Exhibit 10.1

Execution Version

STOCKHOLDERS’ AGREEMENT

This Stockholders’ Agreement (this “Agreement”) is made as of November 17, 2020, by and among:

(i) GCM Grosvenor Inc., a Delaware corporation (the “Company”);

(ii) Grosvenor Holdings, L.L.C., an Illinois limited liability company (“GCM Holdings”), GCM Grosvenor Management, LLC, a Delaware limited liability company, and Grosvenor Holdings II, LLC, a Delaware limited liability company (collectively, the “GCM Equityholders”); and

(iii) GCM V, LLC, a Delaware limited liability company (“GCM V” and, together with the GCM Equityholders, each a “Voting Party” and collectively the “Voting Parties”).

RECITALS

WHEREAS, the Company has entered into that certain Transaction Agreement, dated as of August 2, 2020 (as it may be amended or supplemented from time to time, the “Transaction Agreement”), by and among the Company, CF Finance Acquisition Corp., a Delaware corporation and predecessor to the Company (“CFFA”), CF Finance Holdings LLC, a Delaware limited liability company, CF Finance Intermediate Acquisition, LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of CFFA, GCMH GP, L.L.C., a Delaware limited liability company, Grosvenor Capital Management Holdings, LLLP, a Delaware limited liability limited partnership (“GCM LLLP”) and GCM V, pursuant to which the parties thereto have agreed to consummate the Transactions (as defined in the Transaction Agreement);

WHEREAS, pursuant to the Transaction Agreement, CFFA merged with and into the Company, with CFFA ceasing to exist as a separate corporation and the Company surviving the merger as the surviving corporation;

WHEREAS, in connection with the Transaction, the Company and the Voting Parties are party to a Registration Rights Agreement, dated as of the date hereof (as it may be amended, supplemented, restated and/or modified from time to time, the “Registration Rights Agreement”);

WHEREAS, in connection with the Transaction, the Voting Parties have agreed to execute and deliver this Agreement;

WHEREAS, as of immediately following the closing of the Transaction (the “Closing”) each of the Voting Parties Beneficially Owns (as defined below) the respective number of shares of Class A common stock, par value $0.0001 per share (the “Class A Common Stock”) and Class C common stock, par value $0.0001 per share (the “Class C Common Stock” and together with the Class A Common Stock, the “Common Stock”), of the Company, set forth on Annex A hereto;

WHEREAS, the Voting Parties in the aggregate Beneficially Own (as defined below) shares of Common Stock representing more than fifty percent (50%) of the outstanding voting power of the Company;

WHEREAS, the number of shares of Common Stock Beneficially Owned by each Voting Party may change from time to time, in accordance with the terms of (x) the Amended and Restated Certificate of Incorporation of the Company, as it may be amended, supplemented and/or restated from time to time (the “Charter”), (y) the by-laws of the Company and (z) the Registration Rights Agreement, which changes shall be reported by each Voting Party in accordance with the applicable provisions of the Securities Exchange Act of 1934, as amended (the “Exchange Act”);

WHEREAS, each of the Voting Parties believes that it is in their respective best interests to qualify the Company as a “controlled company” under the listing standards of Nasdaq; and

WHEREAS, the parties hereto desire to maintain a group and to enter into this Agreement to provide for voting agreements pursuant to which all of the Voting Parties’ shares of Common Stock will be voted together with respect to elections of the Company’s Board of Directors (the “Board”).

NOW THEREFORE, in consideration of the foregoing and of the promises and covenants contained herein, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

AGREEMENT

1. Definitions. Capitalized terms used herein but not defined in this Agreement shall have the meanings ascribed to them in the Transaction Agreement. In addition to the terms defined elsewhere in this Agreement, the following terms shall have the meanings indicated when used in this Agreement with initial capital letters:

“Affiliate” shall have the meaning ascribed to such term in Rule 12b-2 of the General Rules and Regulations under the Exchange Act.

“Class C Aggregate Voting Amount” means the number of votes equal to (x) 75% of the total voting power of the outstanding voting stock of the Company (including, solely for this purpose, any shares of the Company’s voting stock issuable in connection with the exercise (assuming, solely for this purpose, full exercise and not net exercise) of all outstanding options, warrants, exchange rights, conversion rights or similar rights to receive voting stock of the Company, in each case owned or controlled, directly or indirectly, by the Key Holders (as defined in the Charter), but excluding the number of shares of Class A Common Stock issuable in connection with the exchange of Common Units (as defined in the A&R LLLPA), as a result of any Redemption or Direct Exchange pursuant to the applicable provisions of Article X of the A&R LLLPA (such number of shares, the “Includible Shares”)), minus (y) the total voting power of the outstanding voting stock of the Company (other than Class C Common Stock) owned or controlled, directly or indirectly, by the Key Holders (including, solely for this purpose, the Includible Shares).

“Closing Date” shall have the meaning given in the Transaction Agreement.

“Lock-up Period” shall mean the period beginning on the Closing Date and ending on the date that is the third (3^rd) anniversary of the Closing Date.

“Lock-up Shares” shall mean (i) the shares of Common Stock received by the Voting Parties in connection with the Transactions on the Closing Date, (ii) any shares of Common Stock received after the Closing Date by any Voting Party pursuant to a Direct Exchange or Redemption (each as defined in the A&R LLLPA) of the Common Units held as of the Closing Date, and (iii) the Surviving Corporation Private Placement Warrants held as of the Closing Date and any shares of Common Stock issued to Voting Parties upon exercise of any such warrants.

“Minimum Controlled Shares” means (i) a number of shares of Class A Common Stock equal to fifty percent (50%) of the shares of Class A Common Stock that would be Lock-up Shares subject to the Lock-up (but, for the avoidance of doubt, after giving effect to Section 8(c)) and (ii) a number of shares of Class C Common Stock equal to fifty percent (50%) of the shares of Class C Common Stock subject to the Lock-up (but, for the avoidance of doubt, after giving effect to Section 8(c)).

“Necessary Action” means, with respect to any party and a specified result, all actions (to the extent such actions are not prohibited by applicable law, within such party’s control and do not directly conflict with any rights expressly granted to such party in this Agreement, the Transaction Agreement, the Registration Rights Agreement, the Charter or the by-laws of the Company) reasonably necessary and desirable within his, her or its control to cause such result, including, without limitation (i) calling special meetings of the Board and the stockholders of the Company, (ii) voting or providing a proxy with respect to the Voting Shares beneficially owned by such party, (iii) voting in favor of the adoption of stockholders’ resolutions and amendments to the Charter or by-laws of the Company, including executing written consents in lieu of meetings, (iv) requesting members of the Board (to the extent such members were elected, nominated or designated by the party obligated to undertake such action) to act (subject to any applicable fiduciary duties) in a certain manner or causing them to be removed in the event they do not act in such a manner and (v) making, or causing to be made, with governmental, administrative or regulatory authorities, all filings, registrations or similar actions that are required to achieve such a result.

“Permitted Transferees” shall mean any person or entity to whom a Voting Party is permitted to Transfer Lock-up Shares prior to the expiration of the Lock-up Period in accordance with the terms hereof .

“Sunset Date” means the date the GCM Equityholders Beneficially Own a number of shares of Class A Common Stock representing less than twenty percent (20%) of the number of shares of Class A Common Stock Beneficially Owned by the GCM Equityholders immediately following the Closing Date (assuming, for this purpose, that all outstanding Grosvenor Common Units (as defined in the Transaction Agreement) are and were exchanged at the applicable times of measurement by the GCM Equityholders for shares of Class A Common Stock in accordance with the A&R LLLPA and without regard to the Lock-Up or any other restriction on exchange).

“Transfer” means the (a) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Exchange Act with respect to, any security, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b).

2. Agreement to Vote. During the term of this Agreement, each Voting Party shall vote or cause to be voted all securities of the Company that may be voted in the election of the Company’s directors registered in the name of, or beneficially owned (as such term is defined in Rule 13d-3 under the Exchange Act, including by the exercise or conversion of any security exercisable or convertible for shares of Common Stock, but excluding shares of stock underlying unexercised options or warrants) (“Beneficially Owned” or “Beneficial Ownership”) by such Voting Party, including any and all securities of the Company acquired and held in such capacity subsequent to the date hereof (hereinafter referred to as the “Voting Shares”), in accordance with the provisions of this Agreement, including, without limitation, voting or causing to be voted all Voting Shares Beneficially Owned by such Voting Party so that the Board is comprised of the Persons designated pursuant to Subsection 3(a). Except as explicitly provided in this Agreement, each Voting Party is free to vote or cause to be voted all Voting Shares Beneficially Owned by such Voting Party. For the avoidance of doubt, nothing in this Section 2 shall require a Voting Party to exercise or convert any security exercisable or convertible for voting securities of the Company.

3. Board of Directors.

a. Board Representation. Subject to the terms and conditions of this Agreement, from the date of this Agreement, the Company and each Voting Party shall take all Necessary Action to cause, effective immediately following the Closing Date, the Board to be comprised of seven (7) directors or such other number of directors as GCM V determines, all of which (the “GCM Designees” and each a “GCM Designee”) have been initially designated as set forth on Exhibit 3(a) hereto and shall thereafter be designated by GCM V; provided, that three (3) GCM Designees must qualify in the determination of the Board as an “independent director” under stock exchange regulations applicable to the Company and one (1) GCM Designee must qualify as an “audit committee financial expert” within the meaning of U.S. Securities and Exchange Commission Regulation S-K; provided, further, that from the date of this Agreement until the Sunset Date, the Company shall, and the Voting Parties shall take all Necessary Action to, include the GCM Designees in the slate of nominees recommended by the Board for election as directors at each applicable annual or special meeting of the stockholders of the Company, including at every adjournment or postponement thereof, at which directors are to be elected. Michael J. Sacks shall be the individual serving as the initial Chairperson of the Board.

b. Sunset on GCM Designees. After the Sunset Date, the selection of directors shall be conducted in accordance with applicable law and with the Charter, by-laws of the Company, and the other corporate governance documents of the Company.

c. Resignation; Removal; Vacancies.

i. Any GCM Designee may resign at any time upon written notice to the Board.

ii. (A) GCM V shall have the exclusive right to remove one or more of the GCM Designees from the Board, and the Company and the Voting Parties shall take all Necessary Action to cause the removal of any such GCM Designee(s) at the written request of GCM V and (B) GCM V shall have the exclusive right, in accordance with Subsection 3(a), to designate directors for election to the Board to fill vacancies created by reason of death, removal or resignation of the GCM Designees, and the Company and the Voting Parties shall take all Necessary Action to cause any such vacancies to be filled by replacement GCM Designees as promptly as reasonably practicable.

d. Voting. Each of the Company and the Voting Parties agree not to take, directly or indirectly, any actions (including removing directors in a manner inconsistent with this Agreement) that would knowingly frustrate, obstruct or otherwise affect the provisions of this Agreement and the intention of the parties hereto with respect to the composition of the Board as herein stated. Each Voting Party, to the extent not prohibited by the Charter, shall vote all Voting Shares held by such Voting Party in such manner as may be necessary to elect and/or maintain in office as members of the Board those individuals designated in accordance with this Section 3 and to otherwise effect the intent of the provisions of this Agreement. Each Voting Party further agrees until the Sunset Date (i) to take all Necessary Action reasonably available within their power, including casting all votes to which such Voting Party is entitled in respect of its Voting Shares, whether at any annual or special meeting, by written consent or otherwise, so as to vote its Voting Shares on all matters submitted to the stockholders of the Company in accordance with the recommendation of the Board and (ii) not to grant, or enter into a binding agreement with respect to, any proxy to any Person in respect of such party’s equity securities of the Company that would prohibit such party from casting such votes in accordance with clause (i).

4. Required Approvals.

a. From the Sunset Date until the date on which the Voting Parties collectively Beneficially Own shares of Common Stock representing less than ten percent (10%) of the outstanding voting power of the Company, in addition to any vote or consent of the Board or the stockholders of the Company required by applicable law, the Charter or by-laws of the Company, the Board may not approve, or cause the Company or any of its Subsidiaries to approve, and neither the Company nor any of its Subsidiaries may take, any action set forth on Exhibit 4(a) (whether directly or indirectly by amendment, merger, recapitalization, consolidation or otherwise), other than as explicitly contemplated by this Agreement, the Transaction Agreement or the Registration Rights Agreement, without the prior written consent of GCM V.

b. From the date on which the Voting Parties collectively Beneficially Own shares of Common Stock representing less than ten percent (10%) of the outstanding voting power of the Company until the date on which the Voting Parties collectively Beneficially Own shares of Common Stock representing less than five percent (5%) of the outstanding voting power of the Company, in addition to any vote or consent of the Board or the stockholders of the Company required by applicable law, the Charter or by-laws of the Company, the Board may not approve, or cause the Company or any of its Subsidiaries to approve, and neither the Company nor any of its Subsidiaries may take, any action set forth on Exhibit 4(b) (whether directly or indirectly by amendment, merger, recapitalization, consolidation or otherwise), other than as explicitly contemplated by this Agreement, the Transaction Agreement or the Registration Rights Agreement, without the prior written consent of GCM V.

5. Controlled Company. 

a. The Voting Parties agree and acknowledge that:

i. by virtue of this Agreement, from and after the date hereof, they are acting as a “group” within the meaning of Section 13(d)(3) of the Exchange Act for the purpose of causing the Company to continue to qualify as a “controlled company” under Nasdaq Listing Rule 5615(c); and

ii. by virtue of the combined voting power of the Voting Parties of more than fifty percent (50%) of the total voting power of the shares of capital stock of the Company outstanding as of the date hereof, the Company will, as of the date hereof, qualify as a “controlled company” within the meaning of Nasdaq Listing Rule 5615(c).

b. From and after the date hereof, the Company agrees and acknowledges that, unless otherwise agreed by GCM V, it shall elect, to the extent permitted under the Nasdaq Listing Rules, to be treated as a “controlled company” within the meaning of Nasdaq Listing Rule 5615(c).

6. Representations and Warranties of each Voting Party. Each Voting Party on its own behalf hereby represents and warrants to the Company and the other Voting Party, severally and not jointly, with respect to such Voting Party and such Voting Party’s ownership of his, her or its Voting Shares set forth on Annex A, as of the date of this Agreement, as follows:

a. Organization; Authority. If Voting Party is a legal entity, Voting Party (i) is duly incorporated or organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization and (ii) has all requisite power and authority to enter into this Agreement and to perform its obligations hereunder. If Voting Party is a natural person, Voting Party has the legal capacity to enter into this Agreement and perform his or her obligations hereunder. If Voting Party is a legal entity, this Agreement has been duly authorized, executed and delivered by Voting Party. This Agreement constitutes a valid and binding obligation of Voting Party enforceable in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law).

b. No Consent.  Except as provided in this Agreement and for filing requirements under applicable securities laws, no consent, approval or authorization of, or designation, declaration or filing with, any Governmental Authority or other Person on the part of Voting Party is required in connection with the execution, delivery and performance of this Agreement, except where the failure to obtain such consents, approvals, authorizations or to make such designations, declarations or filings would not materially interfere with a Voting Party’s ability to perform his, her or its obligations pursuant to this Agreement. If Voting Party is a natural person, no consent of such Voting Party’s spouse is necessary under any “community property” or other laws for the execution and delivery of this Agreement or the performance of Voting Party’s obligations hereunder. If Voting Party is a trust, no consent of any beneficiary is required for the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby.

c. No Conflicts; Litigation. Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby, nor compliance with the terms hereof, will (A) if such Voting Party is a legal entity, conflict with or violate any provision of the organizational documents of Voting Party, or (B) violate, conflict with or result in a breach of, or constitute a default (with or without notice or lapse of time or both) under any provision of, any trust agreement, loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license, judgment, order, notice, decree, statute, law, ordinance, rule or regulation applicable to Voting Party or to Voting Party’s property or assets, except, in the case of clause (B), that would not reasonably be expected to impair, individually or in the aggregate, Voting Party’s ability to fulfill its obligations under this Agreement. As of the date of this Agreement, there is no Action pending or, to the knowledge of a Voting Party, threatened, against such Voting Party or any of Voting Party’s Affiliates or any of their respective assets or properties that would materially interfere with such Voting Party’s ability to perform his, her or its obligations pursuant to this Agreement or that would reasonably be expected to prevent, enjoin, alter or delay any of the transactions contemplated by this Agreement.

d. Ownership of Shares.  Voting Party Beneficially Owns his, her or its Voting Shares free and clear of all Encumbrances. Except pursuant to this Agreement, the Transaction Agreement and the Registration Rights Agreement, there are no options, warrants or other rights, agreements, arrangements or commitments of any character to which Voting Party is a party relating to the pledge, acquisition, disposition, Transfer or voting of Voting Shares and there are no voting trusts or voting agreements with respect to the Voting Shares. Voting Party does not Beneficially Own (i) any shares of capital stock of the Company other than the Voting Shares set forth on Annex A and (ii) any options, warrants or other rights to acquire any additional shares of capital stock of the Company or any security exercisable for or convertible into shares of capital stock of the Company, other than as set forth on Annex A (collectively, “Options”).

7. Covenants of the Company.

a. The Company shall: (i) take any and all action reasonably necessary to effect the provisions of this Agreement and the intention of the parties with respect to the terms of this Agreement and (ii) not take any action that would reasonably be expected to adversely frustrate, obstruct or otherwise affect the rights of the Voting Parties under this Agreement without the prior written consent of GCM V.

b. The Company shall (i) purchase and maintain in effect at all times directors’ and officers’ liability insurance in an amount and pursuant to terms determined by the Board to be reasonable and customary, (ii) for long as any GCM Designee nominated pursuant to this Agreement services as a director on the Board, maintain such coverage with respect to such GCM Designee, and (iii) cause the Charter and by-laws of the Company (each as may be further amended, modified and/or supplemented) to at all times provide for the indemnification, exculpation and advancement of expenses of all directors of the Company to the fullest extent permitted under applicable law; provided, that upon removal or resignation of any GCM Designee for any reason, the Company shall take all actions reasonable necessary to extend such directors’ and officers’ liability insurance coverage for a period of not less than six (6) years from any such event in respect of any act or omission occurring at or prior to such event.

c. The Company shall cause GCM LLLP to pay all reasonable out-of-pocket expenses incurred by the GCM Designees in connection with the performance of his or her duties as a director/observer and in connection with his or her attendance at any meeting of the Board. The Company shall enter into customary indemnification agreements with each GCM Designee and officer of the Company from time to time.

8. Lock-up.

a. Subject to Sections 8(b) and 8(c), each Voting Party agrees that it, he or she shall not Transfer any Lock-up Shares until the end of the Lock-up Period (the “Lock-up”).

b. Notwithstanding the provisions set forth in Section 8(a), any Voting Party or its Permitted Transferees may Transfer the Lock-up Shares during the Lock-up Period (a) to (i) the Company’s officers or directors, (ii) any affiliates or family members of the Company’s officers or directors or (iii) any direct or indirect partners, members or equity holders of the GCM Equityholders, any affiliates of the GCM Equityholders or any related investment funds or vehicles controlled or managed by such persons or their respective affiliates; (b) in the case of an individual, by gift to a member of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family or an affiliate of such person; (c) by gift to a charitable organization; (d) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (e) in the case of an individual, pursuant to a qualified domestic relations order; (f) in connection with any bona fide mortgage, encumbrance or pledge to a financial institution in connection with any bona fide loan or debt transaction or enforcement thereunder; (g) to the Company; or (h) in connection with a liquidation, merger, stock exchange, reorganization, tender offer approved by the Board or a duly authorized committee thereof or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares Common Stock for cash, securities or other property subsequent to the Closing Date; provided, however, that in the case of clauses (a) through (e) these permitted transferees must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Section 8; and provided, further, that with respect to the foregoing clauses (a) through (g), no such Transfer shall be permitted under this Section 8(b) if it would result in the managing member of Holdings and GCM V, directly or indirectly, owning, holding or otherwise having Control (as defined in the A&R LLLPA) over a number of shares of Common Stock that is less than the Minimum Controlled Shares.

c. Notwithstanding the provisions set forth in Section 8(a), in addition to any Transfer permitted pursuant to Section 8(b):

i. Each of the GCM Equityholders, together with their respective Permitted Transferees, may Transfer Lock-up Shares during the Lock-up Period in a cumulative aggregate amount of shares of Common Stock representing up to: (x) one-third (1/3) of the number of Lock-up Shares Beneficially Owned by such GCM Equityholder as of immediately following the Closing during the period beginning on the first (1^st) anniversary of the Closing Date and ending on the second (2^nd) anniversary of the Closing Date and (y) an additional one-third (1/3) of the number of Lock-up Shares Beneficially Owned by such GCM Equityholder as of immediately following the Closing during the period beginning on the second (2^nd) anniversary of the Closing and ending upon the expiration of the Lock-up Period.

ii. For purposes of this Section 8(c), any shares of Common Stock issued to any GCM Equityholder upon exercise of any of such GCM Equityholder’s warrants to purchase Common Stock of the Company shall be deemed to be Voting Shares Beneficially Owned by such GCM Equityholder as of the Closing and such exercise shall not be deemed a Transfer for purposes of this Section 8. Notwithstanding anything contained herein to the contrary, any Transfer of Lock-up Shares pursuant to a Direct Exchange or Redemption (each as defined in the A&R LLLPA) followed by the sale of such Lock-up Shares to a third party shall count as a single Transfer for purposes of calculating the cumulative aggregate amount of Common Stock Transferred pursuant to this Section 8(c). Notwithstanding anything contained herein to the contrary, the retirement of shares of Class C Common Stock pursuant to Section 6.3 of the Charter shall not be deemed a Transfer for purposes of this Section 8.

d. Notwithstanding anything contained herein to the contrary, the Lock-up Period shall expire, and each GCM Equityholder, together with its Permitted Transferees, shall be entitled to Transfer all of the Lock-up Shares, immediately upon the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of Common Stock of the Company for cash, securities or other property.

9. No Other Voting Trusts or Other Arrangement.  Each Voting Party shall not, and shall not permit any entity under such Voting Party’s control to (i) deposit any Voting Shares or any interest in any Voting Shares in a voting trust, voting agreement or similar agreement, (ii) grant any proxies, consent or power of attorney or other authorization or consent with respect to any of the Voting Shares or (iii) subject any of the Voting Shares to any arrangement with respect to the voting of the Voting Shares, in each case, that conflicts with or prevents the implementation of this Agreement.

10. Additional Shares.  Each Voting Party agrees that all securities of the Company that may vote in the election of the Company’s directors that such Voting Party purchases, acquires the right to vote or otherwise acquires Beneficial Ownership of (including by the exercise or conversion of any security exercisable or convertible for shares of Common Stock) after the execution of this Agreement shall be subject to the terms of this Agreement and shall constitute Voting Shares for all purposes of this Agreement.

11. No Agreement as Director or Officer.  Voting Party is signing this Agreement solely in his, her or its capacity as a stockholder of the Company. No Voting Party makes any agreement or understanding in this Agreement in such Voting Party’s capacity as a director or officer of the Company or any of its Subsidiaries (if Voting Party holds such office). Nothing in this Agreement will limit or affect any actions or omissions taken by a Voting Party in his, her or its capacity as a director or officer of the Company, and no actions or omissions taken in such Voting Party’s capacity as a director or officer shall be deemed a breach of this Agreement. Nothing in this Agreement will be construed to prohibit, limit or restrict a Voting Party from exercising his or her fiduciary duties as an officer or director to the Company or its stockholders.

12. Specific Enforcement. It is agreed and understood that monetary damages would not adequately compensate an injured party for the breach of this Agreement by any party hereto and, accordingly, that this Agreement shall be specifically enforceable, in addition to any other remedy to which such injured party is entitled at law or in equity, and that any breach of this Agreement shall be the proper subject of a temporary or permanent injunction or restraining order. Further, each party hereto waives any claim or defense that there is an adequate remedy at law for such breach or threatened breach or an award of specific performance is not an appropriate remedy for any reason at law or equity and agrees that a party’s rights would be materially and adversely affected if the obligations of the other parties under this Agreement were not carried out in accordance with the terms and conditions hereof. Each party further agrees that no party shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtain any remedy referred to in this Section 12, and each party irrevocably waives any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument.

13. Termination. Following the Closing, (a) Sections 2, 3, and 7 of this Agreement shall terminate automatically (without any action by any party hereto) on the first date on which no Voting Party has the right to designate a director to the Board under this Agreement; provided, that the provisions in Section 7(b) shall survive such termination; (b) Section 5 of this Agreement shall terminate automatically (without any action by any party hereto) on the first date on which the combined voting power of the Voting Parties no longer exceeds fifty percent (50%) of the total voting power of the Company then outstanding, (c) Sections 4(a) and (b) of this Agreement shall terminate automatically on the first date on which the consent rights therein are not exercisable, (d) the remainder of this Agreement shall terminate automatically (without any action by any party hereto) as to each Voting Party when such Voting Party ceases to Beneficially Own any Voting Shares and (e) this Agreement may be terminated in its entirety by GCM V upon written notice to the other parties hereto.

14. Amendments and Waivers.  Any provision of this Agreement may be amended or waived if, but only if, such amendment or waiver is in writing and is signed by the Company and GCM V. No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

15. Stock Splits, Stock Dividends, etc. In the event of any stock split, stock dividend, recapitalization, reorganization or the like, any securities issued with respect to Voting Shares held by Voting Parties shall become Voting Shares for purposes of this Agreement (and any securities issued with respect to Lock-up Shares held by Voting Parties shall become Lock-up Shares for purposes of this Agreement). During the term of this Agreement, all dividends and distributions payable in cash with respect to the Voting Shares shall be paid, as applicable, to each of the undersigned Voting Parties and all dividends and distributions payable in Common Stock or other equity or securities convertible into equity with respect to the Voting Shares shall be paid, as applicable, to each of the undersigned Voting Parties, but all dividends and distributions payable in Common Stock or other equity or securities convertible into equity shall become Voting Shares (and all dividends and distributions on Lock-Up Shares payable in Common Stock or other equity or securities convertible into equity shall become Lock-Up Shares) for purposes of this Agreement.

16. Assignment. 

a. Neither this Agreement nor any of the rights, duties, interests or obligations of the Company hereunder shall be assigned or delegated by the Company in whole or in part.

b. Prior to the expiration of the Lock-up Period, no Voting Party may assign or delegate such Voting Party’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Voting Shares by such Voting Party to a Permitted Transferee in accordance with the terms of the Registration Rights Agreement and this Section 16; provided, that the rights hereunder that are personal to the Voting Parties may not be assigned or delegated in whole or in part, except that (i) the GCM Equityholders shall be permitted to transfer rights hereunder as the GCM Equityholders to one or more Affiliates or any direct or indirect partners, members or equity holders of the GCM Equityholders (each, a “GCM Transferee”), (ii) GCM V shall be permitted to transfer its rights hereunder as GCM V to GCM Holdings (an “GCM V Transferee”) and (iii) the GCM Equityholders shall be permitted to designate any GCM Transferee as a “GCM Equityholder”, GCM Holdings shall be permitted to designate any GCM Transferee as “GCM Holdings” and GCM V shall be permitted to designate any GCM V Transferee as “GCM V”, in each case, for purposes of this Agreement as if such Transferee were an initial signatory hereto.

c. This Agreement and the provisions hereof shall, subject to Section 16(b), inure to the benefit of, shall be enforceable by and shall be binding upon the respective assigns and successors in interest of the Voting Parties, including with respect to any of such Voting Party’s Voting Shares that are transferred to a Permitted Transferee in accordance with the terms of this Agreement and the Registration Rights Agreement.

d. No assignment in accordance with this Section 16 by any party hereto (including pursuant to a transfer of any Voting Party’s Voting Shares) of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company or any other party hereto unless and until each of the other parties hereto shall have received (i) written notice of such assignment as provided in Section 23 and (ii) the executed written agreement of the assignee, in a form reasonably satisfactory to each of the other parties hereto, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement) as fully as if it were an initial signatory hereto. Each Voting Party shall not permit the transfer of any such Voting Party’s Voting Shares to a Permitted Transferee unless and until the person to whom such securities are to be transferred has executed a written agreement as provided in clause (ii) of the preceding sentence.

e. Any transfer or assignment made other than as provided in this Section 16 shall be null and void.

f. Notwithstanding anything herein to the contrary, for purposes of determining the number of shares of capital stock of the Company held by the Voting Parties, the aggregate number of shares so held by the Voting Parties shall include any shares of capital stock of the Company transferred or assigned to a Permitted Transferee in accordance with the provisions of this Section 16; provided, that any such Permitted Transferee has executed a written agreement agreeing to be bound by the terms and provisions of this Agreement as contemplated by Section 16(d) above, including agreeing to vote or cause to be voted the Voting Shares Beneficially Owned by such Permitted Transferee as required of a Voting Party hereunder.

17. Other Rights.  Except as provided by this Agreement, each Voting Party shall retain the full rights of a holder of shares of capital stock of the Company with respect to the Voting Shares, including the right to vote the Voting Shares subject to this Agreement.

18. Severability. In the event that any provision of this Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

19. Governing Law. This Agreement, the rights and duties of the parties hereto, any disputes (whether in contract, tort or statute), and the legal relations between the parties arising hereunder shall be governed by and interpreted and enforced in accordance with the laws of the State of Delaware without reference to its conflicts of laws provisions.

20. Jurisdiction.  Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement shall be brought against any of the parties in the United States District Court for the District of Delaware or any Delaware state court located in Wilmington, Delaware, and each of the parties hereby consents to the exclusive jurisdiction of such court (and of the appropriate appellate courts) in any such suit, action or proceeding and waives any objection to venue laid therein. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court.

21. WAIVER OF JURY TRIAL.  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT.

22. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

23. Notices.  Any notices provided pursuant to this Agreement shall be in writing and given by (i) deposit in the United States mail, addressed to the party to be notified, postage prepaid and registered or certified with return receipt requested, (ii) delivery in person or by courier service providing evidence of delivery, or (iii) transmission by electronic mail.  Notices provided pursuant to this Agreement shall be provided, (x) if to the Company, in accordance with the terms of the Transaction Agreement, (y) if to any other party hereto, to the address or email address, as applicable, of such party set forth on Annex A hereto, or (z) to any other address or email address, as a party designates in writing to the other parties in accordance with this Section 23.

24. Entire Agreement. This Agreement constitutes the full and entire understanding and agreement among the parties, and supersedes any prior agreement or understanding among the parties, with regard to the subject matter hereof, and no party shall be liable or bound to any other party in any manner by any warranties, representations or covenants except as specifically set forth herein.

[Remainder of page intentionally left blank; signature pages follow]

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date first above written.

[Signature Page to Stockholders’ Agreement] 

[Signature Page to Stockholders’ Agreement] 

Exhibit 4(a)

List of Matters for Required Approvals

Exhibit 4(b)

List of Matters for Required Approvals

17

Exhibit 10.2

Execution Version

AMENDED AND RESTATED 

REGISTRATION RIGHTS AGREEMENT

THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 17, 2020, is made and entered into by and among:

(i) GCM Grosvenor Inc., a Delaware corporation (the “Company”);

(ii) CF Finance Holdings LLC, a Delaware limited liability company (the “Sponsor”);

(iii) Grosvenor Holdings, L.L.C., a Delaware limited liability company, GCM Grosvenor Management, LLC, a Delaware limited liability company, and Grosvenor Holdings II, L.L.C., a Delaware limited liability company (collectively, the “GCM Equityholders”); and

(iv) the PIPE Investors (as defined below) (each such party, together with the Sponsor, the GCM Equityholders and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).

RECITALS

WHEREAS, CF Finance Acquisition Corp., a Delaware corporation and predecessor to the Company (“CFFA”), and the Sponsor are party to that certain Registration Rights Agreement, dated as of December 12, 2018 (the “Original RRA”);

WHEREAS, the Company has entered into that certain Transaction Agreement, dated as of August 2, 2020 (as it may be amended or supplemented from time to time, the “Transaction Agreement”), by and among the Company, CFFA, Grosvenor Capital Management Holdings, LLLP, a Delaware limited liability limited partnership (“GCM LLLP”), the GCM Equityholders, CF Finance Intermediate Acquisition, LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of the Company, GCM V, LLC, a Delaware limited liability company, GCMH GP, L.L.C., a Delaware limited liability company, and the Sponsor, pursuant to which the parties thereto have agreed to consummate the Transactions (as defined in the Transaction Agreement);

WHEREAS, pursuant to the Transaction Agreement, CFFA merged with and into the Company, with CFFA ceasing to exist as a separate corporation and the Company surviving the merger as the surviving corporation;

WHEREAS, pursuant to the amended and restated its certificate of incorporation of the Company (such amended and restated certificate of incorporation, as the same may be amended, restated, amended and restated, supplemented or otherwise modified form time, the “Company Certificate of Incorporation”), the Company is authorized to issue the following classes of stock: (A) Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”), (B) Class B Common Stock, par value $0.0001 per share, (C) Class C Common Stock, par value $0.0001 per share, and (D) Preferred Stock, par value $0.0001 per share;

WHEREAS, following the consummation of the Transactions, GCM LLLP has provided the GCM Equityholders with a redemption right pursuant to which the GCM Equityholders may redeem their common units in GCM LLLP (the “Common Units”) for cash or, at the Company’s option, exchange Common Units for an equal number of shares of Class A Common Stock upon the terms and subject to the conditions set forth in the GCM LLLP Partnership Agreement and the Company Certificate of Incorporation;

WHEREAS, on the date hereof, the PIPE Investors purchased an aggregate of 19,500,000 shares of Class A Common Stock in transactions exempt from registration under the Securities Act (the “PIPE Shares”); and

WHEREAS, in connection with the consummation of the transactions described above, the Company (as successor to CFFA) and the Sponsor desire to amend and restate the Original RRA in its entirety as set forth herein, and the Company and the Holders desire to enter into this Agreement, pursuant to which the Company shall grant the Holders certain registration rights with respect to the Registrable Securities (as defined below) on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the representations, covenants and agreements contained herein, and certain other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

Article I
DEFINITIONS

1.1 Definitions. The terms defined in this Article I shall, for all purposes of this Agreement, have the respective meanings set forth below:

“Adverse Disclosure” shall mean any public disclosure of material non-public information, which disclosure, in the good faith judgment of the Chief Executive Officer of the Company or the Board, after consultation with counsel to the Company, (i) would be required to be made in any Registration Statement or Prospectus in order for the applicable Registration Statement or Prospectus not to contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein (in the case of any prospectus and any preliminary prospectus, in the light of the circumstances under which they were made) not misleading, (ii) would not be required to be made at such time if the Registration Statement were not being filed, declared effective or used, as the case may be, and (iii) the Company has a bona fide business purpose for not making such information public.

“Action” means any claim, action, suit, audit, examination, assessment, arbitration, mediation or inquiry, or any proceeding or investigation, by or before any Governmental Authority.

“Agreement” shall have the meaning given in the Preamble hereto.

“Board” means the board of directors of the Company.

“Block Trade” shall have the meaning given in Section 2.4.1.

“Class A Common Stock” shall have the meaning given in the Recitals hereto.

“Closing” shall have the meaning given in the Transaction Agreement.

“Closing Date” shall have the meaning given in the Transaction Agreement.

“Commission” shall mean the Securities and Exchange Commission.

“Common Units” shall have the meaning given in the Recitals hereto.

“Company” shall have the meaning given in the Preamble hereto and includes the Company’s successors by recapitalization, merger, consolidation, spin-off, reorganization or similar transaction.

“Company Certificate of Incorporation” shall have the meaning given in the Recitals hereto.

“Demanding Holder” shall have the meaning given in Section 2.1.4.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as it may be amended from time to time.

“FINRA” the Financial Industry Regulatory Authority Inc.

“Form S-1 Shelf” shall have the meaning given in Section 2.1.1.

“Form S-3 Shelf” shall have the meaning given in Section 2.1.1.

“GCM Equityholders” shall have the meaning given in the Preamble hereto.

“GCM LLLP Partnership Agreement” shall mean the Fifth Amended and Restated Limited Liability Limited Partnership Agreement of GCM LLLP, as the same may be amended, restated, amended and restated, supplemented or otherwise modified form time to time.

“Governmental Authority” means any federal, state, provincial, municipal, local or foreign government, governmental authority, regulatory or administrative agency (which for the purposes of this Agreement shall include FINRA and the Commission), governmental commission, department, board, bureau, agency or instrumentality, court or tribunal.

“Governmental Order” means any order, judgment, injunction, decree, writ, stipulation, determination or award, in each case, entered by or with any Governmental Authority.

“Holder Information” shall have the meaning given in Section 4.1.2.

“Holders” shall have the meaning given in the Preamble hereto, for so long as such person or entity holds any Registrable Securities.

“Law” means any statute, law, ordinance, rule, regulation or Governmental Order, in each case, of any Governmental Authority.

“Lock-up Period” shall have the meaning given in the Stockholders Agreement.

“Maximum Number of Securities” shall have the meaning given in Section 2.1.5.

“Merger” shall have the meaning given in the Recitals hereto.

“Minimum Takedown Threshold” shall have the meaning given in Section 2.1.4.

“Misstatement” shall mean an untrue statement of a material fact or an omission to state a material fact required to be stated in a Registration Statement or Prospectus or necessary to make the statements in a Registration Statement or Prospectus (in the case of a Prospectus, in the light of the circumstances under which they were made) not misleading.

“Original RRA” shall have the meaning given in the Recitals hereto.

“Permitted Transferees” shall mean any person or entity to whom a Holder of Registrable Securities is permitted to transfer such Registrable Securities prior to the expiration of the Lock-up Period pursuant to the Stockholders Agreement.

“Piggyback Registration” shall have the meaning given in Section 2.2.1.

“PIPE Investors” shall mean the investors set forth on Schedule 1 who purchased PIPE Shares pursuant to subscription agreements, each dated as of August 2, 2020, by and between CFFA and such PIPE Investor.

“PIPE Shares” shall have the meaning given in the Recitals hereto.

“Prospectus” shall mean the prospectus included in any Registration Statement, as supplemented by any and all prospectus supplements and as amended by any and all post-effective amendments and including all material incorporated by reference in such prospectus.

“Registrable Security” shall mean (a) any outstanding shares of Class A Common Stock held by a Holder immediately following the Closing (including the PIPE Shares and shares of Class A Common Stock distributable pursuant to the Transaction Agreement), (b) any shares of Class A Common Stock that may be acquired by Holders upon the exercise of a warrant or other right to acquire Class A Common Stock held by a Holder immediately following the Closing, (c) any shares of Class A Common Stock issued by the Company to a Holder in connection with (x) the redemption by a Holder of Common Units owned by any Holder or (y) at the election of the Company, a direct exchange for Common Units owned by any Holder, in each case in accordance with the terms of the GCM LLLP Partnership Agreement and the Company Certificate of Incorporation, (d) any outstanding shares of Class A Common Stock or warrants to purchase shares of Class A Common Stock (including any shares of Class A Common Stock issued or issuable upon the exercise of any such warrant) of the Company acquired by a Holder following the date hereof to the extent that such securities are “restricted securities” (as defined in Rule 144) or are otherwise held by an “affiliate” (as defined in Rule 144) of the Company, and (e) any other equity security of the Company or any of its subsidiaries issued or issuable with respect to any securities referenced in clause (a), (b), (c) or (d) above by way of a stock dividend or stock split or in connection with a recapitalization, merger, consolidation, spin-off, reorganization or similar transaction; provided, however, that, as to any particular Registrable Security, such securities shall cease to be Registrable Securities upon the earliest to occur of: (A) a Registration Statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement by the applicable Holder; (B) such securities shall have been otherwise transferred, new certificates for such securities not bearing a legend restricting further transfer shall have been delivered by the Company and subsequent public distribution of such securities shall not require registration under the Securities Act; (C) such securities shall have ceased to be outstanding; (D) such securities may be sold without registration pursuant to Rule 144 or any successor rule promulgated under the Securities Act (but with no volume or other restrictions or limitations including as to manner or timing of sale); and (E) such securities have been sold to, or through, a broker, dealer or underwriter in a public distribution or other public securities transaction. For the avoidance of doubt, while Common Units may constitute Registrable Securities, under no circumstances shall the Company be obligated to register Common Units, and only shares of Class A Common Stock issuable upon redemption or exchange of Common Units will be registered.

“Registration” shall mean a registration, including any related Shelf Takedown, effected by preparing and filing a registration statement, prospectus or similar document in compliance with the requirements of the Securities Act, and the applicable rules and regulations promulgated thereunder, and such registration statement becoming effective.

“Registration Expenses” shall mean the expenses of a Registration, including, without limitation, the following:

(A) all registration and filing fees (including fees with respect to filings required to be made with the Financial Industry Regulatory Authority, Inc.) and any national securities exchange on which the Class A Common Stock is then listed;

(B) fees and expenses of compliance with securities or blue sky laws (including reasonable fees and disbursements of outside counsel for the Underwriters in connection with blue sky qualifications of Registrable Securities);

(C) printing, messenger, telephone and delivery expenses;

(D) reasonable fees and disbursements of counsel for the Company;

(E) reasonable fees and disbursements of all independent registered public accountants of the Company incurred specifically in connection with such Registration; and

(F) reasonable fees and expenses of one legal counsel selected by the majority-in-interest of the Demanding Holders in an Underwritten Offering.

“Registration Statement” shall mean any registration statement that covers Registrable Securities pursuant to the provisions of this Agreement, including the Prospectus included in such registration statement, amendments (including post-effective amendments) and supplements to such registration statement, and all exhibits to and all material incorporated by reference in such registration statement.

“Requesting Holders” shall have the meaning given in Section 2.1.5.

“Securities Act” shall mean the Securities Act of 1933, as amended from time to time.

“Shelf” shall mean the Form S-1 Shelf, the Form S-3 Shelf or any Subsequent Shelf Registration, as the case may be.

“Shelf Registration” shall mean a registration of securities pursuant to a registration statement filed with the Commission in accordance with and pursuant to Rule 415 promulgated under the Securities Act (or any successor rule then in effect).

“Shelf Takedown” shall mean an Underwritten Shelf Takedown or any proposed transfer or sale using a Registration Statement, including a Piggyback Registration.

“Sponsor” shall have the meaning given in the Preamble hereto.

“Stockholders Agreement” shall mean the Stockholders Agreement of the Company, dated as of November 17, 2020, by and among the Company and the GCM Equityholders, as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time.

“Subsequent Shelf Registration” shall have the meaning given in Section 2.1.2.

“Transaction Agreement” shall have the meaning given in the Recitals hereto.

“Transactions” shall have the meaning given in the Recitals hereto.

“Transfer” shall mean the (a) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Exchange Act with respect to, any security, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b).

“Underwriter” shall mean a securities dealer who purchases any Registrable Securities as principal and not as part of such dealer’s market-making activities.

“Underwritten Offering” shall mean a Registration in which securities of the Company are sold to an Underwriter in a firm commitment underwriting for distribution to the public.

“Underwritten Shelf Takedown” shall have the meaning given in Section 2.1.4.

“Withdrawal Notice” shall have the meaning given in Section 2.1.6.

Article II
REGISTRATIONS AND OFFERINGS

2.1 Shelf Registration.

2.1.1 Filing. The Company shall file within 30 days of the Closing Date, and use commercially reasonable efforts to cause to be declared effective as soon as practicable thereafter, a Registration Statement for a Shelf Registration on Form S-1 (the “Form S-1 Shelf”) or, if the Company is eligible to use a Registration Statement on Form S-3, a Shelf Registration on Form S-3 (the “Form S-3 Shelf”), in each case, covering the resale of all the Registrable Securities (determined as of two business days prior to such filing) on a delayed or continuous basis. Such Shelf shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. The Company shall maintain a Shelf in accordance with the terms hereof, and shall prepare and file with the SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf continuously effective, available for use and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. In the event the Company files a Form S-1 Shelf, the Company shall use its commercially reasonable efforts to convert the Form S-1 Shelf (and any Subsequent Shelf Registration) to a Form S-3 Shelf as soon as practicable after the Company is eligible to use Form S-3.

2.1.2 Subsequent Shelf Registration. If any Shelf ceases to be effective under the Securities Act for any reason at any time while Registrable Securities are still outstanding, the Company shall, subject to Section 3.4, use its commercially reasonable efforts to as promptly as is reasonably practicable cause such Shelf to again become effective under the Securities Act (including obtaining the prompt withdrawal of any order suspending the effectiveness of such Shelf), and shall use its commercially reasonable efforts to as promptly as is reasonably practicable amend such Shelf in a manner reasonably expected to result in the withdrawal of any order suspending the effectiveness of such Shelf or file an additional registration statement as a Shelf Registration (a “Subsequent Shelf Registration”) registering the resale of all Registrable Securities (determined as of two business days prior to such filing), and pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. If a Subsequent Shelf Registration is filed, the Company shall use its commercially reasonable efforts to (i) cause such Subsequent Shelf Registration to become effective under the Securities Act as promptly as is reasonably practicable after the filing thereof (it being agreed that the Subsequent Shelf Registration shall be an automatic shelf registration statement (as defined in Rule 405 promulgated under the Securities Act) if the Company is a well-known seasoned issuer (as defined in Rule 405 promulgated under the Securities Act) at the most recent applicable eligibility determination date) and (ii) keep such Subsequent Shelf Registration continuously effective, available for use and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. Any such Subsequent Shelf Registration shall be on Form S-3 to the extent that the Company is eligible to use such form. Otherwise, such Subsequent Shelf Registration shall be on another appropriate form.

2.1.3 Additional Registerable Securities. In the event that any Holder holds Registrable Securities that are not registered for resale on a delayed or continuous basis, the Company, upon request of a GCM Equityholder or the Sponsor, shall promptly use its commercially reasonable efforts to cause the resale of such Registrable Securities to be covered by either, at the Company’s option, the Shelf (including by means of a post-effective amendment) or a Subsequent Shelf Registration and cause the same to become effective as soon as practicable after such filing and such Shelf or Subsequent Shelf Registration shall be subject to the terms hereof; provided, however, that the Company shall only be required to cause such Registrable Securities to be so covered twice per calendar year for the GCM Equityholders, on the one hand, and the Sponsor, on the other hand.

2.1.4 Requests for Underwritten Shelf Takedowns. At any time and from time to time when an effective Shelf is on file with the Commission, any GCM Equityholder or the Sponsor (any of the GCM Equityholders or the Sponsor being, in such case, a “Demanding Holder”) may request to sell all or any portion of its Registrable Securities in an Underwritten Offering or other coordinated offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”); provided that the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include Registrable Securities proposed to be sold by the Demanding Holder with a total offering price reasonably expected to exceed, in the aggregate, $50 million (the “Minimum Takedown Threshold”). All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown. Subject to Section 2.4.4, the Company shall have the right to select the Underwriters for such offering (which shall consist of one or more reputable nationally recognized investment banks), subject to the initial Demanding Holder’s prior approval (which shall not be unreasonably withheld, conditioned or delayed). The GCM Equityholders, on the one hand, and the Sponsor, on the other hand, may each demand not more than two (2) Underwritten Shelf Takedowns pursuant to this Section 2.1.4 in any 12-month period. Notwithstanding anything to the contrary in this Agreement, the Company may effect any Underwritten Offering pursuant to any then effective Registration Statement, including a Form S-3, that is then available for such offering.

2.1.5 Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Shelf Takedown, in good faith, advises the Company, the Demanding Holders and the Holders requesting piggy back rights pursuant to this Agreement with respect to such Underwritten Shelf Takedown (the “Requesting Holders”) (if any) in writing that the dollar amount or number of Registrable Securities that the Demanding Holders and the Requesting Holders (if any) desire to sell, taken together with all other shares of Class A Common Stock or other equity securities that the Company desires to sell and all other shares of Class A Common Stock or other equity securities, if any, that have been requested to be sold in such Underwritten Offering pursuant to separate written contractual piggy-back registration rights held by any other stockholders, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in the Underwritten Offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of such securities, as applicable, the “Maximum Number of Securities”), then the Company shall include in such Underwritten Offering, before including any shares of Class A Common Stock or other equity securities proposed to be sold by Company or by other holders of Class A Common Stock or other equity securities, the Registrable Securities of the Demanding Holders and the Requesting Holders (if any) (pro rata based on the respective number of Registrable Securities that each Demanding Holder and Requesting Holder (if any) has requested be included in such Underwritten Shelf Takedown and the aggregate number of Registrable Securities that the Demanding Holders and Requesting Holders have requested be included in such Underwritten Shelf Takedown) that can be sold without exceeding the Maximum Number of Securities.

2.1.6 Withdrawal. Prior to the filing of the applicable “red herring” prospectus or prospectus supplement used for marketing such Underwritten Shelf Takedown, a majority-in-interest of the Demanding Holders initiating an Underwritten Shelf Takedown shall have the right to withdraw from such Underwritten Shelf Takedown for any or no reason whatsoever upon written notification (a “Withdrawal Notice”) to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Shelf Takedown; provided that any GCM Equityholder or the Sponsor may elect to have the Company continue an Underwritten Shelf Takedown if the Minimum Takedown Threshold would still be satisfied by the Registrable Securities proposed to be sold in the Underwritten Shelf Takedown by the GCM Equityholders, the Sponsor or any of their respective Permitted Transferees, as applicable. If withdrawn, a demand for an Underwritten Shelf Takedown shall constitute a demand for an Underwritten Shelf Takedown for purposes of Section 2.1.4, unless either (i) the Demanding Holder has not previously withdrawn any Underwritten Shelf Takedown or (ii) the Holder reimburses the Company for all Registration Expenses with respect to such Underwritten Shelf Takedown; provided that, if a GCM Equityholder or the Sponsor elects to continue an Underwritten Shelf Takedown pursuant to the proviso in the immediately preceding sentence, such Underwritten Shelf Takedown shall instead count as an Underwritten Shelf Takedown demanded by the GCM Equityholders or the Sponsor, as applicable, for purposes of Section 2.1.4. Following the receipt of any Withdrawal Notice, the Company shall promptly forward such Withdrawal Notice to any other Holders that had elected to participate in such Shelf Takedown. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Shelf Takedown prior to its withdrawal under this Section 2.1.6, other than if a Demanding Holder elects to pay such Registration Expenses pursuant to clause (ii) of the second sentence of this Section 2.1.6.

2.2 Piggyback Registration.

2.2.1 Piggyback Rights. Subject to Section 2.4.3, if the Company or any Holder proposes to conduct a registered offering of, or if the Company proposes to file a Registration Statement under the Securities Act with respect to the Registration of, equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders of the Company (or by the Company and by the stockholders of the Company including, without limitation, an Underwritten Shelf Takedown pursuant to Section 2.1 hereof), other than a Registration Statement (or any registered offering with respect thereto) (i) filed in connection with any employee stock option or other benefit plan, (ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (iii) for an offering of debt that is convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, then the Company shall give written notice of such proposed offering to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) days before the anticipated filing date of such Registration Statement or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable “red herring” prospectus or prospectus supplement used for marketing such offering, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to include in such registered offering such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (such registered offering, a “Piggyback Registration”). Subject to Section 2.2.2, the Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and, if applicable, shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of such Piggyback Registration to permit the Registrable Securities requested by the Holders pursuant to this Section 2.2.1 to be included therein on the same terms and conditions as any similar securities of the Company included in such registered offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. The inclusion of any Holder’s Registrable Securities in a Piggyback Registration shall be subject to such Holder’s agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering.

2.2.2 Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of shares of Class A Common Stock or other equity securities that the Company desires to sell, taken together with (i) the shares of Class A Common Stock or other equity securities, if any, as to which Registration or a registered offering has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, (ii) the Registrable Securities as to which registration has been requested pursuant to Section 2.2 hereof, and (iii) the shares of Class A Common Stock or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of other stockholders of the Company, exceeds the Maximum Number of Securities, then:

(a) If the Registration or registered offering is undertaken for the Company’s account, the Company shall include in any such Registration or registered offering (A) first, the shares of Class A Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1, pro rata, based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering, which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the shares of Class A Common Stock or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to written contractual piggy-back registration rights of other stockholders of the Company, which can be sold without exceeding the Maximum Number of Securities;

(b) If the Registration or registered offering is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Registration or registered offering (A) first, the shares of Class A Common Stock or other equity securities, if any, of such requesting persons or entities, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1, pro rata, based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the shares of Class A Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the shares of Class A Common Stock or other equity securities for the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities; and

(c) If the Registration or registered offering is pursuant to a request by Holder(s) of Registrable Securities pursuant to Section 2.1 hereof, then the Company shall include in any such Registration or registered offering securities pursuant to Section 2.1.5.

2.2.3 Piggyback Registration Withdrawal. Any Holder of Registrable Securities (other than a Demanding Holder, whose right to withdrawal from an Underwritten Shelf Takedown, and related obligations, shall be governed by Section 2.1.6) shall have the right to withdraw from a Piggyback Registration for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of his, her or its intention to withdraw from such Piggyback Registration prior to the effectiveness of the Registration Statement filed with the Commission with respect to such Piggyback Registration or, in the case of a Piggyback Registration pursuant to a Shelf Registration, the filing of the applicable “red herring” prospectus or prospectus supplement with respect to such Piggyback Registration used for marketing such transaction. The Company (whether on its own good faith determination or as the result of a request for withdrawal by persons pursuant to separate written contractual obligations) may withdraw a Registration Statement filed with the Commission in connection with a Piggyback Registration (which, in no circumstance, shall include the Shelf) at any time prior to the effectiveness of such Registration Statement. Notwithstanding anything to the contrary in this Agreement (other than Section 2.1.6), the Company shall be responsible for the Registration Expenses incurred in connection with the Piggyback Registration prior to its withdrawal under this Section 2.2.3.

2.2.4 Unlimited Piggyback Registration Rights. For purposes of clarity, subject to Section 2.1.6, any Piggyback Registration effected pursuant to Section 2.2 hereof shall not be counted as a demand for an Underwritten Shelf Takedown under Section 2.1.4 hereof.

2.3 Market Stand-off. In connection with any Underwritten Offering of equity securities of the Company (other than a Block Trade), each Holder participating in the Underwritten Offering agrees that it shall not Transfer any shares of Class A Common Stock or other equity securities of the Company (other than those included in such offering pursuant to this Agreement), without the prior written consent of the Company, during the 90-day period beginning on the date of pricing of such offering, except in the event the Underwriters managing the offering otherwise agree by written consent. Each Holder agrees to execute a customary lock-up agreement in favor of the Underwriters to such effect (in each case on substantially the same terms and conditions as all such Holders).

2.4 Block Trades.

2.4.1 Notwithstanding the foregoing, at any time and from time to time when an effective Shelf is on file with the Commission, if a Demanding Holder wishes to engage in an underwritten or other coordinated registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”), with a total offering price reasonably expected to exceed, in the aggregate, either (x) $50 million or (y) all remaining Registrable Securities held by the Demanding Holder, then notwithstanding the time periods provided for in Section 2.1.4, such Demanding Holder only need to notify the Company of the Block Trade at least five (5) business days prior to the day such offering is to commence and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade shall use commercially reasonable efforts to work with the Company and any Underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade.

2.4.2 Prior to the filing of the applicable “red herring” prospectus or prospectus supplement used in connection with a Block Trade, a majority-in-interest of the Demanding Holders initiating such Block Trade shall have the right to submit a Withdrawal Notice to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Block Trade. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a block trade prior to its withdrawal under this Section 2.4.2.

2.4.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 hereof shall not apply to a Block Trade initiated by a Demanding Holder pursuant to this Agreement.

2.4.4 The Demanding Holder in a Block Trade shall have the right to select the Underwriters for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks).

Article III
COMPANY PROCEDURES

3.1 General Procedures. In connection with any Shelf and/or Shelf Takedown, the Company shall use its commercially reasonable efforts to effect such Registration to permit the sale of such Registrable Securities in accordance with the intended plan of distribution thereof, and pursuant thereto the Company shall, as expeditiously as possible:

3.1.1 prepare and file with the Commission as soon as practicable a Registration Statement with respect to such Registrable Securities and use its reasonable best efforts to cause such Registration Statement to become effective and remain effective until all Registrable Securities have ceased to be Registrable Securities;

3.1.2 prepare and file with the Commission such amendments and post-effective amendments to the Registration Statement, and such supplements to the Prospectus, as may be reasonably requested by any Holder that holds at least two point five (2.5%) percent of the Registrable Securities registered on such Registration Statement or any Underwriter of Registrable Securities or as may be required by the rules, regulations or instructions applicable to the registration form used by the Company or by the Securities Act or rules and regulations thereunder to keep the Registration Statement effective until all Registrable Securities covered by such Registration Statement are sold in accordance with the intended plan of distribution set forth in such Registration Statement or supplement to the Prospectus;

3.1.3 prior to filing a Registration Statement or Prospectus, or any amendment or supplement thereto, furnish without charge to the Underwriters, if any, and the Holders of Registrable Securities included in such Registration, and such Holders’ legal counsel, copies of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including all exhibits thereto and documents incorporated by reference therein), the Prospectus included in such Registration Statement (including each preliminary Prospectus), and such other documents as the Underwriters and the Holders of Registrable Securities included in such Registration or the legal counsel for any such Holders may request in order to facilitate the disposition of the Registrable Securities owned by such Holders;

3.1.4 prior to any public offering of Registrable Securities (i) register or qualify the Registrable Securities covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United States as the Holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may request (or provide evidence satisfactory to such Holders that the Registrable Securities are exempt from such registration or qualification) and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by such other governmental authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be necessary or advisable to enable the Holders of Registrable Securities included in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that the Company shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify or take any action to which it would be subject to general service of process or taxation in any such jurisdiction where it is not then otherwise so subject;

3.1.5 cause all such Registrable Securities to be listed on each national securities exchange on which similar securities issued by the Company are then listed;

3.1.6 provide a transfer agent or warrant agent, as applicable, and registrar for all such Registrable Securities no later than the effective date of such Registration Statement;

3.1.7 advise each seller of such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the Commission suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding for such purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued;

3.1.8 at least five (5) days prior to the filing of any Registration Statement or Prospectus or any amendment or supplement to such Registration Statement or Prospectus (or such shorter period of time as may be necessary in order to comply with the Securities Act, the Exchange Act, and the rules and regulations promulgated under the Securities Act or Exchange Act, as applicable), furnish a copy thereof to each seller of such Registrable Securities or its counsel (excluding any exhibits thereto and any filing made under the Exchange Act that is to be incorporated by reference therein);

3.1.9 notify the Holders at any time when a Prospectus relating to such Registration Statement is required to be delivered under the Securities Act, of the happening of any event as a result of which the Prospectus included in such Registration Statement, as then in effect, includes a Misstatement, and then to correct such Misstatement as set forth in Section 3.4 hereof;

3.1.10 permit a representative of the Holders, the Underwriters, if any, and any attorney or accountant retained by such Holders or Underwriter to participate, at each such person’s own expense, in the preparation of the Registration Statement, and cause the Company’s officers, directors and employees to supply all information reasonably requested by any such representative, Underwriter, attorney or accountant in connection with the Registration; provided, however, that such representatives or Underwriters agree to confidentiality arrangements reasonably satisfactory to the Company, prior to the release or disclosure of any such information;

3.1.11 obtain a “comfort” letter from the Company’s independent registered public accountants in the event of an Underwritten Offering or other coordinated offering that is registered pursuant to a Registration Statement, in customary form and covering such matters of the type customarily covered by “comfort” letters as the managing Underwriter or other similar type of sales agent or placement agent may reasonably request, and reasonably satisfactory to a majority-in-interest of the participating Holders;

3.1.12 on the date the Registrable Securities are delivered for sale pursuant to such Registration, obtain an opinion, dated such date, of counsel representing the Company for the purposes of such Registration, addressed to the Holders, the placement agent or sales agent, if any, and the Underwriters, if any, covering such legal matters with respect to the Registration in respect of which such opinion is being given as the Holders, placement agent, sales agent, or Underwriter may reasonably request and as are customarily included in such opinions and negative assurance letters, and reasonably satisfactory to a majority-in-interest of the participating Holders;

3.1.13 in the event of any Underwritten Offering or other coordinated offering that is registered pursuant to a Registration Statement, enter into and perform its obligations under an underwriting agreement, sales agreement or placement agreement, in usual and customary form, with the managing Underwriter, sales agent or placement agent of such offering;

3.1.14 make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12) months beginning with the first day of the Company’s first full calendar quarter after the effective date of the Registration Statement which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any successor rule then in effect);

3.1.15 with respect to an Underwritten Offering pursuant to Section 2.1.4, use its reasonable efforts to make available senior executives of the Company to participate in customary “road show” presentations that may be reasonably requested by the Underwriter in such Underwritten Offering; and

3.1.16 otherwise, in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the Holders, in connection with such Registration.

Notwithstanding the foregoing, the Company shall not be required to provide any documents or information to an Underwriter or other sales agent or placement agent if such Underwriter or other sales agent or placement agent has not then been named with respect to the applicable Underwritten Offering or other coordinated offering that is registered pursuant to a Registration Statement.

3.2 Registration Expenses. The Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Holders that the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’ or agents’ commissions and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in the definition of “Registration Expenses,” all reasonable fees and expenses of any legal counsel representing the Holders.

3.3 Requirements for Participation in Registration Statement Underwritten Offerings. Notwithstanding anything in this Agreement to the contrary, if any Holder does not provide the Company with its requested Holder Information, the Company may exclude such Holder’s Registrable Securities from the applicable Registration Statement or Prospectus if the Company determines, based on the advice of counsel, that such information is necessary to effect the registration and such Holder continues thereafter to withhold such information. No person may participate in any Underwritten Offering or other coordinated offering for equity securities of the Company pursuant to a Registration initiated by the Company hereunder unless such person (i) agrees to sell such person’s securities on the basis provided in any arrangements approved by the Company and (ii) completes and executes all customary questionnaires, powers of attorney, indemnities, lock-up agreements, underwriting or other agreements and other customary documents as may be reasonably required under the terms of such arrangements. The exclusion of a Holder’s Registrable Securities as a result of this Section 3.3 shall not affect the registration of the other Registrable Securities to be included in such Registration.

3.4 Suspension of Sales; Adverse Disclosure; Restrictions on Registration Rights.

3.4.1 Upon receipt of written notice from the Company that a Registration Statement or Prospectus contains a Misstatement, each of the Holders shall forthwith discontinue disposition of Registrable Securities until it has received copies of a supplemented or amended Prospectus correcting the Misstatement (it being understood that the Company hereby covenants to prepare and file such supplement or amendment as soon as practicable after the time of such notice), or until it is advised in writing by the Company that the use of the Prospectus may be resumed.

3.4.2 If the filing, initial effectiveness or continued use of a Registration Statement in respect of any Registration at any time would (a) require the Company to make an Adverse Disclosure, (b) require the inclusion in such Registration Statement of financial statements that are unavailable to the Company for reasons beyond the Company’s control, or (c) in the good faith judgment of the majority of the Board such Registration, be seriously detrimental to the Company and the majority of the Board concludes as a result that it is essential to defer such filing, initial effectiveness or continued use at such time, the Company may, upon giving prompt written notice of such action to the Holders, delay the filing or initial effectiveness of, or suspend use of, such Registration Statement for the shortest period of time determined in good faith by the Company to be necessary for such purpose. In the event the Company exercises its rights under this Section 3.4.2, the Holders agree to suspend, immediately upon their receipt of the notice referred to above, their use of the Prospectus relating to any Registration in connection with any sale or offer to sell Registrable Securities.

3.4.3 (a) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of, and ending on a date one hundred and twenty (120) days after the effective date of, a Company-initiated Registration and provided that the Company continues to actively employ, in good faith, all reasonable efforts to maintain the effectiveness of the applicable Shelf Registration Statement, or (b) if, pursuant to Section 2.1.4, Holders have requested an Underwritten Shelf Takedown and the Company and such Holders are unable to obtain the commitment of underwriters to firmly underwrite such offering, the Company may, upon giving prompt written notice of such action to the Holders, delay any other registered offering pursuant to Section 2.1.4 or 2.4.

3.5 Reporting Obligations. As long as any Holder shall own Registrable Securities, the Company, at all times while it shall be a reporting company under the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Sections 13(a) or 15(d) of the Exchange Act and to promptly furnish the Holders with true and complete copies of all such filings; provided that any documents publicly filed or furnished with the Commission pursuant to the Electronic Data Gathering, Analysis and Retrieval System shall be deemed to have been furnished or delivered to the Holders pursuant to this Section 3.5. The Company further covenants that it shall take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder to sell shares of Class A Common Stock held by such Holder without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act (or any successor rule then in effect). Upon the request of any Holder, the Company shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirements.

Article IV
INDEMNIFICATION AND CONTRIBUTION

4.1 Indemnification.

4.1.1 The Company agrees to indemnify, to the extent permitted by law, each Holder of Registrable Securities, its officers, directors and agents and each person who controls such Holder (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and out-of-pocket expenses (including without limitation reasonable outside attorneys’ fees) resulting from any untrue or alleged untrue statement of material fact contained in any Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are caused by or contained in any information or affidavit so furnished in writing to the Company by such Holder expressly for use therein.

4.1.2 In connection with any Registration Statement in which a Holder of Registrable Securities is participating, such Holder shall furnish to the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus (the “Holder Information”) and, to the extent permitted by law, shall indemnify the Company, its directors, officers and agents and each person who controls the Company (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and out-of-pocket expenses (including without limitation reasonable outside attorneys’ fees) resulting from any untrue or alleged untrue statement of material fact contained in any Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission is contained in any information or affidavit so furnished in writing by such Holder expressly for use therein; provided, however, that the obligation to indemnify shall be several, not joint and several, among such Holders of Registrable Securities, and the liability of each such Holder of Registrable Securities shall be in proportion to and limited to the net proceeds received by such Holder from the sale of Registrable Securities pursuant to such Registration Statement. The Holders of Registrable Securities shall indemnify the Underwriters, their officers, directors and each person who controls such Underwriters (within the meaning of the Securities Act) to the same extent as provided in the foregoing with respect to indemnification of the Company.

4.1.3 Any person entitled to indemnification herein shall (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any person’s right to indemnification hereunder to the extent such failure has not materially prejudiced the indemnifying party) and (ii) unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent shall not be unreasonably withheld). An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim. No indemnifying party shall, without the consent of the indemnified party, consent to the entry of any judgment or enter into any settlement which cannot be settled in all respects by the payment of money (and such money is so paid by the indemnifying party pursuant to the terms of such settlement) or which settlement does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation.

4.1.4 The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party or any officer, director or controlling person of such indemnified party and shall survive the transfer of securities. The Company and each Holder of Registrable Securities participating in an offering also agrees to make such provisions as are reasonably requested by any indemnified party for contribution to such party in the event the Company’s or such Holder’s indemnification is unavailable for any reason.

4.1.5 If the indemnification provided under Section 4.1 hereof from the indemnifying party is unavailable or insufficient to hold harmless an indemnified party in respect of any losses, claims, damages, liabilities and out-of-pocket expenses referred to herein, then the indemnifying party, in lieu of indemnifying the indemnified party, shall contribute to the amount paid or payable by the indemnified party as a result of such losses, claims, damages, liabilities and out-of-pocket expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The relative fault of the indemnifying party and indemnified party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, was made by, or relates to information supplied by, such indemnifying party or indemnified party, and the indemnifying party’s and indemnified party’s relative intent, knowledge, access to information and opportunity to correct or prevent such action; provided, however, that the liability of any Holder under this Section 4.1.5 shall be limited to the amount of the net proceeds received by such Holder in such offering giving rise to such liability. The amount paid or payable by a party as a result of the losses or other liabilities referred to above shall be deemed to include, subject to the limitations set forth in Sections 4.1.1, 4.1.2 and 4.1.3 above, any legal or other fees, charges or out-of-pocket expenses reasonably incurred by such party in connection with any investigation or proceeding. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 4.1.5 were determined by pro rata allocation or by any other method of allocation, which does not take account of the equitable considerations referred to in this Section 4.1.5. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution pursuant to this Section 4.1.5 from any person who was not guilty of such fraudulent misrepresentation.

Article V
MISCELLANEOUS

5.1 Notices. Any notice or communication under this Agreement must be in writing and given by (i) deposit in the United States mail, addressed to the party to be notified, postage prepaid and registered or certified with return receipt requested, (ii) delivery in person or by courier service providing evidence of delivery, or (iii) transmission by hand delivery, electronic mail or facsimile. Each notice or communication that is mailed, delivered, or transmitted in the manner described above shall be deemed sufficiently given, served, sent, and received, in the case of mailed notices, on the third business day following the date on which it is mailed and, in the case of notices delivered by courier service, hand delivery, electronic mail or facsimile, at such time as it is delivered to the addressee (with the delivery receipt or the affidavit of messenger) or at such time as delivery is refused by the addressee upon presentation. Any notice or communication under this Agreement must be addressed, if to the Company, to: 900 North Michigan Avenue, Suite 1100, Chicago, IL 60611, Attention: Legal Department, Email: legal@gcmlp.com, and, if to any Holder, at such Holder’s address or facsimile number as set forth in the Company’s books and records. Any party may change its address for notice at any time and from time to time by written notice to the other parties hereto, and such change of address shall become effective thirty (30) days after delivery of such notice as provided in this Section 5.1.

5.2 Assignment; No Third Party Beneficiaries.

5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part.

5.2.2 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees.

5.2.3 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof.

5.2.4 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

5.3 Counterparts. This Agreement may be executed in multiple counterparts (including facsimile or PDF counterparts), each of which shall be deemed an original, and all of which together shall constitute the same instrument, but only one of which need be produced.

5.4 Governing Law. This Agreement, and all claims or causes of action based upon, arising out of, or related to this Agreement, shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to principles or rules of conflict of Laws to the extent such principles or rules would require or permit the application of Laws of another jurisdiction.

5.5 Jurisdiction; Waiver of Jury Trial.

5.5.1 Any proceeding or Action based upon, arising out of or related to this Agreement or the Transactions must be brought in the Court of Chancery of the State of Delaware (or, to the extent such Court does not have subject matter jurisdiction, the Superior Court of the State of Delaware), or, if it has or can acquire jurisdiction, in the United States District Court for the District of Delaware, and each of the parties irrevocably submits to the exclusive jurisdiction of each such court in any such proceeding or Action, waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, agrees that all claims in respect of the proceeding or Action shall be heard and determined only in any such court, and agrees not to bring any proceeding or Action arising out of or relating to this Agreement or the Transactions in any other court. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by Law or to commence legal proceedings or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any Action, suit or proceeding brought pursuant to this Section 5.5.

5.5.2 Each party acknowledges and agrees that any controversy which may arise under this Agreement and the Transactions is likely to involve complicated and difficult issues, and therefore each such party hereby irrevocably, unconditionally and voluntarily waives any right such party may have to a trial by jury in respect of any Action, suit or proceeding directly or indirectly arising out of or relating to this Agreement or any of the Transactions.

5.6 Amendments and Modifications. Upon the written consent of (a) the Company and (b) the Holders of a majority of the total Registrable Securities, compliance with any of the provisions, covenants and conditions set forth in this Agreement may be waived, or any of such provisions, covenants or conditions may be amended or modified; provided, however, that in the event any such waiver, amendment or modification would be adverse in any material respect to the material rights or obligations hereunder of a Holder of at least two point five (2.5%) percent of the Registrable Securities, the written consent of such Holder will also be required; provided further that in the event any such waiver, amendment or modification would be disproportionate and adverse in any material respect to the material rights or obligations hereunder of a Holder, the written consent of such Holder will also be required. No course of dealing between any Holder or the Company and any other party hereto or any failure or delay on the part of a Holder or the Company in exercising any rights or remedies under this Agreement shall operate as a waiver of any rights or remedies of any Holder or the Company. No single or partial exercise of any rights or remedies under this Agreement by a party shall operate as a waiver or preclude the exercise of any other rights or remedies hereunder or thereunder by such party.

5.7 Other Registration Rights. The Company represents and warrants that no person, other than a Holder of Registrable Securities, has any right to require the Company to register any securities of the Company for sale or to include such securities of the Company in any Registration Statement filed by the Company for the sale of securities for its own account or for the account of any other person.

5.8 Term. This Agreement shall terminate with respect to any Holder on the date that such Holder no longer holds any Registrable Securities. The provisions of Section 3.5 and Article IV shall survive any termination.

5.9 Holder Information. Each Holder agrees, if requested in writing, to represent to the Company the total number of Registrable Securities held by such Holder in order for the Company to make determinations hereunder.

[SIGNATURE PAGES FOLLOW]

IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.

[Signature Page to Registration Rights Agreement]

[Signature Page to Amended and Restated Registration Rights Agreement]

Exhibit 10.3

EXECUTION VERSION

TAX RECEIVABLE AGREEMENT

by and among

GCM GROSVENOR INC.

CF FINANCE INTERMEDIATE ACQUISITION, LLC

GROSVENOR CAPITAL MANAGEMENT HOLDINGS, LLLP

the several MEMBERS (as defined herein)

TRA PARTY REPRESENTATIVE (as defined herein) and

ANY OTHER MEMBERS OF GROSVENOR CAPITAL MANAGEMENT HOLDINGS, LLLP
FROM TIME TO TIME PARTY HERETO

Dated as of November 17, 2020

CONTENTS

Exhibits

TAX RECEIVABLE AGREEMENT

This TAX RECEIVABLE AGREEMENT (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of November 17, 2020, is hereby entered into by and among GCM Grosvenor Inc., a Delaware corporation (the “Corporation”), Grosvenor Capital Management Holdings, LLLP, a Delaware limited liability limited partnership (the “Partnership”), CF Finance Intermediate Acquisition, LLC, a Delaware limited liability company (“DRE”), each of the Members from time to time party hereto, and the TRA Party Representative. Capitalized terms used but not otherwise defined herein have the respective meanings set forth in Section 1.1.

RECITALS

WHEREAS, the Partnership is treated as a partnership for U.S. federal income tax purposes;

WHEREAS, each of the members of the Partnership other than the Corporation (such members who are parties hereto, and each other Person who becomes party hereto by satisfying the Joinder Requirement, the “Members”) owns limited liability limited partnership interests and/or other equity interests in the Partnership (the “Units”);

WHEREAS, as of the date hereof, the Corporation has 39,914,862 shares of its Class A common stock, par value $0.0001 per share (the “Class A Common Stock”) issued and outstanding;

WHEREAS, on the date hereof, the Corporation used a portion of its assets to acquire newly-issued equity interests in the Partnership directly from the Partnership;

WHEREAS, on the date hereof, the Corporation used a portion of its assets to purchase an option to acquire equity interests in the Partnership from Holdings, and the Corporation acquired equity interests in the Partnership previously held by certain former members of the Partnership, and the Corporation also used a portion of its assets to purchase equity interests in the Partnership held directly or indirectly by Holdings (including equity interests in the Partnership acquired from GCMH GP, L.L.C., which is a wholly owned subsidiary of Holdings that is treated as an entity disregarded as separate from Holdings for U.S. federal income tax purposes) (such transactions, the “Purchase”);

WHEREAS, on and after the date hereof, pursuant to and subject to the terms of the Partnership Agreement, each Member has the right from time to time to require the Partnership to redeem (a “Redemption”) all or a portion of such Member’s Units for cash or, at the Corporation’s election, Class A Common Stock, in either case contributed to the Partnership by the Corporation; provided that, at the election of the Corporation, the Corporation may effect a direct exchange (a “Direct Exchange”) of such cash or shares of Class A Common Stock for such Units;

WHEREAS, to the extent provided in Section 2.1(b) the Partnership and any direct subsidiary or indirect subsidiary (owned through a chain of pass-through entities) of the Partnership that is controlled by the Partnership and treated as a partnership for U.S. federal income tax purposes (together with the Partnership and any direct or indirect subsidiary (owned through a chain of pass-through entities) of the Partnership that is treated as a disregarded entity for U.S. federal income tax purposes, the “the Partnership Group”) will have in effect an election under Section 754 of the Code (as defined herein); and

WHEREAS, the parties to this Agreement desire to provide for certain payments and make certain arrangements with respect to any tax benefits to be derived by the Corporation as the result of Exchanges, certain tax attributes of the Partnership Group, and the receipt of payments under this Agreement.

NOW, THEREFORE, in consideration of the foregoing and the respective covenants and agreements set forth herein, and intending to be legally bound hereby, the parties hereto agree as follows:

Article I.
Definitions

Section 1.1 Definitions. As used in this Agreement, the terms set forth in this Article I shall have the following meanings (such meanings to be equally applicable to both (i) the singular and plural and (ii) the active and passive forms of the terms defined).

“Actual Interest Amount” is defined in Section 3.1(b)(vii) of this Agreement.

“Advisory Firm” means any accounting firm that is nationally recognized as being an expert in Covered Tax matters and is not an Affiliate of the Corporation, provided that such Advisory Firm that is used by the Corporation shall be selected by the Corporation and be reasonably acceptable to the TRA Party Representative.

“Affiliate” means, with respect to any Person, any other Person that directly or indirectly, through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such first Person.

“Agreed Rate” means the Benchmark plus 200 basis points.

“Agreement” is defined in the preamble.

“Amended Schedule” is defined in Section 2.4(b) of this Agreement.

“Assumed State and Local Tax Rate” means, for any applicable Taxable Year(i.e., a Taxable Year for which a Tax Benefit Payment is being calculated), the tax rate equal to the sum of the products of (x) the Corporation’s income tax apportionment percentage(s) for the Reference Year for each U.S. state and local jurisdiction in which the Corporation filed income or franchise tax returns for the Reference Year and (y) the highest corporate income and franchise tax rate(s) for each such state and local jurisdiction referred to in clause (x) for the applicable Taxable Year (determined by reference to the rates in effect on January 1 of the calendar year that includes the final day of the applicable Taxable Year, and for purposes of the Valuation Assumptions, taking into account future changes in rates as prescribed by the law in effect on January 1 of the Taxable Year in which the Early Termination Payment is being calculated). For any applicable Taxable Year for which there is no Reference Year, the Assumed State and Local Tax Rate shall be 4.47%.

“Attributable” is defined in Section 3.1(b)(i) of this Agreement.

“Basis Adjustment” means the increase or decrease to the tax basis of, or the Corporation’s share of, the tax basis of the Reference Assets (i) under Section 734(b), 743(b) and 754 of the Code and, in each case, the comparable sections of U.S. state and local tax law (in situations where, following an Exchange, the Partnership remains in existence as an entity for tax purposes) and (ii) under Sections 732 and 1012 of the Code and, in each case, the comparable sections of U.S. state and local tax law (in situations where, as a result of one or more Exchanges, the Partnership becomes an entity that is disregarded as separate from its owner for tax purposes), in each case, as a result of any Exchange and any payments made under this Agreement. Notwithstanding any other provision of this Agreement, the amount of any Basis Adjustment resulting from an Exchange of one or more Units shall be determined without regard to any Pre-Exchange Transfer of such Units and as if any such Pre-Exchange Transfer had not occurred.

“Basis Schedule” is defined in Section 2.2 of this Agreement.

“Benchmark” means SOFR. If SOFR ceases to be published in accordance with the definition thereof or otherwise is not available, the Corporation and the Partnership shall work together in good faith to select an alternate Benchmark with similar characteristic that gives due consideration to the prevailing market conventions for determining rates of interest in the United States at such time.

“Business Day” means any day excluding Saturday, Sunday and any day that is a legal holiday under the laws of the State of New York or is a day on which banking institutions located in New York are closed.

“Change of Control” means the occurrence of any of the following events:

(1) any “person” or “group” (within the meaning of Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended, or any successor provisions thereto (the “Exchange Act”), but excluding any employee benefit plan of such person and its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan, and excluding the Permitted Holders) becomes the “beneficial owner” (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of shares of Class A Common Stock, Class C Common Stock, preferred stock and/or any other class or classes of capital stock of the Corporation (if any) representing in the aggregate more than fifty percent (50%) of the voting power of all of the outstanding shares of capital stock of the Corporation entitled to vote;

(2) the stockholders of the Corporation approve a plan of complete liquidation or dissolution of the Corporation or there is consummated an agreement or series of related agreements for the sale or other disposition, directly or indirectly, by the Corporation of all or substantially all of the Corporation’s assets (including a sale of all or substantially all of the assets of the Partnership); or

(3) there is consummated a merger or consolidation of the Corporation with any other corporation or entity, and, immediately after the consummation of such merger or consolidation, the voting securities of the Corporation immediately prior to such merger or consolidation do not continue to represent, or are not converted into, more than 50% of the combined voting power of the then outstanding voting securities of the Person resulting from such merger or consolidation or, if the surviving company is a Subsidiary, the ultimate parent thereof.

Notwithstanding the foregoing, a “Change of Control” shall not be deemed to have occurred by virtue of the consummation of any transaction or series of integrated transactions immediately following which the record holders of the Class A Common Stock, Class C Common Stock, preferred stock and/or any other class or classes of capital stock of the Corporation immediately prior to such transaction or series of transactions continue to have substantially the same proportionate ownership in and voting control over, and own substantially all of the shares of, an entity which owns all or substantially all of the assets of the Corporation immediately following such transaction or series of transactions.

“Class C Common Stock” means the shares of the Corporation’s Class C Common Stock, par value $0.0001 per share.

“Code” means the U.S. Internal Revenue Code of 1986, as amended.

“Control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or other agreement.

“Corporation” is defined in the preamble to this Agreement.

“Corporation Letter” means a letter prepared by the Corporation in connection with the performance of its obligations under this Agreement, which states that the relevant Schedules, notices or other information to be provided by the Corporation to the Members, along with all supporting schedules and work papers, were prepared in a manner that is consistent with the terms of this Agreement and, to the extent not expressly provided in this Agreement, on a reasonable basis in light of the facts and law in existence on the date such Schedules, notices or other information were delivered by the Corporation to the Members.

“Covered Person” is defined in Section 7.16 of this Agreement.

“Covered Tax Benefit” is defined in Section 3.3(a) of this Agreement.

“Covered Taxes” means any and all U.S. federal, state, local and foreign taxes, assessments or similar charges that are based on or measured with respect to net income or profits and any interest related thereto.

“Credit Event” means: (a) an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of the Corporation, the Partnership or any of their Subsidiaries or their debts, or of a substantial part of their assets, under any federal, state or non-U.S. bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Corporation, the Partnership or any of their Subsidiaries or for a substantial part of their assets, and, in any such case, such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered; (b) the Corporation, the Partnership or any of their Subsidiaries shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any federal, state or non-U.S. bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in clause (a) above, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Corporation, the Partnership or any of their Subsidiaries or for a substantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors or (vi) take any action for the purpose of effecting any of the foregoing; or (c) the Corporation, the Partnership or any of their Subsidiaries engages in any other action or fails to take any action that constitutes an ‘event of default’ under any indebtedness or guarantee having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than $30 million if such event of default is not waived by the applicable creditor or cured by the Company within 30 days of its occurrence.

“Credit Event Notice” has the meaning set forth in Section 4.1(d).

“Cumulative Net Realized Tax Benefit” is defined in Section 3.1(b)(iii) of this Agreement.

“Default Rate” means the sum of (i) the Benchmark plus (ii) 400 basis points

“Default Rate Interest” is defined in Section 3.1(b)(viii) of this Agreement.

“Determination” shall have the meaning ascribed to such term in Section 1313(a) of the Code or similar provision of U.S. state tax law, as applicable, or any other event (including the execution of IRS Form 870-AD) that finally and conclusively establishes the amount of any liability for tax.

“Direct Exchange” is defined in the recitals to this agreement.

“Dispute” is defined in Section 7.8(a) of this Agreement.

“Early Termination Agreed Rate” means the Benchmark plus 200 basis points.

“Early Termination Effective Date” means the date of an Early Termination Notice for purposes of determining the Early Termination Payment.

“Early Termination Notice” is defined in Section 4.2 of this Agreement.

“Early Termination Payment” is defined in Section 4.3(b) of this Agreement.

“Early Termination Rate” means the lesser of (i) 5.50 % per annum, compounded annually, and (ii) the Early Termination Agreed Rate.

“Early Termination Reference Date” is defined in Section 4.2 of this Agreement.

“Early Termination Schedule” is defined in Section 4.2 of this Agreement.

“Estimated Tax Benefit Payment” is defined in Section 3.4 of this Agreement.

“Exchange” means any Direct Exchange or Redemption, and the Purchase.

“Exchange Date” means the date of any Exchange.

“Expert” is defined in Section 7.9 of this Agreement.

“Extension Rate Interest” is defined in Section 3.1(b)(viii) of this Agreement.

“Final Payment Date” means any date on which a payment is required to be made pursuant to this Agreement. For the avoidance of doubt, the Final Payment Date in respect of a Tax Benefit Payment is determined pursuant to Section 3.1(a) of this Agreement.

“Holdings” means Grosvenor Holdings, L.L.C., an Illinois limited liability company.

“Hypothetical Tax Liability” means, with respect to any Taxable Year, the hypothetical liability of the Corporation that would arise in respect of Covered Taxes, using the same methods, elections, conventions and similar practices used on the actual relevant Tax Returns of the Corporation but (i) calculating depreciation, amortization, or other similar deductions, or otherwise calculating any items of income, gain, or loss, (A) using the Corporation’s share of the Non-Adjusted Tax Basis as reflected on the Basis Schedule, including amendments thereto for the Taxable Year and (B) without taking into account the Other Tax Assets, and (ii) excluding any deduction attributable to Imputed Interest for the Taxable Year; provided, that for purposes of determining the Hypothetical Tax Liability, the combined tax rate for U.S. state and local Covered Taxes (but not, for the avoidance of doubt, federal Covered Taxes) shall be the Assumed State and Local Tax Rate. For the avoidance of doubt, the Hypothetical Tax Liability shall be determined without taking into account the carryover or carryback of any tax item attributable to Imputed Interest, a Basis Adjustment or Other Tax Assets (or portions thereof); and (ii) the calculation of the Hypothetical Tax Liability shall take into account the federal benefit received by the Corporation with respect to state and local jurisdiction income taxes (with such benefit taking into account the Corporation’s marginal U.S. federal income tax rate for the relevant Taxable Year, the Assumed State and Local Tax Rate, and the deductibility, if any, of state and local jurisdiction income taxes).

“Imputed Interest” is defined in Section 3.1(b)(vi) of this Agreement.

“IRS” means the U.S. Internal Revenue Service.

“Joinder” means a joinder to this Agreement, in form and substance substantially similar to Exhibit A to this Agreement.

“Joinder Requirement” is defined in Section 7.6(b) of this Agreement.

“Partnership Agreement” means that certain Amended and Restated Limited Liability Company Agreement of the Partnership, dated as of the date hereof, as such agreement may be further amended, restated, supplemented and/or otherwise modified from time to time.

“Market Value” means the Common Unit Redemption Price, as defined in the Partnership Agreement, determined as of an Early Termination Date.

“Members” is defined in the recitals to this Agreement.

“Net Tax Benefit” is defined in Section 3.1(b)(ii) of this Agreement.

“Non-Adjusted Tax Basis” means, with respect to any Reference Asset at any time, the tax basis that such asset would have had at such time if no Basis Adjustments had been made.

“Objection Notice” is defined in Section 2.4(a)(i) of this Agreement.

“Other Tax Assets” means all existing tax basis (as of the date of this Agreement) in the Reference Assets (and all depreciation or amortization deductions arising from such tax basis) attributable to any Section 197 Intangible (as such term is used in the Code).

“Over-Allotment Option” is defined in the recitals to this Agreement.

“Parties” means the parties named on the signature pages to this agreement and each additional party that satisfies the Joinder Requirement, in each case with their respective successors and assigns.

“Partnership” is defined in the recitals to this Agreement.

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

“Permitted Holder” is defined in the Partnership Agreement.

“Pre-Exchange Transfer” means any transfer of one or more Units (including upon the death of a Member) (i) that occurs after the date of this Agreement but prior to an Exchange of such Units and (ii) to which Section 743(b) of the Code applies.

“Realized Tax Benefit” is defined in Section 3.1(b)(iv) of this Agreement.

“Realized Tax Detriment” is defined in Section 3.1(b)(v) of this Agreement.

“Reconciliation Dispute” is defined in Section 7.9 of this Agreement.

“Reconciliation Procedures” is defined in Section 2.4(a) of this Agreement.

“Redemption” has the meaning in the recitals to this Agreement.

“Reference Asset” means any tangible or intangible asset of the Partnership or any of its successors or assigns, and whether held directly by the Partnership or indirectly by the Partnership through any entity in which the Partnership now holds or may subsequently hold an ownership interest (but only if such entity is treated as a partnership or disregarded entity or other flow-thru entity for purposes of the applicable tax), at the time of an Exchange. A Reference Asset also includes any asset the tax basis of which is determined, in whole or in part, by reference to the tax basis of an asset that is described in the preceding sentence, including “substituted basis property” within the meaning of Section 7701(a)(42) of the Code.

“Reference Year” means, with respect to an applicable Taxable Year, the most recent prior Taxable Year of the Corporation (i) for which the Corporation has filed its final U.S. state and local income tax returns in respect of such prior Taxable Year, and (ii) for which the final filing of such U.S. state and local income tax returns for such prior Taxable Year was made prior to January 1 of the calendar year that includes the final day of the applicable Taxable Year.

“Schedule” means any of the following: (i) a Basis Schedule, (ii) a Tax Benefit Schedule, or (iii) the Early Termination Schedule, and, in each case, any amendments thereto.

“Senior Obligations” is defined in Section 5.1 of this Agreement.

“SOFR” means for each month (or portion thereof) during any period, an interest rate per annum equal to the rate per annum reported, on the date two Business Days prior to the first Business Day of such month, on the applicable Bloomberg screen page (or other commercially available source providing quotations of SOFR) for the Secured Overnight Financing Rate as published by the Federal Reserve Bank of New York for such month (or portion thereof). In no event will SOFR be less than 0%.

“Subsidiary” means, with respect to any Person and as of the date of any determination, any other Person as to which such Person, owns, directly or indirectly, or otherwise controls, more than 50% of the voting power or other similar interests, or the sole general partner interest, or managing member or similar interest, of such Person.

“Tax Benefit Payment” is defined in Section 3.1(b) of this Agreement.

“Tax Benefit Schedule” is defined in Section 2.3(a) of this Agreement.

“Tax Return” means any return, declaration, report or similar statement filed or required to be filed with respect to taxes (including any attached schedules), including, without limitation, any information return, claim for refund, amended return and declaration of estimated tax.

“Taxable Year” means a taxable year of the Corporation as defined in Section 441(b) of the Code or comparable section of U.S. state or local tax law, as applicable (and, therefore, for the avoidance of doubt, may include a period of less than 12 months for which a Tax Return is made), ending on or after the closing date of this Agreement.

“Taxing Authority” means any national, federal, state, county, municipal, or local government, or any subdivision, agency, commission or authority thereof, or any quasi-governmental body, or any other authority of any kind, exercising regulatory or other authority in relation to tax matters.

“Termination Objection Notice” is defined in Section 4.2 of this Agreement.

“TRA Party Representative” is defined in Section 7.16 of this Agreement.

“Transaction Agreement” means the Transaction Agreement, dated August 2, 2020, by and among the Corporation, DRE, the Members and the other parties thereto.

“Treasury Regulations” means the final, temporary, and (to the extent they can be relied upon) proposed regulations under the Code, as promulgated from time to time (including corresponding provisions and succeeding provisions) as in effect for the relevant taxable period.

“True-Up” is defined in Section 3.4 of this Agreement.

“U.S.” means the United States of America.

“Units” is defined in the recitals to this Agreement.

“Valuation Assumptions” means, as of an Early Termination Effective Date, the assumptions that:

(1) in each Taxable Year ending on or after such Early Termination Effective Date, the Corporation will have taxable income sufficient to fully use the deductions arising from the Basis Adjustments and the Other Tax Assets and the Imputed Interest during such Taxable Year or future Taxable Years (including, for the avoidance of doubt, Basis Adjustments and Imputed Interest that would result from future Tax Benefit Payments that would be paid in accordance with the Valuation Assumptions) in which such deductions would become available;

(2) the U.S. federal income tax rates that will be in effect for each such Taxable Year will be those specified for each such Taxable Year by the Code and other law as in effect on the Early Termination Effective Date and the combined U.S. state and local income tax rates (but not, for the avoidance of doubt, federal income tax rates) for each such Taxable Year shall be the Assumed State and Local Tax Rate for the Taxable Year that includes the Early Termination Effective Date;

(3) all taxable income of the Corporation will be subject to the maximum applicable tax rates for each Covered Tax throughout the relevant period; provided, that the combined tax rate for U.S. state and local income taxes (but not, for the avoidance of doubt, federal income tax) shall be the Assumed State and Local Tax Rate, and, for the avoidance of doubt, the applicable calculations shall take into account the federal benefit received by the Corporation with respect to state and local jurisdiction income taxes (with such benefit taking into account the Corporation’s applicable marginal U.S. federal income tax rate, the Assumed State and Local Tax Rate, and the deductibility, if any, of state and local jurisdiction income taxes);

(4) any loss or disallowed interest or other carryovers generated by any Basis Adjustment or the Other Tax Assets or Imputed Interest (including such Basis Adjustment and Imputed Interest generated as a result of payments under this Agreement) and available as of the Early Termination Effective Date will be used by the Corporation in the earliest year for which such carryover may be used under applicable Law (assuming for this purpose that there will be sufficient income in any such year so as to permit the full utilization of such carryover);

(5) any non-amortizable assets will be disposed of on the fifth anniversary of the Early Termination Effective Date and no other assets are disposed of;

(6) if, on the Early Termination Effective Date, any Member has Units that have not been Exchanged, then such Units shall be deemed to be Exchanged for the Market Value that would be received by such Member if such Units had been Exchanged on the Early Termination Effective Date, and such Member shall be deemed to receive the amount of cash such Member would have been entitled to pursuant to Section 4.3(a) had such Units actually been Exchanged on the Early Termination Effective Date;

(7) any payment obligations pursuant to this Agreement will be satisfied on the date that any Tax Return to which such payment obligation relates is required to be filed excluding any extensions.

Section 1.2 Rules of Construction. Unless otherwise specified herein:

(a) The meanings of defined terms are equally applicable to the singular and plural forms of the defined terms.

(b) For purposes of interpretation of this Agreement:

(i) The words “herein,” “hereto,” “hereof” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision thereof.

(ii) References in this Agreement to a Schedule, Article, Section, clause or sub-clause refer to the appropriate Schedule to, or Article, Section, clause or subclause in, this Agreement.

(iii) References in this Agreement to dollars or “$” refer to the lawful currency of the United States of America.

(iv) The term “including” is by way of example and not limitation.

(v) The term “documents” includes any and all instruments, documents, agreements, certificates, notices, reports, financial statements and other writings, however evidenced, whether in physical or electronic form.

(c) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including.”

(d) Section headings herein are included for convenience of reference only and shall not affect the interpretation of this Agreement.

(e) Unless otherwise expressly provided herein, (a) references to organization documents (including the Partnership Agreement), agreements (including this Agreement) and other contractual instruments shall be deemed to include all subsequent amendments, restatements, extensions, supplements and other modifications thereto, but only to the extent that such amendments, restatements, extensions, supplements and other modifications are permitted hereby; and (b) references to any law (including the Code and the Treasury Regulations) shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such law.

Article II.
Determination of Realized Tax Benefit

Section 2.1 Basis Adjustments; the Partnership 754 Election.

(a) Basis Adjustments. The Parties acknowledge and agree that (A) the Purchase shall and (to the fullest extent permitted by applicable law) each Direct Exchange shall give rise to Basis Adjustments and (B) to the fullest extent permitted by applicable Law, each Redemption using cash or Class A Common Stock contributed to the Partnership by the Corporation shall be treated as a direct purchase of Units by the Corporation from the applicable Member pursuant to Section 707(a)(2)(B) of the Code that shall give rise to Basis Adjustments. In connection with the Purchase, and in connection with any Direct Exchange or any Redemption treated as a taxable direct purchase of Units by the Corporation, the Parties acknowledge and agree that pursuant to applicable law the Corporation’s share of the basis in the Reference Assets shall be increased by the excess, if any, of (A) the sum of (x) the fair market value of Class A Common Stock or the cash transferred to a Member pursuant to an Exchange as payment for the Units (and any other amounts includible in the basis of the Corporation with respect to Units acquired in connection with the Purchase), (y) the amount of payments made pursuant to this Agreement with respect to such Exchange other than amounts treated as Imputed Interest) and (z) the amount of liabilities allocated to the Units acquired pursuant to the Exchange, over (B) the Corporation’s share of the basis of the Reference Assets immediately after the Exchange attributable to the Units acquired, determined in accordance with the regulations under Section 743 of the Code as if each member of the Partnership Group remains in existence as an entity for tax purposes and no member of the Partnership Group made the election provided by Section 754 of the Code. The Parties agree (i) to file (and cause their Affiliates to file) their respective tax returns consistent with the foregoing except as otherwise required by applicable law, (ii) to claim positive Basis Adjustments to the maximum extent permitted by applicable law, and (iii) to the maximum extent permitted by Law, to utilize the Basis Adjustments, Other Tax Assets, and Imputed Interest to reduce the amount of Taxes that the Corporation would otherwise be required to pay.

For the avoidance of doubt, payments made under this Agreement shall not be treated as resulting in a Basis Adjustment to the extent that such payments are treated as Imputed Interest.

(b) Section 754 Election. Throughout the term of this Agreement, the TRA Party Representative shall be entitled to determine which members of the Partnership Group will have in effect an election under Section 754 of the Code, and the Corporation shall cause to be taken any actions required to make any such elections.

Section 2.2 Basis Schedules. Within ninety (90) calendar days after the filing of the U.S. federal income Tax Return of the Corporation for each relevant Taxable Year, the Corporation shall deliver to the TRA Party Representative a schedule (the “Basis Schedule”) that shows, in reasonable detail as necessary in order to understand the calculations performed under this Agreement: (a) the Basis Adjustments with respect to the Reference Assets as a result of the relevant Exchanges effected in such Taxable Year, (b) the period (or periods) over which each Basis Adjustment is amortizable and/or depreciable, (c) the Other Tax Assets that remain and may give rise to payments pursuant to the terms of this Agreement and (d) the period (or periods) over which such Other Tax Assets may be utilized. The Basis Schedule will become final and binding on the Parties pursuant to the procedures set forth in Section 2.4(a) and may be amended by the Parties pursuant to the procedures set forth in Section 2.4(b).

Section 2.3 Tax Benefit Schedules.

(a) Tax Benefit Schedule. Within ninety (90) calendar days after the filing of the U.S. federal income Tax Return of the Corporation for any Taxable Year in which there is a Realized Tax Benefit or Realized Tax Detriment, the Corporation shall provide to the TRA Party Representative a schedule (developed in consultation with the Advisory Firm) showing, in reasonable detail, the calculation of the Realized Tax Benefit or Realized Tax Detriment for such Taxable Year (a “Tax Benefit Schedule”). The Tax Benefit Schedule will become final and binding on the Parties pursuant to the procedures set forth in Section 2.4(a), and may be amended by the Parties pursuant to the procedures set forth in Section 2.4(b).

(b) Applicable Principles. Subject to the provisions of this Agreement, the Realized Tax Benefit or Realized Tax Detriment for each Taxable Year is intended to measure the decrease or increase in the actual liability of the Corporation for Covered Taxes for such Taxable Year attributable to the Basis Adjustments, Other Tax Assets, Imputed Interest as determined using a “with and without” methodology described in Section 2.4(a). Carryovers or carrybacks of any Tax item attributable to any Basis Adjustment, Other Tax Asset, or Imputed Interest shall be considered to be subject to the rules of the Code and the Treasury Regulations or the appropriate provisions of U.S. state or local tax law, as applicable, governing the use, limitation and expiration of carryovers or carrybacks of the relevant type. If a carryover or carryback of any Tax item includes a portion that is attributable to a Basis Adjustment, Other Tax Asset, or Imputed Interest (a “TRA Portion”) and another portion that is not (a “Non-TRA Portion”), such portions shall be considered to be used in accordance with the “with and without” methodology so that the amount of any Non-TRA Portion is deemed utilized first, followed by the amount of any TRA Portion (with the TRA Portion being applied on a proportionate basis consistent with the provisions of Section 3.3(a)); but provided that, in the case of a carryback of a Non-TRA Portion, such carryback shall not affect the original “with and without” calculation made in the prior Taxable Year. The Parties agree that (i) all Tax Benefit Payments (other than Imputed Interest) attributable to an Exchange will to the extent permitted by applicable law (A) be treated as subsequent upward purchase price adjustments that give rise to further Basis Adjustments for the Corporation in respect of an applicable Exchange and (B) have the effect of creating additional Basis Adjustments for the Corporation in the year of payment, and (ii) as a result, such additional Basis Adjustments will be incorporated into the current Taxable Year continuing until any incremental current Taxable Year benefits equal an immaterial amount.

Section 2.4 Procedures; Amendments.

(a) Procedures. Each time the Corporation delivers an applicable Schedule to the TRA Party Representative under this Agreement, including any Amended Schedule delivered pursuant to Section 2.4(b), but excluding any Early Termination Schedule or amended Early Termination Schedule delivered pursuant to the procedures set forth in Section 4.2, the Corporation shall also: (x) deliver supporting schedules and work papers, as determined by the Corporation or as reasonably requested by the TRA Party Representative that provide a reasonable level of detail regarding the data and calculations that were relevant for purposes of preparing the Schedule; (y) deliver a Corporation Letter supporting such Schedule; and (z) allow the TRA Party Representative and its advisors to have reasonable access to the appropriate representatives, as determined by the Corporation or as reasonably requested by TRA Party Representative at the Corporation and the Advisory Firm in connection with a review of such Schedule. Without limiting the generality of the preceding sentence, the Corporation shall ensure that any Tax Benefit Schedule that is delivered to the TRA Party Representative, along with any supporting schedules and work papers, provides a reasonably detailed presentation of the calculation of the actual liability of the Corporation for Covered Taxes (the “with” calculation) and the Hypothetical Tax Liability of the Corporation (the “without” calculation), and identifies any material assumptions or operating procedures or principles that were used for purposes of such calculations. An applicable Schedule or amendment thereto shall become final and binding on the Parties thirty (30) calendar days from the date on which the TRA Party Representative first received the applicable Schedule or amendment thereto unless:

(i) the TRA Party Representative within thirty (30) calendar days after receiving the applicable Schedule or amendment thereto, provides the Corporation with written notice of a material objection to such Schedule that is made in good faith and that sets forth in reasonable detail the TRA Party Representative’s material objection (an “Objection Notice”) or

(ii) the TRA Party Representative provides a written waiver of its right to deliver an Objection Notice within the time period described in clause (i) above, in which case such Schedule or amendment thereto becomes binding on the date the waiver from the TRA Party Representative is received by the Corporation.

In the event that the TRA Party Representative timely delivers an Objection Notice pursuant to clause (i) above, and if the Parties, for any reason, are unable to successfully resolve the issues raised in the Objection Notice within thirty (30) calendar days after receipt by the Corporation of the Objection Notice, the Corporation and the TRA Party Representative, shall employ the reconciliation procedures as described in Section 7.9 of this Agreement (the “Reconciliation Procedures”).

(b) Amended Schedule. The applicable Schedule for any Taxable Year may be amended from time to time by the Corporation: (i) in connection with a Determination affecting such Schedule; (ii) to correct inaccuracies in the Schedule identified as a result of the receipt of additional factual information relating to a Taxable Year after the date the Schedule was originally provided to the TRA Party Representative, as applicable; (iii) to comply with an Expert’s determination under the Reconciliation Procedures applicable to this Agreement; (iv) to reflect a change in the Realized Tax Benefit or Realized Tax Detriment for such Taxable Year attributable to a carryback or carryforward of a loss or other Tax item to such Taxable Year; (v) to reflect a change in the Realized Tax Benefit or Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year; or (vi) to adjust a Basis Schedule to take into account any Tax Benefit Payments made pursuant to this Agreement (any such Schedule, an “Amended Schedule”).

Article III.
Tax Benefit Payments

Section 3.1 Timing and Amount of Tax Benefit Payments.

(a) Timing of Payments. Except as provided in Sections 3.4 and subject to Sections 3.2 and 3.3, within three (3) Business Days following the date on which each Tax Benefit Schedule that is required to be delivered by the Corporation to the TRA Party Representative pursuant to Section 2.3(a) of this Agreement becomes final in accordance with Section 2.4(a) of this Agreement, the Corporation shall pay to each relevant Member the Tax Benefit Payment as determined pursuant to Section 3.1(b). Each such Tax Benefit Payment shall be made by wire transfer of immediately available funds to the bank account previously designated by such Members or as otherwise agreed by the Corporation and such Members. For the avoidance of doubt, the Members shall not be required under any circumstances to return any portion of any Tax Benefit Payment previously paid by the Corporation to the Members (including any portion of any Estimated Tax Benefit Payment or any Early Termination Payment).

(b) Amount of Payments. For purposes of this Agreement, a “Tax Benefit Payment” with respect to any Member means an amount, not less than zero, equal to the sum of: (i) the portion of the Net Tax Benefit that is Attributable to such Member (including Imputed Interest calculated in respect of such amount); and (ii) the Actual Interest Amount with respect to the Net Tax Benefit described in (i).

(i) Attributable. A Net Tax Benefit is “Attributable” to (i) subject to clause (ii) that follows, a Member to the extent that it is derived from any Basis Adjustment or Imputed Interest that is attributable to an Exchange undertaken by or with respect to such Member; or (ii) to Holdings to the extent that it is derived from (A) any Basis Adjustment (including Basis Adjustments attributable to all amounts expended by the Corporation in connection with the Purchase) or Imputed Interest, which is attributable to the Purchase, or (B) any Other Tax Asset (or any Imputed Interest with respect to such Other Tax Asset).

(ii) Net Tax Benefit. The “Net Tax Benefit” for a Taxable Year equals the amount of the excess, if any, of (x) 85% of the Cumulative Net Realized Tax Benefit as of the end of such Taxable Year over (y) the aggregate amount of all Tax Benefit Payments previously made under this Section 3.1. For the avoidance of doubt, if the Cumulative Net Realized Tax Benefit as of the end of any Taxable Year is less than the aggregate amount of all Tax Benefit Payments previously made, no Member shall be required to return any portion of any Tax Benefit Payment previously made by the Corporation to such Member.

(iii) Cumulative Net Realized Tax Benefit. The “Cumulative Net Realized Tax Benefit” for a Taxable Year equals the cumulative amount of Realized Tax Benefits for all Taxable Years of the Corporation, up to and including such Taxable Year, net of the cumulative amount of Realized Tax Detriments for the same period. The Realized Tax Benefit and Realized Tax Detriment for each Taxable Year shall be determined based on the most recent Tax Benefit Schedule or Amended Schedule, if any, in existence at the time of such determination.

(iv) Realized Tax Benefit. The “Realized Tax Benefit” for a Taxable Year equals the excess, if any, of the Hypothetical Tax Liability over the actual liability of the Corporation for Covered Taxes; provided, that for purposes of determining the Hypothetical Tax Liability and actual liability of the Corporation for Covered Taxes, the Corporation shall use the Assumed State and Local Tax Rate for purposes of determining such liabilities for all state and local Covered Taxes. For the avoidance of doubt, the calculation of the Hypothetical Tax Liability and the actual liability of the Corporation for Covered Taxes shall take into account the federal benefit received by the Corporation with respect to state and local jurisdiction income taxes (with such benefit taking into account the Corporation’s marginal U.S. federal income tax rate for the relevant Taxable Year, the Assumed State and Local Tax Rate, and the deductibility, if any, of state and local jurisdiction income taxes). If all or a portion of the actual liability for such Covered Taxes for the Taxable Year arises as a result of an audit by a Taxing Authority of any Taxable Year, such liability shall not be included in determining the Realized Tax Benefit unless and until there has been a Determination.

(v) Realized Tax Detriment. The “Realized Tax Detriment” for a Taxable Year equals the excess, if any, of the actual liability of the Corporation for Covered Taxes over the Hypothetical Tax Liability for such Taxable Year; provided, that for purposes of determining the Hypothetical Tax Liability and actual liability of the Corporation for Covered Taxes, the Corporation shall use the Assumed State and Local Tax Rate for purposes of determining such liabilities for all state and local Covered Taxes. For the avoidance of doubt, the calculation of the Hypothetical Tax Liability and the actual liability of the Corporation for Covered Taxes shall take into account the federal benefit received by the Corporation with respect to state and local jurisdiction income taxes (with such benefit taking into account the Corporation’s marginal U.S. federal income tax rate for the relevant Taxable Year, the Assumed State and Local Tax Rate, and the deductibility, if any, of state and local jurisdiction income taxes). If all or a portion of the actual liability for such Covered Taxes for the Taxable Year arises as a result of an audit by a Taxing Authority of any Taxable Year, such liability shall not be included in determining the Realized Tax Detriment unless and until there has been a Determination.

(vi) Imputed Interest. The parties acknowledge that the principles of Sections 1272, 1274, or 483 of the Code, as applicable, and the principles of any similar provision of U.S. state and local law, will, as applicable, apply to cause a portion of payments by the Corporation to a Member under this Agreement (including, as applicable, a portion of amounts characterized as Extension Rate Interest and Default Rate Interest) to be treated as imputed interest (“Imputed Interest”). For the avoidance of doubt, the deduction for the amount of Imputed Interest as determined with respect to any payments hereunder made by the Corporation to a Member shall be excluded in determining the Hypothetical Tax Liability of the Corporation for purposes of calculating Realized Tax Benefits and Realized Tax Detriments pursuant to this Agreement.

(vii) Actual Interest Amount. The “Actual Interest Amount” calculated in respect of the Net Tax Benefit for a Taxable Year will equal, subject to Section 3.4, interest calculated at the Agreed Rate from the due date (without taking into account extensions) for filing the U.S. federal income Tax Return of the Corporation for such Taxable Year until the date on which the Corporation makes a timely Tax Benefit Payment to the Member on or before the Final Payment Date as determined pursuant to Section 3.1(a).

(viii) Default Rate Interest. In the event that the Corporation does not make timely payment of all or any portion of a Tax Benefit Payment to a Member on or before the Final Payment Date as determined pursuant to Section 3.1(a), the amount of “Default Rate Interest” calculated in respect of the Tax Benefit Payment (including previously accrued Imputed Interest and Extension Rate Interest) for a Taxable Year will equal interest calculated at the Default Rate from the Final Payment Date for a Tax Benefit Payment as determined pursuant to Section 3.1(a) until the date on which the Corporation makes such Tax Benefit Payment to such Member.

(ix) The Corporation and the Members hereby acknowledge and agree that, as of the date of this Agreement and as of the date of any future Exchange that may be subject to this Agreement, the aggregate value of the Tax Benefit Payments cannot be reasonably ascertained for U.S. federal income or other applicable tax purposes. Notwithstanding anything to the contrary in this Agreement, unless a Member notifies the Corporation otherwise or specifies a different applicable percentage at the time of the Exchange, the stated maximum selling price (within the meaning of Treasury Regulation 15A.453-1(c)(2)) with respect to any Exchange by such Member (including for purposes of this Agreement (i) any Exchange undertaken by a Member after the date of this Agreement; and (ii) the sale of equity interests in the Partnership by Holdings in connection with the Purchase, but not including the sale of the option (the “Option”) to acquire equity interests of the Partnership in connection with the Purchase) shall be an amount equal to 150% of the amount of the initial consideration received in connection with such Exchange (which, for the avoidance of doubt, shall include the amount of any cash and the fair market value of any Class A Common Stock received in such Exchange and shall exclude the fair market value of any Tax Benefit Payments) and the amount of the initial consideration received in connection with such Exchange and the aggregate Tax Benefit Payments to such Member in respect of such Exchange (other than amounts accounted for as interest under the Code) shall not exceed such stated maximum selling price. Notwithstanding the foregoing, with respect to the sale of the Option, the stated maximum selling price shall be an amount equal to 180% of the sum of the Option Consideration and the Option Exercise Price (in each case, as such terms are used in the Transaction Agreement, and provided that the parties agree to treat all Tax Benefit Payments that are attributable to Basis Adjustments or Imputed Interest with respect to the acquisition of Partnership equity pursuant to the Option, and all Tax Benefit Payments attributable to the Other Tax Assets (or any Imputed interest with respect to the Other Tax Assets), as allocable to the sale of the Option).

(c) Interest. The provisions of Section 3.1(b) are intended to operate so that interest will effectively accrue in respect of the Net Tax Benefit for any Taxable Year as follows:

(i) first, at the applicable rate used to determine the amount of Imputed Interest under the Code (from the relevant Exchange Date until the due date (without taking into account extensions) for filing the U.S. federal income Tax Return of the Corporation for such Taxable Year and, if required under applicable law, through the Final Payment Date for a Tax Benefit Payment as determined pursuant to Section 3.1(a));

(ii) second, at the Agreed Rate in respect of any Extension Rate Interest (from the due date (without taking into account extensions) for filing the U.S. federal income Tax Return of the Corporation for such Taxable Year until the Final Payment Date for a Tax Benefit Payment as determined pursuant to Section 3.1(a)); and

(iii) third, at the Default Rate in respect of any Default Rate Interest (from the Final Payment Date for a Tax Benefit Payment as determined pursuant to Section 3.1(a) until the date on which the Corporation makes the relevant Tax Benefit Payment to a Member).

Section 3.2 No Duplicative Payments. It is intended that the provisions of this Agreement will not result in the duplicative payment of any amount (including interest) that may be required under this Agreement, and the provisions of this Agreement shall be consistently interpreted and applied in accordance with that intent. For purposes of this Agreement, and also for the avoidance of doubt, no Tax Benefit Payment shall be required to be calculated or made in respect of any estimated tax payments, including, without limitation, any estimated U.S. federal income tax payments.

Section 3.3 Pro-Ration of Payments as Between the Members.

(a) Insufficient Taxable Income. Notwithstanding anything in Section 3.1(b) to the contrary, if the aggregate potential depreciation, amortization or other deductions in respect of the Basis Adjustments, Other Tax Assets and Imputed Interest for purposes of determining the Corporation’s liability for Covered Taxes (the “Covered Tax Benefit”) is limited in a particular Taxable Year because the Corporation does not have sufficient actual taxable income, then the available Covered Tax Benefit for the Corporation shall be allocated among the Members in proportion to the respective Tax Benefit Payment that would have been payable if the Corporation had in fact had sufficient taxable income so that there had been no such limitation. As an illustration of the intended operation of this Section 3.3(a), if the Corporation had $200 of aggregate potential Covered Tax Benefits in a particular Taxable Year (with $50 of such Covered Tax Benefits being attributable to Member 1 and $150 of such Covered Tax Benefits being attributable to Member 2), such that Member 1 would have potentially been entitled to a Tax Benefit Payment of $10.62 and Member 2 would have been entitled to a Tax Benefit Payment of $31.87 if the Corporation had $200 of actual taxable income (assuming for purposes of illustration a 25% composite tax rate), and if the Corporation in fact only had $100 of actual taxable income in such Taxable Year, then $25 of the aggregate $100 actual Covered Tax Benefit for the Corporation for such Taxable Year would be allocated to Member 1 and $75 of the aggregate $100 actual Covered Tax benefit for the Corporation would be allocated to Member 2, such that Member 1 would receive a Tax Benefit Payment of $5.31 and Member 2 would receive a Tax Benefit Payment of $15.94. Notwithstanding anything to the contrary in Section 3.1(b), in no event will the aggregate of the portions of the Net Tax Benefit that are “Attributable” to the Members exceed 100% of the Net Tax Benefit. .

(b) Late Payments. If for any reason the Corporation is not able to timely and fully satisfy its payment obligations under this Agreement in respect of a particular Taxable Year, then Default Rate Interest will begin to accrue pursuant to Section 5.2 and the Corporation and other Parties agree that (i) the Corporation shall pay the Tax Benefit Payments due in respect of such Taxable Year to each Member pro rata in proportion to the amount of such Tax Benefit Payments, without favoring one obligation over the other, and (ii) no Tax Benefit Payment shall be made in respect of any Taxable Year until all Tax Benefit Payments to all Members in respect of all prior Taxable Years have been made in full.

Section 3.4 Optional Estimated Tax Benefit Payment Procedure. As long as the Corporation is current in respect of its payment obligations owed to each Member pursuant to this Agreement and there are no delinquent Tax Benefit Payments (including interest thereon) outstanding in respect of prior Taxable Years for any Member, the Corporation may, at any time on or after the due date (without taking into account extensions) for filing the U.S. federal income Tax Return of the Corporation for a Taxable Year and at the Corporation’s option, in its sole discretion, make one or more estimated payments to the Members in respect of any anticipated amounts to be owed with respect to a Taxable Year to the Members pursuant to Section 3.1 of this Agreement (any such estimated payments referred to as an “Estimated Tax Benefit Payment”); provided that any Estimated Tax Benefit Payment made to a Member pursuant to this Section 3.4 is matched by a proportionately equal Estimated Tax Benefit Payment to all other Members then entitled to a Tax Benefit Payment. Any Estimated Tax Benefit Payment made under this Section 3.4 shall be paid by the Corporation to the Members and applied against the final amount of any Tax Benefit Payment to be made pursuant to Section 3.1. The payment of an Estimated Tax Benefit Payment by the Corporation to the Members pursuant to this Section 3.4 shall also terminate the obligation of the Corporation to make payment of any Extension Rate Interest that might have otherwise accrued after the date of the Estimated Tax Benefit Payment with respect to the proportionate amount of the Tax Benefit Payment that is being paid in advance of the applicable Tax Benefit Schedule being finalized pursuant to Section 2.4. Upon the making of any Estimated Tax Benefit Payment pursuant to this Section 3.4, the amount of such Estimated Tax Benefit Payment shall first be applied to any estimated Extension Rate Interest, then to Imputed Interest, and then applied to the remaining residual amount of the Tax Benefit Payment to be made pursuant to Section 3.1. In determining the final amount of any Tax Benefit Payment to be made pursuant to Section 3.1, and for purposes of finalizing the Tax Benefit Schedule pursuant to Section 2.4, the amount of any Estimated Tax Benefit Payments that may have been made with respect to the Taxable Year shall be increased, if the finally determined Tax Benefit Payment for a Taxable Year exceeds the Estimated Tax Benefit Payments made for such Taxable Year, with such increase being paid by the Corporation to the Members along with an appropriate amount of Extension Rate Interest in respect of the amount of such increase (a “True-Up”). If the Estimated Tax Benefit Payment for a Taxable Year exceeds the finally determined Tax Benefit Payment for such Taxable Year, such excess, shall be applied to reduce the amount of any subsequent future Tax Benefit Payments (including Estimated Tax Benefit Payments, if any) to be paid by the Corporation to such Member. As of the date on which any Estimated Tax Benefit Payments are made, and as of the date on which any True-Up is made, all such payments shall be made in the same manner and subject to the same terms and conditions as otherwise contemplated by Section 3.1 and all other applicable terms of this Agreement. For the avoidance of doubt, as is the case with Tax Benefit Payments made by the Corporation to the Members pursuant to Section 3.1, (i) the amount of any Estimated Tax Benefit Payments made pursuant to this Section 3.4 that are attributable to an Exchange shall also be treated, in part, as subsequent upward purchase price adjustments that give rise to Basis Adjustments in the Taxable Year of payment to the extent permitted by applicable law and as of the date on which such payments are made (exclusive of any amounts treated as Imputed Interest); and (ii) the amount of any Estimated Tax Benefit Payments made pursuant to this Section 3.4 that are attributable to the Purchase (including for this purpose all such payments attributable to the Other Tax Assets) shall be treated, in part, as subsequent upward purchase price adjustments that give rise to Basis Adjustments in the Taxable Year of payment to the extent permitted by applicable law and as of the date such payments are made (exclusive of any amounts treated as Imputed Interest).

Article IV.
Termination

Section 4.1 Early Termination of Agreement; Breach of Agreement.

(a) Corporation’s Early Termination Right. The Corporation may completely terminate this Agreement, as and to the extent provided herein, with respect to all amounts payable to the Members pursuant to this Agreement by paying to the Members the Early Termination Payments; provided that Early Termination Payments may be made pursuant to this Section 4.1(a) only if made to all Members that are entitled to such a payment simultaneously, and provided further, that the Corporation may withdraw any notice to execute its termination rights under this Section 4.1(a) prior to the time at which any Early Termination Payment has been paid. Upon the Corporation’s payment of the Early Termination Payment, the Corporation shall not have any further payment obligations under this Agreement, other than with respect to any: (i) prior Tax Benefit Payments that are due and payable under this Agreement but that still remain unpaid as of the date of the Early Termination Notice; and (ii) current Tax Benefit Payment due for the Taxable Year ending on or including the date of the Early Termination Notice (except to the extent that the amount described in clause (ii) is included in the calculation of the Early Termination Payment). If an Exchange subsequently occurs with respect to Units for which the Corporation has exercised its termination rights under this Section 4.1(a) and paid all amounts owed in connection with the exercise of such rights, the Corporation shall have no obligations under this Agreement with respect to such Exchange.

(b) Acceleration Upon Change of Control. In the event of a Change of Control, all obligations hereunder shall be accelerated and such obligations shall be calculated pursuant to this Article IV as if an Early Termination Notice had been delivered on the closing date of the Change of Control and utilizing the Valuation Assumptions by substituting the phrase “the closing date of a Change of Control” in each place where the phrase “Early Termination Effective Date” appears. Such obligations shall include, but not be limited to, (1) the Early Termination Payment calculated as if an Early Termination Notice had been delivered on the closing date of the Change of Control, (2) any Tax Benefit Payments agreed to by the Corporation and the Members as due and payable but unpaid as of the Early Termination Notice and (3) any Tax Benefit Payments due for any Taxable Year ending prior to, with or including the closing date of a Change of Control (except to the extent that any amounts described in clauses (2) or (3) are included in the Early Termination Payment). For the avoidance of doubt, Sections 4.2 and 4.3 shall apply to a Change of Control, mutadis mutandi.

(c) Acceleration Upon Breach of Agreement. In the event that the Corporation materially breaches any of its material obligations under this Agreement, whether as a result of failure to make any payment when due, failure to honor any other material obligation required hereunder, or by operation of law as a result of the rejection of this Agreement in a case commenced under the Bankruptcy Code or otherwise, at the option of the TRA Party Representative, all obligations hereunder shall be accelerated and become immediately due and payable (provided that in the case of any proceeding under the Bankruptcy Code or other insolvency statute, such acceleration shall be automatic without any such notice), and such obligations shall be calculated as if an Early Termination Notice had been delivered on the date of such notice of acceleration (or, in the case of any proceeding under the Bankruptcy Code or other insolvency statute, on the date of such breach) and shall include, but not be limited to: (i) the Early Termination Payment calculated as if an Early Termination Notice had been delivered on the date of such acceleration; (ii) any prior Tax Benefit Payments that are due and payable under this Agreement but that still remain unpaid as of the date of such acceleration; and (iii) any current Tax Benefit Payment due for the Taxable Year ending with or including the date of such acceleration (except to the extent included in the Early Termination Payment). Notwithstanding the foregoing, in the event that the Corporation breaches this Agreement and such breach is not a material breach of a material obligation, a Member shall still be entitled to enforce all of its rights otherwise available under this Agreement, excluding, for the avoidance of doubt, seeking an acceleration of amounts payable under this Agreement. For purposes of this Section 4.1(c), and subject to the following sentence, the Parties agree that the failure to make any payment due pursuant to this Agreement within sixty (60) days of the relevant Final Payment Date shall be deemed to be a material breach of a material obligation under this Agreement for all purposes of this Agreement, and that it will not be considered to be a material breach of a material obligation under this Agreement to make a payment due pursuant to this Agreement within sixty (60) days of the relevant Final Payment Date. Notwithstanding anything in this Agreement to the contrary, it shall not be a material breach of a material obligation of this Agreement if the Corporation fails to make any Tax Benefit Payment within sixty (60) days of the relevant Final Payment Date to the extent that the Corporation has insufficient funds or cannot make such payment as a result of obligations imposed in connection with the Senior Obligations or under applicable law, and cannot obtain sufficient funds to make such payments by taking commercially reasonable actions; provided that the interest provisions of Section 5.2 shall apply to such late payment (unless the Corporation does not have sufficient funds to make such payment as a result of limitations imposed by any Senior Obligations, in which case Section 5.2 shall apply, but the Default Rate shall be replaced by the Agreed Rate); and further provided that such payment obligation shall nonetheless accrue for the benefit of the Members and the Corporation shall make such payment at the first opportunity that it has sufficient funds and is otherwise able to make such payment.

(d) In the event that the Corporation or the Partnership becomes aware than an event described in clause (c) of the definition of Credit Event exists, such person shall provide notice to the TRA Party Representative of such fact (the “Credit Event Notice”). In the event that the Credit Event described in clause (c) of the definition of Credit Event is not cured within ten days of delivery of such Credit Event Notice or upon the occurrence of an event described in clauses (a) or (b) in the definition of Credit Event, then at the option of the TRA Party Representative, all obligations hereunder shall be accelerated and become immediately due and payable, and such obligations shall be calculated as if an Early Termination Notice had been delivered on the date of the Credit Event and shall include, but not be limited to, (i) the Early Termination Payment calculated as if an Early Termination Notice had been delivered on the date of the Credit Event; (ii) any prior Tax Benefit Payments that are due and payable under this Agreement but that still remain unpaid as of the date of such acceleration; and (iii) any Tax Benefit Payment due for the Taxable Year ending with or including such date (except to the extent that such amount is included in the Early Termination Payment).

Section 4.2 Early Termination Notice. If the Corporation chooses to exercise its right of early termination under Section 4.1 above, the Corporation shall deliver to the TRA Party Representative a notice of the Corporation’s decision to exercise such right (an “Early Termination Notice”) and a schedule developed in consultation with the Advisory Firm (the “Early Termination Schedule”) showing in reasonable detail the calculation of the Early Termination Payment. The Corporation shall also (x) deliver to the TRA Party Representative supporting schedules and work papers, as determined by the Corporation or as reasonably requested by the TRA Party Representative, that provide a reasonable level of detail regarding the data and calculations that were relevant for purposes of preparing the Early Termination Schedule; (y) deliver to the TRA Party Representative a Corporation Letter supporting such Early Termination Schedule; and (z) allow the TRA Party Representative and its advisors to have reasonable access to the appropriate representatives, as determined by the Corporation or as reasonably requested by the TRA Party Representative at the Corporation and the Advisory Firm in connection with a review of such Early Termination Schedule. The Early Termination Schedule shall become final and binding on each Party thirty (30) calendar days from the first date on which the TRA Party Representative received such Early Termination Schedule unless:

(i) the TRA Party Representative within thirty (30) calendar days after receiving the Early Termination Schedule, provides the Corporation with (A) notice of a material objection to such Early Termination Schedule made in good faith and setting forth in reasonable detail the TRA Party Representative’s material objection (a “Termination Objection Notice”) and (B) a letter from an Advisory Firm (that is different from the Advisory Firm that was used by the Corporation to prepare the Early Termination Schedule) in support of such Termination Objection Notice; or

(ii) the TRA Party Representative provides a written waiver of such right of a Termination Objection Notice within the period described in clause (i) above, in which case such Early Termination Schedule becomes binding on the date the waiver from the TRA Party Representative is received by the Corporation.

In the event that the TRA Party Representative timely delivers a Termination Objection Notice pursuant to clause (i) above, and if the Parties, for any reason, are unable to successfully resolve the issues raised in the Termination Objection Notice within thirty (30) calendar days after receipt by the Corporation of the Termination Objection Notice, the Corporation and the TRA Party Representative shall employ the Reconciliation Procedures. The date on which the Early Termination Schedule becomes final in accordance with this Section 4.2 shall be the “Early Termination Reference Date.”

Section 4.3 Payment Upon Early Termination.

(a) Timing of Payment. Within three (3) Business Days after the Early Termination Reference Date, the Corporation shall pay to each Member an amount equal to the Early Termination Payment for such Member. Such Early Termination Payment shall be made by the Corporation by wire transfer of immediately available funds to a bank account or accounts designated by the Members or as otherwise agreed by the Corporation and the Members.

(b) Amount of Payment. The “Early Termination Payment” payable to a Member pursuant to Section 4.3(a) shall equal the present value, discounted at the Early Termination Rate as determined as of the Early Termination Reference Date, of all Tax Benefit Payments that would be required to be paid by the Corporation to such Member, whether payable with respect to Units that were Exchanged prior to the Early Termination Effective Date or on or after the Early Termination Effective Date, beginning from the Early Termination Effective Date and using the Valuation Assumptions.

Article V.
Subordination and Late Payments

Section 5.1 Subordination. Notwithstanding any other provision of this Agreement to the contrary, any Tax Benefit Payment or Early Termination Payment required to be made by the Corporation to the Members under this Agreement shall rank subordinate and junior in right of payment to any principal, interest, or other amounts due and payable in respect of any obligations owed in respect of secured or unsecured indebtedness for borrowed money of the Corporation (such obligations of the Corporation, along with any such obligations in respect of secured or unsecured indebtedness for borrowed money of the Corporation or the Partnership or their Subsidiaries, “Senior Obligations”) and shall rank pari passu in right of payment with all current or future unsecured obligations of the Corporation that are not Senior Obligations. To the extent that any payment under this Agreement is not permitted to be made at the time payment is due as a result of this Section 5.1 and the terms of the agreements governing Senior Obligations, such payment obligation nevertheless shall accrue for the benefit of the Members and the Corporation shall make such payments at the first opportunity that such payments are permitted to be made in accordance with the terms of the Senior Obligations. The Corporation and the Partnership shall not, and shall cause their Subsidiaries to not, without the prior written consent of the TRA Party Representative (not to be unreasonably withheld, conditioned or delayed) enter into or amend the terms of any financing agreement or Senior Obligations if the terms of such agreement or amendment would further restrict (beyond the restrictions applicable in financing agreements as of the date of this Agreement) the Corporation’s ability to make payments owed under the terms of this Agreement (including as a result of any restriction on the ability of the Corporation’s Subsidiaries to make distributions or other payments to the Corporation to fund amounts payable under this Agreement).

Section 5.2 Late Payments by the Corporation. Except as otherwise provided in this Agreement, the amount of all or any portion of any Tax Benefit Payment or Early Termination Payment not made to the Members when due under the terms of this Agreement, whether as a result of Section 5.1 and the terms of the Senior Obligations or otherwise, shall be payable together with any interest thereon, computed at the Default Rate and commencing from the Final Payment Date on which such Tax Benefit Payment or Early Termination Payment was first due and payable to the date of actual payment.

Article VI.
Tax Matters; Consistency; Cooperation

Section 6.1 Participation in the Corporation’s and the Partnership’s Tax Matters. Except as otherwise provided herein, the Corporation shall have full responsibility for, and sole discretion over, all tax matters concerning the Corporation and the Partnership Group, including without limitation the preparation, filing or amending of any Tax Return and defending, contesting or settling any issue pertaining to taxes; provided, however, that, the Corporation shall not settle or fail to contest any issue pertaining to Covered Taxes that is reasonably expected to materially and adversely affect the Members’ rights and obligations under this Agreement without the consent of the TRA Party Representative, such consent not to be unreasonably withheld or delayed. If the TRA Party Representative fails to respond to any notice with respect to the settlement or other disposition of any such issue within fifteen (15) days of its receipt of the applicable notice, the TRA Party Representative shall be deemed to have consented to the proposed settlement or other disposition. Notwithstanding the foregoing, the Corporation shall notify the TRA Party Representative, and keep it reasonably informed with respect to, the portion of any tax audit of the Corporation or the Partnership, or any of their Subsidiaries, the outcome of which is reasonably expected to materially affect amounts payable under this Agreement, and the TRA Party Representative shall have the right to participate in and to monitor any such portion of any such Tax audit. To the extent there is a conflict between this Agreement and the Partnership Agreement as it relates to tax matters concerning Covered Taxes and the Corporation and the Partnership, including preparation, filing or amending of any Tax Return and defending, contesting or settling any issue pertaining to taxes, this Agreement shall control. For the avoidance of doubt, nothing in this Agreement shall limit any rights of Holdings or the other Members under the terms of the Transaction Agreement or the Partnership Agreement.

Section 6.2 Consistency. Except as otherwise required by law, all calculations and determinations made hereunder, including, without limitation, any Basis Adjustments, the determination of deductions arising from Other Tax Assets, the Schedules and the determination of any Realized Tax Benefits or Realized Tax Detriments, shall be made in accordance with the elections, methodologies or positions taken by the Corporation and the Partnership (and their respective Subsidiaries) on their respective Tax Returns. Each Member shall prepare its Tax Returns in a manner that is consistent with the terms of this Agreement, and any related calculations or determinations that are made hereunder, including, without limitation, the terms of Section 2.1 of this Agreement and the Schedules provided to the Members under this Agreement. In the event that an Advisory Firm is replaced with another Advisory Firm, such replacement Advisory Firm shall perform its services under this Agreement using procedures and methodologies consistent with the previous Advisory Firm, unless otherwise required by law or unless the Corporation and the TRA Party Representative agree to the use of other procedures and methodologies.

Section 6.3 Cooperation.

(a) Each Member shall (i) furnish to the Corporation in a timely manner such information, documents and other materials as the Corporation may reasonably request for purposes of making any determination or computation necessary or appropriate under this Agreement, preparing any Tax Return or contesting or defending any audit, examination or controversy with any Taxing Authority, (ii) make itself available to the Corporation and its representatives to provide explanations of documents and materials and such other information as the Corporation or its representatives may reasonably request in connection with any of the matters described in clause (i) above, and (iii) reasonably cooperate in connection with any such matter.

(b) The Corporation shall reimburse the Members for any reasonable and documented out-of-pocket costs and expenses incurred pursuant to Section 6.3(a).

Article VII.
Miscellaneous

Section 7.1 Notices. All notices, requests, consents and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by courier service, by fax, by electronic mail (delivery receipt requested) or by certified or registered mail (postage prepaid, return receipt requested) to the respective Parties at the following addresses (or at such other address for a Party as shall be as specified in a notice given in accordance with this Section 7.1). All notices hereunder shall be delivered as set forth below, or pursuant to such other instructions as may be designated in writing by the Party to receive such notice:

If to the Corporation, to:

Grosvenor Capital Management Holdings, LLLP
900 North Michigan Avenue
Suite 1100
Chicago, Illinois 60611
Email: legal@gcmlp.com
Attention: Legal Department

with a copy (which shall not constitute notice to the Corporation) to:

Latham & Watkins LLP
885 Third Avenue
New York, NY 10022
Attn: Justin G. Hamill
Facsimile: 212-751-4864
E-mail: justin.hamill@lw.com

If to the TRA Party Representative:

c/o Grosvenor Holdings, L.L.C.
900 North Michigan Avenue, Suite 1100
Chicago, IL 60611
Email: legal@gcmlp.com
Attention: Legal Department

with a copy (which shall not constitute notice to TRA Party Representative) to:

Latham & Watkins LLP
885 Third Avenue
New York, NY 10022
Attn: Justin G. Hamill
Facsimile: 212-751-4864
E-mail: justin.hamill@lw.com

Any Party may change its address, fax number or e-mail address by giving each of the other Parties written notice thereof in the manner set forth above.

Section 7.2 Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the Parties and delivered to the other Parties, it being understood that all Parties need not sign the same counterpart. Delivery of an executed signature page to this Agreement by facsimile transmission shall be as effective as delivery of a manually signed counterpart of this Agreement.

Section 7.3 Entire Agreement; No Third Party Beneficiaries. This Agreement constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the Parties with respect to the subject matter hereof. This Agreement shall be binding upon and inure solely to the benefit of each Party hereto and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Section 7.4 Governing Law. This Agreement shall be governed by, and construed in accordance with, the law of the State of Delaware, without regard to the conflicts of laws principles thereof that would mandate the application of the laws of another jurisdiction.

Section 7.5 Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any law or public policy, all other terms and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.

Section 7.6 Assignments; Amendments; Successors; No Waiver.

(a) Assignment. Any Member may assign, sell, pledge, or otherwise alienate or transfer any interest in this Agreement, including the right to receive any Tax Benefit Payments under this Agreement, to any Person without the prior written consent of the Corporation, provided that such Person shall execute and deliver a Joinder agreeing to succeed to the applicable portion of such Member’s interest in this Agreement and to become a Party for all purposes of this Agreement (the “Joinder Requirement”). For the avoidance of doubt, if a Member transfers Units in accordance with the terms of the Partnership Agreement but does not assign to the transferee of such Units its rights under this Agreement with respect to such transferred Units, such Member shall continue to be entitled to receive the Tax Benefit Payments arising in respect of a subsequent Exchange of such Units (and any such transferred Units shall be separately identified, so as to facilitate the determination of Tax Benefit Payments hereunder). The Corporation may not assign any of its rights or obligations under this Agreement to any Person (other than any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Corporation) without the prior written consent of the TRA Party Representative (and any purported assignment without such consent shall be null and void).

(b) Amendments. No provision of this Agreement may be amended unless such amendment is approved in writing by the Corporation and the TRA Party Representative, in which case such amendment shall be permitted. No provision of this Agreement may be waived unless such waiver is in writing and signed by the Party against whom the waiver is to be effective.

(c) Successors. Except as provided in Section 7.6(a), all of the terms and provisions of this Agreement shall be binding upon, and shall inure to the benefit of and be enforceable by, the Parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives. The Corporation shall require and cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Corporation, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporation would be required to perform if no such succession had taken place.

(d) Waiver. No failure by any Party to insist upon the strict performance of any covenant, duty, agreement, or condition of this Agreement, or to exercise any right or remedy consequent upon a breach thereof, shall constitute a waiver of any such breach or any other covenant, duty, agreement, or condition.

Section 7.7 Titles and Subtitles. The titles of the sections and subsections of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement.

Section 7.8 Resolution of Disputes.

(a) Except for Reconciliation Disputes subject to Section 7.9, any and all disputes which cannot be settled amicably, including any ancillary claims of any Party, arising out of, relating to or in connection with the validity, negotiation, execution, interpretation, performance or non-performance of this Agreement (including the validity, scope and enforceability of this arbitration provision) (each a “Dispute”) shall be finally resolved by arbitration in accordance with the International Institute for Conflict Prevention and Resolution Rules for Administered Arbitration (the “Rules”) by three arbitrators, of which the Corporation shall appoint one arbitrator and the Members party to such Dispute shall appoint one arbitrator in accordance with the “screened” appointment procedure provided in Rule 5.4. The arbitration shall be governed by the Federal Arbitration Act, 9 U.S.C. §§ 1 et seq., and judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof. The place of the arbitration shall be Chicago, Illinois.

(b) Notwithstanding the provisions of paragraph (a), any Party may bring an action or special proceeding in any court of competent jurisdiction for the purpose of compelling another Party to arbitrate, seeking temporary or preliminary relief in aid of an arbitration hereunder, and/or enforcing an arbitration award and, for the purposes of this paragraph (b), each Party (i) expressly consents to the application of paragraph (c) of this Section 7.8 to any such action or proceeding, and (ii) agrees that proof shall not be required that monetary damages for breach of the provisions of this Agreement would be difficult to calculate and that remedies at law would be inadequate. For the avoidance of doubt, this Section 7.8 shall not apply to Reconciliation Disputes to be settled in accordance with the procedures set forth in Section 7.9.

(c) Each Party irrevocably consents to service of process by means of notice in the manner provided for in Section 7.1. Nothing in this Agreement shall affect the right of any Party to serve process in any other manner permitted by law.

(d) WAIVER OF RIGHT TO TRIAL BY JURY. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).

(e) In the event the parties are unable to agree whether a dispute between them is a Reconciliation Dispute subject to the dispute resolution procedure set forth in Section 7.9 or a Dispute subject to the dispute resolution procedure set forth in this Section 7.8, such disagreement shall be decided and resolved in accordance with the procedure set forth in this Section 7.8.

Section 7.9 Reconciliation. In the event that the Corporation and the TRA Party Representative are unable to resolve a disagreement with respect to a Schedule (other than an Early Termination Schedule) prepared in accordance with the procedures set forth in Section 2.4, or with respect to an Early Termination Schedule prepared in accordance with the procedures set forth in Section 4.2, within the relevant time period designated in this Agreement (a “Reconciliation Dispute”), the Reconciliation Dispute shall be submitted for determination to a nationally recognized expert (the “Expert”) in the particular area of disagreement mutually acceptable to both such Parties. The Expert shall be a partner or principal in a nationally recognized accounting firm, and unless the Corporation and the TRA Party Representative agree otherwise, the Expert shall not, and the firm that employs the Expert shall not, have any material relationship with the Corporation or TRA Party Representative or other actual or potential conflict of interest. If the Parties are unable to agree on an Expert within fifteen (15) calendar days of receipt by the respondent(s) of written notice of a Reconciliation Dispute, the selection of an Expert shall be treated as a Dispute subject to Section 7.8 and an arbitration panel shall pick an Expert from a nationally recognized accounting firm that does not have any material relationship with the Corporation or TRA Party Representative or other actual or potential conflict of interest. The Expert shall resolve any matter relating to the Basis Schedule or an amendment thereto or the Early Termination Schedule or an amendment thereto within thirty (30) calendar days and shall resolve any matter relating to a Tax Benefit Schedule or an amendment thereto within fifteen (15) calendar days or as soon thereafter as is reasonably practicable, in each case after the matter has been submitted to the Expert for resolution. Notwithstanding the preceding sentence, if the matter is not resolved before any payment that is the subject of a disagreement would be due (in the absence of such disagreement) or any Tax Return reflecting the subject of a disagreement is due, the undisputed amount shall be paid on the date prescribed by this Agreement and such Tax Return may be filed as prepared by the Corporation, subject to adjustment or amendment upon resolution. The costs and expenses relating to the engagement of such Expert or amending any Tax Return shall be borne by the Corporation. The Corporation and the TRA Party Representative shall bear their own costs and expenses of such proceeding, unless the Expert adopts the TRA Party Representative’s position, in which case the Corporation shall reimburse the Member for any reasonable and documented out-of-pocket costs and expenses in such proceeding (including for the avoidance of doubt any costs and expenses incurred by the Member relating to the engagement of the Expert or amending any applicable Tax Return). The Expert shall finally determine any Reconciliation Dispute and the determinations of the Expert pursuant to this Section 7.9 shall be binding on the Corporation and the TRA Party Representative and may be entered and enforced in any court having competent jurisdiction.

Section 7.10 Withholding. The Corporation and its affiliates and representatives shall be entitled to deduct and withhold from any payment that is payable to any Member pursuant to this Agreement such amounts as the Corporation is required to deduct and withhold with respect to the making of such payment under the Code or any provision of U.S. state or local tax law. To the extent that amounts are so withheld and paid over to the appropriate Taxing Authority, such withheld amounts shall be treated for all purposes of this Agreement as having been paid by the Corporation to the relevant Member. Each Member shall reasonably cooperate with the Corporation with any applicable tax forms and certifications reasonably requested by the Corporation in connection with determining whether any such deductions and withholdings are required under the Code or any provision of U.S. state, local or foreign tax law. Notwithstanding the foregoing, if a withholding obligation arises as a result of a Change of Control or other transaction that causes the Corporation (or its successor) to become a non-U.S. Person, any amount payable to a Member under this Agreement shall be increased such that after all required deductions and withholdings have been made (including such deductions and withholdings applicable to additional sums payable under this sentence) the relevant Member receives an amount equal to the sum that it would have received had no such deductions or withholdings been made.

Section 7.11 Admission of the Corporation into a Consolidated Group; DREs of the Corporation; Transfers of Corporate Assets.

(a) If the Corporation is or becomes a member of an affiliated or consolidated group of corporations that files a consolidated income Tax Return pursuant to Section 1501 or other applicable Sections of the Code governing affiliated or consolidated groups, or any corresponding provisions of U.S. state or local law, then: (i) the provisions of this Agreement shall be applied with respect to the group as a whole; and (ii) Tax Benefit Payments, Early Termination Payments, and other applicable items hereunder shall be computed with reference to the consolidated taxable income of the group as a whole.

(b) Except to the extent the context requires otherwise, any reference to the Corporation in this Agreement shall include a reference to the DRE, and to any other Subsidiary of the Corporation that is treated as an entity disregarded as separate from the Corporation for U.S. federal income tax purposes. Undertakings of the Corporation under the terms of this Agreement shall (to the extent requiring action of the DRE) constitute undertakings of the DRE, and the Corporation shall cause the DRE to facilitate compliance with the covenants of the Corporation pursuant to this Agreement. For the avoidance of doubt, \the acquisition of equity interests in the Partnership by the DRE in connection with the Purchase or in connection with any other Exchange shall be treated as an acquisition of such interests by the Corporation for purposes of this Agreement giving rise to Basis Adjustments that are subject to the payment obligations described in Article III and Article IV of this Agreement.

(c) If the Corporation, its successor in interest or any member of a group described in Section 7.11(a) transfers one or more assets to a corporation (or a Person classified as a corporation for U.S. income tax purposes) with which such entity does not file a consolidated Tax Return pursuant to Section 1501 of the Code, such entity, for purposes of calculating the amount of any Tax Benefit Payment or Early Termination Payment due hereunder, shall be treated as having disposed of such asset in a fully taxable transaction on the date of such transfer. The consideration deemed to be received by such entity shall be equal to the fair market value of the contributed asset as determined by the Advisory Firm or a valuation expert selected by the Corporation. For purposes of this Section 7.11, a transfer of a partnership interest shall be treated as a transfer of the transferring partner’s share of each of the assets and liabilities of that partnership. Notwithstanding anything to the contrary set forth herein, if the Corporation, its successor in interest or any member of a group described in Section 7.11(a), transfers its assets pursuant to a transaction that qualifies as a “reorganization” (within the meaning of Section 368(a) of the Code) in which such entity does not survive or pursuant to any other transaction to which Section 381(a) of the Code applies (other than any such reorganization or any such other transaction, in each case, pursuant to which such entity transfers assets to a corporation with which the Corporation, its successor in interest or any member of the group described in Section 7.11(a) (other than any such member being transferred in such reorganization or other transaction) does not file a consolidated Tax Return pursuant to Section 1501 of the Code), the transfer will not cause such entity to be treated as having transferred any assets to a corporation (or a Person classified as a corporation for U.S. income tax purposes) pursuant to this Section 7.11(b).

Section 7.12 Change in Law. Notwithstanding anything herein to the contrary, if, as a result of or, in connection with an actual or proposed change in law, a Member reasonably believes that the existence of this Agreement could cause income (other than income arising from receipt of a payment under this Agreement) recognized by such Member (or direct or indirect equity holders in such Member) in connection with any Exchange to be treated as ordinary income rather than capital gain (or otherwise taxed at ordinary income rates) for U.S. federal income tax purposes or would have other material adverse tax consequences to such Member or any direct or indirect owner of such Member, then at the written election of such Member in its sole discretion (in an instrument signed by such Member and delivered to the Corporation) and to the extent specified therein by such Member, this Agreement shall cease to have further effect and shall not apply to an Exchange with respect to such Member occurring after a date specified by such Member, or may be amended by in a manner reasonably determined by such Member, provided that such amendment shall not result in an increase in any payments owed by the Corporation under this Agreement at any time as compared to the amounts and times of payments that would have been due in the absence of such amendment.

Section 7.13 Interest Rate Limitation. Notwithstanding anything to the contrary contained herein, the interest paid or agreed to be paid hereunder with respect to amounts due to any Member hereunder shall not exceed the maximum rate of non-usurious interest permitted by applicable law (the “Maximum Rate”). If any Member shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the Tax Benefit Payment, Estimated Tax Benefit Payment or Early Termination Payment, as applicable (but in each case exclusive of any component thereof comprising interest) or, if it exceeds such unpaid non-interest amount, refunded to the Corporation. In determining whether the interest contracted for, charged, or received by any Member exceeds the Maximum Rate, such Member may, to the extent permitted by applicable law, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the payment obligations owed by the Corporation to such Member hereunder. Notwithstanding the foregoing, it is the intention of the Parties to conform strictly to any applicable usury laws.

Section 7.14 Independent Nature of Rights and Obligations. The rights and obligations of the each Member hereunder are several and not joint with the rights and obligations of any other Person. A Member shall not be responsible in any way for the performance of the obligations of any other Person hereunder, nor shall a Member have the right to enforce the rights or obligations of any other Person hereunder (other than the Corporation). Nothing contained herein or in any other agreement or document delivered at any closing, and no action taken by any Member pursuant hereto or thereto, shall be deemed to constitute the Members acting as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Members are in any way acting in concert or as a group with respect to such rights or obligations or the transactions contemplated hereby, and the Corporation acknowledges that the Members are not acting in concert or as a group and will not assert any such claim with respect to such rights or obligations or the transactions contemplated hereby.

Section 7.15 Partnership Agreement. This Agreement shall be treated as part of the Partnership Agreement as described in Section 761(c) of the Code and Sections 1.704-1(b)(2)(ii)(h) and 1.761-1(c) of the Treasury Regulations.

Section 7.16 TRA Party Representative. By executing this Agreement, each of the Members shall be deemed to have irrevocably constituted and appointed Holdings (in the capacity described in this Section 7.16 and each successor as provided below, the “TRA Party Representative”) as its agent and attorney in fact with full power of substitution to act from and after the date hereof and to do any and all things and execute any and all documents on behalf of such Members which may be necessary, convenient or appropriate to facilitate any matters under this Agreement, including but not limited to: (i) execution of the documents and certificates required pursuant to this Agreement; (ii)  receipt and forwarding of notices and communications pursuant to this Agreement; (iv) administration of the provisions of this Agreement; (v)  giving or agreeing to, on behalf of such Members, any and all consents, waivers, amendments or modifications deemed by the TRA Party Representative, in its sole and absolute discretion, to be necessary or appropriate under this Agreement and the execution or delivery of any documents that may be necessary or appropriate in connection therewith; (vi)  amending this Agreement or any of the instruments to be delivered to the Corporation pursuant to this Agreement; (vii) taking actions the TRA Party Representative is expressly authorized to take pursuant to the other provisions of this Agreement; (viii)  negotiating and compromising, on behalf of such Members, any dispute that may arise under, and exercising or refraining from exercising any remedies available under, this Agreement or any other agreement contemplated hereby and executing, on behalf of such Members, any settlement agreement, release or other document with respect to such dispute or remedy; and (ix) engaging attorneys, accountants, agents or consultants on behalf of such Members in connection with this Agreement or any other agreement contemplated hereby and paying any fees related thereto. If the TRA Party Representative is unwilling to so serve, then the person then-serving as the TRA Party Representative shall be entitled to appoint its successor. To the fullest extent permitted by law, none of the TRA Party Representative, any of its Affiliates, or any of the TRA Party Representative’s or Affiliate’s directors, officers, employees or other agents (each a “Covered Person”) shall be liable, responsible or accountable in damages or otherwise to any Member, the Partnership or the Corporation for damages arising from any action taken or omitted to be taken by the TRA Party Representative or any other Person with respect to the Partnership or the Corporation, except in the case of any action or omission which constitutes, with respect to such Person, willful misconduct or fraud. Each of the Covered Persons may consult with legal counsel, accountants, and other experts selected by it, and any act or omission suffered or taken by it on behalf of the Partnership or the Corporation or in furtherance of the interests of the Partnership or the Corporation in good faith in reliance upon and in accordance with the advice of such counsel, accountants, or other experts shall create a rebuttable presumption of the good faith and due care of such Covered Person with respect to such act or omission; provided that such counsel, accountants, or other experts were selected with reasonable care. Each of the Covered Persons may rely in good faith upon, and shall have no liability to the Partnership, the Corporation or the Members for acting or refraining from acting upon, any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties.

Section 7.17 Non-Effect of Other Tax Receivable Agreements. If the Corporation, the Partnership or any of its Subsidiaries enters into any other agreement that obligates the Corporation, the Partnership or any of its Subsidiaries to make payments to another party in exchange for tax benefits conferred upon the Corporation or any of its Subsidiaries, unless otherwise agreed by the TRA Party Representative, such tax benefits and such payments shall be ignored for all purposes of this Agreement (including for purposes of calculating the Hypothetical Tax Liability and the actual Tax liability of the Corporation hereunder).

[Signature Page Follows This Page]

IN WITNESS WHEREOF, the undersigned have executed or caused to be executed on their behalf this Agreement as of the date first written above.

[Signature Page to Tax Receivable Agreement]

[Signature Page to Tax Receivable Agreement]

[Signature Page to Tax Receivable Agreement]

Exhibit 10.4

Grosvenor Capital Management Holdings, LLLP

Fifth Amended and ResTated
LIMITED liability limited PARTNERSHIP AGREEMENT

Dated as of November 17, 2020

Grosvenor Capital Management Holdings, LLLP

Fifth Amended and ResTated
LIMITED liability limited PARTNERSHIP AGREEMENT

This FIFTH AMENDED AND RESTATED LIMITED LIABILITY LIMITED PARTNERSHIP AGREEMENT (this “Agreement”) of Grosvenor Capital Management Holdings, LLLP, a Delaware limited liability limited partnership (the “Partnership”), is made and entered into and becomes effective as of the 17th day of November, 2020 (the “Effective Date”) by and among Grosvenor Holdings, L.L.C., a limited liability company organized under the laws of the State of Illinois (“Holdings”); GCM Grosvenor Management, LLC, a Delaware limited liability company (“GCM Grosvenor Management”); Grosvenor Holdings II, L.L.C., a limited liability company organized under the laws of the State of Delaware (“Holdings II”); CF Finance Intermediate Acquisition, LLC, a Delaware limited liability company (“CF Intermediate” and, in its capacity as the general partner of the Partnership (together with any successor general partner permitted pursuant to this Agreement), the “General Partner”); and GCM Grosvenor Inc., a Delaware corporation (the “Corporation”). Capitalized terms used herein without definition shall have the meanings assigned to such terms in Appendix I hereto.

Recitals:

A. The Partnership was originally organized as a limited liability limited partnership under the laws of the State of Illinois and, prior to the Effective Date, existed under a Certificate of Limited Partnership filed with the Illinois Secretary of State and a Fourth Amended and Restated Limited Liability Limited Partnership Agreement, dated as of October 5, 2017 (the “Previous Agreement”).

B. On the Effective Date but immediately prior to the Conversion, (i) Holdings exercised the option under the Option Agreement, dated October 5, 2017 (the “Option Agreement”), by and among Holdings and HFCP VI AIV, L.P., H&F Chicago AIV I, L.P. and Hellman & Friedman Capital Executives VI, L.P. (collectively, “H&F”), to purchase all, but not less than all, of the Class B-2 Common Shares (as defined in the Previous Agreement) held by H&F, (ii) in accordance with the Option Agreement, Holdings designated CF Intermediate to purchase all of the Class B-2 Common Shares (as defined in the Previous Agreement) held by H&F, (iii) upon such exercise and purchase, H&F ceased to be a Limited Partner and CF Intermediate became a Limited Partner and (iv) Holdings transferred certain Class B-1 Common Shares (as defined in the Previous Agreement) held by Holdings to CF Intermediate.

C. With the authorization and approvals of all the Partners, the Partnership entered into that certain Plan of Conversion of Grosvenor Capital Management Holdings, LLLP dated as of November 17, 2020, pursuant to which a Certificate of Conversion and a Certificate of Limited Partnership (the “Certificate”) were filed with the Delaware Secretary of State effective as of November 17, 2020, and the Partnership converted into a Delaware limited liability limited partnership (the “Conversion”).

D. In connection with the Conversion and the transactions contemplated by the Transaction Agreement, dated August 2, 2020 (the “Transaction Agreement”), by and among the Corporation, CF Intermediate, the Partnership and the other parties thereto, the Partners desire to amend and restate the Previous Agreement to, among other things: (i) substitute CF Intermediate as the General Partner, (ii) create a single class of Common Units and reclassify the Class B-1 Common Shares, Class B-2 Common Shares and Class C Common Shares (as defined in the Previous Agreement) (collectively, the “Previous Interests”) as set forth herein and (iii) provide for the issuance of additional Common Units to CF Intermediate as contemplated by the Transaction Agreement and the issuance of the Warrants pursuant to the Warrant Agreements.

Agreements:

NOW, THEREFORE, in consideration of the foregoing and the covenants contained herein, the Partners hereby agree as follows:

§1. OPERATION OF PARTNERSHIP; NAME; TERM; ETC.

§1.1. Continuation of the Partnership. The Partners hereby continue the Partnership as a limited liability limited partnership under the Act and agree to operate the Partnership on the terms and subject to the conditions and for the purposes and the term set forth herein. The rights and obligations of the Partners shall be as provided in the Act, except as expressly provided herein. As of the Effective Date, any previous agreement for the formation, organization, or governance of the Partnership (including, but not limited to, the Previous Agreement) is hereby superseded and amended by substituting this Agreement in its entirety. The General Partner shall, from time to time, execute or cause to be executed all such certificates, instruments and other documents, and do, make, or cause to be done or made all such filings, recordings, publishings and other acts as the General Partner may deem necessary or appropriate to comply with the requirements of law for the continuation and operation of the Partnership in all jurisdictions in which the Partnership shall desire to conduct its business.

§1.2. Registered Office; Principal Place of Business. The name of the Partnership’s registered agent for service of process in Delaware is Corporation Service Company, and the address of the Partnership’s registered office in the State of Delaware is 251 Little Falls Drive, Wilmington, New Castle County, Delaware 19808, or at such other place in the State of Delaware as the General Partner may from time to time designate. The address of the Partnership’s principal place of business is 900 North Michigan Avenue, Suite 1100, Chicago, Illinois 60611. The General Partner may change the Partnership’s registered agent or the location of the Partnership’s registered office or principal place of business or establish additional places of business as the General Partner may from time to time determine in its discretion.

§1.3. Name. The name of the Partnership shall be “Grosvenor Capital Management Holdings, LLLP,” or such other name as shall be designated from time to time by the General Partner in compliance with the Act.

§1.4. Purposes and Powers. The purposes of the Partnership shall be to: (i) own interests in one or more operating and holding entities as may be determined by the General Partner in accordance with this Agreement; (ii) engage, directly or through such entities, in the business of (A) furnishing investment and financial advisory, counseling, and management services, (B) acting as a general partner, limited partner, shareholder, member, or manager of one or more investment or other partnerships, corporations, limited liability companies, or other entities, and (C) investing in Securities, commodities, currencies, futures, options and other instruments and assets; and/or (iii) engage in any other lawful business or activity permitted under the Act. In furtherance of these purposes the Partnership shall have all the powers necessary, advisable, incidental, or convenient for the accomplishment of its purposes, including the power to:

(a) acquire interests in, and manage the business and affairs of, any partnership, corporation, limited liability company, or other entity in which the Partnership is a general partner, limited partner, shareholder, member, or manager and perform any act and execute any document which, in the judgment of the General Partner, is necessary, advisable, incidental, or convenient to the management of any such partnership, corporation, limited liability company, or other entity;

(b) take such actions as may be deemed necessary, advisable, incidental, or convenient in respect of any Subsidiary, including modifying the terms of (or waiving any rights under) any Subsidiary governing documents;

(c) purchase, hold, sell, write, exchange, transfer, mortgage, pledge, grant options with respect to, and otherwise invest and trade in Securities, commodities, currencies, futures, options, instruments and assets for investment or otherwise;

(d) invest and reinvest assets of the Partnership in any investments, including any investments in Grosvenor Funds or any Subsidiaries;

(e) exercise all rights, powers, privileges, and other incidents of ownership or possession with respect to Securities, commodities, currencies, futures, options, instruments and other assets of the Partnership;

(f) participate in the management of issuers of Securities and other instruments which are held by the Partnership, by any partnership, corporation, limited liability company, or other entity of which the Partnership is a general partner, limited partner, shareholder, manager, or member, or by any other Person whose investments or accounts are managed by the Partnership;

(g) give general or special proxies or powers of attorney, or vote or act in respect of Securities or any other assets of the Partnership, which may be discretionary and with power of substitution; deposit Securities and other assets with, or transfer them to, representative committees or similar bodies; join in any reorganization; or pay assessments or subscriptions called for in connection with Securities and other assets held by the Partnership;

(h) open, conduct and close accounts, including, without limitation, margin, futures, and discretionary accounts, with brokers, dealers, and futures commission merchants and pay customary fees and charges applicable to transactions in all such accounts;

(i) borrow or raise monies or make loans or other extensions of credit (either on a secured or unsecured basis or with or without recourse) to any Person (including the General Partner and its Affiliates or a Limited Partner or any employee or officer of the General Partner and its Affiliates and Limited Partners); guarantee loans or other extensions of credit for any purpose; and obtain letters of credit; issue, accept, endorse, and execute promissory notes, drafts, bills of exchange, warrants, bonds, debentures, and other negotiable or non-negotiable instruments and evidences of indebtedness from time to time without limitation as to the amount or manner and time of repayment; and secure the payment of all such obligations of the Partnership by mortgage upon, or by hypothecation or pledge of, all or part of the property of the Partnership whether at the time owned or thereafter acquired;

(j) have and maintain one or more offices within or without the State of Delaware and, in connection therewith, rent or acquire office space, engage personnel and do such other acts and things as may be advisable or necessary in connection with the maintenance of such office or offices;

(k) hire and dismiss any and all employees, staff, agents, independent contractors and other service providers, including any Subsidiary of the Partnership acting in such capacity;

(l) engage lawyers, accountants, advisors, consultants, lobbyists, or such other Persons as the General Partner may deem necessary, advisable, incidental, or convenient;

(m) make political contributions to any candidate for federal, state, local, municipal, or other public office, including contributions to any political action committee, campaign or candidate committee, inaugural committee, or similar committee related to a candidate, a campaign, or political speech;

(n) make charitable and philanthropic contributions;

(o) sue, prosecute, mediate, arbitrate, settle, or compromise all claims against third parties, compromise, settle, or accept judgment of claims against the Partnership, and execute all documents and make all representations, admissions, and waivers in connection therewith;

(p) indemnify and exculpate any and all employees, staff, agents, independent contractors and other service providers, including any Subsidiary of the Partnership acting in such capacity; and

(q) enter into, make and perform all contracts and other undertakings, and engage in all other activities and transactions, as the General Partner may deem necessary, advisable, incidental, or convenient for carrying out the purposes of the Partnership.

§1.5. Limitation of Liability.

(a) Except as provided in the Act or as expressly provided in this Agreement, no Partner of the Partnership shall be obligated personally for any debt, obligation, or liability of the Partnership or of any other Partner solely by reason of being a Partner of the Partnership.

(b) In no event shall any Partner or former Partner (i) be obligated to make any capital contribution or payment to or on behalf of the Partnership except as expressly provided for in this Agreement, (ii) have any liability in its capacity as a Partner in excess of such Partner’s obligation to make capital contributions or other payments pursuant to Section 3.4 and any other payments expressly provided for in this Agreement or (iii) have any liability to return distributions received by such Partner from the Partnership except as otherwise specifically provided in this Agreement or other related agreements, as expressly agreed to in another writing, or as may be required by applicable law.

§1.6. Title to Partnership Property. Title to Partnership property may be held in the name of the Partnership or a nominee of the Partnership.

§1.7. Term. The existence of the Partnership shall continue unless and until the Partnership is dissolved, wound up, and terminated in accordance with Section 11.

§2. MANAGEMENT.

§2.1. Management of the Partnership. The business and affairs of the Partnership will be managed by and under the direction of the General Partner. Subject to the terms of this Agreement, the General Partner will have full, exclusive, and complete discretion to manage and control the business and affairs of the Partnership and, except as expressly otherwise provided in this Agreement as it may be amended from time to time, to make all decisions affecting the business and affairs of the Partnership and to take all such actions as it deems necessary, appropriate, advisable, incidental, or convenient to accomplish the purposes of the Partnership as set forth herein. The General Partner will have the sole power to bind the Partnership, except and to the extent that such power is expressly delegated by the General Partner pursuant to Section 2.2. Any reference in this Agreement to a decision, determination, or other action which may be made or taken by the General Partner shall mean that such decision, determination, or other action may be made or taken in the sole and absolute discretion of the General Partner (or in the sole and absolute discretion of any Person to whom the General Partner has expressly delegated the authority or duty to make or take such decision, determination, or other action pursuant to Section 2.2). The General Partner may not be removed.

§2.2. Officers. The General Partner may, from time to time, delegate to one or more Persons (including any other Partner, any officer of the Partnership or of any Partner, or any member, partner, shareholder, or Affiliate of any Partner) such authority and duties and assign such titles to such Persons as the General Partner shall determine. Any such delegation pursuant to this Section 2.3 may be revoked at any time by the General Partner.

§2.3. No Management by Limited Partners. No Limited Partner (other than the General Partner, in its capacity as such) will take part in the day-to-day management, operation, or control of the business and affairs of the Partnership. Except and only to the extent expressly provided for in this Agreement and as delegated by the General Partner, no Partner or other Person, other than the General Partner, will be an agent of the Partnership or have any right, power or authority to transact any business in the name of the Partnership or to act for or on behalf of or to bind the Partnership.

§2.4. Reliance by Third Parties. Any Person dealing with the Partnership or the General Partner may rely upon a certificate signed by the manager of the General Partner as to:

(a) the identity of the members of the General Partner, any officer of the Partnership, or any Partner thereof;

(b) the existence or non-existence of any fact or facts which constitute a condition precedent to acts by the General Partner or in any other manner germane to the affairs of the Partnership;

(c) the Persons who are authorized to execute and deliver any agreement, instrument, or document of or on behalf of the Partnership; or

(d) any act or failure to act by the Partnership or as to any other matter whatsoever involving the Partnership or any Partner.

§2.5. Personnel; Expenses; Insurance; Reimbursements (including CF Intermediate and the Corporation); Related Party Transactions.

(a) The Partnership may employ or contract with personnel to carry on the Partnership’s business. Subject to the terms of any employment, consulting, or other contract to which the Partnership or any of its Subsidiaries is a party and to any other provision of this Agreement, the General Partner may employ, dismiss from employment, terminate and determine the compensation of any and all employees, agents, independent contractors, attorneys, accountants, and such other persons as it shall determine to be necessary, advisable, incidental, or convenient. Without limiting the generality of the foregoing, the Partnership may employ or contract any Person who is a Limited Partner or a member, partner, shareholder, or Affiliate of a Limited Partner.

(b) The General Partner may cause the Partnership to purchase, at the Partnership’s expense, (i) such liability, casualty, property, life, and other insurance as the General Partner in its discretion deems necessary, advisable, incidental, or convenient to protect the Partnership’s assets and personnel against loss or claims of any nature, and (ii) any insurance covering the potential liabilities of any contractor for, or agent or employee of, the Partnership or the General Partner, and any of the officers, directors and employees of the General Partner or the Partnership, and potential liabilities of the General Partner or any other Person serving at the request of the General Partner as a director and/or officer of a corporation or official of any other entity in which the Partnership has an investment; provided, however, the General Partner shall not be liable to the Partnership or other Partners for its failure to purchase any insurance or its failure to purchase insurance with adequate coverage.

(c) The Partnership may reimburse the Partners, officers, and employees of the Partnership for all out-of-pocket expenses incurred by such Persons on behalf of the Partnership in accordance with such reimbursement policies as may be established by the General Partner, as such policies may be limited by the terms of any applicable employment agreement and any agreement that may be entered into among the Partners amending the terms of this Agreement. In addition, the Partnership shall reimburse CF Intermediate and the Corporation for the direct and indirect costs of carrying on their businesses, including without limitation their respective costs of insurance, financial reporting and tax return preparation, any other liabilities of CF Intermediate or the Corporation to the extent permitted by Law, and any costs or expenses with respect to directors, officers or employees of CF Intermediate or the Corporation. The General Partner’s reasonable determination of which expenses may be reimbursed to a Partner or officer of the Partnership, as applicable, and the amount of such expenses, shall be conclusive and binding on the Partners. Such reimbursement shall be treated as an expense of the Partnership and shall not be deemed to constitute a distributive share of the Profits or a distribution or return of capital to any Partner.

(d) The Partnership may engage in any transaction or contract with any Partner or Affiliate of a Partner or any employee or officer of such Partner or Affiliate of a Partner, on such terms and conditions as may be prescribed by the General Partner in its discretion.

§3. PARTNERS; PARTNERSHIP INTERESTS; CAPITAL CONTRIBUTIONS, AND CAPITAL ACCOUNTS.

§3.1. Identity of Partners. The names and addresses of the Partners of the Partnership as of the Effective Date are set forth on Exhibit A hereto.

§3.2. Partnership Interests.

(a) As of the Effective Date and following the Conversion, the Partnership Interests of the Partnership will be comprised of Common Units.

(b) The number of Previous Interests that were issued and outstanding and held by the Partners immediately prior to the Conversion are as set forth in Exhibit B hereto and are hereby converted, as of the effective time of the Conversion, into the number of Common Units set forth opposite the name of the respective Partner as set forth in Exhibit B hereto under the heading “Converted Partnership Interests”, and such Common Units are hereby issued and outstanding as of the effective time of the Conversion and the holders of such Common Units are Partners hereunder. Exhibit B hereto also reflects the Common Units and Warrants issued to CF Intermediate in connection with the transactions contemplated by the Transaction Agreement.

(c) The Common Units shall have such economic rights and interests and legal rights and obligations as are set forth in this Agreement.

(d) All holders of Common Units shall be entitled to the allocations of Profit and Loss (and items of income, gain, loss, and deduction) provided for holders of Common Units by Section 4 and the distributions to holders of Common Units described in Section 5.

§3.3. Capital Contributions. No Partner will be required to make any Capital Contributions to the Partnership or to lend any funds to the Partnership unless all the Partners agree. No Partner will have any personal liability for the payment or repayment of any Capital Contribution of any other Partner or its predecessor.

§3.4. Capital Accounts.

(a) A Capital Account shall be established and maintained for each Partner in accordance with § 1.704-1(b)(2)(iv) of the Treasury Regulations and, to the extent consistent with said Treasury Regulations, in accordance with subsections (b), (c), (d), and (e), of this Section 3.4 for items accounted for from and after the date of this Agreement.

(b) The Capital Account of each Partner shall be credited with: (i) the amount of any Capital Contribution made in cash by such Partner; (ii) the fair market value (net of any liabilities the Partnership is considered to assume or take subject to under Section 752 of the Code) of any Capital Contribution made in property other than cash by such Partner (as determined in good faith by the General Partner); (iii) allocations to such Partner of Profits pursuant to Section 4 of this Agreement; and (iv) any other item required to be credited for proper maintenance of capital accounts by the Treasury Regulations under Section 704(b) of the Code.

(c) A Partner’s Capital Account shall be debited with: (i) the amount of any cash distributed to such Partner; (ii) the fair market value (net of liabilities that such Partner is considered to assume or take subject to under Section 752 of the Code) of any property other than cash distributed to such Partner (as determined in good faith by the General Partner); (iii) allocations to such Partner of Losses pursuant to Section 4; and (iv) any other item required to be debited for proper maintenance of capital accounts by the Treasury Regulations under Section 704(b) of the Code.

(d) The Partnership may (in the discretion of the General Partner), upon the occurrence of the events specified in Treasury Regulation Section 1.704-1(b)(2)(iv)(f) or as otherwise provided in the Treasury Regulations, increase or decrease the Capital Accounts of the Partners in accordance with the rules of such Treasury Regulation and Treasury Regulation Section 1.704-1(b)(2)(iv)(g) to reflect a revaluation of Partnership property. The fair market value of Partnership property used to determine such increases or decreases shall be determined in good faith by the General Partner.

(e) Following the date hereof, upon any permitted Transfer by a Partner of a Partnership Interest in accordance with the terms of this Agreement, so much of the Capital Account of the Transferring Partner as is attributable to the Partnership Interest Transferred shall be Transferred to the Capital Account of the Transferee Partner.

§3.5. Additional Partnership Interests.

(a) Subject to compliance with Section 3.5(c), the General Partner shall have the right to cause the Partnership to create and/or issue Equity Securities of the Partnership (including other classes, groups or series thereof having such relative rights, powers, and/or obligations as may from time to time be established by the General Partner, including rights, powers, and/or obligations different from, senior to or more favorable than existing classes, groups and series of Equity Securities of the Partnership), in which event the General Partner shall have the power to amend this Agreement to reflect such additional issuances and to make any such other amendments as the General Partner reasonably and in good faith deems necessary to reflect such additional issuances (including amending this Agreement to increase the authorized number of Equity Securities of any class, group or series, to create and authorize a new class, group or series of Equity Securities and to add the terms of such new class, group or series of Equity Securities including economic and governance rights which may be different from, senior to or more favorable than the other existing Equity Securities), in each case without the approval or consent of any Partner. In connection with any issuance of Equity Securities of the Partnership pursuant to this Section 3.5(a), each Person who acquires such Equity Securities shall execute a counterpart to this Agreement, accepting and agreeing to be bound by all terms and conditions hereof. Each Person who acquires Equity Securities of the Partnership may be required in exchange for such Equity Securities to make a Capital Contribution to the Partnership in an amount to be determined by the General Partner.

(b) The Partnership may issue preferred Partnership Interests, which may have such designations, preferences, and relative, optional or other special rights as shall be fixed by the General Partner and, notwithstanding any provision to the contrary contained herein, the General Partner may, without the consent of any Limited Partner, make such amendments to this Agreement as are necessary or appropriate to effect the terms and conditions of any such issuance.

(c) From and after the Sunset Date (as defined in the Stockholders’ Agreement), as otherwise provided in Section 3.5(c)(iii) below, each time the Corporation and/or the Partnership (or any Subsidiary of the Partnership) proposes to issue any Equity Securities (collectively, “New Issue Securities”) to any Person, the Corporation and/or the Partnership shall first offer, or cause its applicable Subsidiary to offer, the New Issue Securities to each Limited Partner (the “Preemptive Rights Partners”) in accordance with the following provisions:

(i) The Partnership shall give a written notice to each Preemptive Rights Partner (the “Preemptive Notice”) stating (A) its and/or the Corporation’s intention to issue the New Issue Securities; (B) the amount and description of such New Issue Securities to be issued; and (C) the purchase price (calculated as of the proposed issuance date) and the other terms upon which the Partnership (or Subsidiary) and/or the Corporation is offering the New Issue Securities, which purchase price and terms shall be the same as those offered to the Persons to whom the Partnership and/or the Corporation seeks to issue such New Issue Securities.

(ii) Upon delivery of a Preemptive Notice, each Preemptive Rights Partner shall have the right to purchase or subscribe for its pro rata share of the New Issue Securities based on its percentage ownership of the then-outstanding Common Units (before giving effect to the proposed issuance or sale of New Securities). In the event any Preemptive Rights Partner does not subscribe to or purchase any or all of its pro rata share of the New Issue Securities, the remaining Preemptive Rights Partners shall each have the right to subscribe to or purchase its pro rata share of the New Issue Securities which have not been subscribed or purchased, with such proration to be based on each such remaining Preemptive Rights Partner’s relative percentage ownership of the then-outstanding Common Units (before giving effect to the proposed issuance or sale of the New Issue Securities). The preemptive rights granted hereunder shall terminate with respect to any particular issuance of New Issue Securities if unexercised within fifteen (15) days after receipt of the Preemptive Notice with respect thereto. The Corporation and/or the Partnership (or its applicable Subsidiary) shall have 180 days from the expiration of the fifteen (15) day period described above to issue or sell all or any part of such New Issue Securities which the Preemptive Rights Partners have not elected to subscribe to or purchase, but only upon the terms and conditions set forth in the Preemptive Notice.

(iii) If any Preemptive Rights Partner exercises its rights to purchase under this Section 3.5(c), the purchase of New Issue Securities by such Preemptive Rights Partners pursuant to this Section 3.5(c) shall be consummated simultaneously with the closing of the sale of the New Issue Securities set forth in the Preemptive Notice.

(iv) The preemptive rights contained in this Section 3.5(c) shall not apply to:

(A) the issuance of Equity Securities in connection with any bona fide acquisition of the assets or Equity Securities of another Person (whether by merger, acquisition of Equity Securities of such Person, acquisition of all or substantially all of the assets of such Person, or other reorganization), to the sellers in such transaction as consideration for such acquisition;

(B) the issuance of Equity Securities (1) in connection with the exercise, exchange, conversion, subdivision, combination, recapitalization, or reorganization of outstanding Equity Securities which were issued in compliance with this Section 3.5(c) or were exempt from this Section 3.5(c) upon issuance or (2) as a dividend or distribution in respect of outstanding Common Units, in each case approved by the General Partner; or

(C) Preferred Partnership Interests and shares issued pursuant to an Equity Plan.

(d) Each Person who subscribes for an additional Partnership Interest and satisfies the conditions established by the General Partner shall be admitted to the Partnership as a Partner in respect of said Partnership Interest, effective upon the execution by such Person of a counterpart of this Agreement, without the consent of the Partners.

§3.6. Advances. If any Partner advances any funds to the Partnership, the amount of such advance will neither increase its Capital Account nor entitle it to any increase in its share of the distributions of the Partnership. The amount of any such advance will be a debt obligation of the Partnership to such Partner (which may be evidenced by a promissory note) and, unless otherwise specifically provided in this Agreement, will be repaid to it by the Partnership with interest at a rate equal to (a) an annual floating rate equal to the average bank prime lending rate as published in the Wall Street Journal from time to time or (b) such higher rate as may be approved by all the Partners, and upon such other terms and subject to such other conditions as may be determined by the General Partner. Unless otherwise specifically provided in this Agreement, any such advance will be payable and collectible only out of Partnership assets, and the other Partners will not be personally obligated to repay any part thereof. No Person who makes any such loan to the Partnership will have or acquire, as a result of making such loan, any direct or indirect interest in the profits, capital or property of the Partnership, other than as a creditor.

§3.7. No Resignation or Withdrawal; No Interest. Except as approved by the General Partner in its sole discretion or as expressly provided herein, a Limited Partner (i) may not resign, withdraw, or dissociate from the Partnership prior to the dissolution and winding up of the Partnership in accordance with the provisions of Section 10 or in connection with a Transfer of all of such Limited Partner’s Partnership Interests, (ii) may not receive the return of, or interest on, its Capital Contribution, Capital Account, or other amount, and (iii) shall not have the right to petition or to take any action to subject Partnership assets or any part thereof to the authority of any court or other governmental body in connection with any bankruptcy, insolvency, receivership or similar proceeding.

§3.8. Nature of Partnership Interest; No Partition. A Partnership Interest shall for all purposes be personal property. A Partner has no interest in specific Partnership property. Each Partner waives any and all rights that it may have to maintain an action for partition of the Partnership’s property.

§3.9. Warrants. On the Effective Date, in connection with the transactions contemplated by the Transaction Agreement, the Partnership has issued warrants to purchase Common Units (the “Warrants”) to CF Intermediate as set forth on Exhibit B hereto pursuant to warrant agreements (the “Warrant Agreements”) entered into between the Partnership and CF Intermediate as of the Effective Date. Upon the valid exercise of a Warrant in accordance with a Warrant Agreement, the Partnership shall issue to the party exercising such Warrant the number of Common Units, free and clear of all liens and encumbrances other than those arising under applicable securities laws and this Agreement, to be issued in connection with such exercise. Excluding warrants, options or similar instruments governed by Section 3.12 (the “Excluded Instruments”), which shall be governed by such section, in the event any holder of a warrant (other than an Excluded Instrument) to purchase shares of Class A Common Stock (the “Upstairs Warrants”) exercises an Upstairs Warrant, then the Corporation and CF Intermediate each agree that it shall cause a corresponding exercise (including by effecting such exercise in the same manner, i.e., by payment of a cash exercise price or on a cashless basis) of a Warrant with similar terms held by CF Intermediate, such that the number of shares of Class A Common Stock issued in connection with the exercise of such Upstairs Warrant shall match with a corresponding number of Common Units issued by the Partnership pursuant to a Warrant Agreement. The Corporation and CF Intermediate each agree that it will not exercise any Warrants other than in connection with the corresponding exercise of an Upstairs Warrant. In the event an Upstairs Warrant is redeemed, the Partnership will redeem a Warrant with similar terms held by CF Intermediate.

§3.10. Authorization and Issuance of Additional Common Units.

(a) The Partnership shall undertake all actions, including, without limitation, an issuance, reclassification, distribution, division or recapitalization, with respect to the Common Units, to maintain at all times a one-to-one ratio between the number of Common Units owned by the Corporation, directly or indirectly (including through CF Intermediate), and the number of outstanding shares of Class A Common Stock, disregarding, for purposes of maintaining the one-to-one ratio, (i) unvested shares of Class A Common Stock, (ii) treasury stock or (iii) preferred stock or other debt or equity securities (including without limitation warrants, options or rights) issued by the Corporation that are convertible into or exercisable or exchangeable for Class A Common Stock (except to the extent the net proceeds from such other securities, including any exercise or purchase price payable upon conversion, exercise or exchange thereof, has been contributed by the Corporation to the equity capital of the Partnership). In the event the Corporation issues, transfers or delivers from treasury stock or repurchases Class A Common Stock in a transaction not contemplated in this Agreement, the General Partner shall take all actions such that, after giving effect to all such issuances, transfers, deliveries or repurchases, the number of outstanding Common Units owned by CF Intermediate will equal on a one-for-one basis the number of outstanding shares of Class A Common Stock. In the event the Corporation issues, transfers or delivers from treasury stock or repurchases or redeems the Corporation’s preferred stock in a transaction not contemplated in this Agreement, the General Partner shall have the authority to take all actions such that, after giving effect to all such issuances, transfers, deliveries, repurchases or redemptions, CF Intermediate holds (in the case of any issuance, transfer or delivery) or ceases to hold (in the case of any repurchase or redemption) equity interests in the Partnership which (in the good faith determination of the General Partner) are in the aggregate substantially equivalent to the outstanding preferred stock of the Corporation so issued, transferred, delivered, repurchased or redeemed. Except as specifically contemplated by this Agreement, the Partnership shall not undertake any subdivision (by any Common Unit split, Common Unit distribution, reclassification, recapitalization or similar event) or combination (by reverse Common Unit split, reclassification, recapitalization or similar event) of the Common Units that is not accompanied by an identical subdivision or combination of Class A Common Stock to maintain at all times a one-to-one ratio between the number of Common Units owned by CF Intermediate and the number of outstanding shares of Class A Common Stock, unless such action is necessary to maintain at all times a one-to-one ratio between the number of Common Units owned directly or indirectly by the Corporation (including through CF Intermediate) and the number of outstanding shares of Class A Common Stock as contemplated by the first sentence of this Section 3.04(a).

(b) The Partnership shall only be permitted to issue additional Common Units, and/or establish other classes of Partnership Interests to the Persons and on the terms and conditions provided for in Section 3.5, this Section 3.10 or Section 3.12.

§3.11. Repurchase or Redemption of Shares of Class A Common Stock. If, at any time, any shares of Class A Common Stock are repurchased or redeemed (whether by exercise of a put or call, automatically or by means of another arrangement) by the Corporation for cash, then the General Partner shall cause the Partnership, immediately prior to such repurchase or redemption of Class A Common Stock, to redeem a corresponding number of Common Units held by CF Intermediate, at an aggregate redemption price equal to the aggregate purchase or redemption price of the shares of Class A Common Stock being repurchased or redeemed by the Corporation (plus any expenses related thereto) and upon such other terms as are the same for the shares of Class A Common Stock being repurchased or redeemed by the Corporation. Notwithstanding any provision to the contrary contained in this Agreement, the Partnership shall not make any repurchase or redemption if such repurchase or redemption would violate any applicable law.

§3.12. Corporate Stock Option Plans and Equity Plans.

(a) Options Granted to Partnership Employees. If at any time or from time to time, an option to purchase shares of Class A Common Stock that was granted under any Stock Option Plan to an employee of the Partnership or its Subsidiaries (a “Stock Option”) is duly exercised:

(i) For each share of Class A Common Stock with respect to which the Stock Option is exercised, the Corporation shall be considered to have sold to the Optionee, and the Optionee shall be considered to have purchased from the Corporation, for a cash price per share equal to the value of a share of Class A Common Stock at the time of the exercise, a number of shares of Class A Common Stock equal to the quotient of (x) the per share exercise price of such Stock Option divided by (y) the value of a share of Class A Common Stock at the time of such exercise (provided, that if such Stock Option is exercised on a cashless basis, no such shares of Class A Common Stock shall be considered to have been purchased by the Optionee pursuant to this clause (i)).

(ii) The Corporation shall be considered to have sold to the Partnership (or if the Optionee is an employee of, or other service provider to, a Subsidiary of the Partnership, the Corporation shall be considered to have sold to such Subsidiary), and the Partnership (or such Subsidiary, as applicable) shall be considered to have purchased from the Corporation, a number of shares of Class A Common Stock equal to the excess of (x) the number of shares of Class A Common Stock as to which such Stock Option is being exercised over (y) the number of shares of Class A Common Stock sold to the Optionee pursuant to Section 3.12(a)(i) hereof (provided, that if such Stock Option is exercised on a cashless basis, the Corporation shall be considered to have sold to the Partnership (or an applicable Subsidiary of the Partnership) the number of shares of Class A Common Stock into which such Stock Option is settled on a cashless basis). The purchase price per share of Class A Common Stock for such sale of shares of Class A Common Stock to the Partnership (or such Subsidiary) shall be the value of a share of Class A Common Stock as of the date of exercise of such Stock Option.

(iii) The Partnership shall transfer to the Optionee (or if the Optionee is an employee of, or other service provider to, a Partnership Subsidiary, the Subsidiary shall transfer to the Optionee) at no additional cost to such Optionee and as additional compensation to such Optionee, the number of shares of Class A Common Stock described in Section 3.12(a)(ii).

(iv) The Corporation shall be considered to have made a Capital Contribution to the Partnership (via CF Intermediate) in an amount equal to all proceeds received by the Corporation in connection with the exercise of such Stock Option. The Corporation shall receive for such Capital Contribution, a number of Common Units equal to the number of shares of Class A Common Stock for which such Stock Option was exercised (or, if such Stock Option is exercised on a cashless basis, the number of shares of Class A Common Stock into which such Stock Option is settled on a cashless basis).

(b) Restricted Stock Granted to Partnership Employees. If at any time or from time to time, in connection with any Equity Plan (other than a Stock Option Plan), any shares of Class A Common Stock are issued to an employee of the Partnership or its Subsidiaries (including any shares of Class A Common Stock that are subject to forfeiture in the event such employee terminates his or her employment with the Partnership or any Subsidiary) in consideration for services performed for the Partnership or any Subsidiary:

(i) The Corporation shall issue such number of shares of Class A Common Stock as are to be issued to such employee in accordance with the Equity Plan;

(ii) on the date (such date, the “Vesting Date”) that the value of such shares is includible in taxable income of such employee, the following events will be deemed to have occurred: (A) the Corporation shall be deemed to have sold such shares of Class A Common Stock to the Partnership (or if such employee is an employee of, or other service provider to, a Subsidiary, to such Subsidiary) for a purchase price equal to the value of such shares of Class A Common Stock on the Vesting Date, (B) the Partnership (or such Subsidiary) shall be deemed to have delivered such shares of Class A Common Stock to such employee, (C) the Corporation shall be deemed to have contributed the purchase price described in clause (A) for such shares of Class A Common Stock to the Partnership (via CF Intermediate) as a Capital Contribution and (D) in the case where such employee is an employee of a Subsidiary, the Partnership shall be deemed to have contributed such amount to the capital of the Subsidiary; and

(iii) the Partnership shall issue to the Corporation on the Vesting Date a number of Common Units equal to the number of shares of Class A Common Stock issued under Section 3.12(b)(i) in consideration for a Capital Contribution that the Corporation is deemed to make to the Partnership (via CF Intermediate) pursuant to clause (C) of Section 3.12(b)(ii) above.

(c) Future Stock Incentive Plans. Nothing in this Agreement shall be construed or applied to preclude or restrain the Corporation from adopting, modifying or terminating stock incentive plans for the benefit of employees, directors or other business associates of the Corporation, the Partnership or any of their respective Affiliates. The Partners acknowledge and agree that, in the event that any such plan is adopted, modified or terminated by the Corporation, the Corporation and the Partnership and their Affiliates shall be entitled to administer such plans in a manner consistent with the provisions of this Section 3.12, and that the Corporation and the Partnership may make any amendments that are necessary or advisable to this Section 3.12 to accommodate such administration, without the requirement of any further consent or acknowledgement of any other Partner other than Holdings (for so long as Holdings is a Partner).

§4. ALLOCATIONS.

§4.1. Allocations of Profits and Losses.

(a) Except as otherwise provided herein, each item of income, gain, loss or deduction of the Partnership (determined in accordance with U.S. tax principles as applied to the maintenance of capital accounts) shall be allocated among the Capital Accounts of the Partners as of the end of each fiscal year or as circumstances otherwise require or allow, in a manner that as closely as possible causes each Partner’s Capital Account balance to equal the amount that would be distributed to such Partner if the Partnership sold all of its assets for their Book Values, repaid all of its liabilities and distributed the balance pursuant to Section 11.

(b) If during any Fiscal Year there is a change in any Partner’s Partnership Interest as a result of the admission of one or more Partners, the withdrawal of a Partner, or a Transfer of a Partnership Interest, the Profits, Losses, or any other item allocable to the Partners under this Agreement for the Fiscal Year shall, subject to the terms of the Transaction Agreement, be allocated among the Partners so as to reflect their varying interests in the Partnership during the Fiscal Year, using any permissible method under section 706 of the Code and the Treasury Regulations promulgated thereunder, as selected by the General Partner in its reasonable discretion.

§4.2. Regulatory Allocations.

(a) Losses attributable to partner nonrecourse debt (as defined in Treasury Regulation Section 1.704-2(b)(4)) shall be allocated in the manner required by Treasury Regulation Section 1.704-2(i). If there is a net decrease during a Fiscal Year in partner nonrecourse debt minimum gain (as defined in Treasury Regulation Section 1.704-2(i)(3)), Profits for such Fiscal Year (and, if necessary, for subsequent Fiscal Years) shall be allocated to the Partners in the amounts and of such character as determined according to Treasury Regulation Section 1.704-2(i)(4).

(b) Nonrecourse deductions (as determined according to Treasury Regulation Section 1.704-2(b)(1)) for any Fiscal Year shall be allocated pro rata among the Partners in accordance with their Percentage Interests. Except as otherwise provided in Section 4.2(a), if there is a net decrease in the Minimum Gain during any Fiscal Year, each Partner shall be allocated Profits for such Fiscal Year (and, if necessary, for subsequent Fiscal Years) in the amounts and of such character as determined according to Treasury Regulation Section 1.704-2(f). This Section 4.2(b) is intended to be a minimum gain chargeback provision that complies with the requirements of Treasury Regulation Section 1.704-2(f), and shall be interpreted in a manner consistent therewith.

(c) If any Partner that unexpectedly receives an adjustment, allocation or distribution described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5) and (6) has an Adjusted Capital Account Deficit as of the end of any Taxable Year, computed after the application of Sections 4.2(a) and 4.2(b) but before the application of any other provision of this Section 4, then Profits for such Fiscal Year shall be allocated to such Partner in proportion to, and to the extent of, such Adjusted Capital Account Deficit. This Section 4.2(c) is intended to be a qualified income offset provision as described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted in a manner consistent therewith.

(d) If the allocation of Losses to a Partner as provided in Section 4.1 would create or increase an Adjusted Capital Account Deficit, there shall be allocated to such Partner only that amount of Losses as will not create or increase an Adjusted Capital Account Deficit. The Losses that would, absent the application of the preceding sentence, otherwise be allocated to such Partner shall be allocated to the other Partners in accordance with their relative Percentage Interests, subject to this Section 4.2(d).

(e) Profits and Losses described in clause (vi) of the definition of “Profits” and “Loss” shall be allocated in a manner consistent with the manner that the adjustments to the Capital Accounts are required to be made pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(j), (k) and (m).

(f) The allocations set forth in Section 4.2(a) through and including Section 4.2(e) (the “Regulatory Allocations”) are intended to comply with certain requirements of Sections 1.704-1(b) and 1.704-2 of the Treasury Regulations. The Regulatory Allocations may not be consistent with the manner in which the Partners intend to allocate Profit and Loss of the Partnership or make distributions. Accordingly, notwithstanding the other provisions of this Section 4, but subject to the Regulatory Allocations, income, gain, deduction and loss shall be reallocated among the Partners so as to eliminate the effect of the Regulatory Allocations and thereby cause the respective Capital Accounts of the Partners to be in the amounts (or as close thereto as possible) they would have been if Profit and Loss (and such other items of income, gain, deduction and loss) had been allocated without reference to the Regulatory Allocations. In general, the Partners anticipate that this will be accomplished by specially allocating other Profit and Loss (and such other items of income, gain, deduction and loss) among the Partners so that the net amount of the Regulatory Allocations and such special allocations to each such Partner is zero.

(g) Allocations and other adjustments with respect to any “non-compensatory options” (as defined in Treasury Regulation Section 1.721-2(f)), shall be made in accordance with the Treasury Regulations including Treasury Regulations Section 1.721-2.

§4.3. Tax Allocations.

(a) The income, gains, losses, deductions and credits of the Partnership will be allocated, for federal, state and local income tax purposes, among the Partners in accordance with the allocation of such income, gains, losses, deductions and credits among the Partners for computing their Capital Accounts; provided that if any such allocation is not permitted by the Code or other applicable Law, the Partnership’s subsequent income, gains, losses, deductions and credits will be allocated among the Partners so as to reflect as nearly as possible the allocation set forth herein in computing their Capital Accounts.

(b) Items of Partnership taxable income, gain, loss and deduction with respect to any property contributed to the capital of the Partnership shall be allocated among the Partners in accordance with Code Section 704(c) so as to take account of any variation between the adjusted basis of such property to the Partnership for federal income tax purposes and its Book Value using any proper method selected by the General Partner.

(c) If the Book Value of any Partnership asset is adjusted pursuant to Section 3.4(d), subsequent allocations of items of taxable income, gain, loss and deduction with respect to such asset shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Book Value using the “traditional method” as described in Treasury Regulation Section 1.704-3(b); provided that the Partnership shall make curative allocations in respect of gain from the disposition of property subject to the ceiling rule (including, to the extent the General Partner determines applicable, any allocations with respect to Section 704(c) property pursuant to Treasury Regulation Section 1.704-3(a)(9)) in accordance with Treasury Regulation Section 1.704-3(c)(3)(iii)(B).

(d) Allocations of tax credits, tax credit recapture, and any items related thereto shall be allocated to the Partners as determined by the General Partner taking into account the principles of Treasury Regulation Section 1.704-1(b)(4)(ii).

(e) For purposes of determining a Partner’s share of the Partnership’s “excess nonrecourse liabilities” within the meaning of Treasury Regulation Section 1.752-3(a)(3), each Partner’s interest in income and gain shall be determined pursuant to any proper method, as reasonably determined by the General Partner; provided, that for any year where the allocation of such liabilities could affect any gain that might be required to be recognized by (or an ability to utilize deductions or losses otherwise allocated to) Holdings, Holdings II or GCM Grosvenor Management, such allocations shall be made consistent with any approach permissible under applicable Law that is selected by Holdings.

(f) Allocations pursuant to this Section 4.3 are solely for purposes of federal, state and local taxes and shall not affect, or in any way be taken into account in computing, any Partner’s Capital Account or share of Profits, Losses distributions or other items.

§5. DISTRIBUTIONS.

§5.1. Distributions. Distributions shall be made to the Partners, as and when determined by the General Partner, pro rata in accordance with their respective Percentage Interests. Except (a) for pro rata distributions to the Partners in accordance with this Section 5.1 and Section 5.2, (b) for distributions in accordance with Section 5.3 or (iii) as authorized by written consent of each Partner, the Partnership shall not make any distributions (in cash or in kind) or dividend payments to any Partner.

§5.2. Distributions In-Kind. To the extent that the Partnership makes pro rata distributions of property in-kind to the Partners, the Partnership shall be treated as making a distribution equal to the fair market value of such property for purposes of Section 5.1 and such property shall be treated as if it were sold for an amount equal to its fair market value. Any resulting gain or loss shall be allocated to the Partners’ Capital Accounts in accordance with Section 4. The fair market value of such property shall be determined in good faith by the General Partner.

§5.3. Tax Distributions. With respect to any tax period (or portion thereof) ending after the date hereof:

(a) The Partnership shall make distributions to all Partners pro rata, in accordance with each Partner’s Percentage Interest, on a quarterly basis and in such amounts as necessary to enable each Partner (taking into account distributions made during the taxable year in question under Section 5.1 and this Section 5.3) to timely (x) satisfy all of its U.S. federal, state and local and non-U.S. tax liabilities related to tax items of the Partnership (calculated assuming each Partner is subject to an effective tax rate equal to the highest applicable income tax rate to any direct or indirect partner in the Partnership that is tax resident in only the United States, taking into account any audit or similar adjustment imposed with respect to tax items of the Partnership (including in respect of taxable periods ending prior to the Effective Date), and disregarding the effect of adjustments made under Sections 734 or 743 of the Code, but taking into account the character of the income in such determination), and (y) to the extent the amounts distributed in clause (x) are not sufficient to permit the Corporation to pay its actual U.S. federal, state and local and non-U.S. tax liabilities related to tax items of the Partnership and meet its obligations pursuant to the Tax Receivable Agreement, any incremental amount required to permit the Corporation to pay such actual tax liabilities and meet its obligations pursuant to the Tax Receivable Agreement. At the direction of Holdings (which direction may be given in Holdings’ sole discretion), the amount of pro rata tax distributions required to be made pursuant to the preceding sentence may be reduced to the extent directed by Holdings (provided, that in no event will such reduction result in an amount of distributions to the Corporation and its Subsidiaries pursuant to this Section 5.3 that is less than the amount required to permit the Corporation to pay its actual U.S. federal, state and local and non-U.S. tax liabilities related to tax items of the Partnership and meet its obligations pursuant to the Tax Receivable Agreement).

(b) If a Partner (other than CF Intermediate) has an Assumed Tax Liability at a Tax Advance Date in excess of the sum of the amount of distributions under Section 5.1, Section 5.3(a) and any Tax Advances made to such Partner through such date in each case with respect to the taxable period for which payments are due on such Tax Advance Date, the Partnership shall make advances to such Partner in an amount equal to such excess (a “Tax Advance”). Any such Tax Advances shall be treated as an advance against and, thus, shall reduce (without duplication), any future distributions that would otherwise be made to such Partner pursuant to Section 5.1 and Section 11.3. If there is a Tax Advance outstanding with respect to a Partner who (i) elects to participate in a Redemption (including, for the avoidance of doubt, any Direct Exchange at the option of the Corporation), or (ii) transfers Common Units pursuant to the terms of this Agreement, then in each case such Partner will indemnify and hold harmless the Partnership against such Tax Advance, and shall be required to promptly pay to the Partnership (but in all events within fifteen days after the applicable exchange or transfer date, as the case may be) an amount of cash equal to the proportionate share of such Tax Advance relating to its Common Units subject to such exchange or transfer (determined at the time of the redemption or transfer based on the number of Common Units held by such Partner), provided that, in the case of any transfer described in clause (ii), such Partner shall not be required to pay such amount of cash equal to the proportionate share of such Tax Advance relating to its Common Units subject to the transfer, if the transferee agrees to assume the Partner’s obligation to repay to the Partnership such amount equal to the proportionate share of the Partner’s existing Tax Advance relating to such Common Units subject to the Transfer, and such Partner shall be relieved from any liabilities associated with and the obligation to repay its existing Tax Advance relating to such Common Units subject to the Transfer. The obligations of each Partner pursuant to the preceding sentence shall survive the withdrawal of any Partner or the transfer of any Partner’s Units in the Partnership and shall apply to any current or former Partner. For the avoidance of doubt, any repayment of a Tax Advance pursuant to the previous sentence shall not be treated as a Capital Contribution.

(c) Prior to the Sunset Date (as defined in the Stockholders’ Agreement), if the Partnership does not have sufficient cash (as reasonably determined by the General Partner) to make the distributions provided for by this Section 5.3, the Partnership may delay the making of such distributions until it has sufficient cash (as reasonably determined by the General Partner) and the failure to pay such distributions in such circumstance shall not constitute a breach of this Agreement (and neither the General Partner not the Partnership shall have any obligation to take any action (including undertaking any asset or equity sales) to generate sufficient cash to make such distributions).

§5.4. Amounts Withheld. To the extent the Partnership (or any entity in which the Partnership holds a direct or indirect interest) is required by law to withhold or to make tax payments (including, without limitation, any imputed underpayments under the Code, or similar amounts under state, local, or non-U.S. law) on behalf of or with respect to any Partner, or if any entity in which the Partnership holds a direct or indirect interest is required to withhold on amounts payable to the Partnership or its Subsidiaries as a result of the status (e.g., based on tax residency or treaty qualification status) of a Partner, the General Partner may withhold such amounts and make such tax payments as so required. All such amounts withheld or payments made on behalf of a Partner or as a result of the status of a Partner (“Tax Amounts”) shall, at the option of the General Partner, (i) be promptly paid to the Partnership by the Partner on whose behalf such Tax Amount were made, or (ii) be repaid by reducing the amount of the current or next succeeding distribution or distributions which would otherwise have been made to such Partner or, if such distributions are not sufficient for that purpose, by so reducing the proceeds of liquidation otherwise payable to such Partner. Whenever the General Partner selects option (ii) pursuant to the preceding sentence for repayment of a Tax Amount by a Partner, for all other purposes of this Agreement such Partner shall be treated as having received all distributions (whether before or upon liquidation) unreduced by the amount of such Tax Amount. To the fullest extent permitted by law, each Partner hereby agrees to indemnify and hold harmless the Partnership and the other Partners from and against any liability (including, without limitation, any liability for taxes, penalties, additions to tax, interest or imputed underpayments under Section 6232(a) of the Code, or similar amounts under state, local, or non-U.S. law) with respect to income attributable to or distributions or other payments to such Partner. Each Partner’s obligations under this Section 5.4 shall survive the termination, liquidation, winding up and dissolution of the Partnership for the applicable statute of limitations period and will survive any partial or complete transfer or redemption of a Partner’s interest in the Partnership. Notwithstanding the foregoing or anything else in this Agreement, consistent with the terms of the Transaction Agreement and Section 7.1(a), without the prior written consent of Holdings (which consent may be withheld in Holdings’ sole discretion), in no event may the General Partner seek any indemnity from, reduce any distribution to, or otherwise seek to recoup value from Holdings, Holdings II, or GCM Grosvenor Management (or their equityholders or successors or assigns) pursuant to this Section 5.4 in connection with any Tax matter pertaining to the Partnership or its Subsidiaries for a taxable period (or portion thereof) ending on or before the Effective Date.

§5.5. Limitations on Distribution. Notwithstanding any provision to the contrary contained in this Agreement, the Partnership will not make a distribution to any Partner if such distribution would violate applicable law or the terms of any indebtedness of the Partnership.

§6. BOOKS AND RECORDS.

§6.1. Books, Records and Financial Statements.

(a) The General Partner shall cause to be maintained in the principal office of the Partnership a register setting forth the name and mailing address of each Partner and such other information as the General Partner desires (the “Register”). The Register shall from time to time be updated as necessary to accurately reflect the information therein. No update to the Register shall require an amendment to this Agreement.

(b) At all times during the continuance of the Partnership, the General Partner shall cause the Partnership to maintain, at its principal place of business, separate books of account for the Partnership that will show a true and accurate record of all costs and expenses incurred, all charges made, all credits made and received and all income derived in connection with the operation of the Partnership’s business in accordance with generally accepted accounting principles consistently applied, and, to the extent inconsistent therewith, in accordance with this Agreement.

§6.2. Accounting Methods. For financial reporting purposes and for purposes of determining Profits and Losses and other items required to be allocated pursuant to Section 4, the books and records of the Partnership will be kept on the accrual method of accounting, in accordance with GAAP consistently applied, and to the extent inconsistent therewith, in accordance with this Agreement. Such books and records and the entries therein will reflect all Partnership transactions and be appropriate for the Partnership’s business.

§6.3. Audit. The financial statements of the Partnership will be audited at the end of each Fiscal Year by the Partnership’s independent certified public accountant, with each such audit to be accompanied by a report of such accountant containing its opinion, addressed and provided to each of the Partners. The cost of such audits will be an expense of the Partnership. A copy of any such audited financial statements and accountant’s report, and any management letters from such accountants, will be provided to the Partners promptly upon receipt by the Partnership thereof. The General Partner may select and change the Partnership’s independent public accountants.

§7. TAX MATTERS.

§7.1. Tax Matters Partner.

(a) The General Partner is hereby initially designated as (i) “tax matters partner” of the Partnership for purposes of section 6231(a)(7) of the Code as in effect prior the amendments made by the BBA Act and (ii) the partnership representative pursuant to section 6223 of the Code, as amended by Public Law 114-74, the Bipartisan Budget Act of 2015 and the Consolidated Appropriations Act of 2016 (the “BBA Act”), for federal income tax returns filed for Fiscal Years for which such legislation applies to the Partnership (in its capacity as “tax matters partner or “partnership representative,” the “Tax Matters Partner”). Each Partner, by execution of this Agreement (and subject to the terms of the Transaction Agreement), hereby consents to the appointment of the General Partner as tax matters partner and partnership representative as set forth herein and agrees to execute, certify, acknowledge, deliver, swear to, file and record, at the appropriate public offices, such documents as may be necessary or appropriate to evidence such consent. Subject to the terms of this Agreement and the Transaction Agreement, the Tax Matters Partner shall have the power and authority to (A) manage and control, on behalf of the Partnership, any administrative proceeding at the Partnership level with the Internal Revenue Service relating to the determination of any item of Partnership income, gain, loss, deduction or credit for federal income tax purposes and (B) make any election under sections 6221-6241 of the Code, as amended by the BBA Act. Notwithstanding anything else in this Agreement (and consistent with the terms of the Transaction Agreement), with respect to any tax audit, examination, proceeding, claimed deficiency or other similar matter relating to the Partnership or its Subsidiaries that pertains to taxable periods (or portions thereof) ending on or prior to the Effective Date, if directed by Holdings, (1) the relevant entity shall (to the extent permissible under applicable Law) make or not make the election provided for under Section 1101(g)(4) of the BBA Act (or any similar election available under U.S. state or local law); and (2) with respect to any Tax liability arising out of such matter, the relevant entity shall not make the election provided for in Section 6226 of the Code with respect to such liability, and shall instead pay any “imputed underpayment” (or similar liability imposed under other provisions of applicable tax law) at the Partnership or other relevant entity-level. Notwithstanding anything else contained in this Agreement (including Section 5.4 and Section 7.1(c)), without the prior written consent of Holdings (which may be withheld in Holdings’ sole discretion), in no event will Holdings, Holdings II, or GCM Grosvenor Management (or their equityholders or successors or assigns) be required to amend any Tax Return in connection with the procedures described in Section 6225(c) of the Code, undertake any other alternative to payment by the Partnership or its Subsidiaries of any imputed underpayment as provided for in the immediately preceding sentence, or indemnify the Partnership or its Subsidiaries in respect of any liability described in the immediately preceding sentence (including via a reduction of distributions otherwise required to be made to such person). The terms of this Section 7.1(a) shall be solely for the benefit of Holdings, Holdings II and GCM Grosvenor Management (and their equityholders or successors or assigns); no other (current or former) partner of the Partnership shall be any third party beneficiary of the terms of this Section 7.1(a), and nothing herein shall limit any obligation of any such other partner with respect to Tax Amounts, Section 6225 Liabilities, or other liabilities for which any such partner may be responsible.

(b) The Tax Matters Partner will, within ten (10) days of the receipt of any notice from the Internal Revenue Service in any administrative proceeding at the Partnership level relating to the determination of any Partnership item of income, gain, loss, deduction or credit, mail a copy of such notice to each Partner. The Tax Matters Partner shall not, (i) enter into a settlement agreement with the Internal Revenue Service that purports to bind Holdings, Holdings II and GCM Grosvenor Management (or their equityholders or successors or assigns) without the written consent of Holdings (not to be unreasonably withheld, conditioned or delayed), or (ii) enter into an agreement extending the period of limitations for assessing an income tax deficiency with respect to any Partnership items without the approval of Holdings (for so long as any of Holdings, Holdings II or GCM Grosvenor Management or their equityholders or successors or assigns could be affected by such action, such consent not to be unreasonably withheld, conditioned or delayed); provided, that with respect to tax matters pertaining to any taxable period beginning after the Sunset Date (as defined in the Stockholders’ Agreement), the consent rights described in the preceding clauses (i) and (ii) shall only apply with respect to tax matters that could reasonably be expected to have a disproportionate adverse impact on Holdings, Holdings II and/or GCM Grosvenor Management (or their equityholders or successors or assigns) as compared to other Partners.

(c) If, the Partnership (or any entity in which the Partnership owns a direct or indirect interest) is subject to any liabilities for taxes, interest, or penalties under section 6225 of the Code (as amended by the BBA) or any similar state or local income tax statute (“Section 6225 Liabilities”), then except as otherwise provided in Section 7.1(a) or the Transaction Agreement the Partner to whom such liabilities are attributable shall promptly pay such amount to the Partnership. For this purpose, if the Partnership is obligated to pay any portion of a Section 6225 Liability of any other entity treated as a partnership for income tax purposes in which the Partnership holds an equity interest under the governing documents of such entity or otherwise, the amount for which the Partnership is liable shall be treated as a Section 6225 Liability of the Partnership for purposes of this Section 7.1(c). If the amount of a Section 6225 Liability attributable to a Partner remains unpaid, the Partnership, subject to the terms of Section 7.1(a), shall reduce future distributions or payments to such Partner by the amount of such unpaid liability (and such withheld amounts shall be treated as distributions to such Partner hereunder). Each Partner acknowledges that, notwithstanding the Transfer of all or any portion of its Common Units, it may remain liable for tax liabilities with respect to its allocable share of income and gain of the Partnership for the Partnership’s taxable years (or portions thereof) prior to such Transfer or redemption, as applicable under Section 6225 of the Code (as amended by the BBA), subject to the terms of this Agreement (including Section 7.1(a)).

(d) It is intended that, for purposes of determining whether any Section 6225 Liability is attributable to a Partner under Section 7.1(c) of this Agreement, the Partners shall (subject to the terms of this Agreement, including Section 7.1(a)) bear the economic burdens of any such liability in the same manner (to the maximum extent possible) in which the burdens of such tax, interest and penalties would have been borne by the Partners (or their respective direct or indirect equity owners) had the Partnership been entitled to “elect out” (and actually elected out) of the amendments made by the BBA under section 6221(b) of the Code for the taxable year of the Partnership at issue, except to the extent that Section 6225 Liability is unable to take into account partner level attributes.

(e) The Partnership shall not be obligated to pay any fees or other compensation to the Tax Matters Partner in its capacity as such. However, the Partnership shall reimburse the Tax Matters Partner for any and all out-of-pocket costs and expenses (including reasonable attorneys and other professional fees) incurred by it in its capacity as Tax Matters Partner.

(f) This Section 7.1 shall survive the termination of this Agreement.

§7.2. Section 754 Election. The Partnership (and to the extent provided in the Tax Receivable Agreement, each Subsidiary of the Partnership that is treated as a partnership for U.S. federal income tax purposes) shall have in effect an election under Section 754 of the Code for the taxable year in which the date of this Agreement occurs. Each Partner will, upon request of the Tax Matters Partner, supply the information necessary to give effect to any such election.

§7.3. Taxation as Partnership. The Partnership will be treated as a partnership for U.S. federal income tax purposes and will be an accrual basis taxpayer.

§7.4. Other Tax Matters.

(a) The Parties intend that (i) payments made under the Tax Receivable Agreement that are attributable to the Purchase (as such term is defined in the Tax Receivable Agreement) be treated as additional consideration in respect of the transfer of the Option (as defined in the Option Agreement) and the interests in the Partnership acquired directly or indirectly from Holdings on the Closing Date except to the extent required to be treated as imputed interest under applicable law; (ii) that payments made under the Tax Receivable Agreement in respect of Redemptions or any Direct Exchanges be treated as additional consideration in respect of the transfer of the interests in the Partnership effectuated in connection with such Redemptions or Direct Exchanges except to the extent required to be treated as imputed interest under applicable law; and (iii) that the conversion of the Previous Interests into interests in the Partnership in connection with the transactions contemplated by Section 3.2 be treated as a non-taxable recapitalization of the equity interests in the Partnership. The Parties will, and will cause all of their Affiliates to, file all tax returns consistent with the foregoing.

(b) The General Partner shall arrange for the preparation and filing of all tax returns required to be filed by the Partnership. After the Sunset Date (as defined in the Stockholders’ Agreement), on or before April 15, June 15, September 15, and December 15 of each Fiscal Year (or, if the due dates for estimated tax payments applicable to the Partners or their equityholders are modified after the date of this Agreement, on or before such modified due dates), the Partnership shall send to each Person who was a Partner at any time during the prior quarter, an estimate of information that each such Partner reasonably requires in connection with discharging its tax reporting and estimated tax payment obligations.  In addition, as soon as reasonably practicable after the end of a Fiscal Year, the Partnership shall provide to each Partner a statement showing an estimate of such Partner’s state tax apportionment information and such Partner’s estimated allocations of taxable income, gains, losses, deductions and credits for such Fiscal Year and, as soon as reasonably practicable following the end of the prior Fiscal Year, the Company shall send to each Partner a statement showing such Partner’s final state tax apportionment information and allocations to the Partners of taxable income, gains, losses, deductions and credits for such Fiscal Year and a completed IRS Schedule K-1 (and, if applicable, completed Schedules K-2 and K-3).

(c) For so long as Holdings remains a Partner, at least twenty (20) days prior to the filing of the U.S. federal income tax return for the Partnership, the Partnership shall provide to Holdings a draft copy of such tax return (including Schedules K-1 and, if applicable, Schedules K-2 and K-3) for Holdings’ review and approval.

§8. LIABILITY, EXCULPATION AND INDEMNIFICATION.

§8.1. Exculpation.

(a) A “Covered Person” shall mean any Partner, any Affiliate of a Partner, any partner, shareholder, member, director, officer, agent, or employee of any Partner or of any Affiliate of any Partner, any director, officer, agent, or employee of the Partnership or of any of its Subsidiaries, and any Person who, at the request of the Partnership serves in any capacity on behalf of another entity, including, without limitation, any director, officer or employee of CF Intermediate or the Corporation. No Covered Person will be liable to the Partnership or any other Covered Person for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Partnership and in a manner reasonably believed to be within the scope of authority conferred on such Covered Person by this Agreement, except that a Covered Person will be liable for any such loss, damage or claim incurred by reason of such Covered Person’s gross negligence, willful misconduct, or knowing violation of the law or of this Agreement.

(b) A Covered Person will be fully protected in relying in good faith upon the records of the Partnership (or such other entity which he or she serves) and upon such information, opinions, reports or statements presented to the Partnership (or such other entity which he or she serves) by any Person as to matters the Covered Person reasonably believes are within such other Person’s professional or expert competence and who in the reasonable belief of such Covered Person has been selected with reasonable care by or on behalf of the Partnership (or such other entity which he or she serves), including information, opinions, reports or statements as to the value and amount of the assets, liabilities, profits, losses, or any other facts pertinent to the existence and amount of assets from which distributions to Partners might properly be paid.

§8.2. Indemnification by the Partnership.

(a) To the fullest extent permitted by law, in addition to any indemnification obligations of the Corporation and CF Intermediate, the Partnership shall indemnify any Covered Person to the extent and in the manner specified in this Section 8.2.

(b) A Covered Person who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of alleged acts or omissions in his capacity as a Covered Person (a “Covered Proceeding”), other than a Covered Proceeding brought by or in the right of the Partnership or the Partners generally, shall be indemnified and held harmless by the Partnership from and against all losses, claims, damages, liabilities, expenses (including reasonable legal fees and expenses), judgments, fines, settlements, and other amounts which the Covered Person may actually and reasonably incur in connection with or by reason of such Covered Proceeding, by reason of any acts, omissions, or alleged acts or omissions committed directly or indirectly on behalf of the Partnership (whether or not the Covered Person is still acting in such capacity at the commencement of or during such Covered Proceeding), except to the extent that such act or omission was done fraudulently or in bad faith or as a result of willful and wanton misconduct or gross negligence or except to the extent that, with respect to any criminal action or proceeding, such Person had reasonable cause to believe his conduct was unlawful. The termination of any Covered Proceeding by judgment, order, conviction, plea, settlement, or its equivalent, shall not of itself create a presumption that the act or omission was done fraudulently or in bad faith or as a result of wanton or willful misconduct or, with respect to any criminal Covered Proceeding, that the Person had reasonable cause to believe that his conduct was unlawful.

(c) A Covered Person who was or is a party, or is threatened to be made a party, by reason of alleged acts or omissions in his capacity as a Covered Person, to any Covered Proceeding brought by or in the right of the Partnership or of the Partners generally to procure a judgment in its or their favor, shall be indemnified and held harmless as set forth in subsection (b) to the extent that such Covered Person acted in good faith and in a manner such Covered Person reasonably believed to be in or not opposed to the best interests of the Partnership. If the Covered Person shall have been adjudicated by final and nonappealable order in such Covered Proceeding to be liable to the Partnership or to the Partners generally, then the indemnification provided for in the preceding sentence shall apply only to the extent that the tribunal having jurisdiction over such Covered Proceeding shall determine that, despite the adjudication of liability, in view of all the circumstances of the case, the Covered Person is fairly and reasonably entitled to such indemnification.

(d) The Partnership shall pay, (i) from the inception of a Covered Proceeding and for its entire duration, all costs and expenses of the Covered Person with respect to such Covered Proceeding as they become due, including without limitation reasonable legal fees and expenses, and (ii) in connection with the termination of a Covered Proceeding (whether or not appellate or other review proceedings are taken or contemplated), all judgments, fines, settlement payments, and other amounts incurred by the Covered Person, provided that in each case described in clause (i) or (ii), the Covered Person shall have delivered to the Partnership a written undertaking to repay all such amounts to the Partnership to the extent it is determined, as provided in subsection (b) or (c), that the Covered Person is not entitled to indemnification with respect to part or all of the amounts paid.

(e) The Partnership shall be entitled to control the defense of any Covered Person in a Covered Proceeding as well as any settlement with respect to such Covered Person, including without limitation the selection and direction of counsel. The Covered Person shall not consent to the entry of any judgment or other dispositive order or to any settlement without the consent of the Partnership. The Partnership and counsel selected by it shall not consent to the entry of any judgment or other dispositive order as to the Covered Person which does not provide for a complete and unconditional release of all liability in favor of the Covered Person.

(f) The obligations of the Partnership under this Section 8.2 shall be enforceable solely against the assets of the Partnership, and not against the assets of any Partner, of any member of the General Partner, or of any officer, director, agent, or employee of the Partnership or the General Partner. The provisions of this Section 8.2 are solely for the benefit of the Covered Person and his, her, or its heirs, personal representatives, successors, and assigns.

(g) The rights and remedies granted a Covered Person by this Section 8.2 shall be in addition to, and not in lieu of, (i) any and all rights and remedies available to a Covered Person against the Partnership or any other Person, whether conferred by any provision of law, by any agreement, bylaw, articles of incorporation, or other document, or by any resolution or other action, and (ii) any and all rights and claims available to a Covered Person under any policy of insurance. Amounts payable under this Section 8.2 shall not be reduced or deferred by reason of any such other rights, remedies, or claims which may be available to a Covered Person, provided however, that a Covered Person shall have only one satisfaction with respect to amounts incurred, and provided further, that the Partnership shall be subrogated to a Covered Person’s claims against other Persons and under any policy of insurance, to the extent of payments made by the Partnership to such Covered Person under this Section 8.2. Notwithstanding anything herein to the contrary, no Person other than Holdings and Michael J. Sacks shall be entitled to any rights under this Section 8.2 without the prior written consent of the General Partner.

§8.3. Insurance. The Partnership may purchase and maintain such insurance with such coverages on behalf of Covered Persons and such other Persons as the General Partner may determine, against any liability that may be asserted against or expenses that may be incurred by any such Person in connection with the activities of the Partnership (or such other entity which he or she serves), regardless of whether the Partnership (or such entity) would have the power to indemnify such Person against such liability under the provisions of this Agreement. The General Partner and the Partnership may enter into indemnity contracts with Covered Persons or other parties and adopt written procedures pursuant to which arrangements are made for the advancement of expenses and the funding of obligations under Section 8.2(b) above and containing such other procedures regarding indemnification as are appropriate, provided that such contracts and procedures shall not be in derogation of the protections provided by this Section 8. No Covered Person shall be permitted to make a claim under any insurance coverage purchased and maintained by the Partnership without the prior written consent of the General Partner. For the avoidance of doubt, any costs or liabilities under any indemnity contract entered into by the Corporation or CF Intermediate with a Covered Person shall be paid by the Partnership.

§9. RESTRICTIONS ON TRANSFERS OF PARTNERSHIP INTERESTS.

§9.1. Transfers by the General Partner. The General Partner may not Transfer all or any part of its Partnership Interest without the consent of the Limited Partners holding at least a majority of the aggregate Common Units then-outstanding.

§9.2. Transfers by the Limited Partners.

(a) Except as set forth in Section 9.2(b) or Section 9.5, to the fullest extent permitted by law, no Limited Partner may Transfer all or any part of such Limited Partner’s Common Units without the prior written consent of the General Partner, which consent may be given or withheld in the General Partner’s sole and absolute discretion. Unless a Transferee is admitted as a substitute Limited Partner in accordance with Section 9.3(b), a Transfer by a Limited Partner of all or any part of such Limited Partner’s Common Units shall not release such Limited Partner from any of such Limited Partner’s obligations or liabilities hereunder or limit the General Partner’s rights with respect to such Limited Partner of any nature whatsoever arising under this Agreement; provided, that any such Transferee shall be entitled to allocations and distributions with respect to its Common Units but shall not have any of the other rights of a Limited Partner under this Agreement.

(b) The restrictions contained in Section 9.2(a) shall not apply to any of the following (each, a “Permitted Transfer” and each transferee, a “Permitted Transferee”): (i)(A) a Transfer pursuant to a Redemption or Direct Exchange in accordance with Section 10 or (B) a Transfer by a Limited Partner to another Limited Partner, the Limited Partnership or any of its Subsidiaries, (ii) a Transfer to an Affiliate of, or owner of an equity interest in, a Limited Partner (including any distribution by such Limited Partner to its members, partners or shareholders or any redemption of the equity interests in such Limited Partner held by one or more of its members, partners or shareholders, and any related distributions or redemptions by such members, partners or shareholders to their respective members, partners or shareholders) or (iii) any Transfer of equity or other interests in such Limited Partner (including, for the avoidance of doubt, any Transfers of equity or other interests in the Corporation) so long as such Transfer is consistent with the terms of any agreement with the Corporation and/or the Partnership; provided, however, that (x) the restrictions contained in this Agreement will continue to apply to the transferred Partnership Interests after any Permitted Transfer of such Partnership Interests, and (y) in the case of the foregoing clause (ii), prior to such Transfer the transferor will deliver a written notice to the General Partner, which notice will disclose in reasonable detail the identity of the proposed Permitted Transferee; provided, further, that, with respect to the foregoing clauses (i)(B), (ii) and (iii), no such Transfer shall be a Permitted Transfer if it would result in the managing member of Holdings, directly or indirectly, owning, holding or otherwise having Control over a number of Common Units that is less than the Minimum Controlled Units.

§9.3. Certain Provisions Applicable to Transfers. Any Person who acquires Common Units in accordance with this Agreement (“Transferee”) shall be admitted as a Limited Partner upon the satisfaction of the following conditions:

(i) the Transferee agrees to be bound by all the terms and provisions of this Agreement applicable to it;

(ii) the Transferor and Transferee execute and acknowledge such other instruments, in form and substance satisfactory to the General Partner, as the General Partner may deem necessary or desirable to effect such substitution; and

(iii) such Transfer does not (A) cause the Partnership to become a “publicly traded partnership”, as such term is defined in Section 469(k)(2) or 7704 of the Code, or (B) cause the Partnership to become subject to regulation or inspection under the Bank Holding Company Act of 1956, as amended.

(b) For purposes of this Section 9, a transaction shall be deemed to be a Transfer, irrespective of its form, if it has economic effect which is substantially equivalent to that of a Transfer under the relevant circumstances.

§9.4. Pledges. With the prior written consent of the General Partner, a holder of Common Units may pledge or grant a security interest in such Common Units subject to the following conditions:

(a) such pledge or grant of security interest shall be made in connection with a bona fide extension of credit by a Person (the “Lender”) who in the ordinary course of such Person’s business engages in such extensions of credit; and

(b) prior to completing such pledge or grant of security interest, such holder shall deliver to the General Partner an undertaking or other instrument reasonably satisfactory to the General Partner (and for the benefit of each holder of Common Units) in which the Lender acknowledges and agrees that the exercise by the Lender of remedies involving Transfer of ownership of such shares or of rights appurtenant thereto will be a Transfer subject to all the terms of conditions of this Agreement.

§9.5. Certain Transactions with respect to the Corporation.

(a) In connection with a Change of Control Transaction prior to the Sunset Date, each Limited Partner (other than CF Intermediate) shall, and the General Partner shall have the right, in its sole discretion, to require each Limited Partner (other than CF Intermediate) to, effect a Redemption of all or a portion of such Limited Partner’s Common Units, pursuant to which such Common Units will be exchanged for shares of Class A Common Stock (or economically equivalent cash or securities of a successor entity), mutatis mutandis, in accordance with the Redemption provisions of Section 10 (applied for this purpose as if the Corporation had delivered an Election Notice that specified a Share Settlement with respect to such Redemption) and otherwise in accordance with this Section 9.5(a). Any such Redemption pursuant to this Section 9.5(a) shall be effective immediately prior to the consummation of such Change of Control Transaction (and, for the avoidance of doubt, shall be contingent upon the consummation of such Change of Control Transaction and shall not be effective if such Change of Control Transaction is not consummated) (the date of such Redemption pursuant to this Section 9.5(a), the “Change of Control Date”). From and after the Change of Control Date, (i) the Common Units subject to such Redemption shall be deemed to be transferred to CF Intermediate on the Change of Control Date and (ii) each such Limited Partner shall cease to have any rights with respect to the Common Units subject to such Redemption (other than the right to receive shares of Class A Common Stock (or economically equivalent cash or equity securities in a successor entity) pursuant to such Redemption). In the event of an expected Change of Control Transaction, the General Partner shall provide written notice of an expected Change of Control Transaction to all Limited Partners within the earlier of (x) five (5) business days following the execution of an agreement with respect to such Change of Control Transaction and (y) ten (10) business days before the proposed date upon which the contemplated Change of Control Transaction is to be effected, including in such notice such information as may reasonably describe the Change of Control Transaction, subject to applicable law or regulation, including the date of execution of such agreement or such proposed effective date, as applicable, the amount and types of consideration to be paid for shares of Class A Common Stock in the Change of Control Transaction and any election with respect to types of consideration that a holder of shares of Class A Common Stock, as applicable, shall be entitled to make in connection with a Change of Control Transaction (which election shall be available to each Limited Partner on the same terms as holders of shares of Class A Common Stock). Following delivery of such notice and on or prior to the Change of Control Date, the Limited Partners shall take all actions reasonably requested by the Corporation to effect such Redemption, including taking any action and delivering any document required pursuant to this Section 9.5(a) to effect such Redemption.

(b) In the event that a tender offer, share exchange offer, issuer bid, take-over bid, recapitalization, or similar transaction with respect to Class A Common Stock (a “Pubco Offer”) is proposed by the Corporation or is proposed to the Corporation or its stockholders and approved by the Board or is otherwise effected or to be effected with the consent or approval of the Board, the General Partner shall provide written notice of the Pubco Offer to all Limited Partners within the earlier of (i) five (5) business days following the execution of an agreement (if applicable) with respect to, or the commencement of (if applicable), such Pubco Offer and (ii) ten (10) business days before the proposed date upon which the Pubco Offer is to be effected, including in such notice such information as may reasonably describe the Pubco Offer, subject to applicable law or regulation, including the date of execution of such agreement (if applicable) or of such commencement (if applicable), the material terms of such Pubco Offer, including the amount and types of consideration to be received by holders of shares of Class A Common Stock in the Pubco Offer, any election with respect to types of consideration that a holder of shares of Class A Common Stock, as applicable, shall be entitled to make in connection with such Pubco Offer, and the number of Common Units held by such Limited Partner that is applicable to such Pubco Offer. The Limited Partners shall be permitted to participate in such Pubco Offer by delivering a written notice of participation that is effective immediately prior to the consummation of such Pubco Offer (and that is contingent upon consummation of such offer), and shall include such information necessary for consummation of such offer as requested by the Corporation. In the case of any Pubco Offer that was initially proposed by the Corporation, the Corporation shall use reasonable best efforts to enable and permit the Limited Partners to participate in such transaction to the same extent or on an economically equivalent basis as the holders of shares of Class A Common Stock, and to enable such Limited Partners to participate in such transaction without being required to exchange Common Units prior to the consummation of such transaction.

(c) In the event that a transaction or proposed transaction constitutes both a Change of Control Transaction and a Pubco Offer, the provisions of Section 9.5(a) shall take precedence over the provisions of Section 9.5(b) with respect to such transaction, and the provisions of Section 9.5(b) shall be subordinate to provisions of Section 9.5(a), and may only be triggered if the General Partner elects to waive the provisions of Section 9.5(a).

§10. REDEMPTION AND DIRECT EXCHANGE RIGHTS.

§10.1. Redemption Right of a Partner.

(a) Each Limited Partner (other than the Corporation and its Subsidiaries) shall be entitled to cause the Partnership to redeem (a “Redemption”) its Common Units in whole or in part (the “Redemption Right”) at any time and from time to time following the waiver or expiration of the Lock-Up Period (as defined in the Stockholders’ Agreement), relating to the shares of the Corporation that may be applicable to such Partner. A Limited Partner desiring to exercise its Redemption Right (each, a “Redeeming Limited Partner”) shall exercise such right by giving written notice (the “Redemption Notice”) to the Partnership with a copy to the Corporation. The Redemption Notice shall specify the number of Common Units (the “Redeemed Units”) that the Redeeming Limited Partner intends to have the Partnership redeem and a date, not less than three (3) business days nor more than ten (10) business days after delivery of such Redemption Notice (unless and to the extent that the General Partner in its sole discretion agrees in writing to waive such time periods), on which exercise of the Redemption Right shall be completed (the “Redemption Date”); provided, that the Partnership, the Corporation and the Redeeming Limited Partner may change the number of Redeemed Units and/or the Redemption Date specified in such Redemption Notice to another number and/or date by mutual agreement signed in writing by each of them; provided, further, that in the event the Corporation elects a Share Settlement, the Redemption may be conditioned (including as to timing) by the Redeeming Limited Partner on the closing of an underwritten distribution of the shares of Class A Common Stock that may be issued in connection with such proposed Redemption. Subject to Section 10.3 and unless the Redeeming Limited Partner has revoked or delayed a Redemption as provided in Section 10.1(d), on the Redemption Date (to be effective immediately prior to the close of business on the Redemption Date):

(i) the Redeeming Limited Partner shall Transfer and surrender, free and clear of all liens and encumbrances the Redeemed Units to the Partnership (including any certificates representing the Redeemed Units if they are certificated); and

(ii) the Partnership shall (x) cancel the Redeemed Units, (y) transfer to the Redeeming Limited Partner the consideration to which the Redeeming Limited Partner is entitled under Section 10.1(b), and (z) if the Units are certificated, issue to the Redeeming Limited Partner a certificate for a number of Common Units equal to the difference (if any) between the number of Common Units evidenced by the certificate surrendered by the Redeeming Limited Partner pursuant to clause (i) of this Section 10.1(a) and the Redeemed Units.

(b) The Corporation shall have the option as provided in Section 10.2 to elect to have the Redeemed Units be redeemed in consideration for either a Share Settlement or a Cash Settlement. The Corporation shall give written notice (the “Election Notice”) to the Partnership (with a copy to the Redeeming Limited Partner) of such election within three (3) Business Days of receiving the Redemption Notice; provided, that if the Corporation does not timely deliver an Election Notice, the Corporation shall be deemed to have elected the Share Settlement method (subject to the limitations set forth above). The Corporation may only elect a Cash Settlement if such Cash Settlement is limited to the net proceeds from any issuance of shares of Class A Common Stock issued for the purpose of satisfying such Cash Settlement.

(c) [RESERVED]

(d) In the event the Corporation elects a Share Settlement in connection with a Redemption, a Redeeming Limited Partner shall be entitled to revoke its Redemption Notice or delay the consummation of a Redemption if any of the following conditions exists:

(i) any registration statement pursuant to which the resale of the Class A Common Stock to be registered for such Redeeming Limited Partner at or immediately following the consummation of the Redemption shall have ceased to be effective pursuant to any action or inaction by the SEC or no such resale registration statement has yet become effective;

(ii) the Corporation shall have failed to cause any related prospectus to be supplemented by any required prospectus supplement necessary to effect such Redemption;

(iii) the Corporation shall have exercised its right to defer, delay or suspend the filing or effectiveness of a registration statement and such deferral, delay or suspension shall affect the ability of such Redeeming Limited Partner to have its Class A Common Stock registered at or immediately following the consummation of the Redemption;

(iv) the Redeeming Limited Partner is in possession of any material non-public information concerning the Corporation, the receipt of which results in such Redeeming Limited Partner being prohibited or restricted from selling Class A Common Stock at or immediately following the Redemption without disclosure of such information (and the Corporation does not permit disclosure of such information);

(v) any stop order relating to the registration statement pursuant to which the Class A Common Stock was to be registered by such Redeeming Limited Partner at or immediately following the Redemption shall have been issued by the SEC;

(vi) there shall have occurred a material disruption in the securities markets generally or in the market or markets in which the Class A Common Stock is then traded;

(vii) there shall be in effect an injunction, a restraining order or a decree of any nature of any Governmental Entity that restrains or prohibits the Redemption;

(viii) the Corporation shall have failed to comply in all material respects with its obligations under the Registration Rights Agreement, and such failure shall have affected the ability of such Redeeming Limited Partner to consummate the resale of Class A Common Stock to be received upon such Redemption pursuant to an effective registration statement; or

(ix) the Redemption Date would occur three (3) Business Days or less prior to, or during, a Black-Out Period;

If a Redeeming Limited Partner delays the consummation of a Redemption pursuant to this Section 10.1(d), the Redemption Date shall occur on the fifth (5^th) business day following the date on which the condition(s) giving rise to such delay cease to exist (or such earlier day as the Corporation, the Partnership and such Redeeming Limited Partner may agree in writing).

(e) Without limiting the terms of this Agreement related to Tax Advances, the number of shares of Class A Common Stock (or Redeemed Units Equivalent, if applicable) (together with any Corresponding Rights) applicable to any Share Settlement or Cash Settlement shall not be adjusted on account of any distributions previously made with respect to the Redeemed Units or dividends previously paid with respect to Class A Common Stock; provided, however, that if a Redeeming Limited Partner causes the Partnership to redeem Redeemed Units and the Redemption Date occurs subsequent to the record date for any distribution with respect to the Redeemed Units but prior to payment of such distribution, the Redeeming Limited Partner shall be entitled to receive such distribution with respect to the Redeemed Units on the date that it is made notwithstanding that the Redeeming Limited Partner Transferred and surrendered the Redeemed Units to the Partnership prior to such date; provided, further, however, that a Redeeming Limited Partner shall be entitled to receive any and all distributions pursuant to Section 5.3 that such Redeeming Limited Partner otherwise would have received in respect of income allocated to such Limited Partner for the portion of any tax year irrespective of whether such distribution(s) are declared or made after the Redemption Date.

(f) In the case of a Share Settlement, in the event a reclassification or other similar transaction occurs following delivery of a Redemption Notice, but prior to the Redemption Date, as a result of which shares of Class A Common Stock are converted into another security, then a Redeeming Limited Partner shall be entitled to receive the amount of such other security (and, if applicable, any Corresponding Rights) that the Redeeming Limited Partner would have received if such Redemption Right had been exercised and the Redemption Date had occurred immediately prior to the record date of such reclassification or other similar transaction.

(g) Notwithstanding anything to the contrary contained herein, neither the Partnership nor the Corporation shall be obligated to effectuate a Redemption if such Redemption could (as determined in the reasonable discretion of the General Partner) cause the Partnership to be treated as a “publicly traded partnership” or to be taxed as a corporation pursuant to Section 7704 of the Code or successor provisions of the Code.

§10.2. Election and Contribution of the Corporation. Unless the Redeeming Limited Partner has timely revoked or delayed a Redemption as provided in Sections 10.1(d), subject to Section 10.3, on the Redemption Date (to be effective immediately prior to the close of business on the Redemption Date) (i) the Corporation shall make a capital contribution to CF Intermediate and CF Intermediate shall make a Capital Contribution to the Partnership (in the form of the Share Settlement or the Cash Settlement, as determined by the Corporation in accordance with Section 10.1(b)), and (ii) in the event of a Share Settlement, the Partnership shall issue to CF Intermediate a number of Common Units equal to the number of Redeemed Units surrendered by the Redeeming Limited Partner. Notwithstanding any other provisions of this Agreement to the contrary, but subject to Section 10.3, in the event that the Corporation elects a Cash Settlement, the Corporation shall only be obligated to contribute to CF Intermediate, and CF Intermediate shall only be obligated to contribute to the Partnership, an amount in respect of such Cash Settlement equal to the Redeemed Units Equivalent with respect to such Cash Settlement, which in no event shall exceed the amount actually paid by the Partnership to the Redeeming Limited Partner as the Cash Settlement.

§10.3. Direct Exchange Right of the Corporation.

(a) Notwithstanding anything to the contrary in this Section 10 (save for the limitations set forth in Section 10.1(b) regarding the Corporation’s option to select the Share Settlement or the Cash Settlement, and without limitation to the rights of the Limited Partners under Section 10.1, including the right to revoke a Redemption Notice), the Corporation may, in its sole and absolute discretion (subject to the limitations set forth on such discretion in Section 10.1(b)), elect to effect on the Redemption Date the exchange of Redeemed Units for the Share Settlement or the Cash Settlement, as the case may be, through a direct exchange of such Redeemed Units and the Share Settlement or the Cash Settlement, as applicable, between the Redeeming Limited Partner, on the one hand, and the Corporation and CF Intermediate, on the other hand (a “Direct Exchange”) (rather than contributing the Share Settlement or the Cash Settlement, as the case may be, to CF Intermediate, followed by a contribution by CF Intermediate to the Partnership in accordance with Section 10.2 for purposes of the Partnership redeeming the Redeemed Units from the Redeeming Limited Partner in consideration of the Share Settlement or the Cash Settlement, as applicable). Upon such Direct Exchange pursuant to this Section 10.3, CF Intermediate shall acquire the Redeemed Units and shall be treated for all purposes of this Agreement as the owner of such Units.

(b) The Corporation may, at any time prior to a Redemption Date (including after delivery of an Election Notice pursuant to Section 10.1(b)), deliver written notice (an “Exchange Election Notice”) to the Partnership and the Redeeming Limited Partner setting forth its election to exercise its right to consummate a Direct Exchange; provided, that such election is subject to the limitations set forth in Section 10.1(b) and does not unreasonably prejudice the ability of the parties to consummate a Redemption or Direct Exchange on the Redemption Date. An Exchange Election Notice may be revoked by the Corporation at any time; provided, that any such revocation does not unreasonably prejudice the ability of the parties to consummate a Redemption or Direct Exchange on the Redemption Date. The right to consummate a Direct Exchange in all events shall be exercisable for all of the Redeemed Units that would have otherwise been subject to a Redemption.

(c) Except as otherwise provided by this Section 10.3, a Direct Exchange shall be consummated pursuant to the same timeframe as the relevant Redemption would have been consummated if the Corporation had not delivered an Exchange Election Notice and as follows:

(i) the Redeeming Limited Partner shall transfer and surrender, free and clear of all liens and encumbrances, the Redeemed Units to CF Intermediate;

(ii) the Corporation shall cause CF Intermediate to pay to the Redeeming Limited Partner the Share Settlement or the Cash Settlement, as applicable; and

(iii) the Partnership shall (x) register CF Intermediate as the owner of the Redeemed Units and (y) if the Units are certificated, issue to the Redeeming Limited Partner a certificate for a number of Common Units equal to the difference (if any) between the number of Common Units evidenced by the certificate surrendered by the Redeeming Limited Partner pursuant to Section 10.3(c)(i) and the Redeemed Units, and issue to CF Intermediate a certificate for the number of Redeemed Units.

§10.4. Reservation of shares of Class A Common Stock; Listing; Certificate of Incorporation. At all times the Corporation shall reserve and keep available out of its authorized but unissued Class A Common Stock, solely for the purpose of issuance upon a Share Settlement in connection with a Redemption or Direct Exchange, such number of shares of Class A Common Stock as shall be issuable upon any such Share Settlement pursuant to a Redemption or Direct Exchange; provided that nothing contained herein shall be construed to preclude the Corporation from satisfying its obligations in respect of any such Share Settlement pursuant to a Redemption or Direct Exchange by delivery of purchased Class A Common Stock (which may or may not be held in the treasury of the Corporation) or by way of Cash Settlement. the Corporation shall deliver Class A Common Stock that has been registered under the Securities Act with respect to any Share Settlement pursuant to a Redemption or Direct Exchange to the extent a registration statement is effective and available with respect to such shares. The Corporation shall use its commercially reasonable efforts to list the Class A Common Stock required to be delivered upon any such Share Settlement pursuant to a Redemption or Direct Exchange prior to such delivery upon each national securities exchange upon which the outstanding shares of Class A Common Stock are listed at the time of such Share Settlement pursuant to a Redemption or Direct Exchange (it being understood that any such shares may be subject to transfer restrictions under applicable securities Laws). The Corporation covenants that all shares of Class A Common Stock issued in connection with a Share Settlement pursuant to a Redemption or Direct Exchange will, upon issuance, be validly issued, fully paid and non-assessable. The provisions of this Section 10 shall be interpreted and applied in a manner consistent with any corresponding provisions of the Corporation’s certificate of incorporation (if any).

§10.5. Effect of Exercise of Redemption or Direct Exchange. This Agreement shall continue notwithstanding the consummation of a Redemption or Direct Exchange by a Limited Partner and all rights set forth herein shall continue in effect with respect to the remaining Limited Partners and, to the extent the Redeeming Limited Partner has any remaining Common Units following such Redemption or Direct Exchange, the Redeeming Limited Partner. No Redemption or Direct Exchange shall relieve a Redeeming Limited Partner of any prior breach of this Agreement by such Redeeming Limited Partner.

§10.6. Tax Treatment. Unless otherwise required by applicable Law, the parties hereto acknowledge and agree that a Redemption or a Direct Exchange, as the case may be, shall be treated as a direct exchange between the Corporation (through its disregarded entity Subsidiary, CF Intermediate) and the Redeeming Limited Partner for U.S. federal and applicable state and local income tax purposes.

§11. DISSOLUTION, LIQUIDATION AND TERMINATION.

§11.1. Dissolution. The Partnership will be dissolved and its affairs will be wound up upon the occurrence of the first of any of the following events:

(a) the written agreement of 80% of the Partners; or

(b) dissolution required by operation of law.

§11.2. Notice of Dissolution. Upon the dissolution of the Partnership, the General Partner will promptly notify each of the Partners of such dissolution.

§11.3. Liquidation. Upon dissolution of the Partnership, the General Partner, as liquidating trustee, will immediately commence to wind up the Partnership’s affairs; provided, however, that a reasonable time will be allowed for the orderly liquidation of the assets of the Partnership and the satisfaction of liabilities to creditors so as to enable the Partners to minimize the normal losses attendant upon a liquidation. The Partners will continue to share Profits and Losses and other items required to be allocated under Section 4, in the same manner as before the dissolution of the Partnership. The proceeds of liquidation will be applied (i) first, to the payment of amounts owed to creditors, (ii) then to the establishment of such reserves for contingent liabilities and costs of liquidation as the General Partner may reasonably determine, and (iii) then to distributions to the Partners in accordance with Section 5.1.

§11.4. Termination. The Partnership will terminate when all of the assets of the Partnership have been distributed in the manner provided for in Section 11.3. Notwithstanding the foregoing, Section 2.5, Section 4, Section 7, Section 8, this Section 11 and Section 12 will survive termination of the Partnership and this Agreement in accordance with their terms.

§11.5. Claims of the Partners. Partners and former Partners will look solely to the Partnership’s assets for the return of their Capital Contributions, and if the assets of the Partnership remaining after payment of or due provision for all debts, liabilities and obligations of the Partnership are insufficient to return such Capital Contributions, the Partners and former Partners will have no recourse against the Partnership or any other Partner.

§12. MISCELLANEOUS.

§12.1. Notices. All notices provided for in this Agreement will be in writing, duly signed by the party giving such notice, addressed as follows:

(a) If given to the Partnership, to the General Partner at the address for such Partner set forth on Exhibit A; and

(b) If given to any Limited Partner or any of such Partner’s members or shareholders, at its address set forth on Exhibit A.

(c) All notices required or permitted by this Agreement shall be given by overnight first class mail, postage prepaid, sent by commercial overnight courier service or by electronic mail (with a subject indicating that it is a notice pursuant to this Agreement, provided that a copy of such notice is sent the same day to the recipient by a nationally recognized overnight courier service (charges prepaid) and provided, further, that receipt is confirmed promptly thereafter). Any such notice will be deemed to have been duly given or made and to have become legally effective, in each case, only at the time of receipt thereof by both the primary Person to whom it is directed and each Person to whom a copy is required to be sent in accordance with Exhibit A. Any provision in this Agreement referring to the “giving” of a notice (as opposed to “delivery” or some other such term) shall be construed in accordance with the preceding sentence.

§12.2. Failure to Pursue Remedies. The failure of any party to seek redress for violation of, or to insist upon the strict performance of, any provision of this Agreement will not prevent a subsequent act, which would have originally constituted a violation from having the effect of an original violation.

§12.3. Cumulative Remedies. The rights and remedies provided by this Agreement are cumulative and the use of any one right or remedy by any party will not preclude or waive its right to use any or all other remedies. Said rights and remedies are given in addition to any other rights the parties may have by law, statute, ordinance or otherwise.

§12.4. Binding Effect. Subject to other applicable provisions of this Agreement, this Agreement will be binding upon and inure to the benefit of the parties and, to the extent permitted by this Agreement, their successors, heirs, legal representatives and assigns. Whenever any provision of this Agreement refers to a Partner, such provision shall be deemed to refer also to any Transferee of a Partnership Interest of such Partner, subject to other applicable provisions of this Agreement.

§12.5. Interpretation. All references to “this Agreement” include the exhibits, schedules, and appendixes hereto. Throughout this Agreement, nouns, pronouns and verbs will be construed as masculine, feminine, neuter, singular or plural, whichever will be applicable. All references herein to Sections, subsections, paragraphs or clauses, or to exhibits, schedules or appendixes, will refer to corresponding provisions of this Agreement. Use of the word “including” shall mean “including without limitation,” unless otherwise stated.

§12.6. Severability. The invalidity or unenforceability of any particular provision of this Agreement will not affect the other provisions hereof, and this Agreement will be construed in all respects as if such invalid or unenforceable provision were omitted.

§12.7. Counterparts. This Agreement may be executed in any number of counterparts with the same effect as if the parties hereto had signed the same document. All counterparts will be construed together and will constitute one instrument.

§12.8. Integration. This Agreement and all Exhibits and Appendices hereto, together with all other agreements that will become effective on the Effective Date, constitute the entire agreement among the parties hereto pertaining to the subject matter hereof and shall supersede all prior agreements and understanding pertaining hereto.

§12.9. Amendments. Subject to the Stockholders’ Agreement, this Agreement may be amended, supplemented, waived or modified by the written consent of the General Partner in its sole discretion without the approval of any other Partner or other Person.

§12.10. Headings. The headings and subheadings in this Agreement are included for convenience and identification only and are in no way intended to describe, interpret, define or limit the scope, extent or intent of this Agreement or any provision hereof.

§12.11. Governing Law. This Agreement and the rights of the parties hereunder will be interpreted in accordance with the laws of the State of Delaware and all rights and remedies will be governed by such laws without regard to principles of conflict of laws.

§12.12. Consent to Jurisdiction. Each party to this Agreement hereby irrevocably submits to the exclusive jurisdiction of any state or federal court sitting in the State of Delaware in any action or proceeding arising out of or relating to this Agreement, and each party hereby irrevocably agrees that all claims asserted in such action or proceeding shall be heard and determined in any such court. Each party further irrevocably waives any objection which such party may now or hereafter have to the venue of the state or federal court in the State of Delaware having jurisdiction, and irrevocably agrees not to assert that such court is an inconvenient forum.

§12.13. Waiver of Jury Trial. EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY TRANSACTION DOCUMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

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