Page 12 of 14 – SEC Filing
(d)
Notwithstanding anything to the contrary herein, in the event that (i) the Company, Colony NorthStar, Inc., the Buyer or any of
their affiliates publicly announces an intention to, or invites third parties into a marketed process to, explore a sale of all
or substantially all of the assets of the Company, including through a merger, business combination or similar transaction, (ii)
the Company, Colony NorthStar, Inc., the Buyer or any of their affiliates begins negotiations with a third party regarding
the sale, in a single transaction or a series of related transactions, of twenty percent (20%) or more of the assets of the Company
(other than a transaction described in clause (i) above) or (iii) the Buyer or any of its affiliates begins negotiations regarding
a possible sale, assignment or other transfer of the asset management contract between an affiliate of the Buyer and the
Company, then, in the case of clause (i) or (ii) above, the Buyer shall cause Colony NorthStar, Inc. to use its commercially reasonable
efforts to cause the Company (or applicable affiliate) to, or in the case of clause (iii) above, the Buyer shall, allow and invite
the Seller to participate in such process. Nothing in this Section 4(d) shall be deemed to give the Seller any right of first
refusal or right of first offer with respect to any transaction.
Section 5. MUTUAL NON-DISPARAGEMENT
Except as required by law,
the Seller and the Buyer mutually covenant and agree that, during the Standstill Period and the Additional Limited Standstill
Period, neither the Seller nor the Buyer will make, or cause any other person to make, any communication, written or oral, that
is intended to disparage, call into disrepute, defame, slander or impugn the other party, or its officers, directors or affiliates,
or any of their officers or directors, or its business. The foregoing shall not restrict the ability of any person to comply with
any subpoena or other legal process or respond to a request for information from any governmental authority.
Section
6. Miscellaneous Provisions.
6.1 Notice. Any notice
provided for in this Agreement shall be in writing and shall be either personally delivered or mailed by first-class mail (registered
or certified, return receipt requested), facsimile, electronic mail or other electronic transmission or overnight courier service
(charges prepaid), in each case, to the address and to the attention of the person set forth in this Agreement. Notices will be
deemed to have been given hereunder (a) when delivered personally, (b) three (3) business days after deposit in the U.S. mail,
postage prepaid, if mailed by first-class mail, (c) one (1) business day after deposit with an overnight courier service, postage
prepaid, for delivery on the next business day and (d) if delivered by electronic mail or other electronic transmission, on the
business day such transmission is made (provided that the same is sent by a reputable overnight courier service for delivery on
the immediately succeeding business day, with acknowledgement of receipt requested).
If to the Buyer, to:
Colony Capital Operating
Company, LLC
515 South Flower Street,
44th Floor
Los Angeles, California 90071
Attention: Director, Legal
Email: ColonyLegal@CLNS.com
if to the Seller, to:
Bow Street LLC
1140 Avenue of the Americas,
9th Floor
New York, New York 10036
Attention: Howard Shainker
Email: hshainker@bowstreetllc.com
