AMENDMENT NO. 1 TO STOCKHOLDERS’ RIGHTS AGREEMENTStockholders’ Rights Agreement • December 29th, 2020 • Great Elm Capital Group, Inc. • Services-prepackaged software
Pursuant to the Agreement and Plan of Merger (the “Plan of Merger”), dated as of December 21, 2020, by and among 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, the Company desires to reorganize into a holding company structure pursuant to Section 251(g) of the Delaware General Corporation Law, under which Holdco would become a holding company, by the merger of Merger Sub with and into the Company (the “Reorganization”). In connection with the Reorganization, the Company desires to transfer the rights under the Original Agreement to the stockholders of Holdco by means of (i) this Amendment and (ii) the adoption of a substantially similar rights agreement by Holdco. The Company and the Rights Agent desire to amend the Original Agreement as provided in this Amendment, and upon the execution of this
STOCKHOLDERS AGREEMENTStockholders Agreement • December 29th, 2020 • Great Elm Capital Group, Inc. • Services-prepackaged software • Delaware
This Stockholders Agreement (this “Agreement”), dated as of December 29, 2020 (the “Effective Date”), is entered into among (a) Forest Investments, Inc. a Delaware corporation (the “Company”), (b) each holder of Common Stock listed on Schedule A (together with any subsequent holders of Common Stock or transferees who become parties hereto pursuant to Section 3.01 or Section 9.02 below, the “Common Stockholders”), and (c) each holder of Preferred Stock listed on Schedule A (together with any subsequent holders of Preferred Stock or transferees who become parties hereto pursuant to Section 3.01 or Section 9.02 below, the “Preferred Stockholders,” and together with the Common Stockholders, the “Stockholders”).
