Exhibit
10.11





 


Execution
Version


 





 



CALL
AGREEMENT


 


by
and among


 


CPP INVESTMENT BOARD PRIVATE HOLDINGS (4) INC,


 


MOSAIC
FEEDER, L.P.


 


and


 


GROSVENOR
HOLDINGS, LLC


 


Dated
as of March 4, 2020





 






 




    


     


    


 


TABLE
OF CONTENTS


 


	Article
    I Definitions	1
	 	 
	Section
    1.01	Definitions	1
	 	 	 
	Article
    II CALL RIGHT	4
	 	 
	Section
    2.01	Call
    Right	4
	Section
    2.02	Exercise	4
	Section
    2.03	Closing	5
	Section
    2.04	Closing
    Actions and Deliverables	5
	Section
    2.05	Conditions
    to the Closing	6
	Section
    2.06	Step
    In and Transfer Rights	6
	Section
    2.07	Release	7
	 	 	 
	Article
    III REPRESENTATIONS AND WARRANTIES OF Holdings	7
	 	 
	Section
    3.01	Organization	7
	Section
    3.02	Authorization;
    Valid and Binding Agreements	7
	Section
    3.03	No
    Conflicts	8
	Section
    3.04	Consents
    and Approvals	8
	Section
    3.05	Litigation	8
	Section
    3.06	Brokers’
    Fees	8
	 	 	 
	Article
    IV REPRESENTATIONS AND WARRANTIES OF CPPIB ENTITIES	8
	 	 
	Section
    4.01	Organization	8
	Section
    4.02	Authorization;
    Valid and Binding Agreements	8
	Section
    4.03	No
    Conflicts	8
	Section
    4.04	Consents
    and Approvals	9
	Section
    4.05	Litigation	9
	Section
    4.06	Title
    to the Interests	9
	Section
    4.07	Brokers’
    Fees	9
	Section
    4.08	No
    Additional Representations	9
	 	 	 
	Article
    V COVENANTS	10
	 	 
	Section
    5.01	Further
    Assurances	10
	Section
    5.02	Regulatory
    Approvals	10
	Section
    5.03	Joinder
    of Permitted Transferees	10
	Section
    5.04	Withholding
    Rights	10
	 	 	 
	Article
    VI MISCELLANEOUS	11
	 	 
	Section
    6.01	Survival	11
	Section
    6.02	Expenses	11
	Section
    6.03	Governing
    Law; Amendment; Waiver	11
	Section
    6.04	Notices	11
	Section
    6.05	No
    Recourse	12
	Section
    6.06	Complete
    Agreement; Third Party Beneficiaries	13
	Section
    6.07	Assignment	13
	Section
    6.08	Interpretation	13
	Section
    6.09	Severability	14
	Section
    6.10	Specific
    Performance	14
	Section
    6.11	Waiver
    of Jury Trial; Arbitration; Consent to Jurisdiction	14
	Section
    6.12	Confidentiality	15
	Section
    6.13	Counterparts	15


 



    ii


     


    




 


CALL
AGREEMENT


 


This
CALL AGREEMENT (this “Agreement”), dated as of March 4, 2020, is by and among CPP Investment Board Private Holdings (4) Inc, a Canadian private company
(“CPPIB”), Mosaic Feeder, L.P., a Cayman Islands exempted limited partnership (“Mosaic Feeder”,
together with CPPIB, the “CPPIB Entities”), and Grosvenor Holdings, LLC, a Delaware limited liability company
(“Holdings”). Each of CPPIB and Holdings are each individually referred to in this Agreement as a “Party”
and, collectively, as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the
meanings ascribed to them in the Partnership Agreement (as defined below).


 


RECITALS


 


WHEREAS,
the Parties desire to enter into this Agreement to set forth certain rights of the CPPIB Entities and Holdings to sell and acquire,
respectively, the Class A Interests and Class B Interests (each as defined in the Partnership Agreement (as defined below)) indirectly
held by CPPIB; and


 


WHEREAS,
in consideration for entering into this Agreement, Holdings will pay an amount equal to $2,600,000 to Mosaic Feeder on December
31, 2020 (the “Option Premium”).


 


NOW,
THEREFORE, in consideration of the promises and of the mutual covenants and agreements contained in this Agreement, the Parties
agree as follows with effect as of the Closing (as defined in the Transaction Implementation Agreement, dated as of the date hereof,
by and among the Parties and each other Person party thereto (the “Transaction Implementation Agreement”)):


 


Article
I



Definitions


 


Section
1.01 Definitions. As used in this
Agreement, the following terms have the following meanings:


 


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


 


“Call
Right” has the meaning set forth in Section 2.01.


 


“Closing”
has the meaning set forth in Section 2.03.


 


“Closing
Date” has the meaning set forth in Section 2.03.


 


“Contract”
means any binding agreement, lease, license, evidence of indebtedness, mortgage, indenture, security agreement or other contract.


 


“CPPIB”
has the meaning set forth in the preamble to this Agreement.


 


“CPPIB
Contribution” has the meaning set forth in the Partnership Agreement.


 






    1


     


    

 


“CPPIB
Entities” has the meaning set forth in the preamble to this Agreement.


 


“CPPIB
Proceeds” has the meaning set forth in the Partnership Agreement.


 


“Exercise”
has the meaning set forth in Section 2.02.


 


“Exercise
Notice” has the meaning set forth in Section 2.02.


 


“GCM
Default” means the occurrence of a default of the obligation to pay the Potential GCM Payments to SPV pursuant to Section
2.04(b) of the Purchase Agreement, which default has not been cured within ten (10) Business Days after written notice by CPPIB
to the Seller (as defined in the Purchase Agreement).


 


“GCM
LLLP” means Grosvenor Capital Management Holdings, LLLP.


 


“Governmental
Authority” means, the government of the United States of America or any other nation, or of any political subdivision
thereof, whether state or local, or any supranational authority or body or self-regulatory organization and any agency, authority,
instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory
or administrative powers or functions of or pertaining to government.


 


“Holdings”
has the meaning set forth in the preamble to this Agreement.


 


“Holdings
Designee” has the meaning set forth in Section 2.01.


 


“Laws”
means, any applicable laws, ordinances, rules or regulations or any applicable orders, judgments or decrees and any other requirements
with similar effect of any Governmental Authority.


 


“Liens”
means any mortgage, pledge, assessment, security interest, lease, lien, claim, restriction, easement, levy, charge or other encumbrance
of any kind.


 


“Mosaic
Feeder” has the meaning set forth in the preamble to this Agreement.


 


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


 


“Partnership
Agreement” means the Second Amended and Restated Exempted Limited Partnership Agreement of the SPV, dated the date hereof,
by and among Mosaic Feeder, Lakeshore Investments 2020, LLC solely to withdraw as a limited partner, Holdings and GCM LLLP, as
it may be amended or restated from time to time.


 


“Party”
has the meaning set forth in the preamble to this Agreement.


 


“Person”
means any natural person, corporation, limited liability company, general partnership, limited partnership, proprietorship, other
business organization, trust, union, association or Governmental Authority.


 






    2


     


    

 


“Purchase
Agreement” means the Purchase and Sale Agreement, dated as of the date hereof, between GCM LLLP, CFIG Holdings, LLC,
Grosvenor Capital Management, L.P., GCM Investments GP, LLC and the SPV.


 


“Purchase
Price” means (a) if there is no GCM Default, an amount that results in Mosaic Feeder, CPPIB or any of their permitted
transferees receiving in the aggregate (and without duplication as to monies received by both Mosaic Feeder and CPPIB or any of
their permitted transferees), taking into account CPPIB Proceeds, the greater of (i) a 12% IRR on the CPPIB Contribution and (ii)
the sum of (1) 130% of the CPPIB Contribution (excluding any amount recontributed or retained and utilized pursuant to Section
4.03(b) of the Partnership Agreement) and (2) 100% of any amount recontributed or retained and utilized pursuant to Section 4.03(b)
of the Partnership Agreement and (b) in the event of a GCM Default, CPPIB, Mosaic Feeder and their permitted transferees shall
receive in the aggregate (and without duplication as to monies received by both Mosaic Feeder and CPPIB or any of their permitted
transferees) the greater of (i) a 15% IRR on the CPPIB Contribution and (ii) the sum of (1) 140% of the CPPIB Contribution (excluding
any amount recontributed or retained and utilized pursuant to Section 4.03(b) of the Partnership Agreement) and (2) 100% of any
amount recontributed or retained and utilized pursuant to Section 4.03(b) of the Partnership Agreement.


 


Notwithstanding
the foregoing, in the event that GCM has received a valid Exercise Notice under the Put Agreement and GCM has not paid the purchase
price to the CPPIB Entities on or prior to the date that is 90 days after being required to under the Put Agreement (such 90th
day, the “Put Default Date”), which default is continuing for the number of days set forth on Schedule
I (the “Default Duration”), then “Purchase Price” means an amount that results in CPPIB,
Mosaic Feeder or any of their permitted transferees receiving in the aggregate (and without duplication as to monies received
by both CPPIB and Mosaic Feeder or any of their permitted transferees) the greater of (a) an IRR on the CPPIB Contribution equal
to the amount specified under the heading “IRR” on Schedule I opposite the corresponding Default Duration and (b)
the sum of (1) a percentage of the CPPIB Contribution (excluding any amount recontributed or retained and utilized pursuant to
Section 4.03(b) of the Partnership Agreement) equal to the amount specified under the heading “Percentage” on Schedule
I opposite the corresponding Default Duration and (2) 100% of any amount recontributed or retained and utilized pursuant to Section
4.03(b) of the Partnership Agreement. For purposes of calculating the Purchase Price, any amounts paid for or withheld on account
of withholding taxes or other taxes determined in accordance with the principles of Section 7.06 of the Partnership Agreement
shall be deemed to be received by Mosaic Feeder, CPPIB or any of their permitted transferees and part of the Purchase Price.


 


“Put
Agreement” means the Put Agreement, dated as of the date hereof, between CPPIB, Mosaic Feeder and GCM LLLP.


 


“Related
Parties” has the meaning set forth in Section 6.05.


 


“Released
Parties” has the meaning set forth in Section 2.07.


 


“Releasing
Parties” has the meaning set forth in Section 2.07


 






    3


     


    

 


“SPV”
means Mosaic Acquisitions 2020, L.P., a Cayman Islands exempted limited partnership.


 


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


 


“Underlying
Interests” has the meaning set forth in Section 2.01.


 


“Underlying
Interest Election” has the meaning set forth in Section 2.01.


 


Article
II



CALL RIGHT


 


Section
2.01 Call Right.


 


		a)	Upon
                                         the terms and subject to the conditions set forth herein, upon exercise pursuant to Section
                                         2.02, Holdings has the right (the “Call Right”), but not the obligation,
                                         to require Mosaic Feeder to sell to Holdings all (but not less than all) of the Class
                                         A Interests and Class B Interests held by Mosaic Feeder and its permitted transferees
                                         for an aggregate cash purchase price equal to the Purchase Price; provided that
                                         Holdings may, in its discretion, subject to the provisions of Section 5.04, below
                                         (x) elect (an “Underlying Interest Election”) to require that the
                                         Call Right be effected through the acquisition by Holdings (or, if applicable, its Holdings
                                         Designees (as defined below)) directly from the SPV of the assets of the SPV (the “Underlying
                                         Interests”), followed immediately with the redemption by the SPV of all of
                                         the Class A Interests and Class B Interests held by Mosaic Feeder and its permitted transferees
                                         at the Purchase Price and (y) assign all or a portion of its purchase obligation to one
                                         or more other Persons (a “Holdings Designee”) (provided that Holdings
                                         shall remain liable hereunder notwithstanding any such assignment).



 


		b)	In
                                         consideration for the issuance of the Call Right to Holdings, on December 31, 2020, Holdings
                                         shall pay the Option Premium to Mosaic Feeder by wire transfer of immediately available
                                         funds to the account or accounts of Mosaic Feeder specified in writing by Mosaic Feeder
                                         at least five (5) Business Days prior to December 31, 2020.



 


Section
2.02 Exercise.


 


(a) Subject
to the provisions of Section 5.04, below, Holdings may exercise (“Exercise”) the Call Right at any time
by giving written notice to the CPPIB Entities (the “Exercise Notice”).


 


(b) The
Exercise Notice shall specify (i) the date of the Closing, which date shall be at least ten (10) Business Days after the delivery
of the Exercise Notice, (ii) the calculation of the Purchase Price assuming the occurrence of the Closing on the date specified
in clause (i); and (iii) whether Holdings is making an Underlying Interest Election.


 






    4


     


    

 


(c) Within
five (5) Business Days) following receipt of the Exercise Notice, Mosaic Feeder shall provide to Holdings the wire instructions
for payment of the Purchase Price.


 


Section
2.03 Closing. The consummation of
the Exercise (the “Closing”), if any, shall take place on the date set forth in the Exercise Notice or, if
later, the date that is five (5) Business Days after all the conditions to the Closing set forth in Section 2.05 have
been satisfied or waived by the Party entitled to waive the same (other than those conditions that by their nature are to be
satisfied at the Closing, but subject to the fulfillment or waiver of those conditions by the Party entitled to waive the
same). The date on which the Closing actually occurs is referred herein as the “Closing Date”.


 


Section
2.04 Closing Actions and
Deliverables. At the Closing the following shall occur simultaneously:


 


(a) Holdings
shall pay (or cause to be paid) the Purchase Price to the account of Mosaic Feeder provided to Holdings pursuant to Section
2.02(c) (or, in the case of an Underlying Interest Election, to an account of the SPV specified by the SPV within five (5)
Business Days following the delivery of the Exercise Notice) by wire transfer of immediately available funds;


 


(b) Unless
an Underlying Interest Election is made in accordance with Section 2.02(b), upon payment of the Purchase Price to Mosaic
Feeder in accordance with Section 2.04(a) above, Mosaic Feeder shall transfer the Class A Interests and Class B Interests
held by it to Holdings (or, if applicable, its Holdings Designees), free and clear of all Liens (other than Liens pursuant to
the Partnership Agreement or applicable securities Laws), and shall execute and deliver evidence thereof reasonably satisfactory
to Holdings (or, if applicable, its Holdings Designees);


 


(c) in
the case of an Underlying Interest Election:


 


		(i)	upon
                                         payment of the Purchase Price in accordance with Section 2.04(a) above, the SPV shall
                                         transfer the Underlying Interests to Holdings (or, if applicable, its Holdings Designees),
                                         free and clear of all Liens (other than Liens pursuant to the organizational documents
                                         of the issuer of such Underlying Interests or applicable securities Laws), and shall
                                         execute and deliver evidence thereof reasonably satisfactory to Holdings (or, if applicable,
                                         its Holdings Designees); and



 


		(ii)	the
                                         SPV shall immediately, after receipt of the Purchase Price, redeem all of the Class A
                                         Interests and Class B Interests held by Mosaic Feeder in exchange for a contemporaneous
                                         payment to Mosaic Feeder of the Purchase Price by wire transfer of immediately available
                                         funds to the account set forth in the Exercise Notice.



 


For
the avoidance of doubt, the provisions of Sections 2.04(b) and 2.04(c) shall not occur until such time as the Purchase Price has
been paid in full.


 






    5


     


    




 


Section
2.05 Conditions to the
Closing.


 


(a) Conditions
to Holdings’ Obligations. The obligation of Holdings to consummate the transactions contemplated by this Agreement at
the Closing are subject to the fulfillment, on or before the Closing, of each of the following conditions, unless otherwise waived
by Holdings in its sole discretion:


 


		(i)	No
                                         Governmental Authority shall have enacted, issued, enforced or entered into any applicable
                                         Law or order that is in effect and restrains, enjoins or otherwise prohibits the consummation
                                         of the Closing.



 


		(ii)	The
                                         representations of the CPPIB Entities set forth in Article IV shall be true and
                                         correct as of the Closing Date as though made on and as of the Closing Date, and each
                                         of CPPIB and Mosaic Feeder shall have delivered to Holdings a certificate of a duly authorized
                                         officer of such Person certifying that the condition set forth in this clause (ii) has
                                         been satisfied; provided that the condition set forth in this clause (ii) with
                                         respect to the representations of Mosaic Feeder and the obligation of Mosaic Feeder to
                                         deliver a certificate shall be deemed to be satisfied unless the failure of such representations
                                         to be true and correct or for Mosaic Feeder to deliver a certificate were caused by actions
                                         taken by, or matters pertaining to, CPPIB.



 


(b) Conditions
to the CPPIB Entities’ Obligations. The obligations of the CPPIB Entities to consummate the transactions contemplated
by this Agreement at the Closing are subject to the fulfillment, on or before the Closing, of each of the following conditions,
unless otherwise waived by CPPIB in its sole discretion:


 


		(i)	No
                                         Governmental Authority shall have enacted, issued, enforced or entered into any applicable
                                         Law or order that is in effect and restrains, enjoins or otherwise prohibits the consummation
                                         of the Closing.



 


		(ii)	The
                                         representations of Holdings set forth in Article III shall be true and correct
                                         as of the Closing Date as though made on and as of the Closing Date, and Holdings shall
                                         have delivered to the CPPIB Entities a certificate of a duly authorized officer of Holdings
                                         certifying that the condition set forth in this clause (ii) has been satisfied.



 


Section
2.06 Step In and Transfer Rights. For
the avoidance of doubt, Holdings may exercise the Call Right at any time, including following the exercise of the Step In
Right or the Transfer Right (each as defined in the Put Agreement). The CPPIB Entities shall not be permitted to exercise the
Transfer Right (as defined in the Put Agreement), unless the applicable transferee executes and delivers to each Party a
joinder to this Agreement, in form and substance reasonably satisfactory to Holdings, pursuant to which such transferee in
the Transfer Right agrees to be bound by the terms hereof to the same extent as CPPIB and Mosaic Feeder and agrees that the
Call Right hereunder shall also apply to the assets of the SPV acquired pursuant to the Transfer Right; and any such
purported transfer not in compliance with this Section 2.06 shall be null and void ab initio.


 






    6


     


    

 


Section
2.07 Release. Effective upon the
Closing (but only if the Closing actually occurs), except for any rights or obligations under this Agreement, the CPPIB
Entities, on behalf of themselves and each of their Affiliates and each of their past, present or future officers, directors,
employees, agents, general or limited partners, managers, management companies, members, stockholders, equity holders,
controlling Persons, representatives or Affiliates, or any heir, executor, administrator, successor or assign of any of the
foregoing (collectively, the “Releasing Parties”), hereby irrevocably and unconditionally releases and
forever discharges Holdings, the SPV, GCM LLLP and each of their respective Affiliates, and each of the foregoing’s
respective past, present or future officers, directors, employees, agents, general or limited partners, managers, management
companies, members, stockholders, equity holders, controlling Persons, representatives or Affiliates, or any heir, executor,
administrator, successor or assign of any of the foregoing (collectively, the “Released Parties”) of and
from any and all actions, causes of action, suits, proceedings, executions, judgments, duties, debts, dues, accounts, bonds,
contracts and covenants (whether express or implied), and claims and demands whatsoever whether in law or in equity (whether
based upon contract, tort or otherwise) which the Releasing Parties may have against each of the Released Parties, now or in
the future, in each case in respect of any cause, matter or thing relating to the SPV, the Acquired Assets (a defined in the
Purchased Agreement), the transactions contemplated by the Purchase Agreement or any actions taken or failed to be taken by
any of the Released Parties in any capacity related to any of the foregoing occurring or arising on or prior to the date of
this Agreement, but only to the extent that such cause, matter or thing does not otherwise constitute (x) fraud or (y) a
breach of the Partnership Agreement resulting from GCM LLLP’s willful and wanton misconduct, in either case resulting
in Losses (as defined in the Purchase Agreement) to the Releasing Parties, in which case the Releasing Parties shall not be
prevented from pursuing any and all causes of action they have against the Release Parties with respect to such fraud or
breach.


 


Article
III



REPRESENTATIONS AND WARRANTIES OF Holdings


 


Holdings
represents and warrants to the CPPIB Entities as of date hereof as follows:


 


Section
3.01 Organization. Holdings
is duly organized, validly existing and in good standing under the Laws of its jurisdiction of organization and has all requisite
power and authority to enter into this Agreement and to consummate the transactions contemplated hereby.


 


Section
3.02 Authorization; Valid and Binding
Agreements. The execution and delivery by Holdings of this Agreement and the consummation by Holdings of the
transactions contemplated by this Agreement have been duly authorized by all necessary action of Holdings. This Agreement has
been duly executed and delivered by Holdings and, when duly executed and delivered by the other Parties, will be the valid
and binding obligation of Holdings enforceable against it in accordance with the terms thereof, except as such enforceability
may be limited by or subject to any bankruptcy, insolvency, reorganization, moratorium or other similar laws of general
application affecting creditors’ rights generally or by general principles of equity.


 






    7


     


    

 


Section
3.03 No Conflicts. Neither the
execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will, with or without
the giving of notice, the lapse of time, or both, result in any violation of or be in conflict with, or constitute a default
under, (a) the organizational documents of Holdings, (b) any Law applicable to Holdings or (c) any material Contract to which
Holdings is a party, except, in the case of clauses (b) and (c), as would not reasonably be expected to prevent or materially
delay the consummation of the transactions contemplated hereby.







 


Section
3.04 Consents and Approvals. Except
as may have previously been obtained or made, Holdings is not required to obtain any consent, waiver or approval of, or to make
any filing, notification or registration with, any Governmental Authority or any other Person in connection with the execution,
delivery and performance of this Agreement or the consummation of the transactions contemplated hereby.


 


Section
3.05 Litigation. There is no action,
suit, claim, proceeding, arbitration, governmental inquiry or investigation pending or, to the knowledge of Holdings, threatened
against Holdings, at law or in equity, before or by any Governmental Authority, which, if adversely determined, would question
the validity of this Agreement, or prevent or materially delay the consummation of the transactions contemplated hereby.


 


Section
3.06 Brokers’ Fees. Holdings
has not entered into any agreement to pay any brokers’ or finders’ fees to any Person with respect to this Agreement.


 


Article
IV



REPRESENTATIONS AND WARRANTIES OF CPPIB ENTITIES


 


Each
of CPPIB and Mosaic Feeder, severally but not jointly, hereby represents and warrants (in respect of itself only) to Holdings
as of the date hereof as follows (save that the representation and warranty at Section 4.06 is given only by Mosaic Feeder):


 


Section
4.01 Organization. Such CPPIB
Entity is duly organized, validly existing and in good standing under the Laws of its jurisdiction of organization and has all
requisite power and authority to enter into this Agreement and to consummate the transactions contemplated hereby.


 


Section
4.02 Authorization; Valid and Binding
Agreements. The execution and delivery by such CPPIB Entity of this Agreement and the consummation by such CPPIB
Entity of the transactions contemplated by this Agreement have been duly authorized by all necessary action of such CPPIB
Entity. This Agreement has been duly executed and delivered by such CPPIB Entity and, when duly executed and delivered by
Holdings, will be the valid and binding obligation of such CPPIB Entity enforceable against it in accordance with the terms
thereof, except as such enforceability may be limited by or subject to any bankruptcy, insolvency, reorganization, moratorium
or other similar laws of general application affecting creditors’ rights generally or by general principles of
equity.


 


Section
4.03 No Conflicts. Neither the
execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will, with or without
the giving of notice, the lapse of time, or both, result in any violation of or be in conflict with, or constitute a default
under, (a) the organizational documents of such CPPIB Entity, (b) any Law applicable to such CPPIB Entity or (c) any material
Contract to which such CPPIB Entity is a party, except, in the case of clauses (b) and (c), as would not reasonably be
expected to prevent or materially delay the consummation of the transactions contemplated hereby.


 






    8


     


    

 


Section
4.04 Consents and Approvals. Except
as may have previously been obtained or made, such CPPIB Entity is not required to obtain any consent, waiver or approval of,
or to make any filing, notification or registration with, any Governmental Authority or any other Person in connection with the
execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby.


 


Section
4.05 Litigation. There is no action,
suit, claim, proceeding, arbitration, governmental inquiry or investigation pending or, to the knowledge of such CPPIB Entity,
threatened against such CPPIB Entity, at law or in equity, before or by any Governmental Authority, which, if adversely determined,
would question the validity of this Agreement, or prevent or materially delay the consummation of the transactions contemplated
hereby.


 


Section
4.06 Title to the Interests. At the
Closing, unless an Underlying Interest Election is made, subject to the receipt of the Purchase Price, Mosaic Feeder shall have
delivered to Holdings (or, if applicable, its Holdings Designees) and Holdings (or, if applicable, its Holdings Designees) shall
acquire, good and valid title to all the Class A Interests and Class B Interests owned by Mosaic Feeder, free and clear of all
Liens (other than Liens under applicable securities Laws or pursuant to the Partnership Agreement). At the Closing, if an Underlying
Interest Election is made, subject to the receipt of the Purchase Price, Mosaic Feeder shall have validly delivered to the SPV
for redemption all the Class A Interests and Class B Interests owned by Mosaic Feeder.


 


Section
4.07 Reserved.


 


Section
4.08 No Additional Representations.
Such CPPIB Entity acknowledges and agrees that, except for the representations and warranties expressly set forth in Article
III, none of Holdings, any of its Affiliates nor any other Person on behalf of any of them, makes or shall be deemed to make
any representation or warranty to such CPPIB Entity or any other Person with respect to Holdings or its Affiliates or the transactions
contemplated hereby, express or implied, at law or in equity (including as to the accuracy of completeness of any of the information
provided or made available to such CPPIB Entity or any of its agents, representatives, or Affiliates prior to the execution of
this Agreement) and such CPPIB Entity hereby disclaims any such representation or warranty, whether by Holdings, its Affiliates
or any other Person, notwithstanding the delivery or disclosure to such CPPIB Entity or any of its or its Affiliates’ officers,
directors, employees, agents or representatives or any other Person, of any documentation or other information by Holdings, its
Affiliates or any other Person with respect to any one or more of the foregoing.


 






    9


     


    




 


Article
V



COVENANTS


 


Section
5.01 Further Assurances. Subject to
the terms and conditions of this Agreement, each Party agrees to use its reasonable best efforts to take, or cause to be taken,
all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws to consummate and
make effective, as soon as reasonably practicable, the transactions contemplated by this Agreement. Without limiting the generality
of the foregoing, the Parties shall from time to time execute and deliver all such further documents and do all acts and things
as the other Party may reasonably require to effectively carry out or better evidence or perfect the full intent and meaning of
this Agreement.


 


Section
5.02 Regulatory Approvals. Without
limiting the generality of Section 5.01, each Party shall use its reasonable best efforts to obtain all waivers, consents
and approvals from Governmental Authorities and make all filings with any Governmental Authority as may be required in order to
consummate the transactions contemplated hereby. Each Party shall cooperate with each other in respect of their efforts pursuant
to the preceding sentence.


 


Section
5.03 Joinder of Permitted
Transferees. Mosaic Feeder shall cause any permitted transferee of its direct or indirect ownership of the Class A
Interests or Class B Interests to execute and deliver to each Party a joinder to this Agreement, in form and substance
reasonably satisfactory to Holdings, pursuant to which such permitted transferee agrees to be bound by the terms hereof to
the same extent as Mosaic Feeder.


 


Section
5.04 Withholding Rights. Reasonably
in advance of the Exercise, Holdings shall consult in good faith with CPPIB and Mosaic Feeder, and their tax advisors, concerning
whether U.S. withholding tax (including U.S. withholding tax under section 1446(f) of the Code) may be applicable to the payment
of the Purchase Price. In the event that it is determined that U.S. withholding tax is likely to be applicable to the Purchase
Price, the Parties shall cooperate in good faith, at the CPPIB’s and Mosaic Feeder’s expense, to structure the exercise
of the Call Right (including, without limitation, in agreeing whether an Underlying Interest Election shall be made by Holdings)
in such a way as to minimize, to the extent reasonably practicable, the amount of such U.S. tax withheld; provided that
the General Partner, in consultation with its tax advisers, determines such structure is permissible under the Code and treasury
regulations and there are no material adverse consequences to the General Partner or any of its Affiliates. In connection with
the Call Right, Holdings or the SPV, as the case may be, shall be entitled to deduct and withhold (or cause to be deducted and
withheld) from any amount payable to Mosaic Feeder or its permitted transferees for the Class A Interests and the Class B Interests
held by Mosaic Feeder or its permitted transferees, any amounts required to be deducted and withheld under applicable Law. If
Holdings intends to withhold tax from the Purchase Price, it shall provide notice to Mosaic Feeder of the amount it intends to
withhold, the legal basis for withholding, and the calculations of such amounts, and shall provide Mosaic Feeder with an opportunity
to establish that such withholding tax is not applicable or should be reduced; provided that after such opportunity, the
General Partner in good faith and in consultation with its tax advisers shall determine the applicability of any such U.S. withholding
tax. Any amounts so deducted or withheld shall be (i) paid over to the appropriate Governmental Authority to the extent required
by Law and (ii) treated for all purposes of this Agreement as having been paid to Mosaic Feeder or its permitted transferee in
respect of which such deduction or withholding was made. In connection with the Call Right, Holdings and the SPV shall, upon request
by a CPPIB Entity, use commercially reasonable efforts to deliver any certifications or documents to mitigate, reduce or eliminate
any withholding on amounts payable to a CPPIB Entity.


 






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Article
VI



MISCELLANEOUS


 


Section
6.01 Survival. The representations
and warranties of the Parties shall survive the Closing hereunder.


 


Section
6.02 Expenses. Except as otherwise
provided in this Agreement, each of the Parties agrees to pay the expenses incurred by it in connection with the negotiation,
preparation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, including
the fees and expenses of counsel to such Party.


 


Section
6.03 Governing Law; Amendment;
Waiver. This Agreement shall be governed by and construed and enforced in accordance with the Laws of the State of
Delaware, without regard to the principles of conflicts of law thereof. No amendment, waiver, change, modification or
discharge of any provision of this Agreement shall in any event be effective unless the same shall be in writing and signed
by the Party against whom enforcement of any such amendment, waiver, change, modification or discharge is sought. For the
avoidance of doubt, any waiver given by Mosaic Feeder pursuant to the terms of this agreement, shall not be valid unless also
waived by CPPIB.


 


Section
6.04 Notices. All notices,
statements, instructions or other documents required to be given hereunder shall be in writing and shall be given by hand
delivery, certified mail, Federal Express or a similarly reputable overnight courier service, email or other electronic
means, addressed to the relevant Party at its mail address or email address set forth below:


 





	 	If to Holdings:	 
	 	 	 	 
	 	 	Grosvenor Capital Management Holdings, LLLP
	 	 	900 N. Michigan Avenue
	 	 	Chicago, Illinois 60202
	 	 	Suite 1100
	 	 	Attn:	Michael J. Sacks
	 	 	 	Burke J. Montgomery
	 	 	Email:	mjs@gcmlp.com
	 	 	 	legal@gcmlp.com
	 	 	 	 
	 	With a copy to (which shall not constitute notice for purposes of this Agreement):
	 	 
	 	 	Simpson Thacher & Bartlett LLP
	 	 	425 Lexington Avenue
	 	 	New York, New York 10017
	 	 	Attn: 	Olga Gutman
	 	 	 	Gary Horowitz

	 	 	Email:	ogutman@stblaw.com
		 	 	ghorowitz@stblaw.com


 









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If to a CPPIB Entity:


 


CPP Investment Board Private Holdings (4) Inc


One Quebec Street East, Suite 2500, PO BOX 101, Toronto,


Ontario


MSC 2W5, Canada


Attn:   Louis Choy


Email:  lchoy@cppib.com


 


With
a copy to (which shall not constitute notice for purposes of this Agreement):


 


Proskauer
Rose LLP,


110
Bishopsgate, London, UK, EC2N 4AY


Attn:
   Nigel van Zyl


Email:
  nvanzyl@proskauer.com


 


Each
Party, by written notice given to each of the other Parties in accordance with this Section 6.04 may change the mail address
or email address to which notices, statements, instructions or other documents are to be sent to such Party. All notices, statements,
instructions and other documents hereunder that are emailed shall be deemed to have been given on the date of emailing.


 


Section
6.05 No Recourse. Notwithstanding
anything that may be expressed or implied in this Agreement or any document or instrument delivered contemporaneously
herewith, and notwithstanding the fact that any Party may be a partnership or limited liability company, by its acceptance of
the benefits of this Agreement, each Party covenants, agrees and acknowledges that (a) no Person other than the Parties shall
have any obligation hereunder and (b) no recourse under this Agreement or under any documents or instruments delivered in
connection herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith
shall be had against any former, current or future direct or indirect equityholders, controlling Persons, stockholders,
directors, officers, employees, Affiliates, members, managers, general or limited partners, agents, attorneys or other
representatives of such Party, or any of its successors or assigns, or any former, current or future direct or indirect
equityholders, controlling Persons, stockholders, directors, officers, employees, Affiliates, members, managers, general or
limited partners, agents, attorneys or other representatives or successors or assignees of any of the foregoing (each, a
“Related Party” and, collectively, the “Related Parties”), whether by the enforcement
of any assessment or by any legal or equitable proceeding, or by virtue of any applicable Law, it being agreed and
acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any Related
Party for any obligations of the CPPIB Entities or Holdings, as the case may be, or any of its successors or permitted
assigns under this Agreement or any documents or instrument delivered in connection herewith or in respect of any oral
representations made or alleged to be made in connection herewith or therewith or for any claim (whether at law or equity, in
tort, contract or otherwise) based on, in respect of, or by reason of such obligations or their creation, in each case except
to the extent of any liability or obligation of a Person pursuant to the terms of a Transaction Document to which it is a
party.


 






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Section
6.06 Complete Agreement; Third Party
Beneficiaries. This Agreement, together with the Partnership Agreement and the Purchase Agreement, constitutes the entire
agreement, and supersedes all other prior agreements and understandings, both written and oral, of the Parties with respect
to the subject matter hereof and thereof. This Agreement is for the sole benefit of the Parties and their permitted
successors and assigns and nothing in this Agreement, express or implied, is intended to or shall confer upon any other
Person, any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement; provided, however,
that the Released Parties and the Related Parties are express intended third party beneficiaries of Section 2.07 and Section
6.05, respectively.


 


Section
6.07 Assignment. Except as otherwise
expressly set forth herein, this Agreement is not assignable by any of the Parties without the prior written consent of the other
Parties; provided that Holdings may assign its rights and obligations hereunder, in whole or in part, to any Person without
the consent of any CPPIB Entity, provided that no such assignment shall relieve Holdings of its obligations hereunder.


 


Section
6.08 Interpretation. Unless the
context clearly requires otherwise, the words “hereof,” “herein,” and “hereunder” and
words of similar import, when used in this Agreement, shall refer to this Agreement, together with any Exhibit or Schedule to
this Agreement, as a whole and not to any particular provision of this Agreement. Whenever the words “include,”
“includes” or “including” are used in this Agreement, they shall be deemed to be followed by the
words “without limitation” (except to the extent the context otherwise provides). The terms defined in the
singular shall have a comparable meaning when used in the plural, and vice versa. References herein to a specific Article,
Section, subsection or Schedule shall refer, respectively, to Articles, Sections, subsections or Schedules to this Agreement,
unless otherwise indicated. Unless otherwise expressly indicated herein, any agreement, instrument or statute defined or
referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented,
including in the case of agreements or instruments by waiver or consent and in the case of statutes by succession of
comparable successor statutes and references to all attachments thereto and instruments incorporated therein. References to
any Person herein shall be deemed to include the heirs, personal representatives, successors and permitted assignees of such
Person. All accounting terms have the meanings given to them by United States generally accepted accounting principles
applied on a consistent basis. Captions contained in this Agreement are inserted only as a matter of convenience and in no
way define, limit or extend the scope or intent of this Agreement or any provision hereof. The Parties have participated
jointly in the negotiation and drafting of this Agreement. If an ambiguity or question of intent or interpretation arises,
this Agreement will be construed as if drafted jointly by the Parties and no presumption or burden of proof will arise
favoring or disfavoring any Party because of the authorship of any provision of this Agreement.


 






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Section
6.09 Severability. If any term or
provision of this Agreement shall to any extent be invalid or unenforceable, the remainder of this Agreement shall not be
affected thereby, and each term and provision of this Agreement shall be valid and enforceable to the fullest extent
permitted by Law. Upon the determination that any term or other provision is invalid, illegal or incapable of being enforced,
the Parties shall negotiate in good faith to modify this Agreement so as to effect their original intent as closely as
possible in an acceptable manner to the end that transactions contemplated hereby are fulfilled to the extent
possible.


 


Section
6.10 Specific Performance. The
Parties acknowledge that there would be no adequate remedy at law if any Party fails to perform any of its obligations
hereunder, and accordingly agree that each Party, in addition to any other remedy to which it may be entitled at law or in
equity, shall be entitled to compel specific performance of the obligations of any other Party under this Agreement in
accordance with the terms and conditions of this Agreement without the necessity of posting any bond or establishing that
monetary damages would be an inadequate remedy. Any remedy under this Section 6.10 is subject to certain equitable
defenses and to the discretion of the court before which any proceedings therefor may be brought.


 


Section
6.11 Waiver of Jury Trial; Arbitration;
Consent to Jurisdiction.


 


(a) EACH
PARTY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY
ACTION OR PROCEEDING BROUGHT BY OR AGAINST IT IN ANY WAY RELATING TO THIS AGREEMENT.


 


(b) Except
as set forth in this Section 6.11, any dispute, controversy or claim arising out of or relating to this Agreement or the
breach thereof or concerning the provisions of this Agreement or their application to any state of facts or the rights or equities
of any of the Parties hereto shall be resolved by final and binding arbitration conducted in English by one arbitrator in New
York City, New York, U.S.A., in accordance with the then-current Commercial Arbitration Rules of the American Arbitration Association,
as amended from time to time, or any successor thereto (the “AAA Rules”), as modified by this Section 6.11,
under which such arbitration is invoked. One arbitrator shall be selected by Holdings and one arbitrator shall be selected by
the CPPIB Entities in accordance with the AAA Rules, and such arbitrators shall jointly select the third arbitrator who shall
chair the tribunal. The arbitrators shall be reasonably familiar with the operations of private investment funds. The parties
shall have the right of limited pre-hearing discovery, in accordance with the U.S. Federal Rules of Civil Procedure, as then in
effect, for a period not to exceed sixty (60) days. As soon as the discovery is concluded, but in any event within thirty
(30) days thereafter, the arbitrators shall hold a hearing in accordance with the aforesaid AAA Rules. Thereafter, the arbitrators
shall promptly render a written decision, together with a written opinion setting forth in reasonable detail the grounds for such
decision. The parties shall bear the costs of the arbitration equally, provided that any award by the arbitrators in connection
with such decision shall also provide that the substantially prevailing party shall recover its reasonable attorney’s fees
and other costs incurred in the proceedings, in addition to any other relief which may be granted. Judgment may be entered in
any court of competent jurisdiction to enforce the award entered by the arbitrators. Any such arbitration agreement shall be governed
by the laws of New York without regard to any conflicts of laws principles thereof.


 






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(c) In
connection with any dispute, controversy or claim arising out of or relating to Section 6.13 or the breach thereof, each
of the parties hereto irrevocably and unconditionally submits to the exclusive jurisdiction of the state and federal courts located
within the State of New York.


 


Section
6.12 Confidentiality. Without the
prior consent of the other Party, neither Holdings nor the CPPIB Entities will disclose the terms of this Agreement
(including the Purchase Price) or the transactions contemplated hereunder, or the identity of the Parties, to any Person,
except to the extent disclosure would be permitted with respect to Confidential Information pursuant to the Partnership
Agreement.


 


Section
6.13 Counterparts. This Agreement may
be executed by one or more of the parties to this Agreement on any number of separate counterparts (including by email or
telecopy), and all of said counterparts taken together shall be deemed to constitute one and the same instrument.


 


[Signature
Pages Follow]


 




    15


     


    

 


IN
WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the day and year first above written.


 


	 	CPP
    INVESTMENT BOARD PRIVATE HOLDINGS (4) INC
	 	 	 
	 	By:	/s/
    Michael Woolhouse
	 	Name:	Michael Woolhouse
	 	Title:
    	Authorized
    Signatory
	 	 
	 	By:	/s/Shane
    Feeney
	 	Name: 
    	Shane Feeney
	 	Title:	Authorized
    Signatory



 


[Signature Page to Call Agreement]


 





    


     


    

 


	 	MOSAIC
    FEEDER, L.P.
	 	 
	 	By: Lakeshore Investments GP, LLC, its general partner
	 	 
	 	By:	/s/ Michael J. Sacks
	 	Name: 	Michael J. Sacks
	 	Title: 	President
	 	 
	 	GROSVENOR
    HOLDINGS, LLC
	 	 
	 	By:	/s/ Michael J. Sacks
	 	Name: 	 Michael J. Sacks
	 	Title:	 President




 


[Signature Page to Call Agreement]