INVESTOR
		SHAREHOLDER AGREEMENT

	  

	 dated as
		of

	  

	 __________,
		2007

	  

	 between


	  

	 FORTRESS
		INVESTMENT GROUP LLC

	  

	 and


	 


	 NOMURA
		INVESTMENT MANAGERS U.S.A., INC.

	 


	 
		
		   
		

		
		  
		

		
		   
		


		

		
		

		

	 

	  

	 
		TABLE OF
		  CONTENTS 

 

	 
		
		  	
				  PAGE

				  	 	
				  PAGE

				  
	 
	
				  ARTICLE
					 I
 
	 
	
				  DEFINITIONS

				  
	 
	
				  SECTION
					 1.1
 	
				  DEFINITIONS

				  	
				  5

				  
	
				  SECTION
					 1.2
 	
				  GENDER

				  	
				  12

				  
	 
	
				  ARTICLE
					 II
 
	 
	
				  GOVERNANCE
					 RIGHTS
 
	 
	
				  SECTION
					 2.1
 	
				  INVESTOR
					 BOARD REPRESENTATION
 	
				  13

				  
	
				  SECTION
					 2.2
 	
				  INSPECTION
					 RIGHTS
 	
				  15

				  
	 
	
				  ARTICLE
					 III
 
	 
	
				  TERMINATION

				  
	 
	
				  SECTION
					 3.1
 	
				  TERM

				  	
				  16

				  
	
				  SECTION
					 3.2
 	
				  SURVIVAL

				  	
				  16

				  
	 
	
				  ARTICLE
					 IV
 
	 
	
				  REGISTRATION
					 RIGHTS
 
	 
	
				  SECTION
					 4.1
 	
				  DEMAND
					 REGISTRATION
 	
				  17

				  
	
				  SECTION
					 4.2
 	
				  PIGGYBACK
					 REGISTRATION
 	
				  20

				  
	
				  SECTION
					 4.3
 	
				  WITHDRAWAL
					 RIGHTS
 	
				  22

				  
	
				  SECTION
					 4.4
 	
				  HOLDBACK
					 AGREEMENTS
 	
				  23

				  
	
				  SECTION
					 4.5
 	
				  REGISTRATION
					 PROCEDURES
 	
				  23

				  
	
				  SECTION
					 4.6
 	
				  REGISTRATION
					 EXPENSES
 	
				  29

				  
	
				  SECTION
					 4.7
 	
				  INDEMNIFICATION

				  	
				  30

				  

 

		 

		
		  
			  
		  

		  
			 2
		  

		  
			  
		  


		  

		  
		  

		  

		

		 

		
		  	
				  SECTION
					 4.8
 	
				  MOST
					 FAVORED NATIONS
 	
				  34

				  
	 
	
				  ARTICLE
					 V
 
	 
	
				  DRAG-ALONG
					 RIGHTS AND TAG-ALONG RIGHTS
 
	 	 	 
	
				  SECTION
					 5.1
 	
				  DRAG-ALONG
					 RIGHTS
 	
				  34

				  
	
				  SECTION
					 5.2
 	
				  TAG-ALONG
					 RIGHTS
 	
				  35

				  
	 	 	 
	
				  ARTICLE
					 VI
 
	 
	
				  STANDSTILL
					 AND TRANSFER RESTRICTIONS
 
	 	 	 
	
				  SECTION
					 6.1
 	
				  STANDSTILL

				  	
				  37

				  
	
				  SECTION
					 6.2
 	
				  TRANSFER
					 RESTRICTIONS
 	
				  39

				  
	 
	
				  ARTICLE
					 VII
 
	 
	
				  REPRESENTATIONS
					 AND WARRANTIES
 
	 	 	 
	
				  SECTION
					 7.1
 	
				  REPRESENTATIONS
					 AND WARRANTIES OF THE INVESTOR
 	
				  40

				  
	
				  SECTION
					 7.2
 	
				  REPRESENTATIONS
					 AND WARRANTIES OF FORTRESS
 	
				  41

				  
	 
	
				  ARTICLE
					 VIII
 
	 
	
				  MISCELLANEOUS

				  
	 	 	 
	
				  SECTION
					 8.1
 	
				  EXCHANGES;
					 REPURCHASES; RECAPITALIZATION
 	
				  41

				  
	
				  SECTION
					 8.2
 	
				  NOTICES

				  	
				  42

				  
	
				  SECTION
					 8.3
 	
				  NO
					 DISCRIMINATORY TREATMENT
 	
				  43

				  
	
				  SECTION
					 8.4
 	
				  COVENANT
					 NOT TO AMEND
 	
				  44

				  
	
				  SECTION
					 8.5
 	
				  INTERPRETATION

				  	
				  44

				  
	
				  SECTION
					 8.6
 	
				  SEVERABILITY

				  	
				  44

				  
	
				  SECTION
					 8.7
 	
				  COUNTERPARTS

				  	
				  44

				  

 

		 

		
		  
			  
		  

		  
			 3
		  

		  
			  
		  


		  

		  
		  

		  

		   
 

		
		  	
				  SECTION
					 8.8
 	
				  ADJUSTMENTS
					 UPON CHANGE OF CAPITALIZATION
 	
				  44

				  
	
				  SECTION
					 8.9
 	
				  ENTIRE
					 AGREEMENT; NO THIRD PARTY BENEFICIARIES
 	
				  45

				  
	
				  SECTION
					 8.10
 	
				  FURTHER
					 ASSURANCES
 	
				  45

				  
	
				  SECTION
					 8.11
 	
				  GOVERNING
					 LAW; EQUITABLE REMEDIES
 	
				  45

				  
	
				  SECTION
					 8.12
 	
				  CONSENT
					 TO JURISDICTION
 	
				  45

				  
	
				  SECTION
					 8.13
 	
				  AMENDMENTS;
					 WAIVERS
 	
				  46

				  
	
				  SECTION
					 8.14
 	
				  ASSIGNMENT

				  	
				  47

				  

 
 

	  

	 
		
		   
		

		
		  4
		

		
		   
		


		

		
		

		

	 

	 

		INVESTOR
		  SHAREHOLDER AGREEMENT (the “Agreement”), dated as of [__________],
		  2007, between Nomura Investment Managers U.S.A., Inc., a Delaware corporation
		  (“Initial Investor” and, collectively with all other Persons (as
		  defined herein) who become Investors in accordance with this Agreement,
		  “Investors”), and Fortress Investment Group LLC, a Delaware limited
		  liability company (“Fortress”). 

		
 

		WHEREAS,
		  in connection with the IPO (as defined herein), Fortress and its Affiliates (as
		  defined herein) intend to consummate the transactions described in the
		  Registration Statement on Form S-1 filed with the Commission (as defined
		  herein) on November 8, 2006 (Registration No. 333-138514) (the “IPO
		  Registration Statement”);

		
 

		WHEREAS,
		  Initial Investor has entered into a securities purchase agreement (the
		  “Securities Purchase Agreement”) with the Principals pursuant to
		  which Initial Investor, prior to the consummation of the IPO, will acquire
		  [___] Class A Shares (as defined herein); and

		
 

		WHEREAS,
		  Initial Investor and Fortress desire to address herein certain relationships
		  among themselves with respect to the Class A Shares held by Initial
		  Investor.

		
 

		NOW,
		  THEREFORE, in consideration of the mutual covenants and undertakings contained
		  herein and for good and valuable consideration, the receipt and sufficiency of
		  which are hereby acknowledged, the parties hereto hereby agree as
		  follows:

		 

		ARTICLE
		  I

		 

		DEFINITIONS


		 

		SECTION
		  1.1 DEFINITIONS.
		  Capitalized terms used but not defined herein shall have the respective
		  meanings ascribed to such terms in the Securities Purchase Agreement. As used
		  in this Agreement, the following terms shall have the following
		  meanings:

		 

		“ADVISERS
		  ACT” means the Investment Advisers Act of 1940, as amended, supplemented
		  or restated from time to time and any successor to such statute, and the rules
		  and regulations promulgated thereunder.

		 

		
		   
		

		
		  5
		

		
		   
		


		

		
		

		

		 

		An
		  “AFFILIATE” of any Person means any other Person that directly or
		  indirectly, through one or more intermediaries, Controls, is Controlled by, or
		  is under common Control with, such first Person. “CONTROL” means the
		  possession, direct or indirect, of the power to direct or cause the direction
		  of the management and policies of a Person, whether through ownership of voting
		  securities, by contract or otherwise.

		 

		“AGREEMENT”
		  has the meaning set forth in the recitals to this Agreement.

		 

		“APPROVED
		  SALE” shall have the meaning set forth in Section 5.1(a).

		 

		A
		  “BENEFICIAL OWNER” of a security is a Person who directly or
		  indirectly, through any contract, arrangement, understanding, relationship or
		  otherwise has or shares: (i) voting power, which includes the power to vote, or
		  to direct the voting of, such security and/or (ii) investment power, which
		  includes the power to dispose, or to direct the disposition of, such security.
		  The terms “BENEFICIALLY OWN” and “BENEFICIAL OWNERSHIP”
		  shall have correlative meanings.

		 

		“BOARD”
		  means the board of directors of Fortress.

		
 

		“CLASS
		  A SHARES” means the Class A Shares of Fortress representing Class A
		  limited liability company interests of Fortress and any equity securities
		  issued or issuable in exchange for or with respect to such Class A Shares by
		  way of a dividend, split or combination of shares or in connection with a
		  reclassification, recapitalization, merger, consolidation or other
		  reorganization.

		
 

		“CLASS
		  B SHARES” means the Class B Shares of Fortress representing Class B
		  limited liability company interests of Fortress and any equity securities
		  issued or issuable in exchange for or with respect to such Class B Shares by
		  way of a dividend, split or combination of shares or in connection with a
		  reclassification, recapitalization, merger, consolidation or other
		  reorganization.

		
 

		“CODE”
		  shall mean the Internal Revenue Code of 1986, as amended and in effect from
		  time to time.

		 

		
		  
			  
		  

		  
			 6
		  

		  
			  
		  


		  

		  
		  

		  

		   
 

		“COMMISSION”
		  means the United States Securities and Exchange Commission or any similar
		  agency then having jurisdiction to enforce the Securities Act.

		
 

		“DEMAND”
		  shall have the meaning set forth in Section 4.1(a).

		
 

		“DEMAND
		  INVESTOR” means an Investor that, together with its Permitted Transferees
		  and their respective Permitted Transferees who are in each case Investors,
		  holds at least a Registrable Amount.

		
 

		“DEMAND
		  REGISTRATION” has the meaning set forth in Section 4.1(a).

		
 

		“DISQUALIFIED
		  PERSON” has the meaning set forth in Section 2.1(c).

		
 

		“EXCHANGE
		  ACT” means the Securities Exchange Act of 1934, as amended, supplemented
		  or restated from time to time and any successor to such statute, and the rules
		  and regulations promulgated thereunder.

		
 

		A
		  reference to an “EXCHANGE ACT RULE” shall mean such rule or
		  regulation of the SEC under the Exchange Act, as in effect from time to time or
		  as replaced by a successor rule thereto.

		
 

		“FOG
		  UNIT” refers to a unit in the Fortress Operating Group, as described in
		  the Private Placement Memorandum, which represents one limited partnership
		  interest in each of the limited partnerships that comprise the Fortress
		  Operating Group and any corresponding Class B Shares and any equity securities
		  issued or issuable (including Class A Shares) in exchange for or with respect
		  to such FOG Units or Class B Shares (x) by way of a dividend, split or
		  combination of shares, (y) in connection with a reclassification,
		  recapitalization, merger, consolidation or other reorganization, or (z)
		  otherwise.

		
 

		“FORTRESS”
		  has the meaning set forth in the recitals to this Agreement.

		
 

		“FORTRESS
		  OPERATING GROUP” has the meaning set forth in the IPO Registration
		  Statement.

		
 

		
		  
			  
		  

		  
			 7
		  

		  
			  
		  

    
		  

		  
		  

		  
    
		   
 

		“GOVERNMENTAL
		  ENTITY” means any court, administrative agency, regulatory body,
		  commission or other governmental authority, board, bureau or instrumentality,
		  domestic or foreign and any subdivision thereof.

		
 

		“GROUP”
		  has the meaning set forth in Section 13(d) of the Exchange Act as in effect on
		  the date of this Agreement.

		
 

		“INDEPENDENT
		  DIRECTOR” means a person who meets the independence criteria specified in
		  the New York Stock Exchange Listed Company Manual Section
		  303A.02, as the same may be amended from time to time or as provided in any
		  other similar New York Stock Exchange rule that replaces such
		  rule.

		 

		“INITIAL
		  CLASS A SHARES” means the Class A Shares purchased by Initial Investor
		  pursuant to the Securities Purchase Agreement.

		
 

		“INITIAL
		  INVESTOR” has the meaning set forth in the recitals to this
		  Agreement.

		
 

		“INSPECTORS”
		  shall have the meaning set forth in Section 4.5(a)(viii).

		 

		“INVESTMENT
		  COMPANY ACT” means the Investment Company Act of 1940, as amended,
		  supplemented or restated from time to time and any successor to such statute,
		  and the rules and regulations promulgated thereunder

		
 

		“INVESTOR”
		  has the meaning set forth in the recitals to this Agreement.

		
 

		“IPO”
		  means the initial public offering of Class A Shares. 

		
 

		“IPO
		  REGISTRATION STATEMENT” has the meaning set forth in the recitals of this
		  Agreement.

		
 

		“LOSSES”
		  shall have the meaning set forth in Section 4.7(a).

		
 

		“NONQUALIFIED
		  TRANSFEREE” means any Person that the Board, in its good faith and
		  reasonable judgment, determines should not be allowed to purchase Class A
		  Shares from Initial Investor or its Permitted Transferees in a transaction
		  exempt from the registration requirements of the Securities Act because such
		  

		 

		
		   
		

		
		  8
		

		
		   
		

  
		

		
		

		
  
		 

		purchase
		  could reasonably be expected to be materially detrimental to the business or
		  prospects of Fortress.

		
 

		“OBSERVER”
		  shall have the meaning set forth in Section 2.1(c)(ii).

		
 

		“OPERATING
		  AGREEMENT” means the amended and restated limited liability company
		  agreement of Fortress.

		
 

		“OTHER
		  DEMANDING SELLERS” shall have the meaning set forth in Section
		  4.2(b).

		
 

		“OTHER
		  PROPOSED SELLERS” shall have the meaning set forth in Section
		  4.2(b).

		
 

		“PERMITTED
		  TRANSFEREE” shall mean (i) with respect to Initial Investor, such Initial
		  Investor’s Subsidiaries or Controlled Affiliates and (ii) with respect to
		  each Principal, (a) such Principal’s spouse, (b) a lineal descendant of
		  such Principal’s maternal or paternal grandparents (or any such
		  descendant’s spouse), (c) a Charitable Institution (as defined below), (d)
		  a trustee of a trust (whether inter
		  vivos or
		  testamentary), the current beneficiaries and presumptive remaindermen of which
		  are one or more of such Principal and persons described in clauses (a) through
		  (c) of this definition, (e) a corporation, limited liability company or
		  partnership, of which all of the outstanding shares of capital stock or
		  interests therein are owned by one or more of such Principal and Persons
		  described in clauses (a) through (d) of this definition, (f) an individual
		  mandated under a qualified domestic relations order and (g) a legal or personal
		  representative of such Principal in the event of his death or Disability. For
		  purpose of this definition: (i) “lineal descendants” shall not
		  include individuals adopted after attaining the age of 18 years and such
		  adopted Person’s descendants; (ii) Charitable Institution shall refer to
		  an organization described in section 501(c)(3) of the Code (or any
		  corresponding provision of a future United State Internal Revenue law) which is
		  exempt from income taxation under section 501(a) thereof; and (iii)
		  “presumptive remaindermen” shall refer to those Persons entitled to a
		  share of a trust’s assets if it were then to terminate.
		  “DISABILITY” shall refer to any physical or mental incapacity which,
		  as determined by the Board, prevents a Principal from carrying out all or
		  substantially all of his duties under his employment agreement with Fortress in
		  such capacity for any period of 120 consecutive days or any aggregate period of
		  six months in any 12-month period.

		 

		
		   
		

		
		  9
		

		
		   
		

  
		

		
		

		
  
		 

		“PERSON”
		  means any individual, corporation, firm, partnership, joint venture, limited
		  liability company, estate, trust, business association, organization,
		  Governmental Entity or other entity.

		
 

		“PIGGYBACK
		  INVESTOR” shall have the meaning set forth in Section 4.2(a).


		
 

		“PIGGYBACK
		  NOTICE” shall have the meaning set forth in Section 4.2(a).

		
 

		“PIGGYBACK
		  REGISTRABLE AMOUNT” shall mean an amount of Shares representing at least
		  1% of the Total Voting Power of Fortress.

		
 

		“PIGGYBACK
		  REGISTRATION” shall have the meaning set forth in Section
		  4.2(a).

		
 

		“PIGGYBACK
		  SELLER” shall have the meaning set forth in Section 4.2(a).

		
 

		“PRINCIPALS”
		  means Peter L. Briger, Jr., Wesley R. Edens, Robert I. Kauffman, Randal A.
		  Nardone and Michael E. Novogratz.

		
 

		“PROCEEDING”
		  shall have the meaning set forth in Section 8.12.

		
 

		“RECORDS”
		  shall have the meaning set forth in Section 4.5(a)(viii).

		
 

		“REGISTRABLE
		  AMOUNT” shall mean an amount of Shares representing at least 2.5%
		  of the
		  Total Voting Power of Fortress.


		
 

		“REGISTRABLE
		  SECURITIES” shall mean the Initial Class A Shares and any
		  equity securities issued or issuable to any of the Investors with respect to
		  the Initial Class A Shares by way of a
		  dividend, split or combination of shares or in connection with a
		  reclassification, recapitalization, merger, consolidation or other
		  reorganization.
		  As to
		  any particular Registrable Securities, such securities shall cease to be
		  Registrable Securities when (x) a registration statement registering such
		  securities under the Securities Act has been declared effective and such
		  securities have been sold or otherwise transferred by the holder thereof
		  pursuant to such effective registration statement or (y) such securities
		  are sold in accordance with Rule 144 (or any successor provision) promulgated
		  under the Securities Act.

		 

		
		   
		

		
		  10
		

		
		   
		

  
		

		
		

		
  
		 

		“REGISTRATION
		  RIGHTS” means the rights described herein in Article IV.

		
 

		“REPRESENTATIVE”
		  means with respect to a particular Person, any director, officer, manager,
		  employee, agent, consultant, advisor, accountant, financial advisor, legal
		  counsel or other representative of that Person.

		
 

		“REQUESTING
		  INVESTOR” shall have the meaning set forth in Section 4.1(a).


		
 

		“SECURITIES
		  ACT” means the Securities Act of 1933, as amended, supplemented or
		  restated from time to time and any successor to such statute, and the rules and
		  regulations promulgated thereunder.

		 

		“SECURITIES
		  PURCHASE AGREEMENT” has the meaning set forth in the recitals to this
		  Agreement.

		
 

		“SELECTED
		  COURTS” shall have the meaning set forth in Section 8.12.

		
 

		“SELLING
		  INVESTORS” shall have the meaning set forth in Section
		  4.5(a)(i).

		
 

		“SHARES”
		  means, collectively, the outstanding Class A Shares and Class B Shares (as
		  equitably adjusted to reflect any split, combination, reorganization,
		  recapitalization, reclassification or other similar event involving the Class A
		  Shares and/or Class B Shares).

		
 

		“STOCK
		  EQUIVALENTS” means any security or obligation which is by its terms,
		  whether directly or indirectly, convertible into or exchangeable or exercisable
		  for Class A Shares, Class B Shares or other equity securities of the
		  Fortress Entities, and any
		  option, warrant or other subscription or purchase right with respect to Class A
		  Shares, Class B Shares or other equity securities of any of
		  the Fortress
		  Entities.


		
 

		“SUBSIDIARIES”
		  means, with respect to any Person, as of any date of determination, any other
		  Person as to which such Person, owns, directly or indirectly, or otherwise
		  controls more than 50% of the voting shares or other similar interests or the
		  sole general partner interest or managing member or similar interest of such
		  Person. 

		 

		
		   
		

		
		  11
		

		
		   
		


		

		
		

		

		“TAG-ALONG
		  NOTICE” shall have the meaning set forth in
		  Section 5.2(b).

		 

		“TAG-ALONG
		  PRINCIPAL” shall have the meaning set forth in
		  Section 5.2(a).

		 

		“TAG-ALONG
		  PURCHASER” shall have the meaning set forth in Section 5.2(a).
		  

		 

		“TAG-ALONG
		  RIGHTSHOLDER” shall have the meaning set forth in Section 5.2(a).
		  

		 

		“TAG-ALONG
		  SHARES” shall have the meaning set forth in
		  Section 5.2(a).

		
 

		“TOTAL
		  VOTING POWER OF FORTRESS” means the total number of votes that may be cast
		  in the election of directors of Fortress if all Voting Securities outstanding
		  or treated as outstanding pursuant to the final two sentences of this
		  definition were present and voted at a meeting held for such purpose. The
		  percentage of the Total Voting Power of Fortress Beneficially Owned by any
		  Person is the percentage of the Total Voting Power of Fortress that is
		  represented by the total number of votes that may be cast in the election of
		  directors of Fortress by Voting Securities Beneficially Owned by such Person.
		  In calculating such percentage, the Voting Securities Beneficially Owned by any
		  Person that are not outstanding but are subject to issuance upon exercise or
		  exchange of rights of conversion or any options, warrants or other rights
		  Beneficially Owned by such Person shall be deemed to be outstanding for the
		  purpose of computing the percentage of the Total Voting Power of Fortress
		  represented by Voting Securities Beneficially Owned by such Person, but shall
		  not be deemed to be outstanding for the purpose of computing the percentage of
		  the Total Voting Power of Fortress represented by Voting Securities
		  Beneficially Owned by any other Person.

		
 

		“UNDERWRITTEN
		  OFFERING” shall mean a sale of securities of Fortress to an underwriter or
		  underwriters for reoffering to the public.

		
 

		“VOTING
		  SECURITIES” means Class A Shares, Class B Shares and any other securities
		  of Fortress or any Subsidiary of Fortress entitled to vote generally in the
		  election of directors of Fortress.

		 

		SECTION
		  1.2 GENDER. For
		  the purposes of this Agreement, the words “he,” “his” or
		  “himself” shall be interpreted to include the masculine, feminine and
		  corporate, other entity or trust form.

		 

		
		   
		

		
		  12
		

		
		   
		


		

		
		

		

		 

		ARTICLE
		  II 


		 

		GOVERNANCE
		  RIGHTS

		 

		SECTION
		  2.1 INVESTOR
		  BOARD REPRESENTATION.


		 

		(a) Nominees.


		 

		(i) (x) At
		  any time prior to the consummation of the IPO, so long as Initial Investor and
		  its Permitted Transferees have retained at least two-thirds of the number of
		  the Initial Class A Shares held by Initial Investor as of the date hereof (as
		  adjusted by any dividend, split or combination of shares or in connection with
		  a reclassification, recapitalization, merger, consolidation or other
		  reorganization), at the election of the Initial Investor, the Board shall
		  nominate one individual designated by Initial Investor such that Initial
		  Investor will have one designee on the Board, and (y) at any time after the
		  consummation of the IPO, so long as Initial Investor and its Permitted
		  Transferees Beneficially Own Voting Securities representing more than 10% of
		  the Total Voting Power of Fortress, at the election of the Initial Investor,
		  the Board shall nominate one individual designated by Initial Investor such
		  that Initial Investor will have one designee on the Board;

		 

		(ii) In the
		  event that any designee of Initial Investor under this Section 2.1 shall
		  for any reason cease to serve as a member of the Board during his or her term
		  of office, and Initial Investor has the right at such time to nominate one
		  individual to serve on the Board pursuant to Section 2.1(a)(i), the resulting
		  vacancy on the Board shall be filled by an individual designated by Initial
		  Investor.

		 

		(iii) Notwithstanding
		  anything to the contrary herein, Fortress shall not be required pursuant to
		  this Section 2.1 to nominate or select any individual (a “Disqualified
		  Person”) to serve as a member of the Board:

		 

		(A) whose
		  appointment would cause Fortress or any its Affiliates registered under the
		  Advisers Act as an

		 

		
		   
		

		
		  13
		

		
		   
		

  
		

		
		

		
  
		 

		 investment
		  adviser to provide (i) an affirmative answer to any question of Item 11 of Part
		  I of Form ADV or (ii) any disclosure to investment advisory clients or
		  prospective clients under Rule 206(4)-4 of the Advisers Act; or

		 

		(B) who has
		  committed any act that would reasonably be expected to cause such individual,
		  Fortress or any Fortress Subsidiary or any “affiliated person” (as
		  defined in the Investment Company Act) of any of the foregoing to be
		  disqualified in any manner under Section 9 of the Investment Company Act, or
		  that would constitute grounds for the SEC to deny, revoke or suspend the
		  registration of Fortress or any its affiliates registered under the Advisers
		  Act as an investment adviser under Section 203(e) of the Advisers
		  Act.

		 

		(b) Removal.
		  Fortress shall be entitled to take all appropriate actions to remove any
		  designee of Initial Investor on the Board at any time after such designee
		  becomes a Disqualified Person, and Initial Investor shall take all actions
		  reasonably requested by Fortress in connection with the foregoing.


		 

		(c) Waiver;
		  Observer Rights.
		  

		 

		(i) At any
		  time as of the date hereof, upon 10 days prior written notice to Fortress,
		  Initial Investor may, in its sole discretion, waive and relinquish its rights
		  to designate a member of the Board pursuant to Section 2.1(a).

		 

		(ii) Upon the
		  delivery of a waiver contemplated by Section 2.1(c)(i), the Initial Investor
		  shall have the right to: (A) appoint a non-voting representative (the
		  “Observer”)
		  to attend meetings of the Board but not Board committee meetings, to change the
		  Observer so appointed at any time and, upon the resignation of the Observer for
		  any reason, to reappoint another Observer; (B) make proposals,
		  recommendations and suggestions to Fortress’s officers and directors
		  relating to the business and affairs of Fortress at such reasonable times as
		  may be requested by Initial Investor; (C) discuss Fortress’s business
		  and affairs with Fortress’s officers, directors and independent
		  accountants at such
		  reasonable times as may be requested by Initial Investor. In
		  addition, Fortress

		 

		
		   
		

		
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		shall
		  provide Initial Investor with copies of all written consents, resolutions,
		  reports, or other written materials provided to the Board at the same time and
		  in the same manner such materials are circulated to the Board (whether or not
		  Initial Investor has elected to have an Observer pursuant to this Section
		  2.1(c)); provided that no Observer shall be entitled to receive any information
		  without agreeing in writing to be a party to any confidentiality restrictions
		  with respect to such information.
		  Any
		  action taken by the Board at any meeting will not be invalidated by the absence
		  of the Observer at such meeting. Prior to any meeting of the Board, Fortress
		  shall provide due notice of such meeting to the Observer in accordance with the
		  Operating Agreement.

		 

		(iii) Initial
		  Investor shall cease to have any rights under this Section 2.1(c) at the time
		  Initial Investor ceases to have the right to nominate one individual to serve
		  on the Board pursuant to Section 2.1(a).

		 

		SECTION
		  2.2 INSPECTION
		  RIGHTS. Prior
		  to the IPO, so long as Initial Investor and its Permitted Transferees
		  Beneficially Own Voting Securities representing more than 5% of the Total
		  Voting Power of Fortress: 

		 

		(a) each of
		  Fortress, each Fortress Subsidiary and each Fortress Fund will permit each
		  Investor or a representative of each Investor, to visit and inspect any of the
		  properties of such entity, including its books of account and other records
		  and, at such entity’s expense and subject to such Investor’s or
		  representative’s execution of a non-disclosure agreement in a form
		  acceptable to such entity, make copies thereof and take extracts therefrom, and
		  to discuss its affairs, finances and accounts with such entity’s officers
		  and its independent public accountants, all at such reasonable times and as
		  often as any such Investor may reasonably request; provided that any records or
		  copies provided shall be subject to any confidentiality restrictions with
		  respect to such record or copies.

		 

		(b) each of
		  Fortress, each Fortress Subsidiary and each Fortress Fund will deliver to each
		  Investor, who so requests in writing, as soon as practicable after transmission
		  or occurrence and in any event within ten (10) days thereof, copies of any
		  reports or communications delivered to any class of such entity’s security
		  holders or investors, or broadly to the financial community, including any
		  filings by such entity with any securities exchange, the Commission
		  or

		 

		
		   
		

		
		  15
		

		
		   
		

  
		

		
		

		
  
		 

		the
		  National Association of Securities Dealers, Inc.; provided, however, that no
		  Investor shall be entitled to receive any information from a Fortress Fund
		  without first agreeing in writing to be bound by any restrictions that are
		  generally applicable to investors of such Fortress Fund with respect to such
		  information; 

		 

		(c) the
		  provisions of this Section 2.2 shall not be in limitation of any rights which
		  any Investor may have with respect to the books and records of the Fortress
		  Entities, or to inspect their properties or discuss their affairs, finances and
		  accounts, under the laws of the jurisdictions in which they are organized;
		  

		 

		(d) the
		  Company shall cooperate with the Investors to develop mutually agreeable
		  financial information and reporting procedures to enable the Investors to
		  comply on a timely basis with applicable requirements under law, accounting
		  rules or other regulations with regard to the ownership of the Class A Shares
		  by the Investors; provided that the above obligations of the Company to
		  cooperate with, and provide information to, the Investors shall expire upon the
		  consummation of the IPO; and

		 

		(e) each
		  Investor acknowledges and agrees that any non-public information of Fortress or
		  any of its Affiliates is confidential and, except as required by law or legal
		  process or to enforce the terms of this Agreement, such Investor shall keep and
		  retain in the strictest confidence and not disclose to any Person all
		  confidential matters of Fortress or any of its Affiliates. 

		 

		ARTICLE
		  III

		 

		TERMINATION


		 

		SECTION
		  3.1 TERM. This
		  Agreement shall automatically terminate upon the earlier of (a) January 1,
		  2025 or (b) the date that Initial Investor, together with its Permitted
		  Transferees, no longer holds Shares representing at least the Piggyback
		  Registrable Amount.

		 

		SECTION
		  3.2 SURVIVAL. If
		  this Agreement is terminated pursuant to Section 3.1, this Agreement shall
		  become void and of no further force and effect, except for the provisions set
		  forth in Section 4.7 and Article VIII.

		 

		
		   
		

		
		  16
		

		
		   
		


		

		
		

		

		 

		ARTICLE
		  IV

		 

		REGISTRATION
		  RIGHTS


		 

		SECTION
		  4.1 DEMAND
		  REGISTRATION.


		 

		(a) At any
		  time after the six month anniversary of the IPO, any Investors that on the date
		  a Demand (as hereinafter defined) is made constitute Demand Investors (the
		  “Requesting Investor”) shall be entitled to make a written request of
		  Fortress (a “Demand”) for registration under the Securities Act of an
		  amount of Registrable Securities that, when taken together with the amounts of
		  Registrable Securities requested to be registered under the Securities Act by
		  such Requesting Investor’s Permitted Transferees who are then Investors in
		  accordance with this Agreement, equals or is greater than the Registrable
		  Amount (based on the number of Registrable Securities outstanding on the date
		  such Demand is made) (a “Demand Registration”) and thereupon Fortress
		  will, subject to the terms of this Agreement, use its reasonable best efforts
		  to effect the registration as promptly as practicable under the Securities Act
		  of:

		 

		(i) the
		  Registrable Securities which Fortress has been so requested to register by the
		  Requesting Investor for disposition in accordance with the intended method of
		  disposition stated in such Demand;

		 

		(ii) all
		  other Registrable Securities which Fortress has been requested to register
		  pursuant to Section 4.1(b); and

		 

		(iii) all
		  Shares which Fortress may elect to register in connection with any offering of
		  Registrable Securities pursuant to this Section 4.1, but subject to Section
		  4.1(g);

		 

		all to
		  the extent necessary to permit the disposition (in accordance with the intended
		  methods thereof) of the Registrable Securities and the additional Shares, if
		  any, to be so registered.

		 

		(b) A Demand
		  shall specify: (i) the aggregate number of Registrable Securities requested to
		  be registered in such Demand Registration, (ii) the intended method of
		  disposition in connection with such Demand Registration, to the extent then
		  known and (iii) the identity of the Investor (or Requesting Investor). Subject
		  to Section 4.1(g), Fortress shall include in the Demand Registration
		  covered

		 

		
		   
		

		
		  17
		

		
		   
		

  
		

		
		

		
  
		 

		by such
		  Demand all Registrable Securities with respect to which Fortress has received a
		  written request for inclusion therein within ten days after Fortress’s
		  notice required by this paragraph has been given. Such written request shall
		  comply with the requirements of a Demand as set forth in this Section
		  4.1(b).

		 

		(c) Initial
		  Investor and its Permitted Transferees, collectively, shall be entitled to an
		  aggregate of two Demand Registrations.

		 

		(d) A Demand
		  Registration shall not be deemed to have been effected and shall not count as a
		  Demand (i) unless a registration statement with respect thereto has become
		  effective and has remained effective for a period of at least 90 days (or such
		  shorter period in which all Registrable Securities included in such Demand
		  Registration have actually been sold thereunder), (ii) if, after it has
		  become effective, such Demand Registration becomes subject prior to 90 days
		  after effectiveness to any stop order, injunction or other order or requirement
		  of the SEC or other Governmental Entity or court for any reason or (iii) if the
		  conditions to closing specified in the purchase agreement or underwriting
		  agreement entered into in connection with such Demand Registration are not
		  satisfied, other than by reason of any act or omission by such Requesting
		  Investors.

		 

		(e) Demand
		  Registrations shall be on such appropriate registration form of the SEC as
		  shall be selected by the Requesting Investor and shall be reasonably acceptable
		  to Fortress.

		 

		(f) Fortress
		  shall not be obligated to (i) maintain the effectiveness of a registration
		  statement under the Securities Act, filed pursuant to a Demand Registration,
		  for a period longer than 90 days or (ii) effect any Demand Registration (A)
		  within six months of a “firm commitment” Underwritten Offering in
		  which all Piggyback Investors (as hereinafter defined) were given
		  “piggyback” rights pursuant to Section 4.2 (subject to Section
		  4.1(g)) and at least 50% of the number of Registrable Securities requested by
		  such Piggyback Investor to be included in such Demand Registration were
		  included, (B) within four months of any other Demand Registration or (C) if, in
		  Fortress’s reasonable judgment, it is not feasible for Fortress to proceed
		  with the Demand Registration because of the unavailability of audited or other
		  required financial statements, provided that Fortress shall use its reasonable
		  best efforts to obtain such financial statements as promptly as practicable. In
		  addition, Fortress shall be entitled to postpone (upon written notice to the
		  Demand Investor) for up to two occasions, and in no event for more than an
		  aggregate of 120 days, the filing or the effectiveness of a registration
		  statement for any Demand 

		 

		
		   
		

		
		  18
		

		
		   
		

  
		

		
		

		
  
		 

		Registration
		  (in any period of 12 consecutive months) if the Board determines in good faith
		  and in its reasonable judgment that the filing or effectiveness of the
		  registration statement relating to such Demand Registration would cause the
		  disclosure of material, non-public information that Fortress has a bona fide
		  business purpose for preserving as confidential. In the event of a postponement
		  by Fortress of the filing or effectiveness of a registration statement for a
		  Demand Registration, the holders of a majority of Registrable Securities held
		  by the Requesting Investors shall have the right to withdraw such Demand in
		  accordance with Section 4.3.

		 

		(g) Fortress
		  shall not include any securities other than Registrable Securities in a Demand
		  Registration, except with respect to securities held by the Principals or with
		  the written consent of Investors participating in such Demand Registration that
		  hold a majority of the Registrable Securities included in such Demand
		  Registration. If, in connection with a Demand Registration, any managing
		  underwriter (or, if such Demand Registration is not an Underwritten Offering, a
		  nationally recognized independent investment bank selected by the Investors
		  holding a majority of the Registrable Securities included in such Demand
		  Registration, reasonably acceptable to Fortress, and whose fees and expenses
		  shall be borne solely by Fortress) advises Fortress, in writing, that, in its
		  opinion, the inclusion of all of the securities, including securities of
		  Fortress that are not Registrable Securities, sought to be registered in
		  connection with such Demand Registration would adversely affect the
		  marketability of the Registrable Securities sought to be sold pursuant thereto,
		  then Fortress shall include in such registration statement only such securities
		  as Fortress is advised by such underwriter or investment bank can be sold
		  without such adverse effect as follows and in the following order of priority:
		  (i) first, up to the number of Registrable Securities requested to be included
		  in such Demand Registration by the Investors, which, in the opinion of the
		  underwriter or investment bank can be sold without adversely affecting the
		  marketability of the offering, pro rata among such Investors requesting such
		  Demand Registration on the basis of the number of such securities requested to
		  be included by such Investors and such Investors that are Piggyback Sellers;
		  (ii) second, securities the Principals propose to sell; (iii) third, securities
		  Fortress proposes to sell; and (iv) fourth, all other securities of Fortress
		  duly requested to be included in such registration statement, pro rata on the
		  basis of the amount of such other securities requested to be included or such
		  other method determined by Fortress.

		 

		(h) Any time
		  that a Demand Registration involves an Underwritten Offering, Fortress shall
		  select the investment banker or investment

		 

		
		   
		

		
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		bankers
		  and managers that will serve as lead and co-managing underwriters with respect
		  to the offering of such Registrable Securities.

		 

		(i) All
		  rights of the Investors under this Section 4.1 shall be subject to the
		  restrictions of Section 6.2. 

		 

		SECTION
		  4.2 PIGGYBACK
		  REGISTRATION.
		  

		 

		(a) Subject
		  to the terms and conditions hereof, whenever Fortress proposes to register any
		  of its equity securities under the Securities Act (other than a registration by
		  Fortress on a registration statement on Form S-4 or a registration statement on
		  Form S-8 or any successor forms thereto) (a “Piggyback
		  Registration”), whether for its own account or for the account of others,
		  Fortress shall give each Investor that on such date, together with its
		  Permitted Transferees who are then Investors in accordance with this Agreement,
		  holds at least a Piggyback Registrable Amount (each, a “Piggyback
		  Investor”), prompt written notice thereof (but not less than ten business
		  days prior to the filing by Fortress with the SEC of any registration statement
		  with respect thereto). Such notice (a “Piggyback Notice”) shall
		  specify, at a minimum, the number of equity securities proposed to be
		  registered, the proposed date of filing of such registration statement with the
		  SEC, the proposed means of distribution, the proposed managing underwriter or
		  underwriters (if any and if known) and a good faith estimate by Fortress of the
		  proposed minimum offering price of such equity securities. Upon the written
		  request of any Persons that on the date of the Piggyback Notice constitute a
		  Piggyback Investor (a “Piggyback Seller”) (which written request
		  shall specify the number of Registrable Securities then presently intended to
		  be disposed of by such Piggyback Seller) given within ten days after such
		  Piggyback Notice is received by such Piggyback Seller, Fortress, subject to the
		  terms and conditions of this Agreement, shall use its reasonable best efforts
		  to cause all such Registrable Securities held by Piggyback Sellers with respect
		  to which Fortress has received such written requests for inclusion to be
		  included in such Piggyback Registration on the same terms and conditions as
		  Fortress’s equity securities being sold in such Piggyback
		  Registration.

		 

		(b) If, in
		  connection with a Piggyback Registration, any managing underwriter (or, if such
		  Piggyback Registration is not an Underwritten Offering, a nationally recognized
		  independent investment bank selected by Investors holding a majority of the
		  Registrable Securities included in such Piggyback Registration, reasonably
		  acceptable to Fortress, and whose fees and expenses shall be borne solely by
		  Fortress) advises Fortress in writing that, in its opinion, the
		  inclusion

		 

		
		   
		

		
		  20
		

		
		   
		

  
		

		
		

		
  
		 

		of all
		  the equity securities sought to be included in such Piggyback Registration by
		  (i) Fortress, (ii) others who have sought to have equity securities of Fortress
		  registered in such Piggyback Registration pursuant to rights to demand (other
		  than pursuant to so-called “piggyback” or other incidental or
		  participation registration rights) such registration (such Persons being
		  “Other Demanding Sellers”), (iii) the Piggyback Sellers and (iv) any
		  other proposed sellers of equity securities of Fortress (such Persons being
		  “Other Proposed Sellers”), as the case may be, would adversely affect
		  the marketability of the equity securities sought to be sold pursuant thereto,
		  then Fortress shall include in the registration statement applicable to such
		  Piggyback Registration only such equity securities as Fortress is so advised by
		  such underwriter can be sold without such an effect, as follows and in the
		  following order of priority:

		 

		(i) if the
		  Piggyback Registration relates to an offering for Fortress’s own account,
		  then (A) first, such number of equity securities to be sold by Fortress as
		  Fortress, in its reasonable judgment and acting in good faith and in accordance
		  with sound financial practice, shall have determined, (B) second, Registrable
		  Securities of Piggyback Sellers, securities of Principals and securities sought
		  to be registered by Other Demanding Sellers, pro rata on the basis of the
		  number of Class A Shares proposed to be sold by such Piggyback Sellers, the
		  Principals and Other Demanding Sellers and (C) third, other equity securities
		  proposed to be sold by any Other Proposed Sellers (excluding the Principals);
		  or

		 

		(ii) if the
		  Piggyback Registration relates to an offering other than for Fortress’s
		  own account, then (A) first, such number of equity securities sought to be
		  registered by each Other Demanding Seller, the Piggyback Sellers and the
		  Principals, pro rata in proportion to the number of securities sought to be
		  registered by all such Other Demanding Sellers, Piggyback Sellers and the
		  Principals and (B) second, other equity securities proposed to be sold by any
		  Other Proposed Sellers (excluding the Principals) or to be sold by Fortress as
		  determined by Fortress.

		 

		(c) In
		  connection with any Underwritten Offering under this Section 4.2 for
		  Fortress’s account, Fortress shall not be required to include the
		  Registrable Securities of an Investor in the Underwritten Offering unless the
		  Investor accepts the terms of the underwriting as agreed upon between Fortress
		  and the underwriters selected by Fortress.

		 

		
		   
		

		
		  21
		

		
		   
		


		

		
		

		

		 

		(d) If, at
		  any time after giving written notice of its intention to register any of its
		  equity securities as set forth in this Section 4.2 and prior to the time the
		  registration statement filed in connection with such Piggyback Registration is
		  declared effective, Fortress shall determine for any reason not to register
		  such equity securities, Fortress shall give written notice of such
		  determination to each Piggyback Investor within five (5) days thereof and
		  thereupon shall be relieved of its obligation to register any Registrable
		  Securities in connection with such particular withdrawn or abandoned Piggyback
		  Registration (but not from its obligation to pay the Registration Expenses in
		  connection therewith as provided herein); provided, that Demand Investors may
		  continue the registration as a Demand Registration pursuant to the terms of
		  Section 4.1.

		 

		(e) All
		  rights of the Investor under this Section 4.2 shall be subject to the
		  restrictions of Section 6.2.


		 

		SECTION
		  4.3 WITHDRAWAL
		  RIGHTS.


		 

		Any
		  Investor having notified or directed Fortress to include any or all of its
		  Registrable Securities in a registration statement under the Securities Act
		  shall have the right to withdraw any such notice or direction with respect to
		  any or all of the Registrable Securities designated by it for registration by
		  giving written notice to such effect to Fortress prior to the effective date of
		  such registration statement. In the event of any such withdrawal, Fortress
		  shall not include such Registrable Securities in the applicable registration
		  and such Registrable Securities shall continue to be Registrable Securities for
		  all purposes of this Agreement. No such withdrawal shall affect the obligations
		  of Fortress with respect to the Registrable Securities not so withdrawn;
		  provided, however, that in the case of a Demand Registration, if such
		  withdrawal shall reduce the number of Registrable Securities sought to be
		  included in such registration below the Registrable Amount, then Fortress shall
		  as promptly as practicable give each Investor seeking to register Registrable
		  Securities notice to such effect and, within ten days following the mailing of
		  such notice, such Investor still seeking registration shall, by written notice
		  to Fortress, elect to register additional Registrable Securities, when taken
		  together with elections to register Registrable Securities by their Permitted
		  Transferees, to satisfy the Registrable Amount or elect that such registration
		  statement not be filed or, if theretofore filed, be withdrawn. During such ten
		  day period, Fortress shall not file such registration statement if not
		  theretofore filed or, if such registration statement has been theretofore
		  filed, Fortress shall not seek, and shall use commercially reasonable efforts
		  to prevent, the effectiveness thereof. Any 

		 

		
		   
		

		
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		registration
		  statement withdrawn or not filed (a) in accordance with an election by
		  Fortress, (b) in accordance with an election by the Requesting Investors in the
		  case of a Demand Registration or (c) in accordance with an election by Fortress
		  subsequent to the effectiveness of the applicable Demand Registration statement
		  because any post-effective amendment or supplement to the applicable Demand
		  Registration statement contains information regarding Fortress which Fortress
		  deems adverse to Fortress, shall not be counted as a Demand. If an
		  Investor withdraws its
		  notification or direction to Fortress to include Registrable Securities in a
		  registration statement in
		  accordance with this Section 4.3, such Investor shall be required to promptly
		  reimburse Fortress for all expenses incurred by Fortress in connection with
		  preparing for the registration of such Registrable Securities. 

		 

		SECTION
		  4.4 HOLDBACK
		  AGREEMENTS.


		 

		Each
		  Piggyback Seller agrees not to effect any public sale or distribution
		  (including sales pursuant to Rule 144) of equity securities of Fortress, or any
		  securities convertible into or exchangeable or exercisable for such equity
		  securities, during any time period reasonably requested by Fortress (which
		  shall not exceed 90 days) with respect to any Public Offering, Demand
		  Registration or Piggyback Registration (in each case, except as part of such
		  registration), or, in each case, during any time period (which shall not exceed
		  180 days) required by any underwriting agreement with respect
		  thereto.

		 

		SECTION
		  4.5 REGISTRATION
		  PROCEDURES.


		 

		(a) If and
		  whenever Fortress is required to use reasonable best efforts to effect the
		  registration of any Registrable Securities under the Securities Act as provided
		  in Sections 4.1 and 4.2 Fortress shall as expeditiously as reasonably
		  possible:

		 

		(i) prepare
		  and file with the SEC a registration statement to effect such registration and
		  thereafter use reasonable best efforts to cause such registration statement to
		  become and remain effective pursuant to the terms of this Agreement; provided,
		  however, that Fortress may discontinue any registration of its securities which
		  are not Registrable Securities at any time prior to the effective date of the
		  registration statement relating thereto; provided, further that before filing
		  such registration statement or any amendments thereto, Fortress will furnish to
		  the counsel selected by 

		 

		
		   
		

		
		  23
		

		
		   
		

  
		

		
		

		
  
		 

		the
		  Investors which are including Registrable Securities in such registration
		  (“Selling Investors”) copies of all such documents proposed to be
		  filed, which documents will be subject to the review of such counsel, and such
		  review to be conducted with reasonable promptness;

		 

		(ii) prepare
		  and file with the SEC such amendments and supplements to such registration
		  statement and the prospectus used in connection therewith as may be necessary
		  to keep such registration statement effective and to comply with the provisions
		  of the Securities Act with respect to the disposition of all securities covered
		  by such registration statement until the earlier of such time as all of such
		  securities have been disposed of in accordance with the intended methods of
		  disposition by the seller or sellers thereof set forth in such registration
		  statement or (i) in the case of a Demand Registration pursuant to Section 4.1,
		  the expiration of 90 days after such registration statement becomes effective
		  or (ii) in the case of a Piggyback Registration pursuant to Section 4.2, the
		  expiration of 90 days after such registration statement becomes
		  effective;

		 

		(iii) furnish
		  to each Selling Investor and each underwriter, if any, of the securities being
		  sold by such Selling Investor such number of conformed copies of such
		  registration statement and of each amendment and supplement thereto (in each
		  case including all exhibits), such number of copies of the prospectus contained
		  in such registration statement (including each preliminary prospectus and any
		  summary prospectus) and each free writing prospectus (as defined in Rule 405 of
		  the Securities Act) (a “Free Writing Prospectus”) utilized in
		  connection therewith and any other prospectus filed under Rule 424 under the
		  Securities Act, in conformity with the requirements of the Securities Act, and
		  such other documents as such Selling Investor and underwriter, if any, may
		  reasonably request in order to facilitate the public sale or other disposition
		  of the Registrable Securities owned by such Selling Investor;

		 

		(iv) use
		  reasonable best efforts to register or qualify such Registrable Securities
		  covered by such registration 

		 

		
		   
		

		
		  24
		

		
		   
		

  
		

		
		

		
  
		 

		statement
		  under such other securities laws or blue sky laws of such jurisdictions as any
		  Selling Investor and any underwriter of the securities being sold by such
		  Selling Investor shall reasonably request, and take any other action which may
		  be reasonably necessary or advisable to enable such Selling Investor and
		  underwriter to consummate the disposition in such jurisdictions of the
		  Registrable Securities owned by such Selling Investor, except that Fortress
		  shall not for any such purpose be required to (A) qualify generally to do
		  business as a foreign limited liability company in any jurisdiction wherein it
		  would not but for the requirements of this clause (iv) be obligated to be so
		  qualified, (B) subject itself to taxation in any such jurisdiction or (C) file
		  a general consent to service of process in any such jurisdiction;

		 

		(v) use
		  reasonable best efforts to cause such Registrable Securities to be listed on
		  each securities exchange on which similar securities issued by Fortress are
		  then listed and, if no such securities are so listed, use commercially
		  reasonable efforts to cause such Registrable Securities to be listed on the New
		  York Stock Exchange, the American Stock Exchange or the NASDAQ Stock
		  Market;

		 

		(vi) use
		  reasonable best efforts to cause such Registrable Securities covered by such
		  registration statement to be registered with or approved by such other
		  governmental agencies or authorities as may be necessary to enable the Selling
		  Investor(s) thereof to consummate the disposition of such Registrable
		  Securities;

		 

		(vii) in
		  connection with an Underwritten Offering, obtain for each Selling Investor and
		  underwriter:

		 

		(A) an
		  opinion of counsel for Fortress, covering the matters customarily covered in
		  opinions requested in underwritten offerings and such other matters as may be
		  reasonably requested by such Selling Investor and underwriters,
		  and

		 

		(B) a
		  “comfort” letter (or, in the case of any such Person which does not
		  satisfy the conditions for receipt of a “comfort” letter specified in
		  Statement on Auditing Standards No.

		 

		
		   
		

		
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		72, an
		  “agreed upon procedures” letter) signed by the independent public
		  accountants who have certified Fortress’s financial statements included in
		  such registration statement;

		 

		(viii) promptly
		  make available for inspection by any Selling Investor, any underwriter
		  participating in any disposition pursuant to any registration statement, and
		  any attorney, accountant or other agent or representative retained by any such
		  Selling Investor or underwriter (collectively, the “Inspectors”), all
		  financial and other records, pertinent corporate documents and properties of
		  Fortress (collectively, the “Records”), as shall be reasonably
		  necessary to enable them to exercise their due diligence responsibility, and
		  cause Fortress’s officers, directors and employees to supply all
		  information requested by any such Inspector in connection with such
		  registration statement; provided,
		  however, that,
		  unless the disclosure of such Records is necessary to avoid or correct a
		  misstatement or omission in the registration statement or the release of such
		  Records is ordered pursuant to a subpoena or other order from a court of
		  competent jurisdiction, Fortress shall not be required to provide any
		  information under this subparagraph (viii) if (i) Fortress believes, after
		  consultation with counsel for Fortress, that to do so would cause Fortress to
		  forfeit an attorney-client privilege that was applicable to such information or
		  (ii) if either (A) Fortress has requested and been granted from the SEC
		  confidential treatment of such information contained in any filing with the SEC
		  or documents provided supplementally or otherwise or (B) Fortress reasonably
		  determines in good faith that such Records are confidential and so notifies the
		  Inspectors in writing unless prior to furnishing any such information with
		  respect to (i) or (ii) such Selling Investor requesting such information
		  agrees, and causes each of its Inspectors, to enter into a confidentiality
		  agreement on terms reasonably acceptable to Fortress; and provided,
		  further, that
		  each Selling Investor agrees that it will, upon learning that disclosure of
		  such Records by such Selling Investor is sought in a court of competent
		  jurisdiction, give notice to Fortress and allow Fortress, at its expense, to
		  undertake appropriate action and to prevent disclosure of the Records deemed
		  confidential;

		 

		(ix) promptly
		  notify in writing each Selling Investor and the underwriters, if any, of the
		  following events:

		 

		
		   
		

		
		  26
		

		
		   
		


		

		
		

		

		 

		(A) the
		  filing of the registration statement, the prospectus or any prospectus
		  supplement related thereto or post-effective amendment to the registration
		  statement or any Free Writing Prospectus utilized in connection therewith, and,
		  with respect to the registration statement or any post-effective amendment
		  thereto, when the same has become effective;

		 

		(B) any
		  request by the SEC or any other Governmental Entity for amendments or
		  supplements to the registration statement or the prospectus or for additional
		  information;

		 

		(C) the
		  issuance by the SEC or any other Governmental Entity of any stop order
		  suspending the effectiveness of the registration statement or the initiation of
		  any proceedings by any Person for that purpose; and

		 

		(D) the
		  receipt by Fortress of any notification with respect to the suspension of the
		  qualification of any Registrable Securities for sale under the securities or
		  blue sky laws of any jurisdiction or the initiation or threat of any proceeding
		  for such purpose;

		 

		(x) notify
		  each Selling Investor, at any time when a prospectus relating thereto is
		  required to be delivered under the Securities Act, upon discovery that, or upon
		  the happening of any event as a result of which, the prospectus included in
		  such registration statement, as then in effect, includes an untrue statement of
		  a material fact or omits to state any material fact required to be stated
		  therein or necessary to make the statements therein not misleading, and, at the
		  request of any Selling Investor, promptly prepare and furnish to such seller a
		  reasonable number of copies of a supplement to or an amendment of such
		  prospectus as may be necessary so that, as thereafter delivered to the
		  purchasers of such Registrable Securities, such prospectus shall not include an
		  untrue statement of a material fact or omit to state a material fact required
		  to be stated therein or necessary to make the statements therein not
		  misleading;

		 

		
		   
		

		
		  27
		

		
		   
		


		

		
		

		

		 

		(xi) use
		  reasonable best efforts to obtain the withdrawal of any order suspending the
		  effectiveness of such registration statement;

		 

		(xii) otherwise
		  use reasonable best efforts to comply with all applicable rules and regulations
		  of the SEC, and make available to Selling Investors, as soon as reasonably
		  practicable, an earnings statement of Fortress covering the period of at least
		  12 months, but not more than 18 months, beginning with the first day of
		  Fortress’s first full quarter after the effective date of such
		  registration statement, which earnings statement shall satisfy the provisions
		  of Section 11(a) of the Securities Act and Rule 158 thereunder;

		 

		(xiii) use its
		  reasonable best efforts to assist Selling Investors who made a request to
		  Fortress to provide for a third party “market maker” for the Class A
		  Shares; provided,
		  however, that
		  Fortress shall not be required to serve as such “market maker”;
		  

		 

		(xiv) cooperate
		  with the Selling Investors and the managing underwriter to facilitate the
		  timely preparation and delivery of certificates (which shall not bear any
		  restrictive legends unless required under applicable law) representing
		  securities sold under any registration statement, and enable such securities to
		  be in such denominations and registered in such names as the managing
		  underwriter or such Selling Investor may request and keep available and make
		  available to Fortress’s transfer agent prior to the effectiveness of such
		  registration statement a supply of such certificates; and

		 

		(xv) have
		  appropriate officers of Fortress prepare and make presentations at any
		  “road shows” and before analysts and rating agencies, as the case may
		  be, and other information meetings organized by the underwriters, take other
		  actions to obtain ratings for any Registrable Securities (if they are eligible
		  to be rated) and otherwise use its reasonable best efforts to cooperate as
		  reasonably requested by the Selling Investors and the underwriters in the
		  offering, marketing or selling of the Registrable Securities.

		 

		
		   
		

		
		  28
		

		
		   
		


		

		
		

		

		 

		Fortress
		  may require each Selling Investor and each underwriter, if any, to furnish
		  Fortress in writing such information regarding each Selling Investor or
		  underwriter and the distribution of such Registrable Securities as Fortress may
		  from time to time reasonably request to complete or amend the information
		  required by such registration statement.

		 

		(b) Underwriting.
		  Without limiting any of the foregoing, in the event that the offering of
		  Registrable Securities is to be made by or through an underwriter, Fortress, if
		  requested by the underwriter, shall enter into an underwriting agreement with a
		  managing underwriter or underwriters in connection with such offering
		  containing representations, warranties, indemnities and agreements customarily
		  included (but not inconsistent with the covenants and agreements of Fortress
		  contained herein) by an issuer of common stock in underwriting agreements with
		  respect to offerings of common stock for the account of, or on behalf of, such
		  issuers.

		 

		(c) Each
		  Selling Investor agrees that upon receipt of any notice from Fortress of the
		  happening of any event of the kind described in Section 4.5(a)(ix), such
		  Selling Investor shall forthwith discontinue such Selling Investor’s
		  disposition of Registrable Securities pursuant to the applicable registration
		  statement and prospectus relating thereto until such Selling Investor’s
		  receipt of the copies of the supplemented or amended prospectus contemplated by
		  Section 4.5(a)(ix) and, if so directed by Fortress, deliver to Fortress, at
		  Fortress’s expense, all copies, other than permanent file copies, then in
		  such Selling Investor’s possession of the prospectus current at the time
		  of receipt of such notice relating to such Registrable Securities. In the event
		  Fortress shall give such notice, any applicable 90 day or one year period
		  during which such registration statement must remain effective pursuant to this
		  Agreement shall be extended by the number of days during the period from the
		  date of giving of a notice regarding the happening of an event of the kind
		  described in Section 4.5(a)(ix) to the date when all such Selling Investors
		  shall receive such a supplemented or amended prospectus and such prospectus
		  shall have been filed with the SEC.

		 

		SECTION
		  4.6 REGISTRATION
		  EXPENSES.
		  

		 

		All
		  expenses incident to Fortress’s performance of, or compliance with, its
		  obligations under this Agreement including, without limitation, all
		  registration and filing fees, all fees and expenses of compliance with
		  securities and “blue sky” laws, all fees and expenses associated with
		  filings required to be made

		 

		
		   
		

		
		  29
		

		
		   
		

  
		

		
		

		
  
		 

		with the
		  NASD (including, if applicable, the fees and expenses of any “qualified
		  independent underwriter” as such term is defined in Schedule E of the
		  By-Laws of the NASD), all fees and expenses of compliance with securities and
		  “blue sky” laws, all printing (including, without limitation,
		  expenses of printing certificates for the Registrable Securities in a form
		  eligible for deposit with the Depository Trust Company and of printing
		  prospectuses if the printing of prospectuses is requested by a holder of
		  Registrable Securities) and copying expenses, all messenger and delivery
		  expenses, all fees and expenses of Fortress’s independent certified public
		  accountants and counsel (including, without limitation, with respect to
		  “comfort” letters and opinions) and fees and expenses of one firm of
		  counsel to the Investors selling in such registration (which firm shall be
		  selected by the Investors selling in such registration that hold a majority of
		  the Registrable Securities included in such registration) (collectively, the
		  “Registration Expenses”) shall be borne by Fortress, regardless of
		  whether a registration is effected. Fortress will pay its internal expenses
		  (including, without limitation, all salaries and expenses of its officers and
		  employees performing legal or accounting duties, the expense of any annual
		  audit and the expense of any liability insurance) and the expenses and fees for
		  listing the securities to be registered on each securities exchange and
		  included in each established over-the-counter market on which similar
		  securities issued by Fortress are then listed or traded. Each Selling Investor
		  shall pay its portion of all underwriting discounts and commissions and
		  transfer taxes, if any, relating to the sale of such Selling Investor’s
		  Registrable Securities pursuant to any registration.

		 

		SECTION
		  4.7 INDEMNIFICATION.


		 

		(a)  By
		  Fortress.
		  Fortress agrees to indemnify and hold harmless, to the fullest extent permitted
		  by law, each Selling Investor and its Permitted Transferees and their
		  respective officers, directors, employees, managers, partners and agents and
		  each Person who controls (within the meaning of Section 15 of the Securities
		  Act and Section 20 of the Exchange Act) such Selling Investor or such other
		  indemnified Person from and against all losses, claims, damages, liabilities
		  and expenses (including reasonable expenses of investigation and reasonable
		  attorneys’ fees and expenses) (collectively, the “Losses”)
		  caused by, resulting from or relating to any untrue statement (or alleged
		  untrue statement) of a material fact contained in any registration statement,
		  prospectus or preliminary prospectus or Free Writing Prospectus or any
		  amendment or supplement thereto or any omission (or alleged omission) of a
		  material fact required to be stated therein or necessary to make the statements
		  therein, in light of the circumstances under which they were made, not
		  misleading, except insofar as the same are caused by any 

		 

		
		   
		

		
		  30
		

		
		   
		

  
		

		
		

		
  
		 

		information
		  furnished in writing to Fortress by such Selling Investor expressly for use
		  therein. In connection with an Underwritten Offering and without limiting any
		  of Fortress’s other obligations under this Agreement, Fortress shall also
		  indemnify such underwriters, their officers, directors, employees and agents
		  and each Person who controls (within the meaning of Section 15 of the
		  Securities Act and Section 20 of the Exchange Act) such underwriters or such
		  other indemnified Person to the same extent as provided above with respect to
		  the indemnification (and exceptions thereto) of Selling Investors.
		  Reimbursements payable pursuant to the indemnification contemplated by this
		  Section 4.7(a) will be made by periodic payments during the course of any
		  investigation or defense, as and when bills are received or expenses
		  incurred.

		 

		(b) By
		  the Selling Investors. In
		  connection with any registration statement in which an Investor is
		  participating, such Selling Investor will furnish to Fortress in writing
		  information regarding such Selling Investor’s ownership of Registrable
		  Securities and its intended method of distribution thereof and, to the extent
		  permitted by law, shall, jointly with Initial Investor and all other Investors
		  and not severally, indemnify Fortress, its Affiliates and their respective
		  directors, officers, employees and agents and each Person who controls (within
		  the meaning of Section 15 of the Securities Act and Section 20 of the Exchange
		  Act) Fortress or such other indemnified Person against all Losses caused by any
		  untrue statement of material fact contained in the registration statement,
		  prospectus or preliminary prospectus or Free Writing Prospectus or any
		  amendment or supplement thereto or any omission of a material fact required to
		  be stated therein or necessary to make the statements therein, in light of the
		  circumstances under which they were made, not misleading, but only to the
		  extent that such untrue statement or omission is caused by and contained in
		  such information so furnished in writing by such Selling Investor expressly for
		  use therein. Notwithstanding the foregoing, no Selling Investors shall be
		  liable to Fortress for amounts in excess of the net amount received by such
		  holder in the offering giving rise to such liability.

		 

		(c) Notice. Any
		  Person entitled to indemnification hereunder shall give prompt written notice
		  to the indemnifying party of any claim with respect to which it seeks
		  indemnification; provided,
		  however, the
		  failure to give such notice shall not release the indemnifying party from its
		  obligation, except to the extent that the indemnifying party has been
		  materially prejudiced by such failure to provide such notice on a timely
		  basis.

		 

		
		   
		

		
		  31
		

		
		   
		


		

		
		

		

		 

		(d) Defense
		  of Actions. In any
		  case in which any such action is brought against any indemnified party, and it
		  notifies an indemnifying party of the commencement thereof, the indemnifying
		  party will be entitled to participate therein, and, to the extent that it may
		  wish, jointly with any other indemnifying party similarly notified, to assume
		  the defense thereof, with counsel reasonably satisfactory to such indemnified
		  party, and after notice from the indemnifying party to such indemnified party
		  of its election so to assume the defense thereof, the indemnifying party will
		  not (so long as it shall continue to have the right to defend, contest,
		  litigate and settle the matter in question in accordance with this paragraph)
		  be liable to such indemnified party hereunder for any legal or other expense
		  subsequently incurred by such indemnified party in connection with the defense
		  thereof other than reasonable costs of investigation, supervision and
		  monitoring (unless (i) such indemnified party reasonably objects to such
		  assumption on the grounds that there may be defenses available to it which are
		  different from or in addition to the defenses available to such indemnifying
		  party or (ii) the indemnifying party shall have failed within a reasonable
		  period of time to assume such defense and the indemnified party is or is
		  reasonably likely to be prejudiced by such delay, in either event the
		  indemnified party shall be promptly reimbursed by the indemnifying party for
		  the expenses incurred in connection with retaining separate legal counsel). An
		  indemnifying party shall not be liable for any settlement of an action or claim
		  effected without its consent (such consent not to be unreasonably withheld).
		  The indemnifying party shall lose its right to defend, contest, litigate and
		  settle a matter if it shall fail to diligently contest such matter (except to
		  the extent settled in accordance with the next following sentence). No matter
		  shall be settled by an indemnifying party without the consent of the
		  indemnified party (which consent shall not be unreasonably withheld, it being
		  understood that the indemnified party shall not be deemed to be unreasonable in
		  withholding its consent if the proposed settlement imposes any obligation on
		  the indemnified party).

		 

		(e) Survival. The
		  indemnification provided for under this Agreement shall remain in full force
		  and effect regardless of any investigation made by or on behalf of the
		  indemnified Person and will survive the transfer of the Registrable Securities
		  and the termination of this Agreement.

		 

		(f) Contribution. If
		  recovery is not available under the foregoing indemnification provisions for
		  any reason or reasons other than as specified therein, any Person who would
		  otherwise be entitled to indemnification by the terms thereof shall
		  nevertheless be entitled to contribution with respect to any Losses with
		  respect to which such Person would be entitled to such indemnification
		  

		 

		
		   
		

		
		  32
		

		
		   
		

  
		

		
		

		
  
		 

		but for
		  such reason or reasons. In determining the amount of contribution to which the
		  respective Persons are entitled, there shall be considered the Persons’
		  relative knowledge and access to information concerning the matter with respect
		  to which the claim was asserted, the opportunity to correct and prevent any
		  statement or omission, and other equitable considerations appropriate under the
		  circumstances. It is hereby agreed that it would not necessarily be equitable
		  if the amount of such contribution were determined by pro rata or per capita
		  allocation. No Person guilty of fraudulent misrepresentation (within the
		  meaning of Section 11(f) of the Securities Act) shall be entitled to
		  contribution from any Person who was not found guilty of such fraudulent
		  misrepresentation. Notwithstanding the foregoing, no Selling Investor or
		  transferee thereof shall be required to make a contribution in excess of the
		  net amount received by such holder from its sale of Registrable Securities in
		  connection with the offering that gave rise to the contribution
		  obligation.

		 

		(g) Request
		  for Information. Not
		  less than ten business days before the expected filing date of each
		  registration statement pursuant to this Agreement, Fortress shall notify each
		  Investor who has timely provided the requisite notice hereunder entitling the
		  Investor to register Registrable Securities in such registration statement of
		  the information, documents and instruments from such Investor that Fortress or
		  any underwriter reasonably requests in connection with such registration
		  statement, including, but not limited to a questionnaire, custody agreement,
		  power of attorney, lock-up letter and underwriting agreement (the
		  “Requested Information”). If Fortress has not received, on or before
		  the second day before the expected filing date, the Requested Information from
		  such Investor, Fortress may file the Registration Statement without including
		  Registrable Securities of such Investor. The failure to so include in any
		  registration statement the Registrable Securities of an Investor (with regard
		  to that registration statement) shall not in and of itself result in any
		  liability on the part of Fortress to such Investor.

		 

		(h) No
		  Grant of Future Registration Rights.
		  Fortress shall not grant any shelf, demand, piggyback or incidental
		  registration rights that are senior to the rights granted to the Investors
		  hereunder to any other Person without the prior written consent of Initial
		  Investor.

		 

		(i) Permitted
		  Transferees. Any
		  time an Investor transfers Registrable Securities to a Permitted Transferee of
		  Initial Investor, such Permitted Transferee must execute a joinder to this
		  Agreement, and become an “Investor” for purposes of this Agreement,
		  in order to be entitled to the registration rights set forth in this Article
		  IV. 

		 
 

	 
		
		   
		

		
		  33
		

		
		   
		


		

		
		

		

		 

		SECTION
		  4.8 MOST
		  FAVORED NATIONS. Except
		  with respect to the shelf registration rights and the number of demand rights
		  granted to the Principals and their Permitted Transferees in their Shareholder
		  Agreement with Fortress as described in the Private Placement Memorandum, to
		  the extent that, on or after the date of this Agreement, Fortress grants
		  superior or more favorable demand, piggyback or incidental registration rights
		  than those provided in this Article IV, any such superior or more favorable
		  rights and/or terms shall be deemed to have been granted simultaneously to the
		  Investors with respect to their Registrable Securities.

		
 

		ARTICLE
		  V

		 

		DRAG-ALONG
		  RIGHTS AND TAG-ALONG RIGHTS

		 

		SECTION
		  5.1 DRAG-ALONG
		  RIGHTS.


		 

		(a) If,
		  prior to the consummation of the IPO, the Board approves a sale of all or
		  substantially all of
		  the business conducted by Fortress to a Third Party (an “Approved
		  Sale”), each Investor, each other Permitted Transferee of Initial Investor
		  that holds Initial Class A Shares and each of their respective direct or
		  indirect transferees of Initial Class A Shares, shall take all actions approved
		  or requested by the Board in connection with the Approved Sale.

		 

		(b) The
		  obligations of a holder of Initial Class A Shares pursuant to this Section 5.1
		  are subject to the following conditions:

		 

		(i) upon
		  consummation of the Approved Sale, such holder shall receive from the Approved
		  Sale the same amount of consideration with respect to each of its, his or her
		  Class A Shares that each Principal shall receive with respect to each of his
		  FOG Units;

		 

		(ii) if any
		  Principal is given an option as to the form and amount of consideration to be
		  received in respect of his FOG Units, each holder of Class A Shares will be
		  given the same option and the requirement that all holders of Class A Shares
		  and FOG Units receive the same amount of consideration per Class A Share and
		  FOG Unit shall be satisfied without regard to the particular choices of
		  particular holders among any such options;

		 

		
		   
		

		
		  34
		

		
		   
		


		

		
		

		

		 

		(iii) such
		  holder shall not be obligated to make any out-of-pocket expenditure prior to
		  the consummation of the Approved Sale (excluding modest expenditures for
		  postage, copies, etc.) and such holder shall not be obligated to pay more than
		  its, his or her pro rata share (based upon the amount of consideration
		  received) of reasonable expenses incurred in connection with a consummated
		  Approved Sale to the extent such costs are incurred for the benefit of such
		  holder and are not otherwise paid by Fortress or the acquiring party, provided
		  that such holder’s liability for such expenses shall be capped at the
		  total purchase price received by such holder for its, his or her Class A
		  Shares; and

		 

		(iv) in the
		  event that such holder is required to provide any representations or
		  indemnities in connection with the Approved Sale (other than representations
		  and indemnities concerning such holder’s valid ownership of its, his or
		  her Class A Shares, free and clear of any and all Liens, such holder’s
		  authority, power and right to enter into and consummate such purchase or merger
		  agreement without violating any other agreement and other representations and
		  indemnities which are individual to such holder and that are also provided by
		  the holders of FOG Units, as applicable to FOG Units), then such holder shall
		  not be liable for more than its, his or her pro rata share (based upon the
		  Class A Shares held and not the amount of consideration received) of any
		  liability for misrepresentation or indemnity and such liability shall not
		  exceed the total purchase price received by such holder for its, his or her
		  Class A Shares.

		 

		SECTION
		  5.2 TAG-ALONG
		  RIGHTS.
		  

		 

		(a) Except
		  for transfers to a Permitted Transferee and except for the potential transfer
		  of FOG Units and Class B Shares to employees of Fortress and/or its
		  Subsidiaries, if, prior to the consummation of the IPO, any of the Principals
		  (in each case, a “Tag-Along Principal”) transfers Class A Shares or
		  FOG Units to one or more Persons (a “Tag-Along Purchaser”), then each
		  Investor that holds Initial Class A Shares (each, a “Tag-Along
		  Rightsholder”) shall have the right to sell to such Tag-Along Purchaser,
		  upon the terms set forth in the Tag-Along Notice (except that the purchase
		  price payable to the participating Tag-Along Rightsholders and such Tag-Along
		  Principal in respect of any Stock Equivalents sold 

		 

		
		   
		

		
		  35
		

		
		   
		

  
		

		
		

		
  
		 

		in such
		  transaction shall be net of the exercise price thereof (i.e., the additional
		  consideration payable to Fortress upon the exercise thereof, if any)) that
		  number specified
		  by such Tag-Along Rightsholder of Class A
		  Shares, up to
		  that number equal
		  to the percentage of the number of the sum of the Class A Shares and FOG Units
		  proposed to be transferred by such Tag-Along Principal (the “Tag-Along
		  Shares”) determined by dividing (A) the total number of Class A Shares
		  (including for such purposes all Class A Shares which are subject to issuance
		  upon exercise or conversion of Stock Equivalents held by
		  such
		  Tag-Along Rightsholder) then owned by such Tag-Along Rightsholder by (B) the
		  sum of (x) the total number of Class A Shares (including for such purposes
		  all Class A Shares and FOG Units which are subject to issuance upon exercise or
		  conversion of Stock Equivalents held by the Tag-Along Rightsholders) then owned
		  by all such Tag-Along Rightsholders exercising their rights pursuant to this
		  Section 5.2(a) and (y) the total number of Class A Shares and FOG
		  Units then owned by such Tag-Along Principal (including for such purposes all
		  Class A Shares and FOG Units which are subject to issuance upon exercise or
		  conversion Stock Equivalents held by such Principal). The Tag-Along Principal
		  shall effect the sale of the Tag-Along Shares and the Tag-Along Rightsholders
		  shall sell the number of Class A Shares which each Tag-Along Rightsholder has
		  elected to sell pursuant to this Section 5.2(a), and the number of Class A
		  Shares and FOG Units to be sold to such Tag-Along Purchaser by such Tag-Along
		  Principal shall be reduced accordingly. 

		 

		(b) The
		  Tag-Along Principal intending to transfer Class A Shares and/or FOG Units to a
		  Tag-Along Purchaser shall give written notice to each Tag-Along Rightsholder of
		  each proposed transfer by it of Class A Shares and/or FOG Units which gives
		  rise to the rights of such Tag-Along Rightsholders set forth in this Section
		  5.2, at least fifteen (15) days prior to the proposed consummation of such
		  transfer, setting forth the name of such Tag-Along Principal, the number of
		  Tag-Along Shares, the name and address of the proposed Tag-Along Purchaser, the
		  beneficial
		  owner(s) of such Tag-Along Purchaser if such purchaser is an entity and is
		  known by such Tag-Along Principal after due inquiry, the
		  proposed amount and form of consideration and terms and conditions of payment
		  offered by such Tag-Along Purchaser and the maximum percentage of Class A
		  Shares that such Tag-Along Rightsholder may sell to such Tag-Along Purchaser
		  (determined in accordance with Section 5.2(a)) (the “Tag-Along
		  Notice”). The tag-along rights provided by this Section 5.2 must be
		  exercised by each Tag-Along Rightsholder within ten (10) days following receipt
		  of the Tag-Along Notice, by delivery of a written notice to the Tag-Along
		  Principal indicating such Tag-Along Rightsholder’s wish to exercise its
		  rights and specifying the number of Tag-Along Shares (up to the 

		 

		
		   
		

		
		  36
		

		
		   
		

  
		

		
		

		
  
		 

		maximum
		  number of Tag-Along Shares as determined in accordance with Section 5.2(a)) it
		  wishes to sell, provided that such Tag-Along Rightsholder may waive its rights
		  under this Section 5.2 prior to the expiration of such 10-day period by
		  giving written notice to the Tag-Along Principal, with a copy to Fortress. The
		  failure of any Tag-Along Rightsholder to respond within such 10-day period
		  shall be deemed to be a waiver of such Tag-Along Rightsholder’s rights
		  under this Section 5.2. Each Tag-Along Rightsholder hereby agrees to be bound
		  by the same terms and conditions as the Tag-Along Principal, including
		  representations, warranties and indemnities on a pro
		  rata basis (based
		  on the number of Shares and/or FOG Units to be sold by such Tag-Along Principal
		  or Tag-Along Rightsholder, as the case may be) and the payment of its pro rata
		  share of all out-of-pocket costs associated with such transaction.


		 

		ARTICLE
		  VI

		 

		STANDSTILL
		  AND TRANSFER RESTRICTIONS

		 

		SECTION
		  6.1 STANDSTILL.
		  

		 

		(a) Except
		  as otherwise expressly provided in this Agreement, or as specifically approved
		  by a majority of the members of the Board, including at least a majority of the
		  Sellers who are members of the Board, no Investor or any of its Affiliates
		  shall, directly or indirectly, (i) by purchase or otherwise, Beneficially Own,
		  acquire, agree to acquire or offer to acquire any Voting Securities or direct
		  or indirect rights or options to acquire Voting Securities (including any
		  voting trust certificates representing such securities) other than the Initial
		  Class A Shares, (ii) enter, propose to enter into, solicit or support any
		  merger or business combination or similar transaction involving Fortress or any
		  of its Subsidiaries, or purchase, acquire, propose to purchase or acquire or
		  solicit or support the purchase or acquisition of any portion of the business
		  or assets of Fortress or any of its Subsidiaries (except for proposals to
		  purchase or acquire a non-material portion of the assets of Fortress or any of
		  its Subsidiaries that are not required to be publicly disclosed), (iii)
		  initiate or propose any securityholder proposal without the approval of the
		  Board granted in accordance with this Agreement or make, or in any way
		  participate in, any “solicitation” of “proxies” (as such
		  terms are used in the proxy rules promulgated by the SEC under the Exchange
		  Act) to vote, or seek to advise or influence any Person with respect to the
		  voting of, any Voting Securities or request or take any action to obtain any
		  list of securityholders for such purposes with respect to any matter (or, as to
		  such matters, 

		 

		
		   
		

		
		  37
		

		
		   
		

  
		

		
		

		
  
		 

		solicit
		  any Person in a manner that would require the filing of a proxy statement under
		  Regulation 14A of the Exchange Act), (iv) form, join or in any way participate
		  in a Group (other than a Group consisting solely of Investor and its respective
		  Affiliates) formed for the purpose of acquiring, holding, voting or disposing
		  of or taking any other action with respect to Voting Securities, (v) deposit
		  any Voting Securities in a voting trust or enter into any voting agreement or
		  arrangement with respect thereto (other than this Agreement and such voting
		  trusts or agreements which are solely between an Investor and its Affiliates or
		  made between an Investor and its Affiliates and Fortress pursuant to this
		  Agreement), (vi) seek representation on the Board, the removal of any directors
		  from the Board or a change in the size or composition of the Board (in each
		  case, other than as provided in this Agreement), (vii) make any request to
		  amend or waive any provision of this Section 6.1, which request would require
		  public disclosure under applicable Law, (viii) disclose any intent, purpose,
		  plan, arrangement or proposal inconsistent with the foregoing (including any
		  such intent, purpose, plan, arrangement or proposal that is conditioned on or
		  would require the waiver, amendment, nullification or invalidation of any of
		  the foregoing) or take any action that would require public disclosure of any
		  such intent, purpose, plan, arrangement or proposal, (ix) take any action
		  challenging the validity or enforceability of the foregoing or (x) assist,
		  advise, encourage or negotiate with any Person with respect to, or seek to do,
		  any of the foregoing; provided that (a) it shall not be a violation of this
		  Section 6.1(a)(x) to sell Initial Class A Shares and (b) it shall not be a
		  violation of this Section 6.1(a) by an Investor to (1) trade securities of
		  Fortress and its Subsidiaries for the accounts of its customers in the ordinary
		  course of trading, investment management, financing and brokerage activities
		  subject to appropriate information barriers being in place or (2) participate
		  in any coinvestment opportunities offered to it by Fortress or any Fortress
		  Subsidiary.

		 

		(b) Nothing
		  in this Section 6.1 shall (i) prohibit or restrict an Investor from responding
		  to any inquiries from any shareholder of Fortress as to such Investor’s
		  intention with respect to the voting of any Voting Securities Beneficially
		  Owned by Investor so long as such response is consistent with the terms of this
		  Agreement; (ii) restrict the right of each director on the Board or any
		  committee thereof to vote on any matter as such individual believes appropriate
		  in light of his or her duties as a director or committee member or the manner
		  in which a director may participate in his or her capacity as a director in
		  deliberations or discussions at meetings of the Board or as a member of any
		  committee thereof; (iii) prohibit such Investor from Beneficially Owning Voting
		  Securities issued as dividends or distributions in respect of, or issued upon
		  conversion, exchange or exercise 

		 

		
		   
		

		
		  38
		

		
		   
		

  
		

		
		

		
  
		 

		of,
		  securities which such Investor is permitted to Beneficially Own under this
		  Agreement; or (iv) prohibit any officer, director, employee or agent of
		  Investor from purchasing or otherwise acquiring Voting Securities so long as he
		  or she is not a member of a Group that includes such Investor or is not
		  otherwise acting on behalf of Investor. 

		 

		SECTION
		  6.2 TRANSFER
		  RESTRICTIONS.

		 

		(a) Initial
		  Investor and its Permitted Transferee(s) may not, directly or indirectly,
		  voluntarily effect the transfer of any Initial Class A Shares for a period of
		  one year from the date hereof, other than with respect to transfers from
		  Initial Investor to a Permitted Transferee of Initial Investor and between
		  Permitted Transferees of Initial Investor, provided that such Permitted
		  Transferee is an “Investor” for purposes of this Agreement or, in
		  connection with such transfer, executes a joinder to this Agreement, in form
		  and substance reasonably acceptable to Fortress, in which such Permitted
		  Transferee agrees to be an “Investor” for all purposes of this
		  Agreement.

		 

		(b) Following
		  the first anniversary of the date hereof, Initial Investor and its Permitted
		  Transferee(s) may transfer any or all of the Initial Class A Shares (i) to any
		  Person in a registered public offering, (ii) after the consummation of the IPO,
		  to any Person in accordance with Rule 144 or in a transaction exempt from the
		  registration requirements of the Securities Act, or (iii) prior to the
		  consummation of the IPO, to any Person that is not a Nonqualified Transferee in
		  accordance with Rule 144 or in a transaction exempt from the registration
		  requirements of the Securities Act; provided, however, that no Investor or any
		  other Permitted Transferee of Initial Investor that holds Initial Class A
		  Shares may transfer such Initial Class A Shares in a transaction exempt from
		  the registration requirements of the Securities Act under this Section 6.2(b)
		  unless (a) the transferor has delivered to Fortress an opinion of counsel to
		  Fortress reasonably acceptable to Fortress that such transfer would not violate
		  the registration or qualification requirements of the Securities Act or any
		  applicable blue sky laws (including any investor suitability standards); (b) if
		  the Class A Shares are not then registered under the Exchange Act, the
		  transferor has demonstrated to the reasonable satisfaction
		  of Fortress that such transfer would not require Fortress to register the Class
		  A Shares under the Exchange Act and (c) Fortress receives a notice of
		  assignment signed by both the transferor and transferee, in a form reasonably
		  approved by Fortress. Prior to the consummation of the IPO, each transferee of
		  Initial Class A Shares shall be subject to the provisions of Section 5.1(a).
		  Prior to the consummation of the IPO, 

		 

		
		   
		

		
		  39
		

		
		   
		

  
		

		
		

		
  
		 

		Fortress
		  shall use its commercially reasonable efforts to cooperate as reasonably
		  requested by Initial Investor with respect to the offering, marketing or
		  selling of Initial Class A Shares and to otherwise assist Initial Investor in
		  effecting one or more valid private placements of Initial Class A Shares in
		  accordance with the Securities Act.

		 

		(c) Each
		  certificate representing Class A Shares shall contain the following
		  legend:

		 

		“THE
		  SHARES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO THE PROVISIONS OF AN
		  INVESTOR SHAREHOLDER AGREEMENT DATED AS OF [ ], 2007 BETWEEN FORTRESS
		  INVESTMENT GROUP LLC AND THE INVESTORS NAMED THEREIN (THE “INVESTOR
		  SHAREHOLDER AGREEMENT”), AND MAY NOT BE OFFERED, SOLD OR OTHERWISE
		  TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT IN ACCORDANCE WITH THE INVESTOR
		  SHAREHOLDER AGREEMENT, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF
		  FORTRESS INVESTMENT GROUP LLC.”

		 

		(d) Each
		  Permitted Transferee of Initial Investor who becomes an “Investor”
		  for purposes of this Agreement agrees to comply with the provisions of this
		  Section 6.2.

		 

		ARTICLE
		  VII

		 

		REPRESENTATIONS
		  AND WARRANTIES

		 

		SECTION
		  7.1 REPRESENTATIONS
		  AND WARRANTIES OF THE INVESTOR.
		  Initial Investor represents and warrants to Fortress that (a) Initial Investor
		  is duly authorized to execute, deliver and perform this Agreement; (b) this
		  Agreement has been duly executed by Initial Investor or its attorney-in-fact on
		  behalf of Initial Investor and is a valid and binding agreement of Initial
		  Investor, enforceable against Initial Investor in accordance with its terms;
		  (c) the execution, delivery and performance by Initial Investor of this
		  Agreement does not violate or conflict with or result in a breach of or
		  constitute (or with notice or lapse of time or both constitute) a default under
		  any agreement to which Initial Investor is a party or the organizational
		  documents of Initial Investor; and (d) Initial Investor has good and marketable
		  title to the Class A Shares owned by Initial Investor as of the date hereof
		  free and clear of any pledge, lien, security interest, charge, claim, equity or
		  

		 

		
		   
		

		
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		encumbrance
		  of any kind, other than pursuant to this Agreement or the Operating
		  Agreement.

		 

		SECTION
		  7.2 REPRESENTATIONS
		  AND WARRANTIES OF FORTRESS.
		  Fortress represents and warrants to Initial Investor that (a) Fortress is duly
		  authorized to execute, deliver and perform this Agreement; (b) this Agreement
		  has been duly authorized, executed and delivered by Fortress and is a valid and
		  binding agreement of Fortress, enforceable against Fortress in accordance with
		  its terms; and (c) the execution, delivery and performance by Fortress of this
		  Agreement does not violate or conflict with or result in a breach by Fortress
		  of or constitute (or with notice or lapse of time or both constitute) a default
		  by Fortress under its Certificate of Formation, the Operating Agreement, any
		  existing applicable Law of any Governmental Entity exercising any statutory or
		  regulatory authority of any of the foregoing, domestic or foreign, having
		  jurisdiction over Fortress, any of the Fortress Subsidiaries or any of the
		  Fortress Funds or any of their respective properties or assets, or any
		  agreement or instrument to which Fortress or any of the Fortress Subsidiaries
		  or any of the Fortress Funds is a party or by which Fortress, any of the
		  Fortress Subsidiaries or any of the Fortress Funds or any of their respective
		  properties or assets may be bound.

		 

		
 

		ARTICLE
		  VIII

		 

		MISCELLANEOUS


		 

		SECTION
		  8.1 EXCHANGES;
		  REPURCHASES; RECAPITALIZATION.
		  

		 

		(a) The
		  provisions of this Agreement shall apply to the full extent set forth herein
		  with respect to (i) the Initial Class A Shares, (ii) any and all
		  shares of voting common stock of Fortress or any other Person into which the
		  Initial Class A Shares are converted, exchanged or substituted (including FOG
		  Units) in any recapitalization or other capital reorganization by Fortress and
		  (iii) any and all equity securities of Fortress (or any other Person) or
		  any successor or assign of Fortress (or any other Person) (whether by merger,
		  consolidation, sale of assets or otherwise) which may be issued in respect of,
		  in conversion of, in exchange for or in substitution of, the Initial Class A
		  Shares or FOG Units and shall be appropriately adjusted for any stock
		  dividends, splits, reverse splits, combinations, recapitalizations and the like
		  occurring after the date hereof. Fortress shall cause any 

		 

		
		   
		

		
		  41
		

		
		   
		

  
		

		
		

		
  
		 

		successor
		  or assign (whether by merger, consolidation, sale of assets or otherwise) to
		  assume this Agreement
		  or enter into a new investor shareholder agreement with the Investors on terms
		  substantially the same as this Agreement as a condition of any such
		  transaction.

		 

		(b) Except
		  as otherwise
		  specifically provided herein, Fortress shall not effect any repurchase,
		  recapitalization, reorganization, reclassification, merger, consolidation,
		  share exchange, liquidation, spin-off, stock split, dividend, distribution or
		  stock consolidation, subdivision or combination that would not afford to each
		  holder of Class A Shares the same type and amount of consideration
		  per Class A Share of Fortress or FOG Unit afforded to each Principal (after
		  taking into account any exercise price or similar
		  fee necessary to convert a Stock Equivalent into Class A Shares of Fortress or
		  FOG Unit).


		 

		(c) Except
		  as otherwise specifically provided herein, neither Fortress nor any of the
		  Fortress Subsidiaries shall
		  effect any repurchase or redemption of Class A Shares or FOG Units from any
		  holder of Class A Shares or FOG Units, other than on a pro rata basis from all
		  holders
		  of Class A Shares and all
		  holders of FOG Units
		  participating in such repurchase or redemption at the same type and amount of
		  consideration; provided, however that nothing in this Section 8.1(c) shall
		  apply to repurchases from employees of Fortress or its Affiliates that affect
		  the Class A Shares and FOG Units on a pro-rata basis.

		 

		SECTION
		  8.2 NOTICES. All
		  notices, requests, consents and other communications hereunder to any party
		  shall be deemed to be sufficient if contained in a written instrument delivered
		  in person or sent by facsimile (provided a copy is thereafter promptly
		  delivered as provided in this Section 8.2) or nationally recognized overnight
		  courier, addressed to such party at the address or facsimile number set forth
		  below or such other address or facsimile number as may hereafter be designated
		  in writing by such party to the other parties:

		 

		(a) if to
		  Fortress, to:

		 

		Fortress
		  Investment Group LLC

		1345
		  Avenue of the Americas

		46th
		  Floor

		New
		  York, NY 10105

		(T)
		  (212) 798-6100

		(F)
		  (917) 591-8433

		 

		
		   
		

		
		  42
		

		
		   
		

  
		

		
		

		
  
		 

		Attention:
		  Alan Chesick, Esq.

		 

		with a
		  copy to:

		
 

		Skadden,
		  Arps, Slate, Meagher & Flom LLP

		Four
		  Times Square

		New
		  York, New York 10036

		(T)
		  (212) 735-3000

		(F)
		  (212) 735-2000

		
 

		Attention:
		  Joseph A. Coco, Esq.

		
 

		(b) if to
		  Initial Investor, to:

		 

		Nomura
		  Investment Managers U.S.A., Inc.

		c/o
		  Nomura Holdings, Inc.

		1-9-1,
		  Nihonbashi

		Chuo-ku,
		  Tokyo

		103-8645
		  

		Japan


		
 

		                with a copy (which
		  shall not constitute notice) to:

		 

		Paul,
		  Weiss, Rifkind, Wharton & Garrison LLP

		1285
		  Avenue of the Americas

		New
		  York, NY 10019-6064

		(T)
		  (212) 373-3033

		(F)
		  (212) 757-3990

		Attention:
		  Toby S. Myerson, Esq.

		Attention:
		  Mark A. Underberg, Esq.

		 

		SECTION
		  8.3 NO
		  DISCRIMINATORY TREATMENT.
		  Notwithstanding
		  any provision
		  contained herein that may be to the contrary, (a) in no event shall Fortress
		  effect
		  any amendment to, or waiver with respect to, the
		  Operating Agreement that
		  would treat any Investor, in its capacity as a holder of Class A Shares, in a
		  non-ratable, discriminatory manner with respect to securities of Fortress held
		  by it relative to any Principal without the prior written consent of such
		  Investor and (b) in no 

		 

		
		   
		

		
		  43
		

		
		   
		

  
		

		
		

		
  
		 

		event
		  shall Fortress declare or pay any dividend or distribution with respect to a
		  class of capital stock of Fortress or FOG Units that would treat any Investor,
		  in its capacity as
		  holder of Class A Shares, in a non-ratable, discriminatory manner with respect
		  to securities of Fortress held by
		  it without the prior written consent of such Investor.

		 

		SECTION
		  8.4 COVENANT
		  NOT TO AMEND.
		  Prior to
		  the IPO, Fortress agrees
		  not to amend or waive the voting or other provisions of the Operating Agreement
		  or this Agreement if such amendment or waiver would cause any of the Investors
		  or any of their Affiliates to no longer be in regulatory compliance with any
		  material regulatory requirement to which it is subject. Each Investor agrees to
		  notify Fortress as to whether or not it would have such a regulatory problem
		  promptly after Investor has notice of any such amendment or waiver.


		 

		SECTION
		  8.5 INTERPRETATION. The
		  headings contained in this Agreement are for reference purposes only and shall
		  not affect in any way the meaning or interpretation of this Agreement. Whenever
		  the words “included”, “includes” or “including”
		  are used in this Agreement, they shall be deemed to be followed by the words
		  “without limitation”.

		 

		SECTION
		  8.6 SEVERABILITY. The
		  provisions of this Agreement shall be deemed severable and the invalidity or
		  unenforceability of any provision shall not affect the validity or
		  enforceability of the other provisions hereof. If any provision of this
		  Agreement, or the application thereof to any person or entity or any
		  circumstance, is found to be invalid or unenforceable in any jurisdiction, (a)
		  a suitable and equitable provision shall be substituted therefor in order to
		  carry out, so far as may be valid and enforceable, the intent and purpose of
		  such invalid or unenforceable provision and (b) the remainder of this Agreement
		  and the application of such provision to other Persons or circumstances shall
		  not be affected by such invalidity or unenforceability, nor shall such
		  invalidity or unenforceability affect the validity or enforceability of such
		  provision, or the application thereof, in any other jurisdiction.

		 

		SECTION
		  8.7 COUNTERPARTS. This
		  Agreement may be executed in one or more counterparts, each of which shall be
		  deemed an original and all of which shall, taken together, be considered one
		  and the same agreement, it being understood that both parties need not sign the
		  same counterpart.

		 

		SECTION
		  8.8 ADJUSTMENTS
		  UPON CHANGE OF CAPITALIZATION. In the
		  event of any change in the outstanding Class A Shares 

		 

		
		   
		

		
		  44
		

		
		   
		

  
		

		
		

		
  
		 

		by
		  reason of dividends, splits, reverse splits, spin-offs, split-ups,
		  recapitalizations, combinations, exchanges of shares and the like, the term
		  “Class A Shares” shall refer to and include the securities received
		  or resulting therefrom, but only to the extent such securities are received in
		  exchange for or in respect of Class A Shares. 

		 

		SECTION
		  8.9 ENTIRE
		  AGREEMENT; NO THIRD PARTY BENEFICIARIES. This
		  Agreement and the Securities Purchase Agreement (a) constitute the entire
		  agreement and supersede all other prior agreements, both written and oral,
		  among the parties with respect to the subject matter hereof and (b) are not
		  intended to confer upon any Person, other than the parties hereto, except as
		  provided in Section 4.7(a) and Section 4.7(b) of this Agreement, any rights or
		  remedies hereunder.

		 

		SECTION
		  8.10 FURTHER
		  ASSURANCES. Each
		  party shall execute, deliver, acknowledge and file such other documents and
		  take such further actions as may be reasonably requested from time to time by
		  the other party hereto to give effect to and carry out the transactions
		  contemplated herein.

		 

		SECTION
		  8.11 GOVERNING
		  LAW; EQUITABLE REMEDIES.
		  THIS
		  AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF
		  THE STATE OF DELAWARE (WITHOUT GIVING EFFECT TO CONFLICT OF LAWS PRINCIPLES
		  THEREOF). The
		  parties hereto agree that irreparable damage would occur in the event that any
		  of the provisions of this Agreement were not performed in accordance with its
		  specific terms or was otherwise breached. It is accordingly agreed that the
		  parties hereto shall be entitled to an injunction or injunctions and other
		  equitable remedies to prevent breaches of this Agreement and to enforce
		  specifically the terms and provisions hereof in any of the Selected Courts (as
		  defined below), this being in addition to any other remedy to which they are
		  entitled at law or in equity. Any requirements for the securing or posting of
		  any bond with respect to such remedy are hereby waived by each of the parties
		  hereto. Each
		  party further agrees that, in the event of any action for an injunction or
		  other equitable remedy in respect of such breach or enforcement of specific
		  performance, it will not assert the defense that a remedy at law would be
		  adequate.


		 

		SECTION
		  8.12 CONSENT
		  TO JURISDICTION. With
		  respect to any suit, action or proceeding (“Proceeding”) arising out
		  of or relating to this Agreement or any transaction contemplated hereby each of
		  the parties hereto hereby irrevocably (i) submits to the exclusive jurisdiction
		  of the United States District 

		 

		
		   
		

		
		  45
		

		
		   
		

  
		

		
		

		
  
		 

		Court
		  for the Southern District of New York or the Court of Chancery located in the
		  State of Delaware, County of Newcastle (the “Selected Courts”) and
		  waives any objection to venue being laid in the Selected Courts whether based
		  on the grounds of forum non conveniens or otherwise and hereby agrees not to
		  commence any such Proceeding other than before one of the Selected Courts;
		  provided,
		  however, that a
		  party may commence any Proceeding in a court other than a Selected Court solely
		  for the purpose of enforcing an order or judgment issued by one of the Selected
		  Courts; (ii) consents to service of process in any Proceeding by the mailing of
		  copies thereof by registered or certified mail, postage prepaid, or by
		  recognized international express carrier or delivery service, to Fortress or
		  Initial Investor at their respective addresses referred to in Section 8.1
		  hereof; provided,
		  however, that
		  nothing herein shall affect the right of any party hereto to serve process in
		  any other manner permitted by law; and (iii) TO
		  THE EXTENT NOT PROHIBITED BY APPLICABLE LAW THAT CANNOT BE WAIVED, WAIVES, AND
		  COVENANTS THAT IT WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR
		  OTHERWISE) ANY RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING IN WHOLE OR IN PART
		  UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE CONTEMPLATED
		  TRANSACTIONS, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING
		  IN CONTRACT, TORT OR OTHERWISE, AND AGREES THAT ANY OF THEM MAY FILE A COPY OF
		  THIS PARAGRAPH WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY AND
		  BARGAINED-FOR AGREEMENT AMONG THE PARTIES IRREVOCABLY TO WAIVE ITS RIGHT TO
		  TRIAL BY JURY IN ANY PROCEEDING WHATSOEVER BETWEEN THEM RELATING TO THIS
		  AGREEMENT OR ANY OF THE CONTEMPLATED TRANSACTIONS WILL INSTEAD BE TRIED IN A
		  COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A
		  JURY.


		 

		SECTION
		  8.13 AMENDMENTS;
		  WAIVERS.

		 

		(a) No
		  provision of this Agreement may be amended or waived unless such amendment or
		  waiver is in writing and signed, in the case of an amendment, by the parties
		  hereto, or in the case of a waiver, by the party against whom the waiver is to
		  be effective.

		 

		(b) No
		  failure or delay by any party in exercising any right, power or privilege
		  hereunder shall operate as waiver thereof nor shall any 

		 

		
		   
		

		
		  46
		

		
		   
		

  
		

		
		

		
  
		 

		single
		  or partial exercise thereof preclude any other or further exercise thereof or
		  the exercise of any other right, power or privilege. The rights and remedies
		  herein provided shall be cumulative and not exclusive of any rights or remedies
		  provided by law.

		 

		SECTION
		  8.14 ASSIGNMENT.
		  Neither this Agreement nor any of the rights or obligations hereunder shall be
		  assigned by any of the parties hereto without the prior written consent of the
		  other parties, provided that an Investor may assign its rights under this
		  Agreement (a) to a Permitted Transferee to the extent that it transfers Initial
		  Class A Shares to such Permitted Transferee and such Permitted Transferee is,
		  or agrees to be, pursuant to Section 6.2(a), an “Investor” for
		  purposes of this Agreement, or (b) with the prior written consent of Fortress
		  (not to be unreasonably withheld), to one other Person, to the extent that it
		  transfers Initial Class A Shares to such Person and such Person agrees to be,
		  pursuant to Section 6.2(a), an “Investor” for purposes of this
		  Agreement; provided, in the case of clause (b), that such Person shall not have
		  any rights under Article II, and, provided further, for the avoidance of doubt,
		  that such Person, together with all other Investors, will not as a group have
		  greater rights with respect to any provision of this Agreement than the Initial
		  Investor and its Permitted Transferees are entitled to under such provision,
		  including with respect to the aggregate number of demands pursuant to Section
		  4.1(c). Subject to the preceding sentence, this Agreement will be binding upon,
		  inure to the benefit of and be enforceable by the parties and their respective
		  successors and assigns.

		 

		
		   
		

		
		  47
		

		
		   
		

  
		

		
		

		
  
		 

		IN
		  WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and
		  delivered, all as of the date first set forth above. 

		
 

		
		  	 	 	 
	 	FORTRESS INVESTMENT
				  GROUP LLC
	 

				   	 

				   	 

				   
	 	By:  	 
	 	
				  

				   Name:
	 	 Title:

 

		 

		
		  	 	 	 
	 	NOMURA INVESTMENT
				  MANAGERS U.S.A., INC.
	 

				   	 

				   	 

				   
	 	By:  	 
	 	
				  

				  Name:
	 	Title:

 
 

		

		
		   
		

		
		  48
		

		
		   
		


		

		
		

		

		Signature
		  Page to Investor Shareholder Agreement
 

	 
		 
	 

	 
		49