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”).
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”).
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”).
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”).
