Matthew A. Drapkin - 03 Jan 2022 Form 4 Insider Report for Great Elm Group, Inc. (GEG)

Footnote F1

The Reporting Person was awarded 31,553 shares of restricted stock, which vest in equal monthly installments on the end of each month beginning on January 31, 2022 through December 31, 2022, contingent upon continued service as a member of the board of directors of Great Elm Group, Inc. ("GEG"). The Reporting Person has elected to defer delivery of the shares, pursuant to a pre-established deferral election. The shares will be delivered in a single lump sum upon the earlier of (a) three years from the grant date of the shares and (b) termination of the Reporting Person's service as a member board of directors of GEG.

Footnote F2

The Reporting Person was awarded 41,262 shares of restricted stock, which vest in equal quarterly installments on the end of each quarter beginning on March 31, 2022 through December 31, 2022, contingent upon continued service as a member of the board of directors of GEG. The Reporting Person has elected to defer delivery of the shares, pursuant to a pre-established deferral election. The shares will be delivered in a single lump sum upon the earlier of (a) three years from the grant date of the shares and (b) termination of the Reporting Person's service as a member board of directors of GEG.

Footnote F3

Includes 59,657 Restricted Stock Units ("RSUs") previously reported and that were deferred pursuant to a pre-established deferral election. The shares will be delivered in a single lump sum upon the earlier of (a) three years from the grant date of the RSUs and (b) termination of the Reporting Person's service as a member board of directors of GEG.

Footnote F4

Represents shares of common stock purchased by Northern Right Capital Management, L.P., a Texas limited partnership ("Northern Right Management"), on behalf of a separate managed account on behalf of an investment advisory client (the "Managed Account") pursuant to the exercise of a warrant issued by Forest Investments, Inc., a Delaware corporation formerly known as Great Elm Capital Group, Inc., to Northern Right Management on September 18, 2017.

Footnote F5

Represents shares of common stock held directly by NRC Partners I, L.P. ("NRC Partners").

Footnote F6

Represents shares of common stock held directly by Northern Right Capital (QP), L.P., a Texas limited partnership ("Northern Right QP").

Footnote F7

As general partner and investment manager of NRC Partners and Northern Right QP, Northern Right Management may be deemed to be the beneficial owner of the shares of common stock held by NRC Partners and Northern Right QP. As the investment manager of the Managed Account, Northern Right Management may also be deemed to be the beneficial owner of the shares of common stock held by the Managed Account. As general partner of Northern Right Management, BC Advisors, LLC, a Texas limited liability company ("BCA") may be deemed to be the beneficial owner of the shares of common stock beneficially owned (or deemed beneficially owned) by Northern Right Management. As the managing member of BCA, the Reporting Person may be deemed to be the beneficial owner of the shares of common stock beneficially owned (or deemed beneficially owned) by BCA.

Footnote F8

(continued from footnote 7) The Reporting Person disclaims such beneficial ownership of the 2,533,397 shares of common stock indirectly owned through his position with BCA, except to the extent of his pecuniary interest therein.