Exhibit 10.24
ExecutionVersion
ThisFirstAmendmenttoLetterAgreement,datedMay12,2026(this“Amendment”)isbyandamongthe entitieslistedonScheduleIattachedtotheProfitsAgreement(asdefinedbelow)(each,an“Investor”and together, the “Investors”), Great Elm Real Estate Ventures, LLC, a Delaware limited liability company (“GEG Ventures”), and Great Elm Group, Inc., a Delaware corporation (“GEG”). The Investors and GEG Ventures are referred to herein as the “Parties,” and each, a “Party.” Reference is hereby made to that certain Loan Agreement (the “Loan Agreement”), dated July 31, 2025 (as amended from time to time), among Monomoy Properties REIT, LLC (the “Borrower”), certain funds managed by Kennedy Lewis Investment Management, LLC, as lenders (collectively, the “Lenders”), and ALTER DOMUS (US) LLC, as administrative agent for the Lenders
Whereas,the Investors,GEGVenturesandGEGare partytothatcertainletteragreement,datedJuly31, 2025 (as amended, restated, supplemented or otherwise modified from time to time, the “Profits Agreement”); and
Whereas,capitalizedtermsusedhereinwithoutdefinitionshallhavethemeaningassignedtosuchterms in the Profits Agreement.
Now therefore, in consideration of the mutual promises of the Parties hereto, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is mutually agreed by and among the Parties hereto to amend the Profits Agreement as follows:
Section1oftheProfitsAgreemententitled“ProfitsInterest”shallbeamendedandrestatedinitsentirety as follows:
1.ProfitInterest.IfandwhenGEGVenturesmakesanydistributioninrespectofitscommon equityinterests(the“CommonInterests”),GEGVenturesshallpaytotheInvestorsinthe respective amounts set forth on Schedule Iattached hereto, at the same time as such distributions, an amount equal to its Profit InterestPercentage of the aggregateamount of such distributions and such payment hereunder. “Profit Interest Percentage” shall mean15.00%; provided that the Profit Interest Percentage shallincrease by 2.00% upon thefundingof$50,000,000oftheDDTLCommitments(asdefinedintheLoanAgreement, dated July 31, 2025, among Monomoy Properties REIT, LLC, as borrower, certain funds managed by Kennedy Lewis Investment Management, LLC, as lenders (collectively, the “Lenders”), and ALTER DOMUS (US) LLC, as administrative agent for the Lenders, for a maximum Profit Interest Percentage of 17.00%.
ThisAmendmentshallbeeffectiveupon:(a)receiptbyeachofthePartiesofafullyexecutedcopyofthis Amendment;(b)receiptbytheAdministrativeAgent,onorbeforeMay12,2026,ofaBorrowingRequest (asdefinedintheLoanAgreement),whichspecifiesthereinthat:(i)theBorrowerisrequestingDDTLloans (such DDTL loans, the “Borrowing”); (ii) the requested date of the Borrowing (the “Funding Date”) is a dateon orpriortoMay22,2026;and(iii)theaggregateprincipalamountoftheBorrowingisequalto
$50,000,000;(c)theoccurrenceofthefundingoftheBorrowingbytheLendersontheFundingDateinan aggregateprincipalamountequalto$50,000,000;and(d)totheextentinvoicedatleasttwo(2)Business DayspriortotheFundingDate,paymentbytheBorrowerofallfeesandexpensesrequiredtobepaidby the Borrower to the Administrative Agent or the Lenders pursuant to Section 11.12 of the Loan Agreement.
Except as expressly set forth in this Amendment, nothing in this herein shall constitute a modification or alterationoftheterms,conditionsorcovenantsoftheProfitsAgreement,orawaiverofanyotherterms or provisions thereof, and the Profits Agreement shall remain unchanged and shall continue in full force and effect, in each case as specifically amended hereby.
The terms ofSections 5, 9-11 and14-16oftheProfitsAgreement shall apply to this Amendment and are incorporated herein by reference, mutatis mutandis.
IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the date first above written.
INVESTORS:
| KLCP FUNDIII (EU) MASTERAIV LP |
| By: |
| Name: Doug Gerowski |
| Title:Partner, Authorized Signatory |
| KLIM DELTAHQC3 LP |
| By: |
| Name: Doug Gerowski |
| Title:Partner, Authorized Signatory |
| KENNEDY LEWISCAPITAL PARTNERS MASTERFUND IV-C LP |
| By: |
| Name: Doug Gerowski |
| Title:Partner, Authorized Signatory |
| GREAT ELM REALESTATE VENTURES, LLC |
| By: |
| Name: Adam Kleinman |
| Title:Authorized Signatory |
| GREAT ELM GROUP, INC. |
| By: |
| Name: Adam Kleinman |
| Title:Authorized Signatory |