KEEFE, BRUYETTE & WOODS, INC. MASTER AGREEMENT AMONG UNDERWRITERS REGISTERED SEC OFFERINGS (INCLUDING MULTIPLE SYNDICATE OFFERINGS) AND EXEMPT OFFERINGS (OTHER THAN OFFERINGS OF MUNICIPAL SECURITIES)Master Agreement • September 18th, 2014 • StoneCastle Financial Corp. • New York
From time to time Keefe, Bruyette & Woods, Inc. or one or more of our affiliates (collectively, “KBW”or “we”) as lead manager of an Offering (as defined below) may invite you (and others) to participate on the terms set forth herein as an underwriter or an initial purchaser, or in a similar capacity, in connection with certain offerings of securities that are managed solely by us or with one or more other co-managers. If we invite you to participate in a specific offering and sale of securities (an “Offering”) to which this Master Agreement Among Underwriters (this “Master AAU”) will apply, we will send the information set forth in Section 1.1 hereof to you by one or more wires, telexes, telecopy or electronic data transmissions, or other written communications (each, a “Wire,” and collectively, an “AAU”), unless you are otherwise deemed to have accepted an AAU with respect to such Offering pursuant to Section 1.2 hereof. Each Wire will indicate that it is a Wire pursuant to this Maste
CUSTODY AGREEMENT by and between STONECASTLE FINANCIAL CORP. and THE BANK OF NEW YORK MELLONCustody Agreement • July 29th, 2014 • StoneCastle Financial Corp. • New York
CUSTODY AGREEMENT, dated as of the latest date set forth on the signature page hereto, between STONECASTLE FINANCIAL CORP., a corporation organized under the laws of Delaware (the “Fund”) and THE BANK OF NEW YORK MELLON, a bank organized under the laws of the state of New York (the “Custodian”).
FUND ADMINISTRATION AND ACCOUNTING AGREEMENTFund Administration and Accounting Agreement • July 29th, 2014 • StoneCastle Financial Corp. • New York
· Provide financial reporting calendar that includes when drafts of the above will be available and the due dates for each.
CUSTODY AGREEMENT by and between STONECASTLE FINANCIAL CORP. and THE BANK OF NEW YORK MELLONCustody Agreement • September 16th, 2013 • StoneCastle Financial Corp. • New York
CUSTODY AGREEMENT, dated as of the latest date set forth on the signature page hereto, between STONECASTLE FINANCIAL CORP., a corporation organized under the laws of Delaware (the “Fund”) and THE BANK OF NEW YORK MELLON, a bank organized under the laws of the state of New York (the “Custodian”).
MANAGEMENT AGREEMENTManagement Agreement • March 12th, 2021 • StoneCastle Financial Corp.
THIS MANAGEMENT AGREEMENT (the "Agreement"), dated February 12, 2020 (the "Effective Date"), is entered into between StoneCastle Financial Corp., a Delaware corporation (the "Company") and StoneCastle-ArrowMark Asset Management, LLC, a Delaware limited liability company (the "Advisor").
StoneCastle Financial Corp. [•] Shares of Common Stock FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • October 4th, 2013 • StoneCastle Financial Corp. • New York
StoneCastle Financial Corp., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”) for whom you are acting as representative (the “Representative”) an aggregate of [•] shares (the “Firm Shares”) of the common stock, par value $0.001 per share, of the Company (the “Common Stock”). The Company also proposes to sell to the several Underwriters, for the sole purpose of covering over-allotments in connection with the sale of the Firm Shares, at the option of the Underwriters, up to an additional [•] shares of Common Stock (the “Option Shares”). The Firm Shares and the Option Shares are hereinafter referred to collectively as the “Shares.”
TRADEMARK LICENSE AGREEMENTTrademark License Agreement • July 29th, 2014 • StoneCastle Financial Corp. • New York
THIS TRADEMARK LICENSE AGREEMENT (“Agreement”) is made as of November 1, 2013 (“Effective Date”) by and between StoneCastle Partners, LLC, a Delaware limited liability company with a principal place of business located at 152 W 57th St., 35th Floor, New York, NY 10019 (“Licensor”) and StoneCastle Financial Corp., a Delaware corporation, with a principal place of business located at 152 W 57th St., 35th Floor, New York, NY 10019 (“Licensee”, with Licensor collectively the “Parties” and singularly a “Party”).
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • July 29th, 2014 • StoneCastle Financial Corp. • Texas
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “First Amendment”), dated as of July 24, 2014, is by and among STONECASTLE FINANCIAL CORP., a Delaware corporation (the “Borrower”), the lender listed on the signature pages hereof (the “Lender”), and TEXAS CAPITAL BANK, NATIONAL ASSOCIATION, as Administrative Agent and L/C Issuer (in said capacity as Administrative Agent, the “Administrative Agent”).
AGREEMENT BETWEEN STONECASTLE ASSET MANAGEMENT, LLC (“Advisor”) AND STONECASTLE FINANCIAL CORP. (“Company”)Agreement • August 13th, 2018 • StoneCastle Financial Corp.
This agreement dated January 12, 2017 is between the Advisor and the Company whereby the Advisor agrees to waive a fee equal to $115,000 (the “Management Fee”) representing a portion of the management fee that would otherwise be payable to the Advisor for the quarter ended December 31, 2016.
FORM OF FEE WAIVER AGREEMENTFee Waiver Agreement • September 18th, 2014 • StoneCastle Financial Corp. • New York
THIS FEE WAIVER AGREEMENT (the “Agreement”) dated as of , 2014, by and between StoneCastle Asset Management LLC (the “Advisor”) and StoneCastle Financial Corp. (the “Company”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 14th, 2021 • StoneCastle Financial Corp. • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of July 9, 2021, by and among StoneCastle Financial Corp., a Delaware corporation with headquarters located at 100 Fillmore Street, Suite 325, Denver, Colorado 80206 (the “Company”), and each investor identified on the signature pages hereto (individually, an “Investor” and collectively, the “Investors”).
Item 77Q(1)(e) StoneCastle Financial Corp. The following document is included in the Registrant's Amendment No. 2 filed with the SEC on September 16, 2013, (SEC Accession No. 0001193125-13-366978) and is incorporated by reference herein: Management...StoneCastle Financial Corp. • February 28th, 2014
Item 77Q(1)(e) StoneCastle Financial Corp. The following document is included in the Registrant's Amendment No. 2 filed with the SEC on September 16, 2013, (SEC Accession No. 0001193125-13-366978) and is incorporated by reference herein: Management Agreement Between StoneCastle Financial Corp. and StoneCastle Asset Management LLC, as filed on September 16, 2013.
Item 77Q(1)(d) StoneCastle Financial Corp. The following document is included in the Registrant's Amendment No. 2 filed with the SEC on September 16, 2013, (SEC Accession No. 0001193125-13-366978) and is incorporated by reference herein: Purchase and...StoneCastle Financial Corp. • February 28th, 2014
Item 77Q(1)(d) StoneCastle Financial Corp. The following document is included in the Registrant's Amendment No. 2 filed with the SEC on September 16, 2013, (SEC Accession No. 0001193125-13-366978) and is incorporated by reference herein: Purchase and Sale Agreement between TARP Preferred Holdco I, LLC, TARP Preferred Holdco II, LLC, TARP Preferred Holdco III, LLC, TARP Preferred Holdco IV, LLC, TARP Preferred Holdco V, LLC, TARP Preferred Holdco VI, LLC, and StoneCastle Financial Corp., dated as of August 23, 2013.
TARP Preferred Holdco I, LLC TARP Preferred Holdco II, LLC, etc.StoneCastle Financial Corp. • October 18th, 2013
Reference is hereby made to that certain Purchase and Sale Agreement dated as of August 23, 2013, as amended on September 19, 2013 (the “PSA”) by and between the Sellers and Buyer. Capitalized terms used but not defined herein shall have the respective meanings set forth in the PSA.
Transfer Agency and Service Agreement Between StoneCastle Financial Corp. and Computershare Trust Company, N.A. and Computershare Inc.Agency and Service Agreement • July 29th, 2014 • StoneCastle Financial Corp. • New York
AGREEMENT effective as of the 9th day of September, 2013 (“Effective Date”) by and between StoneCastle Financial Corp., a Delaware corporation, having its principal office and place of business at 152 West 57th Street, 35th Floor, New York, New York 10019 (“Company”), and Computershare Inc., a Delaware corporation, and its fully owned subsidiary Computershare Trust Company, N.A., a federally chartered trust company, having its principal office and place of business at 250 Royall Street, Canton, Massachusetts 02021 (collectively, “Transfer Agent” or individually, “Computershare” and “Trust Company”, respectively).
STAFFING AGREEMENTStaffing Agreement • September 16th, 2013 • StoneCastle Financial Corp. • New York
THIS STAFFING AGREEMENT (“Agreement”) is made and entered into as of the day of , 2013, by and among StoneCastle Partners, LLC (“SCP”), StoneCastle Cash Management, LLC (“SCCM” and, together with SCP, the “SCP Affiliates”) and StoneCastle Asset Management LLC (“SAM”).
MASTER SELECTED DEALERS AGREEMENTMaster Selected Dealers Agreement • October 4th, 2013 • StoneCastle Financial Corp. • New York
This Agreement, as amended or supplemented by the Invitation, shall become binding with respect to our participation in an offering of securities described in an Invitation upon our acceptance thereof by telecopy, e-mail, telephone call (confirmed immediately in writing) or other form of communication specified in the Invitation if we do not revoke such acceptance in writing prior to the date and time specified in the Invitation or upon acceptance by us of an allotment of securities (such an acceptance being hereinafter referred to as an “Acceptance”). If we have not previously executed this Agreement, by our Acceptance we shall be deemed to be signatories hereof with respect to the offering to which the Acceptance relates. To the extent that any terms contained in the Invitation are inconsistent with any provisions herein, such terms shall supersede any such provisions.
StoneCastle Financial Corp. [·] Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • July 29th, 2014 • StoneCastle Financial Corp. • New York
StoneCastle Financial Corp., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”) for whom you are acting as representative (the “Representative”) an aggregate of [·] shares (the “Firm Shares”) of the common stock, par value $0.001 per share, of the Company (the “Common Stock”). The Company also proposes to sell to the several Underwriters, for the sole purpose of covering over-allotments in connection with the sale of the Firm Shares, at the option of the Underwriters, up to an additional [·] shares of Common Stock (the “Option Shares”). The Firm Shares and the Option Shares are hereinafter referred to collectively as the “Shares.”
STAFFING AGREEMENTStaffing Agreement • July 29th, 2014 • StoneCastle Financial Corp. • New York
THIS STAFFING AGREEMENT (“Agreement”) is made and entered into as of the 1st day of November, 2013, by and among StoneCastle Partners, LLC (“SCP”), StoneCastle Cash Management, LLC (“SCCM” and, together with SCP, the “SCP Affiliates”) and StoneCastle Asset Management LLC (“SAM”).
TARP Preferred Holdco I, LLC TARP Preferred Holdco II, LLC, etc.StoneCastle Financial Corp. • October 4th, 2013
Reference is hereby made to that certain Purchase and Sale Agreement dated as of August 23, 2013 (the “PSA”) by and between the Sellers and Buyer (as defined in the PSA). Capitalized terms used but not defined herein shall have the respective meanings set forth in the PSA.
Transfer Agency and Service Agreement Between StoneCastle Financial Corp. and Computershare Trust Company, N.A. and Computershare Inc.Agency and Service Agreement • September 16th, 2013 • StoneCastle Financial Corp. • New York
AGREEMENT effective as of the day of , 2013 (“Effective Date”) by and between StoneCastle Financial Corp., a Delaware corporation, having its principal office and place of business at 152 West 57th Street, 35th Floor, New York, New York 10019 (“Company”), and Computershare Inc., a Delaware corporation, and its fully owned subsidiary Computershare Trust Company, N.A., a federally chartered trust company, having its principal office and place of business at 250 Royall Street, Canton, Massachusetts 02021 (collectively, “Transfer Agent” or individually, “Computershare” and “Trust Company”, respectively).
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • September 16th, 2013 • StoneCastle Financial Corp. • New York
THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is made and entered into as of this 23rd day of August, 2013, by and between TARP Preferred Holdco I, LLC, TARP Preferred Holdco II, LLC, TARP Preferred Holdco III, LLC, TARP Preferred Holdco IV, LLC, TARP Preferred Holdco V, LLC, TARP Preferred Holdco VI, LLC, in each case, in their respective capacities as sellers (each a “Seller”, and collectively, “Sellers”) and StoneCastle Financial Corporation, a Delaware corporation (“Buyer”, and together with the Sellers, collectively, the “Parties”, and each a “Party”).
STONECASTLE FINANCIAL CORP. Common Stock (par value $0.001 per share) At Market Issuance Sales AgreementManagement Agreement • October 21st, 2021 • StoneCastle Financial Corp. • New York
