X0407 4 2023-05-11 0 0001831096 Great Elm Group, Inc. GEG 0001479613 Reese Jason W. C/O IMPERIAL CAPITAL ASSET MANAGEMENT 3801 PGA BOULEVARD, SUITE 603 PALM BEACH GARDENS FL 33410 1 1 1 0 Chief Executive Officer 0001805378 Imperial Capital Asset Management, LLC 3801 PGA BOULEVARD, SUITE 603 PALM BEACH GARDENS FL 33410 0 0 1 0 0001308057 LONG BALL PARTNERS LLC C/O IMPERIAL CAPITAL ASSET MANAGEMENT 3801 PGA BOULEVARD, SUITE 603 PALM BEACH GARDENS FL 33410 0 0 1 0 0001961798 Imperial Capital Group Holdings II, LLC 3801 PGA BOULEVARD, SUITE 603 PALM BEACH GARDENS FL 33410 0 0 1 0 0 Stock Option (Right to Buy) 2.05 2023-05-11 4 A 0 2000000 0.00 A 2033-05-11 Common Stock 2000000 2000000 D On May 11, 2023, the reporting person was granted an option (the "Option") to purchase up to 2,000,000 shares of common stock of the Issuer (the "Common Stock") as compensation for the reporting person's role as Chief Executive Officer of the Issuer. The Option will vest and become exercisable in five equal installments on the first, second, third, fourth and fifth anniversaries of May 5, 2023, subject to continued employment and subject to certain Stock Price Vesting Triggers (each, a "Stock Price Vesting Trigger") as set forth below. For each of the five annual vesting tranches, the Stock Price Vesting Trigger will be deemed achieved as of the first date following May 11, 2023 that the 30 calendar-day trailing average of the trading price of the Common Stock (as measured by the volume-weighted average price) equals or exceeds: (Continued from footnote 1) (i) $4.07 for the first tranche, (ii) $6.00 for the second tranche, (iii) $8.00 for the third tranche, (iv) $10.00 for the fourth tranche and (v) $12.00 for the fifth tranche. By: /s/ Jason Reese 2023-05-15 Long Ball Partners, LLC, By: Imperial Capital Asset Management, LLC, its Managing Member, By: /s/ Jason Reese, Chairman & CEO 2023-05-15 Imperial Capital Asset Management, LLC, By: /s/ Jason Reese, Chairman & CEO 2023-05-15 Imperial Capital Group Holdings II, LLC By: /s/ Jason Reese, its Authorized Signatory 2023-05-15