Exhibit 4.1
Execution Version
PROMISSORY NOTE
New York, New York December 29, 2022
FOR VALUE RECEIVED, each of the undersigned unconditionally, jointly and severally, promises to pay to FOREST INVESTMENTS, INC., a Delaware corporation (“Seller”), at Seller’s principal place of business as confirmed by Seller (or at such other office or affiliate as Seller may from time to time specify in writing) the principal amount of THIRTY EIGHT MILLION ONE HUNDRED FOUR THOUSAND DOLLARS ($38,104,000.00) (the “Loan”) on March 1, 2023 (or such later date as may be agreed to by Seller in its sole discretion, the “Maturity Date”), and to pay interest on the unpaid balance of the principal amount of such Loan from and including the date of such Loan to such Maturity Date at a fixed rate per annum of nine percent (9%) (the “Interest Rate”). Any amount not paid when due shall bear interest at a rate per annum equal to eleven percent (11%) until paid in full. Interest shall be due and payable on the Maturity Date. Interest shall be calculated on the then-outstanding principal amount of this Loan on the basis of a year of 360 days and for the actual days elapsed prior to any such payment. All payments hereunder shall be made in lawful money of the United States and in immediately available funds. Any extension of time for the payment of the principal of this Note resulting from the due date falling on a non‑Banking Day shall be included in the computation of interest. The date, Maturity Date and the interest rates with respect to, the Loan and any payments of principal shall be recorded by Seller on its books, which such books shall be admissible in evidence in any action or proceeding with regard to this Note and shall constitute prima facie proof of the amount due hereunder. This Loan may be prepaid at any time at the option of the undersigned in its sole discretion, without any penalty.
“Banking Day” means any day on which commercial banks are not authorized or required to close in New York City.
“Change of Control” means: (a) the acquisition of ownership, directly or indirectly, beneficially or of record, by any person, entity or group (within the meaning of the Securities Exchange Act of 1934 and the rules of the SEC thereunder as in effect on the date hereof), of equity interests representing at least a majority of the aggregate ordinary voting power represented by the issued and outstanding equity interests of the undersigned; (b) occupation of a majority of the seats (other than vacant seats) on the board of directors of the undersigned by persons who were not (i) directors of the undersigned on the date of this Note, (ii) nominated or appointed by the board of directors of the undersigned or (iii) approved as director candidates prior to their election by the board of directors of the undersigned; (c) the acquisition of direct or indirect control of the undersigned by any Person or group; or (d) Great Elm FM Acquisition, Inc. (“FM Acquisition”) ceases to be, directly or indirectly, a wholly owned subsidiary of Great Elm Group, Inc. (“GEG”).
“Note” means this Promissory Note.
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Exhibit 4.1
Execution Version
GREAT ELM FM ACQUISITION, INC.
By_/s/ Adam Kleinman________________________
Name: Adam Kleinman
Title: Secretary
Address:
Great Elm Group, Inc.
800 South Street, Suite 230
Waltham, MA 02453
Attention: Adam Kleinman
Email: akleinman@greatelmcap.com
Signature Page to Promissory Note
GREAT ELM GROUP, INC.
By_/s/ Adam Kleinman________________________
Name: Adam Kleinman
Title: President
Address:
Great Elm Group, Inc.
800 South Street, Suite 230
Waltham, MA 02453
Attention: Adam Kleinman
Email: akleinman@greatelmcap.com
Signature Page to Promissory Note