0001193125-11-051919 Sample Contracts

AMENDED AND RESTATED EXCHANGE AGREEMENT dated as of March 1, 2011
Exchange Agreement • March 1st, 2011 • Fortress Investment Group LLC • Investment advice • Delaware

AMENDED AND RESTATED EXCHANGE AGREEMENT (the “Agreement”), dated as of March 1, 2011, among FIG Corp., a Delaware corporation (“FIG”), FIG Asset Co. LLC, a Delaware limited liability company (“FIGA”), Fortress Operating Entity I LP, a Delaware limited partnership (“FOE I”), and Principal Holdings I LP, a Delaware limited partnership (“PH I”), Peter Briger, Jr., Wesley Edens, Robert Kauffman, Randal Nardone, and Michael Novogratz (Messrs. Briger, Edens, Kauffman, Nardone and Novogratz are herein referred to collectively as the “Original Partners”), and Adam Levinson (Mr. Levinson, together with the Original Partners, are herein referred to as the “Business Partners”). Capitalized terms used but not otherwise defined herein have the respective meanings ascribed thereto in Section 1.1.

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