FIRST AMENDMENT TO STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • December 7th, 2007 • Corsair Capital LLC • Finance lessors • Delaware
THIS FIRST AMENDMENT TO STOCKHOLDERS’ AGREEMENT, dated as of August 22, 2005 (this “Amendment”), is entered into in connection with that certain Stockholders’ Agreement dated as of June 18, 2004 (as amended, supplemented, restated or replaced from time to time, the “Stockholders’ Agreement”), by and among NewStar Financial, Inc. a Delaware corporation (formerly known as Novus Capital, Inc.) (“the “Company”) and the other signatories thereto. Capitalized terms used but not defined herein shall have the meanings provided in the Stockholders’ Agreement.
VOTING AGREEMENTVoting Agreement • December 7th, 2007 • Corsair Capital LLC • Finance lessors • New York
This Voting Agreement (this “Agreement”) dated as of November 12, 2007, is made by and between NewStar Financial, Inc., a Delaware corporation (the “Company”), and the undersigned stockholder of the Company (the “Stockholder”).
NEWSTAR FINANCIAL, INC. THIRD AMENDMENT TO STOCKHOLDERS AGREEMENTStockholders Agreement • December 7th, 2007 • Corsair Capital LLC • Finance lessors
THIS THIRD AMENDMENT (this “Amendment”), entered into as of December 12, 2006 to the STOCKHOLDERS AGREEMENT entered into as of June 18, 2004, by and among NEWSTAR FINANCIAL, INC. (f/k/a Novus Capital, Inc.), a Delaware corporation (the “Corporation”) and the securityholders of the Corporation signatory thereto, as amended by the First Amendment to the Stockholders Agreement, dated August 22, 2005, and the Second Amendment to the Stockholders Agreement, dated June 5, 2006 (collectively, the “Agreement”). Capitalized terms used herein without definition shall have the meanings assigned thereto in the Agreement.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 7th, 2007 • Corsair Capital LLC • Finance lessors
This Registration Rights Agreement (this “Agreement”) is made and entered into as of November 12, 2007, by and among NewStar Financial, Inc., a Delaware corporation (the “Company”), and the several purchasers signatory hereto (each such purchaser, together with its affiliates, a “Holder” and collectively, the “Holders”).
Page ARTICLE 1 DEFINITIONS 1 SECTION 1.01. Definitions 1 ARTICLE 2 CORPORATE GOVERNANCE 9 SECTION 2.01. Composition of the Board 9 SECTION 2.02. Withdrawal and Removal 9 SECTION 2.03. Vacancies 10 SECTION 2.04. Charter or Bylaw Provisions 10 SECTION...Stockholders’ Agreement • December 7th, 2007 • Corsair Capital LLC • Finance lessors • Delaware
THIS STOCKHOLDERS’ AGREEMENT (this “Stockholders Agreement”) is entered into as of June 18, 2004, among Novus Capital, Inc., a Delaware corporation and successor by conversion of Novus Capital LLC, a Delaware limited liability company (the “Company”), and the securityholders listed on the signature pages hereto or who become a party to this Stockholders Agreement after the date hereof pursuant to the terms hereof (the “Stockholders”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 7th, 2007 • Corsair Capital LLC • Finance lessors • New York
This Securities Purchase Agreement is dated as of November 12, 2007, by and among NewStar Financial, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
NEWSTAR FINANCIAL, INC. SECOND AMENDMENT TO STOCKHOLDERS AGREEMENTStockholders Agreement • December 7th, 2007 • Corsair Capital LLC • Finance lessors
THIS SECOND AMENDMENT (this “Amendment”), entered into as of June 5, 2006 to the STOCKHOLDERS AGREEMENT entered into as of June 18, 2004, by and among NEWSTAR FINANCIAL, INC. (f/k/a Novus Capital, Inc.), a Delaware corporation (the “Corporation”) and the securityholders of the Corporation signatory thereto, as amended by the First Amendment to the Stockholders Agreement dated August 22, 2005 (collectively, the “Agreement”). Capitalized terms used herein without definition shall have the meanings assigned thereto in the Agreement.
NEWSTAR FINANCIAL, INC. FOURTH AMENDMENT TO STOCKHOLDERS AGREEMENTStockholders Agreement • December 7th, 2007 • Corsair Capital LLC • Finance lessors
THIS FOURTH AMENDMENT (this “Amendment”), entered into as of March 26, 2007 to the STOCKHOLDERS AGREEMENT entered into as of June 18, 2004, by and among NEWSTAR FINANCIAL, INC. (f/k/a Novus Capital, Inc.), a Delaware corporation (the “Corporation”) and the securityholders of the Corporation signatory thereto, as amended by the First Amendment to the Stockholders Agreement, dated August 22, 2005, the Second Amendment to the Stockholders Agreement, dated June 5, 2006 and the Third Amendment to the Stockholders Agreement, dated December 12, 2006 (collectively, the “Agreement”). Capitalized terms used herein without definition shall have the meanings assigned thereto in the Agreement.
JOINT FILING AGREEMENTJoint Filing Agreement • December 7th, 2007 • Corsair Capital LLC • Finance lessors
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the persons named below agrees to the joint filing of a Statement on Schedule 13D (including amendments thereto) with respect to the Common Stock, par value $0.01 par value per share, of NewStar Financial, Inc., a Delaware corporation, and further agrees that this Joint Filing Agreement be included as an exhibit to such filings provided that, as contemplated by Section 13d-1(k)(ii), no person shall be responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate. This Joint Filing Agreement may be executed in any number of counterparts, all of which together shall constitute one and the same instrument.
