gec_Ex4_7


		
			Exhibit 4.7
		

		
			[FORM OF NOTICE OF GUARANTEED DELIVERY]
		

		
			GREAT ELM CAPITAL GROUP, INC.
		

		
			NOTICE OF GUARANTEED DELIVERY
		

		
			RELATING TO SHARES SUBSCRIBED FOR PURSUANT
		

		
			TO THE SUBSCRIPTION PRIVILEGE AND OVER-SUBSCRIPTION PRIVILEGE
		

		
			As set forth in Great Elm Capital Group, Inc.’s (the “Company’s”) Prospectus, dated                          , 2016, under “The Rights Offering—Payment for Shares,” this form (or one substantially equivalent hereto) may be used as a means of effecting the subscription and payment for shares of common stock, par value $0.001 per share, of the Company subscribed for pursuant to the subscription privilege and the over-subscription privilege. Such form may be delivered or sent by overnight delivery or first class mail to the Subscription Agent and must be received prior to 5:00 p.m., New York City time, on                          , 2016, the expiration date, unless extended by the Company (as it may be extended, the “Expiration Date”).
		

		
			The Subscription Agent is:
		

		
			Computershare Trust Company, N.A.
		

		
			Attention: Great Elm Capital Group, Inc. Rights Offering
		

		
			 
		

			
					
						By First Class Mail Only

					
						(No Overnight/Express Mail):

					
						Computershare Trust Company, N.A.

					
						Attn: Corporate Actions Voluntary Offer

					
						P.O. Box 43011

					
						Providence, RI 02940-3011

					
					
						By Overnight Delivery:

					
						Computershare Trust Company, N.A.

					
						Attn: Corporate Actions Voluntary Offer

					
						250 Royall Street, Suite V

					
						Canton, MA 02021

					
						 

				



		
			 
		

		
			DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY.
		

		
			The Eligible Guarantor Institution (as that term is defined in Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended), which may include (i) a commercial bank or trust company, (ii) a member firm of a domestic stock exchange or (iii) a savings bank or credit union, that completes this form must communicate the guarantee and the number of shares of common stock subscribed for pursuant to both the subscription right and the over-subscription right to the Subscription Agent and the Subscription Agent must receive this Notice of Guaranteed Delivery at or prior to the Expiration Date, guaranteeing delivery to the Subscription Agent of (a) full payment for all shares of common stock subscribed for pursuant to the subscription privilege and the over-subscription privilege and (b) a properly completed and duly executed Subscription Certificate. The Subscription Certificate and full payment must be received by the Subscription Agent at or prior to 5:00 p.m., New York City time, on                          , 2016 (or, if the offer is extended, at or prior to 5:00 p.m., New York City time, on the third business day after the Expiration Date). Failure to timely and properly deliver this Notice of Guaranteed Delivery or to make the delivery guaranteed herein will result in a forfeiture of the rights.
		

		
			This Notice of Guaranteed Delivery shall not be used to guarantee signatures. If a signature on the Subscription Certificate is required to be guaranteed by an Eligible Guarantor Institution (as that term is defined in Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended) under the instructions to the Subscription Certificate, the signature guarantee must appear in the applicable space provided in the signature box on the Subscription Certificate.
		

		
			 
		

		
			GUARANTEE
		

		
			The undersigned, an Eligible Guarantor Institution (as that term is defined in Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended) guarantees delivery to the Subscription Agent at or prior to 5:00 p.m., New York City time, on                          , 2016 (or, if the offer is extended, by the close of business on the third business day after the 


		 


 


Expiration Date) of (i) a properly completed and duly executed Subscription Certificate and (ii) full payment of the estimated subscription price for each share of common stock subscribed for pursuant to the subscription privilege and the over-subscription privilege, if applicable, as subscription for such shares is indicated herein and on the Subscription Certificate.
		

		
			Broker Assigned Control #
		

		
			GREAT ELM CAPITAL GROUP, INC.
		

			
					
						1. Subscription Privilege

					
					
						  

					
					
						Number of rights exercised:

					
					
						  

					
					
						 

					
					
						rights

				
	
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						Number of shares subscribed for pursuant to the subscription right for which you are guaranteeing delivery of the Subscription Certificate and full payment:

					
					
						 

					
					
						 

					
					
						shares

				
	
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						Payment to be made in connection with subscription privilege:

					
					
						 

					
					
						$

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						(Shares × $             , the subscription price)

				
	
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						2. Over-Subscription Privilege

					
					
						 

					
					
						Number of shares subscribed for pursuant to the over-subscription privilege for which you are guaranteeing delivery of the Subscription Certificate and full payment (subject to proration):

					
					
						 

					
					
						 

					
					
						shares

				
	
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						Payment to be made in connection with over-subscription privilege:

					
					
						 

					
					
						$

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						(Shares × $             , the subscription price)

				
	
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						3. Totals

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						Total number of rights exercised:

					
					
						 

					
					
						 

					
					
						rights

				
	
					
						 

					
					
						 

					
					
						Total number of shares subscribed for pursuant to the subscription privilege and over-subscription privilege for which you are guaranteeing delivery of the Subscription Certificate and full payment:

					
					
						 

					
					
						 

					
					
						shares

				
	
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						Total payment to be made:

					
					
						 

					
					
						$

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						4. Method of Delivery (Check one):

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				



		
			 
		

		
			☐ Through the Depository Trust Company (“DTC”)
		

		
			 
		

		
			☐ Direct to Broadridge Corporate Issuer Solutions, Inc., as the Subscription Agent.
		

		
			 
		

		
			Please assign above a unique control number for each guarantee submitted. This number needs to be referenced on any direct delivery or any delivery through DTC.
		

		
			 
		

		



		 


 


	
					
						 

					
					
						 

					
					
						  

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						Name of Firm

					
					
						 

					
					
						  

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						  

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						Authorized Signature

					
					
						  

					
					
						  

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						  

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						Name (Please print or type)

					
					
						 

					
					
						  

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						  

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						Title:

					
					
						 

					
					
						  

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						  

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						DTC Participant Number

					
					
						 

					
					
						  

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						  

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						Contact Name

					
					
						 

					
					
						  

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						  

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						Address

					
					
						 

					
					
						  

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						  

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						City

					
					
						State

					
					
						 

					
					
						Zip Code

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						Phone Number

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						Date