Re: Consulting AgreementConsulting Agreement • April 19th, 2023 • Beneficient Co Group, L.P. • Finance services • Texas
This letter (the “Agreement”) sets forth the principal terms and conditions under which Bruce W. Schnitzer (“you” or “Consultant”) has agreed to serve as a consultant to Beneficient, a Nevada corporation (“Beneficient”) and its subsidiaries, including Beneficient Company Holdings, L.P. (“Holdings”). This Agreement is effective as of , 2023 (the “Effective Date”) and replaces and supersedes, in accordance with the terms hereof, that certain letter agreement dated September 13, 2017 among Beneficient Management, LLC (“Ben Management”), Beneficient Management Group, LLC and Consultant (the “Prior Agreement”).
CONVERSION AND EXCHANGE AGREEMENTConversion and Exchange Agreement • April 19th, 2023 • Beneficient Co Group, L.P. • Finance services • Delaware
This Conversion and Exchange Agreement (the “Agreement”) is made as of _________, 2023, by and among Beneficient Company Holding, L.P., a Delaware limited partnership (“BCH”), The Beneficient Company Group, L. P., a Delaware limited partnership and the general partner of BCH (“BCG”), and Beneficient Holdings, Inc. (the “Holder”). BCH, BCG and Holder are each referred to as a “Party” and collectively as the “Parties.” Capitalized terms used herein but not defined herein have the meanings set forth in the Seventh Amended and Restated Limited Partnership Agreement of Beneficient Company Holdings, L.P. (as amended, the “BCH LPA”).
Re: Non-Employee Director AgreementNon-Employee Director Agreement • April 19th, 2023 • Beneficient Co Group, L.P. • Finance services • Texas
This letter (the “Agreement”) sets forth the principal terms and conditions under which you have agreed to serve as a director of Beneficient Management, LLC (“Management”), as a consultant to Beneficient Company Holdings, L.P. (“Holdings”) with the title of Senior Partner Director (“SPD”), and as a trustee of The Beneficient Company Trust (the “Trust”). This Agreement will become effective upon, and is contingent on, the occurrence of an initial “Buyer Assumption Date” for one or more “Sellers” (as such terms are defined in that certain Purchase and Sale Agreement between MHT Financial, L.L.C. and certain sellers thereto) by no later than January 15, 2018 (the “Contingency”). This Agreement will not become effective if the Contingency does not occur or if you notify me that the directors and officers liability insurance coverage for such positions is not acceptable to you at the time the Contingency occurs.
SECOND AMENDED AND RESTATED SERVICES AGREEMENTServices Agreement • April 19th, 2023 • Beneficient Co Group, L.P. • Finance services • Nevada
This Second Amended and Restated Services Agreement (this “Agreement”) is entered into by and between Bradley Capital Company, L.L.C., a Delaware limited liability company (“Provider”), Beneficient, a Nevada corporation (the “Company”), Beneficient Company Holdings, L.P., a Delaware limited partnership (“BCH”), and Beneficient Management Counselors, L.L.C., a Delaware limited liability company (“BMC”), and is effective as of [ ], 2023 (“Effective Date”). Provider, the Company, BCH and BMC are referred to collectively in this Agreement as the “Parties” and individually as a “Party.”
TERMINATION OF DIRECTOR AGREEMENTTermination of Director Agreement • April 19th, 2023 • Beneficient Co Group, L.P. • Finance services • Texas
THIS TERMINATION OF DIRECTOR AGREEMENT (this “Termination Agreement”) is made and entered into as of ____________, 2023, by and among Beneficient Management, L.L.C. (“Ben Management”), The Beneficient Company Group, L.P. (“BCG”), Beneficient Management Counselors, L.L.C. (“Counselors”), Beneficient Holdings, Inc. (“BHI”) and Derek L. Fletcher (the “Director,” and together with Ben Management, BCG, Counselors and BHI, the “Parties” and each, a “Party”).
CONVERSION AND EXCHANGE AGREEMENTConversion and Exchange Agreement • April 19th, 2023 • Beneficient Co Group, L.P. • Finance services • Delaware
This Conversion and Exchange Agreement (the “Agreement”) is made as of _________, 2023, by and among Beneficient Company Holding, L.P., a Delaware limited partnership (“BCH”), The Beneficient Company Group, L. P., a Delaware limited partnership and the general partner of BCH (“BCG”), and Bruce W. Schnitzer (the “Holder”). BCH, BCG and Holder are each referred to as a “Party” and collectively as the “Parties.” Capitalized terms used herein but not defined herein have the meanings set forth in the Seventh Amended and Restated Limited Partnership Agreement of Beneficient Company Holdings, L.P. (as amended, the “BCH LPA”).
AMENDMENT NO. 5 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • April 19th, 2023 • Beneficient Co Group, L.P. • Finance services • New York
SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of August 13, 2020, as amended as of March 10, 2021, June 28, 2021, November 3, 2021 (effective as of July 15, 2021), March 24, 2022 and February 15, 2023, among:
AMENDMENT NO. 5 TO SECOND AMENDED AND RESTATED SECOND LIEN CREDIT AGREEMENTSecond Amended and Restated Second Lien Credit Agreement • April 19th, 2023 • Beneficient Co Group, L.P. • Finance services • New York
THIS AMENDMENT NO. 5 TO SECOND AMENDED AND RESTATED SECOND LIEN CREDIT AGREEMENT (this “Amendment”), dated as of February 15, 2023 is entered into by and among BENEFICIENT COMPANY HOLDINGS, L.P. (the “Borrower”), THE BENEFICIENT COMPANY GROUP, L.P. (“Parent”), HCLP NOMINEES, L.L.C. (“HCLP”), as Lender under the Credit Agreement (as defined below) (in such capacity, the “Lender”) and as Senior Creditor and Subordinated Creditor under the Subordination Agreement (as defined in the Existing Credit Agreement), and acknowledged, ratified and agreed to by THE BENEFICIENT COMPANY GROUP (USA), L.L.C., a Delaware limited liability company (“BEN Company Group USA”), BEN LIQUIDITY, L.L.C., a Delaware limited liability company (“BEN Liquidity”), BENEFICIENT CAPITAL HOLDINGS, L.L.C., a Delaware limited liability company (“BEN Capital Holdings LLC”), BENEFICIENT CAPITAL COMPANY HOLDINGS, L.P., a Delaware limited partnership (“BEN Capital Holdings LP”), BENEFICIENT CAPITAL LENDING, L.L.C. (f/k/a Ben
INCENTIVE STOCK OPTION AGREEMENT UNDER THE BENEFICIENTIncentive Stock Option Agreement • April 19th, 2023 • Beneficient Co Group, L.P. • Finance services
Beneficient Management Counselors, L.L.C. Dallas, Texas 75201Director Agreement • April 19th, 2023 • Beneficient Co Group, L.P. • Finance services • Texas
This letter (the “Agreement”) sets forth the principal terms and conditions under which you have agreed to serve as a director of Beneficient Management, LLC (the “Company”), which serves as the General Partner of The Beneficient Company Group, L.P. (“Ben,” along with its subsidiaries, the “Ben Entities”), and as a trustee of The Beneficient Company Trust (the “Trust”). Your appointment as a director of the Company will be made by Beneficient Management Counselors, L.L.C. (“Beneficient,” along with certain of its affiliates, the “Beneficient Counselors Group”). This Agreement will become effective January 1, 2020.
RESTRICTED STOCK UNIT AWARD AGREEMENT UNDER THE BENEFICIENTRestricted Stock Unit Award Agreement • April 19th, 2023 • Beneficient Co Group, L.P. • Finance services
RESTRICTED STOCK AWARD AGREEMENT UNDER THE BENEFICIENTRestricted Stock Award Agreement • April 19th, 2023 • Beneficient Co Group, L.P. • Finance services
Beneficient Management Counselors, L.L.C. Dallas, Texas 75201Director Agreement • April 19th, 2023 • Beneficient Co Group, L.P. • Finance services • Texas
This letter (the “Agreement”) sets forth the principal terms and conditions under which you have agreed to serve as a director of Beneficient Management, L.L.C. (the “Company”), which serves as the General Partner of The Beneficient Company Group, L.P. (“Ben,” along with its subsidiaries, the “Ben Entities”), and as a trustee of The Beneficient Company Trust (the “Trust”). Your appointment as a director of the Company will be made by Beneficient Management Counselors, L.L.C. (“Beneficient Counselors,” along with certain of its affiliates, the “Beneficient Counselors Group”). This Agreement is effective as of November 29, 2021 (the “Effective Date”).
NONQUALIFIED STOCK OPTION AGREEMENT UNDER THE BENEFICIENTNonqualified Stock Option Agreement • April 19th, 2023 • Beneficient Co Group, L.P. • Finance services
TERMINATION OF NON-EMPLOYEE DIRECTOR AGREEMENTTermination of Non-Employee Director Agreement • April 19th, 2023 • Beneficient Co Group, L.P. • Finance services • Texas
THIS TERMINATION OF NON-EMPLOYEE DIRECTOR AGREEMENT (this “Termination Agreement”) is made and entered into as of ____________, 2023, by and among Beneficient Management, L.L.C. (“Ben Management”), The Beneficient Company Group, L.P. (“BCG”) and Emily Bowersock Hill (the “Director,” and together with Ben Management and BCG, the “Parties” and each, a “Party”).
Beneficient Management, L.L.C.Non-Employee Director Agreement • April 19th, 2023 • Beneficient Co Group, L.P. • Finance services • Texas
This letter (the “Agreement”) sets forth the principal terms and conditions under which you have agreed to serve as (i) a director of Beneficient Management, L.L.C. (the “Company”), which serves as the General Partner of The Beneficient Company Group, L.P. (“Ben,” along with its subsidiaries, the “Ben Entities”), (ii) a trustee of The Beneficient Company Trust (the “Trust”), (iii) a manager of Beneficient Fiduciary Financial, L.L.C. (“BFF”), a Kansas technology-enabled fiduciary financial institution and a Ben Entity, and (iv) a manager of Beneficient Insurance Company, L.L.C. (“BIC”), a technology-enabled fiduciary financial institution insurance company . Your appointment as a director of the Company will be made by the Nominating Committee (the “Nominating Committee”) of the Board of Directors of the Company (the “Company Board”). Your appointment as a manager of BFF will be made by The Beneficient Company Group (USA), L.L.C. (a Ben Entity), as the sole member of Beneficient Capital
