CUSTODY AGREEMENTCustody Agreement • January 13th, 2023 • Kennedy Lewis Capital Co • Massachusetts
AMENDMENT TO SERVICES AGREEMENT, FEE SCHEDULE, & MASTER AGREEMENT FOR DST DIGITAL SOLUTIONS SERVICES BY AND BETWEEN KENNEDY LEWIS INVESTMENT MANAGEMENT LLC AND DST SYSTEMS, INC.Services Agreement • January 13th, 2023 • Kennedy Lewis Capital Co • New York
THIS AMENDMENT (the “Amendment”) to the Agreements (as defined below) by and between Kennedy Lewis Investment Management LLC (“KLIM”), Kennedy Lewis Capital Company (f/k/a Tate Capital Company, “KLCC”), and DST Systems, Inc. (“DST”) is dated December 14, 2022 (the “Effective Date”). KLIM and DST are together referred to herein as the “Parties” and individually as the “Party”.
ADMINISTRATION AGREEMENTAdministration Agreement • January 13th, 2023 • Kennedy Lewis Capital Co • Delaware
This Agreement (“Agreement”) is made as of December 14, 2022 by and between Kennedy Lewis Capital Company, a Delaware statutory trust (the “Company”), and Kennedy Lewis Management LP, a Delaware limited partnership (the “Administrator”).
CREDIT AGREEMENTCredit Agreement • April 25th, 2023 • Kennedy Lewis Capital Co • New York
Capitalized terms used in these recitals and in the preamble shall have the respective meanings given to such terms in Section 1.1 hereof.
KENNEDY LEWIS CAPITAL COMPANY SUBSCRIPTION AGREEMENTSubscription Agreement • January 13th, 2023 • Kennedy Lewis Capital Co • Delaware
The undersigned subscriber (the “Subscriber”) understands that Kennedy Lewis Capital Company, a Delaware statutory trust (the “Company”), is an externally managed, non-diversified closed-end management investment company that has elected to be treated as a business development company (a “BDC”) under the Investment Company Act of 1940, as amended (the “Investment Company Act”), as described in the Private Placement Memorandum of the Company (as such document may be amended, amended and restated or supplemented from time to time and together with any appendices and supplements thereto, the “Offering Document”). Subject to the terms and conditions hereof, and in reliance upon the representations and warranties contained in this subscription agreement (the “Subscription Agreement”), the Subscriber irrevocably subscribes for and agrees to purchase common shares of beneficial interest, par value $0.01 per share, of the Company (“Shares”), on the terms and conditions described herein, in the
SALE AND CONTRIBUTION AGREEMENT between KENNEDY LEWIS CAPITAL COMPANY, as Seller and KLCC SPV GS1 LLC, as Purchaser Dated as of April 20, 2023Sale and Contribution Agreement • April 25th, 2023 • Kennedy Lewis Capital Co • New York
This SALE AND CONTRIBUTION AGREEMENT, dated as of April 20, 2023 (as amended, supplemented or otherwise modified and in effect from time to time, this “Agreement”), between KENNEDY LEWIS CAPITAL COMPANY, a Delaware statutory trust, as seller (in such capacity, the “Seller”) and KLCC SPV GS1 LLC, a Delaware limited liability company, as purchaser (in such capacity, the “Purchaser”).
Certain portions of this document have been omitted pursuant to Items 601(b)(10)(vi) of Regulation S-K and, where applicable, have been marked with “[***]” to indicate where omissions have been made. A copy of any omitted portion will be furnished...Non-Recourse Carveout Guaranty Agreement • April 25th, 2023 • Kennedy Lewis Capital Co • New York
This NON-RECOURSE CARVEOUT GUARANTY AGREEMENT (this “Agreement”) is entered into as of April 20, 2023 (the “Closing Date”), by Kennedy Lewis Capital Company (the “BDC”), a Delaware statutory trust (the “Guarantor”), in favor of (a) State Street Bank and Trust Company, as collateral agent (together with its successors and assigns in such capacity, the “Collateral Agent”) for and on behalf of the Secured Parties (as defined in the Credit Agreement referred to below), and (b) Goldman Sachs Bank USA and its affiliates that are successors and assigns, as Lender, Administrative Agent and Calculation Agent (each as defined in the Credit Agreement referred to below) (in such capacities, “GS”).
Kennedy Lewis Capital Company AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST Dated as of December 14, 2022Agreement and Declaration • January 13th, 2023 • Kennedy Lewis Capital Co
AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT BETWEEN KENNEDY LEWIS CAPITAL HOLDINGS LLC AND KENNEDY LEWIS CAPITAL COMPANYInvestment Advisory Agreement • January 8th, 2024 • Kennedy Lewis Capital Co • Delaware
This Amended and Restated Investment Advisory Agreement (this “Agreement” is hereby made as of the [ ] day of [ ], 202[4], by and between Kennedy Lewis Capital Company, a Delaware statutory trust (the “Company”) and Kennedy Lewis Capital Holdings LLC, a Delaware limited liability company (the “Advisor”).
EXPENSE SUPPORT AND CONDITIONAL REIMBURSEMENT AGREEMENTExpense Support and Conditional Reimbursement Agreement • January 13th, 2023 • Kennedy Lewis Capital Co
This Expense Support and Conditional Reimbursement Agreement (the “Agreement”) is made this 5th day of January, 2023, by and between Kennedy Lewis Capital Company, a Delaware statutory trust (the “Company”), and Kennedy Lewis Capital Holdings LLC (the “Advisor”).
MANAGING DEALER AGREEMENTManaging Dealer Agreement • April 19th, 2024 • Kennedy Lewis Capital Co • Delaware
This Managing Dealer Agreement (this “Agreement”) is entered into by and between Kennedy Lewis Capital Company, a Delaware statutory trust (the “Company”), and Realta Equities, Inc. (the “Managing Dealer”).
TRADEMARK LICENSE AGREEMENTTrademark License Agreement • January 13th, 2023 • Kennedy Lewis Capital Co • Delaware
This TRADEMARK LICENSE AGREEMENT (this “Agreement”) is made and effective as of December 14, 2022 (the “Effective Date”), by and between Kennedy Lewis Investment Management LLC, a Delaware limited liability company (“Licensor”), and Kennedy Lewis Capital Company, a Delaware statutory trust, and any wholly-owned subsidiary thereof (“Licensee”) (each a “party,” and collectively, the “parties”).
SUB-ADMINISTRATION AGREEMENTSub-Administration Agreement • April 19th, 2024 • Kennedy Lewis Capital Co • Massachusetts
This Sub-Administration Agreement (“Agreement”) dated and effective as of January 9th, 2023, is by and between State Street Bank and Trust Company, a Massachusetts trust company (the “Sub-Administrator”), and Kennedy Lewis Capital Holdings LLC, a Delaware limited liability company (the “Administrator”).
Kennedy Lewis Capital Company SECOND AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST Dated as of [ ], 2023Agreement and Declaration • January 8th, 2024 • Kennedy Lewis Capital Co
WHEREAS, the initial Declaration of Trust of Kennedy Lewis Capital Company (the “Company”) was entered into as of February 10, 2022, and was subsequently amended and restated by the Amendment and Restated Declaration of Trust of the Company dated as of December 14, 2022 (the “Existing Declaration of Trust”); and
Kennedy Lewis Capital Company SECOND AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST Dated as of [ ], 2023Agreement and Declaration • April 19th, 2024 • Kennedy Lewis Capital Co
WHEREAS, the initial Declaration of Trust of Kennedy Lewis Capital Company (the “Company”) was entered into as of February 10, 2022, and was subsequently amended and restated by the Amendment and Restated Declaration of Trust of the Company dated as of December 14, 2022 (the “Existing Declaration of Trust”); and
