VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • February 15th, 2017 • Fortress Investment Group LLC • Investment advice • Delaware
THIS VOTING AND SUPPORT AGREEMENT (“Agreement”) is entered into as of February 14, 2017, by and between SB FOUNDATION HOLDINGS LP, a Cayman Islands exempted limited partnership (“Parent”), Peter L. Briger, Jr. (“Principal”), and the other Persons listed on Schedule 1 hereto (each such Person, together with Principal, the “Members” and each a “Member”).
FIG LLC AMENDED AND RESTATED EMPLOYMENT, NON-COMPETITION AND NON-SOLICITATION AGREEMENTSolicitation Agreement • February 15th, 2017 • Fortress Investment Group LLC • Investment advice • New York
THIS AMENDED AND RESTATED EMPLOYMENT, NON-COMPETITION AND NON-SOLICITATION AGREEMENT (together with the exhibits hereto, this “Agreement”) is entered into as of the 14th day of February, 2017, by and between FIG LLC, a Delaware limited liability company (the “Company”), and Peter L. Briger, Jr. (“Executive”).
AGREEMENT AND PLAN OF MERGER by and among: SB Foundation Holdings LP, a Cayman Islands exempted limited partnership; Foundation Acquisition LLC, a Delaware limited liability company; and Fortress Investment Group LLC, a Delaware limited liability...Agreement and Plan of Merger • February 15th, 2017 • Fortress Investment Group LLC • Investment advice • Delaware
THIS AGREEMENT AND PLAN OF MERGER is made and entered into as of February 14, 2017, 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 FORTRESS INVESTMENT GROUP LLC, a Delaware limited liability company (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
AMENDMENT NO. 1 TO THE FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF FORTRESS INVESTMENT GROUP LLCFortress Investment Group LLC • February 15th, 2017 • Investment advice • Delaware
This AMENDMENT NO. 1 (this “Amendment”) to the Fourth Amended and Restated Limited Liability Company Agreement (the “Fourth A&R LLC Agreement”) of Fortress Investment Group LLC (the “Company”) is entered into as of February 14, 2017. Capitalized terms used herein without definition shall have the respective meanings ascribed thereto in the Agreement.
WAIVER AGREEMENTWaiver Agreement • February 15th, 2017 • Fortress Investment Group LLC • Investment advice • New York
THIS WAIVER AGREEMENT (the “Agreement”) dated as of February 14, 2017 which modifies certain rights with respect to Peter L. Briger, Jr., Wesley R. Edens, and Randal A. Nardone (the “Principals”) under the Amended and Restated Tax Receivable Agreement dated as of February 1, 2007 (the “Tax Receivable Agreement”), is hereby entered into by and among FIG Corp., a Delaware corporation (the “Corporation”), FIG Asset Co. LLC, a Delaware limited liability company (“FIGA”), the entities set forth on the signature pages hereto (together with all other Persons in which the Corporation acquires a general partnership interest, managing member interest or similar interest after the date hereof and who execute and deliver a joinder contemplated in Section 7.14 of the Tax Receivable Agreement, the “Partnerships”) and each of the Principals (collectively, the “Parties”). Capitalized terms that are used but not defined herein shall have the meaning given to such terms in the Tax Receivable Agreement.
