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 Among Underwriters • September 16th, 2013 • 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 Mast
FUND ADMINISTRATION AND ACCOUNTING AGREEMENTFund Administration and Accounting Agreement • September 16th, 2013 • StoneCastle Financial Corp. • New York
THIS AGREEMENT is made as of September 5, 2013, by and between StoneCastle Financial Corp., a Delaware corporation (the “Fund”), and The Bank of New York Mellon, a New York banking organization (“BNY Mellon”).
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 AGREEMENT BETWEEN STONECASTLE FINANCIAL CORP. AND STONECASTLE ASSET MANAGEMENT LLCManagement Agreement • September 16th, 2013 • StoneCastle Financial Corp.
THIS MANAGEMENT AGREEMENT (the “Agreement”), dated [ ], 2013 (the “Effective Date”), is entered into between StoneCastle Financial Corp., a Delaware corporation (the “Company”) and StoneCastle Asset Management LLC, a Delaware limited liability company (the “Advisor”).
TRADEMARK LICENSE AGREEMENTTrademark License Agreement • September 16th, 2013 • StoneCastle Financial Corp. • New York
THIS TRADEMARK LICENSE AGREEMENT (“Agreement”) is made as of September , 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”).
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”).
Transfer Agency and Service Agreement Between StoneCastle Financial Corp. and Computershare Trust Company, N.A. and Computershare Inc.Transfer 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”).
