Addendum to Amended and Restated Registration Rights Agreement, effective as of November 5, 2021

This ADDENDUM TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Addendum”), effective as of November 5, 2021 (the “Effective Date”), entered into by and among GCM Grosvenor Inc., a Delaware corporation (the “Company”), Grosvenor Holdings, L.L.C., an Illinois limited liability company (“Holdings”), GCM Grosvenor Management, LLC, a Delaware limited liability company (“Management LLC”), Grosvenor Holdings II, L.L.C., a Delaware limited liability company (“Holdings II”) and GCM Progress Subsidiary LLC, a Delaware limited liability company (“Progress Subsidiary”, and, together with the Company, Holdings, Management LLC and Holdings II, the “Addendum Parties”) amends the Amended and Restated Registration Rights Agreement (the “Agreement”) dated as of November 17, 2020, by and among the Company, CF Finance Holdings LLC, a Delaware limited liability company (the “Sponsor”), Holdings, Management LLC, Holdings II and the PIPE Investors (as defined in the Agreement). Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Agreement.

 

WHEREAS, the Company, the Sponsor, Holdings, Management LLC, Holdings II and the PIPE Investors have previously entered into the Agreement;

 

WHEREAS, pursuant to 5.6 of the Agreement, upon written consent of (a) the Company and (b) the Holders of a majority of the total Registrable Securities, compliance with any of the provisions, covenants and conditions set forth in the Agreement may be waived, or any of such provisions, covenants or conditions may be amended or modified; provided, however, that in the event any such waiver, amendment or modification would be adverse in any material respect to the material rights or obligations thereunder of a Holder of at least two point five (2.5%) percent of the Registrable Securities, the written consent of such Holder will also be required; provided further that in the event any such waiver, amendment or modification would be disproportionate and adverse in any material respect to the material rights or obligations thereunder of a Holder, the written consent of such Holder will also be required;

WHEREAS, as of the Effective Date, Holdings, Management LLC, Holdings II and Progress Subsidiary are collectively Holders of more than a majority of the total Registrable Securities;

WHEREAS, the amendments contemplated in this Addendum are not disproportionate or adverse in any material respect to the material rights or obligations under the Agreement to any Holder;

WHEREAS, Holdings transferred a portion of the Common Units it held as of the Closing Date to Progress Subsidiary, a Permitted Transferee under the Agreement and under the Stockholders’ Agreement;

WHEREAS, Holdings desires to assign its rights, duties and obligations under the Agreement to Progress Subsidiary with respect to the Common Units it transferred, and may in the future transfer, to Progress Subsidiary;

WHEREAS, Progress Subsidiary desires to join as a party to the Agreement as though an original party thereto.

 

NOW, THEREFORE, in consideration of the promises, and the mutual representations, warranties, covenants and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Addendum Parties hereby consent and agree as follows:

 

1.Joinder. Progress Subsidiary hereby agrees that upon execution by Progress Subsidiary of this Addendum, Progress Subsidiary shall become a party to the Agreement as amended by this Addendum as of the Effective Date and shall be fully bound by, and subject to, all of the covenants, terms and conditions of the Agreement as amended by this Addendum as though an original party thereto and as a “GCM Equityholder” and “Holder”. 

2.Assignment. Holdings hereby agrees that upon execution by Holdings of this Addendum, Holdings shall assign its rights, duties and obligations under the Agreement as of the Effective Date to Progress Subsidiary with respect to the Common Units it transferred, and may in the future transfer, to Progress Subsidiary.

3.Amendment to Preamble. Upon the Effective Date, the Preamble to the Agreement shall be amended to include GCM Progress Subsidiary LLC in the definition of “GCM Equityholders” and in the definition of “Holder”.

4.References. From and after the date of this Addendum, references in the Agreement to the “Agreement” shall be deemed to refer to the Agreement as amended hereby unless the context otherwise requires. For the avoidance of doubt, references in the Agreement to “the date hereof” shall solely refer to November 17, 2020 (the date of the Agreement).

5.Full Force and Effect. Except as otherwise expressly provided herein, all of the terms and conditions of the Agreement remain unchanged and continue in full force and effect. This Addendum is limited precisely as written and shall not be deemed to be an amendment to any other term or condition of the Agreement or any of the documents referred to therein. This Addendum shall be deemed to be in full force and effect as of the Effective Date upon the execution of this Addendum by the Addendum Parties as if the amendments made hereby were originally set forth in the Agreement.