Form 8-K
8-K — Angel Oak Financial Strategies Income Term Trust
Accession: 0001999371-26-011462
Filed: 2026-05-26
Period: 2026-05-22
CIK: 0001745059
Item: Entry into a Material Definitive Agreement
Item: Unregistered Sales of Equity Securities
Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item: Other Events
Item: Financial Statements and Exhibits
Documents
8-K — fins-8k_052226.htm (Primary)
EX-3.1 — SUPPLEMENT TO DECLARATION OF TRUST RELATING TO SERIES A MANDATORY REDEEMABLE PREFERRED SHARES (ex3-1.htm)
EX-10.1 — SECURITIES PURCHASE AGREEMENT, DATED AS OF MAY 22, 2026, BETWEEN THE FUND AND THE PURCHASERS (ex10-1.htm)
EX-99.1 — PRESS RELEASE DATED MAY 22, 2026 (ex99-1.htm)
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XML — IDEA: XBRL DOCUMENT (R1.htm)
8-K — CURRENT REPORT
8-K (Primary)
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Current Report
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): May
22, 2026
ANGEL OAK FINANCIAL STRATEGIES INCOME TERM TRUST
(Exact name of Registrant as Specified in Its Charter)
delaware
811-23358
83-1328557
(State or Other Jurisdiction
of Incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
980 Hammond Drive, Suite 200
Atlanta, Georgia
30328
(Address of Principal Executive Offices)
(Zip Code)
Registrant’s telephone number, including area
code: (404) 953-4900
N/A
(Former Name or Former Address, if Changed Since Last
Report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Shares of Beneficial Interest
FINS
New York Stock Exchange
Check the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934
(§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ☐
Item 1.01. Entry into a Material Definitive
Agreement.
Series A Mandatorily Redeemable Preferred Shares
On May 22, 2026, Angel Oak Financial
Strategies Income Term Trust (NYSE: FINS) (the “Fund”) entered into a securities purchase agreement (the “Securities
Purchase Agreement”), by and among the Fund and the purchaser named therein (the “Securities Purchaser”), in connection
with the issuance and sale of 2,000,000 shares of the Fund’s Series A Mandatorily Redeemable Preferred Shares, due April 30, 2031,
liquidation preference of $25.00 (the “MRPS”), in a transaction exempt from registration under the Securities Act of 1933,
as amended (the “Preferred Placement”). The Fund received gross proceeds from the sale of the MRPS of $50 million. The description
above is only a summary of the material provisions of the Securities Purchase Agreement and is qualified in its entirety by reference
to a copy of the Securities Purchase Agreement, which is incorporated by reference and filed as Exhibit 10.1 to this Current Report on
Form 8-K
As a result of its ownership of
MRPS, the Securities Purchaser has the right to elect two members (the “Preferred Trustees”) of the board of trustees of the
Fund (the “Board”). The Board may designate nominees to serve as Preferred Trustees to be elected by the Securities Purchaser.
The Board has nominated Ira P. Cohen to serve as a Preferred Trustee – a Class III Trustee of the Fund. The Securities Purchaser
also has the right to vote with the holders of common shares of the Fund to elect the balance of the Trustees. The description above is
only a summary of the material provisions of the Supplement to Declaration of Trust Relating to Series A Mandatory Redeemable Preferred
Shares and is qualified in its entirety by reference to a copy of the Supplement to Declaration of Trust Relating to Series A Mandatory
Redeemable Preferred Shares, which is incorporated by reference and filed as Exhibit 3.1 to this Current Report on Form 8-K.
FINS intends to use the proceeds of the Preferred Placement
primarily to refinance the Fund’s existing debt and to make new portfolio investments.
Series C Senior Notes
On May
22, 2026, the Fund entered into a notes purchase agreement (the “Note Purchase Agreement”), by and among the Fund and the
purchaser named therein (the “Note Purchaser”), in connection with the private offering of the Fund’s 5.364% Series
C Senior Notes, due July 8, 2030 (the “Series C Notes”), in a transaction exempt from registration under the Securities Act
of 1933, as amended (the “Note Placement”). The Series C Notes bear a fixed interest rate of 5.364% per year and mature on
July 8, 2030, unless redeemed, purchased or repaid prior to such date by FINS in accordance with their terms. The Fund will receive gross
proceeds from the sale of Series C Notes of $40 million.
FINS
intends to use the proceeds of the offering of Series C Notes to redeem the Fund’s 2.35% Series A Senior Notes, which mature July
8, 2026, in accordance with their terms.
Item 3.02. Unregistered
Sales of Equity Securities
The disclosure
required by this Item and included in Item 1.01 of this Current Report is incorporated herein by reference.
Item 5.03. Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year
On May
22, 2026, the Fund adopted the Supplement to Declaration of Trust Relating to Series A Mandatory Redeemable Preferred Shares (the “Supplement”)
establishing and fixing the rights and preferences of the MRPS. The Supplement authorized 2,000,000 MRPS, liquidation preference $25.00
per share. A copy of the Supplement is filed herewith as Exhibit 3.1 and incorporated herein by reference.
Item 8.01. Other Events.
At a
November 2025 meeting of the Board, the Board, based on feedback provided to management and the recommendation of management, approved
the calling of the 2026 annual meeting of FINS shareholders at a date and time that is later than 30 days from the date of the anniversary
of the previous year’s annual meeting of shareholders. The description of the November 2025 special meeting of the Board is qualified
in its entirety by reference to the Current Report on Form 8-K filed by FINS on November 26, 2025.
On May
21, 2026, the Board called the annual meeting of FINS shareholders (the “Annual Shareholder Meeting”) and approved its time,
date and location and further approved certain matters to be brought before FINS’s shareholders (the “Shareholders”)
at the annual meeting. The Annual Shareholder Meeting will be at 1:00 p.m. on September 25, 2026, at the offices of Angel Oak Capital
Advisors, LLC, 980 Hammond Drive, Suite 200, Atlanta, Georgia 30328. At the Annual Shareholder Meeting, the Shareholders will be asked
to vote on the following proposals:
1.
To elect each of Keith M. Schappert and Andrea N. Mullins as a Class II Trustee of the Fund;
2.
In the case of holders of MRPS of the Fund, to elect Ira P. Cohen as a Class III Trustee of the Fund;
3.
To approve an amendment to the Fund’s Declaration of Trust to lower the threshold for the Shareholders to remove a Trustee for “Cause” as defined in the Declaration of Trust from 75% to 66.67% and lower the threshold for Trustees to remove a Trustee of the Fund for “Cause” from 75% to 66.67% (the “Amendment”);
4.
To approve adjournments of the Annual Shareholder Meeting for the purpose of soliciting additional proxies if there are not sufficient votes at the Annual Shareholder Meeting to approve the proposals or establish quorum;
5.
To ratify the selection of Cohen & Company, Ltd. as the Fund’s independent registered public accounting firm for the fiscal year ending January 31, 2027; and
6.
To approve the transacting of such other business as may properly come before the Annual Shareholder Meeting.
The description
of the Amendment is qualified in its entirety by reference to the Current Report on Form 8-K filed by FINS on November 26, 2025.
Based
on the terms of the Bylaws, for nominations or other business to be properly brought by Shareholders before the Annual Shareholder Meeting,
notice must be delivered not earlier than the 150th day prior to the date of the Annual Shareholder Meeting and not later than the close
of business on the later of the 120th day prior to the date of the Annual Shareholder Meeting or the tenth day following the day on which
public announcement of the date of such meeting is first made. In addition, the deadline and requirements for shareholder proposals of
business to be conducted at the 2026 annual meeting of the shareholders of FINS must be made in compliance with the applicable securities
laws.
On May
22, 2026, FINS issued a press release. A copy of such press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
3.1
Supplement to Declaration of Trust Relating to Series A Mandatory Redeemable Preferred Shares
10.1
Securities Purchase Agreement, dated as of May 22, 2026, between the Fund and the Purchasers
99.1
Press Release dated May 22, 2026
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Angel
Oak Financial Strategies Income Term Trust has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Angel Oak Financial Strategies Income Term Trust
Date: May 26, 2026
By:
/s/ Ward Bortz
Name:
Ward Bortz
Title:
President
EX-3.1 — SUPPLEMENT TO DECLARATION OF TRUST RELATING TO SERIES A MANDATORY REDEEMABLE PREFERRED SHARES
EX-3.1
Filename: ex3-1.htm · Sequence: 2
ANGEL OAK FINANCIAL STRATEGIES INCOME TERM TRUST 8-K
Exhibit 3.1
Execution
Version
ANGEL OAK FINANCIAL STRATEGIES
INCOME TERM TRUST
Supplement
to Declaration of Trust
Relating to
Series
A Mandatory Redeemable Preferred Shares
Supplement
to Declaration of Trust (“Supplement”)
made as of May 22, 2026 by the Trustees hereunder.
Whereas,
the Trustees of Angel Oak Financial Strategies Income Term Trust, a Delaware statutory trust (the “Company”),
may authorize and issue preferred shares of the Company having such terms, rights, preferences, privileges, limitations and restrictions
as the Trustees see fit under Article III, Section 2 of the Declaration of Trust made as of June 14, 2018 (the “Original
Declaration of Trust,” as restated, amended or supplemented from time to time, together with this Supplement
is called the “Declaration of Trust”)
without the approval of any holders of shares of beneficial interests in the Company pursuant to Article III, Section 2 of the
Original Declaration of Trust; and
Whereas,
the Trustees have made this Supplement to the Original Declaration of Trust to establish the terms, preferences, rights, voting
powers, privileges, limitations, restrictions and qualifications of the Series A Mandatory Redeemable Preferred Shares (the “MRP
Shares”) of the Company;
Now,
Therefore the Trustees hereby supplement
the Original Declaration of Trust to authorize the issuance by the Company of its MRP Shares as follows:
MRP
Shares
Designation
Preferred
Shares: (i) 2,000,000 shares of a new series of preferred shares called the Series A Mandatory Redeemable Preferred
Shares are classified and designated as Shares, $.001 par value per share, liquidation preference $25.00 per share.
The initial
Dividend Period for the MRP Shares shall be the period from and including the Original Issue Date thereof to and including
July 31, 2026. Dividends will be paid in accordance with Section 2. Each MRP Share will have a dividend rate equal to the
Applicable Rate, as determined from time to time; and subject to adjustment pursuant to Section 2(c) hereof. Each MRP Share
shall have such other preferences, rights, voting powers, privileges, restrictions, limitations as to dividends and other
distributions, qualifications and terms and conditions of redemption, in addition to those required by applicable law or set
forth in the Original Declaration of Trust, as are set forth herein. The MRP Shares shall constitute a separate series of
Preferred Shares. Each certificate representing MRP Shares shall be substantially in the Form of Exhibit 1.
Subject
to the provisions of Section 3(i) and Section 6 hereof, the Board of Trustees of the Company may, in the future, authorize the
issuance of additional Preferred Shares with the same preferences, rights, voting powers, restrictions, limitations as to dividends
and other distributions, qualifications and terms and conditions of redemption and other terms herein described, except that the
initial Dividend Period, the Applicable Rate for the initial Dividend Period and the initial Dividend Payment Date shall be as
set forth in the Supplement relating to such additional Preferred Shares.
As used
herein, capitalized terms not otherwise defined herein shall have the meanings provided in Section 12 hereof.
Section
1. Number of Shares; Ranking.
(a) The
number of authorized MRP Shares is 2,000,000 shares. No fractional MRP Shares shall be issued.
(b) Any
MRP Shares which at any time have been redeemed or purchased by the Company shall, after redemption or purchase, be returned to
the status of authorized but unissued Common Shares of the Company, until reclassified by the Board of Trustees.
(c) The
MRP Shares shall rank (i) on a parity with each other and shares of any other class or series of Preferred Shares as to the payment
of dividends or interest to which the shares are entitled and the distribution of assets upon dissolution, liquidation or winding
up of the affairs of the Company and (ii) senior to Common Shares as to payment of dividends or interest to which the shares are
entitled and the distribution of assets upon dissolution, liquidation or winding up of the affairs of the Company.
(d) No
Holder of MRP Shares shall have, solely by reason of being a Holder, any preemptive right, or, unless otherwise determined by the
Board of Trustees, other right to acquire, purchase or subscribe for any MRP Shares, Common Shares or other securities of the Company
which it may hereafter issue or sell.
Section
2. Dividends.
(a) The
Holders of MRP Shares shall be entitled to receive quarterly cumulative cash dividends, when, as and if authorized by the
Board of Trustees and declared by the Company, out of funds legally available therefor, at the rate per annum equal to the
Applicable Rate (or the Default Rate), and no more, payable on the respective dates determined as set forth in paragraph (b)
of this Section 2. Dividends on Outstanding MRP Shares shall accumulate from and including the Original Issue Date.
-2-
(b) (i)
Dividends shall be payable quarterly on MRP Shares when, as and if authorized by the Board of Trustees and declared by the Company,
beginning on the initial Dividend Payment Date on MRP Shares, and with respect to any Dividend Period thereafter on the first (1st)
Business Day following each Quarterly Dividend Date.
(ii) Except
as otherwise set forth herein, the Company shall pay an aggregate amount of federal funds or similar same-day funds, equal to the
dividends to be paid to all Holders of MRP Shares on each Dividend Payment Date in accordance with Section 14 of the Securities
Purchase Agreement. The Company shall not be required to establish any reserves for the payment of dividends.
(iii) Each
dividend on MRP Shares shall be paid on the Dividend Payment Date therefor to the Holders as their names appear on the share register
or share records of the Company at the close of business on the fifth (5th) day prior to the Quarterly Dividend Date (or if such
day is not a Business Day, the next preceding Business Day). Dividends in arrears for any past Dividend Period may be declared
and paid at any time, without reference to any regular Dividend Payment Date, to the Holders as their names appear on the share
register or share records of the Company at the close of business on a date, not exceeding 5 days preceding the payment date thereof,
as may be fixed by the Board of Trustees. No interest will be payable in respect of any dividend payment or payments which may
be in arrears; provided however that the Dividend Rate may be increased in such circumstances as set forth herein.
(c) (i)
So long as the MRP Shares are rated on any date no less than “A3” by Moody’s (and no less than an equivalent
of such rating by each Other Rating Agency), the dividend rate on the Outstanding MRP Shares (the “Dividend
Rate”) shall be the Applicable Rate. If the lowest credit rating assigned on any date to the MRP Shares by Moody’s
or any Other Rating Agency is equal to one of the ratings set forth in the table below (or its equivalent by an Other Rating Agency),
the Dividend Rate for the MRP Shares shall be adjusted during such period by adding the respective enhanced dividend amount (which
shall not be cumulative) set opposite such rating (or the equivalent rating from any Other Rating Agency) to the Applicable Rate.
Moody’s
Equivalent
Enhanced
Dividend
Amount
“Baa1”
.50%
“Baa2”
to “Baa3”
2.0%
“Ba1”
or below
4.0%
The Company shall, at all times, use
its reasonable best efforts to cause at least one NRSRO to maintain a current rating on the MRP Shares. If, notwithstanding
the foregoing requirements of this Section 2(c)(i), no NRSRO is rating the Outstanding MRP Shares, the Dividend Rate (so long
as no such rating exists) on the Outstanding MRP Shares shall be equal to the Applicable Rate plus 4.0% unless the Dividend
Rate is the Default Rate, in which case the Dividend Rate shall remain the Default Rate.
-3-
(ii) Subject
to the cure provisions below, a “Default Period” will
commence on any Dividend Payment Date or any date on which the Company would be required to redeem any MRP Shares regardless of
whether any of the conditions of the Special Proviso in Section 3(a)(iv) were applicable, if the Company fails to pay directly
in accordance with Section 14 of the Securities Purchase Agreement by 3:00 p.m., New York City time, (A) the full amount of any
dividends payable on the Dividend Payment Date (a “Dividend Default”)
or (B) the full amount of any redemption price payable with respect to any redemption required hereunder regardless of whether
any of the conditions of the Special Proviso exists (the “Redemption
Date”) (a “Redemption Default,”
and together with a Dividend Default, is hereinafter referred to as “Default”).
Subject to the cure provisions of Section 2(c)(iii) below, a Default Period with respect to a Dividend Default or a Redemption
Default shall end on the Business Day on which, by 12:00 noon, New York City time, all unpaid dividends, and in the case of a Redemption
Date, any unpaid redemption price, shall have been directly paid in accordance with Section 14 of the Securities Purchase Agreement.
In the case of a Default, the Dividend Rate for each day during the Default Period will be equal to the Default Rate.
(iii) No
Default Period with respect to a Dividend Default or Redemption Default (if such default is not solely due to the willful failure
of the Company) shall be deemed to commence if the amount of any dividend or any redemption price due is paid in accordance with
Section 14 of the Securities Purchase Agreement within three Business Days (the “Default
Rate Cure Period”) after the applicable Dividend Payment Date or Redemption Date, together with an amount equal
to the Default Rate applied to the amount of such non-payment based on the actual number of days within the Default Rate Cure Period
divided by 360.
(iv) The
amount of dividends per share payable on each Dividend Payment Date of each Dividend Period (including the first Dividend Period)
shall be computed by multiplying the Applicable Rate (or the Default Rate) for such Dividend Period by a fraction, the numerator
of which shall be 90 and the denominator of which shall be 360, multiplying the amount so obtained by the liquidation preference
per MRP Share, and rounding the amount so obtained to the nearest cent. Dividends payable on any MRP Shares for any period of less
than a full quarterly Dividend Period, including upon any redemption of such shares on any date other than on a Dividend Payment
Date, shall be computed by multiplying the Applicable Rate (or the Default Rate, if applicable) for such period by a fraction,
the numerator of which shall be the actual number of days in such period and the denominator of which shall be 360, multiplying
the amount so obtained by the liquidation preference per MRP Share, and rounding the amount so obtained to the nearest cent.
(d) Any
dividend payment made on MRP Shares shall first be credited against the earliest accumulated but unpaid dividends due with respect
to such MRP Shares.
-4-
(e) For
so long as the MRP Shares are Outstanding, except as contemplated herein, the Company will not declare, pay or set apart for
payment any dividend or other distribution (other than a dividend or distribution paid in shares of, or options, warrants or
rights to subscribe for or purchase, Common Shares or other shares of beneficial interests, if any, ranking junior to the MRP
Shares as to dividends or upon liquidation) with respect to Common Shares or any other shares of the Company ranking junior
to or on a parity with the MRP Shares as to dividends or upon liquidation, or call for redemption, redeem, purchase or
otherwise acquire for consideration any Common Shares or any other such junior shares (except by conversion into or exchange
for shares of the Company ranking junior to the MRP Shares as to dividends and upon liquidation) or any such parity shares
(except by conversion into or exchange for shares of the Company ranking junior to or on a parity with the MRP Shares as to
dividends and upon liquidation), unless (1) immediately after such transaction the MRP Shares Asset Coverage would be
achieved and the Company would satisfy the MRP Shares Basic Maintenance Amount and NAV Amount, (2) full cumulative dividends
on the MRP Shares due on or prior to the date of the transaction have been declared and paid, and (3) the Company has
redeemed the full number of MRP Shares required to be redeemed by any provision for mandatory redemption contained in Section
3(a) (without regard to the provisions of the Special Proviso).
Section
3. Redemption.
(a) (i)
The Company may, at its option, redeem in whole or in part out of funds legally available therefor, MRP Shares at any time and
from time to time, subject to the notice provisions of Section 3(b) at the sum of (A) the MRP Liquidation Preference Amount (as
defined herein) plus an amount equal to the accumulated but unpaid dividends and other distributions on the MRP Shares (whether
or not earned or declared by the Company, but excluding interest thereon), to, but excluding, the date fixed for redemption, plus
(B) the Make-Whole Amount (which in no event shall be less than zero); provided,
however, the Company may, at its option redeem the MRP Shares within 30 days prior to the Term Redemption Date, at the
MRP Liquidation Preference Amount plus accumulated but unpaid dividends and distributions thereon (whether or not earned or declared
by the Company, but excluding interest thereon) to, but excluding the date fixed for redemption. Notwithstanding the foregoing,
the Company shall not give a notice of or effect any redemption pursuant to this Section 3(a)(i) unless (in the case of any partial
redemption of MRP Shares), on the date on which the Company intends to give such notice and on the date of redemption, the Company
would satisfy the MRP Shares Basic Maintenance Amount and the MRP Shares Asset Coverage is greater than or equal to 225% immediately
subsequent to such redemption if such redemption were to occur on such date.
(ii) In
addition to subparagraph (a)(i) of this Section, if the MRP Shares Asset Coverage is less than or equal to 235%, for any
five Business Days within a ten Business Day period, determined on the basis of values calculated as of a time within 48
hours (not including Sundays or holidays) next preceding the time of such determination within the ten Business Day period,
the Company, upon not less than 12 days nor more than 40 days’ notice as provided below, may redeem the MRP Shares at
the MRP Liquidation Preference Amount plus accumulated but unpaid dividends and distributions thereon (whether or not earned
or declared by the Company, but excluding interest thereon) to, but excluding, the date fixed for redemption, plus a
redemption amount equal to 2% of the MRP Liquidation Preference Amount. The amount of MRP Shares that may be redeemed under
this provision shall not exceed an amount of MRP Shares which results in a MRP Shares Asset Coverage of more than 250% pro
forma for such redemption, determined on the basis of values calculated as of a time within 48 hours (not including Sundays
or holidays) next preceding the time of such determination.
-5-
(iii) If
the Company (i) fails to maintain on any Valuation Date, the MRP Shares Asset Coverage or the MRP Shares Basic Maintenance Amount
(any such day, an “Asset Coverage Cure Date”)
or (ii) is not in compliance with the Level 3 Asset Test on the date of entering into an agreement to make an Investment in any
Level 3 Asset immediately after giving effect to such Investment on a pro forma basis (any such day, a “Level
3 Asset Cure Date”), the Company shall, subject to Section 3(a)(iv), redeem the number of MRP Shares provided
below at the MRP Liquidation Preference Amount plus an amount equal to accumulated but unpaid dividends and distributions thereon
(whether or not earned or declared by the Company, but excluding interest thereon) to, but excluding, the date fixed for redemption,
plus a redemption amount equal to 1% of the MRP Liquidation Preference Amount. The number of MRP Shares to be redeemed upon the
Company’s failure to maintain the MRP Shares Asset Coverage or the MRP Shares Basic Maintenance Amount on any Valuation Date
will be equal to the product of (A) the quotient of the number of Outstanding MRP Shares divided by the aggregate number of outstanding
Preferred Shares of the Company (including the MRP Shares) which have an asset coverage test greater than or equal to 225% times
and (B) the minimum number of outstanding shares of Preferred Shares of the Company (including the MRP Shares) the redemption of
which would result in the Company satisfying the MRP Shares Asset Coverage and the MRP Shares Basic Maintenance Amount as of a
date that is no more than 30 days after an Asset Coverage Cure Date (provided
that, if there is no such number of MRP Shares the redemption of which would have such result, the Company shall, subject
to Section 3(a)(iv), redeem all MRP Shares then Outstanding). For the purpose of measuring compliance with the Level 3 Asset Test,
the value of the proposed Investment shall be the value of such Investment calculated as of the date of the agreement to make such
Investment, and the value of all other assets on any date of determination shall be the value thereof calculated as of the Business
Day immediately prior to the date of the agreement to make such proposed Investment. In the event that the Company is not in compliance
with the Level 3 Asset Test on the date of making an Investment in any Level 3 Asset, the Company shall redeem all MRP Shares then
outstanding. Notwithstanding the foregoing, if the Company (i) satisfies the MRP Shares Asset Coverage and MRP Shares Basic Maintenance
Amount as of a date that is no more than 30 days after an Asset Coverage Cure Date before taking into account any redemptions of
Preferred Shares or (ii) regains compliance with the Level 3 Asset Test as of a date that is no more than 30 days after a Level
3 Asset Cure Date, the Company shall not be obligated to redeem any Preferred Shares under this Section 3(a)(iii). The asset coverage
in respect of the MRP Shares provided for in this Section 3(a)(iii) shall be determined on the basis of values calculated as of
a time within 48 hours (not including Sundays or holidays) next preceding the time of such determination.
-6-
(iv) In
determining the MRP Shares to be redeemed in accordance with the foregoing Section 3(a) in the case of a partial redemption,
the Company shall allocate the number of shares to be redeemed pursuant to this Section 3 pro rata among the Holders of MRP
Shares in proportion to the number of MRP Shares they hold. The Company shall effect any redemption pursuant to subparagraph
(a)(iii) of this Section 3 no later than 40 calendar days after the Asset Coverage Cure Date or the Level 3 Asset Cure Date,
as the case may be (a “Mandatory
Redemption Date”), provided, that
if (1) the Company does not have funds legally available for the redemption of, or (2) is not permitted under any agreement
or instrument consented to by the holders of a 1940 Act Majority of the Outstanding Preferred Shares pursuant to Section
4(f)(iii) or the note purchase agreements relating to the Angel Notes to redeem, or (3) is not otherwise legally permitted to
redeem, the number of MRP Shares which would be required to be redeemed by the Company under subparagraph (a)(iii) of this
Section 3 if sufficient funds were available, together with shares of other Preferred Shares which are subject to mandatory
redemption under provisions similar to those contained in this Section 3 (the foregoing provisions of clauses (1), (2) and
(3) of this proviso being referred to as the “Special
Proviso”), the Company shall redeem those MRP Shares, and other shares of Preferred Shares which it was
unable to redeem, on the earliest practicable date on which the Company will have such funds available and is otherwise not
prohibited from redeeming pursuant to such agreement or instrument consented to by the holders of the 1940 Act Majority of
the Outstanding Preferred Shares pursuant to Section 4(f)(iii) or the note purchase agreements relating to the Angel Notes or
applicable laws, upon notice pursuant to Section 3(b) to record owners of the MRP Shares to be redeemed. The Company will
make a payment of funds to the Holders of the MRP Shares sufficient to redeem the specified number of MRP Shares with respect
to a redemption required under subparagraph (a)(iii) of this Section 3, by 3:00 p.m., New York City time, on or prior to the
Mandatory Redemption Date.
(v) The
Company shall redeem all Outstanding MRP Shares on the Term Redemption Date at the MRP Liquidation Preference Amount plus an amount
equal to accumulated but unpaid dividends and distributions thereon (whether or not earned or declared by the Company, but excluding
interest thereon), to, but excluding, the Term Redemption Date.
(vi) If
(i) the Company fails to maintain on any Valuation Date, the NAV Amount (the “VD
Trigger Date”) or (ii) the Company is required to redeem Common Shares or Preferred Shares on a date and the effect
of such redemption would cause the Company to fail to maintain the NAV Amount (the “CS
Trigger Date,” and together with the VD Trigger Date is a “NAV
Trigger Date”) the Company shall redeem all MRP Shares then outstanding at the MRP Liquidation Preference Amount
plus an amount equal to accumulated but unpaid dividends and distributions thereon (whether or not earned or declared by the Company,
but excluding interest thereon) to, but excluding, the date fixed for redemption, plus a redemption amount equal to 1% of the MRP
Liquidation Preference Amount. The Company will make a payment of funds to the Holders of the MRP Shares sufficient to redeem all
MRP Shares then outstanding with respect to a redemption required under subparagraph (a)(vi) of this Section 3, by 3:00 p.m., New
York City time, on (i) with respect to the VD Trigger Date, the date which is 7 days after the VD Trigger Date and (ii) with respect
to a CS Trigger Date, the date which is concurrent with or prior to the CS Trigger Date.
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(vii) If
the Company has not, on or before September 30, 2030 (the “Extension
Deadline”), (x) permanently extended the limited period of existence of the Company pursuant to Section
3(c) of the Declaration of Trust of the Company from May 31, 2031 to a date which is on or after May 31, 2032 (the
“New Termination Date”)
and (y) delivered a timely notice to the holders of MRP Shares with evidence confirming and documentating the New Termination
Date in a form reasonably satisfactory to such holders (satisfaction of the conditions in clause (x) and (y) are the
“Required Extension
Events”), then for all purposes the Term Redemption Date shall be changed from April 30, 2031 to January 31,
2031. The change in Term Redemption Date to January 31, 2031 shall occur automatically and shall take effect on the day
immediately following the Extension Deadline if the Required Extension Events have not occured.
(b) In
the event of a redemption pursuant to Section 3(a), the Company will, if required by law or regulation, file a notice of its
intention to redeem with the Commission under Rule 23c-2 under the 1940 Act or any successor provision to the extent
applicable. In addition, the Company shall deliver a notice of redemption (the “Notice
of Redemption”) containing the information set forth below to the Holders of MRP Shares to be redeemed not
less than 20 days (in the case of Section 3(a)(i)), 12 days (in the case of Section 3(a)(ii)), or 3 Business Days (in the
case of Section 3(a)(iii) or 3(a)(vi)) and not more than 40 days prior to the applicable redemption date. Subject to the
provisions of the Securities Purchase Agreement regarding notices to the Holders, the Notice of Redemption will be addressed
to the Holders of MRP Shares at their addresses appearing on the share records of the Company. Such Notice of Redemption will
set forth (1) the date fixed for redemption, (2) the number and identity of MRP Shares to be redeemed, (3) the redemption
price (specifying the amount of accumulated dividends to be included therein and the amount of the Make-Whole Amount, if any,
or the redemption premium, if any), (4) that dividends on the shares to be redeemed will cease to accumulate on such date
fixed for redemption (so long as redeemed), and (5) the provision of this Supplement under which redemption shall be made. No
defect in the Notice of Redemption or in the transmittal or mailing thereof will affect the validity of the redemption
proceedings, except as required by applicable law.
(c) Notwithstanding
the provisions of paragraph (a) of this Section 3, but subject to Section 5(b), no MRP Shares may be redeemed unless all dividends
in arrears on the Outstanding MRP Shares and all shares of beneficial interests of the Company ranking on a parity with the MRP
Shares with respect to payment of dividends or upon liquidation have been or are being contemporaneously paid or set aside for
payment; provided, however, that the foregoing shall not
prevent the purchase or acquisition by the Company of all Outstanding MRP Shares pursuant to the successful completion of an otherwise
lawful purchase, tender or exchange offer made on the same terms to, and accepted by, Holders of all Outstanding MRP Shares.
(d) Upon
payment in accordance with Section 14 of the Securities Purchase Agreement on or prior to the date fixed for redemption and
the giving of the Notice of Redemption to the Holders of the MRP Shares under paragraph (b) of this Section 3, dividends on
such shares shall cease to accumulate and such shares shall no longer be deemed to be Outstanding for any purpose (including,
without limitation, for purposes of calculating whether the Company has maintained the MRP Shares Asset Coverage or met the
MRP Shares Basic Maintenance Amount), and all rights of the Holder of the shares so called for redemption shall cease and
terminate, except the right of such Holder to receive the redemption price specified herein, but without any interest or
other additional amount.
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(e) To
the extent that any redemption for which a Notice of Redemption has been given is not made by reason of the Special Proviso, such
redemption shall be made as soon as practicable to the extent such funds become legally available or such redemption is no longer
otherwise prohibited. Failure to redeem MRP Shares shall be deemed to exist when the Company shall have failed, for any reason
whatsoever, to pay in accordance with Section 14 of the Securities Purchase Agreement the redemption price with respect to any
shares for which such Notice of Redemption has been given in accordance with Sections 3(a) and 3(b) hereof. Notwithstanding the
fact that the Company may not have redeemed MRP Shares for which a Notice of Redemption has been given, dividends may be declared
and paid on MRP Shares and shall include those MRP Shares for which Notice of Redemption has been given but for which deposit of
funds has not been made.
(f) [Intentionally omitted.]
(g) Except
for the provisions described above, nothing contained in these terms of the MRP Shares limits any right of the Company to purchase
or otherwise acquire any MRP Shares at any price, whether higher or lower than the price that would be paid in connection with
an optional or mandatory redemption, so long as, at the time of any such purchase, (1) there is no arrearage in payment of dividends
or redemption of the MRP Shares for which Notice of Redemption has been given, (2) the Company is in compliance with the MRP Shares
Asset Coverage, MRP Shares Basic Maintenance Amount and the NAV Amount after giving effect to such purchase or acquisition on the
date thereof and (3) an offer to purchase or otherwise acquire any MRP Shares is made by the Company pro rata to the Holders of
all of the Outstanding MRP Shares upon the same terms and conditions with respect to other MRP Shares.
(h) In
the case of any redemption pursuant to this Section 3, only whole MRP Shares shall be redeemed, and in the event that any provision
of the Declaration of Trust would require redemption of a fractional share, the Company shall be authorized to round up so that
only whole shares are redeemed.
(i) Notwithstanding
anything herein to the contrary, the Board of Trustees may authorize, create or issue any class or series of shares of
capital shares, including other series of mandatory redeemable preferred shares, ranking on a parity with the MRP Shares with
respect to the payment of dividends or the distribution of assets upon dissolution, liquidation or winding up of the affairs
of the Company(“Parity Shares”), to the
extent permitted by the 1940 Act, if, (i) upon issuance, the Company would meet the MRP Shares Asset Coverage and the MRP
Shares Basic Maintenance Amount and the NAV Amount and (ii) in the event the holders of such Parity Shares have the benefit
of any rights substantially similar to Sections 2(e), 3(a)(iii), 4(f)(iv) or 4(l) which are additional to or more beneficial
than the rights of the Holders of the MRP Shares under such sections, this Supplement shall be deemed to include such
additional or more beneficial rights for the benefit of the Holders of the MRP Shares. Such rights incorporated herein shall
be terminated when and if terminated with respect to such other Parity Shares and shall be deemed amended or modified
concurrently with any amendment or modification of such other Parity Shares but, in no event, shall any such termination,
amendment or modification affect the remaining rights of the Holders of the MRP Shares.
-9-
Section
4. Voting Rights.
(a) Except
for matters which do not require the vote of Holders of MRP Shares under the 1940 Act and except as otherwise provided in the Declaration
of Trust or Bylaws, herein or as otherwise required by applicable law, (1) each Holder of MRP Shares shall be entitled to one vote
for each MRP Share held on each matter submitted to a vote of shareholders of the Company, and (2) the holders of Outstanding Preferred
Shares and Common Shares shall vote together as a single class on all matters submitted to shareholders; provided,
however, that the holders of Outstanding Preferred Shares shall be entitled, as a class, to the exclusion of the holders
of shares of all other classes of beneficial interests of the Company, to elect two Trustees of the Company at all times. Subject
to the foregoing rights of the Holders of the MRP Shares, the identity and class (if the Board of Trustees is then classified)
of the nominees for such Trustees may be fixed by the Board of Trustees. Subject to paragraph (b) of this Section 4, the holders
of Outstanding Common Shares and Outstanding Preferred Shares, voting together as a single class, shall elect the balance of the
Trustees.
(b) During
any period in which any one or more of the conditions described below shall exist (such period being referred to herein as a “Voting
Period”), the number of Trustees constituting the Board of Trustees shall automatically increase by the smallest
number that, when added to the two Trustees elected exclusively by the holders of Outstanding Preferred Shares would constitute
a majority of the Board of Trustees as so increased by such smallest number; and the holders of Preferred Shares shall be entitled,
voting as a class on a one-vote-per-share basis (to the exclusion of the holders of all other securities and classes of shares
of the Company), to elect such smallest number of additional Trustees, together with the two Trustees that such holders are in
any event entitled to elect. A Voting Period shall commence:
(i) if
at the close of business on any Dividend Payment Date accumulated dividends (whether or not earned or declared) on Preferred Shares
equal to at least two full years’ dividends shall be due and unpaid; or
(ii) if
at any time holders of any shares of Preferred Shares are entitled under the 1940 Act to elect a majority of the Trustees of the
Company.
If a Voting Period has commenced
pursuant to Section 4(b)(i), the Voting Period shall not end until all such accumulated dividends are paid to the holders of Preferred
Shares or have been otherwise provided for in a manner approved by the holders of the Preferred Shares. Upon the termination of
a Voting Period, the voting rights described in this paragraph (b) of Section 4 shall cease, subject always, however, to the revesting
of such voting rights in the holders of Preferred Shares upon the further occurrence of any of the events described in this paragraph
(b) of Section 4.
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(c) As
soon as practicable after the accrual of any right of the holders of Preferred Shares to elect additional Trustees as described
in paragraph (b) of this Section 4, the Company shall call a special meeting of such holders, and mail a notice of such special
meeting to such holders, such meeting to be held not less than 10 nor more than 30 calendar days after the date of mailing of such
notice. If the Company fails to send such notice or if a special meeting is not called at the expense of the Company, it may be
called by any such holder on like notice. The record date for determining the holders entitled to notice of and to vote at such
special meeting shall be the close of business on the fifth Business Day preceding the day on which such notice is mailed. At any
such special meeting and at each meeting of holders of Preferred Shares held during a Voting Period at which Trustees are to be
elected, a majority of such holders, voting as a separate class (to the exclusion of the holders of all other securities and classes
of beneficial interests of the Company ), shall be entitled to elect the number of Trustees prescribed in paragraph (b) of this
Section 4 on a one-vote-per-share basis.
(d) The
terms of office of all persons who are Trustees of the Company at the time of a special meeting of Holders of the MRP Shares and
holders of other Preferred Shares to elect Trustees shall continue, notwithstanding the election at such meeting by the Holders
of the MRP Shares and such holders of other Preferred Shares of the number of Trustees that they are entitled to elect, and the
persons so elected by such holders, together with the two incumbent Trustees elected by such holders and the remaining incumbent
Trustees, shall constitute the duly elected Trustees of the Company.
(e) Simultaneously
with the termination of a Voting Period, the terms of office of the additional Trustees elected by the Holders of the MRP Shares
and holders of shares of other Preferred Shares pursuant to paragraph (b) of this Section 4 shall terminate, the number of Trustees
constituting the Board of Trustees shall decrease accordingly, the remaining Trustees shall constitute the Trustees of the Company
and the voting rights of such holders to elect additional Trustees pursuant to paragraph (b) of this Section 4 shall cease, subject
to the provisions of the last sentence of paragraph (b) of this Section 4.
(f) So
long as any of the Preferred Shares are Outstanding, the Company will not, without the affirmative vote of the holders of a majority
of the outstanding Preferred Shares determined with reference to a “majority of outstanding voting securities” as that
term is defined in Section 2(a)(42) of the 1940 Act (a “1940
Act Majority”), voting as a separate class:
(i) amend,
alter or repeal (including by merger, consolidation or otherwise) any of the preferences, rights or powers of such class of Preferred
Shares so as to adversely affect such preferences, rights or powers and will not amend any provision of the Declaration of Trust
or Bylaws in a manner which would restrict or limit the ability of the Company to comply with the terms and provisions of the Securities
Purchase Agreement;
(ii) amend,
alter or repeal (including by merger, consolidation or otherwise) any of the provisions of the Declaration of Trust or Bylaws if
such amendment, alteration or repeal would adversely affect any privilege, preference, right or power of the MRP Shares or the
Holders thereof;
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(iii) enter
into, become a party to, be bound by or adopt or allow to exist any agreement or instrument or any evidence of indebtedness which
contains restrictive covenants intended to limit the right of the Company to make dividends, distributions, redemptions or repurchases
of Preferred Shares (each a “Restricted Payment Covenant”)
which are more restrictive than the provisions of Sections 10.4(b) or (c) of the Note Purchase Agreement dated as of July 8, 2021
and Sections 10.4(b) or (c) of the Note Purchase Agreement dated as of May 22, 2026, each as such Note Purchase Agreements are
in effect on May 22, 2026 (other than Restricted Payment Covenants that are more restrictive as a result of (1) a change in the
laws or regulations or the Rating Agency Guidelines to which the Company is subject or (2) dividends, distributions, redemptions
or repurchases of Preferred Shares being blocked or restricted as a result of the occurrence of any default or event of default
(as such terms are defined under any such agreement or instrument)). For the avoidance of doubt, an amendment to, or adoption of,
a covenant (other than a Restricted Payment Covenant) in any instrument or agreement evidencing indebtedness of the Company (including,
without limitation, the Note Purchase Agreement dated as of July 8, 2021 and the Note Purchase Agreement dated as of May 22, 2026)
shall not require the affirmative vote of a 1940 Act Majority of the Holders of the Preferred Shares pursuant to this Section 4(f)(iii);
(iv) create,
authorize or issue shares of any class of beneficial interests ranking on a parity with the Preferred Shares with respect to the
payment of dividends or the distribution of assets, or any securities convertible into, or warrants, options or similar rights
to purchase, acquire or receive, such shares of beneficial interests ranking on a parity with the Preferred Shares or reclassify
any authorized shares of beneficial interests of the Company into any shares ranking on a parity with the Preferred Shares (except
that, notwithstanding the foregoing, but subject to the provisions of Section 3(i), the Board of Trustees, without the vote or
consent of the holders of the Preferred Shares may from time to time authorize, create and classify, and the Company, to the extent
permitted by the 1940 Act, may from time to time issue, shares or series of Preferred Shares, including other series of Mandatory
Redeemable Preferred Shares, ranking on a parity with the MRP Shares with respect to the payment of dividends and the distribution
of assets upon dissolution, liquidation or winding up of the affairs of the Company, and may authorize, reclassify and/or issue
any additional MRP Shares, including shares previously purchased or redeemed by the Company, subject to (i) continuing compliance
by the Company with MRP Shares Asset Coverage requirement and MRP Shares Basic Maintenance Amount and the NAV Amount and, in all
material respects, the other provisions of this Supplement, and (ii) the payment in full of all accrued and unpaid dividends on
the MRP Shares and the effectuation of all redemptions required in respect of the MRP Shares, in each case, without regard to the
Special Proviso in Section 3(a)(iv) except to the extent the proceeds of the issuance of such Preferred Shares are used to pay
such dividends in full and to effect all such redemptions);
(v) liquidate or dissolve the Company;
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(vi) create,
incur or suffer to exist, or agree to create, incur or suffer to exist, or consent to cause or permit in the future (upon
the happening of a contingency or otherwise) the creation, incurrence or existence of any material lien, mortgage, pledge,
charge, security interest, security agreement, conditional sale or trust receipt or other material encumbrance of any kind
upon any of the Company’s assets as a whole, except (A) liens the validity of which are being contested in good faith
by appropriate proceedings, (B) liens for taxes that are not then due and payable or that can be paid thereafter without
penalty, (C) liens, pledges, charges, security interests, security agreements or other encumbrances arising in connection
with any indebtedness senior to the MRP Shares or arising in connection with any futures contracts or options thereon, swap
or cap transactions, forward rate transactions, put or call options, currency forwards, repurchases, reverse repurchases,
short sales of securities or other similar transactions, (D) liens, pledges, charges, security interests, security agreements
or other encumbrances arising in connection with any indebtedness permitted under clause (vii) below and (E) liens to secure
payment for services rendered, including, without limitation, services rendered by the Company’s custodian or otherwise
arising pursuant to the Custody Agreement or any future custody agreement;
(vii) create,
authorize, issue, incur or suffer to exist any indebtedness for borrowed money or any direct or indirect guarantee of such indebtedness
for borrowed money or any direct or indirect guarantee of such indebtedness, except the Company may borrow and issue indebtedness
as may be permitted by the Company’s investment restrictions or as may be permitted by the 1940 Act; provided,
however, that transfers of assets by the Company subject
to an obligation to repurchase shall not be deemed to be indebtedness for purposes of this provision to the extent that after any
such transaction the Company meets the MRP Shares Basic Maintenance Amount; or
(viii) create,
authorize or issue of any shares of beneficial interests of the Company which are senior to the MRP Shares with respect to the
payment of dividends, the making of redemptions, liquidation preference or the distribution of assets of the Company .
(g) The
affirmative vote of the holders of a 1940 Act Majority of the Outstanding Preferred Shares, voting as a separate class, shall be
required to approve any plan of reorganization (as such term is used in the 1940 Act) adversely affecting such shares or any action
requiring a vote of security holders of the Company under Section 13(a) of the 1940 Act.
(h) The
affirmative vote of the holders of a 1940 Act Majority of the MRP Shares, voting separately as a series, shall be required with
respect to any matter that materially and adversely affects the rights, preferences, or powers of the MRP Shares in a manner different
from that of other separate series of classes of the Company’s shares of beneficial interests. The vote of holders of any
shares described in this Section 4(h) will in each case be in addition to a separate vote of the requisite percentage of Common
Shares and/or Preferred Shares, if any, necessary to authorize the action in question.
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(i) Unless
otherwise required by law, Holders of MRP Shares shall not have any relative rights or preferences or other special rights other
than those specifically set forth herein. The Holders of MRP Shares shall have no rights to cumulative voting.
(j) The
foregoing voting provisions will not apply with respect to the MRP Shares if, at or prior to the time when a vote is required,
such shares have been (i) redeemed or (ii) called for redemption and sufficient funds shall have been deposited in trust to effect
such redemption.
(k) Any
vote, amendment, waiver, or consent granted or to be effected by any Holder of MRP Shares that has agreed to transfer such MRP
Shares to the Company or any Affiliate of the Company and has agreed to provide such waiver, vote, amendment or modification as
a condition to such transfer shall be void and of no effect except as to such Holder.
(l) So
long as any shares of Preferred Shares are Outstanding, the Company will not, without the affirmative vote of (1) the holders of
a 1940 Act Majority of the outstanding shares of Preferred Shares, voting as a separate class, and (2) the holders of a 1940 Act
Majority of the holders of the MRP Shares, voting as a separate series, create, authorize or issue shares of any class or series
of beneficial interests ranking senior to the Preferred Shares with respect to the payment of dividends or the distribution of
assets, or any securities convertible into, or warrants, options or similar rights to purchase, acquire or receive, such shares
of beneficial interests ranking senior to the Preferred Shares or reclassify any authorized shares of beneficial interests of the
Company into any shares ranking senior to the Preferred Shares.
(m) The
Holders of MRP Shares shall have exclusive voting rights on any Declaration of Trust amendment that would alter the contract rights,
as expressly set in such Declaration of Trust, of only the MRP Shares.
Section
5. Liquidation Rights.
(a) Upon
the dissolution, liquidation or winding up of the affairs of the Company, whether voluntary or involuntary, the Holders of
MRP Shares then Outstanding, together with holders of shares of any Preferred Shares ranking on a parity with the MRP Shares
upon dissolution, liquidation or winding up, shall be entitled to receive and to be paid out of the assets of the Company (or
the proceeds thereof) available for distribution to its shareholders after satisfaction of claims of creditors of the
Company, but before any distribution or payment shall be made in respect of the Common Shares, an amount equal to the
liquidation preference with respect to such shares. The liquidation preference for MRP Shares shall be $25.00 per share, plus
an amount equal to all accumulated and unpaid dividends thereon (whether or not earned or declared but without interest) to
the date payment of such distribution is made in full. No redemption premium (including without limitation any Make-Whole
Amount) shall be paid upon any liquidation even if such redemption premium would be paid upon optional or mandatory
redemption of the relevant shares. In determining whether a distribution (other than upon voluntary or involuntary
liquidation), by dividend, redemption or otherwise, is permitted under the Delaware Statutory Trust Act, amounts that would
be needed, if the Company were to be dissolved at the time of distribution, to satisfy the liquidation preference of the MRP
Shares will not be added to the Company’s total liabilities.
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(b) If,
upon any liquidation, dissolution or winding up of the affairs of the Company, whether voluntary or involuntary, the assets of
the Company available for distribution among the holders of all outstanding shares of Preferred Shares shall be insufficient to
permit the payment in full to holders of the amounts to which they are entitled, then the available assets shall be distributed
among the holders of all outstanding shares of Preferred Shares ratably in any distribution of assets according to the respective
amounts which would be payable on all the shares if all amounts thereon were paid in full.
(c) Upon
the dissolution, liquidation or winding up of the affairs of the Company, whether voluntary or involuntary, until payment in full
is made to the Holders of MRP Shares of the liquidation distribution to which they are entitled, (1) no dividend or other distribution
shall be made to the holders of Common Shares or any other class or series of shares of beneficial interests of the Company ranking
junior to MRP Shares upon dissolution, liquidation or winding up and (2) no purchase, redemption or other acquisition for any consideration
by the Company shall be made in respect of the Common Shares or any other class of shares of beneficial interests of the Company
ranking junior to MRP Shares upon dissolution, liquidation or winding up.
(d) A
consolidation, reorganization or merger of the Company with or into any company, trust or other legal entity, or a sale, lease
or exchange of all or substantially all of the assets of the Company in consideration for the issuance of equity securities of
another company, trust of other legal entity shall not be deemed to be a liquidation, dissolution or winding up, whether voluntary
or involuntary, for the purposes of this Section 5.
(e) After
the payment to the holders of Preferred Shares of the full preferential amounts provided for in this Section 5, the holders of
Preferred Shares as such shall have no right or claim to any of the remaining assets of the Company.
(f) Subject
to the rights of the holders of shares of any series or class or classes of beneficial interests ranking on a parity with MRP Shares
with respect to the distribution of assets upon dissolution, liquidation or winding up of the affairs of the Company, after payment
shall have been made in full to the Holders of the MRP Shares as provided in paragraph (a) of this Section 5, but not prior thereto,
any other series or class or classes of shares ranking junior to MRP Shares with respect to the distribution of assets upon dissolution,
liquidation or winding up of the affairs of the Company shall, subject to any respective terms and provisions (if any) applying
thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the Holders of the MRP Shares shall
not be entitled to share therein.
Section
6. Certain Other Restrictions.
If the Rating
Agency Guidelines require the Company to receive a prior written confirmation that certain actions would not impair the
rating then assigned by the Rating Agency to the MRP Shares, then the Company will not engage in such actions unless it has
received written confirmation from each such Rating Agency that such actions would not impair the rating then assigned by
such Rating Agency.
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Section
7. Compliance Procedures for Asset Maintenance Tests.
For so
long as any MRP Shares are Outstanding and Moody’s or any Other Rating Agency which so requires is then rating such shares,
the Company shall deliver to each rating agency which is then rating MRP Shares and any other party specified in the Rating Agency
Guidelines all certificates that are set forth in the respective Rating Agency Guidelines at such times and containing such information
as set forth in the respective Rating Agency Guidelines.
Section
8. Notice.
All notices
and communications provided for hereunder shall be made in accordance with Section 18 of the Securities Purchase Agreement, except
as otherwise provided in these terms of the MRP Shares or by the Delaware Statutory Trust Act for notices of shareholders’
meetings.
Section
9. Waiver.
Without
limiting Section 4(k) and Section 4(l) above, to the extent permitted by Delaware law and the 1940 Act, holders of a 1940 Act Majority
of the outstanding shares of Preferred Shares, acting collectively or voting separately from any other series, may by affirmative
vote waive any provision hereof intended for their respective benefit in accordance with such procedures as may from time to time
be established by the Board of Trustees.
Section
10. Termination.
If no MRP
Shares are Outstanding, all rights and preferences of such shares established and designated hereunder shall cease and terminate,
and all obligations of the Company under these terms of the MRP Shares, shall terminate as to the MRP Shares.
Section
11. Rating Agency Requests.
(a) In
the event that the Company has been requested by an NRSRO which is then rating the MRP Shares to take any action with
respect to the MRP Shares to maintain the rating of such NRSRO thereon and such action would require the vote of the Holders
of MRP Shares, if the Company shall give written notice of such request in reasonable detail of such action by the related
NRSRO in writing to each Holder of MRP Shares in accordance with the notice provisions of, and the requirements of the
Purchaser Schedule to the Securities Purchase Agreement, (but only by (i) delivery by nationally recognized courier service
of hard copies and only if such “courier” receives written or email acknowledgement of receipt by such Holder or,
(ii) if the Holder has provided an email address in its notice details in the Purchaser Schedule to, the Securities Purchase
Agreement, delivery by email and only if the Company receives written acknowledgement of receipt by such Holder) (such notice
being referred to as the “Company
Request”), a Holder shall be deemed to have agreed to the matters requested by the Company in such Company
Request if such Holder does not object to the Company Request within 30 days after receipt of the Company Request.
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(b) Subject
to the provisions of these terms of the MRP Shares, including Section 11(a), the Board of Trustees may, by resolution duly adopted,
without shareholder approval (except as otherwise provided by these terms of the MRP Shares or required by applicable law), modify
these terms of the MRP Shares to reflect any modification hereto which the Board of Trustees is entitled to adopt pursuant to the
terms of Section 11(a) hereof.
Section
12. Definitions.
As used
herein, the following terms shall have the following meanings (with terms defined in the singular having comparable meanings when
used in the plural and vice versa), unless the context otherwise requires:
“Affiliate”
means, at any time, and with respect to any Person, any other Person that at such time directly or indirectly through one or more
intermediaries Controls, or is Controlled by, or is under common Control with, such first Person. As used in this definition, “Control”
means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies
of a Person, whether through the ownership of voting securities, by contract or otherwise. Unless the context otherwise clearly
requires, any reference to an “Affiliate”
is a reference to an Affiliate of the Company.
“Agency
Discounted Value” means the quotient of the Market Value of an Eligible Asset divided by the applicable Rating
Agency Discount Factor, provided that with
respect to an Eligible Asset that is currently callable, Agency Discounted Value will be equal to the quotient as calculated above
or the call price, whichever is lower, and that with respect to an Eligible Asset that is prepayable, Agency Discounted Value will
be equal to the quotient as calculated above or the par value, whichever is lower.
“Angel
Notes” means the $40,000,000 in the principal amount of the Company’s currently outstanding senior unsecured
notes and any additional series of such notes which may be issued from time to time by the Company.
“Applicable
Rate” means 5.864% per annum, as adjusted (if applicable) in accordance with Section 2(c)(i) hereof.
“Asset
Coverage Cure Date” has the meaning set forth in Section 3(a)(iii).
“Basic
Maintenance Amount” has the meaning set forth in such Rating Agency Guidelines.
“Board
of Trustees” or “Board”
means the Board of Trustees of the Company or any duly authorized committee thereof as permitted by applicable law.
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“Business
Day” means any day other than a Saturday, a Sunday or a day on which commercial banks in New York City or Atlanta,
Georgia are required or authorized to be closed or any day on which the New York Stock Exchange is closed for trading.
“Bylaws”
means the by-laws of the Company as adopted on June 14, 2018, as may be amended from time to time.
“Commission”
means the United States Securities and Exchange Commission.
“Common
Shares” means the shares of common shares of beneficial interest, par value $.001 per share, of the
Company.
“Company”
has the meaning set forth in the first recital hereof.
“Custody
Agreement” means that certain Amended and Restated Custody Agreement dated as of April 1, 2021 by and between,
inter alios, the Company and U.S. Bank
National Association, as amended through the Amendment dated as of September 23, 2025.
“Default”
has the meaning set forth in Section 2(c)(ii) hereof.
“Default
Period” has the meaning set forth in Section 2(c)(ii) hereof.
“Default
Rate” means, with respect to the MRP Shares, for any calendar day, the Applicable Rate in effect on such day (without
adjustment for any credit rating change on the MRP Shares) plus 5% per annum.
“Default
Rate Cure Period” has the meaning set forth in Section 2(c)(iii) hereof.
“Delaware
Statutory Trust Act” means the Delaware Statutory Trust Act, as amended.
“Dividend
Default” has the meaning set forth in Section 2(c)(ii) hereof.
“Dividend
Payment Date” with respect to the MRP Shares means the first (1st) Business
Day next following the last day of each Dividend Period.
“Dividend
Period” means, with respect to the MRP Shares, the period from and including the Original Issue Date and ending
on and including the next following Quarterly Dividend Date,
and each subsequent period from but excluding a Quarterly Dividend Date and ending on and including the next following Quarterly
Dividend Date.
“Dividend
Rate” has the meaning set forth in Section 2(c)(i) hereof.
“Eligible
Assets” means assets of the Company set forth in the Rating Agency Guidelines of each Rating Agency as eligible
for inclusion in calculating the Agency Discounted Value of the Company’s assets in connection with the Rating Agency’s
rating of the MRP Shares.
-18-
“Holder”
means, with respect to MRP Shares, the registered holder of MRP Shares as the same appears on the share ledger or share
records of the Company.
“Investment”
means any advance, loan, extension of credit or capital contribution to, or purchase of any stock, bonds, notes, debentures or
other Securities of or any assets constituting a business unit of or any other investment in any Person.
“Level
3 Asset” means, at any time, any Investment of the Company (a) for which there are no Level 1 Inputs or Level 2 Inputs
(in each case within the meaning of Topic ASC 820, Fair Value Measurements and Disclosures), or (b) the value of which is determined
by reference to Level 3 Inputs (within the meaning of Topic ASC 820).
“Level
3 Asset Cure Date” has the meaning set forth in Section 3(a)(iii) hereof.
“Level
3 Asset Test” means, as of any date of determination, the aggregate value of all Level 3 Assets of the Company
being equal to 30% or less of the aggregate amount of all assets of the Company determined in accordance with generally accepted
accounting principles applicable to the Company.
“Make-Whole
Amount” means, with respect to any MRP Share, an amount equal to the excess, if any, of the Discounted Value of
the Remaining Scheduled Payments with respect to the MRP Liquidation Preference Amount of such MRP Share over the amount of such
MRP Liquidation Preference Amount, provided
that the Make-Whole Amount may in no event be less than zero. For the purposes of determining the Make-Whole Amount, the following
terms have the following meanings:
(1) “Discounted
Value” means, with respect to the MRP Liquidation Preference Amount of any MRP Share, the amount obtained by discounting
all Remaining Scheduled Payments with respect to such MRP Liquidation Preference Amount from their respective scheduled due dates
to the Settlement Date with respect to such MRP Liquidation Preference Amount, in accordance with accepted financial practice and
at a discount factor (applied quarterly on a Quarterly Dividend Date) equal to the Reinvestment Yield with respect to such MRP
Liquidation Preference Amount.
(2) “Reinvestment
Yield” means, with respect to the MRP Liquidation Preference Amount of any MRP Share, .50% over the yield
to maturity implied by the “Ask Yield(s)” reported as of 10:00 a.m. (New York City time) on the second Business
Day preceding the Settlement Date with respect to such MRP Liquidation Preference Amount, on the display designated as
“Page PX1” (or such other display as may replace Page PX1) on Bloomberg Financial Markets for the most recently
issued actively traded on-the-run U.S. Treasury securities (“Reported”)
having a maturity equal to the Remaining Average Life of such MRP Liquidation Preference Amount as of such Settlement Date.
If there are no such U.S. Treasury securities Reported having a maturity equal to such Remaining Average Life, then such
implied yield to maturity will be determined by (i) converting U.S. Treasury bill quotations to bond equivalent yields in
accordance with accepted financial practice and (ii) interpolating linearly between the “Ask Yields” Reported for
the applicable most recently issued actively traded on-the-run U.S. Treasury securities with the maturities (1) closest to
and greater than such Remaining Average Life and (2) closest to and less than such Remaining Average Life. The Reinvestment
Yield shall be rounded to the number of decimal places as appears in the dividend rate of the applicable MRP Shares.
-19-
If such yields are not
Reported or the yields Reported as of such time are not ascertainable (including by way of interpolation), then “Reinvestment
Yield” means, with respect to the MRP Liquidation Preference Amount of any MRP Shares, the sum of (x) .50% plus (y) the yield
to maturity implied by the U.S. Treasury constant maturity yields reported, for the latest day for which such yields have been
so reported as of the second Business Day preceding the Settlement Date with respect to such MRP Liquidation Preference Amount,
in Federal Reserve Statistical Release H.15 (or any comparable successor publication) for the U.S. Treasury constant maturity having
a term equal to the Remaining Average Life of such MRP Liquidation Preference Amount as of such Settlement Date. If there is no
such U.S. Treasury constant maturity having a term equal to such Remaining Average Life, such implied yield to maturity will be
determined by interpolating linearly between (1) the U.S. Treasury constant maturity so reported with the term closest to and greater
than such Remaining Average Life and (2) the U.S. Treasury constant maturity so reported with the term closest to and less than
such Remaining Average Life. The Reinvestment Yield shall be rounded to the number of decimal places as appears in the dividend
rate of the applicable MRP Shares.
(3) “Remaining
Average Life” means, with respect to any MRP Liquidation Preference Amount, the number of years (calculated to
the nearest one-twelfth year) that will elapse between the Settlement Date with respect to such MRP Liquidation Preference Amount
and the scheduled due date of such Remaining Scheduled Payment.
(4) “Remaining
Scheduled Payments” means, with respect to the MRP Liquidation Preference Amount of any MRP Share, all payments
of such MRP Liquidation Preference Amount and dividends thereon at the Applicable Rate or the Default Rate (as applicable) as if
they were paid on each Quarterly Dividend Payment Date after the Settlement Date with respect to such MRP Liquidation Preference
Amount if no payment of such MRP Liquidation Preference Amount were made prior to the Term Redemption Date, provided
that if such Settlement Date is not a Quarterly Dividend Payment Date, then the amount of the next succeeding scheduled dividend
payment will be reduced by the amount of dividends accrued to such Settlement Date and required to be paid on such Settlement Date
pursuant to Section 3.
(5) “Settlement
Date” means, with respect to the MRP Liquidation Preference Amount of any MRP Share, the date on which such MRP
Liquidation Preference Amount is to be prepaid pursuant to Section 3.
“Mandatory
Redemption Date” has the meaning set forth in Section 3(a)(iv) hereof.
-20-
“Market
Value” means the market value of an asset of the Company as determined by the custodian following the guidelines
of the Company.
“Moody’s”
means Moody’s Investors Service, Inc. or its successor at law.
“MRP
Liquidation Preference Amount” means for the MRP Shares, liquidation preference, $25.00 per share.
“MRP
Shares” means the Series A Mandatory Redeemable Preferred Shares of the Company.
“MRP
Shares Asset Coverage” means asset coverage, as determined in accordance with Section 18(h) of the 1940 Act, as
in effect on the date of issuance of the MRP Shares, of at least 225% with respect to all outstanding Senior Securities and Preferred
Shares, including all outstanding MRP Shares, determined on the basis of values calculated as of a time within 48 hours (not including
Sundays or holidays) next preceding the time of such determination provided,
that for purposes of calculating total assets as used in such asset coverage test, the Company shall exclude the value
of Level 3 Assets in excess of 20% of total assets.
“MRP
Shares Basic Maintenance Amount” means, so long as a Ratings Agency is then rating the Outstanding MRP Shares,
the maintenance of Eligible Assets with an aggregate discounted value at least equal to the Basic Maintenance Amount, as separately
determined; provided, however, (i) if no Rating Agency is rating the Outstanding MRP Shares or (ii) if the Ratings Agency does
not incorporate the Basic Maintenance Amount in its Rating Agency Guidelines, the Company shall be deemed to have Eligible Assets
with an aggregate discounted value in excess of the Basic Maintenance Amount for the purposes of this definition.
“NAIC”
means the National Association of Insurance Commissioners.
“NAV”
means the aggregate net asset value of the Company, calculated using the valuation procedures of the Company adopted by the Company’s
Board of Trustees.
“NAV
Amount” means the aggregate NAV of the Company would equal or exceed an average of $250,000,000, as calculated
on a trailing ten (10) day rolling basis.
“NAV
Trigger Date” is defined in Section 3(a)(vi).
“1940
Act” means the Investment Company Act of 1940, as amended from time to time and the rules and regulations adopted
by the Commission thereunder.
“1940
Act Majority” has the meaning set forth in Section 4(f) hereof.
“Notice
of Redemption” is defined in Section 3(b).
-21-
“NRSRO”
means any of DBRS, Inc., Fitch Ratings, Inc., Kroll Bond Rating Agency, Inc., Moody’s Investors Service, Inc. or S&P
Global Ratings, a division of S&P Global, or any of their successors at law.
“Original
Issue Date” means May 22, 2026 in the case of the MRP Shares.
“Other
Rating Agency” means each NRSRO, if any, other than Moody’s then providing a rating for any series of MRP
Shares pursuant to the request of the Company.
“Outstanding”
or “outstanding” means, with
respect to the MRP Shares, as of any date, the MRP Shares theretofore issued by the Company except, without duplication, any MRP
Shares theretofore canceled, redeemed or repurchased by the Company. Notwithstanding the foregoing, (A) for purposes of voting
rights (including the determination of the number of shares required to constitute a quorum), any of the MRP Shares of which the
Company or any Affiliate of the Company shall be the Holder shall be disregarded and not deemed outstanding and (B) for purposes
of determining the MRP Shares Basic Maintenance Amount, MRP Shares held by the Company shall be disregarded and not deemed outstanding
but shares held by an Affiliate of the Company shall be deemed oustanding.
“Parity
Shares” shall have the meaning set forth in Section 3(i) hereof.
“Person”
or “person” means and includes
an individual, a corporation, a partnership, a trust, a company, an unincorporated association, a joint venture or other entity
or a government or any agency or political subdivision thereof.
“Preferred
Shares” means the shares of preferred beneficial interests, par value $0.001 per share, including the MRP Shares,
of the Company from time to time.
“Quarterly
Dividend Date” means the last day of each calendar quarter.
“Rating
Agency” means each of Moody’s (if Moody’s is then rating MRP Shares) and any Other Rating Agency.
“Rating
Agency Discount Factor” means the discount factors, if any, set forth in the Rating Agency Guidelines of each Rating
Agency for use in calculating the Agency Discounted Value of the Company’s assets in connection with the Rating Agency’s
rating of Senior Securities.
“Rating
Agency Guidelines” mean the guidelines provided by each Rating Agency, as may be amended from time to time, in
connection with such Rating Agency’s rating of any series of MRP Shares.
“Redemption
Date” has the meaning set forth in Section 2(c)(ii) hereof.
“Redemption
Default” has the meaning set forth in Section 2(c)(ii) hereof.
“Restricted
Payment Covenant” has the meaning set forth in Section 4(f)(iii) hereof.
-22-
“SEC”
means the Securities and Exchange Commission of the United States of America.
“Securities
Purchase Agreement” means the Securities Purchase Agreement dated as of May 22, 2026, as amended from time to
time, of the Company in respect of the MRP Shares.
“Senior
Securities” means indebtedness for borrowed money of the Company including, without limitation, the Angel Notes,
the bank borrowings and (without duplication) other indebtedness of the Company within the meaning of Section 18 of the 1940 Act.
“Special
Proviso” shall have the meaning set forth in Section 3(a)(iv).
“Term
Redemption Date” means April 30, 2031 for the MRP Shares, unless modified to January 31, 2031 pursuant to Section
3(a)(vii).
“Valuation
Date” means every Friday, or, if such day is not a Business Day, the next preceding Business Day; provided,
however, that the first Valuation Date may occur on any other date established by the Company; provided,
further, however, that such first Valuation Date shall be not more than one week after the date on which MRP Shares
initially are issued.
“Voting
Period” shall have the meaning set forth in Section 4(b) hereof.
Section
14. Interpretation.
To the
extent the provisions set forth this Supplement conflict with the provisions of the Original Declaration of Trust (including any
amendments thereto) with respect to any such rights, powers and privileges of the MRP Shares, this Supplement shall control.
First:
References to sections, subsections, clauses, sub-clauses, paragraphs and subparagraphs are to such sections, subsections, clauses,
sub-clauses, paragraphs and subparagraphs contained herein, unless specifically identified otherwise.
Second:
The MRP Shares have been classified and designated by the Board of Trustees under the authority contained in the Declaration of
Trust.
Third:
This Supplement has been approved by the Board of Trustees in the manner and by the vote required by law.
Fourth:
This Supplement shall be effective at 9:00 a.m., Eastern time, on May 22, 2026.
Fifth:
The undersigned acknowledges this Supplement to be the statutory act of the Company and, as to all matters or facts required to be verified
under oath, the undersigned acknowledges that, to the best of his or her knowledge, information and belief, these matters and facts are
true in all material respects and that this statement is made under the penalties for perjury.
-23-
Nothing
in this Supplement, express or implied, is intended to or will create or be deemed to create any third party beneficiary rights
or any other rights (whether legal or equitable), benefits or remedies of any nature in any person or entity, including any Shareholders
of the Company, other than the Company, the Trustees and the Holders of the MRP Shares.
[Signature
Page Follows]
-24-
In
Witness Whereof, the Company has caused this Supplement to be signed in its name and on its behalf by its Treasurer on
the date first written above.
Attest:
Angel
Oak Financial Strategies Income
Term Trust
s/ Chase Eldredge
s/ Nilesh Likhite
Name: Chase Eldredge
Name: Nilesh Likhite
Title: Chief Compliance Officer
Title: Treasurer
Exhibit
1
Form
of Series A Share Certificate
[See attached]
1-B-3
SEE REVERSE
FOR IMPORTANT
NOTICE ON TRANSFER
RESTRICTIONS AND OTHER INFORMATION
Number Series
A MRP-«Number»
«Shares»
Series A
Mandatory
Redeemable Preferred Shares
$.001
par value per share
PPN
03464A A#7
ANGEL
OAK FINANCIAL STRATEGIES INCOME TERM TRUST
a Delaware Trust
[•]
Series A Mandatory Redeemable Preferred Shares
THIS
CERTIFIES THAT: «Name» is the registered holder of «Sharesspelled» («Shares») Series
A Mandatory Redeemable Preferred Shares of ANGEL OAK FINANCIAL STRATEGIES INCOME TERM TRUST (the “Trust”)
transferable only on the share register of the Trust by the holder hereof, in person or by duly authorized attorney, upon surrender
of this certificate properly endorsed or assigned. This certificate and the shares represented hereby are issued and shall be
held subject to all the provisions of the Declaration of Trust of the Trust, including the Supplement for the Series A Mandatory
Redeemable Preferred Shares, and the Bylaws of the Trust, and any amendments thereto, a copy of each of which is on file at the
office of the Trust, to all of which the holder of this certificate, by acceptance hereof, assents and agrees to be bound.
WITNESS
the Seal of the Trust and the signatures of its duly authorized officers this «Date».
[•] [•]
-2-
FOR
VALUE RECEIVED_______________________________ HEREBY SELLS, ASSIGNS, AND TRANSFERS UNTO________________________ (___________________)
SHARES REPRESENTED BY THE WITHIN CERTIFICATE AND DOES HEREBY IRREVOCABLY CONSTITUTE AND APPOINT________________________________
ATTORNEY TO TRANSFER THE SAID SHARES ON THE SHARE REGISTER OF THE WITHIN NAMED TRUST WITH FULL POWER
OF SUBSTITUTION IN THE PREMISES.
DATED
___________
(Shareholder)
NOTICE:
THE SIGNATURE ON THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THIS CERTIFICATE, IN EVERY PARTICULAR,
WITHOUT ALTERATION OR ENLARGEMENT, OR ANY CHANGE WHATSOEVER.
IMPORTANT
NOTICE
THE
MRP SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR UNDER THE
SECURITIES LAWS OF ANY STATE OR FOREIGN JURISDICTION AND MAY NOT BE TRANSFERRED OR RESOLD UNLESS REGISTERED UNDER THE SECURITIES
ACT AND ALL APPLICABLE STATE OR FOREIGN SECURITIES LAWS UNLESS AN EXEMPTION FROM THE REQUIREMENT FOR SUCH REGISTRATION IS AVAILABLE.
THE
SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER AS SET FORTH IN THAT CERTAIN SECURITIES PURCHASE
AGREEMENT DATED MAY 22, 2026 BY AND BETWEEN THE TRUST AND THE HOLDER HEREOF, A COPY OF WHICH IS ON FILE WITH THE TRUST. A COPY
OF SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE TRUST
AT ITS PRINCIPAL EXECUTIVE OFFICE.
1-B-3
EX-10.1 — SECURITIES PURCHASE AGREEMENT, DATED AS OF MAY 22, 2026, BETWEEN THE FUND AND THE PURCHASERS
EX-10.1
Filename: ex10-1.htm · Sequence: 3
ANGEL OAK FINANCIAL STRATEGIES INCOME TERM TRUST 8-K
Exhibit 10.1
Execution
Version
Angel
Oak Financial Strategies Income Term Trust
Series
A Mandatory Redeemable Preferred Shares
Securities
Purchase Agreement
Dated as of May 22, 2026
Table
of Contents
Section
Heading
Page
Section 1.
Authorization of MRP Shares
1
Section 2.
Sale and Purchase of MRP Shares
2
Section 3.
Closing
2
Section 4.
Conditions to Closing
3
Section 4.1.
Representations and Warranties
3
Section 4.2.
Performance; No Default; Compliance with Supplement
3
Section 4.3.
Compliance Certificates
3
Section 4.4.
Opinions of Counsel
3
Section 4.5.
Purchase Permitted By Applicable Law, Etc
3
Section 4.6.
Sale of Other MRP Shares
4
Section 4.7.
Payment of Special Counsel Fees
4
Section 4.8.
Private Placement Number
4
Section 4.9.
Changes in Structure
4
Section 4.10.
Funding Instructions
4
Section 4.11.
Offeree Letter
4
Section 4.12.
Rating of MRP Shares
5
Section 4.13.
Supplement
5
Section 4.14.
Proceedings and Documents
5
Section 4.15.
Consent of Holders of Other Securities
5
Section 5.
Representations and Warranties of the Company
5
Section 5.1.
Organization; Power and Authority
5
Section 5.2.
Authorization, Etc
5
Section 5.3.
Disclosure
6
Section 5.4.
No Subsidiaries
6
Section 5.5.
Financial Statements; Material Liabilities
6
Section 5.6.
Compliance with Laws, Other Instruments, Etc
6
Section 5.7.
Governmental Authorizations, Etc
7
Section 5.8.
Litigation; Observance of Statutes and Orders
7
Section 5.9.
Taxes
7
Section 5.10.
Title to Property; Leases
7
Section 5.11.
Licenses, Permits, Etc
7
Section 5.12.
Compliance with Employee Benefit Plans
8
Section 5.13.
Private Offering by the Company
8
Section 5.14.
Use of Proceeds; Margin Regulations
8
Section 5.15.
Existing Indebtedness
8
Section 5.16.
Foreign Assets Control Regulations, Etc
9
-i-
Section 5.17.
Status under Certain Statutes
9
Section 5.18.
Ranking of Obligations
10
Section 5.19.
Shares of Beneficial Interest
10
Section 5.20.
Restrictions on Creation of MRP Shares and Distributions
10
Section 6.
Representations of the Purchasers
11
Section 7.
Information as to the Company
13
Section 7.1.
Financial and Business Information
13
Section 7.2.
Officer’s Certificate
16
Section 7.3.
Visitation
16
Section 7.4.
Electronic Delivery
17
Section 8.
Redemption of the MRP Shares
18
Section 9.
Affirmative Covenants
18
Section 9.1.
Compliance with Laws
18
Section 9.2.
Insurance
18
Section 9.3.
Maintenance of Properties
18
Section 9.4.
Payment of Taxes
19
Section 9.5.
Statutory Trust Existence, Etc
19
Section 9.6.
Books and Records
19
Section 9.7.
Current Rating on the MRP Shares
19
Section 9.8.
Ranking of MRP Shares
19
Section 9.9.
Maintenance of Status
19
Section 9.10.
Payment
20
Section 10.
Negative Covenants
20
Section 10.1.
Transactions with Affiliates
20
Section 10.2.
Merger, Consolidation, Etc
20
Section 10.3.
Economic Sanctions, Etc
21
Section 10.4.
No Subsidiaries
21
Section 11.
Default and Remedies
21
Section 12.
Reserved
22
Section 13.
Registration; Exchange; Substitution of Certificates Representing MRP Shares
22
Section 13.1.
Registration of MRP Shares
22
Section 13.2.
Transfer and Exchange of MRP Shares
22
Section 13.3.
Replacement of Certificates Representing MRP Shares
23
-ii-
Section 14.
Payments on MRP Shares
23
Section 14.1.
Place of Payment
23
Section 14.2.
Payment by Wire Transfer
23
Section 14.3.
FATCA Information
24
Section 15.
Expenses, Etc
24
Section 15.1.
Transaction Expenses
24
Section 15.2.
Certain Taxes
25
Section 15.3.
Survival
25
Section 16.
Survival of Representations and Warranties; Entire Agreement
25
Section 17.
Amendment and Waiver
26
Section 17.1.
Requirements
26
Section 17.2.
Solicitation of Holders of MRP Shares
26
Section 17.3.
Binding Effect, Etc
27
Section 17.4.
MRP Shares Held by Company, Etc
27
Section 18.
Notices
27
Section 19.
Reproduction of Documents
28
Section 20.
Confidential Information
29
Section 21.
Substitution of Purchaser; Substitution Consent
30
Section 21.1.
Substitution of Purchaser
30
Section 21.2.
Consent
30
Section 22.
Miscellaneous
30
Section 22.1.
Successors and Assigns
30
Section 22.2.
Accounting Terms
30
Section 22.3.
Appointment of Initial MRP Shares Trustees
31
Section 22.4.
Severability
31
Section 22.5.
Construction, Etc
31
Section 22.6.
Counterparts; Electronic Contracting
32
Section 22.7.
Governing Law
32
Section 22.8.
Jurisdiction and Process; Waiver of Jury Trial
32
-iii-
Schedule A
—
Defined Terms
Schedule 4.4(a)
—
Form of Opinion of Special Counsel for the Company
- omitted
Schedule 4.4(b)
—
Form of Opinion of Special Counsel for the Purchasers
- omitted
Schedule 5.3
—
Disclosure Materials
Schedule 5.5
—
Financial Statements
Schedule 5.15
—
Existing Indebtedness Schedule
Schedule 5.19
—
Shares of Beneficial Interest
Purchaser Schedule
—
Information Relating to Purchasers - omitted
Exhibit 1
—
Form of Supplement - omitted
Exhibit 2
—
Form of Certificate Representing Series a MRP Shares
- omitted
Exhibit 13.1
—
Legend
-iv-
Angel Oak Financial
Strategies Income Term Trust
980 Hammond Drive
Suite 200
Atlanta, GA 30328
Email: [omitted]
Series A Mandatory Redeemable
Preferred Shares
May 22, 2026
To
Each of the Purchasers Listed in the Purchaser Schedule Hereto:
Ladies and Gentlemen:
Angel
Oak Financial Strategies Income Term Trust, a Delaware statutory trust (the “Company”),
agrees with each of the Purchasers as follows:
Section 1. Authorization
of MRP Shares.
The
Company will authorize the creation, issuance and sale of new capital stock as shares of one new series of preferred shares, $.001
par value per share with a liquidation preference of $25.00 per share, to be classified and designated as “Series A Mandatory
Redeemable Preferred Shares” (the “MRP
Shares”) liquidation preference $25.00 per share and to consist of 2,000,000 shares; provided
that in no event shall the aggregate purchase price of the MRP Shares exceed $50,000,000. The MRP Shares will have the
preferences, rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications and terms
and conditions of redemption set forth in the Supplement to Declaration of Trust relating to Series A Mandatory Redeemable Preferred
Shares (the “Supplement”) describing
the MRP Shares, in the form attached hereto as Exhibit 1. A true and correct copy of the Declaration of Trust dated June 14, 2018
(the “Declaration of Trust”)
of the Company as currently in effect and prior to the adoption of the Supplement has heretofore been furnished to you by the Company.
The MRP Shares will rank, as to preferences on payment of dividends or distribution of assets upon winding up, liquidation or dissolution,
on a parity with shares of any other series of Preferred Shares and prior to any and all of the Common Shares or of any other class
of shares of beneficial interest of the Company ranking junior to the Preferred Shares.
Certain
capitalized and other terms used in this Agreement are defined in Schedule A and, for purposes of this Agreement, the rules of
construction set forth in Section 22.5 shall govern.
Section 2. Sale
and Purchase of MRP Shares.
Subject
to the terms and conditions of this Agreement, the Company will issue and sell to each Purchaser and each Purchaser will purchase
from the Company, at the Closing provided for in Section 3, the number of shares of MRP Shares and of the series specified opposite
such Purchaser’s name in the Purchaser Schedule at a price per share of $25.00. The Purchasers’ obligations hereunder
are several and not joint obligations and no Purchaser shall have any liability to any Person for the performance or non-performance
of any obligation by any other Purchaser hereunder. The MRP Shares issued hereunder are each herein sometimes referred to as MRP
Shares of a “series.”
Section 3. Closing.
The sale and
purchase of the MRP Shares to be purchased by each Purchaser shall occur at the offices of Chapman and Cutler LLP, 320 South
Canal Street, Chicago, Illinois 60606, at 10:00 a.m., Chicago time, at the closing (the “Closing”)
on May 22, 2026 or on such other Business Day thereafter on or prior to May 26, 2026 as may be agreed upon by the Company
and the Purchasers.
At
the Closing the Company will deliver or cause to be delivered to each Purchaser the MRP Shares to be purchased by such Purchaser
at the Closing as specified opposite such Purchaser’s name (or in the name of its nominee) in the Purchaser Schedule against
delivery by such Purchaser to the Company or its order of immediately available funds in the amount of the purchase price therefor
by wire transfer of immediately available funds for the account of the Company to [omitted]. If at the Closing the Company shall
fail to tender such MRP Shares to any Purchaser as provided above in this Section 3, or any of the conditions specified in Section
4 shall not have been fulfilled to such Purchaser’s satisfaction, such Purchaser shall, at its election, be relieved of all
further obligations under this Agreement, without thereby waiving any rights such Purchaser may have by reason of such failure
by the Company to tender such MRP Shares or any of the conditions specified in Section 4 not having been fulfilled to such Purchaser’s
satisfaction.
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Section 4. Conditions
to Closing.
Each
Purchaser’s obligation to purchase and pay for the MRP Shares to be sold to such Purchaser at the Closing is subject to the
fulfillment to such Purchaser’s satisfaction, prior to or at the Closing, of the following conditions:
Section
4.1. Representations and Warranties. The representations and warranties of the Company in this Agreement shall be correct
when made and at the time of the Closing.
Section
4.2. Performance; No Default; Compliance with Supplement. The Company shall have performed and complied with all agreements
and conditions contained in this Agreement and the Supplement required to be performed or complied with by it prior to or at the
Closing. Before and after giving effect to the issue and sale of the MRP Shares (and the application of the proceeds thereof as
contemplated by Section 5.14), no Default or Event of Default shall have occurred and be continuing.
Section
4.3. Compliance Certificates.
(a)
Officer’s Certificate. The Company shall have delivered to such Purchaser an Officer’s Certificate, dated
the date of the Closing, certifying that the conditions specified in Sections 4.1, 4.2 and 4.9 have been fulfilled.
(b) Secretary’s
Certificate. The Company shall have delivered to such Purchaser a certificate of its Secretary or Assistant
Secretary, dated the date of the Closing, certifying as to (i) the resolutions attached thereto and other trust
proceedings relating to the authorization and execution of the Supplement, the authorization, issuance and sale of the MRP
Shares and the authorization, execution and delivery of this Agreement and (ii) the Company’s organizational documents
as then in effect.
Section
4.4. Opinions of Counsel. Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser,
dated the date of the Closing (a) from Paul Hastings LLP, counsel for the Company, covering the matters set forth in Schedule 4.4(a)
and covering such other matters incident to the transactions contemplated hereby as such Purchaser or its counsel may reasonably
request (and the Company hereby instructs its counsel to deliver such opinions to the Purchasers) and (b) from Chapman and Cutler
LLP, the Purchasers’ special counsel in connection with such transactions, substantially in the form set forth in Schedule
4.4(b) and covering such other matters incident to such transactions as such Purchaser may reasonably request.
Section
4.5. Purchase Permitted By Applicable Law, Etc. On the date of the Closing such Purchaser’s purchase of MRP
Shares shall (a) be permitted by the laws and regulations of each jurisdiction to which such Purchaser is subject, without
recourse to provisions (such as section 1405(a)(8) of the New York Insurance Law) permitting limited investments by insurance
companies without restriction as to the character of the particular investment, (b) not violate any applicable law or
regulation (including Regulation T, U or X of the Board of Governors of the Federal Reserve System) and (c) not subject such
Purchaser to any tax, penalty or liability under or pursuant to any applicable law or regulation, which law or regulation was
not in effect on the date hereof. If requested by such Purchaser, such Purchaser shall have received an Officer’s
Certificate certifying as to such matters of fact as such Purchaser may reasonably specify to enable such Purchaser to
determine whether such purchase is so permitted.
-3-
Section
4.6. Sale of Other MRP Shares. Contemporaneously with the Closing the Company shall sell to each other Purchaser and
each other Purchaser shall purchase the MRP Shares to be purchased by it at the Closing as specified in the Purchaser Schedule.
Section
4.7. Payment of Special Counsel Fees. Without limiting the provisions of Section 15.1, the Company shall have paid on
or before the Closing the reasonable fees, charges and disbursements of the Purchasers’ special counsel referred to in Section
4.4, to the extent reflected in a statement of such counsel rendered to the Company at least one Business Day prior to the Closing.
Section
4.8. Private Placement Number. A Private Placement Number issued by the PPN CUSIP Unit of CUSIP Global Services (in
cooperation with the SVO) shall have been obtained for the MRP Shares.
Section
4.9. Changes in Structure. The Company shall not have changed its jurisdiction of incorporation or organization, as
applicable, or been a party to any merger or consolidation or succeeded to all or any substantial part of the liabilities of any
other entity, at any time following the date of the most recent financial statements referred to in Schedule 5.5.
Section
4.10. Funding Instructions. (a)At least five (5) Business Days prior to the date of the Closing, each Purchaser shall
have received written instructions signed by a Responsible Officer on letterhead of the Company confirming the information specified
in Section 3 including (i) the name and address of the transferee bank, (ii) such transferee bank’s ABA number and (iii)
the account name and number into which the purchase price for the MRP Shares is to be deposited, which account shall be fully opened
and able to receive micro deposits in accordance with this Section 4.10 at least five (5) Business Days prior to the date of Closing
and (iv) contact information of a representative at the transferee bank and a representative at the Company available to confirm
such instructions by telephone and e-mail.
(b) Each Purchaser has
the right, but not the obligation, upon written notice (which may be by email) to the Company, to elect to deliver a micro deposit
(less than $50.00) to the account identified in the written instructions no later than two (2) Business Days prior to Closing.
If a Purchaser delivers a micro deposit, a Responsible Officer must verbally verify the receipt and amount of the micro deposit
to such Purchaser on a telephone call initiated by such Purchaser prior to Closing. The Company shall not be obligated to return
the amount of the micro deposit, nor will the amount of the micro deposit be netted against the Purchaser’s purchase price
of the MRP Shares.
(c) At least two (2) Business
Days prior to the date of the Closing, if requested by a Purchaser, a Responsible Officer of the Company shall have confirmed such
written instructions in a live video conference call made available to the Purchasers.
Section
4.11. Offeree Letter. UBS Investment Bank shall have delivered to the Company, its counsel and the counsel referred to in Section
4.4(b) an offeree letter, in form and substance satisfactory to the Company and its counsel and Purchasers’ Special Counsel,
confirming the manner of the offering of the MRP Shares by such entity and the number of offerees.
-4-
Section
4.12. Rating of MRP Shares. The MRP Shares shall have been given a public debt rating of no less than “A3”
by Moody's Investors Service, Inc. prior to the date of issuance thereof
(which shall include the information described in Section 9.7).
Section
4.13. Supplement. The Board of Trustees of the Company shall have duly adopted the Supplement and the Supplement shall
have been duly executed, all in compliance with the applicable provisions of the Delaware Statutory Trust Act, and the Supplement
shall constitute a legal and valid supplement to the Declaration of Trust of the Company.
Section
4.14. Proceedings and Documents. All trust and other proceedings in connection with the transactions contemplated by
this Agreement and all documents and instruments incident to such transactions shall be reasonably satisfactory to such Purchaser
and its special counsel, and such Purchaser and its special counsel shall have received all such counterpart originals or certified
or other copies of such documents as such Purchaser or such special counsel may reasonably request and shall receive such information
as may be reasonably necessary to complete any Holder Forms.
Section
4.15. Consent of Holders of Other Securities. On the date of such Closing, any consents or approvals required to be
obtained from any holder or holders of any outstanding Securities of the Company which shall be necessary to permit the consummation
of the transactions contemplated hereby shall have been obtained and all such consents or approvals shall be reasonably satisfactory
in form and substance to the Purchasers and their special counsel.
Section 5. Representations
and Warranties of the Company.
The Company represents and warrants to each Purchaser
that:
Section
5.1. Organization; Power and Authority. The Company has been duly formed, is validly existing as a statutory trust and
is in good standing under the laws of the State of Delaware, and is duly qualified as a foreign trust and is in good standing in
each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be
so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse
Effect. The Company has the trust power and authority to own or hold under lease the properties it purports to own or hold under
lease, to transact the business it transacts and proposes to transact, to execute and deliver this Agreement, to execute the Supplement,
to create, issue and sell the MRP Shares and to perform the provisions hereof and thereof. Any approvals by the shareholders or
trustees of the Company required by law, the Declaration of Trust (including the Supplement) or Bylaws of the Company or otherwise
have been duly obtained. The Company is a closed-end management investment company as such term is used in the 1940 Act.
Section
5.2. Authorization, Etc. This Agreement, the Supplement and the MRP Shares have been duly authorized by all
necessary trust action on the part of the Company and its trustees, and each of this Agreement and the Supplement
constitutes, and upon execution and delivery thereof each MRP Share will constitute, a legal, valid and binding obligation of
the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (i)
applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of
creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law). The Supplement, when duly executed shall constitute a legal and valid part
of the Declaration of Trust of the Company.
-5-
Section
5.3. Disclosure. The Company, through its agent, UBS Investment Bank, has delivered to each Purchaser a copy of a Presentation,
dated April 2026 (the “Presentation”),
relating to the transactions contemplated hereby. This Agreement, the Presentation, the financial statements listed in Schedule
5.5 and the documents, certificates or other writings delivered to the Purchasers by or on behalf of the Company, prior to May
1, 2026 in connection with the transactions contemplated hereby and identified in Schedule 5.3 (this Agreement, the Presentation
and such documents, certificates or other writings and such financial statements delivered to each Purchaser being referred to,
collectively, as the “Disclosure Documents”),
taken as a whole, do not contain any untrue statement of a material fact or omit to state any material fact necessary to make the
statements therein not misleading in light of the circumstances under which they were made. Except as disclosed in the Disclosure
Documents, since January 31, 2026, there has been no change in the financial condition, operations, business or properties of the
Company except changes that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Section
5.4. No Subsidiaries. The Company has no Subsidiaries as of the date of the Closing.
Section
5.5. Financial Statements; Material Liabilities. The Company has delivered to each Purchaser copies of the financial
statements of the Company listed on Schedule 5.5. All of such financial statements (including in each case the related schedules
and notes) fairly present in all material respects the financial position of the Company as of the respective dates specified in
such Schedule and the results of its operations and cash flows for the respective periods so specified and have been prepared in
accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in
the case of any interim financial statements, to normal year-end adjustments). The Company does not have any Material liabilities
that are not disclosed in the Disclosure Documents.
Section
5.6. Compliance with Laws, Other Instruments, Etc. The execution, delivery and performance by the Company of this
Agreement, the execution of the Supplement, and the creation, issuance and sale of the MRP Shares will not (i) contravene,
result in any breach of, or constitute a default under, or result in the creation of any Lien in respect of any property of
the Company under, any indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, corporate charter,
declaration of trust, regulations or by-laws, shareholders agreement, limited liability company operating agreement or any
other Material agreement, organizational document or instrument to which the Company is bound or by which the Company or any
of its properties may be bound or affected, (ii) conflict with or result in a breach of any of the terms, conditions or
provisions of any order, judgment, decree or ruling of any court, arbitrator or Governmental Authority applicable to the
Company or (iii) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to
the Company, including, without limitation, the Securities Act and the 1940 Act.
-6-
Section
5.7. Governmental Authorizations, Etc. No consent, approval or authorization of, or registration, filing or declaration
with, any Governmental Authority is required in connection with the execution, delivery or performance by the Company of this Agreement,
the execution of the Supplement or the creation, issuance and sale of the MRP Shares.
Section
5.8. Litigation; Observance of Statutes and Orders. (a) There are no actions, suits, investigations or proceedings pending
or, to the knowledge of the Company, threatened against or affecting the Company or any property of the Company in any court or
before any arbitrator of any kind or before or by any Governmental Authority that would, individually or in the aggregate, reasonably
be expected to have a Material Adverse Effect.
(b)
The Company is not in violation of any order, judgment, decree or ruling of any court, any arbitrator of any kind or any Governmental
Authority and is not in violation of any applicable law, ordinance, rule or regulation of any Governmental Authority (including
Environmental Laws, the USA PATRIOT Act or any of the other laws and regulations that are referred to in Section 5.16), which violation
would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Section
5.9. Taxes. The Company has filed all tax returns that are required to have been filed in any jurisdiction, and
has paid all taxes shown to be due and payable on such returns and all other taxes and assessments payable by them, to the
extent such taxes and assessments have become due and payable and before they have become delinquent, except for any taxes
and assessments (i) the amount of which, individually or in the aggregate, is not Material or (ii) the amount, applicability
or validity of which is currently being contested in good faith by appropriate proceedings and with respect to which the
Company has established adequate reserves in accordance with GAAP. The charges, accruals and reserves on the books of the
Company in respect of federal, state or other taxes for all fiscal periods are adequate. The U.S. federal income tax
liabilities of the Company have been finally determined (whether by reason of completed audits or the statute of limitations
having run) for all fiscal years up to and including the fiscal year ended January 31, 2026.
Section
5.10. Title to Property; Leases. The Company has good and sufficient title to its Material properties, including all
such properties reflected in the most recent audited balance sheet referred to in Section 5.5 or purported to have been acquired
by the Company after such date (except as sold or otherwise disposed of in the ordinary course of business), in each case free
and clear of Liens prohibited by this Agreement, except for those defects in title and Liens that, individually or in the aggregate,
would not have a Material Adverse Effect. All Material leases are valid and subsisting and are in full force and effect in all
material respects.
Section
5.11. Licenses, Permits, Etc. The Company owns or possesses all licenses, permits, franchises, authorizations,
patents, copyrights, proprietary software, service marks, trademarks and trade names, or rights thereto, that individually or
in the aggregate are Material, without known conflict with the rights of others, except for those conflicts that,
individually or in the aggregate, would not have a Material Adverse Effect.
-7-
Section
5.12. Compliance with Employee Benefit Plans. Neither the Company nor any ERISA Affiliate maintains, contributes to
or is obligated to maintain or contribute to, or has, at any time in the past six years, maintained, contributed to or been obligated
to maintain or contribute to, any employee benefit plan which is subject to Title I or Title IV of ERISA or Section 4975 of the
Code. Neither the Company nor any ERISA Affiliate is, or has ever been at any time within the past six years, a “party in
interest” (as defined in section 3(14) of ERISA) or a “disqualified person” (as defined in Section 4975 of the
Code) with respect to any such plan. The Company does not have any Non-U.S. Plans.
Section
5.13. Private Offering by the Company. Neither the Company nor anyone acting on its behalf has offered the MRP Shares
or any similar Securities (other than the 2026 Notes) for sale to, or solicited any offer to buy the MRP Shares or any similar
Securities from, or otherwise approached or negotiated in respect thereof with, any Person other than the Purchasers, which have
been offered the MRP Shares at a private sale for investment. Neither the Company nor anyone acting on its behalf has, with respect
to the MRP Shares, engaged in any form of “general solicitation or general advertising,” as defined under Rule 502(c)
of the Securities Act. The Company has provided each Purchaser an opportunity to discuss with the Company’s management the
financial statements delivered pursuant to Section 5.5, as well as the Company’s business, management, financial affairs
and the terms and conditions of the offering of the MRP Shares. Neither the Company nor anyone acting on its behalf has taken,
or will take, any action that would subject the issuance or sale of the MRP Shares to the registration requirements of section
5 of the Securities Act or to the registration requirements of any Securities or blue sky laws of any applicable jurisdiction,
including the jurisdiction that governs the Company’s internal affairs.
Section
5.14. Use of Proceeds; Margin Regulations. The Company will apply the proceeds of the sale of the MRP Shares hereunder
as permitted under the 1940 Act, including making new portfolio investments, to repay outstanding indebtedness, and for general
fund purposes. Each Purchaser’s purchase of the MRP Shares specified under this Agreement will not cause a violation of Regulation
U of the Board of Governors of the Federal Reserve System (12 CFR 221), Regulation X of said Board (12 CFR 224) or Regulation T
of said Board (12 CFR 220).
Section
5.15. Existing Indebtedness. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct
list of all outstanding Indebtedness of the Company as of May 12, 2026 (including descriptions of the obligors and obligees,
principal amounts outstanding, any collateral therefor and any Guaranty thereof) since which date there has been no Material
change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Company.
The Company is not in default and no waiver of default is currently in effect, in the payment of any principal or interest on
any Indebtedness of the Company and no event or condition exists with respect to any Indebtedness of the Company the
outstanding principal amount of which exceeds $5,000,000 that would permit (or that with notice or the lapse of time, or
both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or
before its regularly scheduled dates of payment.
-8-
(b)
The Company is not a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the
Company, any agreement relating thereto or any other agreement or statute (including, but not limited to, its certificate of trust,
declaration of trust or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the
incurring of, Indebtedness of the Company, except for the 1940 Act or as specifically indicated in Schedule 5.15.
Section
5.16. Foreign Assets Control Regulations, Etc. (a) Neither the Company nor any Controlled Entity (i) is a Blocked Person,
(ii) has been notified that its name appears or may in the future appear on a State Sanctions List or (iii) is a target of sanctions
that have been imposed by the United Nations, the European Union or the United Kingdom.
(b)
Neither the Company nor any Controlled Entity (i) has violated, been found in violation of, or been charged or convicted
under, any applicable Economic Sanctions Laws, Anti-Money Laundering Laws or Anti-Corruption Laws or (ii) to the Company’s
knowledge, is under investigation by any Governmental Authority for possible violation of any Economic Sanctions Laws, Anti-Money
Laundering Laws or Anti-Corruption Laws.
(c)
No part of the proceeds from the sale of the MRP Shares hereunder:
(i) constitutes or will constitute funds obtained on behalf of any Blocked Person or will otherwise be used by the Company or
any Controlled Entity, directly or indirectly, (A) in connection with any investment in, or any transactions or dealings with,
any Blocked Person, (B) for any purpose that would cause any Purchaser to be in violation of any Economic Sanctions Laws or (C)
otherwise in violation of any Economic Sanctions Laws;
(ii) will be used, directly or indirectly, in violation of, or cause any Purchaser to be in violation of, any applicable Anti-Money
Laundering Laws; or
(iii) will be used, directly or indirectly, for the purpose of making any improper payments, including bribes, to any Governmental
Official or commercial counterparty in order to obtain, retain or direct business or obtain any improper advantage, in each case
which would be in violation of, or cause any Purchaser to be in violation of, any applicable Anti-Corruption Laws.
(d)
The Company has established procedures and controls which it reasonably believes are adequate (and otherwise comply with
applicable law) to ensure that the Company and each Controlled Entity is and will continue to be in compliance with all applicable
Economic Sanctions Laws, Anti-Money Laundering Laws and Anti-Corruption Laws.
Section
5.17. Status under Certain Statutes. The Company is subject to regulation under the 1940 Act. The Company is, and
immediately after giving effect to the issuance of the MRP Shares and the 2026 Notes will be, in compliance with the 1940
Act, including, but not limited to, all leverage provisions specified in the 1940 Act. The Company is not subject to
regulation under the Public Utility Holding Company Act of 2005, the ICC Termination Act of 1995, or the Federal Power
Act.
-9-
Section
5.18. Ranking of Obligations. The Company’s obligations with respect to payment of dividends and distributions
of assets upon dissolution, liquidation or winding up of the affairs of the Company in respect of the MRP Shares will, upon issuance
thereof, rank senior to all Common Shares of the Company and pari
passu, without preference or priority, with all other Preferred Shares of the Company.
Section
5.19. Shares of Beneficial Interest. The Company is authorized to issue an unlimited number of shares of beneficial
interest and the outstanding shares of beneficial interest of the Company as of the dates set forth in Schedule 5.19 attached hereto.
All of the outstanding shares of beneficial interest of the Company have been validly issued and are fully paid and non-assessable
and are subject to no liens and encumbrances, other than as set forth in said Schedule 5.19. The shareholders of the Company are
not entitled to any preemptive rights with respect to the Common Shares, the MRP Shares or other shares of beneficial interest
of the Company. The Company has no outstanding warrants, options, convertible Securities or preemptive or other rights for the
purchase, nor is it a party to or is it bound by any agreement or other instrument restricting or affecting the issuance, of shares
of beneficial interest of the Company other than the Company’s Declaration of Trust. The MRP Shares which are to be issued
and sold on the date of the Closing, when issued and delivered against payment therefor in accordance with this Agreement, will
be duly authorized and validly issued, fully paid and non-assessable and will have the preferences, rights, voting powers, restrictions,
limitations as to dividends and other distributions, qualifications and terms and conditions of redemption as are set forth in
the Declaration of Trust and the laws of the State of Delaware.
Section
5.20. Restrictions on Creation of MRP Shares and Distributions. (a) The Company is not a party to, or otherwise subject
to any provision contained in, any instrument evidencing Indebtedness of the Company, any agreement relating thereto or any other
agreement (including, but not limited to, its charter, declaration of trust or other organizational document) which limits the
amount of, or otherwise imposes restrictions on the creation or issuance of MRP Shares of the Company, other than this Agreement
and the Declaration of Trust.
(b) The
Company is not a party to or bound by any contract, indenture, agreement, instrument, order of any court, or
governmental agency rule or regulation (other than the 1940 Act), or any note, debenture, bond, or other security, which
contains provisions expressly limiting or restricting payments by the Company on or in respect of shares of its beneficial
interests of any class, including, without limitation, the Company’s right and obligation to declare and pay dividends
on the MRP Shares and to make mandatory and optional redemption of shares of the MRP Shares pursuant to the provisions of the
Declaration of Trust other than this Agreement. The Company is subject to the Delaware Statutory Trust Act and the
Declaration of Trust which impose limitations on the declaration and payment of dividends and other distributions and the
redemption of the MRP Shares.
-10-
Section 6. Representations
of the Purchasers.
Section 6.1. Purchase for Investment.
(a)
Each Purchaser severally represents that (i) it is an “accredited investor” within the meaning of Rule 501(a)(1), (2),
(3), (7) or (9) of Regulation D of the Securities Act and it is purchasing the MRP Shares for its own account or for one or more
separate accounts maintained by such Purchaser or for the account of one or more pension or trust funds and not with a view to
the distribution thereof, provided that the disposition of such Purchaser’s or their property shall at all times be
within such Purchaser’s or their control and (ii) it has (or its investment manager or investment advisor has) knowledge
and experience in financial and business matters and is capable of evaluating the merits and risks of its investment in the MRP
Shares and it is able to bear the economic risk of holding the MRP Shares for an indefinite period of time. Each Purchaser understands
that the MRP Shares have not been registered under the Securities Act and may be resold only if registered pursuant to the provisions
of the Securities Act or if an exemption from registration is available, except under circumstances where neither such registration
nor such an exemption is required by law, and that the Company is not required to register the MRP Shares nor does it intend to
do so and, in any event, a Purchaser shall only reoffer or resell the MRP Shares purchased by it in accordance with any available
exemption from the requirements of Section 5 of the Securities Act, except as aforesaid. Each Purchaser also severally represents
that the Company has provided such Purchaser an opportunity to discuss with the Company’s management the financial statements
delivered pursuant to Section 5.5, as well as the Company’s business, management, financial affairs and the terms and conditions
of the offering of the MRP Shares.
(b)
Each Purchaser is duly authorized to enter into this Agreement, and the person signing this Agreement on behalf of the Purchaser
is authorized to do so, under all applicable governing documents (e.g., partnership agreement, trust instrument, pension plan,
certificate of incorporation, bylaws, or operating agreement). This Agreement constitutes a legal, valid and binding agreement
of the Purchaser enforceable against the Purchaser in accordance with its terms, except as such enforceability may be limited by
(i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’
rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding
in equity or at law).
Section
6.2. Source of Funds. Each Purchaser severally represents that at least one of the following statements is an accurate representation
as to each source of funds (a “Source”) to be used by such Purchaser to pay the purchase price of the MRP Shares
to be purchased by such Purchaser hereunder:
(a)
the Source is an “insurance company general account” (as the term is defined in the United States Department of
Labor’s Prohibited Transaction Exemption (“PTE”) 95-60) in respect of which the reserves and
liabilities (as defined by the annual statement for life insurance companies approved by the NAIC (the “NAIC Annual
Statement”)) for the general account contract(s) held by or on behalf of any employee benefit plan together with
the amount of the reserves and liabilities for the general account contract(s) held by or on behalf of any other employee
benefit plans maintained by the same employer (or affiliate thereof as defined in PTE 95-60) or by the same employee
organization in the general account do not exceed 10% of the total reserves and liabilities of the general account (exclusive
of separate account liabilities) plus surplus as set forth in the NAIC Annual Statement filed with such Purchaser’s
state of domicile; or
-11-
(b)
the Source is a separate account that is maintained solely in connection with such Purchaser’s fixed contractual obligations
under which the amounts payable, or credited, to any employee benefit plan (or its related trust) that has any interest in such
separate account (or to any participant or beneficiary of such plan (including any annuitant)) are not affected in any manner by
the investment performance of the separate account; or
(c)
the Source is either (i) an insurance company pooled separate account, within the meaning of PTE 90-1 or (ii) a bank collective
investment fund, within the meaning of the PTE 91-38 and, except as disclosed by such Purchaser to the Company in writing pursuant
to this clause (c), no employee benefit plan or group of plans maintained by the same employer or employee organization beneficially
owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or
(d)
the Source constitutes assets of an “investment fund” (within the meaning of Section VI of PTE 84-14 (the “QPAM
Exemption”)) managed by a “qualified professional asset manager” or “QPAM” (within the meaning
of Section VI of the QPAM Exemption), no employee benefit plan’s assets that are managed by the QPAM in such investment fund,
when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate
(within the meaning of Section VI(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed
by such QPAM, represent more than 20% of the total client assets managed by such QPAM, the conditions of Sections I(c), I(g) (regarding
eligibility), and I(k) of the QPAM Exemption are satisfied, neither the QPAM nor a person controlling or controlled by the QPAM
maintains an ownership interest in the Company that would cause the QPAM and the Company to be “related” within the
meaning of Section VI(h) of the QPAM Exemption and (i) the identity of such QPAM and (ii) the names of any employee benefit plans
whose assets in the investment fund, when combined with the assets of all other employee benefit plans established or maintained
by the same employer or by an affiliate (within the meaning of Section VI(c)(1) of the QPAM Exemption) of such employer or by the
same employee organization, represent 10% or more of the assets of such investment fund, have been disclosed to the Company in
writing pursuant to this clause (d); or
(e)
the Source constitutes assets of a “plan(s)” (within the meaning of Part IV(h) of PTE 96-23 (the “INHAM
Exemption”)) managed by an “in-house asset manager” or “INHAM” (within the meaning of Part
IV(a) of the INHAM Exemption), the conditions of Part I(a), (g) and (h) of the INHAM Exemption are satisfied, neither the
INHAM nor a person controlling or controlled by the INHAM (applying the definition of “control” in Part IV(d)(3)
of the INHAM Exemption) owns a 10% or more interest in the Company and (i) the identity of such INHAM and (ii) the name(s) of
the employee benefit plan(s) whose assets constitute the Source have been disclosed to the Company in writing pursuant to
this clause (e); or
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(f) the Source is a governmental plan; or
(g)
the Source is one or more employee benefit plans, or a separate account or trust fund comprised of one or more employee benefit
plans, each of which has been identified to the Company in writing pursuant to this clause (g); or
(h)
the Source does not include assets of any employee benefit plan, other than a plan exempt from the coverage of ERISA.
As used in this Section
6.2, the terms “employee benefit plan,” “governmental plan,” and “separate account”
shall have the respective meanings assigned to such terms in section 3 of ERISA.
Section
7. Information as to the Company.
Section
7.1. Financial and Business Information. The Company shall deliver or cause to be delivered to each holder of MRP
Shares that is an Institutional Investor:
(a)
Quarterly Statements — within sixty (60) days (or such shorter period as is the date that is fifteen (15) days
greater than the period applicable to the filing of the Company’s Quarterly Report on Form 10-Q (the “Form
10-Q”) with the SEC regardless of whether the Company is subject to the filing requirements thereof) after the
end of each quarterly fiscal period in each fiscal year of the Company (other than the last quarterly fiscal period of each such
fiscal year), duplicate copies of,
(i)
an unaudited balance sheet of the Company as at the end of such quarter, and
(ii)
unaudited statements of operations and changes in net assets of the Company, for such quarter and (in the case of the second
and third quarters) for the portion of the fiscal year ending with such quarter,
setting forth in each
case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared
in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as
fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations
and cash flows, subject to changes resulting from year-end adjustments;
(b)
Annual Statements — within one-hundred five (105) days (or such shorter period as is the date that is fifteen
(15) days greater than the period applicable to the filing of the Company’s Annual Report on Form 10-K (the “Form
10-K”) with the SEC regardless of whether the Company is subject to the filing requirements thereof) after the
end of each fiscal year of the Company, duplicate copies of
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(i)
a balance sheet and schedule of investments of the Company as at the end of such year, and
(ii)
statements of operations and changes in net assets of the Company for such year,
setting forth in each
case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared
in accordance with GAAP, and accompanied by an opinion thereon (without a “going concern” or similar qualification
or exception and without any qualification or exception as to the scope of the audit on which such opinion is based except for
any “going concern” or similar exception resulting from the impending maturity of any indebtedness or any prospective
breach of a financial covenant) of independent public accountants of recognized national standing, which opinion shall state that
such financial statements present fairly, in all material respects, the financial position of the companies being reported upon
and their results of operations and have been prepared in conformity with GAAP, and that the examination of such accountants in
connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such
audit provides a reasonable basis for such opinion in the circumstances;
(c) SEC and Other Reports —
promptly upon their becoming available:
(i)
one copy of each quarterly or annual financial statement, each regular or periodic report sent to the Company’s stockholders,
each notice sent to the Company’s stockholders, each proxy statement and similar document filed with the SEC, each registration
statement that shall have become effective (without exhibits except as expressly requested by such holder) and each final prospectus
and all amendments thereto filed by the Company with the SEC, and
(ii)
if requested by any holder of MRP Shares, each financial statement, report or notice sent by the Company to its principal
lending banks as a whole (excluding information sent to such banks in the ordinary course of administration of a bank facility,
such as information relating to pricing and borrowing availability) or to any NRSRO.
(d)
Notice of Default or Event of Default — promptly, and in any event within five (5) Business Days after a Responsible
Officer becoming aware of the existence of any Default or Event of Default, a written notice specifying the nature and period of
existence thereof and what action the Company is taking or proposes to take with respect thereto;
(e)
Employee Benefits Matters — promptly, and in any event within five (5) Business Days after a Responsible Officer
becoming aware of any of the following, a written notice setting forth the nature thereof and the action, if any, that the Company
or an ERISA Affiliate proposes to take with respect thereto:
(i)
with respect to any Plan, any reportable event, as defined in section 4043(c) of ERISA and the regulations thereunder, for
which notice thereof has not been waived pursuant to such regulations
as in effect on the date hereof;
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(ii)
the taking by the PBGC of steps to institute, or the threatening by the PBGC of the institution of, proceedings under section
4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by the Company or
any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by the PBGC with respect to such Multiemployer
Plan;
(iii)
any event, transaction or condition that could result in the incurrence of any liability by the Company or any ERISA Affiliate
pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, or in
the imposition of any Lien on any of the rights, properties or assets of the Company or any ERISA Affiliate pursuant to Title I
or IV of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with any other such liabilities
or Liens then existing, would reasonably be expected to have a Material Adverse Effect; or
(iv)
receipt of notice of the imposition of a Material financial penalty (which for this purpose shall mean any tax, penalty
or other liability, whether by way of indemnity or otherwise) with respect to one or more Non-U.S. Plans;
(f)
Resignation or Replacement of Auditors — within ten (10) days following the date on which the Company’s
auditors resign or the Company elects to change auditors, as the case may be, notification thereof. together with such further
information as the Required Holders may request; provided that, the Company shall be deemed to have made such delivery of such
notification if it shall have timely filed an 8-K with the SEC reporting such change; and
(g)
NRSRO Rating — upon receipt from any NRSRO currently rating the MRP Shares of evidence of such rating (or change
thereto), the Company shall deliver such evidence to the holders of the MRP Shares and with reasonable promptness copies of a private
rating rationale report (to the extent a rating is a private rating) and any other rating agency reports or models, if any, received
from any NRSRO. The evidence required to be delivered pursuant to this clause (g) may be delivered electronically and if so delivered,
shall be deemed to have been delivered on the date on which documents are electronically mailed to the holder of MRP Shares; and
(h)
Notice of Issuance or Redemption – promptly, and in any event within three (3) Business Days after an issuance
or redemption of Preferred Shares, a written notice describing such issuance or redemption and confirming the amount of outstanding
Preferred Shares after giving effect to such issuance or redemption; and
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(i)
Requested Information – with reasonable promptness, such other data and information relating to the business,
operations, affairs, financial condition, assets or properties of the Company (including actual copies of the Company’s
Form 10-Q and Form 10-K) or relating to the ability of the Company to perform its obligations hereunder, under the Supplement
and under the MRP Shares as from time to time may be reasonably requested by any such holder of a MRP Share (including (x) information
readily available to the Company explaining the Company’s financial statements if such information has been requested by
the SVO in order to assign or maintain a designation of the MRP Shares and (y) any “know your customer” information
in connection with periodic updates or confirmation of information, significant events or changes to the Company’s or obligor
group’s organizational structure (including changes in equity ownership or any acquisition of any interest in any other
entity) for the purpose of completing a due diligence review or verifying compliance with Economic Sanctions Laws and any such
information as may be reasonably necessary to complete any Holder Forms.
Section
7.2. Officer’s Certificate. Each set of financial statements delivered to a holder of MRP Shares pursuant to Section
7.1(a) or Section 7.1(b) shall be accompanied by a certificate of a Senior Financial Officer:
(a)
Covenant Compliance — setting forth the information from such financial statements that is required in order
to establish whether the Company was in compliance with the requirements of Sections 3(a)(ii), Section 3(a)(iii), Section 3(a)(vi)
and Section 7 of the Supplement and any additional provisions added pursuant to Section 3(i) of the Supplement during the quarterly
or annual period covered by the financial statements then being furnished, (including with respect to each such provision that
involves mathematical calculations, the information from such financial statements that is required to perform such calculations)
and detailed calculations of the maximum or minimum amount, ratio or percentage, as the case may be, permissible under the terms
of such Sections, and the calculation of the amount, ratio or percentage then in existence. In the event that the Company has made
an election to measure any financial liability using fair value (which election is being disregarded for purposes of determining
compliance with this Agreement pursuant to Section 22.2) as to the period covered by any such financial statement, such Senior
Financial Officer’s certificate as to such period shall include a reconciliation from GAAP with respect to such election;
and
(b)
Event of Default — certifying that such Senior Financial Officer has reviewed the relevant terms hereof and
has made, or caused to be made, under his or her supervision, a review of the transactions and conditions of the Company from the
beginning of the quarterly or annual period covered by the statements then being furnished to the date of the certificate and that
such review shall not have disclosed the existence during such period of any condition or event that constitutes a Default or an
Event of Default or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and
what action the Company shall have taken or proposes to take with respect thereto.
Section
7.3. Visitation. The Company shall permit the representatives of each holder of MRP Shares that is an Institutional
Investor:
(a) No
Default — if no Default or Event of Default then exists, at the expense of such holder and upon
reasonable prior notice to the Company, to visit the principal executive office of the Company to discuss the affairs,
finances and accounts of the Company with the Company’s officers; and (with the consent of the Company, which consent
will not be unreasonably withheld) to visit the other offices and properties of the Company, not more than twice each
calendar year; and
-16-
(b)
Default — if a Default or an Event of Default then exists, at the expense of the Company to visit and inspect
any of the offices or properties of the Company, to examine all its books of account, records, reports and other papers, to make
copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and
independent public accountants (and by this provision the Company authorizes said accountants to discuss the affairs, finances
and accounts of the Company), all at such times and as often as may be reasonably requested.
Section
7.4. Electronic Delivery. Financial statements, opinions of independent certified public accountants, other information
and Officer’s Certificates that are required to be delivered by the Company pursuant to Sections 7.1(a), (b) or (c) and Section
7.2 shall be deemed to have been delivered if the Company satisfies any of the following requirements with respect thereto:
(a)
such financial statements satisfying the requirements of Section 7.1(a) or (b) and related Officer’s Certificate satisfying
the requirements of Section 7.2 and any other information required under Section 7.1(c) are delivered to each holder of a MRP Share
by e-mail at the e-mail address set forth in such holder’s Purchaser Schedule or as communicated from time to time in a separate
writing delivered to the Company;
(b)
the Company shall have timely filed such Form 10–Q or Form 10–K, satisfying the requirements of Section 7.1(a)
or Section 7.1(b), as the case may be, with the SEC on EDGAR and shall have made such form and the related Officer’s Certificate
satisfying the requirements of Section 7.2 available on its home page on the internet, which is located at http://angeloakcapital.com/fins as of the date of this Agreement;
(c)
such financial statements satisfying the requirements of Section 7.1(a) or Section 7.1(b) and related Officer’s Certificate(s)
satisfying the requirements of Section 7.2 and any other information required under Section 7.1(c) are timely posted by or on behalf
of the Company on Intralinks or on any other similar website to which each holder of MRP Shares has free access; or
(d)
the Company shall have timely filed any of the items referred to in Section 7.1(c) with the SEC on EDGAR and shall have
made such items available on its home page on the internet or on Intralinks or on any other similar website to which each holder
of MRP Shares has free access in downloadable, printable form;
provided however,
that in no case shall access to such financial statements, other information and Officer’s Certificates be conditioned
upon any waiver, clickwrap agreement or other agreement, or consent (other than confidentiality provisions consistent with Section
20 of this Agreement); provided further, that in the case of any of clauses (b), (c) or (d), the Company shall have
given each holder of a MRP Share prior written notice, which may be by e-mail or in accordance with Section 18, of such posting
or filing in connection with each delivery, and provided further, that upon request of any holder to receive paper copies
of such forms, financial statements, other information and Officer’s Certificates or to receive them by e-mail, the Company
will promptly e-mail them or deliver such paper copies, as the case may be, to such holder.
-17-
Section
8. Redemption of the MRP Shares.
The
Company will not, directly or indirectly, through any Affiliate or otherwise, purchase, redeem or retire, or make any offer to
purchase, redeem or retire, any shares of the MRP Shares other than pursuant to and in accordance with the applicable provisions
of the Supplement.
Section
9. Affirmative Covenants.
The Company covenants that so long as any of the
MRP Shares are outstanding:
Section
9.1. Compliance with Laws. Without limiting Section 10.3, the Company will comply with all laws, ordinances or governmental
rules or regulations to which it is subject (including ERISA, Environmental Laws, the USA PATRIOT Act and the other laws and regulations
that are referred to in Section 5.16) and will obtain and maintain in effect all licenses, certificates, permits, franchises and
other governmental authorizations necessary to the ownership of its properties or to the conduct of its businesses, in each case
to the extent necessary to ensure that non-compliance with such laws, ordinances or governmental rules or regulations or failures
to obtain or maintain in effect such licenses, certificates, permits, franchises and other governmental authorizations would not,
individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Without limiting the foregoing, the
Company shall remain in material compliance, at all times with the 1940 Act, including, but not limited to, all leverage provisions
specified in the 1940 Act.
Section
9.2. Insurance. The Company will maintain with financially sound and reputable insurers, insurance with respect to its
properties and businesses against such casualties and contingencies, of such types, on such terms and in such amounts (including
deductibles, co-insurance and self-insurance, if adequate reserves are maintained with respect thereto) as is customary in the
case of entities of established reputations engaged in the same or a similar business and similarly situated.
Section
9.3. Maintenance of Properties. The Company will maintain and keep, or cause to be maintained and kept, its
properties in good repair, working order and condition (other than ordinary wear and tear), so that the business carried on
in connection therewith may be properly conducted at all times, provided that
this Section 9.3 shall not prevent the Company from discontinuing the operation and the maintenance of any of its properties
if such discontinuance is desirable in the conduct of its business and the Company has concluded that such
discontinuance would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
-18-
Section
9.4. Payment of Taxes. The Company will file all income tax or similar tax returns required to be filed in any jurisdiction
and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges
or levies payable by it, to the extent the same have become due and payable and before they have become delinquent, provided
that the Company need not pay any such tax, assessment, charge or levy if (i) the amount, applicability or validity thereof is
contested by the Company on a timely basis in good faith and in appropriate proceedings, and the Company has established adequate
reserves therefor in accordance with GAAP on the books of the Company or (ii) the nonpayment of all such taxes, assessments, charges
and levies would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Section
9.5. Statutory Trust Existence, Etc. Subject to Section 10.2, the Company will at all times preserve and keep its statutory
trust existence in full force and effect. Subject to Section 10.2, the Company will at all times preserve and keep in full force
and effect all rights and franchises of the Company unless, in the good faith judgment of the Company, the termination of or failure
to preserve and keep in full force and effect such statutory trust existence, right or franchise would not, individually or in
the aggregate, have a Material Adverse Effect.
Section
9.6. Books and Records. The Company will maintain proper books of record and account in conformity with GAAP and all
applicable requirements of any Governmental Authority having legal or regulatory jurisdiction over the Company.
Section
9.7. Current Rating on the MRP Shares. To the extent that a NRSRO is currently rating the MRP Shares, evidence of any
current rating by a NRSRO currently rating the MRP Shares (which may be in the form of a report, a letter, any combination of the
foregoing or similar communication) shall (a) refer to the Private Placement Number issued by the PPN CUSIP Unit of CUSIP Global
Services (in cooperation with the SVO) in respect of the MRP Shares, (b) not include any prohibition against a holder sharing such
evidence with the SVO or any other regulatory authority having jurisdiction over such holder, (c) be delivered by the Company to
the holders at least annually (on or before the anniversary of the date of the Closing) and promptly upon a change in rating and
(d) a private rating letter rationale report (to the extent a rating is a private rating) and any other information or details
requested by the SVO or any other regulatory authority having jurisdiction over the MRP Shares.
Section
9.8. Ranking of MRP Shares. The rights of the MRP Shares with respect to payment of dividends and distribution of assets
upon dissolution, liquidation or winding up of the affairs of the Company will rank senior to all Common Shares of the Company
and pari passu with all other Preferred Shares of the Company.
Section
9.9. Maintenance of Status. The Company will remain a
closed-end company registered with the SEC under the 1940 Act. The Company will also invest at least 80% of its Total Assets
in the securities of financial institutions (measured at the time of purchase). The Company will at all times comply
in all material respects with the Investment Policies and Restrictions. The Company will not permit any of the Investment
Policies and Restrictions that may not be changed without shareholder approval, including but not limited to the
Company’s “Fundamental Investment Restrictions” as set forth in its Statement of Additional Information, to
be changed from those in effect on the date of this Agreement without the prior written consent of the Required Holders,
which consent shall not be unreasonably withheld.
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Section
9.10. Payment. The Company shall redeem all MRP Shares at the MRP Shares Liquidation Preference Amount (as defined in
the Supplement) plus an amount equal to the accumulated but unpaid dividends and other distributions on the MRP Shares, plus the
Make-Whole Amount, if any, (as defined in the Supplement) and any other amounts due hereunder to the holders of MRP Shares prior
to any winding up, dissolution or termination of the Company.
Section
10. Negative Covenants.
The Company covenants that so long as any of the
MRP Shares are outstanding:
Section
10.1. Transactions with Affiliates. The Company will comply with the 1940 Act provisions, rules and regulations relating
to transactions (including the purchase, lease, sale or exchange of properties of any kind or the rendering of any service) with
any Affiliate and such transactions shall be pursuant to the reasonable requirements of the Company’s business and upon terms
fair and reasonable to the Company.
Section
10.2. Merger, Consolidation, Etc. The Company will not consolidate with or merge with any other Person or convey, transfer
or lease all or substantially all of its assets in a single transaction or series of transactions to any Person unless:
(a)
the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, division,
transfer or lease all or substantially all of the assets of the Company as an entirety, as the case may be, shall be a solvent
corporation or limited liability company or statutory trust organized and existing under the laws of the United States or any state
thereof (including the District of Columbia), and, if the Company is not such corporation or limited liability company or statutory
trust, (i) such corporation or limited liability company or statutory trust shall have executed and delivered to each holder of
any MRP Shares its assumption of the due and punctual performance and observance of each covenant and condition of this Agreement,
the Supplement and the MRP Shares and (ii) such corporation or limited liability company or statutory trust shall have caused to
be delivered to each holder of any MRP Shares an opinion of nationally recognized independent counsel, or other independent counsel
reasonably satisfactory to the Required Holders, to the effect that all agreements or instruments effecting such assumption are
enforceable in accordance with their terms and comply with the terms hereof; and
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(b)
immediately before and immediately after giving effect to such transaction or each transaction in any such series of transactions,
no Default or Event of Default shall have occurred and be continuing.
No such conveyance, transfer
or lease of substantially all of the assets of the Company shall have the effect of releasing the Company, or any successor corporation
or limited liability company or statutory trust that shall theretofore have become such in the manner prescribed in this Section
10.2, from its liability under this Agreement, the Supplement or the MRP Shares.
Section
10.3. Economic Sanctions, Etc. The Company will not, and will not permit any Controlled Entity to (a) become (including
by virtue of being owned or controlled by a Blocked Person), own or control a Blocked Person or (b) directly or indirectly have
any investment in or engage in any dealing or transaction (including any investment, dealing or transaction involving the proceeds
of the MRP Shares) with any Person if such investment, dealing or transaction (i) would cause any holder or any affiliate of such
holder to be in violation of, or subject to sanctions under, any law or regulation applicable to such holder, or (ii) is prohibited
by or subject to sanctions under any Economic Sanctions Laws.
Section
10.4. No Subsidiaries. The Company will not at any time have any Subsidiaries.
Section
11. Default and Remedies.
(a)
If the Company shall Default, it shall, promptly after any officer of the Company obtains knowledge of such Default, give
notice thereof to all holders of outstanding shares of MRP Shares, such notice to be in writing and sent in the manner provided
in Section 18.
(b)
If any Default has occurred and is continuing and such Default is not remedied within five (5) days (for any monetary Default)
and within thirty (30) days (for any non-monetary Default) after the earlier of (i) the day on which a Responsible Officer of the
Company first obtains knowledge of such Default or (ii) the day on which a written notice thereof is given to the Company by the
holder of any MRP Shares (an “Event of Default”),
the Required Holders may proceed to protect and enforce any or all of the rights and remedies of the holders of the MRP Shares
resulting from such failure, by suit in equity or action at law or by other appropriate proceeding.
(c)
The holders of the MRP Shares shall have the rights and remedies provided in the Supplement as a result of any failure by
the Company to comply with the terms and conditions thereof.
(d)
Without limiting the obligations of the Company under Section 15, the Company further agrees, to the extent not prohibited
by law, to pay, on the holder’s demand, such amounts as shall be sufficient to cover all costs and expenses of the holder
incurred in any enforcement under this Section 11.
(e) No
course of dealing and no delay on the part of any holder of any MRP Shares in exercising any right, power or remedy shall
operate as a waiver thereof or otherwise prejudice such holder’s rights, powers or remedies. No right, power or
remedy conferred by this Agreement, the Supplement or any MRP Shares upon any holder thereof shall be exclusive of any other
right, power or remedy referred to herein or therein or now or hereafter available at law, in equity, by statute or
otherwise. Without limiting the obligations of the Company under Section 15, the Company will pay to the holder of the MRP
Shares on demand such further amount as shall be sufficient to cover all costs and expenses of such holder incurred in any
enforcement or collection under this Section 12, including reasonable attorneys’ fees, expenses and disbursements.
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Section
12. Reserved.
Section
13. Registration; Exchange; Substitution of Certificates Representing MRP Shares.
Section
13.1. Registration of MRP Shares. Each Purchaser and each subsequent holder of the MRP Shares severally acknowledges
and agrees that any MRP Shares received in connection with this Agreement will bear the legend set forth on Exhibit 13.1. The Company
shall keep at its principal executive office a register for the registration and registration of transfers of MRP Shares (the “MRPS
Register”). The name and address of each holder of one or more MRP Shares, each transfer thereof and the name
and address of each transferee of one or more MRP Shares shall be registered in such MRPS Register. If any holder of one or more
MRP Shares is a nominee, then (a) the name and address of the beneficial owner of such MRP Share or MRP Shares shall also be registered
in such MRPS Register as an owner and holder thereof and (b) at any such beneficial owner’s option, either such beneficial
owner or its nominee may execute any amendment, waiver or consent pursuant to this Agreement. Prior to due presentment for registration
of transfer, the Person in whose name any MRP Shares shall be registered shall be deemed and treated as the owner and holder thereof
for all purposes hereof, and the Company shall not be affected by any notice or knowledge to the contrary. The Company shall give
to any holder of MRP Shares that is an Institutional Investor promptly upon request therefor, a complete and correct copy of the
names and addresses of all registered holders and beneficial owners of MRP Shares, as recorded in the MRPS Register.
Section
13.2. Transfer and Exchange of MRP Shares. Upon surrender of any certificate representing MRP Shares to the
Company at the address and to the attention of the designated officer (all as specified in Section 18(iii)), for registration
of transfer or exchange (and in the case of a surrender for registration of transfer accompanied by a written instrument of
transfer duly executed by the registered holder of such MRP Shares or such holder’s attorney duly authorized in writing
and accompanied by the relevant name, address and other information for notices of each transferee of such MRP Shares or part
thereof), within ten (10) Business Days thereafter, the Company shall execute and deliver, at the Company’s expense
(except as provided below), one or more new MRP Shares (as requested by the holder thereof) in exchange therefor, in an
aggregate MRP Liquidation Preference Amount equal to the unpaid MRP Liquidation Preference Amount of the surrendered MRP
Shares. Each such new certificate representing MRP Shares shall be payable to such Person as such holder may request and
shall be substantially in the form of Exhibit 2. Each such new certificate representing any MRP Shares shall be dated the
date of the issuance of such new certificate and the holder thereof shall be entitled to receive cash dividends with respect
thereto in accordance with the Supplement. The Company may require payment of a sum sufficient to cover any stamp tax or
governmental charge imposed in respect of any such transfer of MRP Shares. Any transferee, by its acceptance of a MRP Share
registered in its name (or the name of its nominee), shall be deemed (i) to have made the representation set forth in Section
6 of this Agreement and (ii) to have agreed to the confidentiality provisions set forth in Section 20 of this Agreement.
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Section
13.3. Replacement of Certificates Representing MRP Shares. Upon receipt by the Company at the address and to the attention
of the designated officer (all as specified in Section 18(iii)) of evidence reasonably satisfactory to it of the ownership of and
the loss, theft, destruction or mutilation of any certificates representing MRP Shares (which evidence shall be, in the case of
an Institutional Investor, notice from such Institutional Investor of such ownership and such loss, theft, destruction or mutilation),
and (a) in the case of loss, theft or destruction, of indemnity reasonably satisfactory to it (provided
that if the holder of such certificates representing MRP Shares is, or is a nominee for, an original Purchaser or another
holder of a MRP Share with a minimum net worth of at least $50,000,000 or a Qualified Institutional Buyer, such Person’s
own unsecured agreement of indemnity shall be deemed to be satisfactory), or (b) in the case of mutilation, upon surrender and
cancellation thereof, within ten (10) Business Days thereafter, the Company at its own expense shall execute and deliver, in lieu
thereof, a new certificate evidencing such MRP Shares of the same Series, dated and entitled to receive cash dividends from the
date to which cash dividends shall have been paid on such lost, stolen, destroyed or mutilated certificates representing MRP Shares
or dated the date of such lost, stolen, destroyed or mutilated certificates representing MRP Shares if no dividends shall have
been paid thereon.
Section
14. Payments on MRP Shares.
Section
14.1. Place of Payment. Subject to Section 14.2, payments of all amounts with respect to any MRP Shares (whether as
dividends, upon redemption of shares or otherwise) shall be made in New York, New York at the principal office of U.S. Bank, N.A.
in such jurisdiction. The Company may not at any time, change the place of payment of the MRP Shares without the prior written
consent of the Required Holders.
Section
14.2. Payment by Wire Transfer. So long as any Purchaser or its nominee shall be the holder of any MRP Shares,
and notwithstanding anything contained in Section 14.1 or in the terms of such MRP Shares to the contrary, the Company will
pay all sums becoming due on such MRP Shares (whether as dividends, upon redemption of shares or otherwise) by the method and
at the address specified for such purpose below such Purchaser’s name in the Purchaser Schedule, or by such other
method or at such other address as such Purchaser shall have from time to time specified to the Company in writing for such
purpose, without the presentation or surrender of any certificate for such MRP Shares or the making of any notation thereon,
except that upon written request of the Company made concurrently with or reasonably promptly after full redemption of such
MRP Shares, such Purchaser shall surrender any certificate for such MRP Shares for cancellation, reasonably promptly after
any such request, to the Company at its principal executive office or at the place of payment most recently designated by the
Company pursuant to Section 14.1. The Company will afford the benefits of this Section 14.2 to any Institutional Investor
that is the direct or indirect transferee of any MRP Shares purchased by a Purchaser under this Agreement and that has made
the same agreement relating to such MRP Shares as the Purchasers have made in this Section 14.2.
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Section
14.3. FATCA Information. By acceptance of any MRP Shares, the holder of such MRP Shares agrees that such holder will
with reasonable promptness, upon the reasonable request of the Company, duly complete and deliver to the Company, or to such other
Person as may be reasonably requested by the Company, from time to time (a) in the case of any such holder that is a United States
Person, such holder’s United States tax identification number or other Forms reasonably requested by the Company necessary
to establish such holder’s status as a United States Person under FATCA and as may otherwise be necessary for the Company
to comply with its obligations under FATCA and (b) in the case of any such holder that is not a United States Person, such documentation
prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation
as may be necessary for the Company to comply with its obligations under FATCA and to determine that such holder has complied with
such holder’s obligations under FATCA or to determine the amount (if any) to deduct and withhold from any such payment made
to such holder. Nothing in this Section 14.3 shall require any holder to provide information that is confidential or proprietary
to such holder unless the Company is required to obtain such information under FATCA and, in such event, the Company shall treat
any such information it receives as confidential.
Section
15. Expenses, Etc.
Section
15.1. Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay
all costs and expenses (including reasonable attorneys’ fees of a special counsel and, if reasonably required by the Required
Holders, local or other counsel) incurred by the Purchasers and each other holder of an MRP Share in connection with such transactions
and in connection with any amendments, waivers or consents under or in respect of this Agreement, the Supplement or the MRP Shares
(whether or not such amendment, waiver or consent becomes effective), including: (a) the reasonable costs and expenses incurred
in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Supplement
or the MRP Shares or in responding to any subpoena or other legal process or informal investigative demand issued in connection
with this Agreement, the Supplement or the MRP Shares, or by reason of being a holder of any MRP Shares, (b) the costs and expenses,
including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or in connection
with any work-out or restructuring of the transactions contemplated hereby, by the Supplement and by the MRP Shares and (c) the
costs and expenses incurred in connection with the initial filing of this Agreement, the Supplement and all related documents and
financial information with the SVO provided,
that such costs and expenses under this clause (c) shall not exceed $3,500 per Series. If
required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI).
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The
Company will pay, and will save each Purchaser and each other holder of a MRP Share harmless from, (i) all claims in respect
of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other
holder in connection with its purchase of the MRP Shares), (ii) any and all wire transfer fees that any bank or other
financial institution deducts from any payment under such MRP Share to such holder or otherwise charges to a holder of an MRP
Share with respect to a payment under such MRP Share and (iii) any
judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including reasonable attorneys’ fees and
expenses) or obligation resulting from the consummation of the transactions contemplated hereby, including the use of the
proceeds of the MRP Shares by the Company.
Section
15.2. Certain Taxes. The Company agrees to pay all stamp, documentary or similar taxes or fees which may be payable
in respect of the execution and delivery or the enforcement of this Agreement, the Supplement or the execution and delivery (but
not the transfer) or the enforcement of any of the MRP Shares in the United States or any other jurisdiction where the Company
has assets or of any amendment of, or waiver or consent under or with respect to, this Agreement, the Supplement or of any of the
MRP Shares, and to pay any value added tax due and payable in respect of reimbursement of costs and expenses by the Company pursuant
to this Section 15, and will save each holder of MRP Shares to the extent permitted by applicable law harmless against any loss
or liability resulting from nonpayment or delay in payment of any such tax or fee required to be paid by the Company hereunder.
Section
15.3. Survival. The obligations of the Company under this Section 15 will survive the payment or transfer of any MRP
Shares, the enforcement, amendment or waiver of any provision of this Agreement, the Supplement or the MRP Shares, and the termination
of this Agreement.
Section
16. Survival of Representations and Warranties; Entire Agreement.
All
representations and warranties contained herein shall survive the execution and delivery of this Agreement, the execution of the
Supplement, the issuance and sale of the MRP Shares, the purchase or transfer by any Purchaser of any MRP Shares or portion thereof
or interest therein and the redemption of any MRP Shares, and may be relied upon by any subsequent holder of MRP Shares, regardless
of any investigation made at any time by or on behalf of such Purchaser or any other holder of MRP Shares. All statements contained
in any certificate or other instrument delivered by or on behalf of the Company pursuant to this Agreement shall be deemed representations
and warranties of the Company under this Agreement. Subject to the preceding sentence, this Agreement, the Supplement and the MRP
Shares embody the entire agreement and understanding between each Purchaser and the Company and supersede all prior agreements
and understandings relating to the subject matter hereof.
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Section 17. Amendment
and Waiver.
Section
17.1. Requirements. This Agreement and the Supplement may be amended, and the observance of any term hereof may be waived
(either retroactively or prospectively), only with the written consent of the Company and the Required Holders, except that:
(a)
no amendment or waiver of any of Sections 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will
be effective as to any Purchaser or holder of MRP Shares unless consented to by such holder of MRP Shares or such Purchaser in
writing; and
(b)
no amendment or waiver may, without the written consent of each Purchaser and the holder of each MRP Share at the time outstanding,
(i) change the amount or time of any redemption, prepayment or payment on the MRP Liquidation Preference Amount or reduce the rate
or change the time of redemption or payment or method of computation of the Applicable Rate, Default Rate or Dividend Rate (each
as defined in the Supplement) on the MRP Shares or the Make-Whole Amount, (ii) change the percentage of the aggregate MRP Liquidation
Preference Amount of the MRP Shares the holders of which are required to consent to any amendment or waiver, or (iii) amend any
of Section 2 or 3 of the Supplement or Section 11, 12, 17 or 20 of this Agreement.
Each holder of MRP Shares shall be entitled to one
vote for each MRP Share held on each matter submitted to a vote of the shareholders of the Company.
Section 17.2. Solicitation of Holders
of MRP Shares.
(a)
Solicitation. The Company will provide each holder of a MRP Share with sufficient information, sufficiently far in
advance of the date a decision is required, to enable such holder of a MRP Share to make an informed and considered decision with
respect to any proposed amendment, waiver or consent in respect of any of the provisions hereof or of the Supplement. The Company
will deliver executed or true and correct copies of each amendment, waiver or consent effected pursuant to the provisions of this
Section 17 to each holder of outstanding MRP Shares promptly following the date on which it is executed and delivered by, or receives
the consent or approval of, the requisite holders of MRP Shares.
(b)
Payment. The Company will not directly or indirectly pay or cause to be paid any remuneration, whether by way of
supplemental or additional interest, fee or otherwise, or grant any security or provide other credit support, to any holder of
MRP Shares as consideration for or as an inducement to the entering into by such holder of MRP Shares of any waiver or amendment
of any of the terms and provisions hereof or of the Supplement unless such remuneration is concurrently paid, or security is concurrently
granted or other credit support concurrently provided, on the same terms, ratably to each holder of MRP Shares then outstanding
even if such holder of MRP Shares did not consent to such waiver or amendment.
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(c) Consent
in Contemplation of Transfer. Any consent given pursuant to this Section 17 by a holder of any MRP Share that has
transferred or has agreed to transfer its MRP Share to (i) the Company, (ii) any Affiliate or (iii) any other Person
in connection with, or in anticipation of, such other Person acquiring, making a tender offer for or merging with the Company
and/or any of its Affiliates, in each case in connection with such consent, shall be void and of no force or effect except
solely as to such holder, and any amendments effected or waivers granted or to be effected or granted that would not have
been or would not be so effected or granted but for such consent (and the consents of all other holders of MRP Shares that
were acquired under the same or similar conditions) shall be void and of no force or effect except solely as to such
holder.
Section
17.3. Binding Effect, Etc. Any amendment or waiver consented to as provided in this Section 17 applies equally to all
holders of MRP Shares and is binding upon them and upon each future holder of any MRP Shares and upon the Company without regard
to whether such certificates representing MRP Shares have been marked to indicate such amendment or waiver. No such amendment or
waiver will extend to or affect any obligation, covenant, agreement, Default or Event of Default not expressly amended or waived
or impair any right consequent thereon. No course of dealing between the Company and any holder of any MRP Shares and no delay
in exercising any rights hereunder, under the Supplement or under any MRP Shares shall operate as a waiver of any rights of the
Company or holder of such MRP Shares. As used herein, the term “this Agreement” and references thereto shall mean this
Agreement as it may from time to time be amended or supplemented.
Section
17.4. MRP Shares Held by Company, Etc. Solely for the purpose of determining whether the holders of all or the requisite
percentage of the aggregate number of MRP Shares then outstanding approved or consented to any amendment, waiver or consent to
be given under this Agreement or the Supplement, or have directed the taking of any action provided herein or therein to be taken
upon the direction of the holders of all or a specified percentage of the aggregate number of MRP Shares then outstanding, MRP
Shares directly or indirectly owned by the Company or any of its Affiliates shall be deemed not to be outstanding.
Section
18. Notices.
Except
to the extent otherwise provided in Section 7.4, all notices and communications provided for hereunder shall be in writing and
sent (a) by registered or certified mail with return receipt requested or express or priority mail with online tracking service
available (postage prepaid), (b) by fax if the recipient has provided a fax number in its notice details (provided that a copy
of such sent fax is kept on file, whether electronically or otherwise, by the sending party and the sending party does not receive
an automatically generated message that such fax could not be delivered to its recipient), (c) by an nationally recognized commercial
delivery service (charges prepaid) or (d) by e-mail if the recipient has provided an e-mail address in its notice details (provided
that a copy of such sent e-mail is kept on file, whether electronically or otherwise, by the sending party and the sending party
does not receive an automatically generated message from the recipient’s e-mail server that such e-mail could not be delivered
to its recipient). Any such notice must be sent:
(i)
if to any Purchaser or its nominee, to such Purchaser or nominee at the address specified for such communications in the
Purchaser Schedule, or at such other address as such Purchaser or nominee shall have specified to the Company in writing,
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(ii)
if to any other holder of any MRP Share, to such holder at such address as such other holder shall have specified to the
Company in writing, or
(iii)
if to the Company, to the Company at its address set forth at the beginning hereof to the attention
of General Counsel, 980 Hammond Drive, Suite 200, Atlanta, GA 30328, with a copy to Head of Operations, 980 Hammond Drive, Suite
200, Atlanta, GA 30328, or at such other address as the Company shall have specified to the holder of each MRP Share in
writing.
Notices under this Section 18 will be deemed given
only when actually received.
Section 19. Reproduction
of Documents.
This
Agreement and all documents relating thereto, including (a) consents, waivers and modifications that may hereafter be executed,
(b) documents received by any Purchaser at the Closing (except the MRP Shares themselves), and (c) financial statements, certificates
and other information previously or hereafter furnished to any Purchaser, may be reproduced by such Purchaser by any photographic,
photostatic, electronic, digital, or other similar process and such Purchaser may destroy any original document so reproduced.
The Company agrees and stipulates that, to the extent permitted by applicable law, any such reproduction shall be admissible in
evidence as the original itself in any judicial or administrative proceeding (whether or not the original is in existence and whether
or not such reproduction was made by such Purchaser in the regular course of business) and any enlargement, electronic copy or
further reproduction of such reproduction shall likewise be admissible in evidence. This Section 19 shall not prohibit the Company
or any other holder of MRP Shares from contesting any such reproduction to the same extent that it could contest the original,
or from introducing evidence to demonstrate the inaccuracy of any such reproduction.
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Section 20. Confidential
Information.
For
the purposes of this Section 20, “Confidential
Information” means information delivered to any Purchaser by or on behalf of the Company in connection with
the transactions contemplated by or otherwise pursuant to this Agreement or the Supplement that is proprietary in nature and
that was clearly marked or labeled or otherwise adequately identified when received by such Purchaser as being confidential
information of the Company, provided that such term does not include information that (a) was publicly known or otherwise
known to such Purchaser prior to the time of such disclosure, (b) subsequently becomes publicly known through no act or
omission by such Purchaser or any Person acting on such Purchaser’s behalf, (c) otherwise becomes known to such
Purchaser other than through disclosure by the Company or (d) constitutes financial statements delivered to such Purchaser
under Section 7.1 that are otherwise publicly available. Each Purchaser will maintain the confidentiality of such
Confidential Information in accordance with procedures adopted by such Purchaser in good faith to protect confidential
information of third parties delivered to such Purchaser, provided that such Purchaser may deliver or disclose Confidential
Information to (i) its affiliates and its and its affiliates’ respective directors, officers, employees (legal or
contractual), agents, partners, attorneys, trustees, limited partners and investors (to the extent such disclosure reasonably
relates to the administration of the investment represented by its MRP Shares or portfolio management), (ii) its auditors,
consultants, service providers, financial advisors, investment managers, investment advisors and other professional advisors
who agree to hold confidential the Confidential Information substantially in accordance with this Section 20, (iii) any other
holder of any MRP Shares, (iv) if the holder of a MRP Shares is a trust or fund, to the beneficiaries or beneficial owners of
such trust or fund, (v) any Institutional Investor to which it transfers or pledges or offers to transfer or pledge such MRP
Shares or any part thereof or any participation therein and any beneficiary, agent, custodian or trustee in connection
therewith (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the
provisions of this Section 20) and, in each case, any such Person shall have the same rights and obligations with respect to
such Confidential Information as the Purchasers have under this Section 20, (vi) any Person from which it offers to
purchase any security of the Company (if such Person has agreed in writing prior to its receipt of such Confidential
Information to be bound by this Section 20), (vii) any federal, state or other regulatory authority having jurisdiction over
such Purchaser, any recipient of Confidential Information under this Section 20, or in each case, its portfolio or any
transactions relating thereto, (viii) the NAIC or the SVO or, in each case, any similar organization, or any nationally
recognized rating agency, or (ix) any other Person to which such delivery or disclosure may be necessary or appropriate (w)
to effect compliance with any law, rule, regulation or order applicable to such Purchaser or its investment managers or
investment advisors or to its investment portfolio or any transactions relating thereto (x) in response to any subpoena or
other legal process, (y) in connection with any litigation, arbitration or dispute resolution process to which such Purchaser
is a party or (z) if an Event of Default has occurred and is continuing, to the extent such Purchaser may reasonably
determine such delivery and disclosure to be necessary or appropriate in the enforcement or for the protection of the rights
and remedies under such Purchaser’s MRP Shares, or this Agreement or the Supplement. Each holder of MRP Shares, by its
acceptance of a MRP Share, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 20
as though it were a party to this Agreement. On reasonable request by the Company in connection with the delivery to any
holder of a MRP Share of information required to be delivered to such holder under this Agreement or requested by such holder
(other than a holder that is a party to this Agreement or its nominee), such holder will enter into an agreement with the
Company embodying this Section 20.
In
the event that as a condition to receiving access to information relating to the Company or its Subsidiaries in connection with
the transactions contemplated by or otherwise pursuant to this Agreement or the Supplement, any Purchaser or holder of a MRP Share
is required to agree to a confidentiality undertaking (whether through Intralinks, another secure website, a secure virtual workspace
or otherwise) which is different from this Section 20, this Section 20 shall not be amended thereby and, as between such Purchaser
or such holder and the Company, this Section 20 shall supersede any such other confidentiality undertaking.
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Section 21. Substitution
of Purchaser; Substitution Consent.
Section
21.1. Substitution of Purchaser . Each Purchaser shall have the right to substitute any one of its Affiliates or another
Purchaser or any one of such other Purchaser’s Affiliates (a “Substitute
Purchaser”) as the purchaser of the MRP Shares that it has agreed to purchase hereunder, by written notice to
the Company, which notice shall be signed by both such Purchaser and such Substitute Purchaser, shall contain such Substitute Purchaser’s
agreement to be bound by this Agreement and shall contain a confirmation by such Substitute Purchaser of the accuracy with respect
to it of the representations set forth in Section 6. Upon receipt of such notice, any reference to such Purchaser in this Agreement
(other than in this Section 21), shall be deemed to refer to such Substitute Purchaser in lieu of such original Purchaser. In the
event that such Substitute Purchaser is so substituted as a Purchaser hereunder and such Substitute Purchaser thereafter transfers
to such original Purchaser all of the MRP Shares then held by such Substitute Purchaser, upon receipt by the Company of notice
of such transfer, any reference to such Substitute Purchaser as a “Purchaser” in this Agreement (other than in this
Section 21), shall no longer be deemed to refer to such Substitute Purchaser, but shall refer to such original Purchaser, and such
original Purchaser shall again have all the rights of an original holder of the MRP Shares under this Agreement.
Section
21.2. Consent. Notwithstanding anything to the contrary herein, no Purchaser shall substitute any Substitute Purchaser as the
purchaser of the MRP Shares or make any other transfer of the MRP Shares to any other transferee without the prior written consent
of the Company which will not be unreasonably withheld or delayed if the source of funds to be used by a proposed Substitute Purchaser
or other transferee to purchase any MRP Shares is a source which qualifies under clause (c) or (g) of Section 6.2 hereof; provided,
however, if such Affiliate or other transferee is able to make the representation set forth in Section 6.2(c) without making any
disclosure to the Company in writing, the prior written consent of the Company to such substitution or transfer shall not be required.
Section 22. Miscellaneous.
Section
22.1. Successors and Assigns. All covenants and other agreements contained in this Agreement by or on behalf of any
of the parties hereto bind and inure to the benefit of their respective successors and assigns (including any subsequent holder
of MRP Shares) whether so expressed or not, except that the Company may not assign or otherwise transfer any of its rights or obligations
hereunder or under the MRP Shares without the prior written consent of each holder. Nothing in this Agreement, expressed or implied,
shall be construed to confer upon any Person (other than the parties hereto and their respective successors and assigns permitted
hereby) any legal or equitable right, remedy or claim under or by reason of this Agreement.
Section
22.2. Accounting Terms. All accounting terms used herein which are not expressly defined in this Agreement have the
meanings respectively given to them in accordance with GAAP. Except as otherwise specifically provided herein, (i) all computations
made pursuant to this Agreement shall be made in accordance with GAAP, and (ii) all financial statements shall be prepared in
accordance with GAAP. For purposes of determining compliance with the financial covenants contained in this Agreement or the Supplement,
any election by the Company to measure any financial liability using fair value (as permitted by Financial Accounting Standards
Board Accounting Standards Codification Topic No. 825-10-25 – Fair
Value Option, International Accounting Standard 39 – Financial
Instruments: Recognition and Measurement or any similar accounting standard) shall be disregarded and such determination
shall be made as if such election had not been made.
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Section
22.3. Appointment of Initial MRP Shares Trustees. The Company and each of the Purchasers acknowledge and agree that,
as of the date hereof, each of Ira Cohen and Cheryl Pate are currently duly elected trustees of the Company and designated by the
Board of Trustees of the Company to serve as trustees for election by the holders of the Preferred Shares of the Company (including
the MRP Shares) pursuant to Section 4(a) of the Supplement.
Section
22.4. Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as
to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions
hereof, and any such prohibition or unenforceability in any jurisdiction shall (to the full extent permitted by law) not invalidate
or render unenforceable such provision in any other jurisdiction.
Section
22.5. Construction. Each covenant contained herein shall be construed (absent express provision to the contrary) as
being independent of each other covenant contained herein, so that compliance with any one covenant shall not (absent such an express
contrary provision) be deemed to excuse compliance with any other covenant. Where any provision herein refers to action to be taken
by any Person, or which such Person is prohibited from taking, such provision shall be applicable whether such action is taken
directly or indirectly by such Person.
Defined terms
herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any
pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,”
“includes” and “including” shall be deemed to be followed by the phrase “without
limitation.” The word “will” shall be construed to have the same meaning and effect as the word
“shall.” Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or
other document herein shall be construed as referring to such agreement, instrument or other document as from time to time
amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set
forth herein) and, for purposes of the MRP Shares, shall also include any such MRP Shares issued in substitution therefor
pursuant to Section 13, (b) subject to Section 22.1, any reference herein to any Person shall be construed to include such
Person’s successors and assigns, (c) the words “herein,” “hereof” and
“hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not
to any particular provision hereof, (d) all references herein to Sections and Schedules shall be construed to refer to
Sections of, and Schedules to, this Agreement, and (e) any
reference to any law or regulation herein shall, unless otherwise specified, refer to such law or regulation as amended,
modified or supplemented from time to time.
-31-
Section
22.6. Counterparts; Electronic Contracting.
This Agreement may be executed in any number of counterparts, each of which shall be an original but all of which together shall
constitute one instrument. Each counterpart may consist of a number of copies hereof, each signed by less than all, but together
signed by all, of the parties hereto. The parties agree to electronic contracting and electronic signatures with respect to this
Agreement and the other related documents (other than the MRP Shares). Delivery of an electronic signature to, or a signed copy
of, this Agreement and such other related documents (other than the MRP Shares) by facsimile, email or other electronic transmission
shall be fully binding on the parties to the same extent as the delivery of the signed originals and shall be admissible into evidence
for all purposes. The words “execution,” “execute”, “signed,” “signature,” and
words of like import in or related to any document to be signed in connection with this Agreement and such other documents (other
than the MRP Shares) shall be deemed to include electronic signatures, or the keeping of records in electronic form, each of which
shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping
system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures
in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws
based on the Uniform Electronic Transactions Act. Notwithstanding the foregoing, if any Purchaser shall request manually signed
counterpart signatures to this Agreement or any such other related document, the Company hereby agrees to use its reasonable endeavors
to provide such manually signed signature pages as soon as reasonably practicable (but in any event within thirty (30) days after
such request or such longer period as the requesting Purchaser and the Company may mutually agree).
Section
22.7. Governing Law. This Agreement shall be construed and enforced in accordance with, and the rights of the parties
shall be governed by, the law of the State of New York excluding choice-of-law principles of the law of such State that would permit
the application of the laws of a jurisdiction other than such State.
Section
22.8. Jurisdiction and Process; Waiver of Jury Trial. (a) The Company irrevocably submits to the non-exclusive jurisdiction
of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding
arising out of or relating to this Agreement or the MRP Shares. To the fullest extent permitted by applicable law, the Company
irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the
jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action
or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been
brought in an inconvenient forum.
(b) The
Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of
the nature referred to in Section 22.8(a) brought in any such court shall be conclusive and binding upon it subject to
rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New
York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such
judgment.
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(c) The
Company consents to process being served by or on behalf of any holder of MRP Shares in any suit, action or proceeding of the
nature referred to in Section 22.8(a) by mailing a copy thereof by registered, certified priority or express mail (or
any substantially similar form of mail), with on-line tracking service available, postage prepaid, return receipt or delivery
confirmation requested, or delivering a copy thereof in the manner for delivery of notices specified in Section 18 or at such
other address of which such holder shall then have been notified pursuant to said Section. The Company agrees that such
service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or
proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service
upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery
receipt or on-line confirmation of delivery furnished by the United States Postal Service or any reputable commercial
delivery service.
(d)
Nothing in this Section 22.8 shall affect the right of any holder of MRP Shares to serve process in any manner permitted
by law, or limit any right that the holders of any of the MRP Shares may have to bring proceedings against the Company in the courts
of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction.
(e)
The parties hereto hereby waive trial by jury in any action brought on or with respect
to this agreement, the mrp shares or any other document executed in connection herewith or therewith.
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If
you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to
the Company, whereupon this Agreement shall become a binding agreement between you and the Company.
Very truly yours,
Angel Oak
Financial Strategies Income Term Trust
By:
s/ Nilesh Likhite
Name: Nilesh Likhite
Title: Treasurer
Angel
Oak Financial Strategies Income Term Trust
Securities
Purchase Agreement
This Agreement is hereby accepted and agreed to as
of the date hereof.
Metropolitan Tower Life Insurance Company
By:
MetLife Investment Management, LLC, Its Investment Manager
By:
Name: William Gardner
Title: Authorized Signatory
Metropolitan Life Insurance Company
By:
MetLife Investment Management, LLC, Its Investment Manager
By:
Name: William Gardner
Title: Authorized Signatory
Metropolitan General Insurance Company
By:
MetLife Investment Management, LLC, Its Investment Manager
By:
Name: William Gardner
Title: Authorized Signatory
Angel
Oak Financial Strategies Income Term Trust
Securities
Purchase Agreement
Schedule
A
Defined
Terms
As used
herein, the following terms have the respective meanings set forth below or set forth in the Section hereof following such term:
“Affiliate”
means, at any time, and with respect to any Person, any other Person that at such time directly or indirectly through one or more
intermediaries Controls, or is Controlled by, or is under common Control with, such first Person. Unless the context otherwise
clearly requires, any reference to an “Affiliate” is a reference to an Affiliate of the Company.
“Agreement”
means this Securities Purchase Agreement, including all Schedules and Exhibits attached hereto.
“Anti-Corruption
Laws” means any law or regulation in a U.S. or any non-U.S. jurisdiction regarding bribery or any other corrupt
activity, including the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act 2010.
“Anti-Money
Laundering Laws” means any law or regulation in a U.S. or any non-U.S. jurisdiction regarding money laundering,
drug trafficking, terrorist-related activities or other money laundering predicate crimes, including the Currency and Foreign Transactions
Reporting Act of 1970 (otherwise known as the Bank Secrecy Act) and the USA PATRIOT Act.
“Blocked
Person” means (a) a Person whose name appears on the list of Specially Designated Nationals and Blocked
Persons published by OFAC, (b) a Canada Blocked Person, (c) a Person, entity, organization, country or regime that is blocked
or a target of sanctions that have been imposed under U.S. Economic Sanctions Laws or (d) a Person that is an agent,
department or instrumentality of, or is otherwise beneficially owned by, controlled by or acting on behalf of, directly or
indirectly, any Person, entity, organization, country or regime described in clause (a), (b) or (c).
“Business
Day” means a day on which the New York Stock Exchange is open for trading and which is not a Saturday, Sunday
or a day on which commercial banks in New York, New York or Atlanta, Georgia are required or authorized to be closed.
“Canada
Blocked Person” means (i) a “terrorist group” as defined for the purposes of Part II.1 of the Criminal
Code (Canada), as amended or (ii) a Person identified in or pursuant to (w) Part II.1 of the Criminal Code (Canada), as amended
or (x) the Proceeds of Crime (Money Laundering) and Terrorist Finance Act, as amended or (y) the Justice for Victims of Corrupt
Foreign Officials Act (Sergei Magnitsky Law), as amended or (z) regulations or orders promulgated pursuant to the Special Economic
Measures Act (Canada), as amended, the United Nations Act (Canada), as amended, or the Freezing Assets of Corrupt Foreign Officials
Act (Canada), as amended, in any
case pursuant to this clause (ii) as a Person in respect of whose property or benefit a holder of MRP Shares would be prohibited
from entering into or facilitating a related financial transaction.
Schedule
A
(to Securities Purchase
Agreement)
“Canadian
Economic Sanctions Laws” means those laws, including enabling legislation, orders-in-council or other regulations
administered and enforced by Canada or a political subdivision of Canada pursuant to which economic sanctions have been imposed
on any Person, entity, organization, country or regime, including Part II.1 of the Criminal Code (Canada), as amended, the Special
Economic Measures Act (Canada), as amended, the Proceeds of Crime (Money Laundering) and Terrorist Finance Act, as amended, the
Justice for Victims of Corrupt Foreign Officials Act (Sergei Magnitsky Law), as amended, the United Nations Act (Canada), as amended,
the Export and Import Permits Act (Canada), as amended, and the Freezing Assets of Corrupt Foreign Officials Act (Canada), as amended,
and including all regulations promulgated under any of the foregoing, or any other similar sanctions program or action.
“Capital
Lease” means, at any time, a lease with respect to which the lessee is required concurrently to recognize the
acquisition of an asset and the incurrence of a liability in accordance with GAAP.
“Closing”
is defined in Section 3.
“Code”
means the Internal Revenue Code of 1986, as amended from time to time, and the rules and regulations promulgated thereunder from
time to time.
“Common
Shares” shall mean and include any share of any class or series of capital stock or beneficial interests of a
corporation or statutory trust, the right of which to share in distributions of either income or realized capital gain of such
corporation or statutory trust is without limit as to any amount or percentage as and to the extent no amounts payable on or in
respect of such Common Shares and no rights arising in connection therewith have preference over any other Common Shares upon dissolution,
liquidation or winding-up of such corporation or statutory trust.
“Company”
is defined in the first paragraph of this Agreement.
“Confidential
Information” is defined in Section 20.
“Control”
means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a
Person, whether through the ownership of voting securities, by contract or otherwise; and the terms “Controlled” and
“Controlling” shall have meanings correlative to the foregoing.
“Controlled
Entity” means (a) any of the Subsidiaries of the Company and any of their or the Company’s respective Controlled
Affiliates and (b) if the Company has a parent company, such parent company and its Controlled Affiliates.
2
“Custody
Agreement” means that certain Amended and Restated Custody Agreement dated as of April 1, 2021 by and between,
inter alios, the Company and U.S. Bank
National Association, as amended through the Amendment dated as of September 23, 2025.
“Declaration
of Trust” is defined in Section 1.
“Default”
means the failure by the Company in its performance or compliance with any covenant or agreement hereunder or under the Supplement.
“Disclosure
Documents” is defined in Section 5.3.
“Economic
Sanctions Laws” means U.S. Economic Sanctions Laws or Canadian Economic Sanctions Laws.
“EDGAR”
means the SEC’s Electronic Data Gathering, Analysis and Retrieval System or any successor SEC electronic filing system for
such purposes.
“Environmental
Laws” means any and all federal, state, local, and foreign statutes, laws, regulations, ordinances, rules, judgments,
orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution
and the protection of the environment or the release of any materials into the environment, including those related to Hazardous
Materials.
“ERISA”
means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the rules and regulations
promulgated thereunder from time to time in effect.
“ERISA
Affiliate” means any trade or business (whether or not incorporated) that is treated as a single employer together
with the Company under Section 414 of the Code.
“Event
of Default” is defined in Section 11.
“FATCA”
means (a) sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that
is substantively comparable and not materially more onerous to comply with), together with any current or future regulations or
official interpretations thereof, (b) any treaty, law or regulation of any other jurisdiction, or relating to an intergovernmental
agreement between the United States of America and any other jurisdiction,
which (in either case) facilitates the implementation of the foregoing clause (a), and (c) any agreements entered into pursuant
to Section 1471(b)(1) of the Code.
“Form
10-K” is defined in Section 7.1(b).
“Form
10-Q” is defined in Section 7.1(a).
“GAAP”
means generally accepted accounting principles as in effect from time to time in the United States of America.
3
“Governmental
Authority” means:
(a)
the government of (i) the United States of America or any state or other political subdivision thereof, or (ii) any other
jurisdiction in which the Company conducts all or any part of its business, or which asserts jurisdiction over any properties of
the Company, or
(b)
any entity exercising executive, legislative, judicial, regulatory or administrative functions of, or pertaining to, any
such government.
“Governmental
Official” means any governmental official or employee, employee of any government-owned or government-controlled
entity, political party, any official of a political party, candidate for political office, official of any public international
organization or anyone else acting in an official capacity.
“Guaranty”
means, with respect to any Person, any obligation (except the endorsement in the ordinary course of business of negotiable instruments
for deposit or collection) of such Person guaranteeing or in effect guaranteeing any indebtedness, dividend or other obligation
of any other Person in any manner, whether directly or indirectly, including obligations incurred through an agreement, contingent
or otherwise, by such Person:
(a)
to purchase such indebtedness or obligation or any property constituting security therefor;
(b)
to advance or supply funds (i) for the purchase or payment of such indebtedness or obligation, or (ii) to maintain any working
capital or other balance sheet condition or any income statement condition of any other Person or otherwise to advance or make
available funds for the purchase or payment of such indebtedness or obligation;
(c)
to lease properties or to purchase properties or services primarily for the purpose of assuring the owner of such indebtedness
or obligation of the ability of any other Person to make payment of the indebtedness or obligation; or
(d)
otherwise to assure the owner of such indebtedness or obligation against loss in respect thereof.
In any
computation of the indebtedness or other liabilities of the obligor under any Guaranty, the indebtedness or other obligations that
are the subject of such Guaranty shall be assumed to be direct obligations of such obligor.
“Hazardous
Materials” means any and all pollutants, toxic or hazardous wastes or other substances that might pose a hazard
to health and safety, the removal of which may be required or the generation, manufacture, refining, production, processing, treatment,
storage, handling, transportation, transfer, use, disposal, release, discharge, spillage, seepage or filtration of which is or
shall be restricted, prohibited or penalized by any applicable law, including asbestos, urea formaldehyde foam insulation, polychlorinated biphenyls,
petroleum, petroleum products, lead based paint, radon gas or similar restricted, prohibited or penalized substances.
4
“holder”
means, with respect to any MRP Share, the Person in whose name such MRP Share is registered in the MRPS Register maintained by
the Company pursuant to Section 13.1, provided, however,
that if such Person is a nominee, then for the purposes of Sections 7, 12, 15.1, 15.2, 17.2 and 18 and any related definitions
in this Schedule A (including the definition of “Institutional Investor”), “holder” shall mean the beneficial
owner of such MRP Share whose name and address appears in such register.
“Holder
Forms” means any forms required to be filed by a holder of MRP Shares pursuant to (i) the SEC pursuant to the
Securities Exchange Act of 1934, (ii) the 1940 Act or (iii) as required by the Federal Reserve Board.
“INHAM
Exemption” is defined in Section 6.2(e).
“Indebtedness”
with respect to any Person means, at any time, without duplication,
(a)
its liabilities for borrowed money and its redemption obligations in respect of mandatorily redeemable Preferred Shares;
(b)
its liabilities for the deferred purchase price of property acquired by such Person (excluding accounts payable arising
in the ordinary course of business but including all liabilities created or arising under any conditional sale or other title retention
agreement with respect to any such property);
(c)
(i) all liabilities appearing on its balance sheet in accordance with GAAP in respect of Capital Leases and (ii) all liabilities
which would appear on its balance sheet in accordance with GAAP in respect of Synthetic Leases assuming such Synthetic Leases were
accounted for as Capital Leases;
(d)
all liabilities for borrowed money secured by any Lien with respect to any property owned by such Person (whether or not
it has assumed or otherwise become liable for such liabilities);
(e)
all its liabilities in respect of letters of credit or instruments serving a similar function issued or accepted for its
account by banks and other financial institutions (whether or not representing obligations for borrowed money);
(f)
the aggregate Swap Termination Value of all Swap Contracts of such Person; and
(g)
any Guaranty of such Person with respect to liabilities of a type described in any of clauses (a) through (f) hereof.
5
Indebtedness
of any Person shall include all obligations of such Person of the character described in clauses (a) through (g) to the extent
such Person remains legally liable in respect thereof notwithstanding that any such obligation is deemed to be extinguished under
GAAP.
“Institutional
Investor” means (a) any Purchaser of MRP Shares, (b) any holder of MRP Shares holding (together with one or more
of its affiliates) more than 5% of the aggregate principal amount of the MRP Shares then outstanding, (c) any bank, trust company,
savings and loan association or other financial institution, any pension plan, any investment company, any insurance company, any
broker or dealer, or any other similar financial institution or entity, regardless of legal form, (d) any Related Fund of any holder
of any MRP Shares and (e) any trust or fund whose beneficiaries or beneficial owners are Institutional Investors described in the
foregoing clauses (a) through (d) hereof.
“Kroll”
means Kroll Bond Rating Agency, LLC.
“Lien”
means, with respect to any Person, any mortgage, lien, pledge, charge, security interest or other encumbrance, or any interest
or title of any vendor, lessor, lender or other secured party to or of such Person under any conditional sale or other title retention
agreement or Capital Lease, upon or with respect to any property or asset of such Person (including in the case of shares, shareholder
agreements, voting trust agreements and all similar arrangements).
“Make-Whole
Amount” is defined in the Supplement.
“Material”
means material in relation to the business, operations, affairs, financial condition, assets or properties of the Company.
“Material
Adverse Effect” means a material adverse effect on (a) the business, operations, affairs, financial
condition, assets or properties of the Company taken as a whole, (b) the ability of the Company to perform its obligations
under this Agreement, the Supplement and the MRP Shares, or (C) the validity or enforceability of this Agreement, the
Supplement or the MRP Shares.
“MRP
Liquidation Preference Amount” means, with respect to the MRP Shares, the liquidation preference of $25.00 per
share.
“MRP
Shares” is defined in Section 1.
“Multiemployer
Plan” means any Plan that is a “multiemployer plan” (as such term is defined in Section 4001(a)(3)
of ERISA).
“NAIC”
means the National Association of Insurance Commissioners or any successor thereto.
“1940
Act” means the Investment Company Act of 1940, and the rules and regulations promulgated thereunder and all exemptive
relief, if any, obtained by the Company thereunder, as the same may be amended from time to time.
6
“Non-U.S.
Plan” means any plan, fund or other similar program that (a) is established or maintained outside the United
States of America by the Company primarily for the benefit of employees of the Company residing outside the United States of America,
which plan, fund or other similar program provides, or results in, retirement income, a deferral of income in contemplation of
retirement or payments to be made upon termination of employment, and (b) is not subject to ERISA or the Code.
“NRSRO”
means any of DBRS, Inc., Fitch Ratings, Inc., Kroll Bond Rating Agency, Inc., Moody’s Investors Service, Inc. or S&P
Global Ratings, a division of S&P Global, or any of their successors at law.
“OFAC”
means the Office of Foreign Assets Control of the United States Department of the Treasury.
“OFAC
Sanctions Program” means any economic or trade sanction that OFAC is responsible for administering and enforcing. A
list of OFAC Sanctions Programs may be found at http://www.treasury.gov/resource-center/sanctions/Programs/Pages/Programs.aspx.
“Officer’s
Certificate” means a certificate of a Senior Financial Officer or of any other officer of the Company whose responsibilities
extend to the subject matter of such certificate.
“PBGC”
means the Pension Benefit Guaranty Corporation referred to and defined in ERISA or any successor thereto.
“Person”
means an individual, partnership, corporation, limited liability company, association, trust, unincorporated organization,
business entity or governmental authority.
“Plan”
means an “employee benefit plan” (as defined in Section 3(3) of ERISA) subject to Title I of ERISA that is or, within
the preceding five years, has been established or maintained, or to which contributions are or, within the preceding five years,
have been made or required to be made, by the Company or any ERISA Affiliate or with respect to which the Company or any ERISA
Affiliate may have any liability.
“Preferred
Shares” means any class of capital stock or beneficial interests of a Person that is preferred over any other
class of capital stock or beneficial interests (or similar equity interests) of such Person as to the payment of dividends, distributions
or the payment of any amount upon liquidation or dissolution of such Person.
“Presentation”
is defined in Section 5.3.
“property”
or “properties” means, unless
otherwise specifically limited, real or personal property of any kind, tangible or intangible, choate or inchoate.
“PTE”
is defined in Section 6.2(a).
7
“Purchaser”
or “Purchasers” means
each of the purchasers that has executed and delivered this Agreement to the Company and such Purchaser’s successors and
assigns (so long as any such assignment complies with Section 13.2), provided,
however, that any Purchaser of MRP Shares that ceases to be the registered holder or a beneficial owner (through a nominee)
of such MRP Shares as the result of a transfer thereof pursuant to Section 13.2 shall cease to be included within the meaning of
“Purchaser” of such MRP Shares for the purposes of this Agreement upon such transfer.
“Purchaser
Schedule” means the Purchaser Schedule to this Agreement listing the Purchasers of the MRP Shares and including
their notice and payment information.
“QPAM
Exemption” is defined in Section 6.2(d).
“Qualified
Institutional Buyer” means any Person who is a “qualified institutional buyer” within the meaning
of such term as set forth in Rule 144A(a)(1) under the Securities Act.
“Related
Fund” means, with respect to any holder of any MRP Shares, any fund or entity that (a) invests in Securities or
bank loans, and (b) is advised or managed by such holder, the same investment advisor as such holder or by an affiliate of such
holder or such investment advisor.
“Required
Holders” means at any time on or after the Closing, the holders of at least 51% in aggregate MRP Liquidation Preference
Amounts of the MRP Shares at the time outstanding (exclusive of MRP Shares then owned by the Company or any of its Affiliates)
“Responsible
Officer” means any Senior Financial Officer and any other officer of the Company with responsibility for the administration
of the relevant portion of this Agreement.
“SEC”
means the Securities and Exchange Commission of the United States of America.
“Securities”
or “Security” shall have the meaning
specified in Section 2(1) of the Securities Act.
“Securities
Act” means the Securities Act of 1933, as amended from time to time, and the rules and regulations promulgated
thereunder from time to time in effect.
“Senior
Financial Officer” means the chief financial officer, principal accounting officer, treasurer or comptroller of
the Company.
“Series”
shall refer to any series of MRP Shares issued under this Agreement.
“Source”
is defined in Section 6.2.
“State
Sanctions List” means a list that is adopted by any state Governmental Authority within the United States
of America pertaining to Persons that engage in investment or other commercial activities in Iran or any other country that
is a target of economic sanctions imposed under Economic Sanctions Laws.
8
“Subsidiary”
means, as to any Person, any other Person in which such first Person or one or more of its Subsidiaries or such first Person and
one or more of its Subsidiaries owns sufficient equity or voting interests to enable it or them (as a group) ordinarily, in the
absence of contingencies, to elect a majority of the directors or trustees (or Persons performing similar functions) of such second
Person, and any partnership or joint venture if more than a 50% interest in the profits or capital thereof is owned by such first
Person or one or more of its Subsidiaries or such first Person and one or more of its Subsidiaries (unless such partnership or
joint venture can and does ordinarily take major business actions without the prior approval of such Person or one or more of its
Subsidiaries). Unless the context otherwise clearly requires, any reference to a “Subsidiary” is a reference to a Subsidiary
of the Company.
“Substitute
Purchaser” is defined in Section 21.
“Supplement”
is defined in Section 1.
“SVO”
means the Securities Valuation Office of the NAIC or any successor to such Office.
“Swap
Contract” means (a) any and all interest rate swap transactions, basis swap transactions, basis swaps,
credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts,
equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward foreign exchange
transactions, cap transactions, floor transactions, currency options, spot contracts or any other similar transactions or any
of the foregoing (including any options to enter into any of the foregoing), and (b) any and all transactions of any kind,
and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement
published by the International Swaps and Derivatives Association, Inc. or any International Foreign Exchange Master
Agreement.
“Swap
Termination Value” means, in respect of any one or more Swap Contracts, after taking into account the
effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date
such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination
value(s), and (b) for any date prior to the date referenced in clause (a), the amounts(s) determined as the mark-to-market
values(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations
provided by any recognized dealer in such Swap Contracts.
“Synthetic
Lease” means, at any time, any lease (including leases that may be terminated by the lessee at any time) of any
property (a) that is accounted for as an operating lease under GAAP and (b) in respect of which the lessee retains or obtains ownership
of the property so leased for U.S. federal income tax purposes, other than any such lease under which such Person is the lessor.
9
“Total
Assets” shall mean the aggregate amount of all assets of the Company determined in accordance with GAAP applicable
to the Company.
“2026
Note Purchase Agreement” means that certain Note Purchase Agreement among the Company and the purchasers set forth
in Schedule A thereto dated May 22, 2026.
“2026
Notes” means those certain $40,000,000 5.364% Series C Senior Unsecured Notes due July 8, 2030, issued pursuant
to the 2026 Note Purchase Agreement.
“United
States Person” has the meaning set forth in Section 7701(a)(30) of the Code.
“USA
PATRIOT Act” means United States Public Law 107-56, Uniting and Strengthening America by Providing Appropriate
Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT ACT) Act of 2001 and the rules and regulations promulgated thereunder
from time to time in effect.
“U.S.
Economic Sanctions Laws” means those laws, executive orders, enabling legislation or regulations administered
and enforced by the United States pursuant to which economic sanctions have been imposed on any Person, entity, organization, country
or regime, including the Trading with the Enemy Act, the International Emergency Economic Powers Act, the Iran Sanctions Act, the
Sudan Accountability and Divestment Act and any other OFAC Sanctions Program.
10
Schedule
4.4(a)
Form
of Opinion of Special Counsel for the Company
[Omitted]
Schedule
4.4(a)
(to Securities Purchase Agreement)
Schedule
4.4(b)
Form
of Opinion of Special Counsel for the Purchasers
[To Be Provided on a Case by
Case Basis]
Schedule
4.4(b)
(to Securities Purchase Agreement)
Schedule
5.3
Disclosure Materials
Cover Letter posted April 22, 2026
Investor Presentation posted April 2026
Private Placement Memorandum dated April
2026
Supporting Fund Documents including Bylaws, Declaration
of Trust, Prospectus and SAI dated 11/2024, Prospectus Supplement dated 4/2025, 2026 Financials Outlook, Post Effective Exhibit
Amendments dated 2/2026, Audit Committee Charter, Semi-Annual Reports dated 7/31/2024 and 7/31/2025, FINS Fact Sheet dated 3/31/2026,
Nominating and Governance Committee Charter and FINS Q4 2025 Update.
Schedule
5.3
(to Securities Purchase Agreement)
Schedule
5.5
Financial Statements
Quarterly financial statements
dated January 31, 2022, April 30, 2022, July 31, 2022, October 31, 2022, January 31, 2023, April 30, 2023, July 31, 2023,
October 31, 2023, January 31, 2024, April 30, 2024, July 31, 2024, October 31, 2024, January 31, 2025, July 31, 2025 and
October 31, 2025.
Schedule
5.5
(to Securities Purchase Agreement)
Schedule
5.15
Existing
Indebtedness
The Company’s registration statement provides
that it may not incur indebtedness (or other forms of leverage) in excess of 40% of the Company’s Managed Assets (at the
time of borrowing). This limit is lower than the statutory limit under the 1940 Act.
Repo:
Tenor
Notional
Borrowing
Cost
1M
87,300,000
48,459,000
4.81%
3M
26,937,000
14,893,000
5.13%
Long Term
22,026,000
12,163,000
5.14%
Total Repo Borrowing
136,263,000
75,515,000
4.93%
Senior Notes:
Tenor
Borrowing
Cost
5Y Fixed
40,000,000
2.35%
7Y Fixed
45,000,000
2.80%
Total Senior Notes Borrowing
85,000,000
2.59%
Schedule
5.15
(to Securities Purchase
Agreement)
Schedule
5.19
Shares
of Beneficial Interests
Common Shares
Common Shares as of May 4, 2026
33,416,851(authorized)
Preferred Shares
Additional Preferred Shares as of May 22, 2026
Series A
2,000,000 (authorized)
The Company has not established any liens on its capital stock
as of the date hereof.
Schedule
5.19
(to Securities Purchase Agreement)
Exhibit
1
Form
of Supplement
[Omitted]
Exhibit
1
(to Securities Purchase Agreement)
Exhibit
1
Form
of Series A Share Certificate
[omitted]
1-B-3
Exhibit
2
Form
of Certificate Representing Series A MRP Shares
[Omitted]
Exhibit
2
(to Securities Purchase Agreement)
Exhibit
13.1
Legend
THE MRP SHARES
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”) OR UNDER THE SECURITIES LAWS OF ANY STATE OR FOREIGN JURISDICTION AND MAY NOT BE TRANSFERRED OR
RESOLD UNLESS REGISTERED UNDER THE SECURITIES ACT AND ALL APPLICABLE STATE OR FOREIGN SECURITIES LAWS UNLESS AN EXEMPTION
FROM THE REQUIREMENT FOR SUCH REGISTRATION IS AVAILABLE.
Exhibit
13.1
(to Securities Purchase Agreement)
EX-99.1 — PRESS RELEASE DATED MAY 22, 2026
EX-99.1
Filename: ex99-1.htm · Sequence: 4
ANGEL OAK FINANCIAL STRATEGIES INCOME TERM TRUST 8-K
Exhibit 99.1
Angel Oak Financial Strategies Income Term Trust
Issues Mandatorily Redeemable Preferred Shares and New Notes and Sets Record Date and Date for Annual Meeting of Shareholders
ATLANTA – (May 22, 2026) Angel Oak Financial
Strategies Income Term Trust (NYSE – FINS) (the “Fund”) has closed a $50 million private offering of Series A Mandatorily
Redeemable Preferred Shares, due April 30, 2031 (the “MRPS”). The MRPS are rated A3 by Moody’s Investors Service, Inc.
Net proceeds from the offering of the MRPS will be
used primarily to refinance the Fund's existing debt and to make new portfolio investments.
In addition, the Fund has entered into a Notes Purchase
Agreement in connection with a private offering of $40 million of Series C Senior Notes, due July 8, 2030 (“Series C Notes”).
The Series C Notes are rated A1 by Moody’s Investors Service, Inc.
Net proceeds from the offering of the Series C Notes
will be used to redeem the Fund’s 2.35% Series A Senior Notes, which mature July 8, 2026, in accordance with their terms.
The table below summarizes certain key terms of the
Fund’s current leverage:
Amount ($MM)
Moody's Rating
Maturity
Repurchase Agreement Leverage
75.5
5.364% Series C Notes*
40
A1
July 8, 2030
2.80% Series B Senior Notes
45
A1
July 8, 2028
MRPS
50
A3
April 30, 2031
* Note the Series C Senior Note has a delayed draw and will replace the maturing Series A Senior Notes in July 2026.
Angel Oak Capital Advisors, LLC (“Angel Oak”),
the Fund’s investment adviser, anticipates that its strategic use of leverage will be beneficial to income generation due to the
positive interest-rate differential between the interest earned and the cost of leverage. Angel Oak further believes that the MRPS and
Series C Notes will allow the Fund to continue to seek to drive value for Fund shareholders and take advantage of current market conditions
for capital deployment.
Annual Meeting
The Fund’s Board of Trustees (the “Board”)
has called the annual meeting of Fund shareholders (the “Annual Shareholder Meeting”) to be held at 1:00 p.m. on September
25, 2026, at the offices of Angel Oak Capital Advisors, LLC, 980 Hammond Drive, Suite 200, Atlanta, Georgia 30328. The Fund has set the
record date for July 10, 2026.
Based on the terms of the Bylaws, for nominations or
other business to be properly brought before the Annual Shareholder Meeting, notice must be delivered not earlier than the 150th day prior
to the date of the Annual Shareholder Meeting and not later than the close of business on the later of the 120th day prior to the date
of the Annual Shareholder Meeting or the tenth day following the day on which public announcement of the date of such meeting is first
made. In addition, the deadline and requirements for shareholder proposals of business to be conducted at the 2026 annual meeting of the
shareholders of FINS must be made in compliance with the applicable securities laws.
At the Annual Shareholder Meeting, Fund shareholders
(holders of common shares and MRPS) will be asked to vote on the following proposals:
1.
To elect each of Keith M. Schappert and Andrea N. Mullins
as a Class II Trustee of the Fund;
2.
In the case of holders of the MRPS only, to elect Ira P. Cohen as a
Class III Trustee of the Fund;
3.
To approve an amendment to the Fund’s Declaration of Trust to
lower the threshold for the Shareholders to remove a Trustee for “Cause,” as defined in the Declaration of Trust, from
75% to 66.67% and lower the threshold for Trustees to remove a Trustee of the Fund for “Cause” from 75% to 66.67%;
4.
To approve adjournments of the Annual Meeting for the purpose of soliciting
additional proxies if there are not sufficient votes at the Annual Meeting to approve the proposals or establish quorum;
5.
To ratify the selection of Cohen & Company, Ltd. as the Fund’s
independent registered public accounting firm for the fiscal year ending January 31, 2027; and
6.
To approve the transacting of such other business as may properly come
before the Annual Shareholder Meeting.
About FINS
Led by Angel Oak’s experienced financial services
team, the Fund invests predominantly in U.S. financial sector debt as well as selective opportunities across financial sector preferred
and common equity. Under normal circumstances, at least 50% of the Fund’s portfolio is publicly rated investment grade or, if unrated,
judged to be of investment grade quality by Angel Oak.
ABOUT ANGEL OAK
Angel Oak is an investment management firm focused
on providing compelling fixed-income investment solutions to its clients. Backed by a value-driven approach, Angel Oak seeks to deliver
attractive, risk-adjusted returns through a combination of stable current income and price appreciation. Its experienced investment team
seeks the best opportunities in fixed income, with a specialization in mortgage-backed securities and other areas of structured credit.
Information regarding the Fund and Angel Oak can be
found at www.angeloakcapital.com.
Past performance is neither indicative nor a guarantee
of future results. Investors should carefully consider the Fund’s investment objective and policies, risk considerations, charges
and ongoing expenses of an investment before investing. For more information, please contact your investment representative or Destra
Capital Advisors LLC at 877.855.3434.
Contacts
Media:
Bernardo Soriano, Gregory for Angel Oak Capital Advisors
610-200-0570
bsoriano@gregoryagency.com
Company Contact:
Randy Chrisman, Chief Marketing & Corporate IR Officer, Angel Oak Capital Advisors
404-953-4969
randy.chrisman@angeloakcapital.com
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May 22, 2026
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