FORM OF TAX RECEIVABLE AGREEMENTTax Receivable Agreement • September 22nd, 2014 • Fifth Street Asset Management Inc. • Investment advice • New York
This TAX RECEIVABLE AGREEMENT (as amended from time to time, this “Agreement”), dated as of September , 2014, is hereby entered into by and among Fifth Street Asset Management Inc. (the “Corporation”), Fifth Street Holdings L.P., (“Holdings”), Leonard M. Tannenbaum, Bernard D. Berman and Ivelin M. Dimitrov.
SECOND AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT BETWEEN FIFTH STREET FINANCE CORP. AND FIFTH STREET MANAGEMENT LLCInvestment Advisory Agreement • September 22nd, 2014 • Fifth Street Asset Management Inc. • Investment advice • New York
This Second Amended and Restated Investment Advisory Agreement (this “Agreement”) made this 2nd day of May 2011, by and between FIFTH STREET FINANCE CORP., a Delaware corporation (the “Company”), and FIFTH STREET MANAGEMENT LLC, a Delaware limited liability company (the “Adviser”).
FORM OF REGISTRATION RIGHTS AGREEMENT OF FIFTH STREET ASSET MANAGEMENT INC. Dated as of [_________], 2014Registration Rights Agreement • September 22nd, 2014 • Fifth Street Asset Management Inc. • Investment advice • Delaware
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is made and entered into as of [_______], 2014, by and among Fifth Street Asset Management Inc., a Delaware corporation (together with any successors thereto, the “Company”), and the Covered Persons (defined below) from time to time party hereto.
FORM OF AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF FIFTH STREET HOLDINGS L.P. Dated as of ________, 2014Limited Partnership Agreement • September 22nd, 2014 • Fifth Street Asset Management Inc. • Investment advice • Delaware
This AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT (this “Agreement”) of Fifth Street Holdings L.P. (the “Partnership”) is made as of the ____ day of________________, 2014, by and among Fifth Street Asset Management, Inc., a corporation formed under the laws of the State of Delaware (“FSAM”), as general partner, and the Limited Partners (as defined herein) of the Partnership.
FORM OF EXCHANGE AGREEMENTExchange Agreement • September 22nd, 2014 • Fifth Street Asset Management Inc. • Investment advice • Delaware
EXCHANGE AGREEMENT (the “Agreement”), dated as of _______, 2014, among Fifth Street Asset Management Inc. (the “Issuer”), Fifth Street Holdings L.P. (“Holdings”), and the limited partners of Holdings from time to time party hereto (the “Limited Partners”).
INVESTMENT ADVISORY AGREEMENT BETWEEN FIFTH STREET SENIOR FLOATING RATE CORP. AND FIFTH STREET MANAGEMENT LLCInvestment Advisory Agreement • September 22nd, 2014 • Fifth Street Asset Management Inc. • Investment advice • New York
This Investment Advisory Agreement (this “Agreement”) made this 27th day of June, 2013, by and between FIFTH STREET SENIOR FLOATING RATE CORP., a Delaware corporation (the “Company”), and FIFTH STREET MANAGEMENT LLC, a Delaware limited liability company (the “Adviser”).
CONTRIBUTION AGREEMENTContribution Agreement • September 22nd, 2014 • Fifth Street Asset Management Inc. • Investment advice • Delaware
This Contribution Agreement (this “Agreement”) is entered into as of September 17, 2014 by and among Fifth Street Holdings L.P., a Delaware limited partnership (the “Partnership”) and each of the individuals and entities listed as a “Transferor” on the signature pages hereto (each a “Transferor” and collectively, the “Transferors”).
CONTRIBUTION AGREEMENTContribution Agreement • September 22nd, 2014 • Fifth Street Asset Management Inc. • Investment advice • Delaware
This Contribution Agreement (this “Agreement”) is entered into as of September 17, 2014 by and among Fifth Street Holdings L.P., a Delaware limited partnership (the “Partnership”), each of the individuals and entities listed as a “Transferor” on the signature pages hereto (each a “Transferor” and collectively, the “Transferors”) and each of the individuals listed as a “Call Holder” on the signature pages hereto.
CONTRIBUTION AGREEMENTContribution Agreement • September 22nd, 2014 • Fifth Street Asset Management Inc. • Investment advice • Delaware
This Contribution Agreement (this “Agreement”) is entered into as of September 17, 2014 by and among Fifth Street Holdings L.P., a Delaware limited partnership (the “Partnership”) and Alexander C. Frank (the “Transferor”).
