EXHIBIT 7.6
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November 12, 0000
Xxxxx Xxxxxx Partners, L.P.
000 Xxxx Xxxxxx Xxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxx X. Xxxxxx
Ladies and Gentlemen:
This letter agreement (the "Agreement") confirms our understanding that NewStar
Financial, Inc. (the "Company") has agreed, in connection with the purchase of
shares of the Company's Common Stock pursuant to that certain Securities
Purchase Agreement dated the date hereof by and among the Company, Union Square
Partners, L.P. ("USP") and the other purchasers identified on the signature
pages thereto (the "Purchase Agreement"), as follows:
1. That, subject to being deemed by the Company's Nominating and Corporate
Governance Committee or such other committee of the board charged with the
evaluation of candidates for election to the Company's Board of Directors
in effect from time to time (the "Nominating Committee") eligible to serve
as an independent director under applicable listing standards, the
Company's Board of Directors shall nominate one individual designated by
USP in the manner set forth in Section 3 below (the "USP Designee") for
election at the Company's annual meeting of stockholders (the "Designation
Right").
2. That the Designation Right shall terminate in the event that USP's
ownership, which share ownership shall not include any affiliates thereof
unless USP and such affiliate(s) have a written agreement that they have a
joint nomination right hereunder, of the Company's Common Stock declines
to below 51% of the percentage of the board represented by one nomination.
For the avoidance of doubt, assuming the Company's Board of Directors
continues to consist of eight (8) members, the Designation Right shall
cease in the even that USP's ownership falls below 6.37% of the Company's
outstanding Common Stock as reported in the Company's most recent SEC
Report.
3. USP shall submit in writing to the Company's Nominating Committee the USP
Designee on or before February 1 of each calendar year; it being
understood and agreed that Xxxxxxx X. Xxxxxx is currently the USP
Designee. It is further understood that (i) the USP Designee may not be an
individual other than Xxxxxxx X. Xxxxxx while Xx. Xxxxxx remains a member
of the Company's Board of Directors unless, after such other individual is
designated the USP Nominee in writing to the Company, the Company's
Nominating Committee independently nominates Xx. Xxxxxx and (ii) in the
event that the USP Designee is not Xx. Xxxxxx, Xxxxxx Spass, Xxx Xxxxx or
Xxxx Xxxxxxxx, such designee shall be subject to the approval of a
majority of the Company's Board of Directors, which approval shall not be
unreasonably withheld. In the event Xx. Xxxxxx is then a member of the
Nominating Committee, he shall recuse himself from such determination.
Capitalized terms used but not defined herein shall have the meaning ascribed to
such terms in the Purchase Agreement. After reviewing this Agreement, please
confirm that the foregoing is in accordance with your understanding by signing
and returning the duplicate of this letter attached hereto, whereupon it shall
be our binding Agreement.
Very truly yours,
NEWSTAR FINANCIAL, INC.
By: /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
Chief Executive Officer
Agreed to and Accepted
this 12th day of November 2007.
UNION SQUARE PARTNERS, L. P.
By: /s/ Xxxxx Xxxxxx
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Name: Xxxxx Xxxxxx
Title: General Counsel of Union
Square Partners GP, Ltd.,
its ultimate general partner
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