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:

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PURSUANT TO THE TERMS OF SECTION 1 OF THIS WARRANT, ALL OR A PORTION OF THIS WARRANT MAY HAVE BEEN EXERCISED, AND THEREFORE THE ACTUAL NUMBER OF WARRANT SHARES REPRESENTED BY THIS WARRANT MAY BE LESS THAN THE AMOUNT SET FORTH ON THE FACE HEREOF.

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “securities ACT”), OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (I) A REGISTRATION STATEMENT COVERING SUCH SECURITIES IS EFFECTIVE UNDER THE securities ACT AND IS QUALIFIED UNDER APPLICABLE STATE AND FOREIGN LAW OR (II) THE TRANSACTION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE securities ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE LAW.

great elm Group, Inc.

Warrant To Purchase Common Stock

Warrant Tranche: Series B

Number of Shares of Common Stock: 1,000,000

Date of Issuance: August 27, 2025 (“Original Issuance Date”)

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PURSUANT TO THE TERMS OF SECTION 1 OF THIS WARRANT, ALL OR A PORTION OF THIS WARRANT MAY HAVE BEEN EXERCISED, AND THEREFORE THE ACTUAL NUMBER OF WARRANT SHARES REPRESENTED BY THIS WARRANT MAY BE LESS THAN THE AMOUNT SET FORTH ON THE FACE HEREOF.

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “securities ACT”), OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (I) A REGISTRATION STATEMENT COVERING SUCH SECURITIES IS EFFECTIVE UNDER THE securities ACT AND IS QUALIFIED UNDER APPLICABLE STATE AND FOREIGN LAW OR (II) THE TRANSACTION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE securities ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE LAW.

great elm Group, Inc.

Warrant To Purchase Common Stock

Warrant Tranche: Series A

Number of Shares of Common Stock: 1,000,000

Date of Issuance: August 27, 2025 (“Original Issuance Date”)

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SECURITIES PURCHASE AGREEMENT

SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of August 27, 2025, by and among Great Elm Group, Inc., a Delaware corporation (the “Company”), and Woodstead Value Fund, L.P., a Texas limited partnership (the “Purchaser”).

WHEREAS:

A.

The Company and the Purchaser are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) under the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506(b) of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the Securities Act;

B.

The Purchaser wishes to purchase from the Company, and the Company wishes to issue and sell to the Purchaser, upon the terms and conditions stated in this Agreement, (i) 4,000,000 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), (ii) a warrant to buy 1,000,000 shares of Common Stock at an exercise price of $3.50 per share with a ten-year term in the form attached as Exhibit A hereto (the “Series A Warrant”) and (iii) a warrant to buy 1,000,000 shares of Common Stock at an exercise price of $5.00 per share with a ten-year term in the form attached as Exhibit B hereto (the “Series B Warrant”, together with Series A Warrant, the “Warrants”; together with the Shares, the “Securities”; and, the shares of Common Stock issuable upon exercise of the Warrants, the “Warrant Shares”);

C.

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July 31, 2025
Re:	KLIM Investment

This letter agreement (the “Agreement”) is entered into as of July 31, 2025, by and among the entities listed on Schedule Iattached hereto (each, an “Investor” and together, the “Investors”), Great Elm Real Estate Ventures, LLC, a Delaware limited liability company (“GEG Ventures”), and, solely for purposes of Paragraphs2and 3, Great Elm Group, Inc., a Delaware corporation (“GEG”). The Investors and GEG Ventures are referred to herein as the “Parties,” and each, a “Party.”

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 as follows:

1.

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Execution Version

STOCK PURCHASE AGREEMENT

STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of July 31, 2025, by and among Great Elm Group, Inc., a Delaware corporation (the “Company”), and Kennedy Lewis Capital Partners Master Fund III LP, a Cayman Islands limited partnership (“Fund III”), Kennedy Lewis (EU) SPV LP, a Cayman Islands limited partnership (“KLIMEU SPV”), KLIM Delta Hqc3 LP, a Cayman Islands limited partnership (“KLIMDelta Hqc3”), and Kennedy Lewis Capital Partners Master Fund IV-B LP, a Cayman Islands limited partnership (“Fund IV-B,” and, together with Fund III, KLIM EU SPV, and KLIM Delta Hqc3, each a “Purchaser” and collectively, the “Purchasers”).

WHEREAS:

A.

The Company and each Purchaser are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) under the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506(b) of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the Securities Act;

B.

Each Purchaser wishes to purchase from the Company, and the Company wishes to sell to each Purchaser, upon the terms and conditions stated in this Agreement, its respective allocation (as set forth on Schedule I) of 1,353,885 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”);

C.

The Company intends to use the net proceeds from the transaction contemplated herein for general corporate purposes and to pay related transaction fees and expenses; and

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AMENDMENT TO

GREAT ELM GROUP, INC.

AMENDED AND RESTATED 2016 LONG-TERM INCENTIVE COMPENSATION PLAN (AS AMENDED, EFFECTIVE NOVEMBER 21, 2022)

This amendment to the Great Elm Group, Inc. Amended and Restated 2016 Long-Term Incentive Compensation Plan (the “Plan”), is effective as of October 9, 2024.

1. Section 4.3(a) of the Plan is hereby amended by removing the second sentence thereof and replacing it with the following sentence:

In connection with a Participant’s commencement of service (in their capacity as an Employee and/or as a Consultant) for the Company, any Affiliate or Subsidiary, as applicable, a Participant may be granted Options and SARs for up to an additional 3 million Shares which shall not count against the limit set forth in the previous sentence or, for purpose of clarity, the limits set forth in Section 4.3(b).

For reference: Section 4.3, as amended hereby, will read in its entirety as follows (additions noted):

4.3	Individual Limitations on Awards.

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AMENDMENT NO.2 TO

TEVOGEN INC. 2024 OMNIBUS INCENTIVE PLAN

THIS AMENDMENT NO. 2 (this “Amendment”) to the Tevogen Inc. 2024 Omnibus Incentive Plan (the “Plan”), which increases the number of shares available for issuance under the Plan by 100,000,000 shares, was adopted by the Board of Directors (the “Board”) of Tevogen Inc. (the “Company”) on July 13, 2026, and is effective as of August 24, 2026, the date upon which the Amendment received approval of the stockholders of the Company.

The Plan is hereby amended by deleting Section 4.1 and replacing it in its entirety as follows:

“4.1. Number of Shares Available for Awards.

Subject to such additional shares of Stock as shall be available for issuance under the Plan pursuant to Section 4.2 and Section 4.3(c), and subject to adjustment pursuant to Article 16, the maximum number of shares of Stock reserved for issuance under the Plan shall be equal to the sum of (a) 102,800,000 shares of Stock (the “Initial Share Limit”) plus (b) an annual increase as of the first business day of each calendar year, for a period of not more than ten (10) years and starting with the 2025 calendar year, in an amount equal to the lesser of (i) a number of shares of Stock equal to 5.0% of the total number of shares of Stock outstanding as of the last day of the immediately preceding calendar year, or (ii) such lesser number of shares of Stock as determined by the Committee (collectively, the “Share Limit”). Such shares of Stock may be authorized and unissued shares of Stock, treasury shares of Stock, or any combination of the

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NOVELIS INC.

FY2027 LONG-TERM INCENTIVE PLAN

CASH-BASED PERFORMANCE UNIT GRANT NOTICE

Novelis Inc., a corporation organized under the laws of Canada (the “Company”), pursuant to its FY2027 Long-Term Incentive Plan, as may be amended from time to time (the “Plan”), hereby grants to Participant the number of cash-based performance units (“PUs”) set forth below. Each PU represents the right to receive a cash payment upon vesting and subject to the achievement of each of the performance conditions set forth in Exhibit 2 attached hereto (the “Performance Goals”) over the Performance Period. This Award is subject to all of the terms and conditions as set forth in this Cash-Based Performance Unit Grant Notice (this “Notice”), in the corresponding Cash-Based Performance Unit Agreement and the Plan, which are attached hereto and incorporated herein in their entirety. Capitalized terms not explicitly defined herein but defined in the Plan or the Cash-Based Performance Unit Agreement will have the same definitions as in the Plan or the Cash-Based Performance Unit Agreement. If there is any conflict between the terms in this Notice, Exhibit 1 and Exhibit 2 to this Notice, the corresponding Cash-Based Performance Unit Agreement and the Plan, then such conflict or inconsistency shall be resolved by giving such documents precedence in the following order: Exhibit 1 to this Notice, Exhibit 2 to this Notice, the corresponding Cash-Based Performance Unit Agreement, and then the Plan.

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NOVELIS INC.

FY2027 LONG-TERM INCENTIVE PLAN

HINDALCO RESTRICTED STOCK UNIT GRANT NOTICE

Novelis Inc., a corporation organized under the laws of Canada (the “Company”), pursuant to its FY2027 Long-Term Incentive Plan, as may be amended from time to time (the “Plan”), hereby grants to Participant the number of restricted stock units (“Hindalco RSUs”) set forth below, each of which represents the right to receive a payment in cash equal to the equivalent value of one Hindalco share based on the average of the high and low prices of a Hindalco share as published by the National Stock Exchange on the applicable vesting date. This Award is subject to all of the terms and conditions as set forth in this Hindalco Restricted Stock Unit Grant Notice (this “Notice”), in the corresponding Hindalco Restricted Stock Unit Agreement and the Plan, which are attached hereto and incorporated herein in their entirety. Capitalized terms not explicitly defined herein but defined in the Plan or the Hindalco Restricted Stock Unit Agreement will have the same definitions as in the Plan or the Hindalco Restricted Stock Unit Agreement. If there is any conflict between the terms in this Notice, Exhibit 1 to this Notice, the corresponding Hindalco Restricted Stock Unit Agreement and the Plan, then such conflict or inconsistency shall be resolved by giving such documents precedence in the following order: Exhibit 1 to this Notice, the corresponding Hindalco Restricted Stock Unit Agreement, and then the Plan.

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NOVELIS INC.

FY2027 LONG-TERM INCENTIVE PLAN

HINDALCO STOCK APPRECIATION RIGHTS GRANT NOTICE

Novelis Inc., a corporation organized under the laws of Canada (the “Company”), pursuant to its FY2027 Long-Term Incentive Plan, as may be amended from time to time (the “Plan”), hereby grants to Participant Hindalco stock appreciation rights, which represent the right to receive a payment in cash equal to the difference between the base price of the Hindalco SAR on the date of grant and the value of one Hindalco share based on the closing price of a Hindalco share as published by the National Stock Exchange on the applicable exercise date (a “Hindalco SAR”). This Hindalco SAR is subject to all of the terms and conditions as set forth in this Hindalco Stock Appreciation Right Grant Notice (this “Notice”), in the corresponding Hindalco SAR Agreement and the Plan, all of which are attached hereto and incorporated herein in their entirety. Capitalized terms not explicitly defined herein but defined in the Plan or the corresponding Hindalco SAR Agreement will have the same definitions as in the Plan or the corresponding Hindalco SAR Agreement. If there is any conflict between the terms in this Notice, Exhibit 1 to this Notice, the corresponding Hindalco SAR Agreement and the Plan, then such conflict or inconsistency shall be resolved by giving such documents precedence in the following order: Exhibit 1 to this Notice, the corresponding Hindalco SAR Agreement and the Plan.

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Novelis Inc. FY2027 Long-Term Incentive Plan

Plan Design, Terms and Conditions

1.Plan Design. A Participant’s target opportunity under the Plan will be comprised of:

(a)for annual long-term incentive grants to employees in Job Band 4+ (“JB4+”) as of the date of grant, or such other date as determined in the sole discretion of the Committee, Novelis Performance Units (each, a “Novelis PU”), Hindalco Restricted Stock Units (each, a “Hindalco RSU”) and Hindalco Stock Appreciation Rights (each, a “Hindalco SAR”);

(b)for annual long-term incentive grants to employees in Job Band 5 (“JB5”) as of the date of grant, or such other date as determined in the sole discretion of the Committee, Novelis PUs and Hindalco RSUs; and

(c)for grants other than annual long-term incentive grants (whether to employees in JB4+ or JB5 or to those employees outside JB4+ and JB5, as determined in the discretion of the Committee, subject to approval by the Board.

2.Effective Date. The Plan is effective as of June 11, 2026 (the “Effective Date”).

3.Target Opportunity. Each Participant’s target opportunity will be determined by the Committee or its designee. Indian Rupee exchange rates will be fixed on the date of grant.

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