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**Exhibit 10.24**

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**AMENDED AND RESTATED STOCKHOLDER AGREEMENT**

 

THIS AMENDED AND RESTATED STOCKHOLDER AGREEMENTis entered into as of August 30, 2016 (this “Agreement”), by and among CM Finance Inc, a Maryland corporation(the “Company”), CM Investment Partners LLC, a Delaware limited liability company (the “Adviser”),Stifel Venture Corp., a Missouri corporation (“Stifel”) and for purposes of Section 3 only, Stifel, Nicolaus& Company, Incorporated, and is effective as of the effective time of the Merger (as defined below).

 

WHEREAS, the Company, the Adviser, Stifel,Stifel, Nicolaus & Company, Incorporated (for purposes of Section 3 only), CM Finance LLC, a Maryland limited liability company(the “Private Fund”) and CM Investment Partners, LP, a Delaware limited partnership (the “Old Adviser”)previously entered into that certain Stockholder Agreement dated as of December 17, 2013 (the “Old Stockholder Agreement”);

 

WHEREAS, immediately prior to the initialpublic offering of the Company’s common stock in February 2014, the Private Fund was merged with and into the Company withthe Company as the surviving entity and, thereafter, the Private Fund no longer exists;

 

WHEREAS, the Old Adviser ceased all operationsin February 2014 and formally dissolved;

 

WHEREAS, the parties hereto desire to amendand restate the Old Stockholder Agreement in its entirety setting forth certain rights and obligations with respect to the nominationof a director to the Board of Directors of the Company (the “Board”) and other matters relating to the Board.

 

NOW, THEREFORE, for good and valuable consideration,the receipt and adequacy of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

 

Section 1.          Definitions.As used in this Agreement, the following terms shall have the meanings ascribed to them below:

 

“Affiliate” means, withrespect to any Person that is an entity, any other Person directly or indirectly controlling, controlled by or under common controlwith such Person. As used in this definition, the term “control” (including with correlative meanings, the terms “controlling”,“controlled by” and “under common control with”) means the possession, directly or indirectly, of the powerto direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities,by contract or otherwise.

 

 

 

  

“Articles of Incorporation”means the Articles of Amendment and Restatement of the Company, as may be amended from time to time.

 

“Bylaws” means the Bylawsof the Company, as may be amended from time to time.

 

“Person” means any individual,corporation, firm, partnership, joint venture, limited liability company, estate, trust, business association, organization, GovernmentalEntity or other entity.

 

Section 2.          BoardNomination.

 

(a) For so long as Stifel holds ownershipinterests in the Adviser (the “Adviser Interests”) equal to at least 15% (except as provided in Section 2(h))of the total ownership interests in the Adviser (such time period, the “Stifel Nomination Period”), Stifel shallhave the right to designate in writing (the “Stifel Nominee Notice”) a Person (the “Stifel Nominee”)to serve as a member of the Board. Subject to Section 2(c) and Section 2(h), upon receipt of the Stifel Nominee Notice, the Boardshall nominate the Stifel Nominee to serve as a member of the Board as part of the Company’s slate of directors at each annualor special meeting of the stockholders (the “Stockholders”) in which the term of any Stifel Nominee will expireand of the Company (or, if permitted, by any action by written consent of the Stockholders) at or by which directors of the Companyare to be elected during the Stifel Nomination Period, and recommend that the Stockholders vote to elect the Stifel Nominee ateach such meeting or by such written consent.

 

(b) Subject to Section 2(f), vacancies arisingthrough the death, resignation or removal of the Stifel Nominee who was elected or appointed to the Board pursuant to this Section2, may be filled by the Board only with a Stifel Nominee, and the director so chosen shall hold office until the next electionor until his or her successor is duly elected and qualified, or until his or her earlier death, resignation or removal. Notwithstandingthe provisions of this Section 2, in the event that Stifel does not designate a Stifel Nominee to fill any vacancy arising throughthe death, resignation or removal of the Stifel Nominee who was elected or appointed to the Board pursuant to this Section 2, theBoard may reduce the size of the Board pursuant to the provisions of the Articles of Incorporation and Bylaws to eliminate anysuch vacancy.

 

(c) Notwithstanding the provisions of thisSection 2, Stifel shall not be entitled to designate a Person as a nominee to the Board if the Nominating and Corporate GovernanceCommittee of the Company reasonably determines in writing (which determination shall set forth the reasonable grounds for suchdetermination) that such Person would not be qualified under any applicable law, rule or regulation to serve as a director of theCompany; provided, that in such event, Stifel shall be entitled to designate another Person as the Stifel Nominee and the provisionsof Section 2 shall apply to such alternate Person. Only the Nominating and Corporate Governance Committee of the Company shallhave the right to object to any Stifel Nominee.

 

 

  

(d) During the Stifel Nomination Period,the Company shall notify Stifel in writing of the date on which proxy materials are expected to be mailed by the Company in connectionwith an election of directors at an annual or special meeting of the Stockholders that includes the election of the Stifel Nomineeat least 45 days prior to such expected mailing date. Following receipt of such Company notice, Stifel shall deliver a Stifel NomineeNotice setting forth (i) the name and address of the Stifel Nominee and (ii) the information required for director nominees underItems 401, 403 and 404 of Regulation S-K under the federal securities laws. The Company shall provide Stifel with a reasonableopportunity to review and provide comments on any portion of the proxy materials relating to the Stifel Nominee and the rightsand obligations provided under this Agreement and to discuss any such comments with the Company. The Company shall include Stifel’sreasonable comments in the proxy materials relating to such matters. The Company shall notify Stifel of any opposition to a StifelNominee sufficiently in advance of the date on which such proxy materials are to be mailed by the Company in connection with suchelection of directors so as to enable Stifel to propose a replacement Stifel Nominee, if necessary, in accordance with the termsof this Agreement.

 

(e) In the event the Stockholders fail toelect or consent to a Stifel Nominee in accordance with the preceding sentence, (i) Stifel shall designate another Person as theStifel Nominee and the provisions of Section 2 shall apply to such alternate Person and (ii) the Company shall promptly appointthe Stifel Nominee to any such vacancy on the Board created by the Stockholders failure to elect or consent to a Stifel Nominee.For the avoidance of doubt, in no event shall the Company be required to nominate or appoint a Stifel Nominee to the Board of Directorsof the Company if the Stockholders fail to elect or consent to such Stifel Nominee.

 

(f) In the event that Stifel ceases to havethe right to designate a Person to serve as a director pursuant to this Section 2, Stifel shall use its best efforts to cause theapplicable Stifel Nominee to resign immediately.

 

(g) The Company agrees that at all timesduring the Stifel Nomination Period (i) subject to applicable legal requirements, the Bylaws and the Articles of Incorporationshall accommodate, be subject to, and shall not in any way conflict with, Stifel’s rights and obligations set forth hereinand (ii) the Company shall not enter into any other agreements or understandings that in any way conflict with Stifel’s rightsand obligations set forth herein; provided, however, if Stifel has not designated a Person to serve on the Board pursuant to thisSection 2, the Board may reduce the size of the Board to eliminate any vacancies on the Board as provided in Section 2(b). TheCompany further agrees that it shall not enter into any agreements or understandings with any Stockholders (other than agreementsor understandings equally applicable to all Stockholders) without prior notice to Stifel; provided, that the Company shall provideto Stifel (x) substantially final copies of all documentation relating to such agreements or understandings no later than five(5) business days prior to the signing of such documentation and (y) fully executed copies of such documentation promptly followingtheir execution.

 

(h) During the Stifel Nomination Period,in the event that (i) the Board has reduced the size of the Board to eliminate a vacancy arising through the death, resignationor removal of the Stifel Nominee and/or the failure of Stifel to designate a Stifel Nominee in accordance with Section 2(b), and(ii) Stifel subsequently provides a Stifel Nominee Notice in accordance with Section 2(a), not later than the 90th day from theCompany’s receipt of a Stifel Nominee Notice in accordance with Section 2(a), the Board shall increase the size of the Boardto create a vacancy for a Stifel Nominee to be nominated to fill and, subject to Section 2(c), the Company shall appoint the StifelNominee to the Board to fill such vacancy.

 

 

  

(i) The Stifel Nomination Period shall notterminate in the event Stifel’s ownership of Adviser Interests falls below 15% as a result of a transfer of Adviser Interestsmade on a pro rata basis with all members of the Adviser. In the event of such a pro rata transfer, the 15% threshold set forththe definition of “Stifel Nomination Period” shall be deemed reduced by a percentage equal to the percentage by whichStifel’s ownership of Adviser Interests was reduced in such pro rata transfer (by way of example only, if all existing memberstransfer 10% of their Adviser Interests to a third party, the 15% threshold shall become 13.5%).

 

Section 3.          StifelOriginated Opportunities.

 

(a)   Stifel agrees to use its commercially reasonable efforts to offer to the Company all applicable (*i.e.*, reasonablyappropriate for the Company) leveraged finance and high yield corporate debt investment opportunities originated by Stifel, Nicolaus& Company, Incorporated (each a “Stifel Opportunity”) subject to the terms and conditions of this Section3, and also subject to any other restrictions pursuant to applicable law (including any requirements that Stifel, Nicolaus &Company, Incorporated act in the best interests of its clients in connection with any Stifel Opportunity) or pursuant to restrictionsin engagements with clients or Affiliates related to such Stifel Opportunity.

 

(b)  Subject to the limitations in Section 3(a), Stifel, Nicolaus & Company, Incorporated shall provide notice (the “OpportunityNotice”) to the Company and the Adviser of each Stifel Opportunity setting forth: (i) any material terms and conditionsof the Stifel Opportunity and (ii) the last date and time on which Stifel will accept bids for such Stifel Opportunity, which dateand time may be adjusted from time to time by Stifel, Nicolaus & Company, Incorporated upon prior notice to the Company andthe Adviser (the “End Date”).  For the avoidance of doubt, Stifel, Nicolaus & Company, Incorporatedagrees that unless otherwise mutually agreed to by the Company and Stifel, Nicolaus & Company, Incorporated, Stifel, Nicolaus& Company, Incorporated will not consummate the Stifel Opportunity prior to the End Date.  If the Company submits a bidfor the Stifel Opportunity (a “Company Bid”) prior to the End Date, Stifel, Nicolaus & Company, Incorporatedshall use commercially reasonable efforts to accept the Company Bid; provided, however, that Stifel, Nicolaus & Company, Incorporatedshall not be required to accept the Company Bid if: (x) the Company Bid was not received by Stifel, Nicolaus & Company, Incorporatedon or prior to the End Date or (y) Stifel, Nicolaus & Company, Incorporated received bids from third parties with terms morefavorable to the Stifel, Nicolaus & Company, Incorporated client, prior to the End Date, sufficient to fill the Stifel Opportunity. 

 

(c)   In the event that Stifel, Nicolaus & Company, Incorporated intends to accept the Company Bid pursuant to Section 3(b)above, Stifel, Nicolaus & Company, Incorporated shall use commercially reasonable efforts to allow the Company to consummatethe Company Bid in an amount equal to the lesser of (x) 30% of the value of the Stifel Opportunity set forth in the OpportunityNotice and (y) 5% of the Pro Forma AUM of the Company on the End Date.  For purposes of this Section 3(c), “Pro FormaAUM” means the assets under management as of the most recently completed fiscal quarter; provided, that, as of the date hereof,5% of the Pro Forma AUM shall be deemed to equal $15,000,000, and 5% of the Pro Forma AUM shall at no time exceed $35,000,000.

 

 

  

(d)  The provisions of this Section 3 shall apply for so long as Stifel holds Adviser Interests equal to at least 15% of thetotal ownership interests in the Adviser; provided, however, if Stifel unilaterally sells its Adviser Interests, the provisionsof this Section 3 shall continue to apply, unless Stifel sells 75% or more of its Adviser Interests, in which case the provisionsof this Section 3 shall cease to apply on the third anniversary of such sale.  Any attempt by Stifel to transfer all or aportion of its Adviser Interests that is not consummated because that sale was not approved by the Board of the Adviser will bedeemed to have been sold by Stifel for purposes of this Section 3.

 

Section 4.           AUMand Performance.

 

Upon completion of the Merger and the contributionby Stifel pursuant to the Subscription Agreement, neither the Company nor the Adviser shall object to Stifel’s (a) inclusionof the performance results of the Company and all assets managed by the Adviser in any and all reports, publications, marketingmaterials, prospectuses, press releases, advertisements, webpages, conference materials or other oral or written communications,in each case in a manner that is consistent with applicable law or regulation or (b) description of the Company’s relationshipwith Stifel in any and all reports, publications, marketing materials, prospectuses, press releases, advertisements, webpages,conference materials or other oral or written communications, in each case, that the Adviser would have been entitled to so includeor describe under applicable law or regulation. To this end, the Company agrees that Stifel shall have the right to access andretain copies of any records reasonably necessary to substantiate the foregoing. The aforementioned communications and writtenmaterials that include information pertaining to the Company and all assets managed by the Adviser shall be subject to the approvalof the Adviser, but only to the extent necessary to ensure the satisfaction of regulatory requirements.

 

Section 5.           Miscellaneous.

 

(a) Effective Date. This Agreementshall become effective upon the date first written above.

 

(b) Applicable Law. This Agreementshall be construed in accordance with and governed by the laws of the State of Maryland without regard to principles of conflictof laws.

 

(c) Certain Adjustments. The provisionsof this Agreement shall apply to the full extent set forth herein with respect to any and all shares of capital stock of the Companyor any successor or assign of the Company (whether by merger, consolidation, sale of assets or otherwise) which may be issued inrespect of, in exchange for, or in substitution for the shares of Common Stock, by combination, recapitalization, reclassification,merger, consolidation or otherwise and the term “Common Stock” shall include all such other securities.

 

 

  

(d) Enforcement. Each of the partieshereto acknowledges and agrees that irreparable injury to the other party hereto would occur in the event any of the provisionsof this Agreement were not performed in accordance with its specific terms or were otherwise breached, and that such injury wouldnot be adequately compensable in damages. It is accordingly agreed that Stifel, on the one hand, and the Company, on the otherhand, shall each be entitled to specific enforcement of, and injunctive relief to prevent any violation of, the terms hereof andthe other party hereto will not take any action, directly or indirectly, in opposition to the party seeking relief on the groundsthat any other remedy is available at law or in equity, and each party further agrees to waive any requirement for the securityor posting of any bond in connection with such remedy. Such remedies, shall be cumulative and not exclusive, and shall be in additionto any other remedy which any party hereto may have.

 

(e) Successors and Assigns. ThisAgreement may not be assigned, whether outright or by operation of law, by any party hereto without the prior written consent ofthe non-assigning party. Subject to the foregoing, this Agreement shall be binding upon the parties hereto, their heirs, executors,personal representatives, successors, and assigns.

 

(f) Entire Agreement; Termination.This Agreement contains the entire understanding among the parties hereto and supersedes all prior written or oral agreements amongthem respecting the within subject matter, unless otherwise provided herein. There are no representations, agreements, arrangementsor understandings, oral or written, among the parties hereto relating to the subject matter of this Agreement that are not fullyexpressed herein. This Agreement may be terminated at any time by written consent of all of the parties hereto.

 

(g) Dispute Resolution. Any dispute,controversy or claim arising out of, or in connection with, this Agreement shall be settled by binding arbitration in accordancewith the rules of the American Arbitration Association then in effect. The arbitration shall be conducted on an expedited basisat a location to be determined by the parties by an independent arbitrator selected by the American Arbitration Association. Thearbitration shall be subject to, and the arbitrator shall have the powers and rights afforded by, the rules of the American ArbitrationAssociation. The decision of such arbitrator, including any award of attorneys' fees and costs, may be entered in any court withjurisdiction.

 

(h) Notices. All notices and demandsunder this Agreement and other communications required to be delivered pursuant to this Agreement, shall be in writing or by facsimile,with a copy via email (which shall not constitute notice hereunder), and shall be deemed to have been duly given if delivered personallyor by overnight courier or if mailed by certified mail, return receipt requested, postage prepaid, or sent by facsimile, to thefollowing addresses (or to such other address as the party entitled to notice shall hereafter designate in accordance with theterms hereof):

 

If to the Company:

CM Finance Inc

399 Park Avenue, 39th Floor

New York, New York 10002

Attn: Michael C. Mauer

 

If to the Adviser:

CM Investment Partners LLC

399 Park Avenue, 39th Floor

New York, New York 10002

Attn: Michael C. Mauer

 

 

  

If to Stifel:

Stifel Venture Corp.

237 Park Avenue, 8th Floor

New York, NY 10017

Attn: Mark Fisher

 

All such notices shall be effective: (a) if delivered personally,when received (with written confirmation of receipt), (b) if sent by overnight courier, when receipted for, (c) if mailed, five(5) days after being mailed as described above and (d) upon transmission by facsimile if a customary confirmation of delivery isreceived during normal business hours and, if not, the next business day after confirmation of delivery is received.

 

(i) Waiver. No consent or waiver,express or implied, by any party to, or of any breach or default by another party in the performance of, this Agreement shall beconstrued as a consent to or waiver of any subsequent breach or default in the performance by such other party of the same or anyother obligations hereunder.

 

(j) Counterparts. This Agreementmay be executed in several counterparts, which shall be treated as originals for all purposes, and all counterparts so executedshall constitute one agreement, binding on all the parties hereto, notwithstanding that not all the parties are signatory to theoriginal or the same counterpart. Any such counterpart shall be admissible into evidence as an original hereof against the Personwho executed it.

 

(k) Headings. The headings in thisAgreement are for convenience of reference only and shall not limit or otherwise affect the meaning of terms contained herein.

 

(l) Invalidity of Provision. Theinvalidity or unenforceability of any provision of this Agreement in any jurisdiction shall not affect the validity or enforceabilityof the remainder of this Agreement in that jurisdiction or the validity or enforceability of this Agreement, including that provision,in any other jurisdiction.

 

(m) Amendments and Waivers. The provisionsof this Agreement may be modified or amended at any time and from time to time, and particular provisions of this Agreement maybe waived or modified, with and only with an agreement or consent in writing signed by each of the parties hereto.

 

(n) Further Assistance. The partieshereto shall execute and deliver all documents, provide all information and take or refrain from all such action as may be necessaryor appropriate to achieve the purposes of this Agreement.

 

(o) No Third-Party Beneficiaries.This Agreement is not intended to, and does not, confer upon any Person other than the parties hereto any rights or remedies.

 

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**Executioncopy**

 

IN WITNESS WHEREOF this Agreement has beensigned by each of the parties hereto, and shall be effective as of the date first above written.

 

 

Agreed and accepted as of the date first set forth above:

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Agreed and accepted with respect to Section 3 only as of thedate first set forth above:

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[*Signature Page – CM Finance Amendedand Restated Stockholder Agreement (August 2016)*]