Exhibit 4(a)(3)
NEWSTAR FINANCIAL,
INC.
THIRD AMENDMENT TO
STOCKHOLDERS
AGREEMENT
THIS THIRD AMENDMENT (this “
Amendment ”), entered into as of December 12,
2006 to the STOCKHOLDERS AGREEMENT entered into as of June 18,
2004, by and among NEWSTAR FINANCIAL, INC. (f/k/a Novus Capital,
Inc.), a Delaware corporation (the “ Corporation
”) and the securityholders of the Corporation signatory
thereto, as amended by the First Amendment to the Stockholders
Agreement, dated August 22, 2005, and the Second Amendment to
the Stockholders Agreement, dated June 5, 2006 (collectively,
the “ Agreement ”). Capitalized terms used
herein without definition shall have the meanings assigned thereto
in the Agreement.
W I T N E S S E T H:
WHEREAS, the requisite parties to
the Agreement desire to amend the Agreement in accordance with
Section 7.03 thereof.
NOW THEREFORE, in consideration of
the mutual covenants and agreements of the parties hereto, and of
the mutual benefits to be gained by the performance thereof, and
for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties for
themselves, their heirs, executors, administrators, successors and
assigns, do hereby covenant and agree as follows:
Section 1 Amendment to
Section 5.01(a) . That certain reference to “twenty
percent (20%)” in Section 5.01(a) is hereby amended and
replaced with “fourteen percent (14%).”
Section 2. Miscellaneous
.
(a) Except as specifically amended
above, the Agreement is and shall continue to be in full force and
effect.
(b) This Amendment may be executed
in two or more counterparts, each of which shall serve as an
original of the party executing the same, but all of which shall
constitute but one and the same agreement.
(c) All headings set forth in this
Amendment are intended for convenience only and shall not control
or affect the meaning, construction or effect of this Amendment or
the Agreement or of any of the provisions hereof or
thereof.
(d) This Amendment shall be deemed
to be a contract governed by the laws of the
