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.
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”).
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.
