Delivery other than by mail, hand or overnight courier to the address listed below will not constitute valid delivery.
If delivery by mail, hand or overnight courier
American Stock Transfer & Trust Company, LLC
Operations Center
Attn: Reorganization Department
6201 15th Avenue
Brooklyn, New York 11219

FORM 1-EXERCISE OF SUBSCRIPTION RIGHTS

To subscribe for shares pursuant to your primary subscription right, please complete lines (a) and (c) and sign under Form 3 below. To subscribe for shares pursuant to your over-subscription privilege, please also complete line (b) and sign under Form 3 below. To the extent you subscribe for more shares than you are entitled under either the primary subscription right or the over-subscription privilege, you will be deemed to have elected to purchase the maximum number of shares for which you are entitled to subscribe under the primary subscription right or over-subscription privilege, as applicable.

(a) EXERCISE OF SUBSCRIPTION RIGHT:

I apply for _______________ shares x $[●] =
$______________

(no. of new shares) (estimated (amount enclosed)

subscription price)

(b) EXERCISE OF OVER-SUBSCRIPTION PRIVILEGE

If you have exercised your primary subscription right in full and wish to subscribe for additional shares of Common Stock for which you are otherwise entitled to subscribe pursuant to your over-subscription privilege:

I apply for _______________ shares x $[●] =
$______________

(no. of new shares) (estimated (amount enclosed)

subscription price)

METHOD OF PAYMENT (CHECK ONE)

☐

Check or bank draft payable to “American Stock Transfer & Trust Company, LLC as Subscription Agent.”

☐

Wire transfer of immediately available funds directly to the account maintained by American Stock Transfer & Trust Company, LLC, as subscription agent, for purposes of accepting subscriptions in this offering at JPMorgan Chase Bank, 55 Water Street, New York, New York 10005, ABA #021000021, Account # 530-354616, Beneficiary: American Stock Transfer, with reference to “American Stock Transfer as Subscription Agent for Great Elm Capital Corp.” and the Rights holder’s name.

FORM 2-DELIVERY TO DIFFERENT ADDRESS

Except as described in the Prospectus, shares of Common Stock will be issued in book entry form. If you wish for the Common Stock underlying your Rights to be delivered to an address different from that shown on the face of this Subscription Rights Certificate, please enter the alternate address below, sign under Form 3 and have your signature guaranteed under Form 4.

FORM 3-SIGNATURE

TO SUBSCRIBE: I acknowledge that I have received the Prospectus for this offering and I hereby irrevocably subscribe for the number of shares indicated above on the terms and conditions specified in the Prospectus. I agree to cooperate with Great Elm Capital Corp. and provide to Great Elm Capital Corp. any and all information requested by Great Elm Capital Corp. in connection with the exercise of the Rights granted in the previous sentence.

Signature(s):

IMPORTANT: The signature(s) must correspond with the name(s) as printed on the reverse of this Subscription Rights Certificate in every particular, without alteration or enlargement, or any other change whatsoever.

FORM 4-SIGNATURE GUARANTEE

This form must be completed if you have completed any portion of Form 2.

	Signature Guaranteed:
		(Name of Bank or Firm)

	By:
		(Signature of Officer)

IMPORTANT: The signature(s) should be guaranteed by an eligible guarantor institution (bank, stock broker, savings & loan association or credit union) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15.

FOR INSTRUCTIONS ON THE USE OF GREAT ELM CAPITAL CORP. SUBSCRIPTION RIGHTS CERTIFICATES, CONSULT AST FUND SOLUTIONS, LLC, THE INFORMATION AGENT, TOLL- FREE AT (877) 732-3614