Exhibit 10.4


 


FORM OF

 


EXCHANGE AGREEMENT


 


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”).


 


WHEREAS, the parties hereto desire to provide
the Limited Partners the right to exchange Class A Units of Holdings for Class A common stock of the Issuer, on the terms and subject
to the conditions set forth herein;


 


NOW, THEREFORE, in consideration of the
mutual covenants and undertakings contained herein and for good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto hereby agree as follows:


 


Article
I


 


DEFINITIONS


 


Section
1.1.          Definitions.


 


The following definitions shall be for all
purposes, unless otherwise clearly indicated to the contrary, applied to the terms used in this Agreement.


 


“Affiliate” means, with
respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with such Person.
For the purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,”
“controlled by” and “under common control with”), as used with respect to any Person, means either or both
of (a) ownership, directly or indirectly, of a majority of the voting or economic equity interest of such Person and/or (b) the
possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person,
whether through the ownership of voting securities, by agreement or otherwise.


 


“Agreement” has the meaning
set forth in the preamble of this Agreement.


 


“Business Day” means
each day that is not a Saturday, Sunday or other day on which banking institutions in New York, New York are authorized or required
by law to close.


 


“Change of Control Exchange”
has the meaning set forth in Section 2.1(a)(iv) of this Agreement.


 


“Change of Control Exchange Notice”
has the meaning set forth in Section 2.1(a)(iv) of this Agreement.


 


“Change of Control Transaction”
means (a) any sale, transfer or issuance or series of related sales, transfers and/or issuances of equity securities of Holdings
to a party other than the Issuer or a Person who is an Affiliate of Holdings or the Issuer as of the date hereof which results
in any Person or group of Persons (as the term “group” is used under the Securities Exchange Act of 1934) owning a
majority of the limited partnership or general partnership interests of Holdings, (b) any sale, transfer or issuance or series
of related sales, transfers and/or issuances of equity securities of the Issuer to a party other than a Person who is an Affiliate
of Holdings or the Issuer as of the date hereof which results in any Person or group of Persons (as the term “group”
is used under the Securities Exchange Act of 1934) possessing the voting power (under ordinary circumstances) to elect a majority
of the Board of Directors of the Issuer, and (c) any direct or indirect sale or transfer of all or substantially all of the assets
of Holdings or the Issuer in any transaction or series of related transactions.


 




    	 



    	 



    

 


“Class A Common Share”
means a share of Class A Common Stock, par value $0.01, of the Issuer.


 


“Class B Common Share”
means a share of Class B Common Stock, par value $0.01, of the Issuer.


 


“Class B Partner” means
any limited partner of Holdings that owns, or the direct or indirect owner of which owns, Class B Common Shares at the time of
an Exchange by such limited partner.


 


“Code” means the Internal
Revenue Code of 1986, as amended.


 


“Contribution
Agreements” means those certain Contribution Agreements dated September 17, 2014 by and between Holdings and the
Limited Partners pursuant to which, inter alia, such Limited Partners contributed their membership interests of Fifth
Street Management LLC to Holdings in exchange for Partnership Units.


 


“Dispute” has the meaning
set forth in Section 3.9(a) of this Agreement.


 


“Exchange” has the meaning
set forth in Section 2.1(a)(i) of this Agreement.


 


“Exchange Rate” means
the number of Class A Common Shares for which a Partnership Unit is entitled to be exchanged. On the date of this Agreement, the
Exchange Rate shall be 1-for-1, which Exchange Rate shall be subject to modification only as provided in Section 2.4.


 


“Fifth Street Parties”
means, collectively, the Issuer and Holdings.


 


“First Quarterly Exchange Date”
means the first Quarterly Exchange Date following the second anniversary of the closing of the IPO.


 


“IPO” means the initial
public offering and sale of Class A Common Shares, as contemplated by the Issuer’s Registration Statement on Form S-1 (File
No. 333-198613).


 


“Issuer Governing Documents”
means, collectively, the Amended and Restated Certificate of Incorporation and Bylaws of the Issuer, as such documents may be amended,
supplemented or restated from time to time.


 


“Liens” means any and
all liens, charges, security interests, options, claims, mortgages, pledges, proxies, voting trusts or agreements, obligations,
understandings or arrangements or other restrictions on title or transfer of any nature whatsoever.


 


“Partnership Agreement”
means, the Amended and Restated Limited Partnership Agreement of Holdings, as it may be amended, supplemented or restated from
time to time.


 


“Partnership Units” means
the Class A Units of Holdings, as issued pursuant to and described in the Partnership Agreement.


 




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“Person” means an individual
or a corporation, limited liability company, partnership, joint venture, trust, estate, unincorporated organization, association
(including any group, organization, co-tenancy, plan, board, council or committee), government (including a country, state, county,
or any other governmental or political subdivision, agency or instrumentality thereof) or other entity (or series thereof).


 


“Permitted Transferee”
has the meaning set forth in Section 3.1 of this Agreement.


 


“Principals” means Leonard
M. Tannenbaum, Bernard D. Berman, FSC CT II, Inc., Tannenbaum Family 2012 Trust and Bernard D. Berman 2012 Trust.


 


“Quarter” means, unless
the context requires otherwise, a fiscal quarter of the Issuer.


 


“Quarterly Exchange Date”
means, unless the Issuer cancels such Quarterly Exchange Date pursuant to Section 2.7 hereof, the date that is the later to occur
of either: (a) the second Business Day after the date on which the Issuer makes a public news release of its quarterly earnings
for the prior Quarter, (b) the first day of each Quarter on which directors and executive officers of the Issuer are permitted
to trade under the applicable policies of the Issuer related to trading by directors and executive officers or (c) such other date
as the Issuer shall determine in its sole discretion. At least seventy-five (75) days prior to each Quarterly Exchange Date, the
Issuer will provide notice thereof to each Limited Partner eligible to Exchange Partnership Units for Class A Common Shares on
such Quarterly Exchange Date. There shall not be a Quarterly Exchange Date prior to the First Quarterly Exchange Date.


 


“Sale Transaction” has
the meaning set forth in Section 2.7 of this Agreement.


 


“Securities Act” has
the meaning set forth in Section 2.3 of this Agreement.


 


“Transfer Agent” means
such bank, trust company or other Person as shall be appointed from time to time by the Issuer pursuant to the Issuer Governing
Documents to act as registrar and transfer agent for the Class A Common Shares.


 


“Vested Partnership Units”
means those Partnership Units listed as “Vested Units” in the books and records of Holdings.


 


Article
II


 


EXCHANGE OF PARTNERSHIP UNITS


 


Section
2.1.          Exchange of Partnership
Units.


 


(a)          (i)
Subject to adjustment as provided in Section 2.4 hereof and to the provisions of the Partnership Agreement, the Contribution Agreements
and the Issuer Governing Documents, each Limited Partner shall be entitled, on any Quarterly Exchange Date commencing with the
First Quarterly Exchange Date, to sell, exchange and transfer Vested Partnership Units to the Issuer in exchange for the issuance
and delivery by the Issuer of a number of Class A Common Shares equal to the product of such number of Vested Partnership Units
surrendered multiplied by the Exchange Rate (an “Exchange”); provided that any such Exchange is for a
minimum of the lesser of 100 Vested Partnership Units or all of the Vested Partnership Units held by such Limited Partner that
are then permitted under the Partnership Agreement to be exchanged by such Limited Partner.


 




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(ii)         Notwithstanding
anything to the contrary herein, upon the occurrence of a Dissolution Event (as defined in the Partnership Agreement) of Holdings,
each Limited Partner shall be entitled, upon the terms and subject to the conditions hereof, to elect to Exchange Vested Partnership
Units for Class A Common Shares; provided, that any such Exchange pursuant to this sentence shall be effective immediately
prior to the effectiveness of the dissolution of Holdings (and, for the avoidance of doubt, shall not be effective if such dissolution
is not effective).


 


(iii)        Notwithstanding
anything to the contrary herein, other than in connection with a Change of Control Transaction, no Limited Partner shall Exchange
in any twelve month period commencing on the second anniversary of the closing of the IPO and measured from the date of each following
anniversary of the closing of the IPO a number of Vested Partnership Units that is greater than (A) 20% of the Partnership Units
owned by such Limited Partner immediately following the IPO (excluding any Partnership Units sold to the Issuer in connection with
the IPO) plus (B) (x) the aggregate number of Vested Partnership Units such Limited Partner was entitled to Exchange prior
to the measurement thereof minus (y) the aggregate number of Vested Partnership Units such Limited Partner Exchanged prior
to the measurement thereof. 


 


(iv)        Notwithstanding
anything to the contrary herein, in connection with a Change of Control Transaction, the Issuer and the Partnership may (in their
sole discretion) cause all Vested Partnership Interests to be Exchanged (a “Change of Control Exchange”). The
Issuer and the Partnership may cause a Change of Control Exchange by providing written notice to each of the Limited Partners (the
“Change of Control Exchange Notice”). The Change of Control Exchange shall be effective on the date of the Change
of Control Exchange Notice, and upon such Change of Control Exchange each of the Limited Partners’ Vested Partnership Interests
shall be automatically, and without any further action on the part of the Limited Partners, exchanged for a number of Class A Common
Shares equal to the number of Vested Partnership Interests held by such Limited Partner multiplied by the Exchange Rate.


 


(b)          On
the date Vested Partnership Units are Exchanged, all rights of the exchanging Limited Partner as holder of such Partnership Units
shall cease, and such exchanging Limited Partner shall be treated for all purposes as having been issued Class A Common Shares
subject to such Exchange.


 


(c)          For
the avoidance of doubt, any Exchange of Vested Partnership Units shall be subject to the applicable provisions of the Partnership
Agreement and Contribution Agreements.


 


Section
2.2.          Exchange Procedures.



 


(a) A Limited Partner may exercise the
right to Exchange Vested Partnership Units set forth in Section 2.1(a) above by providing a written notice of exchange at least
sixty (60) days prior to the applicable Quarterly Exchange Date to each of Holdings and the Issuer substantially in the form of
Exhibit A hereto, duly executed by such Limited Partner or such Limited Partner’s duly authorized attorney in respect
of the Vested Partnership Units to be exchanged, in each case delivered during normal business hours at the principal executive
offices of Holdings and the Issuer.


 


(b)          As
promptly as practicable following the election to Exchange Vested Partnership Units in the manner provided in this Article II,
the Issuer shall issue and deliver or cause to be delivered at the offices of the then-acting Transfer Agent or, if there is no
then-acting Transfer Agent, at the principal executive offices of the Issuer, the number of Class A Common Shares issuable upon
such Exchange, registered in the name of such exchanging Limited Partner, or its nominee. To the extent the Class A Common Shares
are settled through the facilities of The Depository Trust Company, the Issuer will, subject to Section 2.2(c) below, upon the
written instruction of the exchanging Limited Partner deliver the Class A Common Shares deliverable to such exchanging Limited
Partner, through the facilities of The Depository Trust Company, to the account of the participant of The Depository Trust Company
designated by such exchanging Limited Partner. 


 




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(c)          The
Issuer and Holdings on the one hand, and each exchanging Limited Partner, on the other hand, shall bear their own expenses in connection
with the consummation of any Exchange, whether or not any such Exchange is ultimately consummated, except that Holdings shall bear
any transfer taxes, stamp taxes or duties, or other similar taxes in connection with, or arising by reason of, any such Exchange;
provided, however, that if any Class A Common Shares are to be delivered in a name other than that of the exchanging Limited
Partner that requested such Exchange (other than in the name of The Depository Trust Company or its nominee), then such Limited
Partner and/or the person in whose name such Class A Common Shares are to be delivered shall pay to Holdings the amount of any
transfer taxes, stamp taxes or duties, or other similar taxes in connection with, or arising by reason of, such Exchange or shall
establish to the reasonable satisfaction of Holdings that such tax has been paid or is not payable.


 


(d)          The
Issuer may adopt reasonable procedures for the implementation of the Exchange provisions set forth in this Article II, including,
without limitation, procedures for the giving of notice of an election for Exchange. A Limited Partner may not revoke a notice
of Exchange delivered pursuant to Section 2.2(a) above, without the consent of Issuer, which consent may be provided or withheld,
or made subject to such conditions, limitations or restrictions, as determined by Issuer in its sole discretion. Such determinations
need not be uniform and may be made selectively among Limited Partners, whether or not such Limited Partners are similarly situated.


 


Section
2.3.          Limitations on Exchanges.
Notwithstanding anything to the contrary, a Limited Partner shall not be entitled to Exchange Vested Partnership Units, and the
Issuer and Holdings shall have the right to refuse to honor any request for Exchange of Partnership Units, at any time or during
any period if the Issuer or Holdings shall determine, that such exchange (i) would be prohibited by law or regulation (including,
without limitation, the unavailability of any requisite registration statement filed under the Securities Act of 1933, as amended
(the “Securities Act”) or any exemption from the registration requirements thereunder), or (ii) would not be
permitted under any other agreements with Holdings, the Issuer or any of their subsidiaries to which such exchanging Limited Partner
may be party (including, without limitation, the Partnership Agreement) or any written policies of the Issuer related to unlawful
or inappropriate trading applicable to its directors, officers or other personnel. No Exchange shall be permitted (and, if attempted,
shall be void ab initio) if, in the good faith determination of Holdings, such Exchange would pose a material risk that
Holdings would be a “publicly traded partnership” as defined in Section 7704 of the Code. No Limited Partner may
Exchange Unvested Units (as defined in the Partnership Agreement).


 


Section
2.4.          Splits, Distributions and
Reclassifications. The Exchange Rate shall be adjusted accordingly if there is: (i) any subdivision (by any unit split, unit
distribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse unit split, reclassification,
reorganization, recapitalization or otherwise) of the Partnership Units that is not accompanied by an identical subdivision or
combination of the Class A Common Shares; or (ii) any subdivision (by any stock split, stock distribution or dividend, reclassification,
reorganization, recapitalization or otherwise) or combination (by reverse stock split, reclassification, reorganization, recapitalization
or otherwise) of the Class A Common Shares that is not accompanied by an identical subdivision or combination of the Partnership
Units. If there is any reclassification, reorganization, recapitalization or other similar transaction in which the Class A Common
Shares are converted or changed into another security, securities or other property, then upon any Exchange, an exchanging Limited
Partner shall be entitled to receive the amount of such security, securities or other property that such exchanging Limited Partner
would have received if such Exchange had occurred immediately prior to the effective date of such reclassification, reorganization,
recapitalization or other similar transaction, taking into account any adjustment as a result of any subdivision (by any split,
distribution or dividend, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse split, reclassification,
recapitalization or otherwise) of such security, securities or other property that occurs after the effective time of such reclassification,
reorganization, recapitalization or other similar transaction. Except as may be required in the immediately preceding sentence,
no adjustments in respect of distributions shall be made upon the Exchange of any Vested Partnership Unit.


 




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Section
2.5.          Class A Common Shares to
be Issued.


 


(a)          The
Issuer covenants that all Class A Common Shares issued upon an Exchange will be validly issued. Nothing contained herein shall
be construed to preclude the Issuer or Holdings from satisfying their obligations in respect of the exchange of the Partnership
Units by delivery of Class A Common Shares which are held in the treasury of the Issuer, Holdings or any of their subsidiaries.
The Issuer covenants to keep authorized and unissued a sufficient number of Class A Common Shares to effect the Exchange of all
of the Partnership Units issued and outstanding.


 


(b)          The
Issuer and Holdings covenant and agree that, to the extent that a registration statement under the Securities Act is effective
and available for Class A Common Shares to be delivered with respect to any Exchange, Class A Common Shares that have been registered
under the Securities Act shall be delivered in respect of such Exchange. In the event that any Exchange in accordance with this
Agreement is to be effected at a time when any required registration has not become effective or otherwise is unavailable, upon
the request and with the reasonable cooperation of the exchanging Limited Partners requesting such Exchange, the Issuer and Holdings
shall promptly facilitate such Exchange pursuant to any reasonably available exemption from such registration requirements. The
Issuer shall list the Class A Common Shares required to be delivered upon exchange prior to such delivery upon each national securities
exchange or inter-dealer quotation system upon which the outstanding Class A Common Shares may be listed or traded at the time
of such delivery.


 


Section
2.6.          Restrictions. The provisions
of Sections 8.03 of the Partnership Agreement shall apply in the aggregate to Partnership Units and Class A Common Shares received
in exchange for Partnership Units held by each Limited Partner.


 


Section
2.7.          Subsequent Offerings.
Issuer may from time to time provide the opportunity for Limited Partners to sell for cash their Vested Partnership Units to Issuer,
Holdings or any of their subsidiaries (a “Sale Transaction”) on terms no more beneficial than an Exchange; provided
that no Sale Transaction shall occur unless Issuer cancels the nearest Quarterly Exchange Date scheduled to occur in the same fiscal
year of Issuer as such Sale Transaction. A Limited Partner selling Partnership Units in connection with a Sale Transaction must
provide notice to Issuer at least sixty (60) days prior to the cash settlement of such Sale Transaction in respect of the Partnership
Units to be sold, in each case delivered during normal business hours at the principal executive offices of Issuer. For the avoidance
of doubt, the total aggregate number of Quarterly Exchange Dates and Sale Transactions occurring during any fiscal year of Issuer
shall not exceed four (4).


 


Section
2.8.          Cancellation of Class B
Common Shares. An Exchanging Class B Partner shall submit or cause to be submitted to the Issuer for cancellation one Class
B Common Share for each Vested Partnership Unit Exchanged by such Class B Partner pursuant to this Agreement. Such Class B Common
Shares shall be cancelled and terminated by the Issuer effective upon issuance of Class A Common Shares in the applicable Exchange.



 




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Article
III


 


GENERAL PROVISIONS


 


Section
3.1.          Additional Limited Partners.
To the extent a Limited Partner validly transfers any or all of such holder’s Partnership Units to another person in a transaction
in accordance with, and not in contravention of, the Partnership Agreement or any other agreement or agreements with the Issuer,
Holdings or any of their subsidiaries to which a transferring Limited Partner may be party, then such transferee (each, a “Permitted
Transferee”) shall have the right to execute and deliver a joinder to this Agreement, substantially in the form of Exhibit
B hereto, whereupon such Permitted Transferee shall become a Limited Partner hereunder. To the extent Holdings issues Partnership
Units in the future, Holdings shall be entitled, in its sole discretion, to make any holder of such Partnership Units a Limited
Partner hereunder through such holder’s execution and delivery of a joinder to this Agreement, substantially in the form
of Exhibit B hereto.


 


Section
3.2.          Amendment. (a) The
provisions of this Agreement may be amended, modified or waived at any time in writing by agreement of Holdings, the Issuer and
Limited Partners holding a majority of the Partnership Units held by the Limited Partners at such time without the approval or
consent of any other party; provided, that if any such amendment, modification or waiver would adversely affect in any material
respect any Limited Partner relative to all Limited Partners as a group, such amendment, modification or waiver shall also require
the written consent of the Limited Partners holding a majority of the Partnership Units held by the Limited Partners so adversely
affected.


 


(b)          Each
Limited Partner hereby expressly consents and agrees that, whenever in this Agreement it is specified that an action may be taken
upon the affirmative vote or written consent of less than all of the Limited Partners, such action may be so taken upon the concurrence
of less than all of the Limited Partners and each Limited Partner shall be bound by the results of such action.


 


Section
3.3.          Addresses and Notices.
All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be
deemed to have been duly given upon receipt) by delivery in person, by courier service, by fax, by electronic mail (delivery receipt
requested) or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties at the following
addresses (or at such other address for a party as shall be as specified in a notice given in accordance with this Section 3.3):


 


If to either Fifth Street Party,
to it at:


 


777 West Putnam Avenue, 3rd Floor


Greenwich, CT 06830


Attention: Leonard M. Tannenbaum


Bernard D. Berman


Electronic Mail: 





 


Holdings shall forward any such communication to a Limited Partner
to the applicable Limited Partner’s address, email address or facsimile number as shown in the books and records of Holdings.


 




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Section
3.4.          Further Action. The
parties shall execute and deliver all documents, provide all information and take or refrain from taking action as may be necessary
or appropriate to achieve the purposes of this Agreement.


 


Section
3.5.          Binding Effect. This
Agreement shall be binding upon and inure to the benefit of all of the parties and, to the extent permitted by this Agreement,
their successors, executors, administrators, heirs, legal representatives and assigns.


 


Section
3.6.          Severability. If any
term or other provision of this Agreement is held to be invalid, illegal or incapable of being enforced by any rule of law, or
public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long
as the economic or legal substance of the transactions is not affected in any manner materially adverse to any party. Upon a determination
that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good
faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable
manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.


 


Section
3.7.          Integration. This Agreement
constitutes the entire agreement among the parties hereto pertaining to the subject matter hereof and supersedes all prior agreements
and understandings pertaining thereto.


 


Section
3.8.          Waiver. No failure
by any party to insist upon the strict performance of any covenant, duty, agreement or condition of this Agreement or to exercise
any right or remedy consequent upon a breach thereof shall constitute waiver of any such breach of any other covenant, duty, agreement
or condition.


 


Section
3.9.          Dispute Resolution.


 


(a)          Each
party hereto (i) irrevocably agrees that any and all disputes which cannot be settled amicably, including any ancillary claims
of any party, arising out of, relating to or in connection with the validity, negotiation, execution, interpretation, performance
or non-performance of this Agreement (including the validity, scope and enforceability of this arbitration provision) (a “Dispute”)
shall be finally settled by arbitration conducted by three arbitrators (or, in the event the amount of quantified claims and/or
estimated monetary value of other claims contained in the applicable request for arbitration is less than $3.0 million, by a sole
arbitrator) in the Borough of Manhattan, New York City in accordance with the Rules of Arbitration of the International Chamber
of Commerce (including the rules relating to costs and fees) existing on the date of this Agreement except to the extent those
rules are inconsistent with the terms of this Section 3.9, and that such arbitration shall be the exclusive manner pursuant to
which any Dispute shall be resolved; (ii) agrees that this Agreement involves commerce and is governed by the Federal Arbitration
Act, 9 U.S.C. Section 1, et seq., and any applicable treaties governing the recognition and enforcement of international arbitration
agreements and awards; (iii) agrees to take all steps necessary or advisable, including the execution of documents to be filed
with the International Court of Arbitration or the International Centre for ADR in order to properly submit any Dispute for arbitration
pursuant to this Section 3.9; (iv) irrevocably waives, to the fullest extent permitted by law, any objection it may have or hereafter
have to the submission of any Dispute for arbitration pursuant to this Section 3.9 and any right to lay claim to jurisdiction in
any venue; (v) agrees that (A) the arbitrator(s) shall be U.S. lawyers, U.S. law professors and/or retired U.S. judges and all
arbitrators, including the president of the arbitral tribunal, may be U.S. nationals and (B) the arbitrator(s) shall conduct the
proceedings in the English language; (vi) agrees that except as required by law or as may be reasonably required in connection
with ancillary judicial proceedings to compel arbitration, to obtain temporary or preliminary judicial relief in aid of arbitration,
or to confirm or challenge an arbitration award, the arbitration proceedings, including any hearings, shall be confidential, and
the parties shall not disclose any awards, any materials in the proceedings created for the purpose of the arbitration, or any
documents produced by another party in the proceedings not otherwise in the public domain; and (vii) agrees that performance under
this Agreement shall continue if reasonably possible during any arbitration proceedings.


 




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(b)          Notwithstanding
the provisions of paragraph (a), each party hereto may bring an action or special proceeding for the purpose of compelling a party
to arbitrate, seeking temporary or preliminary relief in aid of an arbitration hereunder, or enforcing an arbitration award and,
for the purposes of this paragraph (b), each party hereto (i) irrevocably agrees that any such action or special proceeding shall
be exclusively brought in the Court of Chancery of the State of Delaware or, if such court does not have subject matter jurisdiction
thereof, any other court located in the State of Delaware with subject matter jurisdiction; (ii) irrevocably submits to the exclusive
jurisdiction of such courts in connection with any such action or special proceeding; (iii) irrevocably agrees not to, and waives
any right to, assert in any such action or special proceeding that (A) it is not personally subject to the jurisdiction of such
courts or any other court to which proceedings in such courts may be appealed, (B) such action or special proceeding is brought
in an inconvenient forum, or (C) the venue of such action or special proceeding is improper; (iv) expressly waives any requirement
for the posting of a bond by a party bringing such action or special proceeding; (v) consents to process being served in any such
action or special proceeding by mailing, certified mail, return receipt requested, a copy thereof to such party at the address
in effect for notices hereunder, and agrees that such service shall constitute good and sufficient service of process and notice
thereof; provided that nothing in clause (v) hereof shall affect or limit any right to serve process in any other manner permitted
by law; (vi) irrevocably waives any and all right to trial by jury in any such claim, suit, action or proceeding; and (vii) agrees
that proof shall not be required that monetary damages for breach of the provisions of this Agreement would be difficult to calculate
and that remedies at law would be inadequate.


 


(c)          If
the arbitrator(s) shall determine that any Dispute is not subject to arbitration, or the arbitrator(s) or any court or tribunal
of competent jurisdiction shall refuse to enforce Section 3.9(a) or shall determine that any Dispute is not subject to arbitration
as contemplated thereby, then, and only then, shall the alternative provisions of this Section 3.9(c) be applicable. Each party
hereto, to the fullest extent permitted by law, (i) irrevocably agrees that any Dispute shall be exclusively brought in the Court
of Chancery of the State of Delaware or, if such court does not have subject matter jurisdiction thereof, any other court located
in the State of Delaware with subject matter jurisdiction; (ii) irrevocably submits to the exclusive jurisdiction of such courts
in connection with any such claim, suit, action or proceeding; (iii) irrevocably agrees not to, and waives any right to, assert
in any such claim, suit, action or proceeding that (A) it is not personally subject to the jurisdiction of such courts or any other
court to which proceedings in such courts may be appealed, (B) such claim, suit, action or proceeding is brought in an inconvenient
forum, or (C) the venue of such claim, suit, action or proceeding is improper; (iv) expressly waives any requirement for the posting
of a bond by a party bringing such claim, suit, action or proceeding; (v) consents to process being served in any such claim, suit,
action or proceeding by mailing, certified mail, return receipt requested, a copy thereof to such party at the address in effect
for notices hereunder, and agrees that such service shall constitute good and sufficient service of process and notice thereof;
provided that nothing in clause (v) hereof shall affect or limit any right to serve process in any other manner permitted by law;
and (vi) irrevocably waives any and all right to trial by jury in any such claim, suit, action or proceeding; and (vii) agrees
that proof shall not be required that monetary damages for breach of the provisions of this Agreement would be difficult to calculate
and that remedies at law would be inadequate. The parties acknowledge that the fora designated by this paragraph (c) have a reasonable
relation to this Agreement, and to the parties’ relationship with one another.


 




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Section
3.10.         Counterparts. This Agreement
may be executed and delivered (including by facsimile transmission) in one or more counterparts, and by the different parties hereto
in separate counterparts, each of which when executed and delivered shall be deemed to be an original but all of which taken together
shall constitute one and the same agreement. Copies of executed counterparts transmitted by telecopy or other electronic transmission
service shall be considered original executed counterparts for purposes of this Section 3.10.


 


Section
3.11.         Tax Treatment. To the extent
this Agreement imposes obligations upon Holdings or Issuer (in its capacity as general partner of Holdings), this Agreement shall
be treated as part of the Partnership Agreement as described in Section 761(c) of the Code and Sections 1.704-1(b)(2)(ii)(h) and
1.761-1(c) of the Treasury Regulations. The parties shall report any Exchange or Sale Transaction consummated hereunder, as a taxable
sale of Partnership Units by a Limited Partner to Issuer, and no party shall take a contrary position on any tax return, amendment
thereof or communication with a taxing authority.


 


Section
3.12.         Independent Nature of Holdings
Unitholders’ Rights and Obligations. The obligations of each Limited Partner hereunder are several and not joint with
the obligations of any other Limited Partner, and no Limited Partner shall be responsible in any way for the performance of the
obligations of any other Limited Partner hereunder. The decision of each Limited Partner to enter into to this Agreement has been
made by such Limited Partner independently of any other Limited Partner. Nothing contained herein, and no action taken by any Limited
Partner pursuant hereto, shall be deemed to constitute the Limited Partners as a partnership, an association, a joint venture or
any other kind of entity, or create a presumption that the Limited Partners are in any way acting in concert or as a group with
respect to such obligations or the transactions contemplated hereby and Issuer acknowledges that the Limited Partners are not acting
in concert or as a group, and Issuer will not assert any such claim, with respect to such obligations or the transactions contemplated
hereby.


 


Section
3.13.         Applicable Law. This Agreement
shall be governed by, and construed in accordance with, the law of the State of Delaware without regard to conflict of laws principles
that would result in the application of the laws of any other jurisdiction.


 


[Remainder of Page Intentionally Left Blank]


 




    	10



    	 



    

 





IN WITNESS WHEREOF, the parties have caused
this Agreement to be duly executed and delivered, all as of the date first set forth above.


 


	 	FIFTH STREET ASSET MANAGEMENT INC.
	 	 	 
	 	By:	 
	 	 	Name: Leonard M. Tannenbaum
	 	 	Title:  Chief Executive Officer
	 	 	 
	 	FIFTH STREET HOLDINGS L.P.
	 	 	 
	 	By:	 
	 	 	Name: Leonard M. Tannenbaum
	 	 	Title:  General Partner


 


[Exchange Agreement]


 




    	 



    	 



    

 


	 	LIMITED PARTNERS:
	 	 
	 	 
	 	Name: Leonard M. Tannenbaum
	 	 
	 	 
	 	Name: Bernard D. Berman
	 	 
	 	 
	 	Name: Ivelin M. Dimitrov
	 	 
	 	 
	 	Name: Charles J. Zmijeski
	 	 
	 	 
	 	Name: Sandeep K. Khorana
	 	 
	 	 
	 	Name: Alexander C. Frank
	 	 
	 	 
	 	Name: Brian D. Finkelstein
	 	 
	 	 
	 	Name: Kyde S. Sharp
	 	 
	 	 
	 	Name: James F. Velgot
	 	 
	 	 
	 	Name: Stacey L. Tannenbaum


 


[Exchange Agreement]


 




    	 



    	 



    

 


	 	 
	 	Name: Steven M. Noreika
	 	 
	 	 
	 	Name: Matthew Bandini
	 	 
	 	 
	 	Name: Greg Browne


 


[Exchange Agreement]


 




    	 



    	 



    

 


	 	FSC CT II, INC.
	 	 	 
	 	By:	 
	 	Name:   
	 	Title:   
	 	 	 
	 	TANNENBAUM FAMILY 2012 TRUST
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:  	 


 


[Exchange Agreement]


 




    	 



    	 



    

 


	 	BERNARD D. BERMAN 2012 TRUST
	 	 	 
	 	By	 
	 	Name:  
	 	Title     
	 	 	 
	 	By	 
	 	Name:  
	 	Title:    


 


[Exchange Agreement]


 




    	 



    	 



    

 


EXHIBIT
A



[FORM OF] 

NOTICE OF EXCHANGE


 


Fifth Street Holdings L.P.

[Address]

Attention: [Name]

Fax: [Fax Number]

Electronic Mail: [Email Address]


 


Reference is hereby made to the Exchange
Agreement, dated as of, 2014 (the “Exchange Agreement”), among Fifth Street Asset Management Inc., Fifth
Street Holdings L.P. and the Limited Partners from time to time party thereto, as amended from time to time. Capitalized terms
used but not defined herein shall have the meanings given to them in the Exchange Agreement.


 


The undersigned Limited Partner desires
to exchange the number of Partnership Units set forth below in the form of exchange selected below to be issued in its name as
set forth below.


 


	Legal Name of Limited Partner: 	 


 


	Address: 	 


 


	Number of Partnership Units to be exchanged: 	 


 


The undersigned hereby represents and warrants
that (i) the undersigned has full legal capacity to execute and deliver this Notice of Exchange and to perform the undersigned’s
obligations hereunder; (ii) this Notice of Exchange has been duly executed and delivered by the undersigned; (iii) the Partnership
Units subject to this Notice of Exchange will be transferred to the Issuer free and clear of any Lien; and (iv) no consent, approval,
authorization, order, registration or qualification of any third party or with any court or governmental agency or body having
jurisdiction over the undersigned or the Partnership Units subject to this Notice of Exchange is required to be obtained by the
undersigned for the transfer of such Partnership Units to Holdings.


 


The undersigned hereby irrevocably constitutes
and appoints each officer of each Fifth Street Party as the attorney of the undersigned, with full power of substitution and resubstitution
in the premises, to do any and all things and to take any and all actions that may be necessary to exchange the Partnership Units
subject to this Notice of Exchange on the books of Holdings for Class A Common Shares on the books of Issuer.


 


IN WITNESS WHEREOF the undersigned, by authority
duly given, has caused this Notice of Exchange to be executed and delivered by the undersigned or by its duly authorized attorney.


 


	 	 
	 	Name:
	 	 	 	 
	Dated:	 	 	 


 




    	A-1



    	 



    

 


EXHIBIT
B



[FORM OF] 

JOINDER AGREEMENT


 


This Joinder Agreement (“Joinder
Agreement”) is a joinder to the Exchange Agreement, dated as of ___________, 2014 (the “Agreement”),
among Fifth Street Asset management Inc., Fifth Street Holdings L.P. and the Limited Partners from time to time party thereto,
as amended from time to time. Capitalized terms used but not defined in this Joinder Agreement shall have their meanings given
to them in the Agreement. This Joinder Agreement shall be governed by, and construed in accordance with, the law of the State of
Delaware. In the event of any conflict between this Joinder Agreement and the Agreement, the terms of this Joinder Agreement shall
control.


 


The undersigned hereby joins and enters
into the Agreement having acquired Partnership Units in Holdings. By signing and returning this Joinder Agreement to Issuer and
Holdings, the undersigned accepts and agrees to be bound by and subject to all of the terms and conditions of and agreements of
a Limited Partner contained in the Agreement, with all attendant rights, duties and obligations of a Limited Partner thereunder.
The parties to the Agreement shall treat the execution and delivery hereof by the undersigned as the execution and delivery of
the Agreement by the undersigned and, upon receipt of this Joinder Agreement by Issuer and by Holdings, the signature of the undersigned
set forth below shall constitute a counterpart signature to the signature page of the Agreement.


 


	Name:	 	 


 


	 Address for Notices:	 	With copies to:
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	Attention:	 	 


 




    	B-1