries provides investment advisory services on behalf of the New Manager, MAST, GECG or any of their Subsidiaries to clients of the New Manager, MAST, GECG or any of their Subsidiaries or solicits clients with respect to the provision of investment advisory services by the New Manager, MAST, GECG or any of their Subsidiaries.

3.24

Sufficient Funds. GECG has available to it all funds necessary to fund its obligations under the Subscription Agreement and its obligations under the Subscription Agreement are not dependent or conditional upon the receipt of financing (whether debt or equity) from any third party. Each of Newco and the Company has the right to enforce GECG's funding obligation under the Subscription Agreement.

3.25

Investigation. Each of Newco, GECG and MAST (on its own behalf and on behalf of the Funds) has conducted its own independent review and analysis of the businesses, assets, condition, operations and prospects of the Company and its Subsidiaries and has been provided access to the properties, premises and records of the Company and its Subsidiaries for this purpose. In entering into this Agreement, Newco has relied solely upon its own investigation and analysis and the investigation by employees of GECG and MAST on Newco's behalf, and Newco acknowledges that, except for the representations and warranties of the Company in Article 2, none of the Company or its Subsidiaries nor any of their respective Representatives makes any representation or warranty, either express or implied, as to the accuracy or completeness of any of the information provided or made available to Newco, GECG, MAST or any of their respective Representatives. Without limiting the generality of the foregoing, none of the Company or its Subsidiaries nor any of their respective Representatives or any other Person has made a representation or warranty to Newco, GECG, MAST or any of the Funds with respect to (a) any projections, estimates or budgets for the Company or its Subsidiaries or (b) any material, documents or information relating to the Company or its Subsidiaries made available to each of Newco, GECG, MAST or any of the Funds or any Representatives of any of the foregoing in any "data room," confidential information memorandum or otherwise, except as expressly and specifically covered by a representation or warranty in Article 2.

Covenants

4.1

Interim Operations.

(a)

During the period from the date of this Agreement to the earlier of the Effective Time and the date, if any, on which this Agreement is terminated pursuant to Section 6.1, except

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(i) as required by Law, (ii) with the prior written consent of Newco, which consent shall not be unreasonably withheld, delayed or conditioned or (iii) as contemplated or permitted by this Agreement, the Company shall, and shall cause its Subsidiaries to, carry on its business in the ordinary course and preserve intact its business organization and listing exchange status, keep available the services of its current officers and employees, maintain in effect all material licenses and permits required to carry on their respective businesses, maintain in effect any exemptive orders or exemptive relief which they have received from the SEC and which are currently in effect, and preserve their material business relationships and maintain generally its business relationships with its lenders and others having business relationships with it ; provided, however, that no action by the Company or any of its Subsidiaries with respect to matters addressed specifically by any provision of this Section 4.1 shall be deemed a breach of this sentence unless such action would constitute a breach of such specific provision.

(b)

Without limiting the generality of the foregoing, during the period from the date of this Agreement to the earlier of the Effective Time and the date, if any, on which this Agreement is terminated pursuant to Section 6.1, except (i) as may be required by Law, (ii) with the prior written consent of Newco, which consent shall not be unreasonably withheld, delayed or conditioned, or (iii) as required, contemplated or permitted by this Agreement, the Company shall not, and shall not permit any of its Subsidiaries to:

(A)

issue, deliver, sell, dispose of, pledge or otherwise encumber, amend the terms of, or authorize or propose the issuance, sale, disposition or pledge or other encumbrance of (1) any shares of capital stock of any class or any other ownership interest of the Company or any of its Subsidiaries, or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for any shares of capital stock or any other ownership interest of the Company or any of its Subsidiaries, or any rights, warrants, options, calls, commitments or any other agreements of any character to purchase or acquire any shares of capital stock or any other ownership interest of the Company or any of its Subsidiaries or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for, any shares of capital stock or any other ownership interest of the Company or any of its Subsidiaries, or (2) any other securities of the Company or any of its Subsidiaries in respect of, in lieu of, or in substitution for, Company Common Stock outstanding on the date hereof;

(B)

redeem, purchase or otherwise acquire, or propose to redeem, purchase or otherwise acquire, any outstanding Company Common Stock;

(C)

split, combine, subdivide or reclassify any Company Common Stock or, except as provided in Section 4.14, declare, set aside for payment or pay any dividend (whether in cash, stock or property, or any combination thereof) in respect of any Company Common Stock or otherwise make any payments to stockholders in their capacity as such;

(D)

adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of the Company or any of its Subsidiaries, other than the Transactions;

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(E)

enter into any new line of business;

(F)

other than in the ordinary course of business and consistent with past practices, redeem, repurchase, prepay, defease, incur or otherwise acquire or amend or modify the terms of any indebtedness for borrowed money, enter into any "keep well" or other agreement to maintain any financial statement condition of another Person or pledge any of the Company's assets or enter into any arrangement which would have the economic effect of any of the foregoing, in each case, in addition to that incurred as of the date of this Agreement or guarantee any such indebtedness;

(G)

make any investment, investment contract or loan (other than any unfunded commitments existing as of the date hereof) either by sale or purchase of stock or securities or otherwise, contributions to capital, property transfers, or purchase of any property or assets of any other individual, Person or other entity (other than a Subsidiary), sell, dispose of, transfer, lease, amend, modify, grant waivers with respect to or discontinue any investment, investment contract or loan; or acquire, sell, lease or dispose of any non-investment assets that, in the aggregate, are material to the Company and its Subsidiaries, taken as a whole, to any Person other than a wholly-owned Subsidiary;

(H)

except as provided for in this Agreement, grant any increase in, take any action to accelerate the vesting or payment or fund or in any other way secure the payment of, the compensation and benefits of any of the Company's directors, officers, consultants or employees, enter into any employment or severance agreement with any such director, officer, consultant or employee, or adopt, terminate or materially amend any Company Benefit Plan;

(I)

make any material change in any of the financial accounting principles, practices or methods used by the Company unless required by GAAP or applicable Law;

(J)

change its fiscal year;

(K)

amend any material Tax Return of the Company, make, revoke or amend any material Tax election of the Company, adopt or change any Tax accounting principles, methods or policies other than as required by applicable Law, change any Tax accounting period, enter into any closing agreement as described in Section 7121 of the Code (or any corresponding or similar agreement under applicable state, local or foreign tax Law) affecting any material Tax liability or refund, or settle or compromise any material Tax liability or refund of the Company;

(L)

directly or indirectly take any action, or knowingly fail to take any action, which action or failure to act is reasonably likely to cause the Company to fail to qualify or not be subject to tax as a RIC; provided, however , that on or before the Effective Time, the Company shall (if not adequately provided for by the Special Dividend contemplated by Section 4.14) take

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such actions as are necessary to ensure that (i) the Company would not be subject to the tax imposed under Section 4982(a) of the Code if the Effective Time were the end of the calendar year, (ii) the Company satisfies the requirements Section 852(a) of the Code for its last federal income tax year, and (iii) the Company is not subject to tax under Section 852(b)(1) or 852(b)(3)(A) of the Code in its last federal income tax year.

(M)

make or incur any obligation to make any capital expenditures;

(N)

enter into or draw down from any contract, agreement, commitment or arrangement whereby the obligation or liability imposed on the Company or any of its Subsidiaries under such contract, agreement, commitment or arrangement would exceed $50,000, or whereby such contract, agreement, commitment or arrangement would otherwise constitute a Company Material Contract, or amend any contract, agreement, commitment or arrangements in existence on the date hereof that, after giving effect to such amendment, would impose an obligation or liability on the Company or any of its Subsidiaries under such contract, agreement, commitment or arrangement in excess of $50,000 or constitute a Company Material Contract;

(O)

except as otherwise provided in this Agreement, enter into, terminate, cancel, renew or agree to any material amendment of, change in or waiver under any Company Material Contract;

(P)

commence or settle any material claim, suit, action or proceeding (other than in connection with or with respect to this Agreement or any of the Transactions);

(Q)

amend the certificate of incorporation or bylaws of the Company or similar governing documents of any of its Subsidiaries; or

(R)

enter into any contract, agreement, commitment or arrangement to do any of the foregoing.

(c)

During the period from the date of this Agreement to the earlier of the Effective Time and the date, if any, on which this Agreement is terminated pursuant to Section 6.1, Newco shall not (i) incur any liabilities or obligations (other than in connection with its formation, its initial capitalization and the Transactions contemplated in this Agreement and the transactions contemplated by the Subscription Agreement), (ii) declare or pay any dividend or distribution or (iii) take any action that could impair its ability to pay and perform its obligations under Section 6.2 upon a termination of this Agreement. Newco will procure that, during the period from the date of this Agreement to the earlier of the Effective Time and the date on which this Agreement is terminated pursuant to Section 6.1, except (i) as required by Law or, (ii) with the prior written consent of the Company, which consent shall not be unreasonably withheld, delayed or conditioned, MAST and the Funds will manage the MAST Portfolio Assets in the ordinary course consistent with past practice and, without limiting the generality of the foregoing, none of MAST or the Funds will subject any of the MAST Portfolio Assets to any Encumbrance that would prohibit the transfer of such asset to Newco under the Subscription Agreement. For the avoidance of doubt, the Funds will provide the Company prompt notice in the event that

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any of them (A) agree to any modification of or waiver or forbearance under any MAST Portfolio Loan Document, or waive or fail to enforce any material right under any MAST Portfolio Loan Document or (B) consent to any release of collateral relating to any MAST Portfolio Asset. Newco will procure that, during the period from the Measurement Date to the earlier of the Effective Time and the date, if any, on which this Agreement is terminated pursuant to Section 6.1, neither MAST nor any of the Funds will execute any trade with respect to any MAST Portfolio Asset except (i) as may be required by Law, (ii) with the prior written consent of the Company, which consent shall not be unreasonably withheld, delayed or conditioned, or (iii) as required by this Agreement.

4.2

Net Asset Value Calculation.

(a)

Section 4.2 of the Company Disclosure Letter and Section 4.2 of the Newco Disclosure Letter set forth, respectively, a calculation of the Company Net Asset Value and a calculation of the Newco Net Asset Value, in each case as of March 31, 2016.

(b)

Not later than the 15 ^th day of every calendar month after June 30, 2016, and until the Proxy Statement/Prospectus is first mailed to the Company's stockholders, (i) the Company shall deliver to Newco a calculation of the Company Net Asset Value that is consistent with the methodology described in Section 4.2(a) and (ii) Newco shall deliver to the Company a calculation of the Newco Net Asset Value, in each case as of the last day of the calendar month immediately preceding the date of delivery. The Company and Newco each shall give the other party and its Representatives reasonable access to the individuals who have prepared each such calculation and to such information, books, records and work papers as may be reasonably requested in order to assist it with its review of such calculation. The Company and Newco each shall, and shall cause their respective Representatives to, reasonably cooperate with each other to promptly resolve any disputes over any aspect of the calculation of Net Asset Value.

(c)

Newco and the Company shall cooperate in good faith to finalize as promptly as practicable the calculations of Company Net Asset Value and Newco Net Asset Value as of the Measurement Date and to apply those calculations to determine the Exchange Ratio. The Proxy Statement/Prospectus shall not be mailed to the Company's stockholders until Newco and the Company have mutually agreed the Measurement Date calculations of Company Net Asset Value and Newco Net Asset Value and the Exchange Ratio. No changes shall be made to those calculations after the Proxy Statement/Prospectus is mailed.

4.3

Access to Information.

(a)

From the date hereof until the earlier of the Effective Time and the termination of this Agreement, the Company (i) shall (and shall cause each of its Subsidiaries to) afford to Newco's Representatives reasonable access, in a manner not disruptive to the operations of the Company and its Subsidiaries, during normal business hours and upon reasonable notice, to the books and records of the Company and its Subsidiaries (including all books and records relating to the Company's investment portfolio); (ii) shall (and shall cause each of its Subsidiaries to) furnish promptly to Newco's Representatives all information reasonably requested by those Representatives regarding the Company and the Company's investment portfolio; and (iii) shall use commercially reasonable efforts to provide Newco's Representatives with such information as they reasonably may request regarding the issuers of and obligors under the financial assets held in the Company's investment portfolio and all communications with such issuers and obligors relating to any such financial asset.

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(b)

From the date hereof until the earlier of the Effective Time and the termination of this Agreement, Newco (i) shall afford to the Company's Representatives reasonable access, in a manner not disruptive to Newco's business operations, during normal business hours and upon reasonable notice, to Newco's books and records and to all books and records relating to the Signing Date MAST Portfolio (including all the MAST Portfolio Loan Documents); (ii) shall furnish promptly to the Company's Representatives all information reasonably requested by those Representatives regarding Newco and the Signing Date MAST Portfolio; and (iii) shall use commercially reasonable efforts to provide the Company's Representatives with such information as they reasonably may request regarding the issuers of and obligors under the MAST Portfolio Assets and all communications with such issuers and obligors relating to any MAST Portfolio Asset.

(c)

Nothing herein shall require the Company or any of its Subsidiaries or Newco to disclose any information to the other party if such disclosure would, in the reasonable judgment of the Company or Newco, as applicable, (i) cause significant competitive harm to it or its Subsidiaries or portfolio companies if the Transactions are not consummated, (ii) violate applicable Law or the provisions of any agreement to which it or any of its Subsidiaries or portfolio companies is a party or (iii) jeopardize any attorney-client or other privilege or trade secret protection (it being understood and agreed that the Company and/or its counsel shall use their reasonable best efforts to enter into joint defense agreements or other arrangements, as applicable, so as to allow for such disclosure in a manner that does not result in the loss of attorney-client or other legal privilege). If any of the information or material furnished pursuant to this Section 4.3 includes material or information subject to the attorney-client privilege, work product doctrine or any other applicable privilege concerning pending or threatened Action or governmental investigations, each party hereto understands and agrees that the parties hereto have a commonality of interest with respect to such matters and it is the desire, intention and mutual understanding of the parties hereto that the sharing of such material or information is not intended to, and shall not, waive or diminish in any way the confidentiality of such material or information or its continued protection under the attorney-client privilege, work product doctrine or other applicable privilege. All such information that is entitled to protection under the attorney-client privilege, work product doctrine or other applicable privilege shall remain entitled to such protection under these privileges, this Agreement and the joint defense doctrine.

(d)

The Company and Newco will not, and each will cause its respective Representatives not to, use any information obtained pursuant to this Section 4.3 for any competitive or other purpose unrelated to the consummation of the Transactions.

4.4

Company Special Meeting; Proxy Statement/Prospectus.

(a)

The Company shall take all action necessary in accordance with applicable Law, its organizational documents and the NASDAQ rules to call, give notice of, convene and hold the Company Special Meeting, as soon as reasonably practicable after the Registration Statement has been declared effective by the SEC (but in any event, no later than 45 days after such declaration of effectiveness) for the purpose of obtaining the Company Stockholder Approval. If at the initial scheduled date of the Company Special Meeting there are not sufficient votes to approve the Merger, the Company may

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(and shall, if requested in writing to do so by Newco) adjourn the meeting to allow for solicitation of additional votes to obtain the Company Stockholder Approval. The Company may, but will not be required to, adjourn the Company Special Meeting more than once. Unless this Agreement has been terminated in accordance with Section 6.1, the Company's obligations pursuant to this Section 4.4 will not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Acquisition Proposal or by the Company's board of directors effecting any Change in Recommendation.

(b)

As soon as practicable after the date hereof (but, in any event, no later than twenty Business Days following the date of this Agreement), the Company and Newco shall jointly prepare the Proxy Statement/Prospectus and Newco shall prepare (with the Company's reasonable cooperation) and file with the SEC the Registration Statement in which the Proxy Statement/Prospectus will be included. Newco and the Company will provide each other with any information which may be reasonably requested in order to effectuate the preparation and filing of the Proxy Statement/Prospectus and the Registration Statement and the verification of the statements and other information set forth therein. Neither the original filing of, nor any amendment or supplement to, the Registration Statement or the Proxy Statement/Prospectus will be made by Newco unless (i) the Company has been afforded a reasonable opportunity to review, comment on and approve the applicable document and (ii) the Company has approved the filing (such approval not to be unreasonably withheld, conditioned or delayed). Newco will use its reasonable best efforts to respond as promptly as reasonably practicable to any comments from the SEC, will use all reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as reasonably practicable after such filing and to keep the Registration Statement effective as long as is necessary to consummate the Merger and the other Transactions. Each of Newco and the Company will notify the other promptly upon the receipt of any comments from the SEC or its staff in connection with the filing of, or amendments or supplements to, the Registration Statement and/or the Proxy Statement/Prospectus. Whenever any event occurs which is required to be set forth in the Proxy Statement/Prospectus and/or the Registration Statement, or in an amendment or supplement thereto, Newco or the Company, as the case may be, will promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff, and/or mailing to stockholders of the Company and Newco any such amendment or supplement. Each party shall cooperate and provide the other (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and Proxy Statement/Prospectus (and any amendment or supplement thereto) prior to the time it is filed with the SEC, will consider and take into account in good faith all revisions proposed by the other party and will provide the other party with a copy of all such filings made with the SEC. The Proxy Statement/Prospectus shall include the Company Recommendation (unless there has been a Change in Recommendation pursuant to Section 4.5(d)). Subject to the other provisions of this Agreement (including Section 4.2), the Company shall mail the Proxy Statement/Prospectus to its stockholders promptly after the Registration Statement is declared effective by the SEC.

(c)

Each of the Company and Newco shall, upon request, furnish to the other all information concerning itself and any Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Registration Statement or any other statement, filing, notice or application made by or on behalf of the Company or Newco or any of their Subsidiaries to any Governmental Entity in connection with the Transactions.

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(d)

The Company agrees that none of the information supplied or to be supplied by or on behalf of the Company for inclusion or incorporation by reference in the Registration Statement will, at the time the Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Company agrees that none of the information supplied or to be supplied by or on behalf of the Company for inclusion or incorporation by reference in the Proxy Statement/Prospectus will, at the time the Proxy Statement/Prospectus or any supplement thereto is first mailed to the stockholders of the Company and at the time of the Company Special Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If at any time prior to the Company Special Meeting any fact or event relating to the Company or any of its Affiliates which should be set forth in a supplement to the Proxy Statement/Prospectus should be discovered by the Company or should occur, the Company shall, promptly after becoming aware thereof, inform Newco of such fact or event. Notwithstanding the forgoing, no representation, warranty or covenant is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Newco for inclusion or incorporation by reference therein. The Company agrees that the Proxy Statement/Prospectus will comply as to form in all material respects with the requirements of the Securities Act, the Investment Company Act and the Exchange Act.

(e)

Newco agrees that none of the information supplied or to be supplied by or on behalf of Newco for inclusion or incorporation by reference in the Registration Statement will, at the time the Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. Newco agrees that none of the information supplied or to be supplied by or on behalf of Newco for inclusion or incorporation by reference in the Proxy Statement/Prospectus will, at the time the Proxy Statement/Prospectus or any amendment thereof or supplement thereto is first mailed to the stockholders of the Company and at the time of the Company Special Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If at any time prior to the Company Special Meeting any fact or event relating to Newco or any of its Affiliates which should be set forth in the Proxy Statement/Prospectus or any supplement thereto should be discovered by Newco or should occur, Newco shall, promptly after becoming aware thereof, inform the Company of such fact or event. Notwithstanding the forgoing, no representation, warranty or covenant is made by Newco with respect to statements made or incorporated by reference therein based on information supplied by the Company for inclusion or incorporation by reference therein. Newco agrees that the Registration Statement will comply as to form in all material respects with the requirements of the Securities Act, the Investment Company Act and the Exchange Act.

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4.5

No Solicitation.

(a)

From and after the date of this Agreement, the Company will not, and will cause its Subsidiaries not to, and will instruct the Company's and its Subsidiaries' respective officers, directors, employees and other Representatives (whether acting in such capacity or otherwise) not to (i) initiate or solicit or knowingly encourage any inquiries with respect to, or the making of, any Acquisition Proposal or (ii) (A) engage in negotiations or discussions with or provide any information or data to, any Person that reasonably could be expected to lead to an Acquisition Proposal, (B) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Acquisition Proposal or (C) execute or enter into any letter of intent, agreement in principle, merger agreement, acquisition agreement or other similar agreement relating to any Acquisition Proposal. From and after the date of this Agreement, the Company's board of directors (in its capacity as such) will not (x) take any steps to encourage or otherwise facilitate (1) any direct or indirect transaction or series of transactions that could result in an assignment (as defined under the Investment Company Act) of the Company's investment advisory agreement with Full Circle Advisors LLC, (2) termination or modification of the Company's existing investment advisory agreement with Full Circle Advisors LLC, or (3) entry into a new investment advisory agreement, including any sub-advisory agreement, in each case including but not limited to any authorization or approval thereof by the board of directors of the Company or solicitation of approval thereof from the stockholders of the Company, or (y) authorize or approve a liquidation of the Company. The Company shall, and shall direct each of its Representatives to, immediately cease (and not resume) any solicitations, discussions or negotiations with any Person (other than MAST, GECG, Newco and their Affiliates) conducted heretofore with respect to any Acquisition Proposal or that reasonably could be expected to lead to an Acquisition Proposal and promptly request the return or destruction of confidential information related thereto.

(b)

Notwithstanding anything to the contrary in this Agreement, at any time prior to obtaining the Company Stockholder Approval, if the Company receives a bona fide Acquisition Proposal that is not received in violation of this Section 4.5, the Company and its board of directors or any committee thereof may participate in discussions or negotiations with, or furnish any information to, any Person making such Acquisition Proposal and its Representatives or potential sources of financing if the Company's board of directors determines in good faith, after consultation with counsel and its financial advisor, that such Person is reasonably likely to submit to the Company a Superior Proposal and that failure to take such action could reasonably be expected to be inconsistent with the directors' fiduciary duties; provided, however , that, prior to providing any nonpublic information to such Person, the Company shall have entered into a confidentiality agreement with such Person that permits the disclosure contemplated by this Section 4.5 and that any nonpublic information concerning the Company and its Subsidiaries provided to such Person, to the extent not previously provided to Newco or its Affiliates or Representatives, is promptly provided to Newco. Nothing in this Agreement shall prevent the Company or its board of directors from complying with Rule 14d-9 or Rule 14e-2 under the Exchange Act or otherwise complying with its disclosure obligations under applicable Law with regard to any Acquisition Proposal. Nothing in this Agreement shall prevent the Company from waiving or failing to enforce any standstill or similar obligation if the Company's board of directors or any committee thereof determines in good faith (after consultation with counsel) that failure to take such action could reasonably be expected to be inconsistent with the directors' fiduciary duties under

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applicable Law, if the Company first provides written notice to Newco, not less than three Business Days in advance, of such determination and intent to do so and specifying the reasons therefor.

(c)

The Company will promptly (and in any event within forty-eight hours) notify Newco of the receipt by the Company of any Acquisition Proposal, which notice shall include the material terms of and identity of the Person(s) making such Acquisition Proposal (including a copy thereof and any financing commitment papers submitted therewith, if such Acquisition Proposal is in writing). The Company will keep Newco reasonably informed of the status and material terms and conditions of any such Acquisition Proposal (and in any event within forty-eight hours) and of any amendments or proposed amendments thereto and will promptly (and in any event within forty-eight hours) notify Newco of any determination by the Company's board of directors that such Acquisition Proposal constitutes a Superior Proposal.

(d)

The board of directors of the Company or any committee thereof may, at any time prior to receipt of the Company Stockholder Approval, (i) approve, endorse or recommend a Superior Proposal and cause the Company to terminate this Agreement to enter into a definitive agreement with respect to a Superior Proposal or (ii) modify or amend in a manner adverse to Newco or withdraw the Company Recommendation (any action described in (i) or (ii) above being referred to as a "Change in Recommendation"), provided that prior to such Change in Recommendation, the board of directors of the Company determines, in good faith (after consultation with counsel), that the failure to take such action could reasonably be expected to be inconsistent with the directors' fiduciary duties under applicable Law.

(e)

Notwithstanding anything to the contrary contained in this Agreement, the Company may not terminate this Agreement to enter into a definitive agreement with respect to a Superior Proposal unless (i) the Company is not in material breach of this Section 4.5 and (ii) it notifies Newco in writing of its intention to take such action at least three Business Days prior to taking such action, specifying the material terms of any applicable Superior Proposal, including a copy of the relevant proposed transaction agreements with, and the identity of, the Person(s) making such Superior Proposal and other material documents (including any financing commitments with respect to such Superior Proposal). After providing notice and prior to taking such actions, the Company shall have, and shall have caused its Representatives, to negotiate with Newco in good faith (to the extent Newco desires to negotiate), to make such adjustments in the terms and conditions of this Agreement that the board of directors of the Company determines, in good faith after consultation with counsel and its financial advisor, is at least as favorable to the Company's stockholders as such Superior Proposal.

4.6

Publicity. The initial press release by the Company with respect to the execution of this Agreement shall be in a form acceptable to Newco and the Company. Neither the Company nor Newco (nor any of their respective controlled Affiliates) shall issue any other press release or make any other public announcement with respect to this Agreement or the Transactions without the prior agreement of the other party, except as may be required by Law or by any listing agreement with a national securities exchange, in which case the party proposing to issue such press release or make such public announcement shall use its reasonable best efforts to consult in good faith with the other party before making any such public announcements; provided that the Company will not be required to obtain the prior agreement of or consult with Newco in connection with

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any such press release or public announcement effecting a Change in Recommendation (including in connection with any press release or public announcement relating to such Change in Recommendation).

4.7

Directors' and Officers' Insurance and Indemnification.

(a)

The parties agree that all rights to exculpation, indemnification and advancement of expenses existing as of the date of this Agreement in favor of (i) the current or former directors, managers, officers and employees of the Company or any of its Subsidiaries, (ii) each Person who served as a director, manager, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise if such service was at the request or for the benefit of the Company or any of its Subsidiaries, and (iii) Full Circle Advisors, LLC, Full Circle Service Company, LLC, each of their respective members, and their respective officers, managers, partners, agents, employees, controlling persons, members and any other Person affiliated with any of them (each, together with such Person's heirs, executors or administrators, an "Indemnified Party") as provided in the respective articles of incorporation and bylaws (or equivalent organizational documents) of the Company or any of its Subsidiaries and in any Indemnification Agreement (as defined below) will survive the Merger and will continue in full force and effect, to the fullest extent such rights to exculpation, indemnification and advancement of expenses are permitted under applicable Law. For a period of six years from the Effective Time, the Surviving Corporation shall contain and maintain in effect the exculpation, indemnification and advancement of expenses provisions of such articles of incorporation, bylaws and indemnification agreements as in effect as of the date of this Agreement, and will not amend, repeal or otherwise modify any such provisions in any manner that would adversely affect the rights thereunder of the Indemnified Party. For purposes of this Agreement, "Indemnification Agreement" means any indemnification or exculpation agreement or provision between the Company or any of its Subsidiaries on the one hand and on the other hand an Indemnified Party, including under the Investment Advisory Agreement, dated as of July 13, 2010, by and between the Company and Full Circle Advisors, LLC (the "Full Circle Advisory Agreement") and the Administration Agreement, dated as of July 14, 2010, by and between the Company and Full Circle Service Company, LLC, as in effect on the date of this Agreement.

(b)

From and after the Effective Time, the Surviving Corporation shall indemnify, defend and hold harmless each Indemnified Party against all costs and expenses (including reasonable attorneys' fees and expenses), judgments, fines, losses, claims, damages, liabilities, penalties and amounts paid in settlement or compromise in connection with any actual or threatened claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, whenever asserted (any of the foregoing a "Legal Proceeding"), arising out of, relating to or in connection with an action, omission, circumstance or state of affairs occurring or existing or alleged to have occurred or existed at or prior to the Effective Time and related to or arising out of an Indemnified Party's service as a director, manager, officer, employee, investment adviser, administrator or fiduciary of the Company or any of its Subsidiaries (including any Legal Proceeding relating to this Agreement, the Merger or the other Transactions), whether asserted or claimed prior to, at or after the Effective Time, in each case to the fullest extent permitted by Law. With respect to any action, suit or other proceeding voluntarily prosecuted by any Indemnified Party as plaintiff, indemnification shall be mandatory only if the prosecution of such action, suit or other proceeding by such Indemnified Party (i)

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was authorized by a majority of the board of directors of the Surviving Corporation or (ii) was instituted by the Indemnified Party to enforce his or her rights to indemnification hereunder in a case in which the Indemnified Party is found to be entitled to such indemnification. To the fullest extent permitted by Law, the Surviving Corporation shall advance, pay directly or reimburse, from time to time as incurred and promptly upon request, the expenses (including reasonable legal fees and expenses) of any Indemnified Party, that are attributable to any Legal Proceeding for which indemnification is or may be available hereunder.

(c)

Before the Closing Date, the Company shall purchase a tail policy of directors' and officers' liability insurance and fiduciary liability insurance for the Indemnified Parties and any other employees, agents or other individuals otherwise covered by such insurance policies prior to the Effective Time (collectively, the "Insured Parties") with respect to matters occurring at or prior to the Effective Time (including the Transactions). Newco shall cause such policy to be maintained in full force and effect, for its full term, and cause all obligations thereunder to be honored by the Surviving Corporation, and no other party shall have any further obligation to purchase or pay for insurance hereunder. The cost of such tail insurance shall be taken into account in calculating the Company Net Asset Value.

(d)

The Surviving Corporation shall pay all reasonable expenses, including reasonable attorneys' fees and expenses, that may be incurred by any Indemnified Party in enforcing the indemnity and other obligations provided in this Section 4.7, from time to time as incurred and promptly upon request.

(e)

The rights of each Indemnified Party hereunder shall be in addition to, and not in limitation of, any other rights such Indemnified Party may have under the articles of incorporation or bylaws or other organizational documents of the Company or any of its Subsidiaries or the Surviving Corporation, any other indemnification arrangement or agreement, the MGCL or otherwise.

(f)

This Section 4.7 is intended to benefit, and shall be enforceable by, the Insured Parties and the Indemnified Parties, and shall be binding on all successors and assigns of Newco, the Company and the Surviving Corporation.

(g)

If the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving Person of such consolidation or merger or (ii) transfers or conveys a majority of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors, assigns and transferees of the Surviving Corporation or its respective successors or assigns, as the case may be, assume the obligations set forth in this Section 4.7.

(h)

For the avoidance of doubt, the Company acknowledges and agrees that the indemnification and other provisions in Section 8 of the Full Circle Advisory Agreement apply with respect to the involvement of Full Circle Advisors, LLC in the transactions contemplated by this Agreement.

4.8

Reasonable Best Efforts. Upon the terms and subject to the conditions in this Agreement, the Company and Newco shall each use their reasonable best efforts to promptly (a) take, or cause to be taken and seek to cause the New Manager to take, all

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actions, and to do, or to cause to be done, and to assist and cooperate with the other parties in doing all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the Transactions contemplated by this Agreement and the transactions contemplated by the Subscription Agreement; (b) obtain from any Governmental Entity any actions, non-actions, clearances, waivers, consents, approvals, authorizations, licenses, permits or orders required to be obtained by the Company, Newco or any of their respective Subsidiaries in connection with the authorization, execution, delivery and performance of this Agreement and the consummation of the Transactions and obtain from third parties all waivers, consents, approvals and authorizations that are necessary or advisable in connection with the consummation of the Transactions, including the Company's using reasonable best efforts (subject to the other provisions of this Agreement) to obtain the Company Stockholder Approval; (c) make all necessary registrations and filings, and thereafter make any other required submissions, with respect to this Agreement and the Transactions, including the Merger, required under (i) any applicable federal or state securities Laws, (ii) any applicable competition, antitrust or investment Laws and (iii) any other applicable Law; provided, however , that the Company and Newco will cooperate with each other in connection with the making of all such filings, including providing copies of all such filings and attachments to outside counsel for the non-filing party; (d) furnish all information required for any application or other filing to be made pursuant to any applicable Law in connection with the Transactions; (e) keep the other party informed in all material respects of any material communication received by such party from, or given by such party to, any Governmental Entity and of any material communication received or given in connection with any proceeding by a private party, in each case relating to the Transactions; (f) permit the other parties to review any material communication delivered to, and consult with the other party in advance of any meeting or conference with, any Governmental Entity relating to the Transactions or in connection with any proceeding by a private party relating thereto, and give the other party the opportunity to attend and participate in such meetings and conferences (to the extent permitted by such Governmental Entity or private party); (g) avoid the entry of, or have vacated or terminated, any decree, order, or judgment that would restrain, prevent or delay the Closing, including defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions; and (h) execute and deliver any additional instruments necessary to consummate the Transactions. No party to this Agreement shall consent to any voluntary delay of the Closing at the behest of any Governmental Entity without the consent of the other party to this Agreement, which consent shall not be unreasonably withheld; provided, however, notwithstanding anything herein to the contrary, in no event shall any party be required to divest, license, hold separate or take any other similar actions, or agree to any undertakings or to take or agree to take any other action or agree to any other limitation or restriction that would materially and adversely impair the overall benefits expected to be realized by such party from the Transactions contemplated by this Agreement, including the Merger, or the transactions contemplated by the Subscription Agreement or Registration Rights Agreement.

4.9

Subscription Agreement. Newco will (a) take all actions within its power to cause each of the other parties to the Subscription Agreement to perform promptly their respective obligations under the Subscription Agreement, (b) enforce Newco's rights under the Subscription Agreement and (c) not waive any condition in, extend the time for performance under, or consent or agree to any amendment or supplement to the Subscription Agreement.

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4.10

Takeover Statute. The parties shall use their respective reasonable best efforts (a) to take all action necessary so that no Takeover Statute is or becomes applicable to the Merger or any of the other Transactions and (b) if any such Takeover Statute is or becomes applicable to any of the foregoing, to take all action necessary so that the Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to eliminate or minimize the effect of such Takeover Statute on the Merger and the other Transactions.

4.11

Listing of Newco Common Stock. Newco shall use reasonable best efforts to cause the shares of Surviving Corporation Common Stock to be issued in the Merger to be approved for listing on the NASDAQ, subject to official notice of issuance, as promptly as practicable, and in any event prior to the Effective Time.

4.12

Rule 16b-3. The Company and Newco shall each take such steps as may be necessary or advisable to cause dispositions of Company equity securities (including derivative securities) and acquisitions of shares of Surviving Corporation Common Stock in the Transactions by each individual who is a director or officer of the Company to be exempt under Rule 16b-3 promulgated under the Exchange Act.

4.13

Confidential Information.

(a)

All Confidential Information (i) will be used solely for the purpose of the Transactions; (ii) will be kept strictly confidential by the receiving party; and (iii) will be provided by the receiving party solely to those of its Representatives to whom disclosure is reasonably deemed to be required to facilitate the Transactions. Nothing in this Agreement will restrict the use by Representatives of Confidential Information that is such Representative's unaided memory that was acquired in the ordinary course of evaluating and considering the Transaction. All Confidential Information is and will remain the property of the furnishing party. Before providing access to Confidential Information to any Representative, the receiving party will inform such Representative of the contents of this Agreement and the confidentiality of the Confidential Information, and will advise such Representative that, by accepting possession of or access to such information, such Representative is agreeing to be bound by this Agreement. Each party will instruct its Representatives to observe the terms of this Agreement and will be responsible for any breach of this Agreement by any of its Representatives.

(b)

If the receiving party is requested in any judicial or administrative proceeding, or by any governmental or regulatory authority, to disclose any Confidential Information (whether by deposition, interrogatory, request for documents, subpoena, civil investigative demand or otherwise), the receiving party will give the furnishing party prompt notice of such request so that the furnishing party may seek an appropriate protective order, and, upon the furnishing party's request and at the furnishing party's expense, will cooperate with the furnishing party in seeking such an order. If the receiving party is nonetheless compelled to disclose Confidential Information, the receiving party will disclose only that portion of the Confidential Information which the receiving party is legally required to disclose and, upon the furnishing party's request and at the furnishing party's expense, will use commercially reasonable efforts to obtain assurances that confidential treatment will be accorded to such Confidential Information to the extent such assurances are available.

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4.14

Special Dividend. On a day occurring on or following satisfaction or waiver of all of the conditions set forth in Article 5 (other than conditions that by their terms are to be satisfied at the Closing), but in any event before the day (such day, the "Effectiveness Day") on which the Effective Time occurs, the Company's board of directors shall declare the Special Dividend and set the close of business on the Effectiveness Day as the record date for determining the holders of record of Company Common Stock entitled to receive the Special Dividend. After the Effective Time, Newco shall cause the Exchange Agent, as agent for and on behalf of the Company, to pay the Special Dividend to such holders of record of Company Common Stock in accordance with Section 1.8(h) hereof.

4.15

No Control of Operations. Nothing contained in this Agreement shall give Newco or any of its Affiliates, directly or indirectly, the right to control or direct the Company's operations prior to the Effective Time. Prior to the Effective Time, the Company shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its operations.

4.16

Agreements.

(a)

The Company shall (i) cause the Company's investment management agreement with Full Circle Advisors LLC to be terminated without liability to the Company (other than accrued but unpaid fees) as of the Effective Time and (ii) cause the Company's administration agreement with Full Circle Service Company LLC, to be terminable by the Surviving Corporation without penalty or termination fee on thirty days' notice.

(b)

Until after the 2017 annual meeting of the Surviving Corporation's stockholders, the Surviving Corporation shall not submit to the stockholders of the Surviving Corporation a proposal to increase the management fee payable to the New Manager.

4.17

Tax Treatment.

(a)

The Company shall not, and shall not permit any of its Subsidiaries to, take or cause to be taken any action, or knowingly fail to take or allow another Person to fail to take any action, before or after the Closing, which action or failure to act would reasonably be expected to prevent the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code with respect to the Company.

(b)

Newco shall not take or cause to be taken any action, or knowingly fail to take or allow another Person to fail to take any action, before or after the Closing, which action or failure to act would reasonably be expected to prevent the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code with respect to the Company.

(c)

The parties to this Agreement hereby adopt this Agreement as a plan of reorganization within the meaning of Treasury Regulation Sections 1.368-2(g) and 1.368-3(a).

(d)

All transfer, real estate transfer, documentary, stamp, recording, sales, use and other similar Taxes (including interest, penalties and additions to any such Taxes) incurred in connection with the Transactions shall be paid by Newco or the Surviving Corporation.

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4.18

Stockholder Protections. So long as GECG and the Funds in the aggregate own thirty-five percent or more of the Surviving Corporation Common Stock, (a) a majority of the board of directors of the Surviving Corporation shall not be "interested persons" (as such term is defined in the Investment Company Act, the "Surviving Corporation Independent Directors"); (b) any transaction between GECG and the Funds, on the one hand, and the Surviving Corporation, on the other hand, shall be approved by a majority of the Surviving Corporation Independent Directors unless conducted pursuant to an agreement in place as of the Closing; (c) any change in the size of the board of directors of the Surviving Corporation shall be approved by the Surviving Corporation Independent Directors; and (d) if the Surviving Corporation seeks, at a meeting of stockholders or an action by written consent, approval of a proposal to (i) approve a new investment management agreement or amend the New Management Agreement, (ii) amend the Surviving Corporation's charter or (iii) approve the issuance of common stock below the Surviving Corporation's then current Net Asset Value per share, GECG and the Funds shall vote their shares of the Surviving Corporation Common Stock in the same proportions as stockholders that are not "affiliates" of the Surviving Corporation, as such term is defined in the Investment Company Act.

4.19

Stock Repurchase Program. The Surviving Corporation shall implement a stock repurchase program for a period of eighteen months following the Effective Time pursuant to Rule 10b5-1 under the Exchange Act to repurchase, subject to compliance by the Surviving Corporation with any of its liquidity, covenant, leverage and regulatory requirements and the approval and continuation of such program by the board of directors of the Surviving Corporation in light of its fiduciary duties, shares in an aggregate amount of up to $15,000,000 at market prices at any time the shares of Surviving Corporation Common Stock trade below ninety percent of the Surviving Corporation's most recently disclosed Net Asset Value.

Conditions

5.1

Conditions to Each Party's Obligation to Consummate the Merger. The obligations of the parties to consummate the Merger are subject to the satisfaction (or waiver, if permissible under applicable Law) of the following conditions:

(a)

the Company Stockholder Approval shall have been obtained;

(b)

no Governmental Entity having jurisdiction over the Company or Newco shall have issued an order, decree or ruling or taken any other material action enjoining or otherwise prohibiting consummation of the Merger substantially on the terms contemplated by this Agreement;

(c)

the Registration Statement shall have been declared effective by the SEC under the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall have been issued by the SEC and no proceedings for that purpose shall have been initiated or threatened in writing by the SEC that have not been withdrawn;

(d)

the New Manager shall be registered as an investment adviser under the Investment Advisers Act;

(e)

Newco shall be regulated as a BDC under the Investment Company Act; and

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(f)

the shares of Surviving Corporation Common Stock issuable in the Merger shall have been authorized for listing on NASDAQ upon official notice of issuance.

5.2

Conditions to the Obligations of Newco. The obligations of Newco to consummate the Merger are subject to the satisfaction (or waiver) of the following further conditions:

(a)

each of the representations and warranties of the Company shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date as if made on and as of the Closing Date (unless any such representation or warranty addresses matters only as of a particular date or with respect to a specific period in which event such representation or warranty shall be so true and correct in all respects only as of such particular date or with respect to such specific period), except for any failure to be true and correct that would not have a Company Material Adverse Effect;

(b)

the Company shall have performed in all material respects its obligations hereunder required to be performed by it at or prior to the Closing;

(c)

Newco shall have received a certificate signed by an authorized officer of the Company, dated as of the Closing Date, to the effect that, to the knowledge of such officer, the conditions set forth in Section 5.2(a) and Section 5.2(b) have been satisfied; and

(d)

since the date of this Agreement, there shall not have occurred any Company Material Adverse Effect.

5.3

Conditions to the Obligations of the Company. The obligations of the Company to consummate the Merger are subject to the satisfaction (or waiver by the Company) of the following further conditions:

(a)

each of the representations and warranties of Newco in this Agreement, and each of the representations and warranties of every party to the Subscription Agreement, shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date as if made on and as of the Closing Date (unless such representation or warranty addresses matters only as of a particular date or with respect to a specific period in which event such representation or warranty shall be so true and correct in all respects only as of such particular date or with respect to such specific period), except for de minimis inaccuracies;

(b)

Newco shall have performed in all material respects its obligations hereunder and each of the parties to the Subscription Agreement shall have performed in all material respects its obligations thereunder, in each case as required to be performed by it at or prior to the Closing and including the actions described in Section 1.2;

(c)

the Company shall have received a certificate signed by an authorized officer of Newco, dated as of the Closing Date, to the effect that, to the knowledge of such officer, the conditions set forth in Section 5.3(a) and Section 5.3(b) have been satisfied;

(d)

the transactions contemplated by the Subscription Agreement shall have been consummated without waiver of any conditions thereto;

(e)

since the date of this Agreement, there shall not have occurred any Newco Material Adverse Effect; and

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(f)

following the date of this Agreement, except (i) as required by Law or (ii) with the prior written consent of the Company, which consent shall not be unreasonably withheld, delayed or conditioned, MAST and the Funds shall have managed the MAST Portfolio Assets in the ordinary course consistent with past practice and without limiting the generality of the foregoing none of MAST or the Funds shall have subjected any of the MAST Portfolio Assets to any Encumbrance that would prohibit the transfer of such asset to Newco under the Subscription Agreement. For the avoidance of doubt, the Funds shall have promptly provided the Company notice in the event that any of them (A) agreed to any modification of or waiver or forbearance under any MAST Portfolio Loan Document, or waived or failed to enforce any material right under any MAST Portfolio Loan Document or (B) consented to any release of collateral relating to any MAST Portfolio Asset. During the period from the Measurement Date to the earlier of the Effective Time and the date, if any, on which this Agreement is terminated pursuant to Section 6.1, neither MAST nor any of the Funds shall have executed any trade with respect to any MAST Portfolio Asset except (i) as may be required by Law, (ii) with the prior written consent of the Company, which consent shall not be unreasonably withheld, delayed or conditioned, or (iii) as required by this Agreement.

5.4

Frustration of Closing Conditions. Neither the Company nor Newco may rely, either as a basis for not consummating the Merger or the other Transactions or terminating this Agreement and abandoning the Merger and the other Transactions, on the failure of any condition in Section 5.1, Section 5.2 or Section 5.3, as the case may be, to be satisfied if such failure was caused by a material breach of this Agreement by such party (or, in the case of Newco, caused by a material breach of the Subscription Agreement by Newco or any other party thereto).

Termination

6.1

Termination. Anything herein or elsewhere to the contrary notwithstanding, this Agreement may be terminated and the Transactions may be abandoned at any time prior to the Effective Time, whether before or after the Company Stockholder Approval (but the right to terminate this Agreement shall not be available to a party whose breach of its obligations under this Agreement is a proximate cause of the basis for termination under this Section 6.1 that the terminating party is relying upon):

(a)

by the mutual consent of the Company and Newco;

(b)

by either the Company or Newco:

(i)

if the Merger shall not have occurred on or prior to October 31, 2016 (the "Termination Date"); provided that if the conditions in Section 5.1(a), Section 5.1(b), Section 5.1(c) or Section 5.1(d) shall not have been satisfied or waived as of October 15, 2016, then the Company or Newco may extend the Termination Date for up to ninety days by providing the other party a written notice of such extension on or before the Termination Date as determined without such extension;

(ii)

if any Governmental Entity having jurisdiction over the Company or Newco shall have issued an order, decree or ruling or taken any other action, in each case, such that the condition in Section 5.1(b) would not be satisfied, and such order, decree, ruling or other action shall have become final and non-appealable; or

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(iii)

if the Company Special Meeting shall have concluded without the Company Stockholder Approval having been obtained in accordance with the MGCL and the bylaws of the Company.

(c)

by the Company:

(i)

upon a breach of any covenant or agreement in this Agreement on the part of Newco or upon a breach of any covenant or agreement in the Subscription Agreement by any party thereto or if any representation or warranty of Newco in this Agreement shall be untrue or if any representation or warranty of any party to the Subscription Agreement shall be untrue, in any case such that the conditions set forth in Section 5.3(a) or Section 5.3(b) would not be satisfied (assuming that the date of such determination is the Closing Date); provided that if such breach is curable by Newco through the exercise of reasonable best efforts and Newco continues to exercise such reasonable best efforts, the Company may not terminate this Agreement under this Section 6.1(c)(i);

(ii)

if the Newco Initial Capitalization shall have not been consummated as and when required under this Agreement and the Subscription Agreement or within two Business Days thereafter; or

(iii)

in accordance with Section 4.5, in order to enter into a definitive agreement with respect to a Superior Proposal.

(d)

by Newco:

(i)

upon a breach of any covenant or agreement on the part of the Company, or if any representation or warranty of the Company shall be untrue, in any case such that the conditions set forth in Section 5.2(a) or Section 5.2(b) would not be satisfied (assuming that the date of such determination is the Closing Date); provided that if such breach is curable by the Company through the exercise of reasonable best efforts and the Company continues to exercise such reasonable best efforts, Newco may not terminate this Agreement under this Section 6.1(d)(i); or

(ii)

if the board of directors of the Company shall have publicly disclosed a Change in Recommendation.

6.2

Effect of Termination.

(a)

If this Agreement is terminated under Section 6.1, written notice thereof shall forthwith be given to the other party specifying the provision hereof pursuant to which such termination is made, and this Agreement shall forthwith become null and void, and there shall be no damages or liability on the part of Newco or the Company or their respective directors, officers, employees, stockholders, Representatives, agents or advisors. Section 4.13 and Articles 6 and 7 shall survive any termination of this Agreement. Nothing contained in this Article 6 shall relieve a party from liability for fraud or for any knowing or intentional material breach of any covenant or obligations contained in this Agreement.

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(b)

If this Agreement is terminated under Section 6.1(c)(iii) or Section 6.1(d)(ii), the Company shall wire transfer $3,000,000 (the "Termination Fee") to the account of Newco within two Business Days of termination.

(c)

If (i) this Agreement is terminated under Section 6.1(b)(iii), and (ii) before the Company Special Meeting a proposal for an Alternative Transaction shall have been publicly announced and not withdrawn, then the Company shall reimburse Newco's reasonable out of pocket expenses in connection with the Transactions up to a maximum aggregate amount of $1,000,000 (the "Expense Reimbursement") within ten Business Days following invoice. Additionally, if the Company thereafter enters into a definitive agreement for one or more Alternative Transactions within twelve months following such termination, the Company shall wire transfer to Newco within one Business Day of execution of such definitive agreement an amount equal to the Termination Fee minus the Expense Reimbursement. No more than one Termination Fee shall be payable under this Agreement.

(d)

Notwithstanding anything to the contrary in this Agreement, the right to receive payment of a fee under this Section 6.2 shall, in the circumstances in which such fee is owed pursuant to this Section 6.2, constitute the sole and exclusive remedy of the party receiving such fee and its Affiliates (and any other Person) against the other party and its Affiliates and Representatives for any losses arising out of or related to this Agreement (or any breach of any representation, warranty, covenant, agreement or obligation contained herein and regardless of whether such breach is intentional, unintentional, willful or otherwise), the Transactions (or the abandonment thereof), the failure of the Closing to be consummated or in respect of any other agreement, document or theory of Law or equity or in respect of any oral representations made or alleged to be made in connection herewith or therewith, whether in equity or at law, in contract, in tort or otherwise. Each party acknowledges that the covenants and agreements in this Section 6.2 are an integral part of the Transactions, and that without these covenants and agreements, the other party would not enter into this Agreement. All amounts not timely paid shall bear interest at the prime rate as published in The Wall Street Journal in effect on the date such payment was required to be made through the date such payment was actually received.

Miscellaneous

7.1

Survival of Representations and Warranties. The representations and warranties in this Agreement shall not survive the Closing or, except as provided in Section 6.2, the termination of this Agreement pursuant to Section 6.2. This Section shall not limit any covenant or agreement of the parties which by its terms contemplates performance after the Closing or after the termination of this Agreement, including those contained in Section 4.7.

7.2

Expenses. Except as otherwise expressly provided in this Agreement, all costs and expenses incurred in connection with this Agreement and the consummation of the Transactions shall be paid by the party incurring such costs and expenses, whether or not the Transactions are consummated.

7.3

Choice of Law. Other than the provisions of the MGCL that are mandatorily applicable in respect of the Merger, this Agreement, and all claims or causes of actions (whether at Law, in equity, in contract or in tort) that may be based upon, arise out of, or are related

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to, this Agreement or the negotiation, execution or performance of this Agreement, shall be governed by, and construed in accordance with, the Laws of the State of Delaware applicable to agreements entered into and performed entirely therein by residents thereof, without giving effect to conflict of laws principles (whether of the State of Maryland or any other jurisdiction that would cause the application of the Laws of any jurisdiction other than the State of Delaware).

7.4

Enforcement.

(a)

Any dispute arising under, related to or otherwise involving this Agreement or the Transactions will be litigated in the Court of Chancery of the State of Delaware. The parties agree to submit to the jurisdiction of the Court of Chancery of the State of Delaware and waive trial by jury. The parties do not consent to mediate any disputes before the Court of Chancery.

(b)

Notwithstanding the foregoing, if there is a determination that the Court of Chancery of the State of Delaware does not have subject matter jurisdiction over any dispute arising under this Agreement, the parties agree that: (i) such dispute will be adjudicated only by, and will be subject to the exclusive jurisdiction and venue of, the Superior Court of Delaware of and for the County of New Castle; (ii) if the Superior Court of Delaware does not have subject matter jurisdiction over such dispute, then such dispute will be adjudicated only by, and will be subject to the exclusive jurisdiction and venue of, the Complex Commercial Litigation Division of the Superior Court of the State of Delaware of and for the County of Newcastle; and (iii) if the Complex Commercial Litigation Division of the Superior Court of the State of Delaware does not have subject matter jurisdiction over such dispute, then such dispute will be adjudicated only by, and will be subject to the exclusive jurisdiction and venue of, the United States District Court for the State of Delaware.

(c)

(d)

EACH PARTY 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.

(e)

Process may be served in the manner specified in Section 7.5, such service will deemed effective on the date of such notice, and each party irrevocably waives any defenses or objections it may have to service in such manner.

(f)

Subject to Section 6.2(d), the parties irrevocably stipulate that irreparable damage would occur if any of the provisions of this Agreement were not performed per their specific terms. Accordingly, each party will be entitled to specific performance of the terms hereof in addition to any other remedy to which it is entitled at law or in equity.

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(g)

The court shall award attorneys' fees and expenses and costs to the substantially prevailing party in any action (including appeals) for the enforcement or interpretation of this Agreement. If there are cross claims in such action (including appeals), the court will determine which party is the substantially prevailing party as to the action as a whole and award fees, expenses and costs to such party.

7.5

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):

(a)	If to the Company:	Full Circle Capital Corporation
		102 Greenwich Ave, 2 ^nd Floor
		Greenwich, CT 06830
		Attention: Chief Executive Officer;

with a copy (which shall not constitute notice) to:	Clifford Chance US LLP
	31 West 52 ^nd Street
	New York, NY 10019
	Attention: John A. Healy; and to
	Sutherland Asbill & Brennan LLP
	700 6 ^th Street NW
	Washington, DC 20001
	Attention: Harry Pangas; and
If to Newco:	Great Elm Capital Corp.
	c/o MAST Capital Management LLC
	200 Clarendon Street, 51 ^st Floor
	Boston, MA 02116
	Attention: General Counsel
with a copy (which shall not constitute notice) to:	Skadden, Arps, Slate, Meagher & Flom LLP
	Four Times Square
	New York, NY 10036
	Attention: Michael K. Hoffman; and to
	Schulte Roth & Zabel LLP
	1152 Fifteenth Street, NW, Suite 850
	Washington, DC 20005
	Attention: John J. Mahon

7.6

No Third-Party Beneficiaries. Except as provided in Section 4.7, this Agreement is solely for the benefit of the parties. Except as provided in Section 4.7, 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.

7.7

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 consent 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 7.7 will be null and void.

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7.8

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.

7.9

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.

7.10

Amendment. Subject to applicable Law, the parties may (a) extend the time for the performance of obligations or other acts of the other party, (b) waive any inaccuracies in the representations and warranties of the other party herein, (c) waive compliance by the other party with any of the agreements or conditions herein or (d) amend, modify or supplement this Agreement. Any agreement on the part of a party to any such extension, waiver, amendment, modification or supplement will be valid only if in an instrument in writing signed by an authorized representative of such party.

7.11

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.

7.12

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.

7.13

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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.

7.14

Definitions. For purposes of this Agreement, the following terms have the following definitions:

(a)

"Acquisition Proposal" means any inquiry, offer or proposal made by any Person or group of Persons (other than MAST, GECG, Newco and their Affiliates) relating to any direct or indirect acquisition or purchase, or that could result in ownership, of securities of the Company representing more than 25% of the outstanding voting capital stock of the Company or the Company's assets or any tender offer, exchange offer, merger, reorganization, consolidation, share exchange or other business combination that if consummated would result in any Person or group of Persons beneficially owning more than 25% of the outstanding voting capital stock of the Company or the Company's assets.

(b)

"Administration Agreement" means the administration agreement in the form attached to the Subscription Agreement.

(c)

"Affiliate" is defined in Rule 12b-2 of the Exchange Act.

(d)

"Alternative Transaction" means any of the following events: (i) any tender or exchange offer, merger, consolidation, share exchange or business combination transaction involving the Company with any Person other than Newco, GECG, MAST or any Affiliate thereof (a "Third Party") or (ii) the acquisition by a Third Party of 50% or more of the outstanding shares of Company Common Stock, or of 50% or more of the assets or operations of the Company and its Subsidiaries, taken as a whole, in a single transaction or a series of related transactions (excluding, however, sales or other dispositions of portfolio assets in the ordinary course).

(e)

"Benefit Plan" means each material compensation or benefit plan, program, agreement or arrangement (other than any multiemployer plan within the meaning of Section 3(37) of ERISA), including all stock ownership, stock purchase, stock option, phantom stock or other equity-based, retirement, vacation, severance, disability, death benefit, employment, change-in-control, fringe benefit, bonus, incentive, pension, profit sharing, medical, and deferred compensation plans, programs, agreements or arrangements, whether or not subject to ERISA.

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(f)

"Business Day" means a day, other than a Saturday, Sunday or another day on which commercial banking institutions in New York City are authorized or required by Law to be closed.

(g)

"Company Benefit Plan" means a Benefit Plan which is sponsored, maintained or contributed to by the Company or any of its Subsidiaries or ERISA Affiliates or with respect to which the Company or any of its Subsidiaries have any liability with respect to any of the Company's or any of its Subsidiaries' current or former employees.

(h)

"Company Material Adverse Effect" means any occurrence, change, event, effect or development that, individually or when taken together with all other occurrences, changes, events, effects or developments, has, or would reasonably be expected to have, a material adverse effect on the business, results of operations, assets, liabilities or financial condition of the Company and its Subsidiaries (if any), taken as a whole, including a Credit Event in respect of the Company's assets occurring after the date of this Agreement, or would reasonably be expected to materially impair, prevent or delay the ability of the Person to timely perform its obligations under this Agreement or consummate the Transactions contemplated by this Agreement, including the Merger; provided, however, that no occurrence, change, event, effect or development resulting from or in connection with any of the following shall be deemed by itself or by themselves, either alone or in combination, to constitute or contribute to a Company Material Adverse Effect: (i) occurrences, changes, events, effects or developments generally affecting any or all of the industries or markets in which the Company and its Subsidiaries and portfolio companies operate, (ii) general economic or business conditions or changes therein, including the commencement, continuation or escalation of a war, armed hostilities or other material international or national calamity or acts of terrorism or earthquakes, hurricanes, other natural disasters or acts of God, (iii) general securities or financial market conditions, including changes in interest rates or currency exchange rates, (iv) changes or proposed changes in any Laws, rules, regulations, GAAP or other accounting standards, or authoritative interpretations thereof, (v) the entry into or announcement of this Agreement or the proposed sale of the Company or the pendency or consummation of the Transactions, or any changes or actions resulting from any of the foregoing, (vi) any action required by Law, contemplated by this Agreement, expressly consented to by the other party, or taken at the request of the other party, (vii) any change solely resulting from a change in the fair value of the securities comprising the Company's portfolio, individually or in the aggregate (provided that, for the avoidance of doubt, (x) a Credit Event with respect to financial assets owned by the Company shall constitute a Company Material Adverse Effect and (y) occurrences described in clauses (i), (ii) and (iii) of the definition of Credit Event, to the extent they do not in the aggregate constitute a Credit Event, shall not constitute a Company Material Adverse Effect), or (vii) any Action relating to this Agreement or the Transactions (except in the case of clauses (i), (ii), (iii) or (iv), to the extent that the applicable party is disproportionately adversely affected thereby as compared with similar BDCs, in which case the incremental disproportionate impact may be taken into account in determining whether there has been a Company Material Adverse Effect).

(i)

"Company Net Asset Value" as of any date means the Net Asset Value of the Company as of that date minus an amount equal to the sum of (i) the Company Undistributed NII

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as of that date, (ii) the aggregate amount of the Company's Transaction Costs that were not otherwise deducted in determining the Net Asset Value of the Company, (iii) 50% of the estimated cost to print and distribute the Proxy Statement/Prospectus as agreed in good faith by Newco and the Company, (iv) the estimated premium for the tail policy of directors' and officers' liability insurance and fiduciary liability insurance contemplated by Section 4.7(c) and (v) $5,000,000.

(j)

"Company Undistributed NII" as of any date means the positive amount (if any) of the Company's net investment income, calculated in accordance with GAAP, from March 31, 2016 through the applicable date as of which Company Undistributed NII is being determined.

(k)

"Confidential Information" means all information concerning the furnishing party or any of its subsidiaries or affiliates, whether in verbal, visual, written, electronic or other form, which is made available by the furnishing party or any of its Representatives to the receiving party or any of its Representatives, together, in each case, with all notes, memoranda, summaries, analyses, studies, compilations and other writings relating thereto or based thereon prepared by the receiving party or any of its Representatives provided by the furnishing party to the receiving party before, on or after the date of this Agreement. The term "Confidential Information" does not include information which the receiving party can demonstrate (i) was rightfully in the possession of the receiving party prior to disclosure by the furnishing party; (ii) was or is independently developed by the receiving party without use of the Confidential Information; (iii) is now, or hereafter becomes, available to the public other than as a result of disclosure prohibited by this Agreement; (iv) becomes available to the receiving party or any of its Representatives on a non-confidential basis from a source other than the furnishing party or any of its Representatives and such source is not, to the knowledge of the receiving party following reasonable inquiry, under any obligation to the furnishing party or any of its Representatives to keep such information confidential; (v) is transmitted by or on behalf of the furnishing party after receiving written notification from the receiving party of the termination of discussions relating to the Transaction or written instructions from the receiving party not to furnish any further Confidential Information; or (vi) is disclosed as provided in Section 4.13(b).

(l)

"Credit Event" means an event occurring after the date of this Agreement with respect to (x) financial assets that are owned by the Company on the Measurement Date representing twenty percent or more of the value of the financial assets of the Company (including cash in excess of an amount equal to $5,000,000 plus the Company Undistributed NII as of the Measurement Date) as of 5:30 p.m. eastern time on the Measurement Date or (y) with respect to MAST Portfolio Assets that are owned by the Funds on the Measurement Date representing twenty percent or more of the value of the Measurement Date MAST Portfolio, as applicable, that: (i) the obligor with respect to such financial asset(s) has failed to pay any amount when due (taking into account any grace period) and such failure has not been waived or cured; (ii) any other material indebtedness of any obligor with respect to such financial assets (including any guarantor or co-obligor) has been accelerated or been declared to be in default and as a result the indebtedness with respect to such financial assets has been accelerated; (iii) any obligor with respect to such financial assets (including any guarantor or co-obligor) has become insolvent or made an assignment for the benefit of its creditors or is named as the debtor in a bankruptcy or other insolvency proceeding, has a resolution adopted authorizing its dissolution or winding up or has asserted in writing that any of its obligations in respect of the financial assets are invalid or unenforceable.

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(m)

"Encumbrance" means, with respect to any property or asset, any mortgage, lien, pledge, hypothecation, charge, adverse claim, security interest, community property interest, right of first refusal, encumbrance or limitation on transfer (other than such a limitation arising under federal, state or foreign securities Laws) in respect of such property or asset. A Person shall be deemed to own subject to an Encumbrance any property or asset that it has acquired or holds subject to the interest of a vendor or lessor under any conditional sale agreement, capital lease or other title retention agreement relating to such property or asset.

(n)

"ERISA" means the Employee Retirement Income Security Act of 1974.

(o)

"ERISA Affiliate" means any trade or business, whether or not incorporated, that, together with any entity, would be deemed to be a "single employer" with such entity within the meaning of Section 4001(b) of ERISA.

(p)

"Exchange Ratio" means the quotient of (i) the quotient, rounded to the nearest ten thousandth, of (A) the Company Net Asset Value as of the Measurement Date divided by (B) the number of shares of Company Common Stock outstanding on the Measurement Date; divided by (ii) $15.00.

(q)

"GECG Share Consideration" means the number of shares of Newco Common Stock equal to the remainder of (x) the quotient of (i) (A) $30,000,000, minus (B) the product of (1) 0.25 and (2) the Newco Transaction Costs, divided by (ii) $15.00, minus (y) 30.

(r)

"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.

(s)

"IDC" means International Data Corporation.

(t)

"Intellectual Property" means all (i) copyrights and copyrightable subject matter, and registrations and applications for any of the foregoing; (ii) patents and patent applications, including any continuations, divisionals, continuations-in-part, renewals, and reissues for any of the foregoing; (iii) trademarks, service marks, trade names, logos, slogans, and other similar designations of source or origin, together with the goodwill of the business symbolized by any of the foregoing, and registrations and applications for any of the foregoing; (iv) trade secrets and confidential processes, know-how, and information; (v) Internet domain names; and (vi) other similar intangible assets.

(u)

"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.

(v)

"MAST Portfolio Asset" means each security, evidence of indebtedness, loan, loan participation or other financial asset included in the Signing Date MAST Portfolio.

(w)

"MAST Portfolio Loan Documents" means, with respect to each MAST Portfolio Asset, (i) any promissory note or other evidence of indebtedness; (ii) any indenture, note

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purchase agreement, credit facility or other agreement or instrument under which the MAST Portfolio Asset was created or acquired; (iii) any agreement or other instrument creating or evidencing any guarantee, surety or other credit enhancement or credit support arrangement with respect to the MAST Portfolio Asset; and (iv) any agreement or other instrument or other instrument creating or evidencing any security interest, lien, charge or other similar right in any collateral.

(x)

"MAST Portfolio Share Consideration" means a number of shares of Newco Common Stock equal to the quotient of (i) (A) the value of the Measurement Date MAST Portfolio as of 5:30 p.m. eastern time on the Measurement Date, minus (B) the product of (1) 0.75 and (2) the Newco Transaction Costs, divided by (ii) $15.00. For purposes of this Agreement the value of any MAST Portfolio Asset that does not price using IDC or another publicly available pricing service will be subject to a third party appraisal by Lincoln International or Valuation Research Corporation. If the pricing available through IDC or another publicly available pricing service for any MAST Portfolio Asset is based on trades that are greater than fourteen trading days prior to the reference date, such asset will be valued instead by a third party appraisal by Lincoln International or Valuation Research Corporation.

(y)

"Measurement Date" means the last Business Day of the calendar month most recently ended before the time the Proxy Statement/Prospectus is first mailed to the Company's stockholders for which calculations of Company Net Asset Value and Newco Net Asset Value have been delivered pursuant to Section 4.2.

(z)

"Measurement Date Undistributed MAST Portfolio Earnings" means all proceeds on the MAST Portfolio Assets accruing between the date of this Agreement and 5:30 p.m. eastern time on the Measurement Date, including interest accruing on, principal repaid on and sales proceeds accruing from the ownership, sale or other disposition of any MAST Portfolio Asset. For the avoidance of doubt, securities of the same issuer and CUSIP as the securities included in the Signing Date MAST Portfolio may be substituted for any portion of the value of the Measurement Date Undistributed MAST Portfolio Earnings, so long as (i) the Net Asset Value of such securities as of the Measurement Date is equal to the reduction in cash proceeds included in the definition of "Measurement Date MAST Portfolio" and (ii) the Funds provide notice to Newco and the Company of the securities to be included herein within three Business Days of the Measurement Date; provided , however , that such substituted securities shall not cause the Surviving Corporation to fail to satisfy the asset diversification requirements of Section 851(b)(3) of the Code immediately after the Closing, determined by treating the Closing Date as the close of a quarter of the Surviving Corporation's taxable year.

(aa)

"Net Asset Value" means with respect to any Person and as of any date the net asset value of such Person, as of the applicable date, determined in good faith by the applicable party's board of directors in compliance with the Investment Company Act. For the avoidance of doubt, in determining Net Asset Value, each party shall take into account all accruals and other items that would be required under GAAP to appear as liabilities on the face of the Person's balance sheet as well as such other considerations as deemed necessary or appropriate in order to comply with any applicable SEC guidance regarding compliance with Section 23 of the Investment Company Act.

(bb)

"New Management Agreement" means the investment management agreement with the New Manager in the form attached to the Subscription Agreement.

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(cc)

"Newco Material Adverse Effect" means any occurrence, change, event, effect or development that, individually or when taken together with all other occurrences, changes, events, effects or developments, has, or would reasonably be expected to have, a material adverse effect on the business, results of operations, assets, liabilities or financial condition of Newco (after giving effect to the transactions contemplated by the Subscription Agreement), including a Credit Event with respect to any MAST Portfolio Asset occurring after the date of this Agreement, or would reasonably be expected to materially impair, prevent or delay the ability of Newco to timely perform its obligations under this Agreement or consummate the Transactions contemplated by this Agreement, including the Merger, and the transactions contemplated by the Subscription Agreement or Registration Rights Agreement; provided, however, that no occurrence, change, event, effect or development resulting from or in connection with any of the following shall be deemed by itself or by themselves, either alone or in combination, to constitute or contribute to a Newco Material Adverse Effect: (i) occurrences, changes, events, effects or developments generally affecting any or all of the industries or markets in which Newco and the Funds operate, (ii) general economic or business conditions or changes therein, including the commencement, continuation or escalation of a war, armed hostilities or other material international or national calamity or acts of terrorism or earthquakes, hurricanes, other natural disasters or acts of God, (iii) general securities or financial market conditions, including changes in interest rates or currency exchange rates, (iv) changes or proposed changes in any Laws, rules, regulations, GAAP or other accounting standards, or authoritative interpretations thereof, (v) the entry into or announcement of this Agreement or the proposed acquisition of the Company or the pendency or consummation of the Transactions, or any changes or actions resulting from any of the foregoing, (vi) any action required by Law, contemplated by this Agreement, expressly consented to by the other party, or taken at the request of the other party, (vii) any change solely resulting from a change in the fair value of the MAST Portfolio Assets, individually or in the aggregate (provided that, for the avoidance of doubt, (x) a Credit Event with respect to the MAST Portfolio Assets shall constitute a Newco Material Adverse Effect and (y) occurrences described in clauses (i), (ii) and (iii) of the definition of Credit Event, to the extent they do not in the aggregate constitute a Credit Event, shall not constitute a Newco Material Adverse Effect), or (vii) any Action relating to this Agreement or the Transactions (except in the case of clauses (i), (ii), (iii) or (iv), to the extent that the applicable party is disproportionately adversely affected thereby as compared with similar businesses and funds, in which case the incremental disproportionate impact may be taken into account in determining whether there has been a Newco Material Adverse Effect).

(dd)

"Newco Net Asset Value" as of any reference date means the Net Asset Value of Newco, calculated as if Newco acquired the MAST Portfolio Assets and received the $30,000,000 cash investment by GECG on March 31, 2016, minus the sum of (i) any interest earnings accrued on any MAST Portfolio Asset as of such reference date and (ii) the Newco Transaction Costs.

(ee)

"Newco Transaction Costs" means the sum of (i) Newco's legal, accounting and other costs and expenses incurred and to be incurred in connection with this Agreement and the Transactions through the Closing, including an estimate made in good faith of costs and expenses not yet invoiced and the costs and expenses attributable to services not yet performed, estimated as of the Measurement Date, plus, (ii) 50% of the estimated cost to print and distribute the Proxy Statement/Prospectus as agreed in good faith by Newco and the Company, in each case estimated as of the Measurement Date. For the

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avoidance of doubt, Newco Transaction Costs includes an estimate of costs to be incurred after the Measurement Date through and including the Closing Date.

(ff)

"Per Share Consideration" means the number of shares of Surviving Corporation Common Stock received by the holders of Company Common Stock, determined in accordance with this Agreement.

(gg)

"Person" means any natural person or any corporation, partnership, limited liability company, association, trust or other entity or organization, including any Governmental Entity.

(hh)

"Proxy Statement/Prospectus" means the combined form of proxy statement and prospectus pursuant to which (i) the Company will solicit the Company Stockholder Approval and (ii) Newco will offer the shares of Surviving Corporation Common Stock that are issuable in the Merger.

(ii)

"Registration Rights Agreement" means a registration rights agreement in the form attached to the Subscription Agreement.

(jj)

"Registration Statement" means the registration statement on Form N-14 to be filed by Newco with respect to the Merger, and any amendments to such registration statement, and includes the Proxy Statement/Prospectus filed as part of such registration statement.

(kk)

"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.

(ll)

"Signing Date MAST Portfolio" means the portfolio of securities set forth in Annex 1 of the Subscription Agreement, together with all rights in and to:

(i)

any proceeds receivable after the Measurement Date and before the Closing in respect of principal of any of the MAST Portfolio Assets;

(ii)

the right to all payments of accrued interest and any other interest, principal, penalties, fees, charges and other amounts received or receivable on or in respect of any of the MAST Portfolio Assets accruing after the Closing;

(iii)

all collateral or other security interests to which the Funds are beneficiaries or otherwise have rights in respect of any of the MAST Portfolio Assets;

(iv)

all rights and remedies under guarantees, warranties, purchase agreements, indentures, indemnities and similar rights in favor of the Funds related to any of the MAST Portfolio Assets;

(v)

the causes of action, lawsuits, judgments, refunds, choses in action, rights of recovery, rights of set-off, rights of recoupment, demands and any other rights or claims, including all preference or avoidance claims and actions of any of the Funds that are related to any of the MAST Portfolio Assets; and

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(vi)

all rights to receive mail and other communications addressed to the Funds that pertain to the MAST Portfolio Assets, including any mail and communications from trustees, collateral agents and administrative agents.

(mm)

"Special Dividend" means a special dividend, payable in cash, in an aggregate amount equal to the sum of (i) $5,000,000, (ii) the Company Undistributed NII as of the Measurement Date and (iii) the amount of net investment income paid or accrued on the Company's investment portfolio and cash from the Measurement Date through the Effective Time.

(nn)

"Subsidiary" means, as to any Person, any corporation, partnership, limited liability company, association or other business entity that is consolidated with such Person for financial reporting purposes under GAAP.

(oo)

"Superior Proposal" means any bona fide written Acquisition Proposal received after the date hereof that the Company's board of directors determines in good faith, after consultation with its outside legal and financial advisors, to be reasonably likely to be consummated in accordance with its terms and to be more favorable to the Company and its stockholders from a financial point of view than the Transactions (including any adjustment to the terms and conditions proposed by Newco in response to such proposal pursuant to Section 4.5(e) or otherwise); provided that for purposes of this definition references to 25% in the definition of "Acquisition Proposal" shall be deemed to be references to 50%.

(pp)

"Tax Return" means any report, return, declaration or filing required or permitted to be supplied to any taxing authority or jurisdiction (foreign or domestic) with respect to Taxes, and any amendments thereto or extension filings thereof.

(qq)

"Taxes" means any and all taxes, charges, fees, levies or other assessments, (including, income, gross receipts, excise, real or personal property, sales, withholding, social security, occupation, use, service, service use, value added, license, net worth, payroll, franchise, transfer and recording taxes, fees and charges) in the nature of a tax, imposed by any Governmental Entity, whether computed on a separate, consolidated, unitary, combined or any other basis; and such term shall include any interest, penalties or additional amounts attributable to, or imposed upon, or with respect to, any such taxes, charges, fees, levies or other assessments.

(rr)

"Transaction Costs" means with respect to the Company the legal and investment banking costs and expenses incurred and to be incurred in connection with this Agreement and the Transactions for services performed through the Closing, including an estimate made in good faith of costs and expenses not yet invoiced and the costs and expenses attributable to services not yet performed. For the avoidance of doubt, Transaction Costs includes an estimate of costs to be incurred after the Measurement Date through and including the Closing Date.

(ss)

"Treasury Regulations" means the income tax regulations, including temporary regulations, promulgated under the Code, as such regulations may be amended from time to time (including the corresponding provisions of succeeding regulations).

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The parties have executed this Agreement as of the date first written above.

FULL CIRCLE CAPITAL CORPORATION

By: /s/ Michael J. Sell
Name: Michael J. Sell
Title: Chief Financial Officer, Treasurer and Secretary

GREAT ELM CAPITAL CORP.

By: /s/ Peter A. Reed
Name: Peter A. Reed
Title: CEO

[Signature page to Agreement and Plan of Merger]

Exhibit 2.2

EXECUTION VERSION

SUBSCRIPTION AGREEMENT

SUBSCRIPTION AGREEMENT, dated as of June 23, 2016 (this "Agreement"), by and among Great Elm Capital Corp., a Maryland corporation ("Newco"), Great Elm Capital Group, Inc., a Delaware corporation ("Great Elm"), and the Funds (as defined herein), and, as to Section 1 only, MAST Capital Management LLC, a Delaware limited liability company (“MAST”). Certain capitalized terms used in this Agreement have the meanings ascribed to them in Section 7.14 of the Merger Agreement (as defined below).

Recitals

Concurrently with the execution and delivery of this Agreement, Newco is entering into an Agreement and Plan of Merger (the "Merger Agreement"), with Full Circle Capital Corporation, a Maryland corporation ("Full Circle").

Great Elm and the Funds, severally and not jointly, will contribute assets to Newco on the terms and subject to the conditions in this Agreement.

Newco, Great Elm and the Funds are entering into this Agreement in order to induce Full Circle to enter into the Merger Agreement.

Agreement

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

The Transactions

1.1

Great Elm's Contribution . Immediately following the execution and delivery of this Agreement, Great Elm will contribute $30 million, by wire transfer, in exchange for: (a) the book-entry issuance by Newco of 30 shares of common stock, par value $0.01 per share, of Newco (the "Newco Common Stock") on the date hereof; and (b) the book-entry issuance by Newco at the Closing (as defined below) of the aggregate number of shares of Newco Common Stock equal to the Great Elm Share Consideration.

1.2

Purchase of the Funds' Portfolio .

(a)

(i) Subject to the satisfaction or waiver of the conditions in Article 6, not later than the last Business Day of the month in which the proxy statement/prospectus included in the Registration Statement (the "Proxy Statement/Prospectus") is mailed to the stockholders of Full Circle and before Newco files with the Securities and Exchange Commission (the "SEC") pursuant to the Investment Company Act of 1940 (the "Investment Company Act") an election on Form N-54A to be regulated as a "Business Development Company" as defined in Section 2(a)(48) of the Investment Company Act (a "BDC"), the Funds, severally and not jointly, will sell, convey, assign, transfer and deliver to Newco, free and clear of all Encumbrances, and Newco will purchase, acquire and accept from the Funds, all of each Fund’s respective right, title and interest in and to the portion of the Measurement Date MAST Portfolio owned by such Fund, in each case in exchange for the book-entry issuance by Newco of a number of shares of Newco Common Stock equal to its Measurement Date Fund Percentage of the MAST Portfolio Share Consideration. For the avoidance of doubt, the Newco Common Stock will be distributed amongst the Funds on a pro rata basis as determined by the value of the portion of the Measurement Date MAST Portfolio contributed by each Fund pursuant to this Agreement.

(i) Newco shall file with the SEC pursuant to the Investment Company Act an election on Form N-54A to be regulated as a BDC which election is in effect no later than the first calendar day of the month following the month in which Newco acquires the Measurement Date MAST Portfolio from the Funds.

(b)

Except as set forth in clause (i) of the definition of "Measurement Date MAST Portfolio", all accrued interest and any other interest, penalties, fees, charges and other amounts received or accrued on or in respect of any of the Signing Date MAST Portfolio (but excluding proceeds in respect of principal) through and including the Closing Date, shall be owned by the Funds. If the issuer of any MAST Portfolio Asset shall have exercised, before the Closing Date, such issuer's right to redeem such MAST Portfolio Asset, the premium (if any) associated with such redemption shall be owned by the Funds.

(c)

If any of the amounts excluded pursuant to Section 1.2(b) are received by Newco, Newco shall promptly remit such amounts to the Funds.

(d)

On or before the last Business Day of the month in which the Proxy Statement/Prospectus is mailed to the stockholders of Full Circle and before Newco files with the SEC pursuant to the Investment Company Act an election on Form N-54A to be regulated as a BDC, each of the Funds shall duly execute and deliver to Newco a bill of sale in a form reasonably specified by counsel to Newco, transfer tax forms required under applicable Law, and such other documents and instruments as reasonably requested by counsel to Newco to perfect Newco's interest in the Measurement Date MAST Portfolio. The Funds will take such further or other steps and do all such further or other acts and things and to execute all such further deeds, electronic transfers and documents as Newco may reasonably require to effect the transfer of ownership to and perfection of ownership in the Measurement Date MAST Portfolio to Newco. In connection with the purchase and sale of the Measurement Date MAST Portfolio, the Funds shall deliver all Loan Documents and correspondence thereunder to Newco.

(e)

The parties intend that for U.S. federal income tax purposes, the transfer of the Measurement Date MAST Portfolio described in Section 1.2 will be treated as an exchange of Newco Common Stock for the Measurement Date MAST Portfolio in a transaction to which Section 351 of the U.S. Internal Revenue Code of 1986 does not apply.

1.3

Closing . The closing (the "Closing") of the transactions contemplated by Section 1.2 (the “Transactions”) will take place no later than the third Business Day after satisfaction or waiver of all the conditions set forth in Article 6 of this Agreement and Article 5 of the Merger Agreement (other than (a) conditions that by their terms are to be satisfied at the Closing and (b) any conditions in the Merger Agreement regarding the consummation of the Transactions contemplated by this Agreement) at the offices of Skadden, Arps, Slate, Meagher & Flom, Four Times Square, New York, New York, unless another time, date or place is agreed to in writing by the parties. The close of business date on which the Closing actually occurs is the "Closing Date".

1.4

Unregistered Securities . Great Elm and each of the Funds understands and acknowledges that the shares of Newco Common Stock issuable pursuant to this Agreement, and any securities issued in respect of or in exchange for such shares, will be deposited into a restricted book-entry account or, if certificated, may bear one or all of the following legends:

(a)

"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE LAWS, AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND, IF REQUESTED BY THE COMPANY, UPON DELIVERY OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT THE PROPOSED TRANSFER IS EXEMPT FROM THE SECURITIES ACT."

(b)

Any legend required by the securities laws of any state to the extent such laws are applicable to the shares represented by the certificate so legended.

(c)

"THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON VOTING CONTAINED IN THE SUBSCRIPTION AGREEMENT, DATED AS OF JUNE 23, 2016. A COPY OF SUCH AGREEMENT IS ON FILE AT THE OFFICES OF THE COMPANY."

Great Elm's Representations and Warranties . Except as disclosed in the disclosure letter, dated the date of this Agreement, delivered to Newco and the Funds concurrently with the execution and delivery of this Agreement, Great Elm represents and warrants to Newco and the Funds as follows:

2.1

Organization . Great Elm is a corporation duly organized, validly existing and in good standing under the laws of Delaware.

2.2

Authorization; Validity of Agreement; Required Action . Great Elm 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 Great Elm. The execution and delivery by Great Elm of this Agreement, the performance of Great Elm's obligations hereunder and the consummation by Great Elm of the Transactions that are required to be consummated by Great Elm have been duly authorized by its board of directors, and no other corporate action on the part of Great Elm is necessary to authorize the execution and delivery by Great Elm of this Agreement and the consummation by it of the Transactions required to be consummated by Great Elm. This Agreement has been duly executed and delivered by Great Elm and, assuming due and valid authorization, execution and delivery hereof by each other party, is a valid and binding obligation of Great Elm, enforceable against Great Elm 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 (a), the "Enforceability Exceptions").

2.3

Consents and Approvals; No Violations . The execution and delivery of this Agreement by Great Elm does not, and the performance by Great Elm of its obligations under this Agreement and the consummation by Great Elm of the Transactions required to be consummated by Great Elm will not: (a) violate any provision of the organizational documents, as amended, of Great Elm; (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 Great Elm 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 Great Elm; (c) violate any Law applicable to Great Elm or any of its properties or assets; or (d) other than in connection with or compliance with (i) the Hart Scott Rodino Antitrust Improvements Act of 1976 ("HSR"), (ii) the Securities Act of 1933 (the "Securities Act"), (iii) the Securities Exchange Act of 1934 (the "Exchange Act"), and (iv) the Investment Company Act of 1940 (the "Investment Company Act") require Great Elm to make any filing or registration with, or provide any notification to, or require Great Elm to obtain any authorization, consent or approval of, waiver by ("Consents") any Governmental Entity, except in the case of clauses (b), (c) and (d), 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, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Great Elm.

2.4

Investment Manager Filing . Great Elm Capital Management, Inc., a Delaware corporation (the "Investment Manager"), has filed a Form ADV with the SEC and shall be registered as an investment adviser under the Investment Advisers Act of 1940 (the "Advisers Act") prior to the consummation of the Merger.

2.5

Financial Resources . Great Elm has sufficient financial resources to fund its commitments under this Agreement without incurring any additional indebtedness or issuing any new equity securities. Great Elm acknowledges that its obligations under this Agreement are not subject to any financing condition or contingency related to its ability to finance the capital contribution in Section 1.1.

2.6

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 Great Elm.

2.7

Private Placement .

(a)

Great Elm is (i) an "accredited investor" as that term is defined in Rule 501 of Regulation D promulgated under the Securities Act and (ii) a "qualified purchaser" as that term is defined in the Investment Company Act.

(b)

The shares of Newco acquired by Great Elm pursuant to this Agreement are being acquired for Great Elm's own account, only for investment purposes and not with a view to, or for resale in connection with, any public distribution or public offering in violation of the Securities Act.

(c)

Great Elm understands and acknowledges that the offering of the shares of Newco Common Stock pursuant to this Agreement will not be registered under the Securities Act on the grounds that the offering and sale of such shares is exempt from registration under the Securities Act pursuant to Rule 506 of Regulation D thereof and exempt from registration pursuant to applicable state securities or blue sky laws and, therefore, the shares of Newco Common Stock acquired hereunder will be characterized as "restricted securities" under the Securities Act and such other laws and may not be sold unless such shares are subsequently registered under the Securities Act and qualified under state law or unless an exemption from such registration and such qualification is available.

(d)

Great Elm: (i) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its prospective investment in shares of Newco Common Stock; (ii) has the ability to bear the economic risks of its prospective investment; and (iii) has not been offered the shares of Newco Common Stock by any form of advertisement, article, notice, or other communication published in any newspaper, magazine, or similar medium; or broadcast over television or radio; or any seminar or meeting whose attendees have been invited by any such medium.

2.8

Information Supplied . The information supplied or to be supplied by Great Elm for inclusion or incorporation by reference in filings by any party (including Full Circle) under the Securities Act, the Exchange Act or Investment Company Act, including Newco's registration statement on Form N-14 (as amended, the "Registration Statement") related to the Transactions and the transactions contemplated by the Merger Agreement and any amendment or supplement thereto (the "Securities Filings"), will not, at the time the Registration Statement is filed with the SEC, at any time it is amended or supplemented, at the time the Proxy Statement/Prospectus first is mailed to the stockholders of Full Circle or at the date of the meeting of Full Circle's stockholders held to consider the Merger Agreement (the "Full Circle Special Meeting"), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein and necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading.

2.9

Investment Company Status . Great Elm is not an "investment company" required to be registered under the Investment Company Act.

2.10

Investigation . Great Elm has conducted its own independent review and analysis of the businesses, assets, condition, operations and prospects of Full Circle and its Subsidiaries and has been provided access to the properties, premises and records of Full Circle and its Subsidiaries for this purpose. In entering into this Agreement, Great Elm has relied solely upon its own investigation and analysis and the investigation by employees of Great Elm, and acknowledges that, except for the representations and warranties of Full Circle in Article 2 of the Merger Agreement, none of Full Circle or its Subsidiaries nor any of their respective Representatives makes any representation or warranty, either express or implied, as to the accuracy or completeness of any of the information provided or made available to Great Elm or any of its Representatives. Without limiting the generality of the foregoing, none of Full Circle or its Subsidiaries nor any of their respective Representatives or any other Person has made a representation or warranty to Great Elm with respect to (a) any projections, estimates or budgets for Full Circle or its Subsidiaries or (b) any material, documents or information relating to Full Circle or its Subsidiaries made available to Great Elm or any of its Representatives in any "data room," confidential information memorandum or otherwise, except as expressly and specifically covered by a representation or warranty in Article 2 of the Merger Agreement

2.11

New Manager . Great Elm shall cause the New Manager, as such term is defined in the Merger Agreement, to use its reasonable best efforts to cause the conditions set forth in Sections 5.1(c), 5.1(d), 5.1(e), 5.3(b), 5.3(d) and 5.3(e) of the Merger Agreement to be satisfied prior to the Termination Date, including as such date may be extended in accordance with the Merger Agreement.

Newco's Representations and Warranties . Except as disclosed in the disclosure letter, dated the date of this Agreement, delivered to Great Elm and the Funds concurrently with the execution and delivery of this Agreement (the "Newco Disclosure Letter"), Newco represents and warrants to each of the Funds and Great Elm as follows:

3.1

Organization . Newco is duly organized, validly existing and in good standing under the laws of Maryland. On the Closing Date, Newco will be duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the nature of the business to be conducted by the Surviving Corporation (as defined in the Merger Agreement) from and after the Effective Time (as defined in the Merger Agreement) will make such qualification necessary, in each case except where the failure to be so qualified or to be in good standing would not have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Newco. The organizational documents of Newco delivered to counsel for Great Elm and the Funds are true, correct and complete and have not been amended. The initial directors and officers of Newco are listed in Section 3.1 of the Newco Disclosure Letter, and there are two vacant seats on Newco's board of directors.

3.2

Authorization; Validity of Agreement; Required Action . Newco 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 Newco. The execution and delivery by Newco of this Agreement, the performance of Newco's obligations hereunder and the consummation by Newco of the Transactions that are required to be consummated by Newco have been duly authorized by its board of directors, and no other corporate action on the part of Newco is necessary to authorize the execution and delivery by Newco of this Agreement and the consummation by it of the Transactions required to be consummated by Newco. This Agreement has been duly executed and delivered by Newco and, assuming due and valid authorization, execution and delivery hereof by each other party, is a valid and binding obligation of Newco, enforceable against Newco in accordance with its terms, except for the Enforceability Exceptions.

3.3

Consents and Approvals; No Violations . The execution and delivery of this Agreement by Newco does not, and the performance by Newco of its obligations under this Agreement and the consummation by Newco of the Transactions required to be consummated by Newco will not; (a) violate any provision of the organizational documents, as amended, of Newco; (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 Newco 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 Newco; (c) violate any Law applicable to Newco or any of its properties or assets; or (d) other than in connection with or compliance with (i) HSR, (ii) the Securities Act, (iii) the Exchange Act, and (iv) the Investment Company Act require Newco to make any filing or registration with, or provide any notification to, or require Newco to obtain any Consents of any Governmental Entity, 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, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Newco.

3.4

Capitalization . The authorized capital stock of Newco consists of 100,000,000 shares of Newco Common Stock. As of the date of this Agreement (but prior to giving effect to the transactions described in Section 1.1(a)), there are: (a) one share of Newco Common Stock issued and outstanding; (b) no shares of Newco Common Stock held in treasury; and (c) no other shares of capital stock or other voting securities of Newco issued, reserved for issuance or outstanding. All of the issued and outstanding shares of Newco Common Stock immediately before the Effective Time will be duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. There are no bonds, debentures, notes or other indebtedness that have the right to vote on any matters on which shareholders of Newco may vote. There are no trust preferred or subordinated debt securities of Newco issued or outstanding. As of the date of this Agreement there are, and immediately before the Effective Time will be, no outstanding subscriptions, options, warrants, puts, calls, rights, exchangeable or convertible securities or other commitments or agreements obligating Newco to issue, transfer, sell, purchase, redeem or otherwise acquire, any such securities. There are no voting trusts, shareholder agreements, proxies or other agreements in effect with respect to the voting or transfer of Newco Common Stock or other equity interests of Newco.

3.5

3.6

Private Sale .

(a)

Newco has not, either directly or through any agent, offered any securities to or solicited any offers to acquire any securities from, or otherwise approached, negotiated, or communicated in respect of any securities with, any person in such a manner as to require that the offer or sale of such securities be registered pursuant to the provisions of Section 5 of the Securities Act or the securities laws of any other jurisdiction.

(b)

Newco has not engaged in any general solicitation in connection with the offer and sale of the shares of Newco Common Stock contemplated to be issued hereunder.

(c)

The issuance of shares of Newco Common Stock hereunder is exempt from registration under the Securities Act.

3.7

No Operations . Newco is a newly formed entity, and (except in connection with this Agreement, the Merger Agreement and the transactions contemplated hereby and thereby) has conducted no business or operations, entered into any agreement or incurred or suffered to exist any liability or obligation.

3.8

Purchaser Shares . The shares of Newco Common Stock issuable pursuant to Article 1, when issued in accordance with this Agreement, will be duly and validly issued, fully paid, non-assessable, free and clear of any Encumbrance (other than Encumbrances arising under obligations of Great Elm or the Funds (as to which no representation is made) and not issued in contravention of any preemptive rights.

3.9

Information Supplied . The information supplied or to be supplied by Newco for inclusion or incorporation by reference in any of the Securities Filings will not, at the time the Registration Statement is filed with the SEC, at any time it is amended or supplemented, at the time the Proxy Statement/Prospectus first is mailed to the stockholders of Full Circle or at the time of the Full Circle Special Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein and necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. No representation or warranty is made in this Section with respect to information supplied for inclusion or incorporation by reference in the Securities Filings by parties to this Agreement other than Newco.

3.10

Private Placement . Newco is: (a) an "accredited investor" as that term is defined in Rule 501 of Regulation D promulgated under the Securities Act; (b) a "qualified purchaser" as that term is defined in the Investment Company Act; and (c) a "qualified institutional buyer" as that term is defined in Rule 144A promulgated under the Securities Act.

3.11

Investment Company Status . From the date of this Agreement until the transactions contemplated by the Merger Agreement have been consummated, Newco will not be required to register as an investment company under the Investment Company Act.

3.12

Investigation . Newco has conducted its own independent review and analysis of the businesses, assets, condition, operations and prospects of Full Circle and its Subsidiaries and has been provided access to the properties, premises and records of Full Circle and its Subsidiaries for this purpose. In entering into this Agreement, Newco has relied solely upon its own investigation and analysis and the investigation by employees of MAST on Newco's behalf, and acknowledges that, except for the representations and warranties of Full Circle in Article 2 of the Merger Agreement, none of Full Circle or its Subsidiaries nor any of their respective Representatives makes any representation or warranty, either express or implied, as to the accuracy or completeness of any of the information provided or made available to Newco or any of its Representatives. Without limiting the generality of the foregoing, none of Full Circle or its Subsidiaries nor any of their respective Representatives or any other Person has made a representation or warranty to Newco with respect to (a) any projections, estimates or budgets for Full Circle or its Subsidiaries or (b) any material, documents or information relating to Full Circle or its Subsidiaries made available to Newco or any of its Representatives in any "data room," confidential information memorandum or otherwise, except as expressly and specifically covered by a representation or warranty in Article 2 of the Merger Agreement.

The Funds' Representations and Warranties . Except as disclosed in the disclosure letter, dated the date of this Agreement, delivered to Newco and Great Elm concurrently with the execution and delivery of this Agreement, each of the Funds, severally and not jointly, represents and warrants to Newco and Great Elm as follows:

4.1

Organization . Such Fund is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and has all requisite corporate power and authority to own its properties and assets and to conduct its business as it is currently being conducted. Such Fund is duly qualified to do business and is in good standing in each jurisdiction in which the nature of the business conducted by it makes such qualification necessary, except where the failure to be so qualified or to be in good standing would not have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on such Fund.

4.2

Authorization; Validity of Agreement; Required Action . Such Fund has the requisite limited partnership or corporate power and authority to execute and deliver this Agreement and to consummate the Transactions that are required to be consummated by such Fund. The execution and delivery by such Fund of this Agreement, the performance of such Fund's obligations hereunder and the consummation by such Fund of the Transactions that are required to consummated by such Fund have been duly authorized by its general partner or investment manager, and no other corporate action on the part of such Fund or vote of the board of directors or limited partners/members of such Fund is necessary to authorize the execution and delivery by such Fund of this Agreement and the consummation by it of the Transactions required to be consummated by such Fund. This Agreement has been duly executed and delivered by such Fund and, assuming due and valid authorization, execution and delivery hereof by each other party, is a valid and binding obligation of such Fund, enforceable against such Fund in accordance with its terms, except for the Enforceability Exceptions.

4.3

Consents and Approvals; No Violations . The execution and delivery of this Agreement by such Fund does not, and the performance by such Fund of its obligations under this Agreement and the consummation by such Fund of the Transactions required to be consummated by such Fund will not: (a) violate any provision of the organizational documents, as amended, of such Fund; (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 such Fund 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 such Fund; (c) violate any Law applicable to such Fund or any of its properties or assets; or (d) other than in connection with or compliance with (i) HSR, (ii) the Securities Act, (iii) the Exchange Act, and (iv) the Investment Company Act require such Fund to make any filing or registration with, or provide any notification to, or require such Fund to obtain any Consents of any Governmental Entity, 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, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on such Fund or the validity of any of the actions to be taken at the Closing or the validity or enforceability of this Agreement or the Merger Agreement.

4.4

No Undisclosed Liabilities . Newco will assume no funding liability or obligation as a result of the contribution of the Measurement Date MAST Portfolio pursuant to this Agreement, but will assume all obligations under the Loan Documents, including indemnification obligations.

4.5

Title . As of the Closing Date and after giving effect to the Transactions, Newco will own good and valid title to the Measurement Date MAST Portfolio free and clear of any Encumbrance, including any counterclaim, defense or right of set off by or of the issuer of any MAST Portfolio Asset.

4.6

Litigation and Claims . There is no action, suit, demand, inquiry, proceeding, claim, cease and desist letter, hearing or investigation by or before any Governmental Entity pending, or, to the knowledge of such Fund, threatened in respect of such Fund or the Measurement Date MAST Portfolio that could materially and adversely affect the Measurement Date MAST Portfolio or the ability of such Fund to complete the Transactions or to materially adversely affect the validity of any of the actions to be taken at the Closing or the enforceability of this Agreement or the Merger Agreement, or materially delay the Closing, and the Measurement Date MAST Portfolio is not subject to any material Order.

4.7

The MAST Portfolio Assets .

(a)

(i) As of the date of this Agreement, the fair market value of the MAST Portfolio Assets as of May 31, 2016 set forth on Annex 1 has been calculated in accordance with such Fund's valuation policies as confirmed by such Fund's administrator.

(ii) As of the Closing Date, the fair market value of the MAST Portfolio Assets as of May 31, 2016 set forth on Annex 1 (or any revision thereto) (x) has been calculated in accordance with Accounting Standards Codification 820, "Fair Value Measurements and Disclosures" , issued by the Financial Accounting Standards Board and (y) represents the fair value of such assets as determined in good faith, after due diligence, by such Fund.

(b)

The Loan Documents previously made available to Full Circle are to the best of such Fund's knowledge (i) true, correct and complete in all material respects and (ii) valid, enforceable and in full force and effect.

(c)

No payment of principal or interest is past due on any security in the Measurement Date MAST Portfolio and, to the best of such Fund's knowledge, no event of default exists (or would exist with notice or the lapse of time or both) in respect of any MAST Portfolio Asset.

(d)

The consummation of the Transactions will not conflict with or result in a breach or a violation or constitute a default or Credit Event under the applicable Loan Documents.

(e)

Such Fund is the sole beneficial owner and holder of each of the MAST Portfolio Assets owned by such Fund and such Fund has full right and authority to sell and assign such MAST Portfolio Assets to Newco pursuant to this Agreement.

(f)

No MAST Portfolio Asset has been assigned or pledged by such Fund, except for pledges or other grants of security interests which will be released on or prior to the Closing.

(g)

Each of such Fund's MAST Portfolio Assets is genuine and constitutes the legal, valid and binding obligation of the maker thereof, enforceable in accordance with its terms in all material respects, except as such enforcement may be limited by the Enforceability Exceptions.

(h)

To the best of such Fund's knowledge, each of the MAST Portfolio Assets owned by such Fund to be contributed by such Fund is entitled to the benefit of the Loan Documents previously made available to counsel for Newco and is secured to the extent described therein by the collateral described in the applicable Loan Documents.

(i)

No provision of any Loan Document has been impaired, waived, altered or modified in any material, adverse respect, except as previously disclosed to counsel to Newco.

(j)

To the best of such Fund's knowledge, as of the date of this Agreement, no event described in clauses (i), (ii) or (iii) of the definition of "Credit Event" has occurred with respect to any MAST Portfolio Asset.

(k)

The portion of the Measurement Date MAST Portfolio transferred by such Fund to Newco is not a diversified portfolio of stocks and securities, as described in Treasury Regulations Section 1.351-1(c)(6)(i).

4.8

Related Party Transactions . None of such Fund's partners, managers, members, executive officers or to such Fund's knowledge, directors, has any ownership interest in any issuer of any of the securities in the Measurement Date MAST Portfolio (other than ownership of less than five percent of any publicly traded issuer).

4.9

4.10

Information Supplied .

(a)

The information supplied or to be supplied by the Funds for inclusion or incorporation by reference in any of the Securities Filings will not, at the time the Registration Statement is filed with the SEC, at any time it is amended or supplemented, at the time the Proxy Statement/Prospectus first is mailed to the stockholders of Full Circle or at the time of the Full Circle Special Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein and necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading.

(b)

The audited schedule of MAST Portfolio Assets supplied for inclusion or incorporation by reference into the Securities Filings have been prepared in accordance with U.S. generally accepted accounting principles applied on a consistent basis and comply as to form with Regulation S-X and all other applicable Law.

(c)

No representation or warranty is made in this Section with respect to information supplied by Persons other than the Funds.

4.11

Private Placement .

(a)

Such Fund is an "accredited investor" as that term is defined in Rule 501 of Regulation D promulgated under the Securities Act.

(b)

The shares of Newco acquired by such Fund pursuant to this Agreement are being acquired for such Fund's own account, only for investment purposes and not with a view to, or for resale in connection with, any public distribution or public offering in violation of the Securities Act.

(c)

Such Fund understands and acknowledges that (i) the offering of the shares of Newco Common Stock pursuant to this Agreement will not be registered under the Securities Act on the grounds that the offering and sale of the shares of Newco Common Stock is exempt from registration under the Securities Act pursuant to Rule 506 of Regulation D thereof and exempt from registration pursuant to applicable state securities or blue sky laws and, therefore, the shares of Newco Common Stock acquired hereunder will be characterized as "restricted securities" under the Securities Act and such other laws and may not be sold unless such shares are subsequently registered under the Securities Act and qualified under state law or unless an exemption from such registration and such qualification is available.

(d)

Such Fund: (i) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its prospective investment in shares of Newco Common Stock; (ii) has the ability to bear the economic risks of its prospective investment; and (iii) has not been offered the shares of Newco Common Stock by any form of advertisement, article, notice, or other communication published in any newspaper, magazine, or similar medium; or broadcast over television or radio; or any seminar or meeting whose attendees have been invited by any such medium.

4.12

Investment Company Status . Such Fund is not required to register as an investment company under the Investment Company Act.

4.13

Investigation . Such Fund has conducted its own independent review and analysis of the businesses, assets, condition, operations and prospects of Full Circle and its Subsidiaries and has been provided access to the properties, premises and records of Full Circle and its Subsidiaries for this purpose. In entering into this Agreement, such Fund has relied solely upon its and MAST's investigation and analysis and the investigation by employees of MAST on such Fund's behalf, and such Fund acknowledges that, except for the representations and warranties of Full Circle in Article 2 of the Merger Agreement, none of Full Circle or its Subsidiaries nor any of their respective Representatives makes any representation or warranty, either express or implied, as to the accuracy or completeness of any of the information provided or made available to such Fund, MAST (on behalf of such Fund) or any of their respective Representatives. Without limiting the generality of the foregoing, none of Full Circle or its Subsidiaries nor any of their respective Representatives or any other Person has made a representation or warranty to such Fund or MAST (on behalf of such Fund) with respect to (a) any projections, estimates or budgets for Full Circle or its Subsidiaries or (b) any material, documents or information relating to Full Circle or its Subsidiaries made available to such Fund, MAST (on behalf of such Fund) or any of their respective Representatives in any "data room," confidential information memorandum or otherwise, except as expressly and specifically covered by a representation or warranty in Article 2 of the Merger Agreement.

Covenants .

5.1

Maintenance of the MAST Portfolio Assets .

(a)

During the period from the date of this Agreement to the earlier of the Effective Time and the date on which the Merger Agreement is terminated pursuant to Section 6.1 thereof, except (i) as required by Law or, (ii) with the prior written consent of Full Circle, which consent shall not be unreasonably withheld, delayed or conditioned, MAST and the Funds will manage the MAST Portfolio Assets in the ordinary course consistent with past practice and without limiting the generality of the foregoing none of MAST or the Funds will subject any of the MAST Portfolio Assets to any Encumbrance that would prohibit the transfer of such asset to Newco under this Agreement. For the avoidance of doubt, the Funds will provide Full Circle prompt notice in the event that any of them (A) agree to any modification of or waiver or forbearance under any MAST Portfolio Loan Document, or waive or fail to enforce any material right under any MAST Portfolio Loan Document or (B) consent to any release of collateral relating to any MAST Portfolio Asset. During the period from the Measurement Date to the earlier of the Effective Time and the date on which the Merger Agreement is terminated pursuant to Section 6.1 thereof, neither MAST nor any of the Funds will execute any trade with respect to any MAST Portfolio Asset except (i) as may be required by Law, (ii) with the prior written consent of Full Circle, which consent shall not be unreasonably withheld, delayed or conditioned, or (iii) as required by the Merger Agreement.

(b)

Each Fund may increase or reduce the MAST Portfolio Assets to be contributed by it prior to the Measurement Date; provided that a Fund may only: (i) increase the MAST Portfolio Assets to be contributed by it with securities of the same issuer and CUSIP Global Services identifier included in the MAST Portfolio Assets listed on Annex 1 as of the date of this Agreement (“Approved Securities”); and (ii) reduce the MAST Portfolio Assets to be contributed by it if another Fund (including a person who becomes party to this Agreement pursuant to a Joinder Agreement) contributes additional Approved Securities with a fair market value as of May 31, 2016 equal to the fair market value of the assets being reduced as of May 31, 2016.

5.2

Conduct of Business . Other than in connection with the Transactions and the transactions contemplated by the Merger Agreement, Newco will conduct no business or operations, will not enter into any Contract or incur or suffer to exist any Encumbrance, liability or obligation. Newco will not amend its organizational documents.

5.3

Access to Information . Until the earlier of the Closing Date or the termination of this Agreement, each party will afford the other parties and their counsel, accountants, financing sources and other authorized representatives, reasonable access to its properties, personnel, advisors, books and records in order that they may have the opportunity to make such investigations as they may desire of the affairs of the disclosing party. Each party will cause its officers, general partner, manager, employees, consultants, accountants and counsel to furnish additional financial and operating data and other information and respond to such inquiries as the other party and its Representatives may, from time to time, reasonably request. Each party will promptly notify the other party of any event (the occurrence or non-occurrence of which) is likely to cause any of its representations and warranties to be untrue, constitutes a breach of any of its covenants in this Agreement or is likely to cause any condition in Article 6 not to satisfied on a timely basis.

5.4

Reasonable Efforts . Each party will (and will cause its affiliates to) use commercially reasonable efforts to do, or cause to be done, all things necessary or advisable to consummate the Transactions (including satisfying the conditions in Article 6) as soon as practicable, including: (i) preparing and filing as promptly as practicable all documentation to obtain all necessary Permits and other documents and to obtain as promptly as practicable all Consents necessary or advisable to be obtained from any third party or Governmental Entity in order to consummate the Transactions; (ii) taking all commercially reasonable steps to obtain such Permits and Consents; and (iii) not taking any action which could be expected to have the effect of preventing or delaying the consummation of the Transactions; provided that such commercially reasonable efforts will not include payment of a fee or agreeing to amend or modify any agreement to obtain a consent in a manner that is less favorable to such party than prior to the amendment or modification.

5.5

Publicity . No party (nor any of their respective Affiliates) shall issue any other press release or make any other public announcement with respect to this Agreement or the Transactions without the prior review and approval of each other party (such approval not to be unreasonably withheld, conditioned or delayed), except as may be required by Law or by any listing agreement, in which case the party proposing to issue such press release or make such public announcement shall use its commercially reasonable efforts to consult in good faith with the other parties before making any such public announcements.

5.6

Merger Agreement . Each of the parties hereto shall use its reasonable best efforts to take all actions necessary or appropriate to facilitate consummation of the Merger and each of the other transactions contemplated by the Merger Agreement as soon as practicable. Without the consent of Great Elm and the Funds, Newco shall not: (i) extend the time for the performance of obligations or other acts of Full Circle under the Merger Agreement; (ii) waive any inaccuracies in the representations and warranties of Full Circle under the Merger Agreement; (iii) waive compliance by Full Circle with any of the agreements or conditions in the Merger Agreement; or (iv) amend, modify or supplement the Merger Agreement. Newco shall elect to be regulated as a business development company under the Investment Company Act and duly file a form N-54A with the SEC prior to the completion of the transactions contemplated in the Merger Agreement.

5.7

Voting Agreement . After the Closing, for so long as the shares of Newco Common Stock issued hereunder are listed on a national securities exchange and the Newco Common Stock beneficially owned by Great Elm or the Funds represent greater than or equal to thirty five percent of the then outstanding shares of Newco Common Stock (or common stock of the Surviving Corporation), if the board of directors of the Surviving Corporation submits to its shareholders proposals to: (a) change the New Management Agreement; (b) change the organizational documents of the Surviving Corporation; or (c) approve the issuance of common stock of the Surviving Corporation at a per share price less than the then prevailing net asset value, Great Elm and each of the Funds will vote the shares of Newco issued hereunder in the same proportion as the votes of all shareholders (other than Great Elm or the Funds) of the Surviving Corporation on each such proposal.

5.8

Confidential Information

(a)

All Confidential Information: (i) will be used solely for the purpose of the Transactions; (ii) will be kept strictly confidential by the receiving party; and (iii) will be provided by the receiving party solely to those of its Representatives to whom disclosure is reasonably deemed to be required to facilitate the Transaction, provided, however, that the receiving party may disclose such Confidential Information to any Person to the extent (and solely to the extent) required for the receiving party to comply with its obligations, if any, under the Merger Agreement. Nothing in this Agreement will restrict the use by Representatives of Confidential Information that is such Representative's unaided memory that was acquired in the ordinary course of evaluating and considering the Transaction. All Confidential Information is and will remain the property of the furnishing party. Before providing access to Confidential Information to any Representative, the receiving party will inform such Representative of the contents of this Agreement and the confidentiality of the Confidential Information, and will advise such Representative that, by accepting possession of or access to such information, such Representative is agreeing to be bound by this Agreement. Each party will instruct its Representatives to observe the terms of this Agreement and will be responsible for any breach of this Agreement by any of its Representatives.

(b)

5.9

N-14 Information .

(a)

Each of Great Elm and the Funds shall provide (i) all such information about itself, its directors and its affiliates as may be reasonably requested by Newco and Great Elm for inclusion in the Securities Filings and (ii) reasonable access to, and using commercially reasonable efforts to provide reasonable assistance from, the other party's representatives in connection therewith.

(b)

If at any time prior to the Closing Date, any party discovers that any information relating to the Measurement Date MAST Portfolio or the Funds, Great Elm or Newco, or any of their respective affiliates, officers or directors, which should be set forth in an amendment or supplement to a Securities Filing, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC after the other party has had a reasonable opportunity to review and comment thereon, and, to the extent required by applicable Law, disseminated to security holders.

(c)

The Funds shall prepare and promptly deliver financial statements complying with the applicable requirements of the SEC for inclusion in the Securities Filings, and use reasonable best efforts to procure the necessary consents and a customary comfort letter of the Funds' registered independent accountants certifying the financial statements of the Measurement Date MAST Portfolio for inclusion or incorporation by reference in the Securities Filings.

5.10

Net Asset Value Calculation . Not later than the 20 ^th day of every calendar month that begins after the filing of the Registration Statement with the SEC and until the Proxy Statement/Prospectus is first mailed to Full Circle's stockholders, Newco shall deliver to Full Circle a calculation of the Newco Net Asset Value, in each case as of the last day of the calendar month immediately preceding the date of delivery. Newco shall give Full Circle and its Representatives reasonable access to the individuals who have prepared each such calculation and to such information, books, records and work papers as may be reasonably requested in order to assist it with its review of such calculation. Newco shall, and shall cause its Representatives to, reasonably cooperate with Full Circle to promptly resolve any disputes over any aspect of the calculation of Net Asset Value.

5.11

Transaction Litigation.

(a)

MAST and Great Elm shall, severally and not jointly, indemnify, defend and hold harmless (i) Full Circle and its current and former officers, directors, successors and assigns, (ii) Newco and (iii) Full Circle Advisors, LLC, Full Circle Service Company, LLC, each of their respective members, and their respective officers, managers, partners, agents, employees, controlling persons, members and any other person affiliated with any of them (the persons and entities named in clauses (i), (ii) and (iii), collectively, “Covered Persons”) from and against all claims, liabilities, damages, payments, obligations, losses, costs and expenses (including reasonable attorneys’ fees and costs) (collectively, “Losses”) paid, suffered or incurred by any Covered Person at any time before or after the Closing, that directly or indirectly arise out of, or result from, any claim, action or proceeding that is first asserted, commenced or brought (before or after the Closing) on or before the one year anniversary of the Closing by or on behalf of any MAST Investor that alleges breach of any fiduciary or other obligation of MAST to such MAST Investor with respect to the transactions contemplated by this Agreement or compensation of MAST related thereto; provided , that MAST shall not be required to indemnify, defend or hold harmless Covered Persons in respect of an aggregate amount of Losses greater than $2,000,000 (“MAST Indemnification Limit”) and Great Elm shall not be required to indemnify, defend or hold harmless Covered Persons in respect of an aggregate amount of Losses greater than an additional $5,000,000; provided, further , that Great Elm shall not be required to indemnify, defend or hold harmless any Covered Persons for any Losses until such time as Losses exceed the MAST Indemnification Limit.

(b)

Promptly after receipt by a Covered Person of notice of the commencement of any action or proceeding, such Covered Person will, if a claim in respect thereof is to be made under Section 5.11(a), notify MAST and Great Elm of the commencement thereof; but the failure to notify MAST or Great Elm shall not relieve either of them from any liability that either of them may have under Section 5.11(a) except to the extent that they have been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure. In case any such action or proceeding is brought against any Covered Person and such Covered Person notifies MAST and Great Elm of the commencement thereof and requests MAST or Great Elm to assume the defense of the action or proceeding, MAST or Great Elm, as applicable, shall assume the defense thereof and thereafter shall reasonably prosecute such defense. Unless a Covered Person requests MAST or Great Elm to assume the defense of a claim, neither of them shall have the right to do so; provided that if a Covered Person does not request that MAST or Great Elm assume the defense of an action or proceeding, such Covered Person shall be solely responsible for the costs and expenses of such defense unless, in the good faith opinion of counsel to such Covered Person, an actual or potential conflict of interest makes it inappropriate for counsel for MAST or Great Elm to represent such Covered Person and in no event shall indemnifiable Losses include the cost of more than one law firm (plus one local counsel) for all Covered Persons. If indemnity may be sought pursuant to Section 5.11(a) with respect to any action or proceeding that a Covered Person has required MAST or Great Elm to assume the defense of, the Covered Person may participate in such defense and MAST and Great Elm shall be liable for the reasonable fees and expenses of not more than one separate law firm (in addition to any local counsel) acting on behalf of all Covered Persons in connection with such action or proceeding. Neither MAST nor Great Elm shall, without the prior written consent of each named Covered Person, effect any settlement of any pending or threatened action in respect of which indemnity could have been sought under Section 5.11(a) (whether or not any Covered Person is named as a defendant therein) unless such settlement includes an unconditional release of all Covered Persons from all liability relating to the subject matter of such action. No Covered Person shall (i) settle any action for which indemnity has been or will be sought under Section 5.11(a) or (ii) except as may be legally required (including pursuant to a subpoena), take a position in any action or proceeding covered by Section 5.11(a) that materially impairs the ability of MAST or Great Elm to defend against any related claim, action or proceeding to which either of them may be subject, in each case, without the respective prior written consent of MAST and Great Elm (such consent not to be unreasonably delayed, withheld or conditioned).

Conditions .

6.1

Conditions to the Obligation of Newco and the Funds to Effect the Transactions Described in Section 1.2 . The obligations of Newco and the Funds to consummate the Transactions are subject to the satisfaction (or waiver by such party, if permissible under applicable Law) of the following conditions:

(a)

no Governmental Entity having jurisdiction over Newco or any of the Funds shall have issued an order, decree or ruling or taken any other material action enjoining or otherwise prohibiting consummation of the Transactions substantially on the terms contemplated by this Agreement;

(b)

there shall be no order, decree, ruling or other circumstance taken, pending or threatened which could reasonably be expected to prevent consummation of the merger contemplated by Section 1.3 of the Merger Agreement (without waiver of any conditions thereto); and

(c)

the Investment Manager shall be registered as an investment manager under the Advisers Act.

6.2

Conditions to the Obligations of the Funds . The obligations of the Funds to consummate the transactions described in Section 1.2 are subject to the satisfaction (or waiver by a majority in interest of the Funds) of the following further conditions:

(a)

each of the representations and warranties of Newco shall be true and correct in all material respects as of the Closing Date as if made on and as of the Closing Date (unless any such representation or warranty addresses matters only as of a particular date or with respect to a specific period in which event such representation or warranty shall be so true and correct in all material respects only as of such particular date or with respect to such specific period);

(b)

Newco shall have performed in all material respects its obligations hereunder required to be performed by it at or prior to the Closing;

(c)

the Funds shall have received a certificate signed by an authorized representative of Newco, dated as of the Closing Date, to the effect that, to the knowledge of such officer, the conditions in Section 6.2(a) and Section 6.2(b) have been satisfied;

(d)

all of the conditions in Article 5 of the Merger Agreement (other than conditions that, by their terms, are to be satisfied by performance at the Closing provided for in the Merger Agreement) shall have been satisfied;

(e)

Newco and the Investment Manager shall have entered into the New Management Agreement and the Administration Agreement;

(f)

Newco shall have executed and delivered the Registration Rights Agreement.

6.3

Conditions to the Obligations of Newco . The obligations of Newco to consummate the transactions described in Section 1.2 are subject to the satisfaction (or waiver by Newco) of the following further conditions:

(a)

each of the representations and warranties of the Funds shall be true and correct in all material respects as of the Closing Date as if made on and as of the Closing Date (unless any such representation or warranty addresses matters only as of a particular date or with respect to a specific period in which event such representation or warranty shall be so true and correct in all material respects only as of such particular date or with respect to such specific period);

(b)

each of the Funds shall have performed in all material respects its obligations hereunder required to be performed by it at or prior to the Closing; and

(c)

Newco shall have received a certificate signed by an authorized representative of the Funds, dated as of the Closing Date, to the effect that, to the knowledge of such officer, the conditions in Section 6.3(a) and Section 6.3(b) have been satisfied.

6.4

Frustration of Closing Conditions . No party may rely, either as a basis for not consummating the Transactions or terminating this Agreement and abandoning the Transactions, on the failure of any condition in Section 6.1, 6.2 or 6.3, as the case may be, to be satisfied if such failure was proximately caused by a material breach of this Agreement by such party.

Termination .

7.1

Termination . Anything herein or elsewhere to the contrary notwithstanding, this Agreement may be terminated (but the right to terminate this Agreement shall not be available to a party whose breach of its obligations under this Agreement is a proximate cause of the basis for termination under this Section 7.1 that the terminating party is relying upon) and the Transactions may be abandoned at any time prior to the Closing:

(a)

by the mutual consent of the parties and of Full Circle;

(b)

automatically, without any action of any party, if the Merger Agreement is terminated; or

(c)

by any party:

(i) if the Closing shall not have occurred on or before October 31, 2016; provided , that Newco may (and shall, if requested by Full Circle) (by notice delivered to the other parties not later than October 15, 2016) extend such date to December 31, 2016 if any action of a Governmental Entity required to consummate the transactions contemplated by the Merger Agreement has not been obtained by October 24, 2016; or

(ii) if any Governmental Entity having jurisdiction over any party shall have issued an order, decree or ruling or taken any other action, in each case, such that the condition in Section 6.1(a) would not be satisfied, and such order, decree, ruling or other action shall have become final and non-appealable.

7.2

Effect of Termination . If this Agreement is terminated pursuant to Section 7.1, written notice thereof shall forthwith be given to the other parties specifying the provision hereof pursuant to which such termination is made (other than in the case of termination pursuant to Section 7.1(a)), and this Agreement shall forthwith become null and void, and there shall be no damages or liability on the part of any party or their respective directors, general partners, managers, officers, employees, stockholders, Representatives, agents or advisors. Section 1.2(c), Section 5.8, Article 8, and this Section 7.2 shall survive termination of this Agreement. Nothing in this Section 7.2 shall relieve any party from liability for fraud or willful or intentional breach of this Agreement.

Miscellaneous .

8.1

Survival . None of the representations and warranties in this Agreement will survive the Closing. Nothing in this Section shall limit obligations under covenants or other agreements to be performed before, on or after the Closing.

8.2

Expenses . All costs and expenses incurred in connection with this Agreement and the consummation of the Transactions shall be paid by the party incurring such costs and expenses. If the Transactions are consummated, Newco shall reimburse all reasonable out-of-pocket costs related to the Transactions incurred by the Funds or Great Elm.

8.3

Choice of Law . Other than the mandatory provisions of the Maryland General Corporation Law related to corporate formalities, this Agreement and the Transactions will be governed by the laws of the State of Delaware that are applicable to contracts made in and performed solely in Delaware.

8.4

Enforcement .

(a)

(b)

(c)

Each of the parties irrevocably: (i) consents to submit itself to the personal jurisdiction of the Delaware courts in connection with any dispute arising under this Agreement; (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for relief from the Delaware courts or any other court or governmental body; and (iii) agrees that it will not bring any action arising under this Agreement in any court other than the Delaware courts. EACH PARTY 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.

(d)

Process may be served in the manner specified in Section 8.5, such service will deemed effective on the date of such notice, and each party irrevocably waives any defenses or objections it may have to service in such manner.

(e)

The parties irrevocably stipulate that irreparable damage would occur if any of the provisions of this Agreement were not performed pursuant to their specific terms. Accordingly, each party will be entitled to specific performance of the terms hereof in addition to any other remedy to which it is entitled at law or in equity.

(f)

8.5

Notices . All notices and other communications hereunder will be in writing in the English language 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):

(a)

If to Great Elm:

Great Elm Capital Group, Inc.

20 First Street, First Floor

Los Altos, CA 94022

Attention: Chief Executive Officer; or

with a copy (which shall not constitute notice) to:

Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, NY 10036
Attention: Michael K. Hoffman;

(b)

If to Newco:

Great Elm Capital Corp.

c/o MAST Capital Management LLC

200 Clarendon Street, 51 ^st Floor

Boston, MA 02116

Attention: Chief Executive Officer

with a copy (which shall not constitute notice) to:

Schulte Roth & Zabel LLP
1152 Fifteenth Street, NW, Suite 850
Washington, D.C. 20005
Attention: John J. Mahon;

(c)

If to any of the Funds:

MAST Capital Management LLC

200 Clarendon Street, 51 ^st Floor

Boston, MA 02116

Attention: General Counsel

with a copy (which shall not constitute notice) to:

Akin Gump Strauss Hauer & Feld LLP
One Bryant Park
New York, NY 10036
Attention: Jeremy R. Berry

8.6

Third Party Beneficiaries . This Agreement is entered into for the express benefit of Full Circle, and the parties acknowledge that Full Circle is relying hereon and on the consummation of the Transactions in entering into and performing its obligations under the Merger Agreement. Full Circle is, in all respects, entitled to the benefit hereof and to enforce (by specific performance or otherwise) this Agreement and to receive damages incurred by Full Circle or its stockholders as a result of any breach hereof. The Covered Persons are intended third party beneficiaries of Section 5.11 of this Agreement and each Covered Person is entitled, in all respects, to the benefit of the provisions contained in that Section and to enforce the provisions of that Section (by specific performance or otherwise) and to recover damages incurred as a result of any breach thereof. Except for Full Circle and the Covered Persons, 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.

8.7

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 8.7 will be null and void.

8.8

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.

8.9

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.

8.10

Amendment . Subject to applicable Law, the parties may: (a) extend the time for the performance of obligations or other acts of the other party; (b) waive any inaccuracies in the representations and warranties of the other party herein; (c) waive compliance by the other party with any of the agreements or conditions herein; or (d) amend, modify or supplement this Agreement; provided, however, that no such extension, waiver, amendment, modification or supplement may be made without the written consent of Full Circle. Any agreement on the part of a party to any such extension, waiver, amendment, modification or supplement will be valid only if in an instrument in writing signed by an authorized representative of such party.

8.11

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.

8.12

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.

8.13

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 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.

8.14

Definitions . For purposes of this Agreement, the following terms have the following definitions:

(a)

"Administration Agreement" means an agreement in the form attached hereto as Annex 4.

(b)

"Confidential Information" means all information concerning the furnishing party or any of its subsidiaries or affiliates, whether in verbal, visual, written, electronic or other form, which is made available by the furnishing party or any of its Representatives to the receiving party or any of its Representatives, together, in each case, with all notes, memoranda, summaries, analyses, studies, compilations and other writings relating thereto or based thereon prepared by the receiving party or any of its Representatives. The term "Confidential Information" does not include information which the receiving party can demonstrate: (i) was rightfully in the possession of the receiving party prior to disclosure by the furnishing party; (ii) was or is independently developed by the receiving party without use of the Confidential Information; (iii) is now, or hereafter becomes, available to the public other than as a result of disclosure prohibited by this Agreement; (iv) becomes available to the receiving party or any of its Representatives on a non-confidential basis from a source other than the furnishing party or any of its Representatives and such source is not, to the knowledge of the receiving party following reasonable inquiry, under any obligation to the furnishing party or any of its Representatives to keep such information confidential; (v) is transmitted by or on behalf of the furnishing party after receiving written notification from the receiving party of the termination of discussions relating to the Transaction or written instructions from the receiving party not to furnish any further Confidential Information; or (vi) is disclosed as provided in Section 5.8(b).

(c)

"Contract" means options, warrants, calls, rights, commitments, contracts agreements, instruments, arrangements, understandings, or undertakings (whether or not there are valid defenses to their enforceability), including leases, swaps, forward delivery obligations, forbearance agreements, guarantees, purchase orders and obligations to settle trades.

(d)

"Credit Event" means an event occurring after the date of this Agreement with respect to MAST Portfolio Assets that are owned by the Funds on the Measurement Date representing twenty percent or more of the value of the Measurement Date MAST Portfolio that: (i) the obligor with respect to such financial assets has failed to pay any amount when due (taking into account any grace period) and such failure has not been waived or cured; (ii) any other material indebtedness of any obligor with respect to such financial assets (including any guarantor or co-obligor) has been accelerated or been declared to be in default and as a result the indebtedness with respect to such financial assets has been accelerated; (iii) any obligor with respect to such financial assets (including any guarantor or co-obligor) has become insolvent or made an assignment for the benefit of its creditors or is named as the debtor in a bankruptcy or other insolvency proceeding, has a resolution adopted authorizing its dissolution or winding up or has asserted in writing that any of its obligations in respect of the financial assets are invalid or unenforceable.

(e)

"Encumbrance" means, with respect to any property or asset, any mortgage, lien, pledge, charge, adverse claim, security interest, encumbrance or limitation on transfer (other than such a limitation arising under federal, state or foreign securities Laws) in respect of such property or asset. A Person shall be deemed to own subject to an Encumbrance any property or asset that it has acquired or holds subject to the interest of a vendor or lessor under any conditional sale agreement, capital lease or other title retention agreement relating to such property or asset.

(f)

“Funds” means (i) the investment funds managed by MAST listed on Annex 1 and signatories to this Agreement and (ii) any other investment fund that shall have become a party hereto pursuant to a Joinder Agreement.

(g)

(h)

"Great Elm Share Consideration" means the number of shares of Newco Common Stock equal to the remainder of (x) the quotient of (i) (A) $30,000,000, minus (B) the product of (1) 0.25 and (2) the Newco Transaction Costs, divided by (ii) $15.00, minus (y) 30.

(i)

“Joinder Agreement” means a joinder agreement substantially in the form of Annex 5 together with such changes as may be approved by both of Full Circle and Newco, dated and effective prior to the Measurement Date.

(j)

(k)

"Loan Document" means for any MAST Portfolio Asset: (i) the original promissory note or loan; (ii) any endorsement stock power or other chain of title document; (iii) any indenture, purchase agreement, credit facility or other document under which the MAST Portfolio Asset was issued; (iv) any guarantee, surety or other credit enhancement; and (v) any document purporting to create a security interest in any collateral.

(l)

“MAST Investor” shall mean any limited partner, stockholder or other investor in or owner of any partnership, fund, entity or account managed by MAST that agrees to contribute assets or that owns assets that are required to be contributed, to Newco pursuant to this Agreement.

(m)

“MAST Portfolio Asset” means each security, evidence of indebtedness, loan, loan participation or other financial asset included in the Signing Date MAST Portfolio.

(n)

(o)

"Material Adverse Effect" means any occurrence, change, event, effect or development that, individually or when taken together with all other occurrences, changes, events, effects or developments, has, or would reasonably be expected to have, a material adverse effect on the business, results of operations, assets, liabilities or financial condition of Newco (after giving effect to the Transactions), including a Credit Event with respect to any MAST Portfolio Asset occurring after the date of this Agreement, or would reasonably be expected to materially impair, prevent or delay the ability of the applicable Person to timely perform its obligations under this Agreement or consummate the Transactions and the transactions contemplated by the Merger Agreement; provided, however, that no occurrence, change, event, effect or development resulting from or in connection with any of the following shall be deemed by itself or by themselves, either alone or in combination, to constitute or contribute to a Material Adverse Effect: (i) occurrences, changes, events, effects or developments generally affecting any or all of the industries or markets in which Newco and the Funds operate, (ii) general economic or business conditions or changes therein, including the commencement, continuation or escalation of a war, armed hostilities or other material international or national calamity or acts of terrorism or earthquakes, hurricanes, other natural disasters or acts of God, (iii) general securities or financial market conditions, including changes in interest rates or currency exchange rates, (iv) changes or proposed changes in any Laws, rules, regulations, GAAP or other accounting standards, or authoritative interpretations thereof, (v) the entry into or announcement of this Agreement or the Merger Agreement or the proposed acquisition of Full Circle or the pendency or consummation of the Transactions or the transactions under the Merger Agreement, or any changes or actions resulting from any of the foregoing, (vi) any action required by law, contemplated by this Agreement or the Merger Agreement, expressly consented to by the other party, or taken at the request of the other party, (vii) any change solely resulting from a change in the fair value of the MAST Portfolio Assets, individually or in the aggregate (provided, that, for the avoidance of doubt, (x) a Credit Event with respect to the MAST Portfolio Assets shall constitute a Material Adverse Effect and (y) occurrences described in clauses (i), (ii) and (iii) of the definition of Credit Event, to the extent they do not in the aggregate constitute a Credit Event, shall not constitute a Material Adverse Effect), or (vii) any Action relating to this Agreement or the Transactions, or the Merger Agreement or the transactions thereunder (except in the case of clauses (i), (ii), (iii) or (iv), to the extent that the applicable party is disproportionately adversely affected thereby as compared with similar businesses and funds, in which case the incremental disproportionate impact may be taken into account in determining whether there has been a Material Adverse Effect).

(p)

“Measurement Date Fund Percentage” means, with respect to a Fund, a fraction expressed as a percentage, the numerator of which is the Net Asset Value of such Fund’s Measurement Date Fund Portfolio, and the denominator of which is the Net Asset Value of the Measurement Date MAST Portfolio.

(q)

“Measurement Date Fund Portfolio” means, with respect to each Fund, the MAST Portfolio Assets that are owned by such Fund on the Measurement Date plus such Fund’s Undistributed Measurement Date MAST Portfolio Earnings in respect of such MAST Portfolio Assets, provided that: (i) if the aggregate amount of the Undistributed Measurement Date MAST Portfolio Earnings of all Funds combined with the aggregate fair market value (as of the Measurement Date) of all MAST Portfolio Assets owned by the Funds on the Measurement Date is less than $90,000,000, each Fund may elect to contribute such additional cash or Approved Securities as may be necessary to cause the aggregate value of the Measurement Date MAST Portfolio to equal $90,000,000, provided, however, that such additional Approved Securities shall not cause the Surviving Corporation to fail to satisfy the asset diversification requirements of Section 851(b)(3) of the U.S. Internal Revenue Code of 1986 (the "Code") immediately after the Closing, determined by treating the Closing Date as the close of a quarter of the Surviving Corporation's taxable year; and (ii) if the aggregate amount of the Undistributed Measurement Date MAST Portfolio Earnings of all Funds combined with the aggregate value of all MAST Portfolio Assets owned by the Funds on the Measurement Date exceeds $90,000,000, such Fund shall be permitted to retain the Undistributed Measurement Date MAST Portfolio Earnings generated by its MAST Portfolio Assets in excess of $90,000,000. For the avoidance of doubt such Fund may: (1) elect not to contribute additional cash or securities as described above in clause 8.14(q)(i); and (2) increase or reduce the MAST Portfolio Assets to be contributed by it prior to the Measurement Date; provided that such Fund may only: (x) increase the MAST Portfolio Assets to be contributed by it with Approved Securities; and (y) reduce the MAST Portfolio Assets to be contributed by it if another Fund (including a person who becomes party to this Agreement pursuant to a Joinder Agreement) contributes additional Approved Securities with a fair market value as of May 31, 2016 equal to the fair market value of the assets being reduced as of May 31, 2016.

(r)

"Measurement Date MAST Portfolio" means the sum of all of the Measurement Date Fund Portfolios.

(s)

"Measurement Date Undistributed MAST Portfolio Earnings" means all proceeds on the MAST Portfolio Assets accruing between the date of this Agreement and 5:30 p.m. eastern time on the Measurement Date, including interest accruing on, principal repaid on and sales proceeds accruing from the ownership, sale or other disposition of any MAST Portfolio Asset. For the avoidance of doubt, Approved Securities may be substituted for any portion of the value of such Fund’s Measurement Date Undistributed MAST Portfolio Earnings, so long as (i) in the event additional securities of the type described above are substituted for cash. the net asset value of such securities as of the Measurement Date is equal to the reduction in cash proceeds included in the definition of “Measurement Date Undistributed MAST Portfolio Earnings” and (ii) such Fund provides notice to Newco and Full Circle of the securities to be included herein within three Business Days of the Measurement Date, provided, however, that such substituted Approved Securities shall not cause the Surviving Corporation to fail to satisfy the asset diversification requirements of Section 851(b)(3) of the Code immediately after the Closing, determined by treating the Closing Date as the close of a quarter of the Surviving Corporation's taxable year.

(t)

(u)

"New Management Agreement" means an agreement in the form attached hereto as Annex 2.

(v)

"Newco Net Asset Value" as of any reference date means the Net Asset Value of Newco, calculated as if Newco acquired the MAST Portfolio Assets and received the $30,000,000 cash investment by Great Elm on May 31, 2016, minus the sum of (i) any interest earnings accrued on any MAST Portfolio Asset as of such reference date and (ii) the Newco Transaction Costs.

(w)

"Newco Transaction Costs" means the sum of (i) Newco's, the Funds' and Great Elm's legal, accounting and other costs and expenses incurred and to be incurred in connection with the Merger Agreement and the Transactions through the Closing, including an estimate made in good faith of costs and expenses not yet invoiced and the costs and expenses attributable to services not yet performed, estimated as of the Measurement Date, plus, (ii) 50% of the estimated cost to print and distribute the Proxy Statement/Prospectus as agreed in good faith by Newco and Full Circle in each case estimated as of the Measurement Date. For the avoidance of doubt, Newco Transaction Costs includes an estimate of costs to be incurred after the Measurement Date through and including the Closing Date and amounts to be reimbursed to Great Elm and the Funds pursuant to Section 8.2 of this Agreement.

(x)

"Order" means any order, injunction, judgment, decree or ruling (whether temporary, preliminary or permanent) enacted, promulgated, issued or entered by any Governmental Authority.

(y)

"Permit" means any licenses, permits, qualifications, accreditations, approvals and authorizations of any Governmental Entity.

(z)

"Person" means any natural person or any corporation, partnership, limited liability company, association, trust or other entity or organization, including any Governmental Entity.

(aa)

"Registration Rights Agreement" means an agreement in the form attached hereto as Annex 3.

(bb)

(cc)

"Signing Date MAST Portfolio" means the portfolio of securities set forth in Annex 1 of this Agreement plus any additional securities added in any Joinder Agreement, together with all rights in and to:

(i)

any proceeds receivable after the Measurement Date and before the Closing in respect of principal of any of the MAST Portfolio Assets;

(ii)

(iii)

all collateral or other security interests to which the Funds are beneficiaries or otherwise have rights in respect of any of the MAST Portfolio Assets;

(iv)

all rights and remedies under guarantees, warranties, purchase agreements, indentures, indemnities and similar rights in favor of the Funds related to any of the MAST Portfolio Assets;

(v)

(vi)

The parties have executed this Agreement as of the date first written above.

GREAT ELM CAPITAL CORP.

By:	/s/ Richard S. Chernicoff
Name:	Richard S. Chernicoff
Title:	Treasurer

GREAT ELM CAPITAL GROUP, INC.

By:	/s/ Boris Teksler
Name:	Boris Teksler
Title:	CEO

MAST CREDIT OPPORTUNITIES I MASTER FUND LTD.

By:	/s/ Adam Kleinman
Name:	Adam Kleinman
Title:	Authorized Signatory

MAST ADMIRAL MASTER FUND, L.P.

By:	MAST ADMIRAL GP, LLC,
	its General Partner

By:	/s/ Adam Kleinman
Name:	Adam Kleinman
Title:	Authorized Signatory

MAST SELECT OPPORTUNITIES MASTER FUND, L.P.
MAST SELECT OPPORTUNITIES MASTER FUND, L.P.

By:	MAST SELECT OPPORTUNITIES GP, LLC,
	its General Partner

By:	/s/ Adam Kleinman
Name:	Adam Kleinman
Title:	Authorized Signatory

Signature Page to Subscription

Agreement - 1

*Solely with respect to Section 5.11*

MAST CAPITAL MANAGEMENT, LLC

By:	/s/ Adam Kleinman
Name:	Adam Kleinman
Title:	Chief Operating Officer

Signature Page to Subscription

Agreement - 2

Annex 1

Signing Date MAST Portfolio

Mast Credit Opportunities I Master Fund Limited

Position	Signing Date NAV*
Avanti Communications Group	$	23,648,756
Global Cash Access	$	5,256,720
Optima Specialty Steel	$	5,842,900
Trilogy International Partners	$	10,000,000
	$	44,748,376

Mast Select Opportunities Master Fund L.P.

Position	Signing Date NAV*
Avanti Communications Group	$	30,625,520
Global Cash Access	$	5,066,040
Optima Specialty Steel	$	6,992,100
	$	42,683,660

Mast Admiral Master Fund L.P.

Position	Signing Date NAV*
Avanti Communications Group	$	1,853,530
Tallage Adams	$	232,661
Tallage Lincoln	$	481,772
	$	2,567,963

*Values as of May 31, 2016

Annex 1 - 1

Annex 2

New Management Agreement

Annex 2 - 1

Annex 2

INVESTMENT MANAGEMENT AGREEMENT

INVESTMENT MANAGEMENT AGREEMENT, dated as of · , 2016 (this "Agreement"), by and between Great Elm Capital Corp., a Maryland corporation (the "Company"), and Great Elm Capital Management, Inc., a Delaware corporation (the "Investment Manager").

Recitals

The Company is a closed-end management company that intends to elect to be treated as a business development company ("BDC") under the Investment Company Act of 1940, as amended (the "Investment Company Act").

The Investment Manager is an investment adviser that has registered under the Investment Advisers Act of 1940, as amended (the "Advisers Act").

The Company has entered into an Agreement and Plan of Merger with Full Circle Capital Corporation, a Maryland corporation ("Full Circle"), that has elected to be treated as a BDC under the Investment Company Act, providing for the merger of Full Circle with and into the Company (the "Merger").

The Company desires to hire the Investment Manager on the terms set forth in this Agreement and the Investment Manager is willing to provide the services described herein on the terms in this Agreement.

Agreement

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

Sub-Advisers. The Investment Manager may engage one or more investment advisers which are registered under the Advisers Act to act as sub-advisers to provide the Company certain services set forth in Article 2, all as shall be set forth in a written contract to which the Company and the Investment Manager shall be parties, which contract shall be subject to approval by the vote of a majority of the board of directors of the Company (the "Board of Directors") who are not interested persons of the Investment Manager, any sub-adviser, or of the Company, cast in person at a meeting called for the purpose of voting on such approval and, to the extent required by the Investment Company Act, by the vote of a majority of the outstanding voting securities of the Company and otherwise consistent with the Investment Company Act.

Management Services.

2.1

Investment Management. The Investment Manager will regularly provide the Company with investment research, advice and supervision and will furnish continuously an investment program for the Company consistent with the investment objectives and policies of the Company. The Investment Manager will (a) determine the composition of the portfolio of the Company, the nature and timing of the changes therein and the manner of implementing such changes; (b) identify, evaluate and negotiate the structure of the investments made by the Company and its consolidated subsidiaries (each, a "Company Investment"); (c) close and monitor the Company's investments; (d) determine the securities and other assets that the Company will purchase, retain, or sell; (e) perform due diligence on prospective portfolio companies or other Company Investments; (f) determine what portion of the Company's Investments shall be held in cash and cash equivalents and (g) provide the Company with such other investment advisory services as the Company may, from time to time, reasonably request, and that the Investment Manager agrees to provide, for the investment of the Company's funds, subject always to the provisions of the Company's organizational documents as in effect from time to time and of the Investment Company Act, and to the investment objectives, policies and restrictions of the Company, as each of the same shall be from time to time in effect, and subject, further, to such policies and instructions as the Board of Directors may from time to time establish.

2.2

Special Purpose Vehicles. The Investment Manager is hereby authorized to cause the Company to make Company Investments, directly or indirectly through one or more subsidiaries or special purposes vehicles.

2.3

Power to Bind the Company. The Investment Manager is hereby authorized, on behalf of the Company and at the direction of the Board of Directors pursuant to delegated authority, to possess, transfer, mortgage, pledge or otherwise deal in, and exercise all rights, powers, privileges and other incidents of ownership or possession with respect to, Company Investments and other property and funds held or owned by the Company, including voting and providing consents and waivers with respect to the Company Investments and exercising and enforcing rights with respect to any claims relating to such Company Investments and other property and funds, including with respect to litigation, bankruptcy or other reorganization.

2.4

Managerial Assistance. The Investment Manager will, to the extent such services are not otherwise provided or procured on the Company's behalf by the Administrator, provide significant managerial assistance to those portfolio companies of the Company that request such assistance from the Company and to which the Company agrees to provide such services pursuant to the Investment Company Act; provided, however, that any reasonable out-of-pocket fees and expenses actually incurred by the Investment Manager in connection therewith (exclusive of the compensation of any investment professionals of the Investment Manager) shall be subject to reimbursement by the Company pursuant to Section 3.4 of this Agreement.

2.5

Board Reporting. In addition to the requirements under the Investment Company Act, the Investment Manager will also provide to the Board of Directors such periodic and special reports as it may request.

2.6

Books and Records. The Investment Manager will maintain all books and records with respect to the Company's securities transactions required by sub-paragraphs (b)(5), (6), (9) and (10) and paragraph (f) of Rule 31a-1 under the Investment Company Act (other than those records being maintained by the Administrator or the Company's custodian or transfer agent) and preserve such records for the periods prescribed therefor by Rule 31a-2 of the Investment Company Act unless any such records are earlier surrendered as provided below. In compliance with the requirements of Rule 31a-3 under the Investment Company Act, the Investment Manager agrees that all records which it maintains for the Company shall at all times remain the property of the Company, shall be readily accessible during normal business hours, and shall be promptly surrendered upon the termination of the Agreement or otherwise on written request. The Investment Manager further agrees that all records that it maintains for the Company pursuant to Rule 31a-1 under the Investment Company Act will be preserved for the periods prescribed by Rule 31a-2 under the Investment Company Act unless any such records are earlier surrendered as provided above. Records may be surrendered in machine-readable form. The Investment Manager shall have the right to retain copies of such records subject to observance of its confidentiality obligations under this Agreement.

2.7

Change in Ownership Notice. The Investment Manager shall notify the Board of Directors at least 90 days in advance of any transaction (or as soon thereafter as the Investment Manager becomes aware of such transaction) involving the Investment Manager that could result in an assignment of this Agreement resulting in its termination pursuant to Section 7.3 hereto.

2.8

Debt Financing . The Investment Manager will use commercially reasonable efforts to arrange for debt financing on the Company's behalf as determined necessary by the Investment Manager, subject to oversight and approval of the Board of Directors.

- 2 -

2.9

Non-Exclusive Relationship and Transaction Fees. The Investment Manager's services hereunder are not deemed exclusive, and it shall be free to render similar services to others. The Investment Manager may engage in any other business or render similar or different services to others including the direct or indirect sponsorship or management of other investment based accounts or commingled pools of capital, however structured, having investment objectives similar to those of the Company; provided that the Investment Manager's services to the Company hereunder are not impaired thereby. Nothing in this Agreement shall limit or restrict the right of the Investment Manager or any manager, partner, officer or employee of the Investment Manager to engage in any other business or to devote his, her or its time and attention in part to any other business, whether of a similar or dissimilar nature, or to receive any fees or compensation in connection therewith; provided , however , any transaction, loan origination, advisory, managerial assistance or other fees received in connection with the Company's activities or the Investment Manager's activities as they relate to the Company shall be the property of the Company.

Allocation of Charges and Expenses.

3.1

Costs Generally. All investment professionals of the Investment Manager and its staff, when and to the extent engaged in providing services required to be provided by the Investment Manager under Sections 2.1, 2.4, 2.5, 2.6 and 2.8 of this Agreement, and the compensation and routine overhead expenses of such personnel allocable to such services, will be provided and paid for by the Investment Manager and not by the Company.

3.2

Non-Covered Costs. Other than those expenses specifically allocated to the Investment Manager in Section 3.1, the Company will bear all costs and expenses of its operations and transactions, including those relating to:

(a)

organizational expenses of the Company;

(b)

fees and expenses, including reasonable travel expenses, actually incurred by the Investment Manager or payable to third parties related to the investments of the Company, including, among others, professional fees (including the fees and expenses of counsel, consultants and experts) and fees and expenses relating to, or associated with, evaluating, monitoring, researching and performing due diligence on investments and prospective investments (including payments to third party vendors for financial information services);

(c)

out-of-pocket fees and expenses, including reasonable travel expenses, actually incurred by the Investment Manager or payable to third parties related to the provision of managerial assistance to those portfolio companies of the Company that the Company agrees to provide such services to under the Investment Company Act (exclusive of the compensation of any investment professionals of the Investment Manager);

(d)

interest or other costs associated with debt, if any, incurred to finance the Company's business;

(e)

fees and expenses incurred by the Company in connection with the Company's membership in investment company organizations;

(f)

brokers' commissions;

(g)

investment advisory and management fees;

(h)

fees and expenses associated with calculating the Company's net asset value (including the costs and expenses of any independent valuation firm);

(i)

fees and expenses relating to offerings of the Company's common stock and other securities;

- 3 -

(j)

legal, auditing or accounting expenses;

(k)

federal, state and local taxes and other governmental fees;

(l)

the fees and expenses of the administrator (together with any successor administrator, the "Administrator") and any sub-administrator to the Company, the Company's transfer agent or sub-transfer agent, and any other amounts payable under the administration agreement to be entered into by and between the Company and the Administrator concurrent herewith (the "Administration Agreement"), or any similar administration agreement or sub-administration agreement to which the Company may become a party;

(m)

the cost of preparing stock certificates or any other expenses, including clerical expenses of issue, redemption or repurchase of securities of the Company;

(n)

the expenses of and fees for registering or qualifying shares of the Company for sale and of maintaining the registration of the Company and registering the Company as a broker or a dealer;

(o)

the fees and expenses of the directors of the Company who are not interested persons (as defined in the Investment Company Act);

(p)

the cost of preparing and distributing reports, proxy statements and notices to shareholders, the Securities and Exchange Commission ("SEC") and other governmental or regulatory authorities;

(q)

costs of holding shareholder meetings;

(r)

listing fees;

(s)

the fees or disbursements of custodians of the Company's assets, including expenses incurred in the performance of any obligations enumerated by the certificate of incorporation or bylaws of the Company insofar as they govern agreements with any such custodian;

(t)

any amounts payable under the Company's agreement with the Administrator;

(u)

the Company's allocable portion of the costs associated with maintaining any computer software, hardware or information technology services (including information systems, Bloomberg or similar terminals, cybersecurity and related consultants and email retention) that are used by the Company or by the Investment Manager, the Administrator or their respective affiliates on behalf of the Company (which allocable portion shall exclude any such costs related to investment professionals of the Investment Manager providing services to the Company hereunder);

(v)

the Company's allocable portion of the fidelity bond, directors and officers/errors and omissions liability insurance, and any other insurance premiums;

(w)

direct costs and expenses incurred by the Company, the Investment Manager or the Administrator in connection with the performance of administrative services on behalf of the Company, including printing, mailing, long distance telephone, cellular phone and data service, copying, secretarial and other staff, independent auditors and outside legal costs;

(x)

all other expenses incurred by the Company, the Investment Manager or the Administrator in connection with administering the Company's business (including payments under the Administration Agreement based upon the Company's allocable portion of the Administrator's overhead in performing its obligations under the Administration Agreement, including rent and the allocable portion of the cost of the Company's Chief Financial Officer and Chief Compliance Officer and their respective staffs (including reasonable travel expenses); and

- 4 -

(y)

costs incurred by the Company in connection with any claim, litigation, arbitration, mediation, government investigation or dispute in connection with the business of the Company and the amount of any judgment or settlement paid in connection therewith, or the enforcement of the Company's rights against any person and indemnification or contribution expenses payable by the Company to any person and other extraordinary expenses of the Company not incurred in the ordinary course of the Company's business.

3.3

Investment Manager's Option to Reduce Fees. The Investment Manager may (but is not obligated to) impose a voluntary cap on the amount of expenses that will be borne by the Company on a monthly or annual basis. Any such expense cap may be increased, decreased, waived or eliminated at any time at the Investment Manager's sole discretion, subject to reasonable notice to the Board of Directors of the Company.

3.4

Reimbursement. To the extent that expenses properly borne by the Company pursuant to this Article 3 are paid by the Investment Manager, the Company shall reimburse the Investment Manager for such expenses (without any profit thereto), provided, however , that the Investment Manager may elect, from time to time and in its sole discretion, to bear certain of the Company's expenses set forth above, including organizational and other expenses, provided, further , that the aggregate amount of expenses accrued for reimbursement pursuant to this Section 3.4 that pertain to direct compensation costs of financial, compliance and accounting personnel that perform services for the Company, inclusive of the fees charged by any sub-administrator to provide such financial, compliance and/or accounting personnel to the Company ("Compensation Expenses"), during the twelve months beginning on the date immediately following consummation of the Merger, when taken together with Compensation Expenses reimbursed or accrued for reimbursement by the Company pursuant to the Administration Agreement during such period, shall not exceed 0.50% of the Company's average net asset value during such period.

Compensation of the Investment Manager . The Company agrees to pay, and the Investment Manager agrees to accept, as compensation for the services provided by the Investment Manager hereunder, a management fee ("Management Fee") and an incentive fee ("Incentive Fee") as hereinafter set forth. The Company shall make any payments due hereunder to the Investment Manager or to the Investment Manager's designee as the Investment Manager may otherwise direct. To the extent permitted by applicable law, the Investment Manager may elect, or the Company may adopt a deferred compensation plan pursuant to which the Investment Manager may elect, to defer all or a portion of its fees hereunder for a specified period of time.

4.1

Management Fee. The Management Fee will be payable quarterly in arrears. The Management Fee will be calculated based on the average value of the Company's total assets (determined under United States generally accepted accounting principles as in effect at the time of the applicable calculation required hereunder ("GAAP")) (other than cash or cash equivalents but including assets purchased with borrowed funds) at the end of the two most recently completed calendar quarters, and appropriately adjusted for any share issuances or repurchases during the current calendar quarter ("Average Gross Assets"). Management Fees for any partial month or quarter will be appropriately pro rated. The Management Fee shall begin to accrue on the day immediately following completion of the Merger. The Management Fee shall be 1.50% per annum of Average Gross Assets.

4.2

The Incentive Fee. The Incentive Fee consists of two components that are independent of each other, with the result that one component may be payable even if the other is not. A portion of the Incentive Fee is based on the Company's and its consolidated subsidiaries' income (the "Income Incentive Fee") and a portion is based on the Company's and its consolidated subsidiaries' capital gains (the "Capital Gains Incentive Fee"), as set forth in Sections 4.3 and 4.4, respectively.

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4.3

Income Incentive Fee. The Income Incentive Fee will be calculated and payable quarterly in arrears based on the Pre-Incentive Fee Net Investment Income for the quarter. "Pre-Incentive Fee Net Investment Income" means interest income, dividend income and any other income (including any other fees, such as commitment, origination, structuring, diligence and consulting fees or other fees that the Company receives from portfolio companies) accrued by the Company and its consolidated subsidiaries during the calendar quarter, minus the Company's and its consolidated subsidiaries' operating expenses for the quarter (including the Management Fee, expenses payable under the Administration Agreement or hereunder, and any interest expense and dividends paid on any issued and outstanding preferred stock, but excluding the Income Incentive Fee and any Capital Gains Incentive Fee).

(a)

Pre-Incentive Fee Net Investment Income includes any accretion of original issue discount, market discount, payment-in-kind interest, payment-in-kind dividends or other types of deferred or accrued income, including in connection with zero coupon securities, that the Company and its consolidated subsidiaries have recognized in accordance with GAAP, but have not yet received in cash (collectively, "Accrued Unpaid Income"). Pre-Incentive Fee Net Investment Income does not include any realized capital gains or losses or unrealized capital appreciation or depreciation.

(b)

Pre-Incentive Fee Net Investment Income, expressed as a rate of return on the value of the Company's net assets (defined in accordance with GAAP) at the end of the immediately preceding calendar quarter, will be compared to a "hurdle rate" of 1.75% per quarter (7% annualized). The Company will pay the Investment Manager the Income Incentive Fee with respect to the Company's Pre-Incentive Fee Net Investment Income in each calendar quarter as follows:

(i)

no Income Incentive Fee in any calendar quarter in which Pre-Incentive Fee Net Investment Income does not exceed the hurdle rate;

(ii)

100% of Pre-Incentive Fee Net Investment Income with respect to that portion of such Pre-Incentive Fee Net Investment Income, if any, that exceeds the hurdle rate but is less than 2.1875% in any calendar quarter (8.75% annualized); and

(iii)

20% of the amount of Pre-Incentive Fee Net Investment Income, if any, that exceeds 2.1875% in any calendar quarter (8.75% annualized).

These calculations will be appropriately pro rated for any period of less than three months and adjusted for any share issuances or repurchases during the then current quarter.

(c)

Any Income Incentive Fee otherwise payable under this Section 4.3 with respect to Accrued Unpaid Income (collectively, the "Accrued Unpaid Income Incentive Fees") shall be deferred, on a security by security basis, and shall become payable only if, as, when and to the extent cash is received by the Company or its consolidated subsidiaries in respect thereof. Any Accrued Unpaid Income that is subsequently reversed in connection with a write-down, write-off, impairment or similar treatment of the investment giving rise to such Accrued Unpaid Income will, in the applicable period of reversal, (A) reduce Pre-Incentive Fee Net Investment Income and (B) reduce the amount of Accrued Unpaid Income Incentive Fees deferred under this Section 4.3(c). Subsequent payments of Accrued Unpaid Income Incentive Fees deferred pursuant to this Section 4.3(c) shall not reduce the amounts otherwise payable for any quarter pursuant to this Section 4.3.

4.4

Capital Gains Incentive Fee. The Capital Gains Incentive Fee will be determined and payable in arrears as of the end of each calendar year (or upon termination of this Agreement), commencing with the calendar year ending December 31, 2016, and is calculated at the end of each applicable year by subtracting (1) the sum of the Company's and its consolidated subsidiaries' cumulative aggregate realized capital losses and aggregate unrealized capital depreciation from (2) the Company's and its consolidated subsidiaries' cumulative aggregate realized capital gains, in each case calculated from the date immediately following consummation of the Merger. If such amount is positive at the end of such year, then the Capital Gains Incentive Fee for such year is equal to 20% of such amount, less the aggregate amount of Capital Gains Incentive Fees paid in all prior years. If such amount is negative, then there is no Capital Gains Incentive Fee for such year. If this Agreement shall terminate as of a date that is not a calendar year end, the termination date shall be treated as though it were a calendar year end for purposes of calculating and paying the Capital Gains Incentive Fee. For purposes of this Section 4.4:

- 6 -

(a)

The cumulative aggregate realized capital gains are calculated as the sum of the differences, if positive, between (i) the net sales price of each Company Investment when sold and (ii) the accreted or amortized cost basis of such Company Investment.

(b)

The cumulative aggregate realized capital losses are calculated as the sum of the amounts by which (i) the net sales price of each Company Investment when sold is less than (ii) the accreted or amortized cost basis of such Company Investment.

(c)

The aggregate unrealized capital depreciation is calculated as the sum of the differences, if negative, between (i) the fair value of each Company Investment as of the applicable Capital Gains Fee calculation date and (ii) the accreted or amortized cost basis of such Company Investment.

(d)

Notwithstanding the foregoing, if the Company or any of its consolidated subsidiaries is required by GAAP to record a Company Investment at its fair value as of the time of acquisition instead of at the actual amount paid for such Company Investment (including, for example, as a result of the application of the acquisition method of accounting), then solely for the purposes of calculating the Incentive Fee on Capital Gains, the "accreted or amortized cost basis" of an investment shall be an amount (the "Contractual Cost Basis") equal to (i) (A) the actual amount paid by the Company for such Company Investment plus (y) any amounts recorded in the Company's financial statements as required by GAAP that are attributable to the accretion of such Company Investment plus (B) any other adjustments made to the cost basis included in the Company's financial statements, including payment-in-kind interest or additional amounts funded (net of repayments) minus (ii) any amounts recorded in the Company's financial statements as required by GAAP that are attributable to the amortization of such Company Investment. For the avoidance of doubt, the Contractual Cost Basis as determined pursuant to the foregoing sentence may be higher or lower than the fair value of such Company Investment (as determined in accordance with GAAP) at the time of acquisition.

4.5

Mandatory Deferral. The amount of Income Incentive Fee otherwise payable to the Investment Manager in any quarter (excluding Accrued Unpaid Income Incentive Fees deferred pursuant to Section 4.3(c) with respect to such quarter) that exceeds the sum of (A) 20% of the Cumulative Pre-Incentive Fee Net Return (as defined below) during the most recent twelve full calendar quarter period ending on or prior to the date such payment is to be made (the "Trailing Twelve Quarters") less (B) the aggregate Income Incentive Fees that were previously paid to the Investment Manager during such Trailing Twelve Quarters (excluding Accrued Unpaid Income Incentive Fees deferred pursuant to Section 4.3(c) during such Trailing Twelve Quarters and not subsequently paid), shall be deferred (the "Deferred Incentive Fees"). For this purpose, “Cumulative Pre-Incentive Fee Net Return” during the relevant Trailing Twelve Quarters means the sum of (x) Pre-Incentive Fee Net Investment Income in respect of such Trailing Twelve Quarters less (y) net realized capital losses and net unrealized capital depreciation, if any, in each case calculated in accordance with GAAP, in respect of such Trailing Twelve Quarters. Any Deferred Incentive Fees shall be carried over for payment in subsequent calculation periods by the Company, to the extent such payment could otherwise be made under this Agreement. Fee deferral pursuant to this Section 4.5 will be calculated with respect to the first twelve full calendar quarters from the date immediately following consummation of the Merger using the period from and after such date which is a period of less than twelve full calendar quarters.

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4.6

Special Rule for Swaps.

(a)

For purposes of computing the Capital Gain Incentive Fee, the realized capital gains with respect to swaps or derivative contracts will accrue upon realization of any net gains and losses attributable to the underlying securities constituting the reference assets of such swaps or derivative contracts upon settlement thereof, after taking into account any payments received from the counterparty thereto during the term of such swap or derivative contract.

(b)

Pre-Incentive Fee Net Investment Income shall not include realized gain or loss or unrealized appreciation or depreciation recognized in respect of swaps or derivative contracts.

(c)

Any unrealized appreciation or depreciation on swaps or derivative contracts will be reflected in Average Gross Assets for purposes of determining the Management Fee, and any such unrealized depreciation will be taken into account in calculating the Capital Gains Incentive Fee.

Best Execution.

5.1

Best Execution. The Investment Manager or its agent shall arrange for the placing of all orders for the purchase and sale of Company Investments with brokers or dealers selected by the Investment Manager. In the selection of such brokers or dealers and the placing of such orders, the Investment Manager is directed at all times to seek to obtain the best net results for the Company, taking into account such factors as price (including the applicable brokerage commission or dealer spread), size of order, difficulty of execution, and operational facilities of the brokerage firm and the brokerage firm's risk and skill in positioning blocks of securities.

5.2

Exceptions to Best Execution. Subject to applicable legal requirements, the Investment Manager may select a broker based partly upon brokerage or research services provided to the Company, the Investment Manager and any of its other accounts. It is also understood that it is desirable for the Company that the Investment Manager have access to supplemental investment and market research and security and economic analyses provided by brokers who may execute brokerage transactions at a higher cost to the Company than may result when allocating brokerage to other brokers on the basis of seeking the most favorable price and efficient execution. Therefore, the Investment Manager is authorized to place orders for the purchase and sale of securities for the Company with such brokers, subject to review by the Board of Directors from time to time with respect to the extent and continuation of this practice. It is understood that the services provided by such brokers may be useful to the Investment Manager in connection with its services to other clients. If any occasion should arise in which the Investment Manager gives any advice to its clients concerning the shares of the Company, it will act solely as investment counsel for such clients and not in any way on behalf of the Company. The Investment Manager may, on occasions when it deems the purchase or sale of a security to be in the best interests of the Company as well as its other customers (including any investment company or advisory account for which the Investment Manager or any of its affiliates acts as an investment adviser), aggregate, to the extent permitted by applicable laws and regulations, the securities to be sold or purchased in order to obtain the best net price and the most favorable execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Investment Manager in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Company and to such other customers.

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Limitation of Liability of Investment Manager and the Company.

6.1

Limitation of Liability; Indemnification. To the fullest extent permitted by law, the Investment Manager, its members and their respective officers, managers, partners, agents, employees, controlling persons, members and any other person affiliated with any of them (collectively, the "Indemnified Parties"), shall not be liable to the Company for any action taken or omitted to be taken by the Investment Manager in connection with the performance of any of its duties or obligations under this Agreement or otherwise as an investment adviser of the Company, except as otherwise provided herein or to the extent specified in Section 36(b) of the Investment Company Act concerning loss resulting from a breach of fiduciary duty (as the same is finally determined by judicial proceedings) with respect to the receipt of compensation for services. To the fullest extent permitted by law, the Company shall indemnify, defend and protect the Indemnified Parties (each of whom shall be deemed a third party beneficiary hereof) and hold them harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys' fees and amounts reasonably paid in settlement) incurred by the Indemnified Parties in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Company or its security holders) arising out of or otherwise based upon the performance of any of the Investment Manager's duties or obligations under this Agreement or otherwise as an investment adviser of the Company. Notwithstanding the foregoing provisions of this Section 6.1 to the contrary and in accordance with Section 17(i) of the Investment Company Act, nothing contained herein shall protect or be deemed to protect the Indemnified Parties against or entitle or be deemed to entitle the Indemnified Parties to indemnification in respect of, any liability to the Company or its security holders to which the Indemnified Parties would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of any Indemnified Party's duties or by reason of the reckless disregard of the Investment Manager's duties and obligations under this Agreement (as the same shall be determined in accordance with the Investment Company Act).

6.2

Dual Directors, Officers and/or Employees. If any person who is a manager, partner, officer or employee of the Investment Manager is or becomes a director, officer and/or employee of the Company and acts as such in any business of the Company, then such manager, partner, officer and/or employee of the Investment Manager shall be deemed to be acting in such capacity solely for the Company, and not as a manager, partner, officer or employee of the Investment Manager or under the control or direction of the Investment Manager, even if paid by the Investment Manager.

Duration and Termination of this Agreement.

7.1

Duration. This Agreement shall remain in full force and effect for two years from the date first written above and shall continue for periods of one year thereafter, but only so long as such continuance is specifically approved at least annually (a) by the vote of a majority of the Company's directors who are not interested persons (as defined in the Investment Company Act) and in accordance with the requirements of the Investment Company Act and (b) by a vote of a majority of the Board of Directors or of a majority of the outstanding voting securities of the Company. The aforesaid requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed in a manner consistent with the Investment Company Act.

7.2

Termination for Convenience. This Agreement may, on sixty days written notice to the other party, be terminated in its entirety at any time without the payment of any penalty, by the Board of Directors, by vote of a majority of the outstanding voting securities of the Company, or by the Investment Manager.

7.3

Change of Control of the Investment Manager . This Agreement shall automatically terminate in the event of its assignment. In interpreting the provisions of this Agreement, the definitions contained in Section 2(a) of the Investment Company Act (particularly the definitions of "interested person," "assignment" and "majority of the outstanding voting securities"), as from time to time amended, shall be applied, subject, however, to such exemptions as may be granted by the SEC by any rule, regulation or order.

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7.4

Effect of Termination. Any termination of this Agreement pursuant to this Article 7 shall be without penalty or other additional payment save that (a) the Company shall pay the Management Fee and Incentive Fee per Article 4 prorated to the date of termination; and (ii) the Company shall honor any trades entered into by it or the Investment Manager on its behalf prior to such termination, but not settled before the date of any such termination. Section 2.6 and Articles 3, 4, 6, 7 and 9 shall survive the termination of this Agreement.

Confidentiality. The parties hereto agree that each shall treat confidentially all information provided by each party to the other regarding its business and operations. All confidential information provided by a party hereto, including nonpublic personal information pursuant to Regulation S-P of the SEC, shall be used by any other party hereto solely for the purpose of rendering services pursuant to this Agreement and, except as may be required in carrying out this Agreement, shall not be disclosed to any third party, without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or thereafter becomes publicly available other than through a breach of this Agreement, or that is requested or required to be disclosed by any governmental or regulatory authority, including in connection with any required regulatory filings or examinations, by legal counsel of either of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation. Notwithstanding the foregoing, the Company hereby consents and authorizes the Investment Manager and its affiliates to use and disclosure confidential information relating to the Company in connection with (a) the preparation of performance information relating to the Company and (b) in connection with any contemplated sale of the outstanding equity or assets of the Investment Manager, Administrator, or any person who may be deemed to "control" either of the Investment Manager or the Administrator, in each case within the meaning of the Investment Company Act.

General

9.1

Amendment of this Agreement. No provisions of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought. To the extent required under the Investment Company Act, no amendment of this Agreement shall be effective as to the Company until approved by vote of the holders of a majority of the outstanding voting securities of the Company and by a majority of the Board of Directors, including a majority of the directors who are not interested persons (as defined in the Investment Company Act) of the Company and have no financial interest in this Agreement, cast in person at a meeting called for the purpose of voting on such amendment. Changes, waivers, restatements, amendments to this Agreement and discharge of specific obligations hereunder shall not be deemed a termination of this Agreement.

9.2

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 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 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 property is bound. The Company represents that this Agreement has been approved by the holders of a majority of the outstanding shares of the Company's voting stock.

9.3

Independent Contractors. The Investment Manager is an independent contractor. No trust, joint venture or relationship (other than contractual) is formed hereby. Except as expressly provided or authorized herein, the Investment Manager shall have no authority to act for or represent the Company in any way or otherwise be deemed an agent of the Company.

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9.4

Choice of Law. Other than the provisions of the Maryland General Corporation Law mandatorily applicable to corporate formalities, 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.

9.5

Enforcement.

(a)

Any dispute arising under, related to or otherwise involving this Agreement will be litigated in the Court of Chancery of the State of Delaware. The parties agree to submit to the jurisdiction of the Court of Chancery of the State of Delaware and waive trial by jury. The parties do not consent to mediate any disputes before the Court of Chancery.

(b)

(c)

Each of the parties irrevocably (i) consents to submit itself to the personal jurisdiction of the Delaware courts in connection with any dispute arising under this Agreement, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for relief from the Delaware courts or any other court or governmental body and (iii) agrees that it will not bring any action arising under this Agreement in any court other than the Delaware courts. EACH PARTY 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 ARRANGEMENTS CONTEMPLATED HEREBY.

(d)

Process may be served in the manner specified in Section 9.6, such service will deemed effective on the date of such notice, and each party irrevocably waives any defenses or objections it may have to service in such manner.

(e)

The parties irrevocably stipulate that irreparable damage would occur if any of the provisions of this Agreement were not performed per their specific terms. Accordingly, each party will be entitled to specific performance of the terms hereof in addition to any other remedy to which it is entitled at law or in equity.

(f)

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(g)

Nothing herein shall constitute a waiver or limitation of any rights which the Company may have, if any, under any applicable law.

9.6

(a)	If to the Investment Manager:	Great Elm Capital Management, Inc.
		200 Clarendon Street, 51 ^st Floor
		Boston, MA 02116
		Attention: General Counsel

(b)	If to the Company:	Great Elm Capital Corp.
		200 Clarendon Street, 51 ^st Floor
		Boston, MA 02116
		Attention: Chief Executive Officer

9.7

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.

9.8

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 9.8 or the Investment Company Act will be null and void.

9.9

9.10

9.11

9.12

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9.13

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 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.

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

GREAT ELM CAPITAL CORP.

By:
Name:
Title:

Great Elm Capital Management, Inc.

By:
Name:
Title:

Annex 3

Registration Rights Agreement

Annex 3 - 1

Annex 3

REGISTRATION RIGHTS AGREEMENT

This REGISTRATION RIGHTS AGREEMENT (this “ Agreement ”), dated as of [ ], 2016, is entered into by and among Great Elm Capital Corp., a Maryland corporation (including its successors, the “ Company ”) and the persons listed on the signature pages hereto under the heading “Holders” (“ Holders ”).

Article 1
DEFINITIONS

1.1. Definitions . The following terms shall have the meanings set forth in this Section 1.1 :

“ Affiliate ” of any specified Person means any other Person directly or indirectly “controlling,” “controlled by” or “under common control with” (within the meaning of Rule 405 under the Securities Act), such specified Person; provided , however , the determination of whether a Person is an Affiliate of another Person shall be made assuming that no Holder is an Affiliate of the Company solely by virtue of the ownership of Common Stock.

“ Common Stock ” shall mean the Company’s common stock, par value $0.01 per share.

“ Equity Interests ” mean, with respect to the Company, any and all shares of capital stock in the Company or securities convertible into, or exchangeable or exercisable for, such shares, and options, warrants or other rights to acquire such shares.

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended, or any similar federal statute, and the rules and regulations promulgated by the SEC thereunder.

“ Excluded Registration ” means a registration under the Securities Act of (i) securities pursuant to one or more Demand Registrations pursuant to Section 2.1 hereof, (ii) securities registered on Form S-8 or any similar successor form, and (iii) securities registered to effect the acquisition of, or combination with, another Person.

“ Investment Company Act ” means the Investment Company Act of 1940, as amended, and the rules and regulations promulgated by the SEC thereunder.

“ Person ” or “ person ” means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization or government or other agency or political subdivision thereof.

“ register ,” “ registered ” and “ registration ” refer to a registration effected by preparing and filing a registration statement in compliance with the Securities Act, and the declaration or ordering of the effectiveness of such registration statement.

“ Registrable Securities ” means the shares of the Company’s Common Stock owned at any time by the Holders. As to any particular Registrable Securities, such Common Stock shall cease to be Registrable Securities when: (a) a registration statement with respect to the sale of such Common Stock shall have become effective under the Securities Act and such Common Stock shall have been disposed of in accordance with such registration statement; (b) such Common Stock shall have been sold to the public pursuant to Rule 144 under the Securities Act (or any successor provision); (c) the first day on which such Registrable Securities may be sold by the Holders without restriction pursuant to Rule 144 promulgated under the Securities Act and without the requirement to be in compliance with Rule 144(c)(1) (or any successor thereto) or (d) such Common Stock shall have ceased to be outstanding.

“ Requesting Holders ” shall mean any Holder(s) requesting to have its (their) Registrable Securities included in any Demand Registration or Shelf Registration.

“ SEC ” means the Securities and Exchange Commission or any other federal agency at the time administering the Securities Act.

“ Securities Act ” means the Securities Act of 1933, as amended, or any similar federal statute, and the rules and regulations promulgated by the SEC thereunder.

1.2. Other Terms . For purposes of this Agreement, the following terms have the meanings set forth in the section or agreement indicated.

Term		Section
Advice		Section 2.7
Agreement		Introductory Paragraph
Blackout Period		Section 2.2.6
Company		Introductory Paragraph
Demand Registration		Section 2.2.1(i)
Demand Request		Section 2.2.1(i)
FINRA		Section 2.8.1
Holder		Introductory Paragraph
Inspectors		Section 2.6(xiii)
Lock-Up Period		Section 2.13
New York Courts		Section 3.3.2
Piggyback Registration		Section 2.3.1
Required Filing Date		Section 2.2.1(ii)
Shelf Registration		Section 2.4
Suspension Notice		Section 2.7
Suspension Period		Section 2.7

1.3. Rules of Construction . Unless the context otherwise requires

(1) a term has the meaning assigned to it;

(2) words in the singular include the plural, and words in the plural include the singular; and

(3) “herein,” “hereof” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section or other subdivision.

Article 2
Registration RIGHTS

2.1. Mandatory Registration.

2.1.1 Automatic Filing . The Company shall file a registration statement on Form N-2 or any similar or successor form under the Securities Act providing for a public offering of all of the Registrable Securities held by the Holders (the “ Mandatory Registration ”), which shall be a “shelf” registration statement pursuant to Rule 415 under the Securities Act if the Company is eligible to do so. The filing shall be made as soon as practicable following the date hereof, but in no event later than 60 days following the date hereof. Each Holder may opt out of the Mandatory Registration, by delivering to the Company written notice specifying the number of each such Requesting Holder’s Registrable Securities to be excluded from such registration. Unless the Company consents (which consent may be withheld in its sole discretion), the methods of distribution covered by the Mandatory Registration shall not include an underwritten offering. Each Holder may exercise its respective rights under this Section 2.1.1 in such Holder’s sole discretion.

2.1.2 Priority in the Mandatory Registrations . Unless the Holders consent (which consent may be withheld or conditioned in their sole discretion) the Mandatory Registration will not include any securities (including securities offered by the Company) other than securities offered by the Holders.

2.1.3 Representations, Warranties and Indemnification . No Holder may participate in any registration pursuant to Section 2.1 unless such Holder (x) agrees to sell such Holder’s Registrable Securities on the basis provided in the underwriting arrangements (if any) with respect to such offering and (y) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements (if applicable) and other documents and delivers all opinions, each in customary form, reasonably required under the terms of any such underwriting arrangements; provided , however , that no such Holder shall be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (i) such Holder’s ownership of his or its Registrable Securities to be sold or transferred free and clear of all encumbrances, (ii) such Holder’s power and authority to effect such transfer, and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested; provided , further , however , that the obligation of such Holder to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among any of the other parties to such underwriting arrangements, and the liability of each such Holder will be in proportion thereto, and provided , further , that under the terms of any such agreement such liability will be limited to the net amount received by such Holder from the sale of his or its Registrable Securities pursuant to such registration; and provided , further , that any such indemnification provided by a Holder selling Registrable Securities shall be limited under the terms of any such agreement to indemnification for information provided by such Holder relating to such Holder specifically for inclusion in the registration statement.

2.1.4 Effective Period . The Company shall maintain the registration statement and related prospectus for the Mandatory Registration effective for a period not less than one year subject to the Company’s right to impose Suspension Periods pursuant to Section 2.7.

2.2. Demand Registration .

2.2.1 Request for Registration .

(i) Commencing on the first anniversary of the filing of the registration statement for the Mandatory Registration, a majority of Holders shall have the right to require the Company to file a registration statement on Form N-2 or any similar or successor to such form under the Securities Act for a public offering of all or part of the Registrable Securities held by such Holder (a “ Demand Registration ”), by delivering to the Company written notice on or after such first anniversary stating that such right is being exercised by the Requesting Holder, specifying the number of each such Requesting Holder’s Registrable Securities to be included in such registration and, subject to Section 2.2.3 hereof, describing the intended method of distribution thereof (a “ Demand Request ”). Each Holder may exercise its respective rights under this Section 2.2 in such Holder’s sole discretion.

(ii) Each Demand Request shall specify the aggregate number of Registrable Securities proposed to be sold. Subject to Section 2.2.6 , the Company shall file the registration statement in respect of a Demand Registration within 45 days after receiving a Demand Request (the “ Required Filing Date ”) and shall use reasonable best efforts to cause the same to be declared effective by the SEC as promptly as practicable after such filing; provided , however , that:

the Company shall not be obligated to cause a registration statement with respect to a Demand Registration to be declared effective pursuant to this Section 2.2.1 (A) within 90 days after the effective date of a previous Demand Registration, other than a Shelf Registration pursuant to this Article 2 , or (B) during the Lock-Up Period for such Requesting Holder;

(b) the Company shall not be obligated to cause a registration statement with respect to a Demand Registration to be declared effective pursuant to Section 2.2.1(ii) unless the Demand Request is for a number of Registrable Securities with a market value that is equal to at least $10 million as of the date of such Demand Request; provided , however , that this Section 2.2.1(ii)(b) shall not apply if the applicable Demand Request is for all of the Registrable Securities held by the Holders as of the date of such Demand Request;

(c) the Company shall not be obligated to cause to be declared effective pursuant to this Section 2.2.1 more than two registration statements with respect to Demand Registrations; and

(d) the Holder shall have the right to withdraw a Demand Request at any time prior to the relevant registration statement being declared effective by the SEC in which event such registration statement shall not count as a Demand Request under this Section 2.2 .

2.2.2 Rights of Nonrequesting Holders . The Company shall no later than 7 days after the receipt of any Demand Request give written notice delivered by hand or nationally recognized overnight delivery service (with postage prepaid) of such proposed Demand Registration to all other Holders, who shall have the right, exercisable by written notice to the Company within 7 days of the delivery of the Company’s notice, to elect to include in such Demand Registration such portion of their Registrable Securities as they may request. All Holders requesting to have their Registrable Securities included in a Demand Registration in accordance with the preceding sentence shall be deemed to be “Requesting Holders” for purposes of this Section 2.2 .

2.2.3 Priority on Demand Registrations . The Company shall include in a Demand Registration only the Registrable Securities requested by Requesting Holders to be included therein.

2.2.4 Selection of Underwriters . The holders of a majority of the Registrable Securities of the Requesting Holders to be included in such Demand Registration (i) may request that the offering of Registrable Securities pursuant to a Demand Registration be in the form of a “firm commitment” underwritten offering and (ii) may select the investment banking firm or firms to manage the underwritten offering.

2.2.5 Representations, Warranties and Indemnification . No Holder may participate in any registration pursuant to Section 2.2 unless such Holder (x) agrees to sell such Holder’s Registrable Securities on the basis provided in the underwriting arrangements with respect to such offering and (y) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents and delivers all opinions, each in customary form, reasonably required under the terms of such underwriting arrangements; provided , however , that no such Holder shall be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (i) such Holder’s ownership of his or its Registrable Securities to be sold or transferred free and clear of all encumbrances, (ii) such Holder’s power and authority to effect such transfer, and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested; provided , further , however , that the obligation of such Holder to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among any of the other parties to such underwriting arrangements, and the liability of each such Holder will be in proportion thereto, and provided , further , that under the terms of any such agreement such liability will be limited to the net amount received by such Holder from the sale of his or its Registrable Securities pursuant to such registration; and provided , further , that any such indemnification provided by a Holder selling Registrable Securities shall be limited under the terms of any such agreement to indemnification for information provided by such Holder relating to such Holder specifically for inclusion in the registration statement.

2.2.6 Deferral of Filing . During any calendar year, the Company may defer the filing (but not the preparation) of a registration statement required by this Section 2.2 to after the Required Filing Date if at the time the Company receives the Demand Request, the Company or any of its Subsidiaries are engaged in confidential negotiations or other confidential business activities, disclosure of which would be required in such registration statement (but would not be required if such registration statement were not filed), and the Board of Directors of the Company or a committee of the Board of Directors of the Company reasonably determines in good faith that such disclosure would have a material adverse effect on the Company or its security holders (any such period during which such filing is deferred pursuant to this Section 2.2.6 , a “ Blackout Period ”). The Company may only exercise its right to defer a registration statement pursuant to this Section 2.2.6 twice in any calendar year and for no more than 90 calendar days in the aggregate during such calendar year. A deferral of the filing of a registration statement pursuant to Section 2.2.6 shall be lifted, and the requested registration statement shall be filed forthwith, if the negotiations or other activities are disclosed or terminated. In order to defer the filing of a registration statement pursuant to this Section 2.2.6 , the Company shall within 10 days, upon determining to seek such deferral, deliver to each Requesting Holder a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this Section 2.2.6 (subject to execution of a confidentiality agreement if required by law or contract) and a general statement of the reason for such deferral and an approximation of the anticipated delay. Within 20 days after receiving such certificate, the Requesting Holder may withdraw such Demand Request by giving notice to the Company; if withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this Agreement.

2.3. Piggyback Registrations .

2.3.1 Right to Piggyback . Each time the Company proposes to register any of its equity securities (other than pursuant to an Excluded Registration) under the Securities Act for sale to the public (whether for the account of the Company or the account of any other security holder of the Company (not a Holder)) (a “ Piggyback Registration ”), the Company shall give prompt written notice to each Holder (which notice shall be given not less than 20 days prior to the anticipated printing of any preliminary prospectus), which notice shall offer each such Holder the opportunity to include any or all of its Registrable Securities in such registration statement, subject to the limitations contained in Section 2.3.2 hereof. Each Holder that desires to have its Registrable Securities included in such registration statement shall so advise the Company in writing (stating the number of shares desired to be registered) within 7 days after the date of such notice from the Company. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in any registration statement pursuant to this Section 2.3.1 by giving written notice to the Company of such withdrawal. The Company shall include in such registration statement all such Registrable Securities so requested to be included therein; provided , however , that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registered.

2.3.2 Priority on Piggyback Registrations .

(i) If a Piggyback Registration relates to an underwritten offering and was initiated by the Company, the Company shall include in such registration statement (a) first, the securities the Company proposes to sell, (b) second, if and to the extent the managing underwriter or underwriters advise the Company that the inclusion thereof will not prevent the sale of the securities described in clause (a) in an orderly manner at a price acceptable to the Company, the Registrable Securities requested to be included in such registration pursuant to Section 2.3.1 (any required cut-back under this clause (b) to be applied pro rata based on the number of Registrable Securities that each Holder has requested be included), and (c) third, if and to the extent the managing underwriter or underwriters advise the Company that the inclusion thereof will not prevent the sale of the securities described in clause (a) in an orderly manner at a price acceptable to the Company, any other securities.

(ii) If a Piggyback Registration relates to an underwritten offering and was initiated by a security holder of the Company other than a Holder, the Company shall include in such registration statement (a) first, the securities requested to be included therein by the security holders requesting such registration, and (b) second, if and to the extent the managing underwriter or underwriters advise the Company that the inclusion thereof will not prevent the sale of the securities described in clause (a) in an orderly manner at a price acceptable to the holders of those securities, any Registrable Securities requested to be included in such registration pursuant to Section 2.3.1 (any required cut-back under this clause (b) to be applied pro rata based on the number of Registrable Securities that each Holder has requested be included).

(iii) No Holder may participate in any Piggyback Registration hereunder unless such Holder (x) agrees to sell such Holder’s Registrable Securities on the basis provided in any underwriting arrangements approved by the Company and (y) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents and delivers all opinions, each in customary form, reasonably required under the terms of such underwriting arrangements; provided , however , that no such Holder shall be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (a) such Holder’s ownership of his or its Registrable Securities to be sold or transferred free and clear of all encumbrances, (b) such Holder’s power and authority to effect such transfer, and (c) such matters pertaining to compliance with securities laws as may be reasonably requested; provided , further , however , that the obligation of such Holder to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among any of the other parties to such underwriting arrangements, and the liability of each such Holder will be in proportion thereto, and provided , further , that under the terms of any such agreement such liability will be limited to the net amount received by such Holder from the sale of his or its Registrable Securities pursuant to such registration; and provided , further , that any such indemnification provided by a Holder selling Registrable Securities shall be limited under the terms of any such agreement to indemnification for information provided by such Holder relating to such Holder specifically for inclusion in the registration statement.

2.3.3 Selection of Underwriters . In respect of any Piggyback Registration, the Company may select the investment banking firm or firms that will manage the offering and that will participate in any underwriting syndicate.

2.4. Shelf Registration . The Company shall use commercially reasonable efforts to become eligible to use a “shelf” registration statement on Form N-2 pursuant to Rule 415 under the Securities Act (or any successor form, “ Form N-2 Shelf ”) and, after becoming eligible to use a Form N-2 Shelf, shall use commercially reasonable efforts to remain so eligible. Once the Company becomes eligible to use a Form N-2 Shelf (or any successor form), then the Holders owning a majority of the Registrable Securities may require the Company to cause Demand Registrations to be filed on a Form N-2 Shelf (a “ Shelf Registration ”). If the Company is not then eligible under the Securities Act to use a Form N-2 Shelf, Demand Registrations shall be filed on the form for which the Company then qualifies.

2.5. Holdback Agreements .

(i) The Company shall not and shall use its reasonable best efforts to cause its officers and directors not to effect any public sale or distribution of the equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such securities (other than any public sale or distribution pursuant to a plan that complies with Rule 10b5-1 under the Exchange Act), during the 90-day period beginning on the effective date of any registration statement in connection with a Demand Registration (other than a Shelf Registration), a Piggyback Registration or any registered underwritten public offering of the equity securities of the Company in which the Holders participate, except pursuant to registrations on Form S-4, Form N-14 or Form S-8 or any successor form or unless the underwriters managing any such public offering otherwise agree; provided , however , that if (1) during the last 17 days of any such 90-day period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of any such 10 day or 90-day period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of such 10 day or 90-day period, then, in each case, such 10 day or 90-day period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the material news or material event, as applicable, unless the underwriters managing any such public offering waives, in writing, such extension.

(ii) If any Holder of Registrable Securities notifies the Company in writing that it intends to effect an underwritten sale of Registrable Securities registered pursuant to a Shelf Registration pursuant to Article 2 and specifies the date of the intended sale (the “ Sale Date ”) the Company shall not and shall use its reasonable best efforts to cause its officers and directors not to effect any public sale or distribution of the equity securities of the Company, or any securities convertible into or exchangeable or exercisable for its equity securities, during the 90-day period beginning on the Sale Date unless the underwriters managing any such public offering otherwise agree; provided , however , that if (1) during the last 17 days of any such 90-day period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of any such 90-day period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of such 90-day period, then, in each case, such 90-day period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the material news or material event, as applicable, unless the underwriters managing any such public offering waives, in writing, such extension.

2.6. Registration Procedures . Whenever any Holder has requested that any Registrable Securities be registered pursuant to this Agreement, the Company will use its reasonable best efforts to complete the registration and the sale of such Registrable Securities in accordance with the intended method of disposition thereof within the time periods set forth in this Agreement, and pursuant thereto the Company will as promptly as practicable:

(i) prepare and file with the SEC with respect to the Mandatory Registration or any Demand Registration, a registration statement on any appropriate form under the Securities Act with respect to such Registrable Securities and use its reasonable best efforts to cause such registration statement to become effective, provided that as far in advance as practicable before filing such registration statement or any amendment thereto, the Company will furnish to the selling Holders copies of reasonably complete drafts of all such documents prepared to be filed (including exhibits), and any such Holder shall have the opportunity to object to any information contained therein and the Company will make corrections reasonably requested by such Holder with respect to such information prior to filing any such registration statement or amendment;

(ii) except in the case of a Shelf Registration, prepare and file with the SEC such amendments, post-effective amendments, and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than 180 days (or such lesser period as is necessary for the underwriters in an underwritten offering to sell unsold allotments) and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement;

(iii) in the case of a Shelf Registration, prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement continuously effective and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities subject thereto for a period ending on the date on which all the Registrable Securities subject thereto have been sold pursuant to such registration statement;

(iv) furnish to each seller of Registrable Securities and the underwriters of the securities being registered such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus), any issuer free writing prospectus, any documents incorporated by reference therein and such other documents as such seller or underwriters may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller or the sale of such securities by such underwriters (it being understood that, subject to Section 2.7 and the requirements of the Securities Act and applicable state securities laws, the Company consents to the use of the prospectus, any amendment or supplement thereto and any issuer free writing prospectus by each seller and the underwriters in connection with the offering and sale of the Registrable Securities covered by the registration statement of which such prospectus, amendment or supplement is a part);

(v) use its reasonable best efforts to register or qualify such Registrable Securities under such other securities or “blue sky” laws of such jurisdictions as the managing underwriter reasonably requests (or, in the event the registration statement does not relate to an underwritten offering, as the holders of a majority of such Registrable Securities may reasonably request); use its reasonable best efforts to keep each such registration or qualification (or exemption therefrom) effective during the period in which such registration statement is required to be kept effective; and do any and all other acts and things which may be reasonably necessary or advisable to enable each seller to consummate the disposition of the Registrable Securities owned by such seller in such jurisdictions ( provided , however , that the Company will not be required to (A) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph or (B) consent to general service of process in any such jurisdiction);

(vi) promptly notify each seller and each underwriter and (if requested by any such Person) confirm such notice in writing (A) when any such registration statement or any issuer free writing prospectus used in connection therewith, or any related prospectus or any prospectus supplement or post-effective amendment has been filed and, with respect to any such registration statement or any post-effective amendment, when the same has become effective, (B) of the issuance by any state securities or other regulatory authority of any order suspending the qualification or exemption from qualification of any of the Registrable Securities under state securities or “blue sky” laws or the initiation of any proceedings for that purpose, and (C) of the happening of any event which makes any statement made in any such registration statement or related prospectus or issuer free writing prospectus untrue or which requires the making of any changes in such registration statement, prospectus, issuer free writing prospectus or documents so that they will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and, as promptly as practicable thereafter, prepare and file with the SEC and furnish a supplement or amendment to such prospectus or additional issuer free writing prospectus so that, as thereafter deliverable to the purchasers of such Registrable Securities, such prospectus will not contain any untrue statement of a material fact or omit a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;

(vii) permit any selling Holder, which in such Holder’s sole and exclusive judgment, might reasonably be deemed to be an underwriter or a controlling person of the Company, to participate in the preparation of such registration or comparable statement and to require the insertion therein of material, furnished to the Company in writing, which in the reasonable judgment of such Holder and its counsel should be included;

(viii) make reasonably available members of management of the Company, as selected by the Holders of a majority of the Registrable Securities included in such registration, for assistance in the selling effort relating to the Registrable Securities covered by such registration, including, but not limited to, the participation of such members of the Company’s management in live or recorded road show presentations;

(ix) otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the SEC, including the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder, and make generally available to the Company’s security holders an earnings statement satisfying the provisions of Section 11(a) of the Securities Act no later than 90 days after the end of the 12 month period beginning with the first day of the Company’s first fiscal quarter commencing after the effective date of a registration statement, which earnings statement shall cover said 12 month period, and which requirement will be deemed to be satisfied if the Company timely files complete and accurate information on Forms 10-Q, 10-K and 8-K under the Exchange Act and otherwise complies with Rule 158 under the Securities Act;

(x) if requested by the managing underwriter or any seller promptly incorporate in a prospectus supplement or post-effective amendment or prepare an issuer free writing prospectus including such information as the managing underwriter or any seller reasonably requests to be included therein, including, without limitation, with respect to the Registrable Securities being sold by such seller, the purchase price being paid therefor by the underwriters and with respect to any other terms of the underwritten offering of the Registrable Securities to be sold in such offering, and promptly make all required filings of such prospectus supplement or post-effective amendment or issuer free writing prospectus;

(xi) as promptly as practicable after filing with the SEC of any document which is incorporated by reference into a registration statement (in the form in which it was incorporated), deliver a copy of each such document to each seller unless available on the SEC’s Electronic Data Gathering and Retrieval System (EDGAR) or any successor system;

(xii) cooperate with the sellers and the managing underwriter to facilitate the timely preparation and delivery of certificates (which shall not bear any restrictive legends unless required under applicable law) representing securities sold under any registration statement, and enable such securities to be in such denominations and registered in such names as the managing underwriter or such sellers may request and keep available and make available to the Company’s transfer agent prior to the effectiveness of such registration statement a supply of such certificates;

(xiii) promptly make available for inspection by any seller, any underwriter participating in any disposition pursuant to any registration statement, and any attorney, accountant or other agent or representative retained by any such seller or underwriter (collectively, the “ Inspectors ”), all financial and other records, pertinent corporate documents and properties of the Company, as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company’s officers, directors and employees to supply all information requested by any such Inspector in connection with such registration statement;

(xiv) furnish to each seller and underwriter a signed counterpart of (A) an opinion or opinions of counsel to the Company, and (B) a comfort letter or comfort letters from the Company’s independent registered public accountants, each in customary form and covering such matters of the type customarily covered by opinions or comfort letters, as the case may be, as the sellers or managing underwriter reasonably requests (each such opinion and comfort letter to be addressed to both the seller and underwriter, if reasonably possible);

(xv) use its reasonable best efforts to cause the Registrable Securities included in any registration statement to be listed on each securities exchange, if any, on which similar securities issued by the Company are then listed;

(xvi) provide a transfer agent and registrar for all Registrable Securities registered hereunder;

(xvii) cooperate with each seller and each underwriter participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the Financial Industry Regulatory Authority;

(xviii) during the period when the prospectus is required to be delivered under the Securities Act, promptly file all documents required to be filed with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act;

(xix) notify each seller of Registrable Securities promptly of any request by the SEC for the amending or supplementing of such registration statement or prospectus or for additional information;

(xx) enter into such agreements (including underwriting agreements in the managing underwriter’s customary form) as are customary in connection with an underwritten registration;

(xxi) advise each seller of such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the SEC suspending the effectiveness of such registration statement or the initiation or threatening of any proceeding for such purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal at the earliest possible moment if such stop order should be issued; and

(xxii) use its best efforts to take all other steps necessary to effect the registration of the Registrable Securities covered by the registration statement.

2.7. Suspension of Dispositions . Each Holder agrees by acquisition of any Registrable Securities that, upon receipt of any notice (a “ Suspension Notice ”) from the Company of the happening of any event of the kind described in Section 2.6(vi) (C), such Holder will forthwith discontinue disposition of Registrable Securities until such Holder’s receipt of the copies of the supplemented or amended prospectus, or until it is advised in writing (the “ Advice ”) by the Company that the use of the prospectus may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in the prospectus, and, if so directed by the Company, such Holder will deliver to the Company all copies, other than permanent file copies then in such Holder’s possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice (any such period during which disposition of Registrable Securities is suspended, a “ Suspension Period ”). In the event the Company shall give any such notice, the time period referred to in Section 2.6(ii) shall be extended by the number of days during the period from and including the date of the giving of the Suspension Notice to and including the date when each seller of Registrable Securities covered by such registration statement shall have received the copies of the supplemented or amended prospectus or the Advice. The Company shall use its reasonable best efforts and take such actions as are reasonably necessary to render the Advice as promptly as practicable.

2.8. Registration Expenses .

2.8.1 Mandatory Registration and Demand Registrations . All reasonable, out-of-pocket fees and expenses incident to the Mandatory Registration or any Demand Registration including, without limitation, the Company’s performance of or compliance with this Article 2 , all registration and filing fees, all fees and expenses associated with filings required to be made with the Financial Industry Regulatory Authority (“ FINRA ”), as may be required by the rules and regulations of the FINRA, fees and expenses of compliance with securities or “blue sky” laws (including reasonable fees and disbursements of counsel in connection with “blue sky” qualifications of the Registrable Securities), rating agency fees, printing expenses (including expenses of printing certificates for the Registrable Securities in a form eligible for deposit with the Depository Trust Company and of printing prospectuses if the printing of prospectuses is requested by a Holder of Registrable Securities), messenger and delivery expenses, the fees and expenses incurred in connection with any listing or quotation of the Registrable Securities, fees and expenses of counsel for the Company and its independent certified public accountants (including the expenses of any special audit or “cold comfort” letters required by or incident to such performance), the fees and expenses of any special experts retained by the Company in connection with such registration and any underwriting discounts, commissions or fees attributable to the sale of the Registrable Securities will be borne by the Holders participating in the Mandatory Registration or such Demand Registration pro rata on the basis of the number of shares sought to be sold by each such Holder.

2.8.2 Piggyback Registrations . All fees and expenses incident to any Piggyback Registration including, without limitation, the Company’s performance of or compliance with this Article 2, all registration and filing fees, all fees and expenses associated with filings required to be made with the FINRA, as may be required by the rules and regulations of the FINRA, fees and expenses of compliance with securities or “blue sky” laws (including reasonable fees and disbursements of counsel in connection with “blue sky” qualifications of the Registrable Securities), rating agency fees, printing expenses (including expenses of printing certificates for the Registrable Securities in a form eligible for deposit with the Depository Trust Company and of printing prospectuses), messenger and delivery expenses, the fees and expenses incurred in connection with any listing or quotation of the Registrable Securities, fees and expenses of counsel for the Company and its independent certified public accountants (including the expenses of any special audit or “cold comfort” letters required by or incident to such performance), the fees and expenses of any special experts retained by the Company in connection with such registration, and any underwriting discounts, commissions or fees attributable to the sale of the Registrable Securities will be borne by the Holders participating in the Piggyback Registration pro rata on the basis of the number of shares sought to be sold.

2.9. Indemnification .

2.9.1 The Company will indemnify and hold harmless each seller of Registrable Securities and, in the case of an underwritten offering, each underwriter, their respective partners, members, directors, officers, affiliates and each person, if any, who controls such seller or underwriter, as applicable, within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any losses, claims, damages or liabilities, joint or several, to which such seller may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement, prospectus, preliminary prospectus or any issuer free writing prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and will reimburse such seller for any legal or other expenses reasonably incurred by such seller in connection with investigating or defending any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such seller is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided , however , that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents in reliance upon and in conformity with written information furnished to the Company by any such seller relating to such seller specifically for use therein; provided , the liability of each such seller of Registrable Securities will be in proportion to, and will be limited to, the net amount received by such seller from the sale of Registrable Securities pursuant to such registration statement; provided , however , that such seller of Registrable Securities shall not be liable in any such case to the extent that prior to the filing of any such registration statement or prospectus or amendment thereof or supplement thereto, such seller has furnished in writing to the Company information expressly for use in such registration statement or prospectus or any amendment thereof or supplement thereto which corrected or made not misleading information previously furnished to the Company. Any indemnification by the Company pursuant to this Agreement shall be subject to the requirements and limitations of Section 17(i) of the Investment Company Act.

2.9.2 Each seller of Registrable Securities will severally and not jointly indemnify and hold harmless the Company, each of its directors and each of its officers who signs a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any losses, claims, damages or liabilities to which such indemnified party may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement, prospectus, preliminary prospectus or any issuer free writing prospectus or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such seller relating to such seller specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such indemnified party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred.

2.9.3 Promptly after receipt by an indemnified party under this Section 2.9 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under Section 2.9.1 or Section 2.9.2 , notify the indemnifying party of the commencement thereof; but the failure to notify the indemnifying party shall not relieve it from any liability that it may have under Section 2.9.1 or Section 2.9.2 except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and provided further that the failure to notify the indemnifying party shall not relieve it from any liability that it may have to an indemnified party otherwise than under Section 2.9.1 or Section 2.9.2 . In case any such action is brought against any indemnified party and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party under this Section 2.9 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened action in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party unless such settlement (i) includes an unconditional release of such indemnified party from all liability on any claims that are the subject matter of such action and (ii) does not include a statement as to, or an admission of, fault, culpability or a failure to act by or on behalf of an indemnified party.

2.9.4 If the indemnification provided for in this Section 2.9 is unavailable or insufficient to hold harmless an indemnified party under Section 2.9.1 or Section 2.9.2 although applicable in accordance with its terms, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages or liabilities referred to in Section 2.9.1 or Section 2.9.2 (i) in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and the indemnified party on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative faults referred to in clause (i) above but also the relative benefits received by the indemnifying party on the one hand and the indemnified party on the other as well as any other relevant equitable considerations. In connection with any registration statement filed with the SEC by the Company, the relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by such indemnifying party or indemnified party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. The relative benefits received by the indemnifying party on the one hand and the indemnified party on the other shall be deemed to be in the same proportion as the total net proceeds from the offering of securities registered thereunder (before deducting expenses) received by the indemnifying party bear to the aggregate public offering price of the securities registered thereunder. The amount paid by an indemnified party as a result of the losses, claims, damages or liabilities referred to in the first sentence of this Section 2.9.4 shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any action or claim which is the subject of this Section 2.9.4 . Notwithstanding the provisions of this Section 2.9.4 , no Holder shall be required to contribute an amount greater than the dollar amount by which the net proceeds received by such Holder with respect to the sale of any Registrable Securities exceeds the amount of damages which such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Holders’ obligations in this Section 2.9.4 to contribute shall be several in proportion to the amount of Registrable Securities registered by them and not joint.

If indemnification is available under this Section 2.9 , the indemnifying parties shall indemnify each indemnified party to the full extent provided in Section 2.9.1 and Section 2.9.2 without regard to the relative fault of said indemnifying party or indemnified party or any other equitable consideration provided for in this Section 2.9.4 subject, in the case of the Holders, to the limited dollar amounts set forth in Section 2.9.2 .

2.9.5 The indemnification and contribution provided for under this Agreement will remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party or any officer, director, or controlling Person of such indemnified party and will survive the transfer of securities.

2.10. Transfer of Registration Rights . Any of the rights of any Holder under this Agreement may be assigned, in the discretion of any such Holder, without the consent of the Company, to any Person who is a transferee of Registrable Securities from the Holder; and agrees in writing to be subject to and bound by all the terms and conditions of this Agreement but no such assignment will relieve the assigning Holder of liability based on any action or occurrence prior to the assignment.

2.11. Rule 144 . The Company will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder (or, if the Company is not required to file such reports, will, upon the request of the Holders, make publicly available other information) and will take such further action as the Holders may reasonably request, all to the extent required from time to time to enable the Holders to sell the Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the Securities Act, as such rule may be amended from time to time or (ii) any similar rule or regulation hereafter adopted by the SEC. Upon the reasonable request of any Holder, the Company will deliver to such parties a written statement as to whether it has complied with such requirements and will, at its expense, forthwith upon the request of any such Holder, deliver to such Holder a certificate, signed by the Company’s principal financial officer, stating (a) the Company’s name, address and telephone number (including area code), (b) the Company’s Internal Revenue Service identification number, (c) the Company’s SEC file number, (d) the number of shares of each class of capital stock outstanding as shown by the most recent report or statement published by the Company, and (e) whether the Company has filed the reports required to be filed under the Exchange Act for a period of at least 90 days prior to the date of such certificate and in addition has filed the most recent annual report required to be filed thereunder.

2.12. Preservation of Rights . The Company will not (i) grant any registration rights to third parties which are more favorable than or inconsistent with the rights granted hereunder or (ii) enter into any agreement, take any action, or permit any change to occur, with respect to its securities that violates or subordinates the rights expressly granted to the Holders in this Agreement.

2.13. Lock-Up Provision . Without the prior written consent of the Company, including the directors of the Company that are not “interested persons” of the Company as defined in the Investment Company Act of 1940, (i) each Holder, other than Great Elm Capital Group, Inc., will refrain, during the period commencing on the date of this Agreement and ending on the date that is 180 days after the date of this Agreement and (ii) Great Elm Capital Group, Inc. will refrain, during the period commencing on the date of this Agreement and ending on the date that is on the one year anniversary of the date of this Agreement (each, a “ Lock-Up Period ”), from:

(a) offering, pledging, selling, contracting to sell, selling any option or contract to purchase, purchasing any option or contract to sell, granting any option, right or warrant for the sale of, lending or otherwise disposing of or transferring, directly or indirectly, any Registrable Securities, or

(b) entering into any swap or other arrangement that transfers to another, in whole or in part, directly or indirectly, any of the economic consequences of ownership of Registrable Securities, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of Registrable Securities or other securities, in cash or otherwise.

(c) Notwithstanding the foregoing, subject to applicable securities laws and the restrictions contained in the Company’s organizational documents, the Holders may transfer any Registrable Securities during the Lock-Up Period as follows: (A) as a bona fide gift or gifts, provided that the donee or donees thereof agree to be bound in writing by the restrictions set forth in this Section 2.13 ; (B) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth in this Section 2.13 ; (C) as a distribution to stockholders, partners, members or affiliates of the assigning Holder, provided that such stockholders, partners, members or affiliates agree to be bound in writing by the restrictions set forth in this Section 2.13 ; or (D) as collateral for any loan, provided that the lender agrees in writing to be bound by the restrictions set forth in this Section 2.13 . For purposes of this Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin.

Article 3
MISCELLANEOUS

3.1. Notices . Any notice, instruction, direction or demand required under the terms of this Agreement shall be in writing and shall be duly given upon delivery, if delivered by hand, or internationally recognized overnight courier (with postage prepaid), to the following addresses:

If to the Company, to:

Great Elm Capital Corp.
c/o MAST Capital Management LLC
200 Clarendon Street, 51st Floor
Boston, MA 02116
Attention: General Counsel

With a copy to (which shall not constitute notice):

Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, NY 10036
Attention: Michael K. Hoffman; and to

Schulte Roth & Zabel LLP
1152 Fifteenth Street, NW, Suite 850
Washington, DC 20005
Attention: John J. Mahon

or to such other addresses or telecopy numbers as may be specified by like notice to the other parties.

If to any other Holder, the address indicated for such Holder in the Company’s stock transfer records with copies to each of the persons named above.

Any notice or communication hereunder shall be deemed to have been given or made as of the date so delivered if personally delivered; when answered back, if telexed; when receipt is acknowledged, if telecopied; and five calendar days after mailing if sent by registered or certified mail (except that a notice of change of address shall not be deemed to have been given until actually received by the addressee).

Failure to mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders. If a notice or communication is mailed in the manner provided above, it is duly given, whether or not the addressee receives it.

3.2. Authority . Each of the parties hereto represents on behalf of itself as follows: (i) it has the requisite corporate or other power and authority and has taken all corporate or other action necessary in order to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby, (ii) this Agreement has been duly executed and delivered by it and constitutes a valid and binding agreement of it enforceable in accordance with the terms hereof.

3.3. Governing Law .

3.3.1 This Agreement is to be construed in accordance with and governed by the internal laws of the State of New York without giving effect to any choice of law rule that would cause the application of the laws of any jurisdiction other than the internal laws of the State of New York to the rights and duties of the parties.

3.3.2 Each party hereby irrevocably and unconditionally consents to submit to the sole and exclusive jurisdiction of the United States District Court for the Southern District of New York or, if such court does not have jurisdiction, the Supreme Court of the State of New York sitting in New York County (the “ New York Courts ”) for any legal action or other legal proceeding arising out of or relating to this Agreement, or the negotiation, validity or performance of this Agreement, or the transactions contemplated thereby (and agrees not to commence any legal action or other legal proceeding relating thereto except in such courts), including to enforce any settlement, order or award. Each party hereto:

(i) consents to service of process in any such proceeding in any manner permitted by the laws of the State of New York, and agrees that service of process by registered or certified mail, return receipt requested, at its address specified pursuant to Section 3.1 is reasonably calculated to give actual notice;

(ii) agrees that the New York Courts shall be deemed to be a convenient forum; and

(iii) waives and agrees not to assert (by way of motion, as a defense or otherwise), in any such legal proceeding commenced in the New York Courts that such party is not subject personally to the jurisdiction of such court, that such legal proceeding has been brought in an inconvenient forum, that the venue of such proceeding is improper or that this Agreement or the subject matter hereof or thereof may not be enforced in or by such court.

3.3.3 In the event of any action or other proceeding relating to this Agreement or the enforcement of any provision of this Agreement, the prevailing party (as determined by the court) shall be entitled to payment by the non-prevailing party of all costs and expenses (including reasonable attorneys’ fees) incurred by the prevailing party, including any costs and expenses incurred in connection with any challenge to the jurisdiction or the convenience or propriety of venue of proceedings before the New York Courts.

3.3.4 Each of the parties hereto hereby waives to the fullest extent permitted by applicable law any right it may have to a trial by jury with respect to any legal action or other legal proceeding directly or indirectly arising out of, under or in connection with this Agreement or the transactions contemplated hereby. Each of the parties hereto (a) certifies that no representative, agent or attorney of any other party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce that foregoing waiver and (b) acknowledges that it and the other parties hereto have been induced to enter into this Agreement and the transactions contemplated by this Agreement, as applicable, by, among other things, the mutual waivers set forth in this Section 3.3.4 .

3.4. Remedies . Each Holder, in addition to being entitled to exercise all rights provided to it herein or granted by law, including recovery of damages, will be entitled to specific performance of its rights under this Agreement. The Company agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Agreement and hereby agrees to waive in any action for specific performance the defense that a remedy at law would be adequate.

3.5. Successors and Assigns . Except as otherwise expressly provided herein, this Agreement shall be binding upon and benefit the Company, each Holder, and their respective successors and assigns.

3.6. 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.

3.7. Waivers . A provision of this Agreement may be waived only by a writing signed by the party or parties intended to be bound by the waiver. A Holder may waive a provision of this Agreement that relates exclusively to their rights, remedies or conditions under this Agreement that does not affect, directly or indirectly, the rights of other Holders. The Holders of at least 80% of the then outstanding Registrable Securities may waive any provision of this Agreement so long as any Holder that does not approve of such waiver is not affected by such waiver in a manner materially worse than the approving Holders. A party is not prevented from enforcing any right, remedy or condition in the party’s favor because of any failure or delay in exercising any right or remedy or in requiring satisfaction of any condition, except to the extent that the party specifically waives the same in writing. A written waiver given for one matter or occasion is effective only in that instance and only for the purpose stated. A waiver once given is not to be construed as a waiver for any other matter or occasion. Any enumeration of a party’s rights and remedies in this Agreement is not intended to be exclusive, and a party’s rights and remedies are intended to be cumulative to the extent permitted by law and include any rights and remedies authorized in law or in equity.

3.8. Amendment . This Agreement may not be amended or modified in any respect except by a written agreement signed by the Company and the Holders of at least 80% of the then outstanding Registrable Securities.

3.9. 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.

3.10. 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.

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

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

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

GREAT ELM CAPITAL CORP.

By:
Name:

HOLDERS

GREAT ELM CAPITAL GROUP, INC.			MAST CREDIT OPPORTUNITIES FUND LTD.

			By: MAST CAPITAL MANAGEMENT LLC,
			its General Partner

By:			By:
Name:			Name:
Title:			Title:

MAST OC I MASTER FUND LP			MAST ADMIRAL MASTER FUND LP

By: MAST CAPITAL MANAGEMENT LLC,			By: MAST CAPITAL MANAGEMENT LLC,
its General Partner			its General Partner

By:			By:
Name:			Name:
Title:			Title:

MAST SELECT OPPORTUNITIES MASTER FUND LP

By: MAST CAPITAL MANAGEMENT LLC,
its General Partner

By:
Name:
Title:

Signature page to the Registration Rights Agreement

Annex 4

Administration Agreement

Annex 4 - 1

Annex 4

ADMINISTRATION AGREEMENT

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

Recitals

The Company desires to retain the Administrator to furnish certain administrative services to the Company, and the Administrator is willing to furnish such services, on the terms and conditions in this Agreement.

Agreement

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

Appointment of Administrator . The Company hereby appoints the Administrator to act as administrator to the Company for purposes of providing administrative services and to furnish, or arrange for others to furnish, the administrative services, personnel and facilities described below, subject to review by and the overall control of the Board of Directors of the Company, for the period and on the terms set forth in this Agreement. The Administrator accepts such appointment and agrees to render the services stated herein and to assume the obligations herein set forth subject to the reimbursement of costs and expenses as provided for below.

Administration Services . The Administrator shall perform (or oversee, or arrange for, the performance of) the administrative services necessary for the operation of the Company. Without limiting the generality of the foregoing, the Administrator shall provide the Company with, or otherwise arrange for the provision of, office facilities, equipment, clerical, bookkeeping, finance, accounting, compliance and record keeping services at such office facilities and such other services as the Administrator, subject to review by the Board of Directors of the Company, shall from time to time determine to be necessary or useful to perform its obligations under this Agreement, including retaining the services of financial, compliance, accounting and administrative personnel that perform services on behalf of the Company under this Agreement, including personnel to serve as Chief Financial Officer and Chief Compliance Officer of the Company. The Administrator shall also, on behalf of the Company, arrange for the services of, and oversee, custodians, depositories, transfer agents, dividend disbursing agents, other stockholder servicing agents, accountants, attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks and such other persons in any such other capacity deemed to be necessary or desirable. The Administrator shall make reports to the Company's Board of Directors of its performance of obligations hereunder and furnish advice and recommendations with respect to such other aspects of the business and affairs of the Company as it shall determine to be desirable or as reasonably requested by the Board of Directors; provided that nothing herein shall be construed to require the Administrator to, and the Administrator shall not, provide any advice or recommendation relating to the securities and other assets that the Company should purchase, retain or sell or any other investment advisory services to the Company. The Administrator shall be responsible for the financial and other records that the Company is required to maintain and shall prepare all reports and other materials required to be filed with the Securities and Exchange Commission (the "SEC") or any other regulatory authority, including reports to stockholders. In addition, the Administrator will assist the Company in determining and publishing the Company's net asset value, overseeing the preparation and filing of the Company's tax returns, and the printing and dissemination of reports to stockholders of the Company, and generally overseeing the payment of the Company's expenses and the performance of administrative and professional services rendered to the Company by others.

Reimbursement; Allocation of Costs and Expenses.

3.1

Reimbursement. In full consideration of the provision of the services of the Administrator, the Company shall reimburse the Administrator for the actual costs and expenses (without any profit thereto), incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder, including without limitation the provision of facilities in connection with such services.

3.2

Allocation of Costs and Expenses. The Company will bear all costs and expenses that are incurred in its operation and transactions and not specifically assumed by the Company's investment adviser (the "Investment Manager") pursuant to an investment advisory agreement to be entered into by and between the Company and the Investment Manager concurrent herewith (the "Investment Management Agreement"), including those relating to:

(a)

organizational expenses of the Company;

(b)

(c)

(d)

interest or other costs associated with debt, if any, incurred to finance the Company's business;

(e)

fees and expenses incurred by the Company in connection with the Company's membership in investment company organizations;

(f)

brokers' commissions;

(g)

investment advisory and management fees;

(h)

fees and expenses associated with calculating the Company's net asset value (including the costs and expenses of any independent valuation firm);

(i)

fees and expenses relating to offerings of the Company's common stock and other securities;

(j)

legal, auditing or accounting expenses;

(k)

federal, state and local taxes and other governmental fees;

- 2 -

(l)

the fees and expenses of the Administrator (or any successor administrator thereto), any sub-administrator to the Company, the Company's transfer agent or sub-transfer agent, and any other amounts payable under this Agreement or any similar administration agreement or sub-administration agreement to which the Company may become a party;

(m)

the cost of preparing stock certificates or any other expenses, including clerical expenses of issue, redemption or repurchase of securities of the Company;

(n)

the expenses of and fees for registering or qualifying shares of the Company for sale and of maintaining the registration of the Company and registering the Company as a broker or a dealer;

(o)

the fees and expenses of the directors of the Company who are not interested persons (as defined in the Investment Company Act);

(p)

the cost of preparing and distributing reports, proxy statements and notices to shareholders, the SEC and other governmental or regulatory authorities;

(q)

costs of holding shareholder meetings;

(r)

listing fees;

(s)

(t)

any amounts payable to the Administrator under this Agreement;

(u)

(v)

the Company's allocable portion of the fidelity bond, directors and officers/errors and omissions liability insurance, and any other insurance premiums;

(w)

(x)

all other expenses incurred by the Company, the Investment Manager or the Administrator in connection with administering the Company's business (including payments under the Administration Agreement between the Company and the Administrator based upon the Company's allocable portion of the Administrator's overhead in performing its obligations under the Administration Agreement, including rent and the allocable portion of the cost of the Company's Chief Financial Officer and Chief Compliance Officer and their respective staffs (including reasonable travel expenses); and

(y)

costs incurred by the Company in connection with any claim, litigation, arbitration, mediation, government investigation or dispute in connection with the business of the Company, including pursuant to Section 6 of the Advisory Agreement, and the amount of any judgment or settlement paid in connection therewith, or the enforcement of the Company's rights against any person and indemnification or contribution expenses payable by the Company to any person and other extraordinary expenses of the Company not incurred in the ordinary course of the Company's business.

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3.3

Initial Limit on Reimbursements. Notwithstanding anything to contrary set forth herein, the Administrator hereby agrees that that the aggregate amount of expenses accrued for reimbursement pursuant to this Article 3 that pertain to direct compensation costs of financial, compliance and accounting personnel that perform services for the Company, inclusive of the fees charged by any sub-administrator to provide such financial, compliance and/or accounting personnel to the Company ("Compensation Expenses"), during the twelve months beginning on the date immediately following consummation of the Merger, when taken together with Compensation Expenses reimbursed or accrued for reimbursement by the Company pursuant to the Investment Management Agreement during such period, shall not exceed 0.50% of the Company's average net asset value during such period.

Limitation of Liability and Indemnification.

4.1

Limitation of Liability. To the fullest extent permitted by law, the Administrator, its members and their respective officers, managers, partners, agents, employees, controlling persons, members, and any other person or entity affiliated with any of them (collectively, the "Indemnified Parties"), shall not be liable to the Company for any action taken or omitted to be taken by the Administrator in connection with the performance of any of its duties or obligations under this Agreement or otherwise as administrator for the Company, except as otherwise provided herein, and the Company shall, to the fullest extent permitted by law, indemnify, defend and protect the Administrator (and its officers, managers, partners, agents, employees, controlling persons, members, and any other person or entity affiliated with the Administrator, including the Indemnified Parties (each of whom shall be deemed a third party beneficiary hereof) and hold them harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys' fees and amounts reasonably paid in settlement) incurred by the Indemnified Parties in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Company or its security holders) arising out of or otherwise based upon the performance of any of the Administrator's duties or obligations under this Agreement or otherwise as administrator for the Company. Notwithstanding the preceding sentence of this Section 4.1 to the contrary and in accordance with Section 17(i) of the Investment Company Act, nothing contained herein shall protect or be deemed to protect the Indemnified Parties against or entitle or be deemed to entitle the Indemnified Parties to indemnification in respect of, any liability to the Company or its security holders to which the Indemnified Parties would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of the Administrator's duties or by reason of the reckless disregard of the Administrator's duties and obligations under this Agreement (to the extent applicable, as the same shall be determined in accordance with the Investment Company Act).

4.2

Force Majeure. The Administrator shall not be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its control, including work stoppage, power or other mechanical failure, computer virus, natural disaster or governmental action.

Confidentiality. The parties hereto agree that each shall treat confidentially all information provided by each party to the other regarding its business and operations. All confidential information provided by a party hereto, including nonpublic personal information pursuant to Regulation S-P of the SEC, shall be used by any other party hereto solely for the purpose of rendering services pursuant to this Agreement and, except as may be required in carrying out this Agreement, shall not be disclosed to any third party, without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or thereafter becomes publicly available other than through a breach of this Agreement, or that is requested or required to be disclosed by any governmental or regulatory authority, including in connection with any required regulatory filings or examinations, by legal counsel of either of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation. Notwithstanding the foregoing, the Company hereby consents and authorizes the Administrator and its affiliates to use and disclosure confidential information relating to the Company in connection with (a) the preparation of performance information relating to the Company and (b) in connection with any contemplated sale of the outstanding equity or assets of the Investment Manager, Administrator, or any person who may be deemed to "control" either of the Investment Manager or the Administrator, in each case within the meaning of the Investment Company Act.

- 4 -

Records. The Administrator agrees to maintain and keep all books, accounts and other records of the Company that relate to activities performed by the Administrator hereunder in accordance with the Investment Company Act. In compliance with the requirements of Rule 31a-3 under the Investment Company Act, the Administrator agrees that all records which it maintains for the Company shall at all times remain the property of the Company, shall be readily accessible during normal business hours, and shall be promptly surrendered upon the termination of the Agreement or otherwise on written request. The Administrator further agrees that all records that it maintains for the Company pursuant to Rule 31a-1 under the Investment Company Act will be preserved for the periods prescribed by Rule 31a-2 under the Investment Company Act unless any such records are earlier surrendered as provided above. Records may be surrendered in machine-readable form. The Administrator shall have the right to retain copies of such records subject to observance of its confidentiality obligations under this Agreement.

Services Not Exclusive. The services of the Administrator are not to be deemed exclusive, and the Administrator shall be free to render similar services to others without accounting to the Company.

Duration and Termination.

8.1

8.2

Termination for Convenience. This Agreement may, on sixty days written notice to the other party, be terminated in its entirety at any time without the payment of any penalty, by vote of the Board of Directors of the Company or by the Administrator. Sections 4, 5, 6, 8, 9.4 and 9.5 shall survive the termination of this Agreement

General.

9.1

9.2

- 5 -

9.3

Independent Contractors. The Administrator is an independent contractor. No trust, joint venture or relationship (other than contractual) is formed hereby. Except as expressly provided or authorized herein, the Administrator shall have no authority to act for or represent the Company in any way or otherwise be deemed an agent of the Company.

9.4

Choice of Law. Other than the provisions of the Maryland General Corporation Law that are applicable to corporate formalities, 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.

9.5

Enforcement.

(a)

(b)

(c)

(d)

(e)

- 6 -

(f)

(g)

Nothing herein shall constitute a waiver or limitation of any rights which the Company may have, if any, under any applicable law.

9.6

(a)	If to the Administrator:	Great Elm Capital Management, Inc.
		200 Clarendon Street, 51st Floor
		Boston, MA 02116
		Attention: General Counsel;

(b)	If to the Company:	Great Elm Capital Corp.
		200 Clarendon Street, 51st Floor
		Boston, MA 02116
		Attention: Chief Executive Officer

9.7

9.8

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 9.8 will be null and void.

9.9

9.10

- 7 -

9.11

9.12

9.13

- 8 -

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

GREAT ELM CAPITAL CORP.

By:
Name:
Title:

Great Elm Capital Management, Inc.

By:
Name:
Title:

Annex 5

Joinder Agreement

This Joinder Agreement (this “Joinder), dated as of [ · ], 2016 (the “Effective Date”), by and among Great Elm Capital Corp., a Maryland corporation (“Newco”), [Insert name of new Fund] (the “Joiner”) and [Insert name of existing Funds] (the “Existing Funds”). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Subscription Agreement, dated as of June 23, 2016 by and among Newco, Great Elm Capital Group, Inc. and the Existing Funds (as amended, restated, supplemented or otherwise modified from time to time, the “Agreement”), receipt of a copy of which is hereby acknowledged by the Joiner. Full Circle is, in all respects, entitled to the benefit hereof and to enforce (by specific performance or otherwise) this Agreement and to receive damages incurred by Full Circle or its stockholders as a result of any breach hereof.

Joiner hereby agrees to contribute the assets listed under the Joiner’s name on Exhibit 1 to this Joinder to Newco as part of the MAST Signing Date Portfolio on the terms and subject to the conditions in the Agreement.

Annex 1 to the Agreement is hereby amended and restated in the form of Exhibit 1. For the avoidance of doubt, only Approved Securities may be included in any revised Annex 1.

The Joiner represents and warrants that: (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and to consummate the transactions contemplated hereby and to become a Fund under the Agreement; (ii) it meets all requirements of a Fund under the Agreement; (iii) from and after the Effective Date, it shall be bound as a Fund by the provisions of the Agreement and, to the extent set forth in Exhibit 1, shall have the obligations of a Fund thereunder; and (iv) it makes the representations and warranties of the Funds under the Agreement mutatis mutandis as of the Effective Date.

The provisions of Article 8 of the Agreement shall apply to mutatis mutandis to this Joinder.

The parties have executed this Joinder as of the Effective Date.

GREAT ELM CAPITAL CORP.

By:
Name:
Title:

[NEW FUND]

By:
Name:
Title:

Consented to as of the Effective Date:

Annex 5 - 1

FULL CIRCLE CAPITAL CORPORATION

By:
Name:
Title:

Annex 5 - 2

Exhibit 10.1

FULL CIRCLE CAPITAL CORPORATION

June 23, 2016

Full Circle Advisors, LLC

Full Circle Service Company, LLC

102 Greenwich Avenue, 2nd Floor

Greenwich, Connecticut 06830

Gentlemen:

This letter agreement will confirm our agreement as to the matters set forth below.

Full Circle Capital Corporation (the " Company ") is a party to (i) an Investment Advisory Agreement, dated July 13, 2010 (the " IMA "), with Full Circle Advisors, LLC (" FCA ") and (ii) an Administration Agreement, dated July 14, 2010 (the " Administration Agreement "), with Full Circle Service Company, LLC (" FCSC ").

The Company proposes to enter into an Agreement and Plan of Merger, dated the same date as this letter agreement (the " Merger Agreement "), with Great Elm Capital Corp.

The Company hereby provides FCA and FCSC notice (and FCA and FCSC hereby waive any advance notice requirements in the IMA and the Administration Agreement, respectively), and the Company, FCA and FCSC agree that:

(a)

the IMA and all obligations thereunder will terminate and be of no further force or effect as of the Effective Time (as such term is defined in the Merger Agreement), except that the provisions of Section 2 and Section 3 of the IMA (to the extent that any such provision pertains to amounts due to FCA for services performed prior to the Effective Time) and the provisions of Section 8 of the IMA shall remain in full force and effect, notwithstanding the termination of the IMA; and

(b)

the Administration Agreement and all obligations thereunder shall be terminable at any time by the Surviving Corporation (as defined in the Merger Agreement) on not less than 30 days' notice to FCSC, without payment of any penalty or termination fee, except that the provisions of Section 4 of the Administration Agreement (to the extent that any such provision pertains to amounts due to FCSC for services performed on or prior to the date that the Administration Agreement is terminated by the Surviving Corporation in accordance with the provisions hereof) and the provisions of Section 5 of the Administration Agreement shall remain in full force and effect, notwithstanding the termination of the Administration Agreement by the Surviving Corporation.

In the event that the Merger Agreement is terminated or the consummation of the transactions contemplated thereunder are not consummated for any reason, then this letter agreement (including, without limitation, the notices contained in Section 3) shall be null, void and of no force or effect.

This letter agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of laws thereof.

This letter agreement may be executed in multiple counterparts, each of which shall be deemed an original, and all of which shall constitute but one and the same instrument. This letter agreement may be executed by facsimile transmission and such facsimile signatures shall be afforded the same force and effect as original signatures for all purposes.

[Signature page follows.]

Please confirm that the foregoing accurately sets forth our agreement by signing in the places indicated below.

Very truly yours,

FULL CIRCLE CAPITAL CORPORATION

By: /s/ Michael J. Sell ______________________

Michael J. Sell

Chief Financial Officer, Treasurer, and Secretary

Full Circle Capital Corporation

Agreement Confirmed:

FULL CIRCLE ADVISORS, LLC

By: /s/ John E. Stuart

Managing Member

FULL CIRCLE SERVICE COMPANY, LLC

By: /s/ John E. Stuart

Managing Member

Signature Page to Termination Letter