TERMINATION AGREEMENTTermination Agreement • May 24th, 2022 • DigitalBridge Group, Inc. • Real estate investment trusts
This TERMINATION AGREEMENT (this “Agreement”), dated as of May 23, 2022 (the “Effective Date”), is made and entered into by and among: (i) DigitalBridge Management Holdings, LLC, a Delaware limited liability company, formerly known as Digital Colony Management Holdings, LLC (“DBMH”); (ii) DigitalBridge Digital IM Holdco, LLC, a Delaware limited liability company, formerly known as Colony Capital Digital Holdco, LLC (“DBDI”); (iii) DigitalBridge IM Manager, LLC, a Delaware limited liability company, formerly known as Colony DC Manager, LLC (“DBIM”); (iv) DigitalBridge Operating Company, LLC, a Delaware limited liability company, formerly known as Colony Capital Operating Company, LLC (“DBOC”); (v) DigitalBridge Group, Inc., a Maryland corporation, formerly known as Colony Capital, Inc. (“DBRG”); (vi) Colony DCP (CI) Bermuda, LP, a Bermuda limited partnership (“NewCo (Carry)”); (vii) Marc Ganzi; (viii) Ben Jenkins (collectively, the “DigitalBridge Parties”); (ix) W-Catalina (C) LLC, a Be
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 24th, 2022 • DigitalBridge Group, Inc. • Real estate investment trusts • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) dated as of May 23, 2022, is by and between DigitalBridge Group, Inc., a Maryland corporation (the “Company”), and Wafra Strategic Holdings LP, a Bermuda limited partnership (together with each Permitted Transferee executing a joinder to this Agreement in the form attached hereto as Exhibit A, the “Equityholders”).
AMENDED AND RESTATED CARRIED INTEREST PARTICIPATION AGREEMENT BY AND AMONG COLONY DCP (CI) BERMUDA, LP, COLONY DCP (CI) GP, LLC, DIGITALBRIDGE OPERATING COMPANY, LLC, DIGITALBRIDGE GROUP, INC. AND W-CATALINA (C) LLC May 23, 2022Carried Interest Participation Agreement • May 24th, 2022 • DigitalBridge Group, Inc. • Real estate investment trusts • New York
This Amended and Restated Carried Interest Participation Agreement (this “Agreement”) is made as of May 23, 2022, 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”), DigitalBridge Operating Company, LLC, a Delaware limited liability company, formerly known as Colony Capital Operating Company, LLC (“DBOC”), solely for purposes of Section 4 (Carried Interest Structure), DigitalBridge Group, Inc., a Maryland corporation, formerly known as Colony Capital, Inc. (“DigitalBridge” and together with GP and DBOC, each, a “DigitalBridge Party”), W-Catalina (C) LLC, a Bermuda limited liability company (together with its successors and permitted assigns, the “Wafra Participation Entity”), and the Wafra Participation Entity, in its capacity as the Wafra Representative (each, a “Party” and collectively, the “Parties”).
ContractCommon Stock Purchase Warrant • May 24th, 2022 • DigitalBridge Group, Inc. • Real estate investment trusts • New York
NEITHER THIS WARRANT NOR ANY SECURITIES THAT MAY BE ISSUED UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR REGISTERED OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. THIS WARRANT HAS BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO ITS DISTRIBUTION OR RESALE, AND THIS WARRANT AND ANY SUCH SECURITIES MAY NOT BE SOLD, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR THIS WARRANT OR SUCH SECURITIES UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, EVIDENCE REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH DISPOSITION WILL NOT REQUIRE REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT OR AN OPINION OF LEGAL COUNSEL (WHICH SHALL BE AN OUTSIDE LAW FIRM WITH SECURITIES LAW EXPERIENCE) TO THE EFFECT THAT SUCH REGISTRATION IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.
