Exhibit 10.2.5


 


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”), and each of the individuals and entities
listed as a “Transferor” on the signature pages hereto (each a “Transferor” and collectively, the
“Transferors”).


 


RECITALS


 


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


 


WHEREAS, the Transferors
and the Partnership 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 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, FSCO GP Interests,
FSC CT Interests, FS Subsidiary Interests and FSC 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 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Exchange, (a) each of the Transferors shall (i) be withdrawn from, and shall cease to be a member of, Fifth Street Management,
FSCO GP LLC, FSC, LLC, FSC CT, LLC and/or FS Capital, as applicable, (ii) cease to own, or have any rights with respect to or in
respect of, the FSM Interests, FSCO GP Interests, FSC CT Interests, FS Subsidiary Interests and FSC 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. 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. The LP Interests issued to the Transferors shall be fully
vested.


 




    	 



    	 



    

 


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.]


 




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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:
	 	 
	 	FSC CT II, INC.
	 	 
	 	/s/ Leonard M. Tannenbaum
	 	Name: Leonard M. Tannenbaum
	 	Title: President
	 	 
	 	TANNENBAUM FAMILY 2012 TRUST
	 	 
	 	/s/ Bernard D. Berman
	 	Name: Bernard D. Berman
	 	Title: Trustee
	 	 
	 	TRANSFERORS:
	 	 
	 	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


 




    	 



    	 



    

 


	 	TRANSFERORS:
	 	 
	 	/s/ Leonard M. Tannenbaum
	 	Name: Leonard M. Tannenbaum