Exhibit 10.15
TERMINATION OF DIRECTOR AGREEMENT
THIS TERMINATION OF DIRECTOR AGREEMENT (this “Termination Agreement”) is made and entered into as of June 6, 2023, 2023, by and among Beneficient Management, L.L.C. (“Ben Management”), The Beneficient Company Group, L.P. (“BCG”), Beneficient Management Counselors, L.L.C. (“Counselors”), Beneficient Holdings, Inc. (“BHI”) and Derek L. Fletcher (the “Director,” and together with Ben Management, BCG, Counselors and BHI, the “Parties” and each, a “Party”).
RECITAL
A. Director, Counselors and the other parties specified therein have entered into that certain letter agreement (the “Director Agreement”) dated July 21, 2020 setting forth the terms and conditions under which Director agreed to serve as (i) a director of Ben Management, which serves as the general partner of BCG and (ii) a trustee of The Beneficient Company Trust (the “Trust”), which is the sole member of Ben Management;
B. Effective September 21, 2022, (i) BCG, (ii) Avalon Acquisition, Inc., (iii) Beneficient Merger Sub I, Inc., a direct, wholly-owned subsidiary of BCG, and (iv) Beneficient Merger Sub II, LLC, a direct, wholly-owned subsidiary of BCG, entered into that certain Business Combination Agreement (as it may be amended from time to time, the “BCA”);
C. The BCA contemplates, among other things, that BCG will convert from a Delaware limited partnership to a Nevada corporation (the “Conversion”) to be named “Beneficient” (the “Corporation”) and that upon the consummation of the transactions contemplated by the BCA, it is anticipated that the Corporation will become a publicly-held company subject to the reporting obligations of Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) with shares of the Corporation’s Class A common stock, $0.001 par value per share (the “Class A Common Stock”) being registered pursuant to Section 12(b) of the Exchange Act and listed for trading on The NASDAQ Stock Market; and
D. It is contemplated that Director will be appointed as a director of the Corporation, and in connection therewith, the Parties desire to enter into this Termination Agreement setting forth the terms under which the Director Agreement will be terminated effective as of the effectiveness of the Conversion of BCG into the Corporation.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing premises and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledge, the Parties agree as follows:
1. Termination. Effective immediately upon the Conversion, and contingent upon the Conversion, the Director Agreement shall terminate; provided that (a) Director shall continue to serve as a trustee of the Trust until his successor is elected or appointed or qualified or until his earlier resignation or removal, and (b) Director’s employment by The Beneficient Company Group (USA), L.L.C. shall not be effected by the termination of Director’s position as a director of Ben Management.
