SURO CAPITAL CORP. (a Maryland corporation) AMENDMENT NO. 2 TO AT-THE-MARKET SALES AGREEMENT
Exhibit 10.3
(a Maryland corporation)
AMENDMENT NO. 2 TO
AT-THE-MARKET SALES AGREEMENT
November 8, 2024
BTIG, LLC
000 Xxxx Xxxxxx, 0xx Xxxxx
San Francisco, CA 94104
Citizens JMP Securities, LLC
000 Xxxxxxxxxx Xxxxxx, 00xx Xxxxx
San Francisco, CA 94111
Ladenburg Xxxxxxxx & Co. Inc.
000 Xxxx Xxxxxx, 00xx Xxxxx
New York, New York 10172
Ladies and Gentlemen:
This Amendment No. 2, dated November 8, 2024 (the “Amendment”), is to the At-the-Market Sales Agreement, dated July 29, 2019 (the “Sales Agreement”), by and among SuRo Capital Corp., a Maryland corporation (the “Company”), BTIG, LLC (“BTIG”), Citizens JMP Securities, LLC (formerly JMP Securities, LLC, and referred to as “JMP”) and Ladenburg Xxxxxxxx & Co. Inc. (“Ladenburg”).
WHEREAS, the Company, BTIG, JMP and Xxxxxxxxx desire to amend the Sales Agreement to add Barrington Research Associates, Inc. (“Xxxxxxxxxx” and, together with BTIG, JMP and Xxxxxxxxx, the “Agents”) to modify certain definitions in the Sales Agreement and make certain other changes to the Sales Agreement with effect on and after the date hereof;
NOW THEREFORE, in consideration of the mutual promises contained in this Amendment and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Amendment, intending to be legally bound, hereby amend the Sales Agreement and agree as follows:
1. Effective as of the date hereof, the first paragraph of the Sales Agreement is deleted and replaced in its entirety with the following:
SuRo Capital Corp., a Maryland corporation (the “Company”), confirms its agreement (this “Agreement”) with BTIG, LLC (“BTIG”), Citizens JMP Securities, LLC (“JMP”), Ladenburg Xxxxxxxx & Co. Inc. (“Ladenburg”) and Barrington Research Associates, Inc. (“Xxxxxxxxxx” and, together with BTIG, JMP and Xxxxxxxxxx, the “Agents” and each, an “Agent” and, together with the Company, the “Parties”), as follows:
2. Effective on the date hereof, all references to the “Registration Statement” in the Sales Agreement shall refer to the registration statement on Form N-2 (File No. 333-272578).
3. A new clause (ix) shall be added to the end of Section 7(f) of the Agreement as follows:
“; and (ix) the fees and disbursements of counsel to the Agents (up to $25,000) in connection with an amendment to the Agreement and/or any filing of an additional Prospectus Supplement.”
4. Effective as of the date hereof, Schedule 3 to the Sales Agreement is deleted and replaced in its entirety with the following:
5. Effective as of the date hereof, Section 13 of the Sales Agreement is deleted in its entirety and replaced with the following:
“Notices.
All notices or other communications required or permitted to be given by any party to any other party pursuant to the terms of this Agreement or any Terms Agreement shall be in writing, unless otherwise specified, and:
| if sent to BTIG, shall be delivered to | |||
| BTIG, LLC | |||
| 000 Xxxx Xxxxxx, 0xx Xxxxx | |||
| San Francisco, CA 94104 | |||
| Attention: Equity Capital Markets | |||
| Email: XXXXXXXXXXxxxxxx@xxxx.xxx | |||
| with copies (which shall not constitute notice) to: | |||
| BTIG, LLC | |||
| 000 Xxxx Xxxxxx, 0xx Xxxxx | |||
| San Francisco, CA 94104 | |||
| Attention: General Counsel and Chief Compliance Officer | |||
| Email: | XXXXxxxxxxxxxx@xxxx.xxx | ||
| xxxxx@xxxx.xxx | |||
| and if to JMP: | |||
| Citizens JMP Securities, LLC | |||
| 000 Xxxxxxxxxx Xxxxxx, 00xx Xxxxx | |||
| San Francisco, CA 94111 | |||
| Attention: Xxxxxx Xxxxxx, Chief legal Officer | |||
| Email: xxxxxxx@xxxx.xxx | |||
| and if to Ladenburg: | |||
| Ladenburg Xxxxxxxx & Co. Inc. | |||
| 000 Xxxxx Xxxxxx, 0xx Xxxxx | |||
| New York, NY 10019 | |||
| Attention: Equity Syndicate Desk (with a copy to the legal department) | |||
| Email: XXX@xxxxxxxxx.xxx | |||
| and if to Barrington: | ||
| Barrington Research Associates, Inc. | ||
| 000 X. Xxxxx Xxxxxx, Xxxxx 0000 | ||
| Chicago, IL 60601 | ||
| Attention: Xxxxx Xxxxxxxxxxx | ||
| Email: xxx@xxxx.xxx | ||
| and, in each case: | ||
| Blank Rome LLP | ||
| 0000 Xxxxxx xx xxx Xxxxxxxx | ||
| New York, NY 10020 | ||
| Attention: Xxxx X. Xxxxxxxx | ||
| Email: xxxx.xxxxxxxx@xxxxxxxxx.xxx | ||
| and if to the Company, shall be delivered to: | ||
| SuRo Capital Corp. | ||
| 000 Xxxxx Xxxxxx, 00xx Xxxxx | ||
| New York, NY 10019 | ||
| Attention: | ||
| Xxxx X. Xxxxx | ||
| Email: xxxxxx@xxxxxxx.xxx | ||
| Xxxxxxx Xxxxx | ||
| Email: xxxxxx@xxxxxxx.xxx | ||
| with a copy (which shall not constitute notice) to: | ||
| Xxxxxxxxx Xxxxxxxxxx (US) LLP | ||
| 000 Xxxxx Xxxxxx XX | ||
| Washington, DC 20001 | ||
| Attention: Xxxxx Xxxxxxxxxx, Esq. | ||
| Email: xxxxxxxxxxxxxxx@xxxxxxxxx-xxxxxxxxxx.xxx | ||
Each party may change such address for notices by sending to the other party to this Agreement written notice of a new address for such purpose. Each such notice or other communication shall be deemed given (i) when delivered personally or by verifiable facsimile transmission (with an original to follow) on or before 4:30 p.m., New York City time, on a Business Day or, if such day is not a Business Day, on the next succeeding Business Day, (ii) on the next Business Day after timely delivery to a nationally-recognized overnight courier and (iii) on the Business Day actually received if deposited in the U.S. mail (certified or registered mail, return receipt requested, postage prepaid). For purposes of this Agreement, “Business Day” shall mean any day on which the Exchange and commercial banks in the City of New York are open for business.
An electronic communication (“Electronic Notice”) shall be deemed written notice for purposes of this Section 13 if sent to the electronic mail address specified by the receiving party under separate cover. Electronic Notice shall be deemed received at the time the party sending Electronic Notice receives confirmation of receipt by the receiving party (other than pursuant to auto-reply). Any party receiving Electronic Notice may request and shall be entitled to receive the notice on paper, in a nonelectronic form (“Nonelectronic Notice”) which shall be sent to the requesting party within ten (10) days of receipt of the written request for Nonelectronic Notice.”
6. Except as set forth above, no other amendments to the Sales Agreement are intended by the parties thereto, are made, or shall be deemed to be made, pursuant to this Amendment, and all provisions of the Sales Agreement, including all exhibits thereto, unaffected by this Amendment shall remain in full force and effect.
7. Each capitalized term used but not defined herein shall have the meaning ascribed to such term in the Sales Agreement.
8. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument.
[Signature Page Follows.]
If the foregoing is in accordance with your understanding of our agreement, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between the Company and the Agents.
| Very truly yours, | ||
| SURO CAPITAL CORP. | ||
| By: | /s/ Xxxx Xxxxx | |
| Name: | Xxxx Xxxxx | |
| Title: | Chief Executive Officer and President | |
CONFIRMED AND ACCEPTED, as of
the date first above written:
BTIG, LLC
| By: | /s/ Xxxxxxx Xxxxxxx | |
| Name: | Xxxxxxx Xxxxxxx | |
| Title: | Managing Director |
CITIZENS JMP Securities, LLC
| By: | /s/ Xxxxx Xxxxxxx-Xxxxxxxxx | |
| Name: | Xxxxx Xxxxxxx-Xxxxxxxxx | |
| Title: | Managing Director |
LADENBURG XXXXXXXX & CO. INC.
| By: | /s/ Xxxxxxxx Xxxxxxx | |
| Name: | Xxxxxxxx Xxxxxxx | |
| Title: | Managing Director |
BARRINGTON RESEARCH ASSOCIATES, INC.
| By: | /s/ Xxxxx Xxxxxxxxxxx | |
| Name: | Xxxxx Xxxxxxxxxxx | |
| Title: | Senior Managing Director – Equity Capital Markets |
[Signature page to Amendment No. 2 to Equity Distribution Agreement]
