Northern Right Capital Management, L.P. → Great Elm Group, Inc. GEGGL

Item 4 is amended and supplemented to add the following information for updating as of the date hereof: As of the date of this Statement, each of Northern Right QP, NRC LO and Mr. Drapkin is the holder of an aggregate principal amount of $2,881,132.32, $612,413.00 and $317,600.45, respectively, of the PIK Notes. The PIK Notes are convertible into Common Stock. On January 13, 2025, Northern Right QP, NRC LO and Mr. Drapkin entered into a letter agreement (the "Forbearance Agreement") with the Issuer, supplementing that certain letter agreement, dated as of December 6, 2024, by and among Northern Right QP, Mr. Drapkin and the Issuer, pursuant to which Northern Right QP, NRC LO and Mr. Drapkin irrevocably agreed to forbear from exercising their respective rights to convert the PIK Notes (and any additional PIK Notes issued pursuant to the PIK Notes) into Common Stock until January 13, 2026 (the "Forbearance End Date"). The Forbearance End Date may be extended by each of Northern Right QP, NRC LO or Mr. Drapkin as to their respective PIK Notes with the prior written consent of the Issuer. As of the date of this Statement, if the Forbearance Agreement were not in place, the PIK Notes would be convertible by Northern Right QP, NRC LO and Mr. Drapkin into 829,771 shares, 176,376 shares and 91,470 shares, respectively, of Common Stock. As a result of the Forbearance Agreement, the Common Stock issuable upon conversion by Northern Right QP, NRC LO or Mr. Drapkin of the PIK Notes will not be deemed to be beneficially owned by Northern Right QP, NRC LO or Mr. Drapkin, will not be deemed to be beneficially owned by BCA to the extent that BCA may be deemed to beneficially own shares of Common Stock currently held by Northern Right QP, and will not be deemed to be beneficially owned by NRC Fund GP to the extent that NRC Fund GP may be deemed to beneficially own shares of Common Stock currently held by NRC LO. Other than any extension of the Forbearance End Date by Northern Right QP, NRC LO or Mr. Drapkin as to their respective PIK Notes, the Forbearance Agreement may only be amended or terminated by a written amendment, fully executed and delivered by Northern Right QP, NRC LO and Mr. Drapkin with no less than 61 days' prior written notice to the Issuer. The foregoing description of the Forbearance Agreement is qualified in its entirety by reference to the full text of the Forbearance Agreement, which is attached as Exhibit 99.11 hereto and incorporated herein by reference.