SC 13D

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Forest Investments, Inc.

(Name of Issuer)

Common Stock, par value $0.001

(Title of Class of Securities)

None

(CUSIP Number)

Michael T. Lees

JPMorgan Chase &Co.

383 Madison Avenue

New York, NY 10179

(212) 270-6000

(Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications)

December 29, 2020

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box  ☐

(Continued on following pages)

1.	NAMES OF REPORTING PERSONS: JPMorgan Chase & Co.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions): a.  ☐        b.  ☐
3.	SEC USE ONLY:
4.	SOURCE OF FUNDS (See Instructions): OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ☒
6.	CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware

NUMBER OF SHARES   BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7.	SOLE VOTING POWER: 0 shares
	8.	SHARED VOTING POWER: 201 shares
	9.	SOLE DISPOSITIVE POWER: 0 shares
	10.	SHARED DISPOSITIVE POWER: 201 shares

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 201 shares
12.	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ☐
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 20%2
14.	TYPE OF REPORTING PERSON (See Instructions): HC, CO

¹  Consists of 20 shares of common stock, par value $0.001 per share (“Shares”), of Forest Investments, Inc. (“Forest”) held of record by J.P. Morgan Broker-Dealer Holdings Inc. (“JPMBDH”). JPMBDH is wholly owned by JPMorgan Chase Holdings LLC (“Holdings LLC”), which is wholly owned by JPMorgan Chase & Co.

²  Based on the quotient obtained by dividing (a) the aggregate number of Shares beneficially owned by the Reporting Persons as set forth in Row 11, by (b) 100 Shares issued and outstanding.

1.	NAMES OF REPORTING PERSONS: JPMorgan Chase Holdings LLC
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions): a.  ☐        b.  ☐
3.	SEC USE ONLY:
4.	SOURCE OF FUNDS (See Instructions): OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ☒
6.	CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware

NUMBER OF SHARES   BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7.	SOLE VOTING POWER: 0 shares
	8.	SHARED VOTING POWER: 203 shares
	9.	SOLE DISPOSITIVE POWER: 0 shares
	10.	SHARED DISPOSITIVE POWER: 203 shares

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 203 shares
12.	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ☐
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 20%4
14.	TYPE OF REPORTING PERSON (See Instructions): HC, OO

³  Consists of 20 Shares held of record by JPMBDH. JPMBDH is wholly owned by Holdings LLC.

⁴  Based on the quotient obtained by dividing (a) the aggregate number of Shares beneficially owned by the Reporting Persons as set forth in Row 11, by (b) 100 Shares issued and outstanding.

1.	NAMES OF REPORTING PERSONS: J.P. Morgan Broker-Dealer Holdings Inc.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions): a.  ☐        b.  ☐
3.	SEC USE ONLY:
4.	SOURCE OF FUNDS (See Instructions): OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ☒
6.	CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware

NUMBER OF SHARES   BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7.	SOLE VOTING POWER: 0 shares
	8.	SHARED VOTING POWER: 205 shares
	9.	SOLE DISPOSITIVE POWER: 0 shares
	10.	SHARED DISPOSITIVE POWER: 205 shares

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 205 shares
12.	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ☐
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 20%6
14.	TYPE OF REPORTING PERSON (See Instructions): CO

⁵  Consists of 20 Shares held of record by JPMBDH.

⁶  Based on the quotient obtained by dividing (a) the aggregate number of Shares beneficially owned by the Reporting Persons as set forth in Row 11, by (b) 100 Shares issued and outstanding.

ITEM 1. SECURITY AND ISSUER

This statement on Schedule 13D (the “Schedule 13D”) relates to the common stock, par value $0.001 per share (the “Common Stock), of Forest Investments, Inc., a Delaware corporation formerly known as Great Elm Capital Group, Inc. (the “Issuer”). The principal executive office of the Issuer is located at 800 South Street, Suite 230, Waltham, Massachusetts 02453.

ITEM 2. IDENTITY AND BACKGROUND

(a) This Schedule 13D is being jointly filed by:

• JPMorgan Chase & Co., a Delaware corporation (“JPMorgan Chase”), which is the sole member of JPMorgan Chase Holdings LLC (“Holdings LLC”);

• Holdings LLC, which owns 100% of the common stock of J.P. Morgan Broker-Dealer Holdings Inc., a Delaware corporation (“JPMBDH”); and

• JPMBDH.

The Reporting Persons entered into a Joint Filing Agreement dated January 7, 2021, a copy of which is attached hereto as Exhibit 1.

(b) The address of the principal office of JPMorgan Chase is 383 Madison Avenue, New York, New York 10017.

The address of the principal office of Holdings LLC is 383 Madison Avenue, New York, New York 10017.

The address of the principal office of JPMBDH is 4 Chase Metrotech Center, 14th Floor, Brooklyn, Kings, NY, 11245.

(c) JPMorgan Chase is a financial holding company. Holdings LLC is an intermediate financial holding company which holds the stock of substantially all of JPMorgan Chase’s subsidiaries other than JPMorgan Chase Bank, N.A. and its subsidiaries, and also owns other assets. JPMBDH engages in activities permitted for a subsidiary of a financial holding company, including investing in debt and equity securities. JPMorgan Chase is not controlled by any person or persons.

Set forth on Schedule I to this Schedule 13D, and incorporated herein by reference, is the name, residence or business address, present principal occupation or employment (and the name, principal business and address of any corporation or other organization in which such employment is conducted) and citizenship of each director, manager and executive officer of the Reporting Persons.

(d)-(e) During the last five years, none of the Reporting Persons, nor, to the knowledge of any of the Reporting Persons, any of the persons listed on Schedule I hereto, (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) except as set forth on Schedule II hereto, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to federal or state securities laws or finding any violation with respect to such laws.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

Effective December 29, 2020, the Issuer underwent a reorganization pursuant to which the Issuer became a wholly owned subsidiary of Great Elm Group, Inc. (“GEG”), a new public holding company (the “Reorganization”). Immediately following the Reorganization, JPMBDH purchased 20 shares of Common Stock of Forest from GEG for an aggregate purchase price of $2,700,000 pursuant to a Stock Purchase Agreement dated December 21, 2020 by and between GEG and JPMBDH. Such shares of Common Stock were purchased with funds of JPMBDH held for investment purposes.

ITEM 4. PURPOSE OF TRANSACTION

JPMBDH acquired the shares of Common Stock for investment purposes. At this time, none of the Reporting Persons has any current plans or proposals which relate to, or would result in, any of the matters referred to in paragraphs (a) through (j), inclusive, of the instructions to Item 4 of Schedule 13D, except that: (i) pursuant to a Stockholders Agreement by and among the Issuer and the stockholders named therein, JPMBDH has the right to designate a director to the Board of Directors of the Issuer; and (ii) JPMBDH also owns certain shares of the Issuer’s Series A Preferred Stock, which shares are not convertible into Common Stock and do not ordinarily confer voting rights upon the holders thereof, but may give rise to the right to designate another director to the Board of Directors of the Issuer if dividends are not paid when due or the Issuer fails to comply with a mandatory redemption obligation. Such director(s) may be expected to consider the matters referred to in paragraphs (a) through (j) of the instructions to Item 4 of Schedule 13D in the course of his service on the Board of Directors of the Issuer.

The Reporting Persons reserve the right to change their plans and intentions with respect to the Issuer and may, from time to time, formulate other purposes, plans or proposals regarding the Issuer or any other actions that could involve one or more of the types of transactions or have one or more of the results described in paragraphs (a) through (j) of the instructions to Item 4 of Schedule 13D. Any action taken by the Reporting Persons may be effected at any time or from time to time, subject to any applicable limitations imposed thereon by any applicable laws and the terms of the agreements referenced herein.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

(a)-(b) JPMorgan Chase is the beneficial owner of 20 shares of Common Stock, equal to 20% of the Common Stock, as calculated consistent with the cover page for JPMorgan Chase. JPMorgan Chase does not have sole voting or dispositive power over any such shares. JPMorgan Chase shares the voting and dispositive power over such shares with JPMBDH and Holdings LLC.

Holdings LLC is the beneficial owner of 20 shares of Common Stock, equal to 20% of the Common Stock, as calculated consistent with the cover page for Holdings LLC. Holdings LLC does not have sole voting or dispositive power over any such shares. Holdings LLC shares the voting and dispositive power over such shares with JPMBDH and JPMorgan Chase.

JPMBDH is the beneficial owner of 20 shares of Common Stock, equal to 20% of the Common Stock, as calculated consistent with the cover page for JPMBDH. JPMBDH does not have sole voting or dispositive power over any such shares. JPMBDH shares the voting and dispositive power over such shares with JPMorgan Chase and Holdings LLC.

(c) JPMBDH purchased 20 shares of Common Stock of Forest from GEG on December 29, 2020 for an aggregate purchase price of $2,700,000.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

The information set forth in Items 3 and 4 is incorporated herein by reference. Copies of the Stock Purchase Agreement and the Stockholders Agreement referenced in such items are attached as exhibits to this Schedule 13D, and are incorporated herein by reference.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS

Exhibit Number	Description
1	Joint Filing Agreement dated January 7, 2021 by and between J.P. Morgan Broker-Dealer Holdings Inc., JPMorgan Chase Holdings LLC and JPMorgan Chase & Co.
2	Stock Purchase Agreement dated December 21, 2020 by and between Great Elm Group, Inc. and between J.P. Morgan Broker-Dealer Holdings Inc.
3	Stockholders Agreement dated December 29, 2020 by and among Forest Investments, Inc. and the stockholders named therein (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed December 29, 2020)

After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: January 7, 2021

JPMORGAN CHASE & CO.
By	/s/ Michael T. Lees
Name:	Michael T. Lees
Title:	Attorney-in-Fact

JPMORGAN CHASE HOLDINGS LLC
By	/s/ Michael T. Lees
Name:	Michael T. Lees
Title:	Attorney-in-Fact

J.P. MORGAN BROKER-DEALER HOLDINGS INC.
By	/s/ Brian M. Ercolani
Name:	Brian M. Ercolani
Title:	Operations Manager

SCHEDULE I

Directors, Managers and Executive Officers of the Reporting Persons

Set forth below is the name and present principal occupation or employment of each director, manager and executive officer of JPMorgan Chase & Co., JPMorgan Chase Holdings LLC and J.P. Morgan Broker-Dealer Holdings Inc.

Directors and Executive Officers of JPMorgan Chase & Co.

The business address of each of the directors and executive officers of JPMorgan Chase & Co. is c/o JPMorgan Chase & Co., 383 Madison Avenue, New York, NY, 10179, except for as follows: the business address for Daniel E. Pinto is 25 Bank Street, Canary Wharf, London, E14 5JP, United Kingdom; the business address for Peter L. Scher is 601 Pennsylvania Avenue NW, Washington, DC, 20004; the business address for Patrick Dempsey is 4 Chase Metrotech Center, Brooklyn, NY, 11245. Each person listed below is a citizen of the United States, except Ashley Bacon, who is a citizen of the United Kingdom, and Daniel E. Pinto, who is a citizen of Argentina.

Name	Present Principal Occupation
Linda B. Bammann	Independent Director of JPMorgan Chase & Co. and Retired Deputy Head of Risk Management of JPMorgan Chase & Co.
Stephen B. Burke	Independent Director of JPMorgan Chase & Co. and Chairman of NBCUniversal, LLC
Todd A. Combs	Independent Director of JPMorgan Chase & Co. and Investment Officer of Berkshire Hathaway Inc.
James S. Crown	Independent Director of JPMorgan Chase & Co. and Chairman and Chief Executive Officer of Henry Crown and Company
Timothy P. Flynn	Independent Director of JPMorgan Chase & Co. and Retired Chairman and Chief Executive Officer of KPMG
Mellody Hobson	Independent Director of JPMorgan Chase & Co. and Co-CEO and President of Ariel Investments, LLC
Michael A. Neal	Independent Director of JPMorgan Chase & Co. and Retired Vice Chairman of General Electric Company and Retired Chairman and Chief Executive Officer of GE Capital
Phebe N. Novakovic	Independent Director of JPMorgan Chase & Co. and Chairman and Chief Executive Officer of General Dynamics Corporation
Virginia M. Rometty	Independent Director of JPMorgan Chase & Co. and Retired Chairman, President and Chief Executive Officer of IBM
James Dimon	Director, Chairman of the Board and Chief Executive Officer
Ashley Bacon	Chief Risk Officer
Lori A. Beer	Global Chief Information Officer
Mary E. Erdoes	Asset & Wealth Management CEO
Stacey Friedman	General Counsel
Marianne Lake	Consumer Lending CEO
Robin Leopold	Head of Human Resources
Douglas B. Petno	Commercial Banking CEO
Jennifer A. Piepszak	Chief Financial Officer
Daniel E. Pinto	Co-President, Chief Operating Officer and Corporate & Investment Bank CEO
Peter L. Scher	Chairman of the Mid-Atlantic region and Head of Corporate Responsibility
Gordon A. Smith	Co-President, Chief Operating Officer and Consumer & Community Banking CEO

Managers and Executive Officers of JPMorgan Chase Holdings LLC

The business address of each of the managers and executive officers of JPMorgan Chase Holdings LLC is c/o JPMorgan Chase Holdings LLC, 383 Madison Avenue, New York, NY, 10179. Each person listed below is a citizen of the United States.

Name	Present Principal Occupation
Linda B. Bammann	Independent Director of JPMorgan Chase & Co. and Retired Deputy Head of Risk Management of JPMorgan Chase & Co.
Stephen B. Burke	Independent Director of JPMorgan Chase & Co. and Chairman of NBCUniversal, LLC
Todd A. Combs	Independent Director of JPMorgan Chase & Co. and Investment Officer of Berkshire Hathaway Inc.
James S. Crown	Independent Director of JPMorgan Chase & Co. and Chairman and Chief Executive Officer of Henry Crown and Company
Timothy P. Flynn	Independent Director of JPMorgan Chase & Co. and Retired Chairman and Chief Executive Officer of KPMG
Mellody Hobson	Independent Director of JPMorgan Chase & Co. and Co-CEO and President of Ariel Investments, LLC
Michael A. Neal	Independent Director of JPMorgan Chase & Co. and Retired Vice Chairman of General Electric Company and Retired Chairman and Chief Executive Officer of GE Capital
Phebe N. Novakovic	Independent Director of JPMorgan Chase & Co. and Chairman and Chief Executive Officer of General Dynamics Corporation
Virginia M. Rometty	Independent Director of JPMorgan Chase & Co. and Retired Chairman, President and Chief Executive Officer of IBM
James Dimon	Chief Executive Officer and Director, Chairman of the Board and Chief Executive Officer of JPMorgan Chase & Co.
Jennifer A. Piepszak	Chief Financial Officer and Chief Financial Officer of JPMorgan Chase & Co.
Stacey Friedman	General Counsel

Directors and Executive Officers of J.P. Morgan Broker-Dealer Holdings Inc.

The business address of each of the directors and executive officers of J.P. Morgan Broker-Dealer Holdings Inc. is c/o J.P. Morgan Broker-Dealer Holdings Inc, 4 Chase Metrotech Center, 14th Floor, Brooklyn, Kings, NY, 11245. Each person listed below is a citizen of the United States.

Name	Present Principal Occupation
Jason E. Sippel	Director and President of J.P. Morgan Broker-Dealer Holdings Inc.
Patrick Dempsey	Director and Treasurer of J.P. Morgan Broker-Dealer Holdings Inc.
James M. Collins	Director and Chief Financial Officer of J.P. Morgan Broker-Dealer Holdings Inc.

SCHEDULE II

On May 20, 2015, JPMorgan Chase announced settlements with the U.S. Department of Justice (“DOJ”) and the Federal Reserve relating to the JPMorgan Chase’s foreign exchange (FX) trading business. Under the DOJ resolution, JPMorgan Chase entered a plea of guilty to a single antitrust violation and agreed to pay a fine of $550 million. Judgment consistent with the terms of the plea agreement was entered on January 10, 2017. Under the resolution with the Federal Reserve, JPMorgan Chase has agreed to a fine of $342 million and has agreed to the entry of a Consent Order. The settlements also call for certain remedial actions.

On February 29, 2016, JPMorgan Chase and the Indiana Secretary of State, Securities Division (the “Division”) entered into a Consent Agreement to resolve the Division’s investigation into JPMorgan Chase’s residential mortgage backed securities business for the period from 2005 to 2008. The Division alleged that JPMorgan Chase’s conduct was outside the standards of honesty and ethics generally accepted in the securities trade and industry. On March 1, 2016, the Division entered an Order to Adopt the Consent Agreement.

On November 17, 2016, JPMorgan Chase entered into a settlement with the SEC under which JPMorgan Chase, without admitting or denying the allegations, consented to the entry of an order (the “Order”) that finds that JPMorgan Chase violated Sections 13(B)(2)(A), 13(B)(2)(B) and 30A of the Exchange Act. The Order finds that JPMorgan Chase violated the Anti-Bribery provisions of the federal securities laws by corruptly providing valuable internships and employment to relatives and friends of foreign government officials (“Referral Hires”) in order to assist JPMorgan Chase in retaining and obtaining business. In addition, the Order finds that JPMorgan Chase violated the books and records provisions and the internal accounting controls provisions of the Foreign Corrupt Practices Act (“FCPA”) in conjunction with certain Referral Hires. The Order directs JPMorgan Chase to cease-and-desist from committing or causing any violations and any future violations of the above-enumerated statutory provisions. Additionally, the Order required JPMorgan Chase to pay a total of $105,507,668 in disgorgement and prejudgment interest of $25,083,737, which was paid on November 27, 2016. In addition, JPMorgan Chase was ordered to comply with certain undertakings, including reporting to the SEC staff periodically, at no less than nine-month intervals during a three-year term, the status of JPMorgan Chase’s remediation and implementation of compliance measures relating to FCPA and applicable anti-corruption laws, and certifying that JPMorgan Chase has made a good faith effort to comply with the undertakings.

JPMorgan Chase entered into another settlement on November 17, 2016 related to the same conduct referenced in the immediately preceding paragraph. JPMorgan Chase entered into a settlement with the Board of Governors of the Federal Reserve System (“FRB”) resulting in the FRB issuing an order (the “FRB Order”). The FRB Order directs JPMorgan Chase to cease-and-desist such conduct and to pay a civil money penalty of $61,932,500 which was paid on November 17, 2016. In addition, the FRB Order requires JPMorgan Chase to take the following steps: (a) submit an acceptable written plan, and timeline for implementation, to improve senior management’s oversight of JPMorgan Chase’s firm-wide compliance risk management program with regard to compliance with applicable U.S. laws and regulations and applicable internal policies and procedures in connection with the firm’s hiring of candidates who were referred, directly or indirectly, by foreign government officials and existing or prospective commercial clients (“Referral Hiring Practices”); (b) submit an acceptable written plan, and timeline for implementation, to enhance the effectiveness of JPMorgan Chase’s firm-wide compliance risk management program with regard to the oversight and implementation of anti-bribery processes and procedures in connection with the firm’s Referral Hiring Practices; and (c) submit an acceptable written plan, and timeline for implementation, to enhance the effectiveness of JPMorgan Chase’s compliance with internal policies and procedures as well as applicable U.S. laws and regulations in its Referral Hiring Practices.

In addition to the above matters, the Reporting Persons are defendants or putative defendants in numerous legal proceedings, including private civil litigations and regulatory/government investigations. The litigations range from individual actions involving a single plaintiff to class action lawsuits with potentially millions of class members. Investigations involve both formal and informal proceedings, by both governmental agencies and self-regulatory organizations. These legal proceedings are at varying stages of adjudication, arbitration or investigation, and involve each of the Filing Party’s lines of business and geographies and a wide variety of claims (including common law tort and contract claims and statutory antitrust, securities and consumer protection claims), some of which present novel legal theories. Based on current knowledge, the Reporting Persons believe they have asserted meritorious defenses to the claims asserted against them in their currently outstanding legal proceedings, intends to defend themselves vigorously in all such matters and do not believe that any pending legal proceeding would have a material effect on the Reporting Persons’ performance of the services contemplated. For further discussion, please refer to JPMorgan Chase’s publicly-filed disclosures, including its most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q filed with the SEC and other regulatory reports, which descriptions are hereby incorporated by reference.

EX-99.1

Exhibit 1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, the undersigned agree to the joint filing of a Statement of Schedule 13D (including any and all amendments thereto) with respect to the common stock of Forest Investments, Inc., and further agree to the filing of this Agreement as an Exhibit thereto. In addition, each party to this Agreement expressly authorizes each other party to this Agreement to file on its behalf any and all amendments to such Statement on Schedule 13D.

Dated: January 7, 2021

JPMORGAN CHASE & CO.
By	/s/ Michael T. Lees
Name:	Michael T. Lees
Title:	Attorney-in-Fact

JPMORGAN CHASE HOLDINGS LLC
By	/s/ Michael T. Lees
Name:	Michael T. Lees
Title:	Attorney-in-Fact

J.P. MORGAN BROKER-DEALER HOLDINGS INC.
By	/s/ Brian M. Ercolani
Name:	Brian M. Ercolani
Title:	Operations Manager

EX-99.2

Exhibit 2

Execution Version

STOCK PURCHASE AGREEMENT

This STOCK PURCHASE AGREEMENT (this “Agreement”) is entered into as of December 21, 2020, by and between Great Elm Group, Inc., a Delaware corporation (the “Corporation”), and J.P. Morgan Broker-Dealer Holdings Inc., a Delaware corporation (the “Purchaser”).

WHEREAS, in connection with a reorganization (the “Reorganization”) of its direct parent and sole stockholder, Great Elm Capital Group, Inc. (“Forest”), among other things, the Corporation will become the parent and sole stockholder of Forest;

WHEREAS, the Reorganization will become effective as of 12:01 a.m., Eastern Time, on the Closing Date (as defined below);

WHEREAS, following the Reorganization, the Corporation desires to sell to Purchaser, and Purchaser desires to purchase (the “Purchase”) from the Corporation, 20 shares of Forest’s common stock, $0.001 par value per share (the “Common Stock”), which such shares constitute 20% of the issued and outstanding shares of Common Stock (the “Shares”), for an aggregate purchase price in cash of $2,700,000 and on such other terms and conditions as set forth herein;

WHEREAS, concurrently with the execution of this Agreement, Purchaser and Forest have entered into a Subscription Agreement pursuant to which Purchaser has agreed to purchase shares of Series A Preferred Stock of Forest for cash (“Preferred Subscription Agreement”);

WHEREAS, prior to the Closing, but after the closing of the transactions contemplated by the Preferred Subscription Agreement (the “Preferred Investment Closing”), Forest will distribute to the Corporation, its sole common stockholder, all of its assets, other than (a) the preferred interests in Great Elm Healthcare, LLC, a Delaware limited liability company (“Healthcare LLC”), to be acquired by Forest prior to the Closing, (b) the equity interests in Great Elm FM Acquisition, Inc., (c) the Management Agreement (as defined in the Preferred Subscription Agreement), (d) $1,000,000 in cash, (e) all minute books, organizational documents and member ledgers and such other books and records of Forest that pertain to the ownership, organization or existence of Forest and (f) any rights or obligations of Forest under the Preferred Subscription Agreement or any other Transaction Document (as hereinafter defined), and the Corporation will assume certain liabilities of Forest;

WHEREAS, at the Closing, Forest, the Corporation and Purchaser will enter into the Stockholders Agreement in the form attached as Exhibit A hereto (“Stockholders Agreement”) that sets forth the respective rights and obligations of Forest and each of the stockholders of Forest following the Purchase; and

WHEREAS, capitalized terms used herein and not otherwise defined shall have the respective meanings given such terms in the Stockholders Agreement.

NOW, THEREFORE, in consideration of the promises and the mutual benefits to be derived from this Agreement and the representations, warranties, covenants and agreements contained herein, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

ARTICLE I

PURCHASE AND SALE

Section 1.01 Purchase and Sale of the Shares. On the terms and subject to the conditions set forth herein, the Corporation agrees to sell to Purchaser, and Purchaser agrees to purchase from the Corporation, on the Closing Date, the Shares, free and clear of all liens, security interests, pledges, encumbrances, claims, options and rights of others (each, an “Encumbrance”).

Section 1.02 Closing. The closing of the Purchase (the “Closing”) shall take place remotely via the exchange of documents and signatures at 7:10 a.m., Eastern Time, on the same day and as promptly as possible following the Preferred Investment Closing (such date, the “Closing Date”).

Section 1.03 Total Purchase Price. On the Closing Date, subject to the terms and conditions of this Agreement, Purchaser agrees to purchase the Shares for an aggregate purchase price in cash of $2,700,000 (the “Purchase Price”), which Purchase Price will be made by wire transfer of immediately available funds to the account designated to Purchaser in writing by the Corporation.

Section 1.04 Closing Deliveries. At or prior to the Closing, the parties hereto shall make the following deliveries:

(a) in addition to delivering the Purchase Price, Purchaser shall have delivered or caused to be delivered to the Corporation (i) a copy of the Stockholders Agreement duly and validly executed by Purchaser, and (ii) any other agreements, instruments, certificates or other documents contemplated hereby or thereby, duly and validly executed by Purchaser; and

(b) the Corporation shall have delivered or caused to be delivered to Purchaser (i) a copy of the Stockholders Agreement duly and validly executed by Corporation and Forest, (ii) any other agreements, instruments, certificates or other documents contemplated hereby or thereby, duly and validly executed by the Corporation, and (iii) the Shares in book entry form (the documents listed in clauses (a) and (b) of this Section 1.04, collectively the “Transaction Documents”).

Section 1.05 Further Assurances. Each party hereto shall do and perform (or shall cause to be done and performed) all such further acts and shall execute and deliver all such other agreements, certificates, instruments and documents as either party hereto reasonably may request in order to carry out the intent and accomplish the purposes of this Agreement, the consummation of the Closing and each of the transactions contemplated hereunder.

ARTICLE II

REPRESENTATIONS AND WARRANTIES

Section 2.01 Representations and Warranties of Purchaser. Purchaser hereby represents and warrants to the Corporation on the date hereof and as of the Closing:

(a) Purchaser has full corporate power and authority to enter into this Agreement and the other Transaction Documents to which Purchaser is a party, to carry out its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Purchaser of this Agreement and any other Transaction Document to which Purchaser is a party, the performance by Purchaser of its obligations hereunder and thereunder, and the consummation by Purchaser of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Purchaser. The performance by Purchaser of its obligations under this Agreement and any other Transaction Documents to which Purchaser is a party do not and will not result in a material conflict with or material violation of any applicable law or any provision of any material agreement or instrument to which Purchaser is a party or by which Purchaser is bound.

(b) This Agreement and the Transaction Documents are the legal, valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium, or other similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles.

(c) Notwithstanding anything contained in this Agreement to the contrary, Purchaser (on behalf of itself and its Affiliates and its and their respective representatives) acknowledges that, except for the representations and warranties expressly made by the Corporation in Section 2.02: (i) none of Purchaser or any of its Affiliates or any of its or their respective representatives has executed or authorized the execution of this Agreement or any Transaction Document or entered into the transactions contemplated

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hereby or thereby in reliance upon, and hereby specifically disclaim reliance upon, any promise, statement, projection, forecast, representation or warranty whatsoever made or omitted to be made to any of them, including any such promise, statement, projection, forecast, representation or warranty as to the condition, value, quality or prospects of the Corporation or Forest or any of their respective subsidiaries, any assets or liabilities of the Corporation or Forest or any of their respective subsidiaries or the business of the Corporation or Forest or any of their respective subsidiaries; and (ii) none of the Corporation or any other Person on behalf of the Corporation has made any representation or warranty, express or implied, at law or in equity, as to the accuracy or completeness of any projection, forecast, statement or information made, communicated or furnished (orally or in writing) to Purchaser or any of its Affiliates or any of its or their respective representatives in connection with this Agreement, the Transaction Documents and the transactions contemplated hereby and thereby (including any of the foregoing made in response to any due diligence request list or made during any due diligence telephonic or in-person meetings), and none of the Corporation or any of its representatives will have or be subject to any liability to Purchaser or any of its Affiliates or any of its or their respective representatives resulting from the distribution to Purchaser or any of its Affiliates or any of its or their respective representatives of, or any such Person’s use of or reliance on, any such projection, forecast, statement or information or any errors therein or omissions therefrom, in each case, other than in the event of the Fraud of the Corporation. For purposes of this Agreement, “Fraud” means intentional and willful misrepresentation of material facts with respect to express representations and warranties contained herein, which constitute common law fraud under applicable laws.

(d) Except for the representations and warranties expressly made by the Corporation in Section 2.02, Purchaser acknowledges that none of the Corporation or any other Person on behalf of the Corporation makes any other representation or warranty, express or implied, at law or in equity, with respect to the Corporation or Forest or any of their respective subsidiaries, any such Person’s business or operations, the Shares, the transactions contemplated by this Agreement, the Preferred Subscription Agreement or the Transaction Documents or any other matter whatsoever, and Purchaser (on behalf of itself and its Affiliates and its and their respective representatives) hereby expressly disclaims any other representations or warranties, whether implied or made by the Corporation or any other Person on behalf of the Corporation.

Section 2.02 Representations and Warranties of the Corporation. The Corporation hereby represents and warrants to the Corporation on the date hereof and as of the Closing:

(a) The Corporation has full corporate power and authority to enter into this Agreement and the other Transaction Documents to which the Corporation is a party, to carry out its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby. The execution and delivery by the Corporation of this Agreement and any other Transaction Document to which the Corporation is a party, the performance by the Corporation of its obligations hereunder and thereunder, and the consummation by the Corporation of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of the Corporation. The performance by the Corporation of its obligations under this Agreement and any other Transaction Documents to which the Corporation is a party do not and will not result in a material conflict with or material violation of any applicable law or any provision of any material agreement or instrument to which Purchaser is a party or by which the Corporation is bound.

(b) This Agreement and the Transaction Documents are the legal, valid and binding obligation of the Corporation, enforceable against the Corporation in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium, or other similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles.

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(c) The Corporation (i) is the sole beneficial and record owner of the Shares holding good and valid title thereto and has full power, legal capacity and corporate authority to transfer and sell the Shares to Purchaser, (ii) possesses all right, title and interest in and to the Shares, free and clear of all Encumbrances, and (iii) there are no options, warrants, agreements, rights or other commitments of, or granted by, the Corporation, which entitles or, if exercised, could entitle, any Person to purchase or otherwise acquire any or all of the Shares being sold hereunder.

(d) All of the Shares were issued in material compliance with applicable laws. No Shares were issued in violation of any agreement or commitment to which the Corporation is a party or is subject to or in violation of any preemptive or similar right of any individual, corporation, partnership, joint venture, limited liability company, governmental authority, unincorporated organization, trust, association or other entity.

(e) The representations and warranties of Forest set forth in Section 3.08 (Financial Statements) of the Preferred Subscription Agreement are true and correct as of the date hereof and as of the Closing.

(f) Upon the transfer, assignment and delivery of the Shares and payment therefor in accordance with the terms of this Agreement, Purchaser shall own the Shares, free and clear of all Encumbrances, which such shares shall constitute 20% of the issued and outstanding shares of Common Stock. Immediately following the Closing, the Corporation shall hold 80 shares of Common Stock, which such shares shall constitute the remaining 80% of the issued and outstanding shares of Common Stock.

(g) Except for the representations and warranties expressly made by Purchaser and set forth in Section 2.01, the Corporation acknowledges that none of Purchaser or any other Person on behalf of Purchaser makes any other representation or warranty, express or implied, at law or in equity, to the Corporation with respect to Purchaser, the transactions contemplated by this Agreement, the Preferred Subscription Agreement or the Transaction Documents or any other matter whatsoever, and the Corporation (on behalf of itself and its Affiliates and its and their respective representatives) hereby expressly disclaims any other representations or warranties, whether implied or made by Purchaser or any other Person on behalf of Purchaser.

ARTICLE III

INDEMNIFICATION

Section 3.01 Purchaser understands the meaning and legal consequences of the representations, warranties and covenants contained herein. Purchaser hereby agrees to indemnify and hold harmless the Corporation and the Corporation’s directors, officers, stockholders, agents, Affiliates and legal counsel, from and against any and all loss, damage or liability (including reasonable attorneys’ fees) due to or arising out of a material breach of any representation, warranty or covenant of Purchaser contained in this Agreement; provided, that, subject to Section 3.03 and except in the case of Purchaser’s Fraud, the aggregate amount of indemnification available pursuant to this Section 3.01, if any, shall not exceed an amount equal to $10,000,000.

Section 3.02 The Corporation understands the meaning and legal consequences of the representations, warranties and covenants contained herein. The Corporation hereby agrees to indemnify and hold harmless Purchaser and Purchaser’s directors, officers, equity holders, agents, Affiliates and legal counsel, from and against any and all loss, damage or liability (including reasonable attorneys’ fees) due to or arising out of a material breach of any representation, warranty or covenant of the Corporation contained in this Agreement; provided, that, subject to Section 3.03 and except in the case of the Corporation’s Fraud, the aggregate amount of indemnification available pursuant to this Section 3.02, if any, shall not exceed an amount equal to $10,000,000.

Section 3.03 Notwithstanding anything to the contrary contained in this Agreement, none of Purchaser, the Corporation or any of their respective directors, officers, stockholders, agents, Affiliates or legal counsel shall be liable for special, punitive, exemplary, incidental, consequential or indirect damages or lost profits or diminution in value, whether based on contract, tort, strict liability, other applicable law or otherwise and whether or not arising from the other party’s sole, joint or concurrent negligence, strict liability or other fault for any matter.

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ARTICLE IV

MISCELLANEOUS

Section 4.01 Entire Agreement. This Agreement together with the other Transaction Documents and all counterparts hereto and thereto constitute the sole and entire agreement of the parties hereto with respect to the subject matter contained herein and therein, and supersedes all prior and contemporaneous understandings and agreements, both oral and written, with respect to such subject matter.

Section 4.02 Amendment. No amendments or supplements to this Agreement shall be valid and binding unless set forth in a written agreement executed and delivered by the Corporation and Purchaser.

Section 4.03 Waiver. No waiver by any party hereto of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed and delivered by the Corporation or Purchaser, as applicable. Except as provided in the preceding sentence, no action taken pursuant to this Agreement shall be deemed to constitute a waiver by the party taking such action of compliance with any representations, warranties or covenants set forth in this Agreement and in any documents delivered or to be delivered pursuant hereto. The waiver by any party of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any prior or subsequent breach.

Section 4.04 Assignability. Purchaser shall not assign, transfer or encumber this Agreement, or any right, remedy, obligation or liability hereunder, in whole or in part, voluntarily or by operation of law (including by virtue of a merger or similar transaction), without the prior written consent of the Corporation. Any attempted assignment, transfer or encumbrance without such consent shall be void and without effect; provided that, notwithstanding the foregoing, Purchaser may assign all or any portion of its rights and obligation under this Agreement to a Permitted Transferee (as defined in the Stockholders Agreement).

Section 4.05 Severability. If any term, provision, agreement, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, agreements, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party hereto. Upon such a determination, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a reasonably acceptable manner in order that the transactions contemplated hereby may be consummated as originally contemplated to the fullest extent possible.

Section 4.06 Notices. All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given (a) when delivered by hand (with written confirmation of receipt), (b) one day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt, (c) on the date sent by email if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 4.06.

If to Corporation: Forest Investments, Inc. c/o Great Elm Group, Inc. 800 South Street, Suite 230 Waltham, MA 02453 Attention: Adam Kleinman Email: akleinman@greatelmcap.com

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with a copy to (which shall not constitute notice):	Shearman & Sterling LLP 2828 N. Harwood Street, 18th Floor Dallas, TX 75201 Attention: Alain A. Dermarkar Email: alain.dermarkar@shearman.com
If to Purchaser:	J.P. Morgan Broker-Dealer Holdings Inc. c/o JPMorgan Chase JPM-Delaware Loan Operations 500 Stanton Christiana Road, Ops 2/ Floor 3 Newark DE 19713 Nicholas Rapak (mgr) 302-634-4961 Email: nicholas.t.rapak@jpmorgan.com Group Email Address: de_custom_business@jpmorgan.com Fax: 469-331-8148
with a copy to (which shall not constitute notice):	J.P. Morgan Chase, N.A. 4 New York Plaza, 21st Floor New York, NY 10004 Attention: Kevin Coco Email: kevin.coco@jpmorgan.com Thompson & Coburn LLP One US Bank Plaza St. Louis, Missouri 63101 Attention: Michele Kloeppel Email: mkloeppel@thompsoncoburn.com

Section 4.07 Counterparts. This Agreement may be executed in two or more counterparts with the same effect as if each of the parties hereto had signed the same document. All counterparts shall be construed together and shall constitute one and the same instrument. The exchange of copies of this Agreement and of signature pages by PDF or other electronic means shall constitute effective execution and delivery of this Agreement as to the parties hereto and may be used in lieu of the original Agreement for all purposes. Signatures of the parties hereto transmitted by PDF or other electronic means shall be deemed to be their original signatures for all purposes.

Section 4.08 Binding Effect. Subject to the provisions of Section 4.04, this Agreement shall be binding upon, inure to the benefit of and be enforceable by the parties hereto and their respective heirs, legal representatives, permitted successors and assigns.

Section 4.09 Descriptive Headings; Interpretation. The descriptive headings of this Agreement are inserted for convenience only and shall not be deemed a part of or to affect the meaning or interpretation of this Agreement.

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Section 4.10 No Strict Construction. Each party hereto confirms that both it and its counsel have reviewed, negotiated and adopted this Agreement as the joint agreement and understanding of the parties and, therefore, each party waives the application of any law, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document. The language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction shall be applied against any party hereto.

Section 4.11 Governing Law; Submission to Jurisdiction; Waivers. This Agreement and the rights of the parties hereunder shall be interpreted in accordance with the laws of the State of Delaware, without giving effect to any conflicts of law principles. Each of the parties hereto agrees that if any dispute is not resolved by the parties hereto, it shall be resolved only in the Courts of the State of Delaware sitting in New Castle County or the United States District Court for the District of Delaware and the appellate courts having jurisdiction of appeals in such courts (collectively, the “Proper Courts”). In that context, and without limiting the generality of the foregoing, each of the parties hereto irrevocably and unconditionally: (a) submits for itself and its property in any action relating to the document delivered pursuant to this Agreement or for recognition and enforcement of any judgment in respect thereof, to the exclusive jurisdiction of the Proper Courts and agrees that all claims in respect of any such action shall be heard and determined in such court in the State of Delaware, to the extent permitted by law, in such federal court; (b) consents that any such action may and shall be brought in such courts and waives any objection that it may now or thereafter have to the venue or jurisdiction of any such action in any such court or that such action was brought in an inconvenient court and agrees not to plead or claim the same; (c) agrees that service of process in any such action may be effected by mailing a copy of such process by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such party at its address that is on record at the principal office of each party; and (d) agrees that nothing in this Agreement or any document delivered pursuant to this Agreement shall affect the right to effect service of process in any other manner permitted by the laws of the State of Delaware.

Section 4.12 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY: (A) IRREVOCABLY WAIVES, TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY AT ANY TIME ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR ASSOCIATED HEREWITH; (B) IRREVOCABLY WAIVES, TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY SUCH LITIGATION BY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING ANY LOST PROFITS), OR DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES; (C) CERTIFIES THAT NO PARTY NOR ANY REPRESENTATIVE OR AGENT OR COUNSEL FOR ANY PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, OR IMPLIED THAT SUCH PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS; AND (D) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY, AMONG OTHER THINGS, BY THE MUTUAL WAIVERS AND CERTIFICATIONS CONTAINED IN THIS SECTION 4.12.

Section 4.13 Each party hereto acknowledges that the other parties hereto would be irreparably damaged in the event of a breach or threatened breach by such party of any of its obligations under this Agreement and hereby agrees that in the event of a breach or a threatened breach by such party of any such obligations, each of the other parties hereto shall, in addition to any and all other rights and remedies that may be available to them in respect of such breach, be entitled to an injunction from a court of competent jurisdiction (without any requirement to post bond) granting such parties specific performance by such party of its obligations under this Agreement.

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Section 4.14 Waiver of Conflict; Attorney-Client Privilege.

(a) Shearman & Sterling LLP and Jones Day have acted as counsel to the Corporation, Forest, Healthcare LLC and their respective Affiliates (the “GEG Parties”) in connection with the negotiation, preparation, execution and delivery of this Agreement, the Reorganization, the Preferred Subscription Agreement, the Stockholders Agreement, the Healthcare LLC Agreement (and the issuance of any equity of Healthcare LLC), and the consummation of the transactions contemplated hereby and thereby (collectively, the “Transactions”). Purchaser agrees, on behalf of itself and its Affiliates, that following consummation of the Transactions, such representation and any prior representation of a GEG Party by Shearman & Sterling LLP or Jones Day (or any successor) shall not preclude Shearman & Sterling LLP or Jones Day from serving as counsel to any GEG Party in connection with any litigation, claim or obligation arising out of or relating to this Agreement, the Reorganization, the Preferred Subscription Agreement, the Stockholders Agreement, the Healthcare LLC Agreement (and the issuance of any equity of Healthcare LLC) or the Transactions. Purchaser, on behalf of itself and its Affiliates, agrees not to seek or have Shearman & Sterling LLP or Jones Day disqualified from any representation of a GEG Party based upon the prior representation of a GEG Party by Shearman & Sterling LLP and Jones Day. Each party hereto, on behalf of itself and its Affiliates ,hereby consents to such future representation of a GEG Party by Shearman & Sterling LLP or Jones Day and waives any conflict of interest arising from such prior representation of a GEG Party, and each party hereto shall cause any of its Affiliates to consent to waive any conflict of interest arising from such future representation of a GEG Party. Each party hereto acknowledges that such consent and waiver is voluntary, that it has been carefully considered, and that the parties have consulted with counsel or have been advised they should do so in connection with the conflict waiver set forth in this Section 4.14(a).

(b) All communications with or between a GEG Party, on the one hand, and Shearman & Sterling LLP or Jones Day, on the other hand, relating to Shearman & Sterling LLP’s or Jones Day’s representation of a GEG Party on or before the Closing, including the negotiation, preparation, execution and delivery of this Agreement, the Reorganization, the Preferred Subscription Agreement, the Stockholders Agreement, the Healthcare LLC Agreement (and the issuance of any equity of Healthcare LLC) and the Transactions (collectively, the “Privileged Communications”), shall be deemed to be subject to attorney-client privilege and the expectation of client confidence relating to all such communications shall belong solely to the Corporation and shall not pass to or be claimed by Purchaser, Forest or Healthcare LLC following consummation of the Transactions. Accordingly, none of Purchaser, Forest or Healthcare LLC shall have access to any Privileged Communications or to the files of Shearman & Sterling LLP or Jones Day relating to such engagement from and after Closing. Without limiting the generality of the foregoing, from and after the Closing, (a) the Corporation (and not Purchaser, Forest or Healthcare LLC) shall be the sole holder of the attorney-client privilege with respect to such engagement, (b) to the extent files of Shearman & Sterling LLP or Jones Day in respect of such engagement constitute property of the client, only the Corporation (and not Purchaser, Forest or Healthcare LLC) shall hold such property rights and (c) Shearman & Sterling LLP and Jones Day shall have no duty whatsoever to reveal or disclose any such Privileged Communications or files to Purchaser, Forest or Healthcare LLC by reason of any attorney-client relationship between each of Shearman & Sterling LLP and Jones Day with Purchaser, Forest or Healthcare LLC or otherwise. Notwithstanding the foregoing, in the event that a dispute arises between Forest or Healthcare LLC, on the one hand, and a third party, including Purchaser, on the other hand, Forest and Healthcare LLC and their respective Affiliates may assert the attorney-client privilege to prevent disclosure of confidential communications to such third party; provided, however, that neither Forest nor Healthcare LLC may waive such privilege without the prior written consent of the Corporation, and neither Forest nor Healthcare LLC nor any of their respective Affiliates shall raise any possible disclosure to the Corporation as a waiver of such privilege.

*    *    *    *    *

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IN WITNESS WHEREOF, the parties hereto have duly executed this Stock Purchase Agreement as of the date first above written.

PURCHASER
J.P. MORGAN BROKER-DEALER HOLDINGS INC.
By:	/s/ Brian M. Ercolani

Name:	Brian M. Ercolani
Title:	Operations Manager

[Signature Page to Stock Purchase Agreement]

IN WITNESS WHEREOF, the parties hereto have duly executed this Stock Purchase Agreement as of the date first above written.

CORPORATION
GREAT ELM GROUP, INC.
By:	/s/ Peter Reed

Name:	Peter Reed
Title:	Chief Executive Officer

[Signature Page to Stock Purchase Agreement]