PURCHASE AND SALE AGREEMENT by and among Logan Circle Partners, L.P., Logan Circle Partners GP, LLC, Fortress Asset Management LLC, Fortress Asset Management GP LLC and MetLife, Inc. dated as of July 7, 2017Purchase and Sale Agreement • July 7th, 2017 • Fortress Investment Group LLC • Investment advice • Delaware
PURCHASE AND SALE AGREEMENT, dated as of July 7, 2017, by and among MetLife, Inc., a Delaware corporation (the “Parent Buyer” and, in its capacity as the purchaser of the Company Interests (as defined below) hereunder, the “Company Buyer,” and, in its capacity as the purchaser of the GP Interests (as defined below) hereunder, the “GP Buyer”), Logan Circle Partners, L.P., a Pennsylvania limited partnership (the “Company”), Logan Circle Partners GP, LLC, a Pennsylvania limited liability company (the “General Partner”), Fortress Asset Management LLC, a Delaware limited liability company (the “Company Seller”), Fortress Asset Management GP LLC, a Delaware limited liability company (the “GP Seller” and together with the Company Seller, the “Sellers”) and, solely for the purposes of Section 5.1(j), Section 5.11 and Article IX, FIG LLC, a Delaware limited liability company (the “Employer Entity”). For all purposes of this Agreement, capitalized terms shall have the respective meanings set for
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • July 7th, 2017 • Fortress Investment Group LLC • Investment advice
This Amendment No. 1 (the “Amendment”) to the Agreement and Plan of Merger, dated as of February 14, 2017 (the “Merger Agreement”), by and among SB Foundation Holdings LP, a Cayman Islands exempted limited partnership (“Parent”), Foundation Acquisition LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“Merger Sub” and, together with Parent, the “Buyer Parties”), and Fortress Investment Group LLC, a Delaware limited liability company (the “Company”), is made as of July 7, 2017, by and among the Buyer Parties and the Company. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Merger Agreement.
