FORM OF DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENTDirector and Officer Indemnification Agreement • December 29th, 2020 • Great Elm Group, Inc. • Delaware
This Director and Officer Indemnification Agreement, dated as of December ___, 2020 (this “Agreement”), is made by and between Great Elm Group, Inc., a Delaware corporation (the “Company”), and ____________ (“Indemnitee”).
GREAT ELM GROUP, INC. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, Trustee FORM OF INDENTURE Dated as of [ ]Great Elm Group, Inc. • May 5th, 2022 • Services-prepackaged software • New York
INDENTURE, dated as of [ ], by and between Great Elm Group, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as trustee (the “Trustee”).
UNDERWRITING AGREEMENTUnderwriting Agreement • June 9th, 2022 • Great Elm Group, Inc. • Services-prepackaged software • New York
FIRST SUPPLEMENTAL INDENTURE between GREAT ELM GROUP, INC. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, Trustee Dated as of June 9, 2022Supplemental Indenture • June 9th, 2022 • Great Elm Group, Inc. • Services-prepackaged software • New York
THIS FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”), dated as of June 9, 2022 is between Great Elm Group, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, as trustee (the “Trustee”). Unless otherwise specified in this First Supplemental Indenture, all capitalized terms used herein shall have the meaning set forth in the Base Indenture (as defined below).
MEMBERSHIP INTEREST PURCHASE AGREEMENT BY AND AMONG GREAT ELM HEALTHCARE, LLC, THE SELLERS NAMED HEREIN, GREAT ELM DME HOLDINGS, INC., AS SELLERS’ REPRESENTATIVE, QHM HOLDINGS INC., AND, SOLELY FOR PURPOSES OF SECTIONS 2.7 AND 9.17, QUIPT HOME MEDICAL...Membership Interest Purchase Agreement • January 3rd, 2023 • Great Elm Group, Inc. • Services-prepackaged software • New York
THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”) dated as of January 3, 2023, by and among (i) Great Elm Healthcare, LLC, a Delaware limited liability company (the “Company”), (ii) Great Elm DME Holdings, Inc., a Delaware corporation (“DME Holdings”), Great Elm DME, Inc., a Delaware corporation (“DME”), Corbel Capital Partners SBIC, L.P., a Delaware limited partnership (“Corbel”), and Valley Healthcare Group, LLC, an Arizona limited liability company (“VHG” and, together with DME Holdings, DME and Corbel, each a “Seller” and, collectively, the “Sellers”), (iii) DME Holdings, in its capacity as the Sellers’ Representative (the “Sellers’ Representative”), (iv) QHM Holdings Inc., a Delaware corporation (the “Purchaser”) and, solely for purposes of Sections 2.7 and 9.17, (v) QUIPT Home Medical Corp., a company amalgamated under the laws of the Province of British Columbia (“Parent”). Throughout the remainder of this Agreement, the Purchaser, the Company and the Sellers shall
STOCKHOLDERS’ RIGHTS AGREEMENTStockholders’ Rights Agreement • December 29th, 2020 • Great Elm Group, Inc. • Delaware
STOCKHOLDERS’ RIGHTS AGREEMENT, dated as of December 29, 2020 (this “Agreement”), by and between Great Elm Group, Inc., a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company (the “Rights Agent”). Unless the context otherwise requires, capitalized terms used without definition have the respective meanings given to them in Section 1.
ContractGreat Elm Group, Inc. • December 29th, 2020 • New York
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE HOLDER OF THIS SECURITY (1) REPRESENTS THAT (A) IT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a) UNDER REGULATION D OF THE SECURITIES ACT (AN “AI”), (B) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) (A “QIB”) OR (C) IT IS NOT A U.S. PERSON, IS NOT ACQUIRING THIS SECURITY FOR THE ACCOUNT OR BENEFIT OF A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT, (2) AGREES THAT IT WILL NOT, WITHIN THE TIME PERIOD REFERRED TO UNDER RULE 144(d)(1) UNDER THE SECURITIES ACT AS IN EFFECT ON
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • December 29th, 2020 • Great Elm Group, Inc. • Delaware
This AGREEMENT AND PLAN OF MERGER (the “Agreement”), entered into as of December 21, 2020, by and among Great Elm Capital Group, Inc., a Delaware corporation (the “Company”), Great Elm Group, Inc., a Delaware corporation (“Holdco”) and a direct, wholly owned subsidiary of the Company, and Forest Merger Sub, Inc., a Delaware corporation (“Merger Sub”) and a direct, wholly owned subsidiary of Holdco.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 29th, 2020 • Great Elm Group, Inc. • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 26, 2020, by and among Great Elm Capital Group, Inc., a Delaware corporation (the “Company” which term shall include any continuing or surviving entity, holding company or reincorporation entity, as the case may be, following an Exempt Transaction (as defined in the Securities (defined below)), and the undersigned buyers (each individually, a “Buyer” and together, the “Buyers”).
STOCK PURCHASE AGREEMENT by and among GREAT ELM FM ACQUISITION, INC., GREAT ELM GROUP, INC., and J.P. MORGAN BROKER-DEALER HOLDINGS INC. Dated as of December 30, 2022Stock Purchase Agreement • January 3rd, 2023 • Great Elm Group, Inc. • Services-prepackaged software • Delaware
This Stock Purchase Agreement (this “Agreement”) is entered into as of December 30, 2022, by and among Great Elm FM Acquisition, Inc., a Delaware corporation (“GE FM”), Great Elm Group, Inc., a Delaware corporation (“GEG” and together with GE FM, “Sellers” and each of them individually, a “Seller”), and J.P. Morgan Broker-Dealer Holdings Inc., a Delaware corporation (“Buyer”). Capitalized terms used in this Agreement have the meanings given to such terms herein.
COMPENSATION PLAN AGREEMENTCompensation Plan Agreement • December 29th, 2020 • Great Elm Group, Inc. • Delaware
THIS COMPENSATION PLAN AGREEMENT (this “Agreement”) dated as of December 29, 2020 is between Great Elm Capital Group, Inc., a Delaware corporation (“GEC”) (which will be the surviving entity following the merger at the Effective Time (as defined herein), in which Forest Merger Sub, Inc., a Delaware corporation (“MergerSub”) will be merged with and into GEC) and Great Elm Group, Inc., a Delaware corporation (“GEG”). All capitalized terms used in this Agreement and not defined herein have the respective meanings ascribed to them in the Agreement and Plan of Merger, dated as of December 21, 2020 (the “Merger Agreement”), by and among GEC, GEG and MergerSub.
December 29, 2020 Dear Mr. Reed:Great Elm Group, Inc. • December 29th, 2020
This offer letter (this “Offer Letter”) sets forth the terms of your employment as of the date hereof (the “Effective Date”) as Chief Executive Officer of Great Elm Group, Inc. (the “Company”) and Chief Investment Officer of Great Elm Capital Management, Inc. (“GECM”). Effective as of November 3, 2016, you were employed by Great Elm Capital Group, Inc. (“GEC”). The terms of your employment with GEC were set forth in the Employment Agreement between you and GEC, dated November 3, 2016, as amended and restated as of September 18, 2017 (“GEC Employment Agreement”).
CONFIDENTIAL SEPARATION AND GENERAL RELEASE AGREEMENTConfidential Separation and General Release Agreement • May 5th, 2023 • Great Elm Group, Inc. • Services-prepackaged software • Massachusetts
This Confidential Separation and General Release Agreement (this “Agreement”) is made and entered into by and among Peter A. Reed (“Executive”) and Great Elm Group, Inc. (“GEG”), Great Elm Capital Corp., Inc. (“GECC”), and Great Elm Capital Management, Inc. (“GECM”), and their parent, successor, predecessor, affiliate and related entities (collectively, the “Company”). References to the “Parties” means the Executive and the Company.
JOINT FILING AGREEMENTJoint Filing Agreement • December 31st, 2020 • Great Elm Group, Inc.
We, the undersigned, hereby express our agreement that Amendment No. 2 to Schedule 13D dated on or about the date hereof (the “Amendment No. 2”), amending and supplementing the statement on Schedule 13D originally filed on October 1, 2019, is filed on behalf of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This agreement may be terminated with respect to the obligations to jointly file future amendments to such statement on Schedule 13D as to any of the undersigned upon such person giving written notice thereof to each of the other persons signatory hereto, at the principal office thereof.
CONFIDENTIAL SEPARATION AND GENERAL RELEASE AGREEMENTConfidential Separation and General Release Agreement • May 15th, 2023 • Great Elm Group, Inc. • Services-prepackaged software • Massachusetts
This Confidential Separation and General Release Agreement (this “Agreement”) is made and entered into as of May 15, 2023 by and among Brent Pearson (“Executive”) and Great Elm Group, Inc. (“GEG”), on behalf of itself and its subsidiaries, and their parent, successor, predecessor, affiliate and related entities (collectively, the “Company”). References to the “Parties” means the Executive and the Company.
May 15th, 2023 Keri Davis VIA EMAIL KDavis@greatelmcap.com Dear Keri,Great Elm Group, Inc. • May 15th, 2023 • Services-prepackaged software
This offer letter (the “Offer Letter”) sets forth the terms of your employment as of May 15th, 2023 (the “Effective Date”) as Chief Financial Officer of Great Elm Group, Inc. (“GEG”) and Great Elm Capital Corp., Inc. (“GECC”) and together with each other subsidiary of GEG, collectively or individually, as the context may require (the “Company”). By accepting this offer, this agreement supersedes and replaces that certain employment letter between you and Great Elm Capital Management, Inc. executed on 5/9/2019 and any other previous agreements with the Company.
TRANSACTION AGREEMENTTransaction Agreement • May 14th, 2021 • Great Elm Group, Inc. • Services-prepackaged software • New York
This Transaction Agreement (this “Agreement”), is made as of March 10, 2021 (the “Effective Date”), by and between Great Elm Group, Inc. a Delaware corporation (“GEG”), MAST Capital Management, LLC, a Delaware limited liability company (“MAST”), and David Steinberg, an individual (“Steinberg”). GEG, MAST and Steinberg are referred to herein as the “Parties.” GECC GP Corp., a Delaware corporation (“GP Corp”), and Forest Investments, Inc. (f/k/a Great Elm Capital Group, Inc.), a Delaware corporation (“Forest”), are not Parties to this Agreement but have executed acknowledgements with respect to the waiver of certain rights by MAST and Steinberg hereunder.
ContractGreat Elm Group, Inc. • May 5th, 2022 • Services-prepackaged software • New York
Reference is made to that certain Asset Purchase Agreement, dated as of the date hereof and entered into by Company and the Lender (each as defined below) contemporaneously with the issuance of this Note (as amended from time to time, the “Purchase Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the respective meaning ascribed to them in the Purchase Agreement.
December 29, 2020 Dear Mr. Pearson:Great Elm Group, Inc. • December 29th, 2020
This offer letter (the “Offer Letter”) sets forth the terms of your employment as of the date hereof (the “Effective Date”) as Chief Financial Officer of Great Elm Group, Inc. (the “Company”) and Great Elm Capital Management, Inc. (“GECM”). Effective as of October 3, 2018, you were employed by Great Elm Capital Group, Inc. (“GEC”). The terms of your employment with GEC were set forth in the Employment Agreement between you and GEC, dated October 3, 2018, as amended and restated as of May 9, 2019 (“GEC Employment Agreement”).
CONTRACT OF PURCHASE AND SALEContract of Purchase and Sale • June 24th, 2021 • Great Elm Group, Inc. • Services-prepackaged software • Delaware
THIS CONTRACT OF PURCHASE AND SALE (this “Contract”) is made and entered into as of June 23, 2021 (the “Closing Date”) by and among Great Elm FM Acquisition, Inc., a Delaware corporation (“Seller”), Monomoy Properties Fort Myers FL, LLC, a Delaware limited liability company (“Purchaser”). Purchaser and Seller are sometimes hereinafter referred to collectively as the “Parties” or individually as a “Party”.
AMENDED AND RESTATED STOCKHOLDERS AGREEMENT among Forest Investments, Inc. and the Stockholders named herein dated as of December 30, 2022Stockholders Agreement • January 3rd, 2023 • Great Elm Group, Inc. • Services-prepackaged software • Delaware
This Amended and Restated Stockholders Agreement (this “Agreement”), dated as of December 30, 2022 (the “Effective Date”), is entered into among (a) Forest Investments, Inc. a Delaware corporation (the “Company”), (b) each holder of Common Stock listed on Schedule A (together with any subsequent holders of Common Stock or transferees who become parties hereto pursuant to Section 3.01 or Section 10.02 below, the “Common Stockholders”), and (c) each holder of Preferred Stock listed on Schedule A (together with any subsequent holders of Preferred Stock or transferees who become parties hereto pursuant to Section 3.01 or Section 10.02 below, the “Preferred Stockholders,” and together with the Common Stockholders, the “Stockholders”).
GREAT ELM GROUP, INC. $[●] [●]% Notes Due 2027 UNDERWRITING AGREEMENTUnderwriting Agreement • May 5th, 2022 • Great Elm Group, Inc. • Services-prepackaged software • New York
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • May 5th, 2022 • Great Elm Group, Inc. • Services-prepackaged software • Delaware
This ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of May 4, 2022, is entered into by and between Great Elm Capital Management, Inc., a Delaware corporation (“Buyer”), and Imperial Capital Asset Management, LLC, a Delaware limited liability company (“Seller”). Buyer and Seller are each referred to herein as a “Party” and, collectively, as the “Parties.”
Consulting AgreementConsulting Agreement • May 5th, 2023 • Great Elm Group, Inc. • Services-prepackaged software • Massachusetts
This consulting agreement (this “Agreement”) is effective as of May 5, 2023 by and between Peter Reed (“Consultant”) and Great Elm Capital Management, LLC. (“Great Elm”).
