GCM Grosvenor Inc. Sample Contracts

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.

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AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Registration 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 AGREEMENT
Registration 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 AGREEMENT
Employment 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 AGREEMENT
Employment 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, 2020
Purchase 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, 2020
Exempted 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. 5
Credit 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 AGREEMENT
Restricted 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 AGREEMENT
Restricted 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 AGREEMENT
Subscription 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 AGREEMENT
Restricted 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 AGREEMENT
Employment 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”);

Contract
Credit Agreement • August 9th, 2023 • GCM Grosvenor Inc. • Investment advice • New York
EMPLOYMENT AND PROTECTIVE COVENANTS AGREEMENT
Employment 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 AMENDED
GCM 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

Contract
Credit 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.

Contract
Credit 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 AGREEMENT
Notice 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 AGREEMENT
Partnership 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, 2020
Call 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).

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ACKNOWLEDGMENT AND AGREEMENT
Acknowledgment and Agreement • May 8th, 2024 • GCM Grosvenor Inc. • Investment advice

This ACKNOWLEDGMENT AND AGREEMENT, effective as of March 1, 2024, is between Frederick E. Pollock (“Employee”) and Grosvenor Capital Management, L.P., an Illinois limited partnership (“Employer”).

EMPLOYMENT AND PROTECTIVE COVENANTS AGREEMENT
Employment 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 AGREEMENT
Employment 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”).

AMENDED AND RESTATED EMPLOYMENT AND NON-COMPETITION AGREEMENT
Employment 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”);

AMENDMENT NO. 8
Credit Agreement • May 22nd, 2024 • GCM Grosvenor Inc. • Investment advice • New York

CREDIT AGREEMENT, dated as of January 2, 2014, as amended by Amendment No. 1, dated as of August 18, 2016, Amendment No. 2, dated as of April 19, 2017, Omnibus Amendment No. 1, dated as of August 15, 2017, Amendment No. 3, dated as of August 22, 2017, Amendment No. 4, dated as of March 29, 2018, and Amendment No. 5, dated as of February 24, 2021, Amendment No. 6, dated as of June 23, 2021, Amendment No. 7, dated as of June 29, 2023, and Amendment No. 8, dated as of May 21, 2024, 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,PROGRESS SUBSIDIARY LLC, a Delaware limited liability company (“GCMH GP”), GCM, L.L.C., a Delaware limited liability compa

Contract
Credit 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 AGREEMENT
Employment 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 AGREEMENT
Incentive 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.

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