Exhibit 10.2.4


 


AMENDMENT 


 


TO


 


CONTRIBUTION AGREEMENT


 


This Amendment to the
Contribution Agreement (this “Amendment”) is entered into as of October 24, 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.


 


RECITALS


 


WHEREAS, the Partnership,
the Transferors and the Call Holders are parties to the Contribution Agreement, dated September 17, 2014 (the “Agreement”);
and


 


WHEREAS, the Transferors,
the Partnership and the Call Holders desire to amend certain terms and provisions of the Agreement.


 


AGREEMENTS


 


NOW, THEREFORE, in consideration
of the above recitals and in consideration of the mutual agreements and undertakings set forth below, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:






 


ARTICLE
I

AMENDMENT OF AGREEMENT


 


Section 1.1   Amendment
of Section 1.1. Section 1.1 of the Agreement is hereby amended and restated in its entirety to read:


 


Section 1.1   Exchange
of Membership Interests. Immediately prior to the pricing of the IPO, or at such earlier time as determined by the Partnership,
each of the Transferors, severally and not jointly, shall contribute and transfer to the Partnership, and the Partnership shall
acquire from each of them, free and clear of all claims, pledges, liens or other encumbrances, all of the FSM Interests owned by
such Transferor, and, in exchange therefor, the Partnership shall issue to each such Transferor a number of LP Interests representing
the percentage of the total aggregate outstanding LP Interests as set forth next to such Transferor’s name on Exhibit A (the
“Exchange”), which LP Interests shall be subject to the vesting and forfeiture provisions set forth in this Agreement
and the terms and conditions of the Limited Partnership Agreement of the Partnership. Upon consummation of the Exchange, (a) each
of the Transferors shall (i) be withdrawn from, and shall cease to be a member of, Fifth Street Management, (ii) cease to own,
or have any rights with respect to or in respect of, the FSM Interests and (iii) be admitted to the Partnership as a limited partner
and (b) the Partnership shall be admitted to Fifth Street Management as the sole member thereof. Each of the Transferors agrees
that until the termination of this Agreement pursuant to its terms, such Transferor shall not sell, transfer, pledge, encumber
or otherwise dispose of any of his or her FSM Interests, or agree to do any of the foregoing. Each of the Transferors covenants
and agrees that it shall execute and deliver to Fifth Street Management and the Internal Revenue Service a timely, valid election
under Section 83(b) of the Internal Revenue Code of 1986, as amended. Notwithstanding anything to the contrary in this Agreement
or otherwise, no Transferor shall be obligated to consummate the Exchange unless, and the Exchange obligation of the Transferors
shall be expressly conditioned upon, the implied value of the Partnership based on the pricing of the IPO is $800,000,000 or greater.


 




    	 



    	 



    

 


Section 1.2    Addition
of Call Holders. Each of the parties hereto agree that the Tannenbaum Family 2012 Trust and the Bernard D. Berman 2012 Trust
are added as “Call Holders,” as such term is defined in Section 2.2 of the Agreement. The Call Option shall
be exercisable by the Call Holders on a pro rata basis based on the number of LP Interests held directly and indirectly
(other than through another Call Holder) by the Call Holders.


 


ARTICLE
II

MISCELLANEOUS


 


Section 2.1    Defined
Terms. All capitalized terms not otherwise defined herein shall have the meaning given to them in the Agreement.


 


Section 2.2    Effect
of Amendment. This Amendment is limited as specified and shall not constitute a modification, acceptance or waiver of any other
provision of the Agreement. Except as specifically amended by this Amendment, all other provisions of the Agreement are hereby
ratified and remain in full force and effect.


 


Section 2.3    Single
Document. From and after the date of this Amendment, all references to the Agreement (whether in the Agreement or any other
document or agreement prepared in connection with the transactions contemplated by the Agreement) shall be deemed to be references
to the Agreement as amended by this Amendment.


 


Section 2.4    Counterparts.
This Amendment may be executed in one or more counterparts, each of which when executed shall be deemed to be an original but all
of which taken together shall constitute one and the same agreement.


 


[End
of text. Signature pages follow.]


 




    	2



    	 



    

 


IN WITNESS WHEREOF,
this Agreement has been duly executed and delivered by the parties hereto as of the date first above written.


 


	 	PARTNERSHIP:
	 	 
	 	FIFTH STREET HOLDINGS L.P.
	 	 	 
	 	By:  	/s/ Leonard M. Tannenbaum
	 	 	Name: Leonard M. Tannenbaum
	 	 	Title: General Partner


 


	 	TRANSFERORS:
	 	 
	 	/s/ Ivelin M. Dimitrov
	 	Name: Ivelin M. Dimitrov
	 	 
	 	/s/ Charles J. Zmijeski
	 	Name: Charles J. Zmijeski
	 	 
	 	/s/ Sandeep K. Khorana
	 	Name: Sandeep K. Khorana
	 	 
	 	/s/ Alexander C. Frank
	 	Name: Alexander C. Frank
	 	 
	 	/s/ Brian D. Finkelstein
	 	Name: Brian D. Finkelstein
	 	 
	 	/s/ Kyde S. Sharp
	 	Name: Kyde S. Sharp


 


[Signature Page to Amendment to Contribution
Agreement]


 




    	 



    	 



    

 


	 	/s/ James F. Velgot
	 	Name: James F. Velgot
	 	 
	 	/s/ Stacey L. Tannenbaum
	 	Name: Stacey L. Tannenbaum
	 	 
	 	/s/ Steven M. Noreika
	 	Name: Steven M. Noreika
	 	 
	 	/s/ Matthew Bandini
	 	Name: Matthew Bandini
	 	 
	 	/s/ Greg Browne
	 	Name: Greg Browne


 


[Signature Page to Amendment to Contribution
Agreement]


 




    	 



    	 



    

 


	 	CALL HOLDERS:
	 	 
	 	/s/ Ivelin M. Dimitrov
	 	Name: Ivelin M. Dimitrov
	 	 
	 	TANNENBAUM FAMILY 2012 TRUST
	 	 
	 	/s/ Bernard D. Berman
	 	Name: Bernard D. Berman
	 	Title: Trustee
	 	 
	 	/s/ Leonard M. Tannenbaum
	 	Name: Leonard M. Tannenbaum
	 	 
	 	BERNARD D. BERMAN 2012 TRUST
	 	 
	 	/s/ William F. Meehan
	 	Name: William F. Meehan
	 	Title: Trustee
	 	 
	 	/s/ Nicole H. Berman
	 	Name: Nicole H. Berman
	 	Title: Trustee
	 	 
	 	/s/ Bernard D. Berman
	 	Name: Bernard D. Berman


 


[Signature Page to Amendment to Contribution
Agreement]