a Maryland corporation) REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 23rd, 2020 • Colony Capital, Inc. • Real estate investment trusts • New York
Colony Capital Operating Company, LLC, a Delaware limited liability company (the “Operating Company”), proposes to issue and sell to certain purchasers (the “Initial Purchasers”), for whom Barclays Capital Inc., BofA Securities, Inc., Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC (the “Representatives”) are acting as the representatives, its 5.75% Exchangeable Senior Notes due 2025 (the “Notes”), upon the terms set forth in the Purchase Agreement by and among the Operating Company, Colony Capital, Inc., a Maryland corporation (the “Company”), and the Representatives, dated as of July 16, 2020 (the “Purchase Agreement”), relating to the initial placement (the “Initial Placement”) of the Notes. In certain circumstances, the Notes will be exchangeable for shares of Class A common stock, $0.01 par value, of the Company (the “Common Stock”) in accordance with the terms of the Notes and the Indenture (as defined below). To induce the Initial Purchasers to enter into the Purcha
INVESTMENT AGREEMENT by and among W-CATALINA (S) LLC COLONY CAPITAL OPERATING COMPANY, LLC COLONY CAPITAL, INC. (FOR THE LIMITED PURPOSES SET FORTH HEREIN) AND W-CATALINA (S) LLC, AS THE INITIAL WAFRA REPRESENTATIVE Dated as of July 17, 2020Investment Agreement • July 23rd, 2020 • Colony Capital, Inc. • Real estate investment trusts
This INVESTMENT AGREEMENT, dated as of July 17, 2020, is by and among (i) (x) W-Catalina (S) LLC, a Delaware limited liability company (the “Buyer”), (ii) Colony Capital Operating Company, LLC, a Delaware limited liability company (“CCOC”), (iii) solely for the purposes of Sections 2.3(e), 2.3(f), 2.3(g), 2.3(h), 2.3(k), 5.24, Article IV and Article IX hereof, Colony Capital, Inc., a Maryland corporation (“Colony Capital”), and (iv) the Buyer, in its capacity as the “Initial Wafra Representative” (each of the Persons described in the foregoing clauses (i) – (iv), a “Party” and collectively, the “Parties”).
COLONY CAPITAL, INC. FORM OF CLASS A COMMON STOCK PURCHASE WARRANTWarrant Agreement • July 23rd, 2020 • Colony Capital, Inc. • Real estate investment trusts • New York
CARRY INVESTMENT AGREEMENT by and among W-CATALINA (C) LLC COLONY CAPITAL OPERATING COMPANY, LLC COLONY CAPITAL, INC. (FOR THE LIMITED PURPOSES SET FORTH HEREIN) AND W-CATALINA (C) LLC, AS THE INITIAL WAFRA REPRESENTATIVE Dated as of July 17, 2020Carry Investment Agreement • July 23rd, 2020 • Colony Capital, Inc. • Real estate investment trusts
This CARRY INVESTMENT AGREEMENT, dated as of July 17, 2020, is by and among (i) W-Catalina (C) LLC, a Bermuda limited liability company (the “Buyer”), (ii) Colony Capital Operating Company, LLC, a Delaware limited liability company (“CCOC”), (iii) solely for the purposes of Article III and Article VII hereof, Colony Capital, Inc., a Maryland corporation (“Colony Capital”), and (iv) the Buyer, in its capacity as the “Initial Wafra Representative” (each of the Persons described in the foregoing clauses (i) – (iv), a “Party” and collectively, the “Parties”).
AMENDED AND RESTATED RESTRICTIVE COVENANT AGREEMENTRestrictive Covenant Agreement • July 23rd, 2020 • Colony Capital, Inc. • Real estate investment trusts • New York
THIS AMENDED AND RESTATED RESTRICTIVE COVENANT AGREEMENT (this “Agreement”), dated as of July 17, 2020, and effective as of the Closing Date (as defined in the Investment Agreement (as defined below)), is made by and between Colony Capital, Inc., a Maryland corporation (“CLNY”), and Marc Ganzi (“Executive”). CLNY, together with its Subsidiaries, is hereinafter referred to as “the Company,” and where the context permits, references to “the Company” shall include the Company and any successor to the Company. Any capitalized term that is used but not otherwise defined in this Agreement shall have the meaning set forth in the Investment Agreement (as defined below).
INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • July 23rd, 2020 • Colony Capital, Inc. • Real estate investment trusts • New York
This Investor Rights Agreement is hereby entered into as of July 17, 2020, by and among (i) W-Catalina (S) LLC, a Delaware limited liability company (together with its successors and permitted assigns, the “Wafra Management Subscriber”), (ii) Digital Colony Management Holdings, LLC, a Delaware limited liability company (“DCMH”), (iii) Colony Capital Digital Holdco, LLC a Delaware limited liability company (“CCDH”), (iv) Colony DC Manager, LLC, a Delaware limited liability company (“CDCM”), (v) Colony Capital Operating Company, LLC, a Delaware limited liability company (“CCOC”), (vi) solely for the purposes of Section 3.4(a), Section 4.4(a), Section 4.8, Section 5.1(d), Section 7.5, Section 8.3, Section 9.1(b) and Section 10 hereof, Colony Capital, Inc., a Maryland corporation (“Colony Capital”, and, together with DCMH, CCDH, CDCM and CCOC the “Colony Parties”) and (vii) the Wafra Management Subscriber in its capacity as the “Initial Wafra Representative,” and each of the foregoing Pers
July 17, 2020 W-Catalina (S) LLC W-Catalina (C) LLC c/o Wafra, Inc. New York, NY 10154Investment Agreement • July 23rd, 2020 • Colony Capital, Inc. • Real estate investment trusts
Reference is made to (A) the Investment Agreement, dated as of the date hereof (the “Purchase Agreement”), by and among (i) W-Catalina (S) LLC (the “Wafra Management Subscriber”), (ii) Digital Colony Management Holdings, LP (“DCMH”), Colony Capital Operating Company, LLC (“CCOC”), and (iv) Colony Capital, Inc., a Maryland corporation (“Colony Capital”) and the other parties thereto; (B) the Investment Agreement (Carry), dated as of the date hereof (the “Carry Purchase Agreement”), by and among (i) W-Catalina (C) LLC (the “Wafra Participation Buyer,” and together with the Wafra Management Subscriber, the “Buyers”), (ii) Colony DCP (CI) Bermuda, LP (“Investment Holdings”), (iii) CCOC and (iv) Colony Capital and the other parties thereto, (C) the Investor Rights Agreement, dated as of the date hereof (the “Management Investor Rights Agreement”), by and among (i) the Wafra Management Subscriber, (ii) DCMH, (iii) CCOC and the other parties thereto; and (D) the Carried Interest Participation
CARRIED INTEREST PARTICIPATION AGREEMENT BY AND AMONG COLONY DCP (CI) BERMUDA, LP, COLONY DCP (CI) GP, LLC COLONY CAPITAL OPERATING COMPANY, LLC, COLONY CAPITAL, INC. W-CATALINA (C) LLC AND W-CATALINA (S) LLC July 17, 2020Carried Interest Participation Agreement • July 23rd, 2020 • Colony Capital, Inc. • Real estate investment trusts • New York
This Carried Interest Participation Agreement (this “Agreement”) is made as of July 17, 2020 (hereinafter referred to as the “Effective Date”), among Colony DCP (CI) Bermuda, LP, a Bermuda limited partnership (the “Company”), Colony DCP (CI) GP, LLC, a Delaware limited liability company and the general partner of the Company (the “GP”), Colony Capital Operating Company, LLC, a Delaware limited liability company (“CCOC”), solely for purposes of Section 5 (Carried Interest Structure) and Section 8(b) (Payment of Redemption Amount), Colony Capital, Inc. (“Colony Capital” and together with GP and CCOC, each, a “Colony Party”) and W-Catalina (C) LLC, a Bermuda limited liability company (together with its successors and permitted assigns, the “Wafra Participation Buyer”), and W-Catalina (S) LLC, a Delaware limited liability company, in its capacity as the Wafra Representative (each, a “Party” and collectively, the “Parties”).
