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.
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.
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
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.
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.
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”).
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”).
