DIVIDEND REINVESTMENT PLAN
MAIN STREET CAPITAL CORPORATION
Main Street Capital Corporation, a Maryland corporation (the Corporation), hereby adopts the
following plan (the Plan) with respect to net investment income dividends declared by its Board
of Directors on shares of its Common Stock:
1. Unless a stockholder specifically elects to receive cash as set forth below, all net
investment income dividends hereafter declared by the Board of Directors shall be payable in shares
of the Common Stock of the Corporation, and no action shall be required on such stockholders part
to receive a dividend in stock.
2. Such net investment income dividends shall be payable on such date or dates as may be fixed
from time to time by the Board of Directors to stockholders of record at the close of business on
the record date(s) established by the Board of Directors for the net investment income dividend
3. The Corporation shall use only newly-issued shares of its Common Stock to implement the
Plan, whether its shares are trading at a premium or at a discount to net asset value. The number
of shares to be issued to a stockholder shall be determined by dividing the total dollar amount of
the dividend payable to such stockholder by the market price per share of the Corporations Common
Stock at the close of regular trading on the NASDAQ Global Market on the valuation date fixed by
the Board of Directors for such dividend. Market price per share on that date shall be the closing
price for such shares on the NASDAQ Global Market or, if no sale is reported for such day, at the
average of their electronically-reported bid and asked prices.
4. A stockholder may, however, elect to receive his or its net investment income dividends in
cash. To exercise this option, such stockholder shall notify the American Stock Transfer & Trust
Company, the plan administrator and the Corporations transfer agent and registrar (the Plan
Administrator), in writing so that such notice is received by the Plan Administrator no later than
10 days prior to the record date fixed by the Board of Directors for the net investment income
dividend involved. Such election shall remain in effect until the stockholder shall notify the
Plan Administrator in writing of such stockholders withdrawal of the election, which notice shall
be delivered to the Plan Administrator no later than 10 days prior to the record date fixed by the
Board of Directors for the next net investment income dividend by the Corporation.
5. The Plan Administrator will set up an account for shares acquired pursuant to the Plan for
each stockholder who has not so elected to receive dividends in cash (each a Participant). The
Plan Administrator may hold each Participants shares, together with the shares of other
Participants, in non-certificated form in the Plan Administrators name or that of its nominee.
Upon request by a Participant, received in writing no later than 10 days prior to the record date,
the Plan Administrator will, instead of crediting shares to and/or carrying shares in a
Participants account, issue, without charge to the Participant, a certificate registered in the
Participants name for the number of whole shares payable to the Participant and a check for any
6. The Plan Administrator will confirm to each Participant each acquisition made pursuant to
the Plan as soon as practicable but not later than 10 business days after the date thereof.
Although each Participant may from time to time have an undivided fractional interest (computed to
three decimal places) in a share of Common Stock of the Corporation, no certificates for a
fractional share will be issued. However, dividends on fractional shares will be credited to each
Participants account. In the event of termination of a Participants account under the Plan, the
Plan Administrator will adjust for any such undivided fractional interest in cash at the market
value of the Corporations shares at the time of termination.
7. The Plan Administrator will forward to each Participant any Corporation related proxy
solicitation materials and each Corporation report or other communication to stockholders, and will
vote any shares held by it under the Plan in accordance with the instructions set forth on proxies
returned by Participants to the Corporation.
8. In the event that the Corporation makes available to its stockholders rights to purchase
additional shares or other securities, the shares held by the Plan Administrator for each
Participant under the Plan will be added to any other shares held by the Participant in
certificated form in calculating the number of rights to be issued to the Participant.
9. The Plan Administrators service fee, if any, and expenses for administering the Plan will
be paid for by the Corporation.
10. Each Participant may terminate his or its account under the Plan by so notifying the Plan
Administrator in writing or by telephone. Such termination will be effective immediately if the
Participants notice is received by the Plan Administrator not less than 10 days prior to any
dividend record date; otherwise, such termination will be effective only with respect to any
subsequent dividend. The Plan may be terminated by the Corporation upon notice in writing mailed
to each Participant at least 30 days prior to any record date for the payment of any dividend by
the Corporation. Upon any termination, the Plan Administrator will cause a certificate or
certificates to be issued for the full shares held for the Participant under the Plan and a cash
adjustment for any fractional share to be delivered to the Participant without charge to the
Participant. If a Participant elects by his or its written or telephonic notice to the Plan
Administrator in advance of termination to have the Plan Administrator sell part or all of his
or its shares and remit the proceeds to the Participant, the Plan Administrator is authorized to
deduct a $[ ] transaction fee plus a $[ ] per share brokerage commissions from the
11. These terms and conditions may be amended or supplemented by the Corporation at any time
but, except when necessary or appropriate to comply with applicable law or the rules or policies of
the Securities and Exchange Commission or any other regulatory authority, only by mailing to each
Participant appropriate written notice at least 30 days prior to the effective date thereof. The
amendment or supplement shall be deemed to be accepted by each Participant unless, prior to the
effective date thereof, the Plan Administrator receives written notice of the termination of his or
its account under the Plan. Any such amendment may include an appointment by the Plan
Administrator in its place and stead of a successor agent under these terms and conditions, with
full power and authority to perform all or any of the acts to be performed by the Plan
Administrator under these terms and conditions. Upon any such appointment of any agent for the
purpose of receiving dividends, the Corporation will be authorized to pay to such successor agent,
for each Participants account, all dividends payable on shares of the Corporation held in the
Participants name or under the Plan for retention or application by such successor agent as
provided in these terms and conditions.
12. The Plan Administrator will at all times act in good faith and use its best efforts within
reasonable limits to ensure its full and timely performance of all services to be performed by it
under this Plan and to comply with applicable law, but assumes no responsibility and shall not be
liable for loss or damage due to errors unless such error is caused by the Plan Administrators
negligence, bad faith, or willful misconduct or that of its employees or agents.
13. These terms and conditions shall be governed by the laws of the State of New York.