GREAT ELM CAPITAL GROUP, INC.
LIMITED POWER OF ATTORNEY FOR REPORTING UNDER SECTION 16(a) OF THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED
Know all by these presents, that the undersigned hereby constitutes and appoints
the officers of Great Elm Capital Group, Inc. and Great Elm Capital Management,
Inc., signing singly, the undersigned's true and lawful attorney-in-fact to:
(a) execute for and on behalf of the undersigned, in the undersigned's capacity
as director of Great Elm Capital Group, Inc., with respect to Great Elm
Capital Group, Inc., any of its affiliates or any of their portfolio
company investments filings required under Section 16(a) of the Securities
Exchange Act of 1934, as amended, and the rules thereunder (the "Exchange
Act");
(b) do and perform any and all acts for and on behalf of the undersigned which
may be necessary or desirable to complete and execute any such Exchange Act
filings, complete and execute any amendment or amendments thereto, and
timely file any such form with the United States Securities and Exchange
Commission and any stock exchange or similar authority, including
completing and executing a Uniform Application for Access Codes to File on
Edgar on Form ID; and
(c) take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit
to, in the best interest of, or legally required by, the undersigned, it
being understood that the documents executed by such attorney-in-fact on
behalf of the undersigned pursuant to this Power of Attorney shall be in
such form and shall contain such terms and conditions as such attorney-in-
fact may approve in such attorney-in-fact's discretion.
The undersigned hereby grants to each attorney-in-fact full power and authority
to do and perform any and every act and thing whatsoever requisite, necessary,
or proper to be done in the exercise of any of the rights and powers herein
granted, as fully to all intents and purposes as the undersigned might or could
do if personally present, with full power of substitution or revocation, hereby
ratifying and confirming all that such attorney-in-fact, or such attorney-in-
fact's substitute or substitutes, shall lawfully do or cause to be done by
virtue of this power of attorney and the rights and powers herein granted. The
undersigned acknowledges that the foregoing attorneys-in-fact, in serving in
such capacity at the request of the undersigned, are not assuming, any of the
undersigned's responsibilities to comply with Section 16 of the Exchange Act.
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to make filings under the Exchange Act with
respect to Great Elm Capital Group, Inc. or any of its portfolio companies, the
undersigned is no longer a director of Great Elm Capital Group, Inc., or unless
earlier revoked by the undersigned in a signed writing delivered to an officer
of Great Elm Capital Group, Inc.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 17th day of October 2017.
/s/ Thomas S. Harbin
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Thomas S. Harbin
