CONVERSION AND EXCHANGE AGREEMENTConversion and Exchange Agreement • June 8th, 2023 • Beneficient • Finance services • Delaware
This Conversion and Exchange Agreement (the “Agreement”) is made as of June 6, 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 Richard W. Fisher (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: Consulting AgreementBeneficient • June 8th, 2023 • Finance services • Texas
This letter (the “Agreement”) sets forth the principal terms and conditions under which Richard W. Fisher (“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 June 7, 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”).
SECOND AMENDED AND RESTATED SERVICES AGREEMENTSecond Amended and Restated Services Agreement • June 8th, 2023 • Beneficient • 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 June 7, 2023 (“Effective Date”). Provider, the Company, BCH and BMC are referred to collectively in this Agreement as the “Parties” and individually as a “Party.”
EIGHTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF BENEFICIENT COMPANY HOLDINGS, L.P. Dated as of June 7, 2023Limited Partnership Agreement • June 8th, 2023 • Beneficient • Finance services • Delaware
This EIGHTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT (this “Agreement”) of Beneficient Company Holdings, L.P. (the “Partnership”) is made as of the 7th day of June , 2023 (the “Effective Date”), by and among Beneficient Company Group, L.L.C., a limited liability company formed under the laws of the State of Delaware, as general partner, and the Limited Partners of the Partnership. Capitalized terms used and not otherwise defined have the meanings set forth in Section 1.01.
TERMINATION OF DIRECTOR AGREEMENTTermination of Director Agreement • June 8th, 2023 • Beneficient • Finance services • Texas
THIS TERMINATION OF DIRECTOR AGREEMENT (this “Termination Agreement”) is made and entered into as of June 6, 2023, 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 • June 8th, 2023 • Beneficient • Finance services • Delaware
This Conversion and Exchange Agreement (the “Agreement”) is made as of June 6, 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”).
FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF BENEFICIENT COMPANY GROUP, L.L.C. A Delaware Limited Liability CompanyLimited Liability Company Agreement • June 8th, 2023 • Beneficient • Finance services • Delaware
This First Amended and Restated Limited Liability Company Agreement of Beneficient Company Group, L.L.C., a Delaware limited liability company (the “Company”), is entered into effective as of June 6, 2023 (the “Effective Date”), by and between the Persons executing this Agreement as of the Effective Date as Members, and each other Person who becomes a Member of the Company and becomes a party to this Agreement.
CONSENT AND AMENDMENT NO. 6 TO SECOND AMENDED AND RESTATED SECOND LIEN CREDIT AGREEMENTCredit Agreement • June 8th, 2023 • Beneficient • Finance services
THIS CONSENT AND AMENDMENT NO. 6 TO SECOND AMENDED AND RESTATED SECOND LIEN CREDIT AGREEMENT (this “Amendment”), dated as of June 5, 2023 is entered into by and among BENEFICIENT COMPANY HOLDINGS, L.P. (the “Borrower”), THE BENEFICIENT COMPANY GROUP, L.P. (“Parent”), and 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).
STOCKHOLDERS AGREEMENT DATED AS OF JUNE 6, 2023 AMONG BENEFICIENT, BENEFICIENT HOLDINGS INC., HICKS HOLDINGS OPERATING, LLC AND BRUCE SCHNITZERStockholders Agreement • June 8th, 2023 • Beneficient • Finance services • Nevada
This Stockholders Agreement (as the same may be amended, supplemented, restated or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), dated as of June 6, 2023 is made and entered into by and among Beneficient, a Nevada corporation (the “Company”), Beneficient Holdings Inc. (“Class B Holder 1”), Hicks Holdings Operating, LLC (“Class B Holder 2”) and Bruce Schnitzer (“Class B Holder 3” and, together with Class B Holder 1 and Class B Holder 2, the “Class B Holders”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Business Combination Agreement (as defined below).
EXCHANGE AGREEMENTExchange Agreement • June 8th, 2023 • Beneficient • Finance services • Delaware
THIS EXCHANGE AGREEMENT (this “Agreement”), dated as of June 7, 2023, is entered into by and among Beneficient, a Nevada corporation (“Beneficient”), Beneficient Company Group, L.L.C., a Delaware limited liability company (“Ben LLC”) and Beneficient Company Holdings, L.P. (“BCH”).
REGISTRATION RIGHTS AGREEMENTBeneficient • June 8th, 2023 • Finance services
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of June 7, 2023, by and among (i) Beneficient, a Nevada corporation (the “Company”), successor by way of statutory conversion to The Beneficient Company Group, L.P., a Delaware limited partnership (“BCG”), (ii) Avalon Acquisition Holdings LLC (the “Avalon Sponsor”), (iii) the holders of Class B Common Stock, par value par value $0.001 per share, of the Company (the “Class B Common Stock”) immediately following the Mergers (as defined below) signatory hereto (the “Class B Holders”) and (iv) any current or future holder of interests in Beneficient Company Holdings, L.P., a Delaware limited partnership (“BCH”), or Beneficient Company Group, L.L.C., a Delaware limited liability company (“Ben LLC”), that hereafter becomes a party to this Agreement pursuant to Section 14(d) of this Agreement (together with the Avalon Sponsor and the Class B Holders, the “Investors”). The Company and the Investors are sometimes
Re: Consulting AgreementBeneficient • June 8th, 2023 • 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 June 7, 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”).
AMENDMENT TO WARRANT AGREEMENTWarrant Agreement • June 8th, 2023 • Beneficient • Finance services
THIS AMENDMENT TO WARRANT AGREEMENT (this “Amendment”) is made and entered into as of June 7, 2023, by and among (i) Avalon Acquisition Inc., a Delaware corporation (the “SPAC”), (ii) Beneficient, a Nevada corporation, (successor by way of statutory conversion to The Beneficient Company Group, L.P., a Delaware limited partnership (“BCG”)) (the “Company”), and (iii) Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Agent”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Warrant Agreement (as defined below) (and if such term is not defined in the Warrant Agreement, then the Business Combination Agreement (as defined below)).
FORM OF BENEFICIENT LEGACY HOLDER LOCK-UP AGREEMENTLock-Up Agreement • June 8th, 2023 • Beneficient • Finance services • Delaware
THIS BENEFICIENT LEGACY HOLDER LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of June 7, 2023, by and between (i) Beneficient (the “Company”) and (ii) the undersigned (“Holder”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Business Combination Agreement, as hereinafter defined.
TERMINATION OF NON-EMPLOYEE DIRECTOR AGREEMENTTermination of Non-Employee Director Agreement • June 8th, 2023 • Beneficient • Finance services • Texas
THIS TERMINATION OF NON-EMPLOYEE DIRECTOR AGREEMENT (this “Termination Agreement”) is made and entered into as of June 6, 2023, by and among Beneficient Management, L.L.C. (“Ben Management”), The Beneficient Company Group, L.P. (“BCG”) and Emily B. Hill (the “Director,” and together with Ben Management and BCG, the “Parties” and each, a “Party”).
