FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • December 16th, 2015 • Fifth Street Asset Management Inc. • Investment advice • Delaware
This Indemnification Agreement (this “Agreement”) is made as of , 2015 by and between Fifth Street Asset Management Inc., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”). This Agreement supersedes and replaces any and all previous agreements between the Company and Indemnitee covering the subject matter of this Agreement. Certain capitalized terms used herein are defined in Section 2 hereof.
Re: Employment Letter AgreementWaiver and Release Agreement • November 4th, 2014 • Fifth Street Asset Management Inc. • Investment advice • Connecticut
As you know, Fifth Street Asset Management, Inc. (“FSAM”) is in the process of preparing for an initial public offering of FSAM’s Class A common stock (the “IPO”). In connection with the IPO, Fifth Street Management LLC (the “Company”) believes it is appropriate to recognize your contributions to the Company and is pleased to offer you continued employment with FSC CT, Inc. on the terms set forth below.
PURCHASE AND SETTLEMENT AGREEMENTPurchase and Settlement Agreement • February 19th, 2016 • Fifth Street Asset Management Inc. • Investment advice • Delaware
This PURCHASE AND SETTLEMENT AGREEMENT (this “Agreement”) is made and entered into as of February 18, 2016 by and among Fifth Street Finance Corp., a Delaware corporation (the “Company”), Fifth Street Holdings L.P., a Delaware limited partnership (“Holdings”), Leonard M. Tannenbaum (“LT” and, together with Holdings, the “Buyers”), Fifth Street Asset Management Inc., a Delaware corporation (“FSAM”), and Sellers (as defined below). As used herein: (i) “Sellers” (and each, a “Seller”) means RiverNorth and the RiverNorth Nominees, collectively; (ii) “RiverNorth” means RiverNorth Capital Management, LLC (“RiverNorth Capital”), RiverNorth Capital Partners, L.P., RiverNorth Institutional Partners, L.P., RiverNorth Core Opportunity Fund and RiverNorth/DoubleLine Strategic Income Fund, collectively, and (iii) “RiverNorth Nominees” means Randy I. Rochman, Fred G. Steingraber and Murray R. Wise, collectively.
TAX RECEIVABLE AGREEMENTTax Receivable Agreement • November 4th, 2014 • Fifth Street Asset Management Inc. • Investment advice • New York
This TAX RECEIVABLE AGREEMENT (as amended from time to time, this “Agreement”), dated as of October 29, 2014, is hereby entered into by and among Fifth Street Asset Management Inc. (the “Corporation”), Fifth Street Holdings L.P., (“Holdings”), Leonard M. Tannenbaum, Bernard D. Berman, Ivelin M. Dimitrov, the Tannenbaum Family 2012 Trust, the Bernard D. Berman 2012 Trust and FSC CT II, Inc.
AMENDMENT NO. 1 TO PURCHASE AND SETTLEMENT AGREEMENTPurchase and Settlement Agreement • February 24th, 2016 • Fifth Street Asset Management Inc. • Investment advice
This Amendment No. 1 (this “Amendment”) to the Purchase and Settlement Agreement, dated as of February 18, 2016 (the “Original Agreement”), by and among (i) Fifth Street Finance Corp., a Delaware corporation (the “Company”), (ii) Fifth Street Holdings L.P., a Delaware limited partnership (“Holdings”) and Leonard M. Tannenbaum (“LT” and, together with Holdings, the “Buyers”), (iii) Fifth Street Asset Management Inc., a Delaware corporation (“FSAM”), and (iv) Sellers (as defined below) (collectively, the “Parties” and each, a “Party”), is made and entered into on this 23rd day of February, 2016, by and among the Parties. As used herein: (a) “Sellers” (and each, a “Seller”) means RiverNorth, Randy I. Rochman, Fred G. Steingraber and Murray R. Wise, collectively and (b) “RiverNorth” means RiverNorth Capital Management, LLC (“RiverNorth Capital”), RiverNorth Capital Partners, L.P., RiverNorth Institutional Partners, L.P., RiverNorth Core Opportunity Fund and RiverNorth/DoubleLine Strategic
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • October 17th, 2017 • Fifth Street Asset Management Inc. • Investment advice
This Pledge and Security Agreement (this “Security Agreement”) is entered into as of October 17, 2017, by and between Fifth Street Senior Floating Rate Corp., a Delaware corporation, as secured party (“Secured Party”), and Fifth Street Holdings L.P., a Delaware limited partnership, as Pledgor (“Pledgor”).
VOTING AGREEMENTVoting Agreement • July 14th, 2017 • Fifth Street Asset Management Inc. • Investment advice • Delaware
THIS VOTING AGREEMENT (this “Agreement”), dated as of July 13, 2017, is made by and among Oaktree Capital Management, L.P., a Delaware limited partnership (“Buyer”), and each of the stockholders set forth on Schedule I (each, a “Stockholder” and, collectively, the “Stockholders”). Capitalized terms used and not defined herein shall have the meanings ascribed to such terms in the Asset Purchase Agreement (as defined below).
Re: Amended & Restated Employment OfferWaiver and Release Agreement • November 4th, 2014 • Fifth Street Asset Management Inc. • Investment advice • Connecticut
Reference is made to that certain employment offer, dated as of September 2, 2014 (the “Original Agreement”) pursuant to which you were offered the position of Co-President of Fifth Street Management LLC (the “Company”) and FSC CT, Inc., which employment was to commence upon the earliest expiration of the notice period applicable in connection with your former employer, but in no event later than September 29, 2014. The Company and FSC CT, Inc. deem it advisable and appropriate to amend and restate the terms of the Original Agreement. For good and valuable consideration, the receipt and sufficiency of which you hereby acknowledge, you, the Company and FSC CT, Inc. agree to amend and restate the Original Agreement on the terms provided for herein, effective as of October 29, 2014 (the “Employment Letter”). The Employment Letter supersedes all prior written or oral agreements between you, the Company and FSC CT, Inc. with respect to your employment, and upon execution of this Employment
SECOND AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT BETWEEN FIFTH STREET FINANCE CORP. AND FIFTH STREET MANAGEMENT LLCInvestment Advisory Agreement • September 22nd, 2014 • Fifth Street Asset Management Inc. • Investment advice • New York
This Second Amended and Restated Investment Advisory Agreement (this “Agreement”) made this 2nd day of May 2011, by and between FIFTH STREET FINANCE CORP., a Delaware corporation (the “Company”), and FIFTH STREET MANAGEMENT LLC, a Delaware limited liability company (the “Adviser”).
REGISTRATION RIGHTS AGREEMENT OF FIFTH STREET ASSET MANAGEMENT INC. Adopted as of November 4, 2014Registration Rights Agreement • November 4th, 2014 • Fifth Street Asset Management Inc. • Investment advice • Delaware
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is made and entered into as of November 4, 2014, by and among Fifth Street Asset Management Inc., a Delaware corporation (together with any successors thereto, the “Company”), and the Covered Persons (defined below) from time to time party hereto.
AGREEMENTAgreement • February 19th, 2016 • Fifth Street Asset Management Inc. • Investment advice • Delaware
This Agreement, dated February 18, 2016 (this “Agreement”), is entered into by and between Fifth Street Holdings L.P., a Delaware limited partnership (“Holdings”), and Leonard M. Tannenbaum (“LT” and, together with Holdings, the “Parties” and each, a “Party”).
AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF FIFTH STREET HOLDINGS L.P. Dated as of October 29, 2014Limited Partnership Agreement • November 4th, 2014 • Fifth Street Asset Management Inc. • Investment advice • Delaware
This AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT (this “Agreement”) of Fifth Street Holdings L.P. (the “Partnership”) is made as of the 29th day of October, 2014, by and among Fifth Street Asset Management Inc., a corporation formed under the laws of the State of Delaware (“FSAM”), as general partner, and the Limited Partners (as defined herein) of the Partnership.
INVESTMENT MANAGEMENT AGREEMENT dated as of February 18, 2014 by and between FIFTH STREET SENIOR LOAN FUND I OPERATING ENTITY, LLC AND FIFTH STREET MANAGEMENT LLCInvestment Management Agreement • September 25th, 2014 • Fifth Street Asset Management Inc. • Investment advice • New York
This INVESTMENT MANAGEMENT AGREEMENT (this “Agreement”) is made and entered into as of the 18th day of February, 2014, by and between FIFTH STREET SENIOR LOAN FUND I OPERATING ENTITY LLC, a Delaware limited liability company (the “Fund”) and FIFTH STREET MANAGEMENT LLC, a Delaware limited liability company (together with its successors and assigns, “Fifth Street”), as investment adviser and investment manager (in such capacity, the “Investment Manager”).
EXCHANGE AGREEMENTExchange Agreement • November 4th, 2014 • Fifth Street Asset Management Inc. • Investment advice • Delaware
EXCHANGE AGREEMENT (the “Agreement”), dated as of November 4, 2014, among Fifth Street Asset Management Inc. (the “Issuer”), Fifth Street Holdings L.P. (“Holdings”), and the limited partners of Holdings from time to time party hereto (the “Limited Partners”).
INVESTMENT ADVISORY AGREEMENT BETWEEN FIFTH STREET SENIOR FLOATING RATE CORP. AND FIFTH STREET MANAGEMENT LLCInvestment Advisory Agreement • September 22nd, 2014 • Fifth Street Asset Management Inc. • Investment advice • New York
This Investment Advisory Agreement (this “Agreement”) made this 27th day of June, 2013, by and between FIFTH STREET SENIOR FLOATING RATE CORP., a Delaware corporation (the “Company”), and FIFTH STREET MANAGEMENT LLC, a Delaware limited liability company (the “Adviser”).
·] Shares FIFTH STREET ASSET MANAGEMENT INC. Class A common stock, par value $0.01 per share UNDERWRITING AGREEMENTUnderwriting Agreement • October 9th, 2014 • Fifth Street Asset Management Inc. • Investment advice • New York
CREDIT AGREEMENT dated as of November 4, 2014 among Fifth Street Holdings L.P. The Guarantors Party Hereto The Lenders Party Hereto and Sumitomo Mitsui Banking Corporation as Administrative Agent Morgan Stanley Senior Funding, Inc. Sumitomo Mitsui...Credit Agreement • November 4th, 2014 • Fifth Street Asset Management Inc. • Investment advice • New York
THIS CREDIT AGREEMENT, dated as of November 4, 2014, is entered into by and among FIFTH STREET HOLDINGS L.P., a Delaware limited partnership (the “Borrower”), the Guarantors (as defined below) party hereto from time to time, the lenders identified on the signature pages hereof (such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”) and Sumitomo Mitsui Banking Corporation (“SMBC”), as administrative agent for the Lenders (together with its successors and assigns in such capacity, the “Agent”).
ContractFifth Street Asset Management Inc. • February 19th, 2016 • Investment advice • Delaware
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE. THIS WARRANT MAY NOT BE OFFERED, SOLD, HEDGED, PLEDGED OR OTHERWISE TRANSFERRED. ANY SHARES OF COMMON STOCK ISSUED UPON EXERCISE OF THIS WARRANT MAY NOT BE OFFERED, SOLD, HEDGED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY AND THE TRANSFER AGENT, SUCH OFFER, SALE, HEDGE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
WAIVER AND TERMINATION OF TAX RECEIVABLES AGREEMENTTax Receivables Agreement • July 14th, 2017 • Fifth Street Asset Management Inc. • Investment advice • New York
WHEREAS, Fifth Street Management LLC (“Seller”) has entered into the Asset Purchase Agreement (the “APA”) by and among Seller, Oaktree Capital Management, L.P. (“Buyer”), FSAM and Holdings, dated as of July 13, 2017;
CONTRIBUTION AGREEMENTContribution Agreement • September 22nd, 2014 • Fifth Street Asset Management Inc. • Investment advice • Delaware
This Contribution Agreement (this “Agreement”) is entered into as of September 17, 2014 by and among Fifth Street Holdings L.P., a Delaware limited partnership (the “Partnership”) and each of the individuals and entities listed as a “Transferor” on the signature pages hereto (each a “Transferor” and collectively, the “Transferors”).
FORM OF NON-COMPETITION, NON-SOLICITATION AND NON-DISCLOSURE AGREEMENT [For Bernard D. Berman, Ivelin M. Dimitrov, Alexander C. Frank and Todd G. Owens]Disclosure Agreement • September 25th, 2014 • Fifth Street Asset Management Inc. • Investment advice • Connecticut
This Non-Competition, Non-Solicitation and Non-Disclosure Agreement (“Agreement”) is entered into between [NAME] (“Employee”) and FSC CT, Inc. (“Fifth Street”), a Connecticut corporation, as of the [__] day of [MONTH], 2014. In this Agreement, Employee and Fifth Street are collectively referred to as the “parties”. The term “Company” as used in this Agreement includes Fifth Street and all direct and indirect subsidiaries and affiliates of Fifth Street, including, without limitation, Fifth Street Management LLC (the “Advisor”), Fifth Street Asset Management Inc. (“FSAM”), Fifth Street Holdings, L.P., Fifth Street Finance Corp. (the “BDC”), Fifth Street Senior Floating Rate Corp. (the “BDC II”), Fifth Street Senior Loan Fund I Operating Entity, LLC, Fifth Street Senior Loan Fund II Operating Entity, LLC, Fifth Street Credit Opportunities Fund, L.P., Fifth Street Mezzanine Partners II, L.P., Fifth Street Capital LLC, Fifth Street Capital West, Inc., FSC, Inc., FSC Midwest, Inc. and any en
FIFTH STREET ASSET MANAGEMENT INC. REStricted STOCK UNIT grant notice and restricted sTOCK UNIT agreementRestricted Stock Unit Agreement • October 28th, 2014 • Fifth Street Asset Management Inc. • Investment advice • Delaware
Fifth Street Asset Management Inc., a Delaware corporation, (the “Company”), pursuant to its 2014 Omnibus Incentive Plan (the “Plan”), hereby grants to the individual listed below (the “Participant”) an award of Restricted Stock Units (“RSUs”) indicated below, which RSUs shall be subject to vesting based on the Participant’s continued service with the Company, as provided herein. This award of RSUs, together with any accumulated dividend equivalents as provided herein (the “Award”), is subject to all of the terms and conditions as set forth herein, and in the Restricted Stock Unit Agreement attached hereto as Exhibit A (the “Agreement”) and the Plan, each of which is incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Restricted Stock Unit Grant Notice (the “Grant Notice”) and the Agreement.
FIFTH STREET ASSET MANAGEMENT INC.Non-Qualified Stock Option Agreement • October 28th, 2014 • Fifth Street Asset Management Inc. • Investment advice • Delaware
Fifth Street Asset Management Inc., a Delaware corporation (the “Company”), pursuant to its 2014 Omnibus Incentive Plan (the “Plan”), hereby grants to the individual listed below (the “Participant”) an option to purchase the number of the shares of Class A Common Stock set forth below (the “Option”), which Option shall be subject to vesting based on the Participant’s continued service with the Company or an Affiliate, as provided herein. The Option is subject to all of the terms and conditions as set forth herein and in the Non-Qualified Stock Option Agreement attached hereto as Exhibit A (the “Agreement” or “Stock Option Agreement”) and the Plan, each of which is incorporated herein by reference. Unless otherwise provided for herein, the terms defined in the Plan shall have the same defined meanings in this Non-Qualified Stock Option Grant Notice (the “Grant Notice”) and the Stock Option Agreement.
Re: Employment OfferFifth Street Asset Management Inc. • December 5th, 2016 • Investment advice
We are pleased to present you with this offer of employment to join Fifth Street Management LLC (the “Company”) and FSC CT LLC. The terms and conditions of the Company’s offer of employment are set forth in this letter agreement and the annexes and exhibits attached hereto and incorporated herein. The Company and its affiliates take employee development seriously and are dedicated to providing resources and pathways for personal growth and advancement. We believe that your experience and background will contribute much to our organization. If you accept the Company’s offer, your anticipated start date will be January 2, 2017 (the “Commencement Date”).
LEASE TERMINATION AGREEMENTLease Termination Agreement • November 14th, 2017 • Fifth Street Asset Management Inc. • Investment advice
THIS LEASE TERMINATION AGREEMENT (this “Agreement”) is made as of the 13th day of November, 2017, by and among 777 WEST PUTNAM AVENUE LLC, a Connecticut limited liability company (“Landlord”), and FSC CT, LLC, a Connecticut corporation (“Tenant”), with reference to the following facts:
AGREEMENTAgreement • April 7th, 2016 • Fifth Street Asset Management Inc. • Investment advice • Delaware
This Agreement (this “Agreement”) is dated as of April 6, 2016, by and among Fifth Street Asset Management Inc., a Delaware corporation (the “Company”), and each of the persons or entities listed on the last signature page hereto (collectively, “Mangrove”) (each of the Company and Mangrove, a “Party” to this Agreement, and collectively, the “Parties”).
PURCHASE AGREEMENT by and between NEWSTAR FINANCIAL, INC. And FIFTH STREET HOLDINGS L.P.Purchase Agreement • July 7th, 2017 • Fifth Street Asset Management Inc. • Investment advice
This PURCHASE AGREEMENT, dated as of June 30, 2017, is made by and between NEWSTAR FINANCIAL, INC., a Delaware Corporation (“Buyer”), and FIFTH STREET HOLDINGS L.P., a Delaware limited partnership (“Seller”).
NON-COMPETITION, NON-SOLICITATION AND NON-DISCLOSURE AGREEMENTNon-Competition • December 5th, 2016 • Fifth Street Asset Management Inc. • Investment advice • Connecticut
This Non-Competition, Non-Solicitation and Non-Disclosure Agreement (“Agreement”) is entered into between Patrick Dalton (“Employee”) and FSC CT LLC (“Fifth Street”), a Connecticut corporation, as of November 29, 2016. In this Agreement, Employee and Fifth Street are collectively referred to as the “parties”. The term “Company” as used in this Agreement includes Fifth Street and all direct and indirect subsidiaries and affiliates of Fifth Street, including, without limitation, Fifth Street Management LLC (the “Advisor”), Fifth Street Asset Management Inc. (“FSAM”), Fifth Street Holdings, L.P., Fifth Street Finance Corp. (the “BDC”), Fifth Street Senior Floating Rate Corp. (the “BDC II”), Fifth Street Senior Loan Fund I Operating Entity, LLC, Fifth Street Senior Loan Fund II Operating Entity, LLC, Fifth Street Credit Opportunities Fund, L.P., Fifth Street Mezzanine Partners II, L.P., Fifth Street Capital LLC, Fifth Street Capital West, Inc., FSC, Inc., FSC Midwest, Inc. and any entities
AMENDMENT TO CONTRIBUTION AGREEMENTContribution Agreement • October 28th, 2014 • Fifth Street Asset Management Inc. • Investment advice
This Amendment to the Contribution Agreement (this “Amendment”) is entered into as of October 24, 2014 by and among Fifth Street Holdings L.P., a Delaware limited partnership (the “Partnership”), each of the individuals and entities listed as a “Transferor” on the signature pages hereto (each a “Transferor” and collectively, the “Transferors”) and each of the individuals listed as a “Call Holder” on the signature pages hereto.
Asset Purchase Agreement by and among Fifth Street Management LLC, Oaktree Capital Management, L.P., Fifth Street Asset Management Inc. (solely for the purposes set forth herein) and Fifth Street Holdings L.P. (solely for the purposes set forth...Asset Purchase Agreement • July 14th, 2017 • Fifth Street Asset Management Inc. • Investment advice • Delaware
THIS ASSET PURCHASE AGREEMENT, dated as of July 13, 2017 (as may be amended from time to time, this “Agreement”), is made and entered into by and among Fifth Street Management LLC, a Delaware limited liability company (“Seller”), Oaktree Capital Management, L.P., a Delaware limited partnership (“Buyer”), Fifth Street Asset Management Inc., a Delaware corporation (“FSAM”) (solely for purposes of Article III, Section 6.1(g), Section 6.2, Section 6.7(d), Section 6.8 and Section 6.9, Section 6.10, Section 6.18 and Article I, Article IX and Article X to the extent relating to any of the foregoing) and Fifth Street Holdings L.P., a Delaware limited partnership (“FSH”) (solely for purposes of Section 2.6, Article III, Section 6.2, Section 6.8, Section 6.9, Section 6.10, Section 6.11, Section 6.18 and Section 6.21, and Article VIII, and Article I, Article IX and Article X to the extent relating to any of the foregoing).
NONCOMPETITION AND NONSOLICITATION AGREEMENTNoncompetition and Nonsolicitation Agreement • July 14th, 2017 • Fifth Street Asset Management Inc. • Investment advice • Delaware
THIS NONCOMPETITION AND NONSOLICITATION AGREEMENT (this “Agreement”), dated as of July 13, 2017, is made by and among Oaktree Capital Management, L.P., a Delaware limited partnership (“Buyer”), and Fifth Street Asset Management Inc., a Delaware corporation (the “Company”). Capitalized terms used and not defined herein shall have the meanings ascribed to such terms in the Asset Purchase Agreement (as defined below).
AMENDMENT TO CONTRIBUTION AGREEMENTContribution Agreement • October 28th, 2014 • Fifth Street Asset Management Inc. • Investment advice
This Amendment to the Contribution Agreement (this “Amendment”) is entered into as of October 24, 2014 by and among Fifth Street Holdings L.P., a Delaware limited partnership (the “Partnership”), and each of the individuals and entities listed as a “Transferor” on the signature pages hereto (each a “Transferor” and collectively, the “Transferors”).
CONTRIBUTION AGREEMENTContribution Agreement • September 22nd, 2014 • Fifth Street Asset Management Inc. • Investment advice • Delaware
This Contribution Agreement (this “Agreement”) is entered into as of September 17, 2014 by and among Fifth Street Holdings L.P., a Delaware limited partnership (the “Partnership”), each of the individuals and entities listed as a “Transferor” on the signature pages hereto (each a “Transferor” and collectively, the “Transferors”) and each of the individuals listed as a “Call Holder” on the signature pages hereto.
AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENTInvestment Management Agreement • September 25th, 2014 • Fifth Street Asset Management Inc. • Investment advice • Delaware
THIS AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT (as the same may be amended, supplemented or otherwise modified from time to time, this “Agreement”) made as of the 21st day of February, 2014, by and between FIFTH STREET MANAGEMENT LLC, a Delaware limited liability company, with its address at 77 West Putnam Avenue, Greenwich, CT 06830 (the “Investment Manager”), and FIFTH STREET CREDIT OPPORTUNITIES FUND, L.P., a Delaware limited partnership, having its registered office at c/o Corporation Trust Center, 1209 Orange Street, Wilmington, DE 19801 (the “Partnership”).
CUTBACK AGREEMENTCutback Agreement • October 2nd, 2017 • Fifth Street Asset Management Inc. • Investment advice • Delaware
CUTBACK AGREEMENT (the “Agreement”), dated as of September 26, 2017, among Fifth Street Asset Management Inc. (the “Issuer”), Fifth Street Holdings L.P. (“Holdings”), and the limited partners of Holdings party hereto (the “Limited Partners”).
