Sound Point Meridian Capital, Inc. Sample Contracts
SOUND POINT MERIDIAN CAPITAL, INC. [●] SHARES [●]% SERIES A PREFERRED SHARES DUE 202[●] UNDERWRITING AGREEMENT October [●], 2024Underwriting Agreement • October 25th, 2024 • Sound Point Meridian Capital, Inc. • New York
Sound Point Meridian Capital Inc., a Delaware corporation (the “Company”), Sound Point Meridian Management Company, LLC, a Delaware limited liability company (the “Investment Adviser”), and Sound Point Administration LLC, a Delaware limited liability company (the “Administrator”) confirm their respective agreements with each of the Underwriters listed on Schedule I hereto (collectively, the “Underwriters”), for whom Oppenheimer & Co. Inc. is acting as representative (in such capacity, the “Representative”), with respect to (i) the issuance and sale by the Company of [●] shares (the “Firm Shares”) of [●]% Series A Preferred Shares due 202[●] (the “Preferred Shares”) to the several Underwriters, acting severally and not jointly, of the respective number of Firm Shares set forth opposite their respective names in Schedule I hereto, and (ii) the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 1(b) hereof to purchase all or any
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 21st, 2025 • Sound Point Meridian Capital, Inc.
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 17, 2025, is by and between B. Riley Principal Capital II, LLC, a Delaware limited liability company (the “Investor”), and Sound Point Meridian Capital, Inc., a Delaware corporation (the “Company”).
SOUND POINT MERIDIAN CAPITAL, INC. INVESTMENT ADVISORY AGREEMENTInvestment Advisory Agreement • May 29th, 2024 • Sound Point Meridian Capital, Inc. • New York
This Investment Advisory Agreement is hereby made as of the 9th day of May, 2024 (the “Agreement”), by and between Sound Point Meridian Capital, Inc., a Delaware corporation (together with the successors thereto, the “Company”), and Sound Point Meridian Management Company, LLC, a Delaware limited liability company (the “Adviser”).
Services AgreementServices Agreement • May 29th, 2024 • Sound Point Meridian Capital, Inc. • New York
Sound Point Meridian Capital, Inc. ADMINISTRATION AGREEMENTAdministration Agreement • May 29th, 2024 • Sound Point Meridian Capital, Inc. • New York
This Administration Agreement is hereby made as of the 9th day of May, 2024 (the “Agreement”), between Sound Point Meridian Capital, Inc., a Delaware corporation (together with any successor thereto, the “Company”), and Sound Point Administration LLC, a Delaware limited liability company (the “Administrator”).
SOUND POINT MERIDIAN CAPITAL, INC. [ ] Shares of Common Stock Par Value $0.001 Per Share UNDERWRITING AGREEMENTUnderwriting Agreement • August 12th, 2025 • Sound Point Meridian Capital, Inc. • New York
Sound Point Meridian Capital, Inc., a Delaware corporation (the “Company”), is a non-diversified closed-end management investment company that has registered as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). Sound Point Meridian Management Company, LLC, a Delaware limited liability company (the “Investment Adviser”), acts as the Company’s investment adviser. Sound Point Administration LLC, a Delaware limited liability company (the “Administrator”), acts as the Company’s administrator. The Company proposes to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [ ] shares (the “Firm Shares”) of common stock, $0.001 par value per share (the “Common Stock”). In addition, solely for the purpose of covering over-allotments, the Company also proposes to grant to the several Underwriters the option to purchase from the Company up to an additional [ ] shares of Common Stock (the “A
CREDIT AGREEMENT Dated as of July 8, 2024 By and Between SOUND POINT MERIDIAN CAPITAL, INC., as Borrower, and CANADIAN IMPERIAL BANK OF COMMERCE, as Administrative Agent and Lender,Credit Agreement • July 11th, 2024 • Sound Point Meridian Capital, Inc. • New York
This CREDIT AGREEMENT (this “Agreement”) is entered into as of July 8, 2024, by and between Sound Point Meridian Capital, Inc., a closed-end management investment company that has registered as an investment company under the Investment Company Act of 1940, as amended (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and Canadian Imperial Bank of Commerce, as Administrative Agent.
COMMON STOCK PURCHASE AGREEMENT Dated as of January 17, 2025 by and among B. RILEY PRINCIPAL CAPITAL II, LLC, SOUND POINT MERIDIAN CAPITAL, INC., SOUND POINT MERIDIAN MANAGEMENT COMPANY, LLC and SOUND POINT ADMINISTRATION LLCCommon Stock Purchase Agreement • January 21st, 2025 • Sound Point Meridian Capital, Inc. • New York
This COMMON STOCK PURCHASE AGREEMENT is made and entered into as of January 17, 2025 (this “Agreement”), by and among B. Riley Principal Capital II, LLC, a Delaware limited liability company (the “Investor”), Sound Point Meridian Capital, Inc., a Delaware corporation (the “Company”), Sound Point Meridian Management Company, LLC, a Delaware limited liability company (the “Investment Adviser”), and Sound Point Administration LLC, a Delaware limited liability company (the “Administrator”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 11th, 2024 • Sound Point Meridian Capital, Inc. • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of [●], 2024, by and among Sound Point Meridian Capital, Inc., a Delaware corporation (the “Company”), and the shareholders listed on the signature page hereof (together with any person or entity who hereafter becomes party to this Agreement pursuant to Section 9(d) of this Agreement, collectively the “Shareholders” and each individually as a “Shareholder”).
SOUND POINT MERIDIAN CAPITAL, INC. Common Stock, par value $0.001 per share EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • August 12th, 2025 • Sound Point Meridian Capital, Inc. • New York
I, Ujjaval Desai, the duly elected, qualified, and acting Chief Executive Officer of Sound Point Meridian Capital, Inc., a Delaware corporation (the “Company”), hereby certify on behalf of the Company pursuant to Section 9(a) of the Equity Distribution Agreement dated as of [●], 2025 (the “Equity Distribution Agreement”) by and among the Company, Sound Point Meridian Management Company, LLC., a Delaware limited liability company, Sound Point Administration LLC, [●] (the “Placement Agents”) as the placement agents, that:
LICENSE AGREEMENTLicense Agreement • May 29th, 2024 • Sound Point Meridian Capital, Inc. • New York
This LICENSE AGREEMENT (this “Agreement”) is made and effective as of May 9, 2024 (the “Effective Date”), by and between Sound Point Meridian Management Company, LLC, a Delaware limited liability company (“Licensor”), and Sound Point Meridian Capital, Inc., a Delaware corporation (together with any successor thereto, including Sound Point Meridian Capital, Inc., “Licensee”) (each a “party,” and collectively, the “parties”).
SOUND POINT MERIDIAN CAPITAL, INC. [●] SHARES [●]% SERIES B PREFERRED SHARES DUE 20[●] UNDERWRITING AGREEMENTUnderwriting Agreement • June 11th, 2025 • Sound Point Meridian Capital, Inc. • New York
GLOBAL CUSTODY AGREEMENTGlobal Custody Agreement • May 29th, 2024 • Sound Point Meridian Capital, Inc.
AGREEMENT, dated as of February 12, 2024 between Sound Point Meridian Capital, LLC (“Customer”) and The Bank of New York Mellon Trust Company, National Association (“Custodian”).
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • August 11th, 2025 • Sound Point Meridian Capital, Inc. • New York
This CREDIT AGREEMENT (this “Agreement”) is entered into as of July 8, 2024, by and between Sound Point Meridian Capital, Inc., a closed-end management investment company that has registered as an investment company under the Investment Company Act of 1940, as amended (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and Canadian Imperial Bank of Commerce, as Administrative Agent.
SOUND POINT MERIDIAN CAPITAL, INC. Common Stock, par value $0.001 per share EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • October 7th, 2025 • Sound Point Meridian Capital, Inc. • New York
SUBSCRIPTION AGENT AGREEMENT BY AND BETWEEN SOUND POINT MERIDIAN CAPITAL, INC. and [●]Subscription Agent Agreement • August 12th, 2025 • Sound Point Meridian Capital, Inc. • New York
This Subscription Rights Agreement (the “Agreement”) is made as of between Sound Point Meridian Capital, Inc., a Delaware corporation (the “Company”), and [●] (the “Subscription Agent”), and relates to the base prospectus included in the Registration Statement on Form N-2, File No. 333-[●], filed by the Company with the Securities and Exchange Commission on, as amended by any amendment filed with respect thereto (the “Registration Statement”) and any prospectus supplement (together with the base prospectus, the “Prospectus”). Capitalized terms not otherwise defined herein shall have the meanings given to them in the Subscription Certificate (as defined below).
SOUND POINT MERIDIAN CAPITAL, INC. 2,000,000 SHARES UNDERWRITING AGREEMENT July 8, 2025Underwriting Agreement • July 17th, 2025 • Sound Point Meridian Capital, Inc. • New York
Sound Point Meridian Capital Inc., a Delaware corporation (the “Company”), Sound Point Meridian Management Company, LLC, a Delaware limited liability company (the “Investment Adviser”), and Sound Point Administration LLC, a Delaware limited liability company (the “Administrator”) confirm their respective agreements with each of the Underwriters listed on Schedule I hereto (collectively, the “Underwriters”), for whom Oppenheimer & Co. Inc. is acting as representative (in such capacity, the “Representative”), with respect to (i) the issuance and sale by the Company of 2,000,000 shares (the “Firm Shares”) of 7.875% Series B Preferred Shares due 2030 (the “Preferred Shares”) to the several Underwriters, acting severally and not jointly, of the respective number of Firm Shares set forth opposite their respective names in Schedule I hereto, and (ii) the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 1(b) hereof to purchase all o