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.


 


		1.	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").



 


		2.	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.



 


		3.	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.



 






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		4.	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.



 


		5.	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.



 


		6.	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.]







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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






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