CREDIT AGREEMENT Dated as of January 2, 2014 among GROSVENOR CAPITAL MANAGEMENT HOLDINGS, LLLP, as Borrower, GROSVENOR HOLDINGS, L.L.C., as Holdings I, GROSVENOR HOLDINGS II, L.L.C., as Holdings II, GCMH GP, L.L.C., GCM, L.L.C., The Several Lenders...Credit Agreement • September 18th, 2020 • GCM Grosvenor Inc. • Investment advice • New York
CREDIT AGREEMENT, dated as of January 2, 2014, among GROSVENOR CAPITAL MANAGEMENT HOLDINGS, LLLP, an Illinois limited liability limited partnership (the “Borrower”), GROSVENOR HOLDINGS, L.L.C., an Illinois limited liability company (“Holdings I”), GROSVENOR HOLDINGS II, L.L.C., a Delaware limited liability company (“Holdings II”), GCMH GP, L.L.C., a Delaware limited liability company (“GCMH GP”), GCM, L.L.C., a Delaware limited liability company (“GCM LLC”), the banks, financial institutions and other investors from time to time parties hereto as lenders (each a “Lender” and, collectively, the “Lenders”; each as hereinafter further defined), GOLDMAN SACHS BANK USA, as Administrative Agent, Collateral Agent and Swingline Lender, BMO HARRIS BANK N.A., as a Letter of Credit Issuer and BANK OF MONTREAL, CHICAGO BRANCH, as a Letter of Credit Issuer with respect to the Existing Letters of Credit.
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 20th, 2020 • GCM Grosvenor Inc. • Investment advice • Delaware
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 17, 2020, is made and entered into by and among:
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 7th, 2020 • GCM Grosvenor Inc. • Delaware
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ● ], 2020, is made and entered into by and among:
EMPLOYMENT AND PROTECTIVE COVENANTS AGREEMENTEmployment and Protective Covenants Agreement • May 10th, 2021 • GCM Grosvenor Inc. • Investment advice • Illinois
WHEREAS, Grosvenor Capital Management, LP, an Illinois limited partnership (the “Company”) has approved this Amendment to that certain Employment and Protective Covenants Agreement between the Company and Francis Idehen (“Employee”), dated as of May 22, 2017 (the “Employment Agreement”), to ensure that such agreement complies with the provisions of Section 409A of the U.S. Internal Revenue Code of 1986, as amended.
AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AND PROTECTIVE COVENANTS AGREEMENTEmployment and Protective Covenants Agreement • May 10th, 2021 • GCM Grosvenor Inc. • Investment advice • Illinois
This AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AND PROTECTIVE COVENANTS AGREEMENT (this “Amendment”) is effective October 1, 2020 (“Effective Date”);
PURCHASE AND SALE AGREEMENT by and among GROSVENOR CAPITAL MANAGEMENT HOLDINGS, LLLP, CFIG HOLDINGS, LLC, GROSVENOR CAPITAL MANAGEMENT, L.P., GCM INVESTMENTS GP, LLC and MOSAIC ACQUISITIONS 2020, L.P. Dated as of March 4, 2020Purchase and Sale Agreement • October 9th, 2020 • GCM Grosvenor Inc. • Investment advice • Delaware
This PURCHASE AND SALE AGREEMENT (this “Agreement”), dated as of March 2020, is by and among Grosvenor Capital Management Holdings, LLLP, an Illinois limited liability limited partnership (“GCM LLLP”), CFIG Holdings, LLC, a Delaware limited liability company, Grosvenor Capital Management, L.P., an Illinois limited partnership, and GCM Investments GP, LLC, a Delaware limited liability company (together, the “Seller”), and Mosaic Acquisitions 2020, L.P., a Cayman Islands exempted limited partnership (“SPV”). Each of Seller and SPV are individually referred to in this Agreement as a “Party” and, collectively, as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Partnership Agreement (as defined below).
MOSAIC ACQUISITIONS 2020, L.P. SECOND AMENDED AND RESTATED EXEMPTED LIMITED PARTNERSHIP AGREEMENT Dated: March 4, 2020Exempted Limited Partnership Agreement • October 9th, 2020 • GCM Grosvenor Inc. • Investment advice
THIS SECOND AMENDED AND RESTATED EXEMPTED LIMITED PARTNERSHIP AGREEMENT (this “Agreement”)of Mosaic Acquisitions 2020, L.P., a Cayman Islands exempted limited partnership (the “Partnership”) is made and entered into on March 4, 2020 and effective January 1, 2020 (the “Effective Date”), by and among Grosvenor Capital Management Holdings, LLLP, an Illinois limited liability limited partnership (the “General Partner”), Mosaic Feeder, L.P., a Cayman Islands exempted limited partnership (the “Mosaic Feeder”), and Grosvenor Holdings, L.L.C., a Delaware limited liability company (“Holdings”). Each of General Partner, the Mosaic Feeder and Holdings are individually referred to in this Agreement as a “Party” and, collectively, as the “Parties”.
AMENDMENT NO. 5Credit Agreement • May 10th, 2021 • GCM Grosvenor Inc. • Investment advice • New York
This AMENDMENT NO. 5, dated as of February 24, 2021 (this “Amendment”), to the CREDIT AGREEMENT, dated as of January 2, 2014, as amended by that certain Amendment No. 1, dated as of August 18, 2016, that certain Amendment No. 2, dated as of April 19, 2017, that certain Omnibus Amendment No. 1, dated as of August 15, 2017, that certain Amendment No. 3, dated as of August 22, 2017, and that certain Amendment No. 4, dated as of March 29, 2018 (the “Credit Agreement” and, as amended by this Amendment, the “Amended Credit Agreement”), among GROSVENOR CAPITAL MANAGEMENT HOLDINGS, LLLP, a Delaware limited liability limited partnership (the “Borrower”), GROSVENOR HOLDINGS, L.L.C., an Illinois limited liability company (“Holdings I”), grosvenor holdings ii, l.l.c., a Delaware limited liability company (“Holdings II”), GCM GROSVENOR MANAGEMENT, LLC, a Delaware limited liability company (“Holdings III”), GCM GROSVENOR HOLDINGS, LLC, a Delaware limited liability company (“GCM Holdings”), GCM, L.L.
GCM GROSVENOR INC. AMENDED AND RESTATED INCENTIVE AWARD PLAN RESTRICTED STOCK UNIT AWARD GRANT NOTICE AND RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Award Agreement • August 9th, 2023 • GCM Grosvenor Inc. • Investment advice • Illinois
GCM Grosvenor Inc., a Delaware corporation (the “Company”), pursuant to its Amended and Restated Incentive Award Plan, as amended from time to time (the “Plan”), hereby grants to the holder listed below (“Participant”) the number of Restricted Stock Units set forth below (the “RSUs”). The RSUs are subject to the terms and conditions set forth in this Restricted Stock Unit Grant Notice (the “Grant Notice”), the Restricted Stock Unit Agreement attached hereto as Exhibit A (the “Agreement”) and the Plan, each of which is incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in the Grant Notice and the Agreement.
GCM GROSVENOR INC. 2020 INCENTIVE AWARD PLAN RESTRICTED STOCK UNIT AWARD GRANT NOTICE AND RESTRICTED STOCK UNIT AGREEMENTRestricted Stock • May 10th, 2021 • GCM Grosvenor Inc. • Investment advice • Illinois
GCM Grosvenor Inc., a Delaware corporation (the “Company”), pursuant to its 2020 Incentive Award Plan, as amended from time to time (the “Plan”), hereby grants to the holder listed below (“Participant”) the number of Restricted Stock Units set forth below (the “RSUs”). The RSUs are subject to the terms and conditions set forth in this Restricted Stock Unit Grant Notice (the “Grant Notice”), the Restricted Stock Unit Agreement attached hereto as Exhibit A (the “Agreement”) and the Plan, each of which is incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in the Grant Notice and the Agreement.
SUBSCRIPTION AGREEMENTSubscription Agreement • November 20th, 2020 • GCM Grosvenor Inc. • Investment advice • Delaware
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”), dated [●], 2020, is entered into by and between CF Finance Acquisition Corp., a Delaware corporation (the “Company”), and [●], a [●] (the “Subscriber”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Transaction Agreement.
GCM GROSVENOR INC. RESTRICTED STOCK UNIT AWARD GRANT NOTICE AND RESTRICTED STOCK UNIT AGREEMENTRestricted Stock • May 10th, 2021 • GCM Grosvenor Inc. • Investment advice • Illinois
GCM Grosvenor Inc., a Delaware corporation (the “Company”), pursuant to its 2020 Incentive Award Plan, as amended from time to time (the “Plan”), hereby grants to the holder listed below (“Participant”) the number of Restricted Stock Units set forth below (the “RSUs”). The RSUs are subject to the terms and conditions set forth in this Restricted Stock Unit Grant Notice (the “Grant Notice”), the Restricted Stock Unit Agreement attached hereto as Exhibit A (the “Agreement”) and the Plan, each of which is incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in the Grant Notice and the Agreement.
SECOND AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AND PROTECTIVE COVENANTS AGREEMENTEmployment and Protective Covenants Agreement • May 10th, 2021 • GCM Grosvenor Inc. • Investment advice • Illinois
This SECOND AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AND PROTECTIVE COVENANTS AGREEMENT (this “Second Amendment”), effective as of March 11, 2021 (the “Effective Date”), is between Grosvenor Capital Management, L.P., an Illinois limited partnership (“Employer”), and Frederick E. Pollock (“Employee”);
ContractCredit Agreement • August 9th, 2023 • GCM Grosvenor Inc. • Investment advice • New York
EMPLOYMENT AND PROTECTIVE COVENANTS AGREEMENTEmployment And • October 5th, 2020 • GCM Grosvenor Inc. • Investment advice • Illinois
This EMPLOYMENT AND PROTECTIVE COVENANTS AGREEMENT (this “Agreement”), effective as of May 22, 2017 (Effective Date), is between Grosvenor Capital Management, L.P., an Illinois limited partnership (“Employer”), and Francis ldehen (“Employee”);
DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDEDGCM Grosvenor Inc. • May 10th, 2021 • Investment advice
The following description of the capital stock of GCM Grosvenor Inc. (the “Company,” “we,” “us,” and “our”) and certain provisions of our amended and restated certificate of incorporation (the “Charter”), bylaws (the “Bylaws”), Warrant Agreement, dated as of December 12, 2018, between Continental Stock Transfer & Trust Company and CF Finance Acquisition Corp., a Delaware corporation (the “Warrant Agreement”) and Stockholders’ Agreement, dated as of November 17, 2020 by and among the Company, the GCM Equityholders (as defined below) and the other parties thereto (the “Stockholders’ Agreement”), are summaries and are qualified in their entirety by reference to the full text of the Charter, Bylaws, Warrant Agreement and Stockholders’ Agreement, copies of which have been filed with the Securities and Exchange Commission, and applicable provisions of the General Corporation Law of the State of Delaware (the “DGCL”). As of December 31, 2020, we had two classes of securities registered under
ContractCredit Agreement • September 18th, 2020 • GCM Grosvenor Inc. • Investment advice • New York
AMENDMENT NO. 2 dated as of April 19, 2017 (this “Amendment”) to the CREDIT AGREEMENT, dated as of January 2, 2014, as amended by that certain Amendment No. 1 dated as of August 18, 2016 (the “Credit Agreement”), among GROSVENOR CAPITAL MANAGEMENT HOLDINGS, LLLP, an Illinois limited liability limited partnership (the “Borrower”), GROSVENOR HOLDINGS L.L.C., an Illinois limited liability company, GROSVENOR HOLDINGS II, L.L.C., a Delaware limited liability company, GCMH GP, L.L.C., a Delaware limited liability company, GCM, L.L.C., a Delaware limited liability company, the LENDERS party thereto, GOLDMAN SACHS BANK USA (“Goldman Sachs”), as Administrative Agent, Collateral Agent and Swingline Lender, BMO HARRIS BANK N.A., as a Letter of Credit Issuer, and BANK OF MONTREAL, CHICAGO BRANCH, as a Letter of Credit Issuer.
IN WITNESS WHEREOF, Landlord and Tenant have executed this Sixth Amendment as of the year and date above first written.GCM Grosvenor Inc. • October 9th, 2020 • Investment advice
ContractCredit Agreement • September 18th, 2020 • GCM Grosvenor Inc. • Investment advice • New York
AMENDMENT NO. 3 dated as of August 22, 2017 (this “Amendment”) to the CREDIT AGREEMENT, dated as of January 2, 2014, as amended by that certain Amendment No. 1 dated as of August 18, 2016, that certain Amendment No. 2 dated as of April 19, 2017 and that certain Omnibus Amendment No. 1 dated as of August 15, 2017 (the “Credit Agreement”), among GROSVENOR CAPITAL MANAGEMENT HOLDINGS, LLLP, an Illinois limited liability limited partnership (the “Borrower”), GROSVENOR HOLDINGS L.L.C., an Illinois limited liability company, GROSVENOR HOLDINGS II, L.L.C., a Delaware limited liability company, GCMH GP, L.L.C., a Delaware limited liability company, GCM, L.L.C., a Delaware limited liability company, the LENDERS party thereto, GOLDMAN SACHS BANK USA (“Goldman Sachs”), as Administrative Agent, Collateral Agent and Swingline Lender, BMO HARRIS BANK N.A., as a Letter of Credit Issuer, and BANK OF MONTREAL, CHICAGO BRANCH, as a Letter of Credit Issuer.
GCM GROSVENOR INC. 2020 INCENTIVE AWARD PLAN RESTRICTED STOCK UNIT AWARD GRANT NOTICE AND RESTRICTED STOCK UNIT AGREEMENTNotice and Restricted Stock Unit Agreement • May 10th, 2022 • GCM Grosvenor Inc. • Investment advice • Illinois
GCM Grosvenor Inc., a Delaware corporation (the “Company”), pursuant to its 2020 Incentive Award Plan, as amended from time to time (the “Plan”), hereby grants to the holder listed below (“Participant”) the number of Restricted Stock Units set forth below (the “RSUs”). The RSUs are subject to the terms and conditions set forth in this Restricted Stock Unit Grant Notice (the “Grant Notice”), the Restricted Stock Unit Agreement attached hereto as Exhibit A (the “Agreement”) and the Plan, each of which is incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in the Grant Notice and the Agreement.
Grosvenor Capital Management Holdings, LLLP Fifth Amended and ResTated LIMITED liability limited PARTNERSHIP AGREEMENTPartnership Agreement • November 20th, 2020 • GCM Grosvenor Inc. • Investment advice • Delaware
CALL AGREEMENT by and among CPP INVESTMENT BOARD PRIVATE HOLDINGS (4) INC, MOSAIC FEEDER, L.P. and GROSVENOR HOLDINGS, LLC Dated as of March 4, 2020Call Agreement • October 9th, 2020 • GCM Grosvenor Inc. • Investment advice • Delaware
This CALL AGREEMENT (this “Agreement”), dated as of March 4, 2020, is by and among CPP Investment Board Private Holdings (4) Inc, a Canadian private company (“CPPIB”), Mosaic Feeder, L.P., a Cayman Islands exempted limited partnership (“Mosaic Feeder”, together with CPPIB, the “CPPIB Entities”), and Grosvenor Holdings, LLC, a Delaware limited liability company (“Holdings”). Each of CPPIB and Holdings are each individually referred to in this Agreement as a “Party” and, collectively, as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Partnership Agreement (as defined below).
IN WITNESS WHEREOF, Landlord and Tenant have executed this Amendment as of the year and date above first written.GCM Grosvenor Inc. • October 9th, 2020 • Investment advice
EMPLOYMENT AND PROTECTIVE COVENANTS AGREEMENTEmployment and Protective Covenants Agreement • October 5th, 2020 • GCM Grosvenor Inc. • Investment advice • Illinois
This EMPLOYMENT AND PROTECTIVE COVENANTS AGREEMENT (this “Agreement”), effective as of May 29, 2018 (or such other date as mutually agreed between the parties in writing) (the “Effective Date”), is between Grosvenor Capital Management, L.P., an Illinois limited partnership (“Employer”), and Ms. Sandra Hurse (“Employee”);
TRANSACTION AGREEMENT by and among CF FINANCE ACQUISITION CORP. CF FINANCE INTERMEDIATE ACQUISITION, LLC CF FINANCE HOLDINGS LLC GROSVENOR HOLDINGS, L.L.C. GROSVENOR CAPITAL MANAGEMENT HOLDINGS, LLLP GCM GROSVENOR MANAGEMENT, LLC GROSVENOR HOLDINGS...Transaction Agreement • August 5th, 2020 • GCM Grosvenor Inc. • Blank checks • Delaware
This Transaction Agreement, dated as of August 2, 2020 (this “Agreement”), is made and entered into by and among CF Finance Acquisition Corp., a Delaware corporation (“Acquiror”), CF Finance Intermediate Acquisition, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Acquiror (“IntermediateCo”), CF Finance Holdings, LLC, a Delaware limited liability company (“Sponsor”, and together with Acquiror and IntermediateCo, the “CF Entities”), Grosvenor Holdings, L.L.C., an Illinois limited liability company (“Grosvenor Holdings”), Grosvenor Capital Management Holdings, LLLP, an Illinois limited liability limited partnership (“Grosvenor Capital”), GCM Grosvenor Management, LLC, a Delaware limited liability company (“Management”), Grosvenor Holdings II, L.L.C., a Delaware limited liability company (“GH II”, and together with Grosvenor Holdings, GCMH GP and Management, each a “Grosvenor Holder” and together the “Grosvenor Holders”), GCMH GP, L.L.C., a Delaware limit
THIRD AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • September 18th, 2020 • GCM Grosvenor Inc. • Investment advice • Illinois
This THIRD AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), dated August 2, 2020 (the “Effective Date”) is between Grosvenor Capital Management, L.P., an Illinois limited partnership (the “Employer”), Grosvenor Capital Management Holdings, LLLP, an Illinois limited liability limited partnership (the “Partnership”) and Michael J. Sacks (the “Employee”) (collectively, the “Parties”).
IN WITNESS WHEREOF, Landlord and Tenant have executed this Amendment as of the year and date above first written.GCM Grosvenor Inc. • October 9th, 2020 • Investment advice
AMENDED AND RESTATED EMPLOYMENT AND NON-COMPETITION AGREEMENTEmployment And • September 18th, 2020 • GCM Grosvenor Inc. • Investment advice • Illinois
This AMENDED AND RESTATED EMPLOYMENT AND NON-COMPETITION AGREEMENT (this “Agreement”), dated as July 29, 2020 (the “Effective Date”) is between Grosvenor Capital Management, L.P., an Illinois limited partnership (“Employer”), and Jonathan R. Levin (“Employee”);
IN WITNESS WHEREOF, Landlord and Tenant have executed this Fourth Amendment as of the year and date above first written.GCM Grosvenor Inc. • October 9th, 2020 • Investment advice
ContractCredit Agreement • June 24th, 2021 • GCM Grosvenor Inc. • Investment advice • New York
AMENDMENT NO. 6 dated as of June 23, 2021 (this “Amendment”) to the CREDIT AGREEMENT, dated as of January 2, 2014, as amended by that certain Amendment No. 1, dated as of August 18, 2016, that certain Amendment No. 2, dated as of April 19, 2017, that certain Omnibus Amendment No. 1, dated as of August 15, 2017, that certain Amendment No. 3, dated as of August 22, 2017, that certain Amendment No. 4, dated as of March 29, 2018, and that certain Amendment No. 5, dated as of February 24, 2021 (as heretofore amended, the “Credit Agreement”), among GROSVENOR CAPITAL MANAGEMENT HOLDINGS, LLLP, a Delaware limited liability limited partnership (the “Borrower”), GROSVENOR HOLDINGS, L.L.C., an Illinois limited liability company, GROSVENOR HOLDINGS II, L.L.C., a Delaware limited liability company, GCM GROSVENOR MANAGEMENT, LLC, a Delaware limited liability company, GCM GROSVENOR HOLDINGS, LLC, a Delaware limited liability company, GCM, L.L.C., a Delaware limited liability company, each GUARANTOR a
SECOND AMENDED AND RESTATED EMPLOYMENT AND PROTECTIVE COVENANTS AGREEMENTEmployment and Protective Covenants Agreement • May 10th, 2023 • GCM Grosvenor Inc. • Investment advice • Illinois
This SECOND AMENDED AND RESTATED EMPLOYMENT AND PROTECTIVE COVENANTS AGREEMENT (this “Agreement”), dated as May 9, 2023 (the “Effective Date”) is between Grosvenor Capital Management, L.P., an Illinois limited partnership (“Employer”), and Frederick E. Pollock (“Employee”);
GCM GROSVENOR INC. AMENDED AND RESTATED INCENTIVE AWARD PLAN RESTRICTED STOCK UNIT AWARD GRANT NOTICE AND RESTRICTED STOCK UNIT AGREEMENTIncentive Award Plan Restricted Stock • August 9th, 2023 • GCM Grosvenor Inc. • Investment advice • Illinois
GCM Grosvenor Inc., a Delaware corporation (the “Company”), pursuant to its Amended and Restated Incentive Award Plan, as amended from time to time (the “Plan”), hereby grants to the holder listed below (“Participant”) the number of Restricted Stock Units set forth below (the “RSUs”). The RSUs are subject to the terms and conditions set forth in this Restricted Stock Unit Grant Notice (the “Grant Notice”), the Restricted Stock Unit Agreement attached hereto as Exhibit A (the “Agreement”) and the Plan, each of which is incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in the Grant Notice and the Agreement.
IN WITNESS WHEREOF, Landlord and Tenant have executed this Second Amendment as of the year and date above first written.GCM Grosvenor Inc. • October 9th, 2020 • Investment advice
CFIG HOLDINGS, LLC / MOSAIC ACQUISITIONS 2020, L.P. INVESTMENT FUNDING AGREEMENTInvestment Funding Agreement • September 18th, 2020 • GCM Grosvenor Inc. • Investment advice • New York
This Investment Funding Agreement, dated as of March 4, 2020 and effective as of January 1, 2020, is entered into by and among Mosaic Acquisitions 2020, L.P., a Cayman Islands exempted limited partnership (the “SPV”), CFIG Holdings, LLC, a Delaware limited liability company (“CFIG Holdings”) and Mosaic GP Entity, L.P., a Delaware limited partnership (the “Partnership”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Partnership’s Amended and Restated Limited Partnership Agreement, to be dated subsequent to the date hereof (as amended, the “LPA”).
IN WITNESS WHEREOF, Landlord and Tenant have executed this Fifth Amendment as of the year and date above first written.GCM Grosvenor Inc. • October 9th, 2020 • Investment advice
