0001144204-19-027109.txt : 20190517 0001144204-19-027109.hdr.sgml : 20190517 20190517170304 ACCESSION NUMBER: 0001144204-19-027109 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20190517 DATE AS OF CHANGE: 20190517 GROUP MEMBERS: COLONY CAPITAL OPERATING COMPANY, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Zayo Group Holdings, Inc. CENTRAL INDEX KEY: 0001608249 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 261398293 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-88645 FILM NUMBER: 19836646 BUSINESS ADDRESS: STREET 1: 1821 30TH ST STREET 2: UNIT A CITY: BOULDER STATE: CO ZIP: 80301 BUSINESS PHONE: 303-381-4683 MAIL ADDRESS: STREET 1: 1821 30TH ST STREET 2: UNIT A CITY: BOULDER STATE: CO ZIP: 80301 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Colony Capital, Inc. CENTRAL INDEX KEY: 0001679688 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 464591526 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 515 SOUTH FLOWER STREET STREET 2: 44TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: 310-282-8820 MAIL ADDRESS: STREET 1: 515 SOUTH FLOWER STREET STREET 2: 44TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 FORMER COMPANY: FORMER CONFORMED NAME: Colony NorthStar, Inc. DATE OF NAME CHANGE: 20160714 SC 13D 1 tv521728_sc13d.htm SC 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. )*

Zayo Group Holdings, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share (Title of Class of Securities)

98919V105

(CUSIP Number)

Colony Capital Operating Company, LLC

Attention: Ronald M. Sanders, Esq.

515 S. Flower Street, 44th Floor

Los Angeles, CA 90071

310-282-8820

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

May 8, 2019

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule §240.13d-7 for other parties to whom copies are to be sent.

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

1		Names of Reporting Persons COLONY CAPITAL OPERATING COMPANY, LLC
2		Check the Appropriate Box If a Member of a Group (See Instructions) a. ¨ b. x
3		SEC Use Only
4		Source of Funds (See Instructions) OO
5		Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
6		Citizenship or Place of Organization DELAWARE

Number of Shares Beneficially Owned By Each Reporting Person With	7	Sole Voting Power 0
	8	Shared Voting Power 25,000
	9	Sole Dispositive Power 0
	10	Shared Dispositive Power 25,000

11		Aggregate Amount Beneficially Owned by Each Reporting Person 25,000
12		Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
13		Percent of Class Represented By Amount in Row (11) Less than 0.1%
14		Type of Reporting Person (See Instructions) OO

1		Names of Reporting Persons COLONY CAPITAL, INC.
2		Check the Appropriate Box If a Member of a Group (See Instructions) a. ¨ b. x
3		SEC Use Only
4		Source of Funds (See Instructions) OO
5		Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
6		Citizenship or Place of Organization MARYLAND

Number of Shares Beneficially Owned By Each Reporting Person With	7	Sole Voting Power 0
	8	Shared Voting Power 25,000
	9	Sole Dispositive Power 0
	10	Shared Dispositive Power 25,000

11		Aggregate Amount Beneficially Owned by Each Reporting Person 25,000
12		Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
13		Percent of Class Represented By Amount in Row (11) Less than 0.1%
14		Type of Reporting Person (See Instructions) CO

Item 1.

Security and Issuer.

The title of the class of equity security to which this statement on Schedule 13D relates is the common stock, par value $0.001 per share (the “Common Stock”), of Zayo Group Holdings, Inc., a Delaware corporation (the “Issuer”). The address of the Issuer’s principal executive offices is 1821 30^th Street, Unit A, Boulder, Colorado 80301.

Item 2.

Identity and Background.

This statement on Schedule 13D is filed on behalf of Colony Capital Operating Company, LLC, a Delaware limited liability company (“CCOC”), and Colony Capital, Inc., a Maryland corporation (“Colony Capital,” and collectively with CCOC, the “Reporting Persons”). Colony Capital is a leading global investment management firm, and the sole managing member of its operating company, CCOC. The principal business address of the Reporting Persons is 515 S. Flower Street, 44th Floor, Los Angeles, California 90071.

During the past five years, neither of the Reporting Persons and, to their knowledge, none of the directors and executive officers listed on Annex A hereto, (i) has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13D as Exhibit 99.1, pursuant to which the Reporting Persons have agreed to file this Schedule 13D jointly in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

The information set forth in Annex A hereto is incorporated by reference in this Item 2.

Item 3.

Source and Amount of Funds or Other Consideration.

The 25,000 shares of Common Stock reported herein were acquired in the open market by an investment fund affiliated with Colony Capital using the fund’s available cash.

On May 8, 2019, the Issuer, Front Range TopCo, Inc. (“Parent”), a Delaware corporation, and Front Range BidCo, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) for the Issuer to be acquired by a consortium of private equity funds including affiliates of EQT Infrastructure IV, Digital Colony Partners, LP (“DCP”) and DC Front Range Holdings I, LP (“DC Front Range”), as well as FMR LLC (“FMR”). DCP and DC Front Range are investment vehicles sponsored by Digital Colony GP, LLC (“DC”), which in turn is a joint venture between CCOC and its affiliates and Digital Bridge Holdings, LLC.

It is anticipated that the funding for the transactions (the “Transactions”) contemplated by the Merger Agreement will include (1) equity financing of up to approximately $6.388 billion in cash to be contributed to Parent by (A) affiliates of EQT Infrastructure IV (collectively the “EQT Funds”), (B) DCP and DC Front Range and/or their affiliates and (C) FMR and/or its affiliates and (2) debt financing consisting of up to approximately $9.000 billion to be provided by Credit Suisse AG, Credit Suisse Loan Funding LLC, Morgan Stanley Senior Funding, Inc., Citigroup Global Markets Inc., Deutsche Bank AG New York Branch, Deutsche Bank AG Cayman Islands Branch, Deutsche Bank Securities Inc., SunTrust Robinson Humphrey, Inc., SunTrust Bank, The Toronto-Dominion Bank, New York Branch and TD Securities (USA) LLC (the “Debt Financing Parties”) pursuant to a debt commitment letter among Parent and the Debt Financing Parties.

Pursuant to equity commitment letters executed by DCP and DC Front Range (the “DCP Equity Commitment Letters”), DCP and DC Front Range have severally agreed, on the terms and subject to the conditions contained therein, to contribute to Parent up to approximately $1.700 billion and $1.245 billion, respectively, and certain co-investors have entered into subscription agreements and/or equity commitment agreements (the “Subscription Agreements”), pursuant to which each such co-investor has agreed with DC Front Range GP, LLC, an affiliate of DCP, to contribute, on demand, amounts up to their respective capital commitments, or an aggregate of approximately $1.245 billion, to DC Front Range, which will in turn invest substantially all of its funds in the Issuer at the Effective Time (as defined in the Merger Agreement) to fund the transactions contemplated by the Merger Agreement.

The foregoing description of the DCP Equity Commitment Letters and the Subscription Agreements in this Item 3 is qualified in its entirety by reference to the DCP Equity Commitment Letters and forms of Subscription Agreements included as Exhibits 99.2, 99.3, 99.4 and 99.5 and incorporated by reference herein.

Item 4.

Purpose of Transaction.

The Merger Agreement

On May 8, 2019, the Issuer entered into the Merger Agreement with Parent and Merger Sub, which provides for the merger of Merger Sub with and into the Issuer (the “Merger”), with the Issuer surviving the Merger as a wholly owned subsidiary of Parent.

At the Effective Time, each share of Common Stock, that is outstanding immediately prior to such time (other than (i) Shares of Common Stock owned by Parent, Merger Sub, the Issuer (including any Shares of Common Stock held in the treasury of the Issuer) or by any direct or indirect wholly owned subsidiary of Parent, Merger Sub or the Issuer, or (ii) Shares of Common Stock held by stockholders of the Issuer who not have voted in favor of the Merger and who are entitled to demand and properly demand their statutory rights of appraisal in accordance with the Delaware General Corporation Law) will be cancelled and extinguished and automatically converted into the right to receive cash in an amount equal to $35.00 per share without interest. Consummation of the Merger is subject to approval of the Issuer’s stockholders and certain additional conditions.

Consummation of the Merger is subject to certain customary closing conditions, including, without limitation, obtaining the Company Stockholder Approval (as defined in the Merger Agreement), the absence of certain legal impediments, the expiration or termination of the required waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, review and clearance by the Committee on Foreign Investment in the United States, certain foreign antitrust regulatory approvals and certain other filings and approvals (together, “Required Governmental Approvals”).

The Issuer has made customary representations and warranties in the Merger Agreement and has agreed to customary covenants regarding the operation of the business of the Issuer and its subsidiaries. The Issuer is also subject to customary restrictions on its ability to solicit alternative acquisition proposals from third parties and to provide non-public information to, and participate in discussions and engage in negotiations with, third parties regarding alternative acquisition proposals, with customary exceptions.

The Merger Agreement contains certain customary termination rights for the Issuer and Parent, including the right to terminate the Merger Agreement to accept a superior proposal subject to compliance with certain procedures specified in the Merger Agreement. Upon termination of the Merger Agreement under certain specified circumstances, the Issuer will be required to pay Parent a termination fee of approximately $209.7 million (the “Issuer Termination Fee”).

If the Merger Agreement is terminated (A) (i) by either Parent or the Issuer because the Company Stockholder Approval was not obtained at the Company Stockholders Meeting (as defined in the Merger Agreement) or (ii) by Parent if there has been a breach of any representation, warranty or covenant by the Issuer causing a closing condition not to have been satisfied which is not capable of being cured in all material respects by at least 30 days from the delivery of written notice to the Issuer of such breach, or if earlier, by May 8, 2020 (the “End Date”), (B) any Alternative Acquisition Proposal (as defined in the Merger Agreement) has been made known to the Issuer or publicly announced by any Person (as defined in the Merger Agreement) (other than by Parent, Merger Sub or their respective affiliates) and, in either case, not withdrawn after the date of the Merger Agreement but prior to such termination or, prior to the Company Stockholders Meeting, and (C) the Issuer, within 12 months of the termination date of the Merger Agreement, enters into a definitive agreement with respect to any proposal for the acquisition of 50% or more of the Issuer or consummates such proposal, then within 2 business days of the earlier of entering into such definitive agreement or consummation of such proposal, the Issuer shall pay to Parent by wire transfer of immediately available funds the Issuer Termination Fee.

The Merger Agreement also provides that, upon termination of the Merger Agreement under other specified circumstances, Parent will be required to pay the Issuer a termination fee of approximately $419.4 million (the “Parent Termination Fee”). If the Merger Agreement is terminated by the Issuer because (i) there has been a breach of representation, warranty or covenant by Parent or Merger Sub that would cause the closing condition not to be satisfied, which is not cured or reasonably capable of being cured in all material respects by at least 30 days from the delivery of written notice to the Issuer of such breach or if earlier, by the End Date, or (ii) all of the mutual conditions to closing have been satisfied, the Issuer has satisfied all of its closing conditions, the Issuer irrevocably confirms that it is ready to close, and Parent and Merger Sub fail to consummate the Merger within three business days, then, in each of case (i) or (ii), the Parent Termination Fee will become payable by Parent to the Issuer.

In addition to the foregoing, and subject to certain limitations, the Issuer or Parent may terminate the Merger Agreement if the Merger is not consummated by the End Date, provided, however, that if, on such date, the Required Governmental Approvals have not been satisfied but all other conditions to closing other than those conditions, which by their nature are to be satisfied at the closing, each of which is, as of such date, capable of being satisfied if the closing were to occur at such time, then the End Date will be automatically extended to August 8, 2020 and the right to terminate the Merger Agreement will not be available to a party if the failure of the Merger to have been consummated on or before the End Date was caused by the failure of such party to perform any of its obligations under this Agreement.

The foregoing description of the Merger Agreement is qualified in its entirety by reference to the Merger Agreement included as Exhibit 99.6 and incorporated by reference herein.

General

The Reporting Persons acquired beneficial ownership over the securities described as beneficially owned in this Schedule 13D for investment purposes and they intend to review their investments in the Issuer on a continuing basis. Any actions the Reporting Persons might undertake will be dependent upon the Reporting Persons’ review of numerous factors, including, but not limited to: an ongoing evaluation of the Issuer’s business, financial condition, operations and prospects; price levels of the Issuer’s securities; general market, industry and economic conditions; the relative attractiveness of alternative business and investment opportunities; and other future developments.

Subject to the limitations referenced in the Merger Agreement, the Reporting Persons may, at any time and from time to time, acquire additional securities of the Issuer, or retain or sell all or a portion of the securities then held, in the open market or in privately negotiated transactions. In addition, subject to the limitations in the Merger Agreement, the Reporting Persons may engage in discussions with management, the board of directors and shareholders of the Issuer and other relevant parties or encourage such persons to consider or explore extraordinary corporate transactions, such as: a merger; sales or acquisitions of assets or businesses; changes to the capitalization or dividend policy of the Issuer; or other material changes to the Issuer’s business or corporate structure, including changes in management or the composition of the board of directors of the Issuer.

Other than as described above, none of the Reporting Persons currently has any plans or proposals that relate to, or would result in, any of the matters listed in Items 4(a)—(j) of Schedule 13D, although, depending on the factors discussed herein, the Reporting Persons may change their purpose or formulate different plans or proposals with respect thereto at any time.

Item 5.

Interest in Securities of the Issuer.

(a) The Reporting Persons may be deemed the beneficial owners of 25,000 shares of Common Stock held by an investment fund of Colony Capital, which represent less than 0.1% of the Issuer’s outstanding Common Stock.

(b)

CCOC has:

(i) sole power to vote or direct the vote of no shares of Common Stock;

(ii) shared power to vote or direct the vote of 25,000 shares of Common Stock;

(iii) sole power to dispose or direct the disposition of no shares of Common Stock; and

(iv) shared power to dispose or direct the disposition of 25,000 shares of Common Stock.

Colony Capital has:

(i) sole power to vote or direct the vote of no shares of Common Stock;

(ii) shared power to vote or direct the vote of 25,000 shares of Common Stock;

(iii) sole power to dispose or direct the disposition of no shares of Common Stock; and

(iv) shared power to dispose or direct the disposition of 25,000 shares of Common Stock.

(c) There have been no transactions with respect to the Common Stock during the sixty days prior to the date hereof by the Reporting Persons.

(d) Not applicable.

(e) Not applicable.

The information set forth in Annex A hereto is incorporated by reference in this Item 5.

As a result of the execution and delivery of the Subscription Agreements, DCP may be deemed to have formed a “group” as such term is used in Regulation 13D under the Act with each of certain of the co-investors who have committed to contribute amounts to DC Front Range pursuant to the Subscription Agreements, including being deemed to have formed such a group with BlackRock, Inc., as a result of such commitment by certain funds managed by subsidiaries of BlackRock, Inc. The Reporting Persons disclaim any membership in a group with BlackRock, Inc. BlackRock, Inc. has separately filed a Schedule 13D reporting its beneficial ownership of shares of Common Stock. The beneficial ownership of the Reporting Persons does not include any shares of Common Stock which may be beneficially owned by any of these other investors and each of the Reporting Persons disclaims beneficial ownership over any such shares.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

In addition to the Joint Filing Agreement, dated May 17, 2019, that has been entered into by the Reporting Persons, the information in Items 3 and 4 of this Schedule 13D is incorporated herein by reference.

Item 7.

Material to be Filed as Exhibits.

Exhibit 99.1 –		Joint Filing Agreement, dated May 17, 2019, between Colony Capital and CCOC

Exhibit 99.2 –		Equity Commitment Letter of DCP

Exhibit 99.3 –		Equity Commitment Letter of DC Front Range

Exhibit 99.4 –		Form of Subscription Agreement

Exhibit 99.5 –		Form of Equity Commitment Letter of Co-Investor

Exhibit 99.6 –		Agreement and Plan of Merger, dated as of May 8, 2019, by and among the Issuer, Parent and Merger Sub. (incorporated by reference to the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 9, 2018)

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: May 17, 2019

	COLONY CAPITAL OPERATING COMPANY, LLC

	By:	/s/ Mark M. Hedstrom
		Name: Mark M. Hedstrom
		Title: Vice President

	COLONY CAPITAL, INC.

	By:	/s/ Mark M. Hedstrom
		Name: Mark M. Hedstrom
		Title: Executive Vice President, Chief Financial Officer and Chief Operating Officer

ANNEX A

DIRECTORS AND EXECUTIVE OFFICERS

COLONY CAPITAL, INC.

The following sets forth the name, position and principal occupation of each director and executive officer of Colony Capital, Inc. Each director and executive officer is a citizen of the United States. The business address of each director and executive officer is c/o Colony Capital, Inc., 515 S. Flower Street, 44th Floor, Los Angeles, CA 90071. To the best of Colony Capital, Inc.’s knowledge, none of its directors or executive officers beneficially owns any shares of Common Stock of the Issuer and none of its directors or executive officers has engaged in any transactions in the shares of such Common Stock during the past 60 days.

Directors		Principal Occupation

Thomas J. Barrack, Jr.		Director, Colony Capital, Inc. Executive Chairman, Chief Executive Officer Colony Capital, Inc.

Douglas Crocker II		Director, Colony Capital, Inc. Managing Partner DC Partners LLC

Nancy A. Curtin		Director, Colony Capital, Inc. Chief Investment Officer and Head of Investments Close Brothers Asset Management

Jon A. Fosheim		Director, Colony Capital, Inc. Private Investor

Craig M. Hatkoff		Director, Colony Capital, Inc. Co-Founder Tribeca Film Festival

Justin Metz		Director, Colony Capital, Inc. Managing Principal Related Companies

Raymond C. Mikulich		Director, Colony Capital, Inc. Managing Partner Ridgeline Capital Group, LLC

George G. C. Parker		Director, Colony Capital, Inc. Professor Stanford University’s Graduate School of Business

Charles W. Schoenherr		Director, Colony Capital, Inc. Managing Director Waypoint Residential, LLC

John L. Steffens		Director, Colony Capital, Inc. Founder Spring Mountain Capital, LP

John A. Somers		Director, Colony Capital, Inc. Private Investor

Executive Officers		Title

Thomas J. Barrack, Jr.		Executive Chairman and Chief Executive Officer Colony Capital, Inc.

Darren J. Tangen		President Colony Capital, Inc.

Mark M. Hedstrom		Executive Vice President, Chief Financial Officer, Chief Operating Officer and Treasurer Colony Capital, Inc.

Ronald M. Sanders		Executive Vice President, Chief Legal Officer and Secretary Colony Capital, Inc.

Kevin P. Traenkle		Executive Vice President and Chief Investment Officer Colony Capital, Inc.

Neale W. Redington		Chief Accounting Officer Colony Capital, Inc.

COLONY CAPITAL OPERATING COMPANY, LLC

The following sets forth the name and position of each executive officer of Colony Capital Operating Company, LLC. Each executive officer is a citizen of the United States. The business address of each executive officer is c/o Colony Capital Operating Company, LLC, 515 S. Flower Street, 44th Floor, Los Angeles, CA 90071. To the best of Colony Capital Operating Company, LLC’s knowledge, none of its executive officers beneficially owns any shares of Common Stock of the Issuer and none of its executive officers has engaged in any transactions in the shares of such Common Stock during the past 60 days.

Executive Officers		Title

Thomas J. Barrack, Jr.		Chairman, Chief Executive Officer

Darren J. Tangen		President

Mark M. Hedstrom		Vice President, Treasurer

Ronald M. Sanders		Vice President, Secretary

Neale W. Redington		Vice President

EXHIBIT INDEX

Exhibit 99.1 –		Joint Filing Agreement, dated May 17, 2019, between Colony Capital and CCOC

Exhibit 99.2 –		Equity Commitment Letter of DCP

Exhibit 99.3 –		Equity Commitment Letter of DC Front Range

Exhibit 99.4 –		Form of Subscription Agreement

Exhibit 99.5 –		Form of Equity Commitment Letter of Co-Investor

Exhibit 99.6 –		Agreement and Plan of Merger, dated as of May 8, 2019, by and among the Issuer, Parent and Merger Sub. (incorporated by reference to the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 9, 2018)

EX-99.1 2 tv521728_ex99-1.htm EXHIBIT 99.1

Exhibit 99.1

EXECUTION VERSION

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing with the Securities and Exchange Commission on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to certain shares of common stock of Zayo Group Holdings, Inc., and further agree that this Joint Filing Agreement shall be included as an exhibit to such joint filing.

The undersigned further agree that each party hereto is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such party contained therein; provided, however, that no party is responsible for the completeness or accuracy of the information concerning any other party making the filing, unless such party knows or has reason to believe that such information is inaccurate.

Dated as of May 17, 2019

	COLONY CAPITAL OPERATING COMPANY, LLC

	By:	/s/ Mark M. Hedstrom
	Name:	Mark M. Hedstrom
	Title:	Vice President

	COLONY CAPITAL, INC.

	By:	/s/ Mark M. Hedstrom
	Name:	Mark M. Hedstrom
	Title:	Executive Vice President, Chief Financial Officer and Chief Operating Officer

EX-99.2 3 tv521728_ex99-2.htm EXHIBIT 99.2

Exhibit 99.2

STRICTLY CONFIDENTIAL

Execution Version

EQUITY COMMITMENT LETTER

Digital Colony Partners, LP

750 Park of Commerce Drive, Suite 210

Boca Raton, FL 33487

May 8, 2019

Front Range TopCo, Inc.

c/o Digital Colony Acquisitions, LLC
750 Park of Commerce Drive, Suite 210
Boca Raton, FL 33487

Ladies and Gentlemen:

In connection with the potential merger of Front Range BidCo, Inc., a Delaware corporation (“Merger Sub”) with and into Zayo Group Holdings, Inc., a Delaware corporation (the “Company”), with the Company as the surviving entity (the “Merger”), pursuant to a certain Agreement and Plan of Merger to be executed by and among the Company, Front Range Holdings TopCo, Inc., a Delaware corporation (the “Parent”), and Merger Sub, a wholly-owned subsidiary of Parent, (as amended, amended and restated, supplemented, or otherwise modified from time to time, the “Agreement”), Digital Colony Partners, LP, with its principal address at 750 Park of Commerce Drive, Suite 210, Boca Raton, FL 33487 (with its successors and permitted assigns, the “Investor”) hereby commits and agrees, subject to the terms and conditions set forth herein, that, simultaneous with the Closing, it shall, directly or indirectly, contribute proceeds to Parent for an aggregate amount of US $1,699,618,519 (such amount, its “Equity Commitment”). The proceeds of the Equity Commitment shall be used by Parent solely for the purpose of funding a portion of (x) the Merger Consideration (as such term is defined in the Agreement) payable by Parent under the Agreement and (y) related fees and expenses (the “Payment Obligation”). Capitalized terms used but not otherwise defined herein shall have the respective meanings given to them in the Agreement.

1. Commitment. Subject to the terms and conditions hereof, the Investor hereby irrevocably commits and agrees to draw down from its third party investors and/or available financing facilities and, directly or indirectly, contribute to Parent, before or simultaneously with the Closing, an aggregate cash amount equal to the Equity Commitment. The proceeds from the Investor’s investment up to the Equity Commitment shall be used by Parent solely to fund the Payment Obligation. The Investor shall not be obligated to fund the commitment evidenced hereby except in connection with the Closing. The Investor shall not, under any circumstances, be obligated to contribute, directly or indirectly, more than the Equity Commitment to Parent and the Investor shall not be liable for any other Person’s failure to fund any commitment or payment required to be made in connection with the Agreement. If the amount required to be contributed by Parent to consummate the Merger is reduced (including by reason of any debt or equity financing, reinvestment, rollover, or exchange of equity securities of the Company held by its management or shareholders or others), then the Equity Commitment shall be correspondingly reduced but only to the extent that the Equity Commitment, as reduced, when aggregated with the proceeds of (i) any such debt or equity financing, reinvestment, rollover, or exchange of equity securities of the Company held by its management or shareholders or others and (ii) any other equity or debt financing of any other Person, will be sufficient to fund the Payment Obligation at the Closing. All payments hereunder shall be made in U.S. dollars in immediately available funds.

2. Conditions Precedent. The Investor’s obligation to fund its Equity Commitment shall be conditioned upon:

a. the execution and delivery of the Agreement by each party thereto;

b. the satisfaction or waiver of all conditions precedent to Parent’s obligation to the Closing set forth in Article 5 of the Agreement (except those conditions that by their nature cannot be satisfied except by actions to be taken at the Closing, provided that such conditions are actually satisfied or validly waived at the Closing);

c. the substantially simultaneous receipt by the Parent of the proceeds of the Debt Financing (or confirmation that the Debt Financing will be promptly provided if the Equity Commitment is funded) and the other equity commitments pursuant to the other equity commitment letters from other investors to the Parent of even date herewith; and

d. the substantially simultaneous consummation of the Closing.

3. No Recourse. Notwithstanding anything that may be expressed or implied in this letter agreement to the contrary, each of the parties hereto acknowledges, covenants, and agrees, on behalf of itself, its controlled Affiliates, and any person claiming on behalf of any of them, that no person other than the Investor and Parent and its successors and assigns (including, without limitation, (i) any past, present or future director, officer, employee, member, general or limited partner, manager, direct or indirect equityholder, Affiliate or agent of the Investor (the persons in subclause (i), collectively, “Affiliated Persons”), and (ii) any Affiliated Persons of such Affiliated Persons (the persons in subclauses (i) and (ii), together with their respective heirs, executors, administrators, or other than with respect to the Investor and Parent, their successors or assigns, collectively “Non-Parties” and each, individually, a “Non-Party”)) shall have any liability or obligation whatsoever in respect of, based upon, or arising out of any Claims (as defined below) or otherwise in connection with the Agreement or the Merger. For the purposes of this letter agreement, “Claim” means any and all claims, obligations, liabilities, causes of action, actions, or proceedings (in each case, whether in contract or in tort, at law or in equity, or pursuant to statute or otherwise) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to (a) this letter agreement, the Agreement or any of the transactions contemplated hereby or thereby, or (b) the negotiation, execution, performance, or breach (whether willful, intentional, unintentional, or otherwise) of this letter agreement or the Agreement, including, without limitation, any representation or warranty made or alleged to be made in, in connection with, or an as inducement to, this letter agreement or in the Agreement, in each case other than (i) a claim under the Confidentiality Agreement (as modified by Section 4.18 of the Agreement) against Digital Colony Acquisitions, LLC or one of its Representatives (as defined in the Confidentiality Agreement), (ii) under the Agreement against Parent or Merger Sub and (iii) a claim under the Guarantee against the Investor.

4. Term. The obligation of the Investor to fund the Equity Commitment set forth herein shall become effective on the date and time at which the Agreement has been duly executed and delivered by the parties thereto.

5. Termination. All obligations of the Investor relating to, arising out of or in connection with this letter agreement shall terminate automatically and immediately upon the earliest to occur of: (a) the payment of all amounts owed by the Investor to Parent at the Effective Time; (b) the valid termination of the Agreement pursuant to its terms; (c) payment of the Parent Termination Fee in accordance with the terms of the Agreement and (d) the Company, any of its controlled Affiliates, directors, officers, agents or representatives, directly or indirectly, asserting a Claim against any Non-Party or the Investor, other than any legal proceeding against (i) the Investor to specifically enforce the provisions of this letter agreement solely as set forth in the first sentence of Section 8; and (ii) Digital Colony Acquisitions, LLC or one of its Representatives (as defined in the Confidentiality Agreement) under the Confidentiality Agreement (as modified by Section 4.18 of the Agreement); or (iii) the Investor or any Non-Party pursuant to the Guarantee.

6. No Assignment. This letter agreement and the Equity Commitment, rights, benefits, or obligations evidenced by this letter agreement shall not be assignable by Parent without the prior written consent of the Investor and the Company; provided, however, that no consent shall be required for any such assignment by Parent to Merger Sub. Nothing in this letter agreement shall limit the right and ability of the Investor to assign all or any portion of its rights or obligations hereunder to any other person prior to the Closing; provided, that such assignment by the Investor shall not relieve the Investor of its obligations under this letter agreement except by any amounts actually contributed, directly or indirectly, to Parent by payment in cash by such assignees on or before the Closing, as contemplated in Section 1, and the Investor shall remain liable in full for any unsatisfied portion of its obligations under this letter agreement; provided, further, that no such action shall be taken if reasonably likely to materially delay or impede the consummation of the transactions contemplated by the Agreement. Subject to the foregoing in this Section 6, this letter agreement will be binding upon, inure to the benefit of, and be enforceable by the parties hereto and their respective successors and permitted assigns. Any purported assignment in violation of this Section 6 shall be null and void.

7. Amendment. This letter agreement, including this Section 7, may not be amended or otherwise modified except pursuant to a written document duly executed by the Investor and Parent; provided that nothing herein shall restrict or otherwise affect Parent’s ability to assign this letter agreement and the Equity Commitment, rights, benefits, or obligations evidenced by this letter agreement pursuant to Section 6.

8. Third Party Beneficiary. No person other than Parent and the Company (subject to the proviso to this sentence) shall be entitled to rely upon or enforce this letter agreement, and this letter agreement shall be binding upon and inure solely to the benefit of each party hereto and nothing herein or in any other agreement (including, without limitation, the Agreement), express or implied, is intended to or shall confer upon any other person any rights, benefits or remedies whatsoever under or by reason of this letter agreement; provided, however, that the Company shall be entitled to seek specific performance of the Parent’s ability to cause the Investor to draw down from its third party investors and/or available financing facilities and fund the applicable portion of the Equity Commitment hereunder to the Parent if and only in the event each of the conditions set forth in this letter agreement and in Section 7.6 of the Agreement, has been satisfied. In furtherance of the foregoing, no creditor of Parent or any of its respective Affiliates, or any person claiming by, through or on behalf of any of them or any other person, shall have any right to enforce this letter agreement or to cause Parent or any other person to seek to enforce this letter agreement, in each case, other than the Company in the limited circumstances described in the first sentence of this Section 8. For the avoidance of doubt, the Investor will only fund the Equity Commitment to the Parent, and under no circumstances will the Company or any other Person be entitled to seek that the Investor fund, or cause the funding of, any portion of the Equity Commitment directly to the Company or any other Person.

9. Representations and Warranties. The Investor hereby represents and warrants to Parent that:

a. it is an entity duly organized validly existing and in good standing under the Legal Requirements of its jurisdiction of organization and it has all necessary power and authority to execute, deliver and perform this letter agreement;

b. the execution, delivery and performance of this letter agreement by the Investor, and the consummation by the Investor of the transactions contemplated hereby, have been duly and validly authorized and approved by all necessary action by it and no other proceedings are necessary to authorize such execution, delivery and performance of this letter agreement and the consummation of the transactions contemplated hereby;

c. this letter agreement has been duly and validly executed and delivered by the Investor and, upon execution by the other party hereto, this letter agreement shall be in full force and effect and shall constitute a valid and binding agreement of the Investor, enforceable against it in accordance with its terms, except that such enforcement may be subject to any bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other Legal Requirement, now or hereafter in effect, relating to or limiting creditors’ rights generally, and general equitable principles (whether considered in a proceeding in equity or at law);

d. the Investor currently has, and shall have at all times during the effectiveness of this letter agreement, sufficient financial resources (giving effect to any contractual commitments to the Investor from third parties) to pay, directly or indirectly, to Parent the Equity Commitment, and all funds necessary for the Investor to fulfill its obligations under this letter agreement shall be available to the Investor for so long as this letter agreement shall remain in effect in accordance with Section 5;

e. except as contemplated by Section 5.1(b) of the Agreement, all consents, approvals, authorizations, permits of, filings with and notifications to, any Governmental Entity necessary for the due execution, delivery and performance of this letter agreement by the Investor have been obtained or made and all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with, any Governmental Entity is required in connection with the execution, delivery or performance of this letter agreement; and

f. the execution, delivery and performance by the Investor of this letter agreement do not and will not (i) violate its organizational and governing documents, (ii) violate any applicable Legal Requirement or judgment or (iii) result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of any benefit under, any contract to which it is a party.

10. Governing Law. This letter agreement and any claim, controversy or dispute arising under or related in any way to this letter agreement, the relationship of the parties, the Merger the interpretation and enforcement of the rights and duties of the parties hereunder or related in any way to the foregoing, shall be governed by and construed in accordance with the domestic law of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Legal Requirements of any jurisdiction other than the State of Delaware. The parties agree that (a) the requirements of 6. Del. c. § 2708 are satisfied and that the statute mandates the application of Delaware law to this letter agreement, the relationship of the parties, the proposed transaction and the interpretation and enforcement of the rights and duties of the parties, (b) no other jurisdiction has a materially greater interest in the foregoing, and (c) the application of Delaware law would not be contrary to the fundamental policy of any other jurisdiction that, absent the parties’ choice of Delaware law, would have an interest in the foregoing.

11. Jurisdiction. Each party irrevocably submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware, or, if the Court of Chancery does not have jurisdiction, any federal court located in the State of Delaware, or, if a federal court does not have jurisdiction, any state court of the State of Delaware having jurisdiction, in any action or proceeding arising out of or relating to this letter agreement or any transaction contemplated hereby and agrees that all claims in respect of the suit, action or other proceeding may be heard and determined in any such court. Each party agrees not to bring any such suit, action or other proceeding arising out of or relating to this letter agreement in any other court. Each party waives any defense of improper venue or inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety, or other security that might be required of any other party with respect thereto. Any party may make service on any other party by sending or delivering a copy of the process to the party to be served at the address set forth herein. Nothing in this Section 11, however, shall affect the right of any party to serve legal process in any other manner permitted by law or at equity. Each party agrees that a final judgment in any action or proceeding so brought shall be conclusive and may be enforced by suit on the judgment or in any other manner provided by law or at equity.

12. WAIVER OF JURY TRIAL. EACH OF THE PARTIES HEREBY WAIVES ITS RIGHT TO A JURY TRIAL WITH RESPECT TO ANY ACTION OR CLAIM ARISING OUT OF ANY DISPUTE IN CONNECTION WITH THIS LETTER AGREEMENT, ANY RIGHTS OR OBLIGATIONS HEREUNDER OR THE PERFORMANCE OF SUCH RIGHTS AND OBLIGATIONS. EACH OF THE PARTIES (I) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HERETO HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS AND (II) ACKNOWLEDGES THAT SUCH OTHER PARTY HAS BEEN INDUCED TO ENTER INTO THIS LETTER AGREEMENT BY, AMONG OTHER THINGS, THE WAIVERS AND CERTIFICATIONS CONTAINED HEREIN.

13. Severability. Any term or provision of this letter agreement that is invalid or unenforceable in any situation in any jurisdiction will not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction; provided, that the parties hereto intend that the Section 1, 2 and 3 and this sentence be construed as an integral provision of this letter agreement and that such remedies and limitations shall not be severable in any manner that increases the Parent or Investor’s liability or obligations hereunder. No party hereto shall assert, and each party hereto shall cause its respective Affiliates not to assert, that this letter agreement or any part hereof is invalid, illegal or unenforceable.

14. Miscellaneous. This letter agreement may be executed in any number of counterparts (including by electronic mail portable document format (.pdf) (or similar electronic means) or facsimile signature), and each such counterpart when delivered shall be deemed to be an original instrument, but all such counterparts together shall constitute one agreement. The provisions of this letter agreement contain the entire agreement of the parties hereto with respect to the subject matter hereof and supersede any prior oral or written agreements, undertakings, understandings, discussions, negotiations or proposals relating to the subject matter hereof. The headings contained in this letter agreement are for convenience purposes only and will not in any way affect the meaning or interpretation hereof. All parties acknowledge that each party and its counsel have participated in the drafting and negotiation of this letter agreement and that any rules of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this letter agreement. For the avoidance of doubt, this letter agreement shall in no way be deemed a guarantee of the Agreement.

15. Confidentiality. This letter agreement shall be treated as strictly confidential and is being provided to Parent solely in connection with the Agreement and the Merger. This letter agreement may not be used, circulated, quoted or otherwise referred to in any document, except with the written consent of the Investor and Parent. Notwithstanding the foregoing, this letter agreement may be disclosed in connection with the enforcement by the Company of their rights described in the first sentence of Section 8.

[The Remainder of Page Intentionally Left Blank – Signature Pages Follow.]

If the foregoing is acceptable to you, please sign and return a copy of this letter agreement.

	Very truly yours,

	Investor:

	Digital Colony Partners, LP, by its general partner,

	Digital Colony GP, LLC

	By:	/s/ Marc C. Ganzi

	Name:	Marc C. Ganzi

	Title:	Chief Executive Officer

Signature Page to Equity Commitment Letter

Accepted and Acknowledged:

FRONT RANGE TOPCO, INC.

By:	/s/ Marc C. Ganzi
Name:	Marc C. Ganzi
Title:	President

By:	/s/ Nathalie Brabers
Name:	Nathalie Brabers
Title:	President

By:	/s/ Adam Larsson
Name:	Adam Larsson
Title:	Vice President

Signature Page to Equity Commitment Letter

EX-99.3 4 tv521728_ex99-3.htm EXHIBIT 99.3

Exhibit 99.3

STRICTLY CONFIDENTIAL

Execution Version

EQUITY COMMITMENT LETTER

DC Front Range Holdings I, LP

750 Park of Commerce Drive, Suite 210

Boca Raton, FL 33487

May 8, 2019

Front Range TopCo, Inc.

c/o Digital Colony Acquisitions, LLC
750 Park of Commerce Drive, Suite 210
Boca Raton, FL 33487

Ladies and Gentlemen:

In connection with the potential merger of Front Range BidCo, Inc., a Delaware corporation (“Merger Sub”) with and into Zayo Group Holdings, Inc., a Delaware corporation (the “Company”), with the Company as the surviving entity (the “Merger”), pursuant to a certain Agreement and Plan of Merger to be executed by and among the Company, Front Range Holdings TopCo, Inc., a Delaware corporation (the “Parent”), and Merger Sub, a wholly-owned subsidiary of Parent, (as amended, amended and restated, supplemented, or otherwise modified from time to time, the “Agreement”), DC Front Range Holdings I, LP, with its principal address at 750 Park of Commerce Drive, Suite 210, Boca Raton, FL 33487 (with its successors and permitted assigns, the “Investor”) hereby commits and agrees, subject to the terms and conditions set forth herein, that, simultaneous with the Closing, it shall, directly or indirectly, contribute proceeds to Parent for an aggregate amount of US $1,244,581,481 (such amount, its “Equity Commitment”). The proceeds of the Equity Commitment shall be used by Parent solely for the purpose of funding a portion of (x) the Merger Consideration (as such term is defined in the Agreement) payable by Parent under the Agreement and (y) related fees and expenses (the “Payment Obligation”). Capitalized terms used but not otherwise defined herein shall have the respective meanings given to them in the Agreement.

2. Conditions Precedent. The Investor’s obligation to fund its Equity Commitment shall be conditioned upon:

a. the execution and delivery of the Agreement by each party thereto;

d. the substantially simultaneous consummation of the Closing.

9. Representations and Warranties. The Investor hereby represents and warrants to Parent that:

[The Remainder of Page Intentionally Left Blank – Signature Pages Follow.]

If the foregoing is acceptable to you, please sign and return a copy of this letter agreement.

	Very truly yours,

	Investor:

	DC Front Range Holdings I, LP, by its general partner,

	DC Front Range GP, LLC

	By:	/s/ Marc C. Ganzi

	Name:	Marc C. Ganzi

	Title:	Chief Executive Officer

Signature Page to Equity Commitment Letter

Accepted and Acknowledged:

FRONT RANGE TOPCO, INC.

By:	/s/ Marc C. Ganzi
Name:	Marc C. Ganzi
Title:	President

By:	/s/ Nathalie Brabers
Name:	Nathalie Brabers
Title:	President

By:	/s/ Adam Larsson
Name:	Adam Larsson
Title:	Vice President

Signature Page to Equity Commitment Letter

EX-99.4 5 tv521728_ex99-4.htm EXHIBIT 99.4

Exhibit 99.4

PARTNERSHIP SUBSCRIPTION DOCUMENTS FOR
PURCHASE OF A LIMITED PARTNERSHIP INTEREST

THE OFFER AND SALE OF LIMITED PARTNERSHIP INTERESTS IN DC FRONT RANGE HOLDINGS I, LP (THE “PARTNERSHIP”) IS MADE SOLELY BY MEANS OF THE AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF THE PARTNERSHIP (AS AMENDED, SUPPLEMENTED OR MODIFIED FROM TIME TO TIME, THE “PARTNERSHIP AGREEMENT”).

DC FRONT RANGE HOLDINGS I, LP
(A Delaware Limited Partnership)

SUBSCRIPTION DOCUMENTS

FOR

A LIMITED PARTNERSHIP INTEREST

This subscription package contains:

Instructions to Investors
Subscription Agreement

Signature Page to Amended and Restated Agreement of Limited Partnership

LIMITED PARTNERSHIP INTEREST IN
DC FRONT RANGE HOLDINGS I, LP (the “Interest”)

INSTRUCTIONS TO INVESTORS

AFTER YOU HAVE CAREFULLY REVIEWED THE PARTNERSHIP AGREEMENT OF DC FRONT RANGE HOLDINGS I, LP AND HAVE DECIDED TO SUBSCRIBE FOR AND PURCHASE AN INTEREST, PLEASE OBSERVE THE FOLLOWING INSTRUCTIONS (CAPITALIZED TERMS NOT DEFINED HEREIN HAVE THE SAME MEANING AS IN THE PARTNERSHIP AGREEMENT).

Purchase Procedure:

Item A.	Subscription Agreement	Read the Subscription Agreement in its entirety, complete the Annexes thereto, make the representations, warranties and covenants contained therein and agree to its terms by executing as indicated thereon.

Item B.	Tax Forms	1. For United States persons (as such term is defined herein): Each United States person should fill in, sign and date the attached Form W-9 in accordance with the instructions to the Form.

		2. For non-United States persons: Each non-United States person should fill in, sign and date the appropriate Form W-8BEN-E, Form W-8ECI, Form W-8IMY or Form W-8EXP, and, in the event that any applicable reduction or exemption from U.S. federal withholding tax is claimed, provide all applicable attachments or addendums as required by the instructions to such Form to claim such exemption or reduction.

		3. For United States persons and non-United States persons: Each Subscriber should complete the applicable CRS self-certification form attached hereto as Appendix 1 and Appendix 2 in accordance with its instructions.

Item C.	Evidence of Authorization	1. Documentation Requirements:

		Formation:

		Organized entities, including corporations, partnerships, limited liability companies, and trusts: provide a certificate of formation and formation agreement.

		Identification:

		Investors who are natural persons: provide a current (i.e. non-expired) copy of a government issued photo identification.

				Corporations, partnerships, limited liability companies, and trusts: provide a current (i.e. non-expired) copy of a government issued photo identification of natural persons who ultimately, directly or indirectly, benefit from 10% or more of the proceeds of the entity or hold 10% or more of the control rights.

				2. Evidence of Authorization Requirements: Each Investor must provide satisfactory evidence of authorization, such as a list of authorized agents, and a current copy of a government issued photo identification for the individual(s) authorized to sign the Subscription Documents.

				For Individuals:

				Individuals should provide a copy of a passport or a driver’s license with photograph and their country of citizenship. If an individual Investor is using a third party to act on his/her behalf, a copy of the driver’s license or passport of that third party should also be provided. If the copy of the passport or driver’s license of the Investor or third party does not contain the individual’s current address, an additional government issued identification document certifying the individual’s name and current address is required. For joint account holders, the information listed above should be provided for each individual.

				For Corporations:

				Generally, Investors which are corporations must submit certified corporate resolutions authorizing the subscription and identifying the corporate officer empowered to sign the Subscription Documents. Corporations must also provide a copy of the certificate of incorporation, or other information identifying the place of incorporation.

		For Partnerships:

		Partnerships must submit a certified copy of the partnership certificate (in the case of limited partnerships) or partnership agreement identifying the general partners empowered to sign the Subscription Documents and resolutions authorizing the subscription.

		For Limited Liability Companies:

		Limited liability companies must submit a certified copy of the limited liability company operating agreement or certificate of formation identifying the manager or managing member, as applicable, empowered to sign the Subscription Documents and resolutions authorizing the subscription.

		For Trusts:

		Trusts must submit a copy of the trust agreement and resolutions authorizing the subscription.

		For Employee Benefit Plans:

		Employee benefit plans must submit a certificate of an appropriate officer certifying that the subscription has been authorized and identifying the individual empowered to sign the Subscription Documents.

		Entities may be requested to furnish other or additional documentation evidencing the authority to invest in the Partnership.

Item D.	Canadian Accredited Investor Form	1. For Canadian residents: Each resident of Canada must complete, sign and date the Accredited Investor Form set out in Appendix 3.

Item E.	Canadian Permitted Client Form	2. For Canadian residents: Each resident of Canada must complete, sign and date the Permitted Client Form set out in Appendix 4.

The completed and executed copy of (i) the Subscription Agreement, (ii) the appropriate completed and executed Form W-9, W-8BEN, W-8BEN-E, W-8IMY, W-8ECI or W-8EXP, as applicable, (iii) the applicable completed CRS Self-Certification Form and (iv) any required evidence of authorization should be delivered first electronically by PDF attachment to the attention of Edward Guers of Simpson Thacher & Bartlett LLP at List-DCFrontRangeSubDocs@stblaw.com as soon as possible.

Once Simpson Thacher & Bartlett has reviewed the completed documents, original copies of all such documents should be delivered to the following address:

DC Front Range Holdings I, LP

c/o Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, NY 10017

Attn: Edward Guers

Inquiries regarding subscription procedures (including, if the Investor Questionnaire indicates that any Investor’s response to a question requires further information) should be directed to Edward Guers, (212) 455-2304, e-mail: List-DCFrontRangeSubDocs@stblaw.com of Simpson Thacher & Bartlett LLP. If the Investor’s subscription is accepted (in whole or in part) by the General Partner, a fully executed set of the Subscription Documents will be returned to the Investor.

[remainder of page intentionally left blank]

DC Front Range Holdings I, LP

(A Delaware Limited Partnership)

SUBSCRIPTION AGREEMENT

SECTION 1

1.1 Subscription. Subject to the terms and conditions hereof, and in reliance upon the representations and warranties of the respective parties contained herein, the undersigned (the “Subscriber”) irrevocably subscribes for and agrees to purchase an Interest in DC Front Range Holdings I, LP, a Delaware limited partnership, with a Capital Commitment (as defined in the Partnership Agreement) in the amount set forth on the signature page below on the terms and conditions described herein and in the final form of the Partnership Agreement delivered to the Subscriber prior to the General Partner’s (defined below) execution of this Subscription Agreement (this “Subscription Agreement”). The Subscriber acknowledges and agrees that this subscription (i) is irrevocable on the part of the Subscriber, (ii) is conditioned upon acceptance by or on behalf of DC Front Range GP, LLC, a Delaware limited liability company (the “General Partner”) on behalf of the Partnership and (iii) may be accepted or rejected in whole or in part by the General Partner in its sole discretion. The Subscriber agrees to contribute to the capital of the Partnership the amount set forth opposite the Subscriber’s signature hereon plus such additional amounts for partnership expenses and management fees (if any), payable as required by the General Partner, under the terms and subject to the conditions set forth in the Partnership Agreement. The General Partner has entered into or expects to enter into separate subscription agreements (the “Other Subscription Agreements”) with other purchasers (the “Other Purchasers”), providing for the sale to the Other Purchasers of Interests. This Subscription Agreement and the Other Subscription Agreements are separate agreements and the sales of Interests to the undersigned and the Other Purchasers are to be separate sales.

1.2 Power of Attorney. The Subscriber by executing this Subscription Agreement as security for its obligations hereunder hereby irrevocably appoints the General Partner, with full power of substitution, as the Subscriber’s true and lawful representative and attorney-in-fact, and agent of the Subscriber, to execute, acknowledge, verify, swear to, deliver, record and file, in the Subscriber’s name, place and stead, the Partnership Agreement, any amendments to the Partnership Agreement (approved in accordance therewith), or any other agreement or instrument which the General Partner deems appropriate solely to admit the Subscriber as a Limited Partner of the Partnership. In the case of a Subscriber that is (a) a natural person, (b) a trust any portion of which is treated (under subpart E of part I of subchapter J of chapter 1 of subtitle A of the Code) as owned by a natural person (e.g., a grantor trust), (c) an entity disregarded for U.S. federal income tax purposes and owned (or treated as owned) by a natural person or a trust described in clause (b) of this sentence (e.g., a limited liability company with a single member), (d) an organization described in Sections 401(a) or 501 of the Code or (e) a trust permanently set aside or to be used for a charitable purpose, such Subscriber further appoints the General Partner, with full power of substitution, as the Subscriber’s true and lawful representative and attorney-in-fact, and agent of the Subscriber, to execute, acknowledge, verify, swear to, deliver, record and file, in the Subscriber’s name, place and stead, any agreements necessary to effect (i) the transfer of such Subscriber’s Interest in the Partnership to an entity formed to serve as a “Feeder Fund” for purposes of the Partnership Agreement and (ii) the admission of such Subscriber as a limited partner (or similar participant) in such Feeder Fund on terms substantially identical in all material respects to those of the Partnership, to the maximum extent applicable and with an indirect economic interest in the Partnership identical in all material respects to such Subscriber’s direct economic interest in the Partnership, to the maximum extent applicable, immediately prior to the transfer contemplated by clause (i) of this sentence. To the fullest extent permitted by law, this power of attorney is intended to secure a proprietary interest and the performance by the Subscriber of its obligations hereunder, and is irrevocable and shall survive, and shall not be affected by, the subsequent death, disability, incapacity, incompetency, termination, bankruptcy, insolvency or dissolution of the Subscriber. This power of attorney shall not revoke any prior powers of attorney executed by the Subscriber (including any powers of attorney contained in any documents executed pursuant to a power of attorney) and will terminate upon the complete withdrawal of an assigning Partner from participation in the Partnership.

1.3 Closing. The closing (the “Closing”) of the Subscriber’s subscription for an Interest in the Partnership will take place on such date that is designated by the General Partner (the “Closing Date”). On or before the Closing Date, the Subscriber shall tender executed copies of this Subscription Agreement and the signature page to the Partnership Agreement and any other information requested by the General Partner in connection with this subscription in order to verify the truth and accuracy of the representations contained herein, to the General Partner on behalf of the Partnership. Promptly after the Closing, the General Partner will deliver to the Subscriber or its representative, if the Subscriber’s subscription has been accepted, the Partnership Agreement and the Subscription Agreement executed by or on behalf of the General Partner and any other documents and instruments necessary to reflect the Subscriber’s admission as a limited partner in the Partnership, including any documents and instruments to be delivered pursuant to this Subscription Agreement.

SECTION 2

2.1 Subscriber Representations, Warranties and Covenants. The Subscriber hereby acknowledges, represents and warrants to, and agrees with, the Partnership as follows:

(a) If the Subscriber is a corporation, partnership, trust, estate or other entity, it is empowered, authorized and qualified to subscribe hereunder, to commit capital to the Partnership hereunder and to become a limited partner in and, subject to the terms and conditions of the Partnership Agreement, to make its capital contributions to the Partnership, and the person signing this Subscription Agreement on behalf of such entity has been duly authorized by such entity to do so and has the power to delegate authority pursuant to a power of attorney to be granted under the Partnership Agreement. If the Subscriber is an individual, the Subscriber is of legal age to execute this Subscription Agreement and is legally competent to do so.

(b) The Subscriber is acquiring the Interest for the Subscriber’s own account as principal for investment and not with a present view to the distribution or sale thereof, subject to any requirement of law that its property at all times be within its control.

(c) Immediately prior to the Subscriber’s purchase of the Interest, the Subscriber is a sophisticated investor with such knowledge and experience in financial and business matters that the Subscriber is and will be capable of evaluating and bearing the merits and risks of the prospective investment and the effect of the provisions of Section 8.3 (relating to the consequences of certain defaults on, and breaches of, a Limited Partner’s obligations under the Partnership Agreement) and Section 5.2(b) (relating to the repayment of certain distributions to fund indemnification obligations and other liabilities of the Partnership) of the Partnership Agreement.

(d) The Subscriber has no need for liquidity in this investment, has the ability to bear the economic risk of this investment and at the present time and in the foreseeable future can afford a complete loss of this investment; provided, however, that notwithstanding the foregoing, nothing contained herein shall be deemed a waiver or release of any claim, liability, duty or obligation.

(e) The Subscriber is an “accredited investor” within the meaning of Regulation D promulgated under the Securities Act of 1933, as amended (the “1933 Act”). In particular, and without limitation:

(i) If the Subscriber is an individual, the Subscriber either has (1) an individual net worth or joint net worth with his or her spouse of at least $1,000,000¹ or (2) had an individual income of more than $200,000 in each of the two most recent years or joint income with his or her spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same level in the current year; and

(ii) If the Subscriber is a corporation, partnership, trust or other entity, it was not formed or recapitalized and is not being used primarily for the specific purpose of acquiring an Interest in the Partnership.

(f) The Subscriber (A) is a Qualified Purchaser or a Knowledgeable Employee as such terms are defined in the Investment Company Act of 1940, as amended (the “1940 Act”) and the rules promulgated thereunder, (B) was not formed for the purpose of acquiring an Interest in the Partnership and the Interest it is acquiring will not comprise more than forty percent (40%) of the value of the Subscriber’s total assets or, if applicable, the aggregate capital commitments made by the Subscriber’s partners, members, shareholders or others, and (C) does not permit the holders of securities issued by the Subscriber to elect whether to participate, through the Subscriber, in an investment in the Partnership. If the Subscriber is not able to make the representations and warranties set forth in clause (B) or clause (C) of the preceding sentence, then each owner of the Subscriber’s securities is a Qualified Purchaser capable of making the representations and warranties set for in clause (B) and (C) with respect to its interests in the Subscriber or a Knowledgeable Employee.

¹For purposes of this Subscription Agreement, “net worth” means the excess of the fair value of a Subscriber’s total assets (excluding the fair value of the Subscriber’s primary residence) over the fair value of such Subscriber’s liabilities (excluding any debt secured by the Subscriber’s primary residence up to the fair value of such property unless such debt was incurred within 60 days prior to the date hereof). Any debt secured by the Subscriber’s primary residence in an amount exceeding the fair value of such property, as well as any debt secured by such residence that was incurred within 60 days prior to the date hereof, must be included as a liability in determining the Subscriber’s net worth.

(g) The Subscriber has and shall deliver to the General Partner such information as to certain matters under the 1933 Act, the 1940 Act and the Securities Exchange Act of 1934, as amended, as the General Partner may reasonably request in order to ensure compliance with such Acts and the availability of any exemption thereunder.

(h) The Subscriber has, immediately prior to investing in the Partnership, a net worth in excess of $2,100,000 or has, immediately after investing in the Partnership, at least $1,000,000 managed by the General Partner.

(i) The Subscriber was not offered the opportunity to invest in the Partnership or to acquire the Interests by means of any general solicitation or advertising, such as media, broadcasting over television or radio, advertising, public seminars or meetings, or pursuant to a generally accessible website. None of the Partnership, the General Partner, or any person acting on their behalf offered to sell the Subscriber any Interest by means of general solicitation.

(j) (i) The Subscriber has been furnished with and has carefully read the due diligence materials and disclosure document relating to the Partnership and the co-investment opportunity in the Portfolio Company (collectively, the “Materials”), as amended, restated and/or supplemented through the Initial Closing Date. The Subscriber has reviewed any other information materials that were provided by the General Partner, and the Partnership Agreement, and has read and understands the risks of, and other considerations relating to, a purchase of the Interest and the Partnership’s investment objectives, policies and strategies.

(ii) Other than as set forth in the Partnership Agreement and any separate agreement in writing with the General Partner on behalf of the Partnership executed in conjunction with the Subscriber’s subscription for Interests, the Subscriber is not relying, and will not rely with respect to its Interests, upon any other information (including, without limitation, any advertisement, article, notice or other communication published in any newspaper, magazine, website or similar media or broadcast over television or radio, and any seminars or meetings whose attendees have been invited by any general solicitation or advertising), representation or warranty by the Partnership, the General Partner, the Investment Adviser, any Affiliate of the foregoing or any of their respective members, shareholders, stockholders, unitholders or partners (in each case in their respective capacities as such), officers, directors, employees, operating executives, consultants, advisors, and senior advisors and any other Person who serves at the request of the General Partner on behalf of the Partnership as an officer, director, partner, member, consultant, senior advisor, operating executive or employee of or advisor to any other entity (each, a “DC-Related Party”), written or otherwise, in determining to invest in the Partnership, and expressly acknowledges that no DC-Related Party makes any representations or warranties to it in connection therewith. The Subscriber (i) is in any event, and without limiting the foregoing sentence, not relying upon any information, representation or warranty by any DC-Related Party in evaluating the Portfolio Company, and expressly acknowledges that no DC-Related Party has made any representations or warranties to it in connection therewith, and (ii) has independently and without reliance on any DC-Related Party, based on such documents and information as the Subscriber has deemed appropriate, made its own appraisal of, and investigation into, the business, operations, property, financial and other condition, creditworthiness of the Partnership and the Portfolio Company.

(iii) The Subscriber acknowledges and agrees that (x) DC-Related Parties have had meetings and discussions with directors, officers, employees, agents, representatives and advisors of the Portfolio Company regarding various matters concerning the Portfolio Company, and have received oral and written information concerning the Portfolio Company that may be non-public and may be deemed material to a decision to invest in the Interests (the “Portfolio Company Information”), (y) no DC-Related Party will have any duty or responsibility to provide the Subscriber with any Portfolio Company Information, including any information regarding the business, operations, property, financial and other condition and creditworthiness of the Portfolio Company or otherwise review, update or correct any inaccuracy in any such information (or any assumptions upon which such information is based) supplied by it or by any other person and (z) it desires to invest in the Interests as contemplated hereby and it does not and will not have, and it hereby waives, to the fullest extent permitted by applicable law, any claims against all DC-Related Parties as a result of any Portfolio Company Information that may be in their possession. The Subscriber acknowledges and agrees that an investment in the Partnership is not equivalent to an investment in the Portfolio Company.

(k) Unless otherwise disclosed to the General Partner in writing, the Subscriber will be the sole record and beneficial owner of the Subscriber’s Interest.

(l) To the full satisfaction of the Subscriber, the Subscriber has been given the opportunity to ask questions of, and receive answers from, the General Partner, its affiliates and/or their respective personnel relating to the Partnership, concerning the terms and conditions of this offering and other matters pertaining to this investment, and has had access to such financial and other information concerning the Partnership as it has considered necessary to make a decision to invest in the Partnership and has availed itself of this opportunity to the full extent desired.

(m) No representations or warranties have been made to the Subscriber with respect to this investment or the Partnership other than the representations of the General Partner set forth herein, in the Partnership Agreement, or in any side letter executed in connection with this Subscription Agreement, and the Subscriber has not relied upon any representation or warranty not provided herein or therein in making this subscription and the Subscriber understands that the information contained in the Materials, including the risk factors and conflicts of interests is not intended to convey tax or legal advice.

(n) If all or part of the funds that the Subscriber is using or will use to purchase the Interest hereby subscribed for are assets of an employee benefit plan as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), subject to Title I of ERISA, or a plan described in Section 4975(e)(1) of the Internal Revenue Code of 1986 (the “Code”) to which Section 4975 of the Code applies, or an entity the assets of which are deemed to be plan assets pursuant to Department of Labor Regulation 29 C.F.R. Section 2510.3-101, as modified by Section 3(42) of ERISA, as amended:

(i) The funds so constituting plan assets have been identified in writing to the General Partner in such manner and on such terms and conditions as set forth on Annex I hereto.

(ii) Its proposed purchase of an Interest is permissible under the documents governing the investment of such plan assets to the extent any such requirements are applicable.

(iii) In making the proposed purchase of an Interest, it is aware of and has taken into consideration the diversification requirements of Section 404(a)(1) of ERISA and the decision to invest plan assets in the Partnership is consistent with the provisions of ERISA that require diversification in the investment of plan assets to the extent any such requirements are applicable.

(iv) It has concluded that the proposed purchase of an Interest is prudent and is consistent with other applicable fiduciary responsibilities under ERISA to the extent any such requirements are applicable.

(o) If the Subscriber is not a “United States person,” as defined below, the Subscriber has heretofore notified the General Partner in writing of its status as such a person and has provided all relevant Internal Revenue Service forms to the General Partner (including, without limitation, IRS Forms W-8BEN-E, W-8ECI, W-8EXP and/or W-8IMY) necessary to permit the General Partner to determine the Partnership's or any of its affiliates' withholding obligations. If the Subscriber is a "United States person," as defined below, the Subscriber has provided a duly executed IRS Form W-9 to the General Partner. For this purpose, “United States person” means a citizen or resident of the United States, a corporation, partnership or other entity created or organized in or under the laws of the United States or any political subdivision thereof, an estate the income of which is subject to United States federal income taxation regardless of its source, or a trust if it (i) is subject to the primary supervision of a court within the United States and one or more U.S. persons have the authority to control all substantial decisions of the trust or (ii) has a valid election in effect under applicable U.S. Treasury regulations to be treated as a United States person.

(p) The information provided herein and in the Annexes hereto is accurate and complete as of the date hereof. If there should be any material change in any such information prior to the admission of the Subscriber as a Limited Partner to the Partnership, the Subscriber will promptly furnish accurate and complete information concerning such material change to the General Partner.

(q) Assuming that the assets of the Partnership do not and will not constitute “plan assets” for purposes of ERISA, the execution and delivery of this Subscription Agreement and the Partnership Agreement by the Subscriber and the performance of its duties and obligations hereunder and thereunder do not result in a breach of any of the terms, conditions or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, credit agreement, note or other evidence of indebtedness, or any lease or other agreement, or any license, permit, franchise or certificate, to which the Subscriber is a party or by which it is bound or to which any of its properties are subject, or require any authorization or approval under or pursuant to any of the foregoing, or violate in any material respect any statute, regulation, law, order, writ, injunction or decree to which the Subscriber is subject.

(r) The Partnership will not accept the investment of funds by natural persons or entities acting, directly or indirectly, in contravention of any applicable money laundering regulations or conventions of the United States or other international jurisdictions, or directly or indirectly owned or controlled, or acting on behalf of “Specially Designated National or Blocked Persons” or other banned or blocked persons, terrorists, terrorist organizations or narcotics traffickers, including those persons or entities (i) that are included on any relevant list maintained by the United Nations, the North Atlantic Treaty Organization, the Organization for Economic Cooperation and Development, the Financial Action Task Force, the U.S. Office of Foreign Assets Control, the U.S. Securities and Exchange Commission, the U.S. Federal Bureau of Investigation, the U.S. Central Intelligence Agency, and the U.S. Internal Revenue Service, (ii) with whom a citizen of the United States is prohibited from engaging in transactions by any trade embargo, economic sanction, or other prohibition of United States law, rule, regulation or executive order of the President of the United States, (iii) that are foreign shell banks²or providing banking services indirectly to a foreign shell bank, or (iv) whose funds or assets are beneficially owned, directly or indirectly, by any person or entity that is a citizen of, domiciled in, or organized under the laws of Russia, China, Iran, North Korea, Cuba, Syria, Ukraine or Venezuela or otherwise subject to trade restrictions under United States law, including but not limited to the International Emergency Economic Powers Act, The Trading with the Enemy Act and any rule, regulation or executive order of the President of the United States promulgated thereunder, as any of the items referenced in or contemplated by clause (i), (ii), (iii) or (iv) may be amended, enacted or promulgated from time to time (“Prohibited Investments”). The Subscriber represents and warrants that the proposed subscription for, and subsequent acquisition and holding of, Interests in the Partnership, whether made on the Subscriber’s own behalf or, if applicable, as an agent, trustee, representative, intermediary, nominee, or in a similar capacity on behalf of any other person or entity, nominee account or beneficial owner, whether a natural person or entity (each an “Underlying Beneficial Owner”), is not (nor on behalf of), directly or indirectly, a Prohibited Investment, and further represents and warrants that none of the funds that the Subscriber has paid or contributed, or will pay or contribute to the Partnership has been or will be derived, directly or indirectly, from any activity that contravenes any United States federal or state or international laws and regulations, including anti-money laundering laws and regulations. The Subscriber further represents and warrants that it will promptly notify the Partnership of any change in its status or the status of any Underlying Beneficial Owner(s) with respect to its representations and warranties regarding Prohibited Investments.

² A “foreign shell bank” is a foreign bank without a physical presence in any country.

(s) If the Subscriber is a financial institution subject to the anti-money laundering (“AML”) program requirements of the USA PATRIOT Act of 2001 (the “PATRIOT Act”), and is NOT acting on behalf of one or more Underlying Beneficial Owner(s) in connection with this subscription, the Subscriber represents and warrants that it has adopted and implemented AML programs required by the PATRIOT Act and the regulations promulgated thereunder.

(t) If the Subscriber is a financial institution subject to the AML program requirements of the PATRIOT Act, and is acting on behalf of one or more Underlying Beneficial Owner(s) in connection with this subscription, the Subscriber represents and warrants that it has (i) implemented a customer identification program as required under Section 326 of the PATRIOT Act and the regulations promulgated thereunder, (ii) conducted the required due diligence on the Underlying Beneficial Owner(s) on whose behalf the Subscriber is acting, and (iii) retained and will continue to retain evidence of any such identities, any such source of funds and any such due diligence.

(u) The Partnership is, or may in the future become subject to, money laundering statutes, regulations and conventions of the United States or other international jurisdictions, and the Subscriber agrees to execute instruments, provide information, or perform any other acts as may reasonably be requested by the General Partner, or other authorized representative of the Partnership, for the purpose of: (i) carrying out due diligence as may be required by applicable law to establish the identity of (A) the Subscriber, (B) any Underlying Beneficial Owner(s) of the Subscriber and (C) any investors, partners, members, directors, officers, beneficiaries or grantors of the Subscriber, and any Underlying Beneficial Owner(s) of such investors, partners, members, directors, officers, beneficiaries or grantors, as applicable; (ii) maintaining records of identities, or verifications or certifications as to identities; and (iii) taking any other actions as may be required to comply with and remain in compliance with money laundering or related statutes, regulations or conventions applicable to the Partnership.

(v) The Subscriber authorizes and consents to the General Partner, or other authorized representative of the Partnership, contacting each bank or other financial institution with which the Subscriber maintains an account from which funds used to acquire Interests in the Partnership will be drawn, and verifying with each such bank or other financial institution the identity of the Subscriber.

(w) The Subscriber authorizes and consents to the General Partner, on behalf of the Partnership, releasing information about the Subscriber and, if applicable, any Underlying Beneficial Owner(s), to the appropriate governmental or regulatory authorities if the General Partner, in its reasonable discretion, determines that it is in the best interests of the Partnership in light of applicable statutes, regulations and conventions concerning Prohibited Investments.

(x) The Subscriber acknowledges that if, following its investment in the Partnership, the General Partner has knowledge or good faith reason to believe that the Subscriber has made, directly or indirectly, a Prohibited Investment, the General Partner has the right, including as required by United States federal or state or international laws and regulations, to prohibit additional investments, segregate the assets constituting the investment in accordance with applicable regulations or immediately require the Subscriber to withdraw from the Partnership. If the Subscriber is required to completely withdraw from the Partnership, the Subscriber shall bear any and all fees and expenses incurred by the General Partner, the Partnership or their respective Affiliates to effect such withdrawal, and to the fullest extent permitted by law, the Subscriber further acknowledges that it will have no claim against the Partnership, the General Partner or any of their respective Affiliates or agents for any form of damages as a result of any of the foregoing actions.

(y) Notwithstanding anything expressed or implied to the contrary in this Subscription Agreement, the Partnership Agreement and any other Partnership documents, each Subscriber and prospective investor (and each employee, representative or other agent of each such Subscriber and prospective investor) may disclose to any and all persons, without limitation of any kind, the tax treatment and any facts that may be relevant to the tax structure of the transactions contemplated by this Subscription Agreement, the Materials, the Partnership Agreement and the agreements referred to therein, and all materials of any kind (including opinions or other tax analyses) that are provided to any such persons relating to such tax treatment and tax structure, provided, however, that no Subscriber or prospective investor (and no employee, representative, or other agent thereof) shall take any action that would violate any applicable federal, state or provincial securities laws.

(z) The Subscriber hereby acknowledges and agrees that Simpson Thacher & Bartlett LLP and its affiliates and any other law firm retained by the General Partner in connection with the organization of the Partnership, the offering of Interests in the Partnership, the management and operation of the Partnership, or any dispute between the General Partner and any Limited Partner, is acting as counsel to the General Partner and as such does not represent or owe any duty to such Limited Partner or to the Limited Partners as a group.

(aa) The Subscriber will promptly provide, at any times requested by the General Partner, any information (or verification thereof) the General Partner deems necessary for (i) the Partnership to enter into an agreement described in Section 1471(b) of the Code, and any information required to comply with the terms of that agreement on an annual or more frequent basis, (ii) the Partnership (or any Alternative Investment Vehicle) to comply with (x) any intergovernmental agreement entered into in connection with Sections 1471 through 1474 of the Code and any U.S. Department of Treasury Regulations, forms, instructions or other guidance issued pursuant thereto, the intergovernmental agreement between the United Kingdom and the Cayman Islands, any law that implements the Organisation for Economic Co-operation and Development’s Common Reporting Standard or any similar regime or (y) any laws or other requirements enacted by any jurisdiction to implement any such intergovernmental agreement or other such regime (such agreements, regimes, laws or other requirements in clauses (i) and (ii) individually a “International Tax Reporting Regime” and, collectively, “International Tax Reporting Regimes”), or (iii) the Partnership (or any Alternative Investment Vehicle) in connection with any tax matters. The Subscriber agrees to waive any provision of foreign law that would, absent a waiver, prevent compliance with such requests and acknowledges that, if the Subscriber fails to provide such waiver, it may be required by the General Partner to withdraw from the Partnership (or any Alternative Investment Vehicle) if necessary to comply with any International Tax Reporting Regime. In addition, the Subscriber acknowledges that if it fails to supply such information on a timely basis, it may be subject to a 30% U.S. withholding tax imposed on (i) U.S.-sourced dividends, interest and certain other income; and (ii) gross proceeds from the sale or other disposition of U.S. stocks, debt instruments and certain other assets.

(bb) With respect to Canadian Investors. The Subscriber, or any ultimate purchaser for which such purchaser is acting as agent, is entitled under applicable Canadian securities laws to purchase the Interests without the benefit of a prospectus qualified under such securities laws, and without limiting the generality of the foregoing is also a “Canadian permitted client” as defined in section 8.26 of NI 31-103.

(cc) The Subscriber is not a person created or used solely to purchase or hold the Interests as an “accredited investor” as described in paragraph (m) of the definition of “accredited investor” in section 1.1 of National Instrument 45-106 – Prospectus Exemptions.

(dd) The Subscriber acknowledges that this Subscription Agreement and the appendices hereto require the Subscriber to provide certain personal information to the Partnership. Such information is being collected by the Partnership for the purposes of completing the offering of Interests, which includes determining the Subscriber’s eligibility to purchase the Interests under applicable securities laws and completing filings required by any securities regulatory authority. The Subscriber’s personal information may be disclosed by the Partnership to: (a) securities regulatory authorities, (b) any regulatory or taxing authorities with jurisdiction of the Partnership and its investments, and (c) any of the other parties involved in the offering of Interests, including legal counsel to the Partnership and may be included in record books in connection with offering of Interests. By executing this Subscription Agreement, the Subscriber is deemed to be consenting to the foregoing collection, use and disclosure of the Subscriber’s personal information. The Subscriber also consents to the filing of copies or originals of any of the Subscriber’s documents described herein as may be required to be filed with any securities regulatory authority in connection with the transactions contemplated hereby.

(ee) With respect to Canadian Investors. The Subscriber hereby: (i) acknowledges that it has been notified by the Partnership of the delivery to the applicable securities commissions of the full name, residential address, telephone number and email address of the Subscriber; the date of distribution, number of securities purchased and total purchase price; the exemption relied on (including if applicable, the name and position of the director, executive officer, control person or founder with whom the Subscriber claimed a relationship and whether the Subscriber is an insider of the Partnership or a registrant; (ii) acknowledges that this information is being collected by the applicable securities commission under the authority granted in securities legislation, that this information is being collected for the purposes of the administration and enforcement of the securities legislation of the local jurisdiction, and of the title, business address and business telephone number of the public official in the local jurisdiction, as set out in this form; and (iii) authorizes the indirect collection of the information by the applicable securities commissions. Should the Subscriber have any questions or concerns with respect to the foregoing, the contact information of the public official in the local jurisdiction who can answer such questions or address such concerns about the applicable securities commissions’ indirect collection of personal information is provided below:

Alberta Securities Commission		Office of the Superintendent of Securities
Suite 600, 250 – 5th Street SW		Government of Yukon
Calgary, Alberta T2P 0R4		Department of Community Services
Telephone: (403) 297-6454		307 Black Street, 1st floor
Toll free in Canada: 1-877-355-0585		Box 2703, C-6
Facsimile: (403) 297-2082		Whitehorse, Yukon Y1A 2C6
		Telephone: (867) 667-5466
		Facsimile: (867) 393-6251
		Email:Securities@gov.yk.ca

British Columbia Securities Commission		Government of the Northwest Territories
P.O. Box 10142, Pacific Centre		Office of the Superintendent of Securities
701 West Georgia Street		P.O. Box 1320
Vancouver, British Columbia V7Y 1L2		Yellowknife, Northwest Territories X1A 2L9
Toll free in Canada: 1-800-373-6393		Attention: Deputy Superintendent, Legal &
Facsimile: (604) 899-6581		Enforcement
Email: inquiries@bcsc.bc.ca		Telephone: (867) 920-8984
		Facsimile: (867) 873-0243

The Manitoba Securities Commission		Nova Scotia Securities Commission
500 - 400 St. Mary Avenue		Suite 400, 5251 Duke Street
Winnipeg, Manitoba R3C 4K5		Duke Tower
Telephone: (204) 945-2548		P.O. Box 458
Toll free in Manitoba 1-800-655-5244		Halifax, Nova Scotia B3J 2P8
Facsimile: (204) 945-0330		Telephone: (902) 424-7768
		Facsimile: (902) 424-4625

Financial and Consumer Services Commission (New Brunswick)		Government of Nunavut
85 Charlotte Street, Suite 300		Department of Justice
Saint John, New Brunswick E2L 2J2		Legal Registries Division
Telephone: (506) 658-3060		P.O. Box 1000, Station 570
Toll free in Canada: 1-866-933-2222		1st Floor, Brown Building
Facsimile: (506) 658-3059		Iqaluit, Nunavut X0A 0H0
Email: info@fcnb.ca		Telephone: (867) 975-6590
		Facsimile: (867) 975-6594

Government of Newfoundland and Labrador		Ontario Securities Commission
Financial Services Regulation Division		20 Queen Street West, 22nd Floor
P.O. Box 8700		Toronto, Ontario M5H 3S8
Confederation Building		Telephone: (416) 593- 8314
2nd Floor, West Block		Toll free in Canada: 1-877-785-1555
Prince Philip Drive		Facsimile: (416) 593-8122
St. John’s, Newfoundland and Labrador A1B 4J6		Email: exemptmarketfilings@osc.gov.on.ca
Attention: Director of Securities		Public official contact regarding indirect collection of
Telephone: (709) 729-4189		information: Inquiries Officer
Facsimile: (709) 729-6187

Autorité des marchés financiers		Prince Edward Island Securities Office
800, Square Victoria, 22e étage		95 Rochford Street, 4th Floor Shaw Building
C.P. 246, Tour de la Bourse		P.O. Box 2000
Montréal, Québec H4Z 1G3		Charlottetown, Prince Edward Island C1A 7N8
Telephone: (514) 395-0337 or 1-877-525-0337		Telephone: (902) 368-4569
Facsimile: (514) 873-6155 (For filing purposes only)		Facsimile: (902) 368-5283
Facsimile: (514) 864-6381 (For privacy requests only)
Email:
financementdessocietes@lautorite.qc.ca (For corporate finance issuers);
fonds_dinvestissement@lautorite.qc.ca (For investment fund issuers)

Financial and Consumer Affairs Authority of Saskatchewan
Suite 601 - 1919 Saskatchewan Drive
Regina, Saskatchewan S4P 4H2
Telephone: (306) 787-5879
Facsimile: (306) 787-5899

(ff) The Subscriber confirms that it is its wish that this Subscription Agreement, as well as any other documents relating to this Subscription Agreement, including notices, schedules and authorizations, have been and shall be drawn up in the English language only. Les souscripteurs confirment leur volonté que la présente convention, de même que tous les documents s’y rattachant, y compris tout avis, annexe et autorisation, soient rédigés en anglais seulement.

2.2 Investor Awareness. The Subscriber acknowledges that the Subscriber is aware that:

(a) No federal or state agency has passed upon the Interests or made any finding or determination as to the fairness of this investment. The Partnership Agreement has not been filed with the Securities and Exchange Commission or with any securities administrator under state or other securities laws.

(b) There are substantial risks incident to the purchase of Interests, including the information materials that were provided by the General Partner.

(c) There are substantial restrictions on the transferability of the Interests under the Partnership Agreement and under applicable law; there is no established market for the Interests and no public market for the Interests will develop; the Interests will not be, and investors in the Partnership have no rights to require that the Interests be, registered under the 1933 Act or the securities laws of the various states and therefore cannot be resold, pledged, assigned or otherwise disposed of unless subsequently registered or unless an exemption from such registration is available; the Subscriber may have to hold the Interest herein subscribed for and bear the economic risk of this investment indefinitely and it may not be possible for the Subscriber to liquidate its investment in the Partnership.

(d) With respect to the tax and other legal consequences of an investment in the Interest, the Subscriber is relying solely upon the advice of its own tax and legal advisors and not upon the general discussion of such matters set forth in the information materials that were provided by the General Partner.

(e) The General Partner and its affiliates will receive substantial compensation in connection with the Partnership irrespective of the success of its operation and, to the extent permitted by the Partnership Agreement, the General Partner and its affiliates are (and in the future may continue to be) engaged in businesses that are competitive with that of the Partnership. Subject to the restrictions contained in the Partnership Agreement, the Subscriber agrees and consents to these activities of the General Partner and its affiliates even though there are conflicts of interest inherent in such activities and even though the Subscriber will have no interest in such activities except as set forth in the Partnership Agreement.

(f) The Subscriber will be subject to the default provisions set forth in the Partnership Agreement in the event the Subscriber fails to make capital contributions as required under the Partnership Agreement.

(g) By submitting its subscription for the Interest, the Subscriber agrees to comply with and be bound by the terms of the Partnership Agreement, including, without limitation, the irrevocable appointment of the General Partner, and the successors and assigns of the General Partner, as the Subscriber’s true and lawful attorney-in-fact with the power and authority set forth in Section 11.2 of the Partnership Agreement, subject to any side letters executed in connection with this Subscription Agreement.

(h) With respect to Canadian Investors. The distribution of the Interests in Canada is being made on a private placement basis only and is exempt from the requirement that the Partnership prepares and files a prospectus with the relevant Canadian securities regulatory authorities. Accordingly, any resale of the Interests must be made in accordance with applicable Canadian securities laws which may require resales to be made in accordance with prospectus and dealer registration requirements or exemptions from the prospectus and dealer registration requirements. These resale restrictions may in some circumstances apply to resales of the Interests outside of Canada. Canadian purchasers are advised to seek legal advice prior to any resale of the Interests. The Partnership is not a “reporting issuer”, as such term is defined under applicable Canadian securities laws, in any province or territory of Canada. Canadian Subscribers are advised that the Partnership is not required to file a prospectus or similar document with any securities regulatory authority in Canada qualifying the resale of the Interests to the public in any province or territory of Canada.

2.3 Additional Information. The Subscriber shall provide the information requested in the Annexes hereto and agrees to provide such information and execute and deliver such documents with respect to itself and its direct and indirect beneficial owners as the General Partner and/or the Partnership may from time to time reasonably request to verify the accuracy of the Subscriber’s representations and warranties herein, establish the identity of the Subscriber and the direct and indirect participants in its investment in Interests, to the extent applicable and/or to comply with any law, rule or regulation to which the Partnership, the Partnership’s existing or potential Investments, the General Partner, and/or the Investment Adviser may be subject, including, without limitation, compliance with anti-money laundering laws and regulations or for any other reasonable purpose.

SECTION 3

3.1 General Partner Representations. The General Partner represents to the Subscriber as follows:

(a) The General Partner is empowered, authorized and qualified to enter into this Subscription Agreement, individually and on behalf of the Partnership, the Partnership Agreement and any side letter with respect to such Subscriber, and to become the general partner of the Partnership, and the person signing this Subscription Agreement, the Partnership Agreement and any side letter with respect to such Subscriber on behalf of the General Partner has been duly authorized by the General Partner to do so.

(b) The execution and delivery of this Subscription Agreement, the Partnership Agreement and any side letter by the General Partner and the performance of its duties and obligations hereunder and thereunder do not result in a breach of any of the terms, conditions or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, credit agreement, note or other evidence of indebtedness, or any lease or other agreement, or any license, permit, franchise or certificate, to which the General Partner is a party or by which it is bound or to which any of its properties are subject, or require any authorization or approval under or pursuant to any of the foregoing, or violate in any material respect any statute, regulation, law, order, writ, injunction or decree to which the General Partner is subject.

(c) The General Partner is not in default (nor has any event occurred which with notice, lapse of time, or both, would constitute a default) under any representation or warranty, or in the performance of any obligation, agreement or condition contained in this Subscription Agreement or in the Partnership Agreement, any indenture, mortgage, deed of trust, credit agreement, note or other evidence of indebtedness or any lease or other agreement or understanding, or any license, permit, franchise or certificate, to which it is a party or by which it is bound or to which its properties are subject, nor is it in violation of any statute, regulation, law, order, writ, injunction, judgment or decree to which it is subject, which default or violation would materially adversely affect the business or financial condition of the General Partner or the Partnership or impair the General Partner’s ability to carry out its obligations under this Subscription Agreement, the Partnership Agreement or any side letter.

(d) There is no litigation, investigation or other proceeding pending or, to the knowledge of the General Partner, threatened against the General Partner or its affiliates which, if adversely determined, would materially adversely affect the business or financial condition of the General Partner or the ability of the General Partner to perform its obligations under this Subscription Agreement, the Partnership Agreement or any side letter.

SECTION 4

4.1 Conditions to Closing. The Subscriber’s obligations hereunder are subject to the fulfillment (or waiver by the Subscriber), prior to or at the time of the Closing Date on which the Subscriber will be admitted as a limited partner in the Partnership, of the following conditions:

(a) Partnership Agreement. The Partnership Agreement shall have been authorized, executed and delivered by or on behalf of the General Partner and all filings shall have been made as required by the Delaware Revised Uniform Limited Partnership Act.

(b) Performance. The Partnership and the General Partner shall have duly performed and complied in all material respects with all agreements and conditions contained in this Subscription Agreement required to be performed or complied with by them prior to or at the Closing Date on which the Subscriber will be admitted as a limited partner in the Partnership.

SECTION 5

5.1 Indemnity. The Subscriber understands that the information provided herein will be relied upon by the Partnership for the purpose of determining the eligibility of the Subscriber to purchase an Interest in the Partnership. The Subscriber agrees to notify the General Partner immediately if any representation or warranty or information contained in this Subscription Agreement becomes untrue at any time. The Subscriber agrees, to the fullest extent permitted by law, to indemnify and hold harmless the General Partner, Digital Bridge, Colony, the Partnership and the Limited Partners against any and all losses, liabilities, claims, damages and expenses whatsoever (including attorneys’ fees and disbursements, judgments, fines and amounts paid in settlement) arising out of or based upon any breach or failure by the Subscriber to comply with any representation, warranty, covenant or agreement made by it herein or in any other document furnished by it to any of the foregoing pursuant to this Subscription Agreement.

5.2 Acceptance or Rejection.

(a) At any time prior to the Closing Date on which the Subscriber will be admitted as a limited partner in the Partnership and notwithstanding the Subscriber’s prior receipt of a notice of acceptance of the Subscriber’s subscription, the General Partner shall have the right to accept or reject this subscription in whole or in part for any reason whatsoever. If this subscription is not accepted by the General Partner on the Closing Date, this subscription shall be deemed to be rejected.

(b) If this subscription is accepted, the General Partner promptly shall notify the Subscriber of such acceptance and the General Partner will execute a copy of this Subscription Agreement and the Partnership Agreement and return a copy to the undersigned.

(c) In the event of rejection of this subscription or if, for any reason whatsoever, the formation of the Partnership is not completed prior to the last date specified for the Closing on which the Subscriber will be admitted as a limited partner in the Partnership in Section 1.3, the General Partner promptly thereupon shall return to the Subscriber the copies of this Subscription Agreement and the Partnership Agreement and any other documents submitted herewith, and this Subscription Agreement and the Partnership Agreement shall have no further force or effect thereafter.

5.3 Modification. Neither this Subscription Agreement nor any provisions hereof shall be modified, changed, discharged or terminated except by an instrument in writing signed by the party against whom any waiver, change, discharge or termination is sought.

5.4 Revocability. Except as otherwise provided herein, this Subscription Agreement may not be withdrawn or revoked by the Subscriber in whole or in part without the consent of the General Partner.

5.5 Notices. All notices, consents, requests, demands, offers, reports and other communications required or permitted to be given pursuant to this Subscription Agreement shall be in writing and shall be considered properly given and received when personally delivered to the party entitled thereto, or when sent by facsimile with confirmation of transmission received, or by overnight courier when delivered to the address set forth below, or seven (7) business days after being sent by certified United States mail, return receipt requested, in a sealed envelope, with postage prepaid, addressed, if to the Partnership or to the General Partner, c/o DC Front Range GP, LLC, 750 Park of Commerce Drive, Boca Raton, FL 33487 with a copy to Colony Capital Inc., 515 South Flower Street, 44th Floor, Los Angeles, CA 90071, and, if to the Subscriber, to the address set forth below the Subscriber’s signature on the counterpart of this Subscription Agreement which the Subscriber originally executed and delivered to the Partnership; provided, however, that any notice sent by facsimile shall be promptly followed by a copy of such notice sent by mail or overnight courier in the manner described herein. The Partnership or the Subscriber may change its address by giving notice to the other.

5.6 Counterparts. This Subscription Agreement may be executed in multiple counterpart copies, each of which shall be considered an original and all of which constitute one and the same instrument binding on all the parties, notwithstanding that all parties are not signatories to the same counterpart.

5.7 Successors. Except as otherwise provided herein, this Subscription Agreement and all of the terms and provisions hereof shall be binding upon and inure to the benefit of the parties and their respective heirs, executors, administrators, successors, trustees and legal representatives. If the Subscriber is more than one person, the obligation of the Subscriber shall be joint and several and the agreements, representations, warranties and acknowledgements herein contained shall be deemed to be made by and be binding upon each such person and such person’s heirs, executors, administrators, successors, trustees and legal representatives.

5.8 Assignability. This Subscription Agreement is not transferable or assignable by the Subscriber. Any purported assignment of this Subscription Agreement shall be null and void.

5.9 Entire Agreement. This Subscription Agreement, the Annexes attached hereto and the Partnership Agreement (it being acknowledged and agreed that the General Partner or the Partnership may enter into other written agreements with Limited Partners, executed contemporaneously with the admission of such Limited Partners to the Partnership or thereafter, affecting the terms of this Subscription Agreement or the Partnership Agreement in order to meet certain requirements of such Limited Partners, and to the extent the terms of any other such written agreement are inconsistent with the terms of this Subscription Agreement or the Partnership Agreement, the terms of such other written agreement shall prevail over the inconsistent provisions of this Subscription Agreement as regards the Limited Partner or Limited Partners who are parties to or otherwise are entitled to the benefits of such other written agreement) contain the entire agreement of the parties with respect to the subject matter hereof and thereof, and supersede all other prior agreements and undertakings, both written and oral, among the parties, or any of them, with respect to the subject matter hereof and thereof other than the terms of any side letter executed by the Subscriber and the General Partner in connection herewith.

5.10 APPLICABLE LAW. THIS SUBSCRIPTION AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE WITHOUT GIVING EFFECT TO PRINCIPLES RELATING TO CONFLICT OR CHOICE OF LAWS.

5.11 Survival. The representations and warranties in Sections 2.1, 2.2 and 3.1 and the provisions of Section 5.1 shall, in the event this subscription is accepted, survive such acceptance and the formation and dissolution of the Partnership.

[Remainder of Page Intentionally Left Blank]

SIGNATURE PAGE FOR

DC FRONT RANGE HOLDINGS I, LP

SUBSCRIPTION AGREEMENT

IN WITNESS WHEREOF, the undersigned has executed this Subscription Agreement as of _____________________, 201__.

	Signature of Subscriber
	(if individual)


	Name:
	(Print Name of Subscriber)

Amount of Capital Commitment:	Signature of Subscriber
	(if other than individual)
$____________________
	Name:

	Name of Subscriber:

	By:
		Name:
		Title:
		(Print Name and Title of Person Signing on Behalf of Subscriber)

Subscriber’s Name, Mailing Address
and Tax Identification Number:
(Name)
(Street)

(City)

(State)

(Zip Code)

(Telephone Number)	______ — ___________________________
(Facsimile Number)	______ — ___________________________

(Tax Identification or Social Security Number)

____________________________

SIGNATURE PAGE FOR

DC FRONT RANGE HOLDINGS I, LP

SUBSCRIPTION AGREEMENT

The foregoing subscription is hereby accepted by the General Partner on behalf of the Partnership, and the terms of the foregoing Subscription Agreement are agreed to by the Partnership and the General Partner, as of ___ ________, 201__.

Amount of Capital Commitment Accepted:	$____________________

	DC FRONT RANGE HOLDINGS I, LP

	By:	DC Front Range GP, LLC,
		its General Partner

	By:
		Name:
		Title:

ANNEX I
TO THE SUBSCRIPTION AGREEMENT OF
DC FRONT RANGE HOLDINGS I, LP

Verification of ERISA Status

Please indicate whether the Subscriber is, or is acting on behalf of, (i) an “employee benefit plan” within the meaning of Section 3(3) of ERISA that is subject to Title I of ERISA, (ii) a “plan” as defined in Section 4975(e)(1) of the Code, including without limitation, an individual retirement account, that is subject to Section 4975 of the Code, (iii) an entity whose underlying assets include plan assets by reason of such a plan’s investment in such entity or (iv) an entity that otherwise constitutes a benefit plan investor within the meaning of Department of Labor Regulation, 29 C.F.R. Section 2510.3-101, as modified by Section 3(42) of ERISA, as amended (the “Plan Assets Rules”) (each of (i), (ii), (iii) and (iv), a “Benefit Plan Investor”).

¨ Yes¨ No

If you checked "Yes" to Question #1, please check all boxes that describe the Subscriber or the entity that the Subscriber is acting on behalf of:

¨ an “employee benefit plan” within the meaning of Section 3(3)
of ERISA or a “plan” as described in Section 4975(e) of the Code
that is subject to Title I of ERISA or Section 4975 of the Code
(e.g., a 401(k) plan).

¨ an individual retirement account (IRA) or an individual
retirement annuity.

¨ an entity or fund whose underlying assets include “plan assets”
by reason of a plan's investment in such entity (e.g., an insurance
company separate account or an entity in which 25% or more of a
class of equity interest is held by Benefit Plan Investors
(calculated in accordance with the Plan Assets Rules)). Please
indicate for the entire period in which the Subscriber will hold the
Interest, the maximum percentage of the investment that will
constitute “plan assets” as defined in Section 3(42) of ERISA:
_____%. A Subscriber that cannot provide the foregoing
percentage herby acknowledges that for purposes of determining
whether Benefit Plan Investors own less than 25% of each class of
equity interests of the Partnership, 100% of the investment shall
be treated as “plan assets”.

¨ an insurance company general account, the underlying assets of
which include “plan assets.” Please indicate for the entire period
in which the Subscriber will hold the Interest, the maximum
percentage of the general account that will constitute “plan assets”
for purposes of Title I of ERISA: _____%. A Subscriber that is
an insurance company acting on behalf of its general account that
cannot provide the foregoing percentage hereby acknowledges
that for purposes of determining whether Benefit Plan Investors
own less than 25% of each class of equity interests of the
Partnership, 100% of the assets of its general account shall be
treated as “plan assets.”

¨ Other:

_________________________________________________

Please indicate whether the Subscriber is a person who has discretionary authority or control with respect to the assets of the Partnership or any person who provides investment advice for a fee (direct or indirect) with respect to such assets or any affiliate of such person (hereinafter, a "Controlling Person").

¨ Yes¨ No

If you checked "Yes" to Question #1, please indicate whether the Subscriber is represented by a "sophisticated investor". A "sophisticated investor" is (i) a bank as defined in Section 202 of the Investment Advisers Act of 1940 or similar institution that is regulated and supervised and subject to periodic examination by a State or federal agency; (ii) an insurance carrier which is qualified under the laws of more than one State to perform the services of managing, acquiring or disposing of assets of a benefit plan; (iii) an investment adviser registered under the Investment Advisers Act of 1940 or, if not registered as an investment adviser under the Investment Advisers Act of 1940 by reason of paragraph (1) of Section 203A of the Investment Advisers Act of 1940, is registered as an investment adviser under the laws of the State (referred to in such paragraph (1)) in which it maintains its principal office and place of business; (iv) a broker-dealer registered under the Securities Exchange Act of 1934; or (v) a fiduciary that holds, or has under management or control, total assets of at least $50 million.

¨ Yes¨ No

If you checked "Yes" to Question #1, please acknowledge the following:

With respect to the transfer of the Interest to the Subscriber or to a subsequent transferee, as applicable, the Subscriber hereby represents and warrants and each such transferee will be required to represent and warrant that either (i) it is not (and is not acting on behalf or using the assets of) (A) an “employee benefit plan ” subject to ERISA, (B) a “plan” subject to Section 4975 of the Code, or (C) an entity whose underlying assets include “plan assets” by reason of a plan's investment in the entity or (ii) it is an entity described in (i) and the purchase, holding and disposition of an Interest will not constitute or result in a prohibited transaction under Section 406 of ERISA or Section 4975 of the Code for which an exemption is not available. Any purported transfer of an Interest to a Subscriber or subsequent transferee, as applicable, that does not comply with the requirements of this provision may be voided by the General Partner.

¨ Please check to acknowledge the above.

Please indicate whether the Subscriber is, and for as long as it has any interest in the Partnership will be, subject to any federal, State, local, non-US or other law or regulation that contains one or more provisions that are substantially similar to any of the fiduciary responsibility or prohibited transaction rules contained in Title I of ERISA or Section 4975 of the Code ("Similar Law").

¨ Yes¨ No

If you checked "Yes" to Question #1 or Question #6, please acknowledge the following:

the fiduciary of the Subscriber agrees that none of the Partnership, the General Partner nor any of their employees, representatives or affiliates have (1) provided any advice or recommendation with respect to the management of any Interest or the advisability of acquiring, holding, disposing or exchanging any Interest, or (2) directed any advice specifically to, or rendered any advice based on the particular needs of, the Subscriber; (B) the fiduciary has taken into consideration its fiduciary duties under ERISA or any Similar Law, including, if applicable, the diversification requirements of Section 404(a)(1)(C) of ERISA, in authorizing the plan's investment in Interests, and has concluded that such investment is prudent; (C) the plan's subscription to invest in Interests is in accordance with the terms of the plan's governing instruments and complies with all applicable requirements of ERISA and Section 4975 of the Code (or, as applicable, Similar Law); (D) the fiduciary is capable of evaluating investment risks independently, both in general and with regard to particular transactions and investment strategies; (E) the fiduciary acknowledges fiduciary status under ERISA or the Code (or, as applicable, Similar Law) with respect to the investment and is responsible for exercising independent judgment in evaluating the investment; and (F) to the extent the Subscriber represents that it is subject to Similar Law, in no event shall the assets of the Partnership be deemed to be subject to such Similar Law.

¨ Please check to acknowledge the above.

ALL SUBSCRIBERS TO REVIEW AND ACKNOWLEDGE THE FOLLOWING:

If the Subscriber, or the entity for which the Subscriber is acting, is an insurance company acting on behalf of its general account, the underlying assets of which include “plan assets,” or an entity whose underlying assets include "plan assets" by reason of a Benefit Plan Investor's investment in the entity, the Subscriber hereby covenants that if, after its initial acquisition of the Interest, at any time during any calendar quarter, the percentage of the assets of such general account or investment (as reasonably determined by the Subscriber) that constitute “plan assets” for purposes of Title I of ERISA or Section 4975 of the Code exceeds the maximum percentage limit set forth above in Question #2, then such Subscriber shall promptly notify the General Partner of such circumstance and the General Partner may require the Subscriber to dispose of all or a portion of the Interest by the end of the following calendar quarter.

¨ Please check to acknowledge the above.

The Subscriber acknowledges that for purposes of determining whether Benefit Plan Investors hold less than twenty-five percent (25%) of the value of each class of equity interest of the Partnership, the value of any equity interest of the Partnership held by Controlling Persons that are not Benefit Plan Investors will be disregarded. The Subscriber acknowledges that, unless specifically allowed by the General Partner, no purchase of an Interest by or proposed transfer of an Interest to a person that has represented that it is a Benefit Plan Investor within the meaning of the Plan Assets Rules or to a Controlling Person will be permitted to the extent that such purchase or transfer would result in persons that have represented that they are Benefit Plan Investors owning 25% or more of the outstanding Interests immediately after such purchase or proposed transfer (such percentage determined in accordance with the Plan Assets Rules).

¨ Please check to acknowledge the above.

10.

The Subscriber acknowledges that the foregoing representations in this Annex I shall be deemed made on each day from the date the Subscriber makes such representations through and including the date on which such Subscriber disposes of the Interest. The Subscriber understands and agrees that the information supplied above and in this Subscription Agreement, will be utilized and relied upon by the General Partner to determine whether Benefit Plan Investors own less than 25% of any class of equity interest of the Partnership, both upon the original issuance of the Interests and upon any subsequent transfer of any equity interest in the Partnership, including, without limitation, the Interests for any reason. The Subscriber (or the Subscriber on behalf of a beneficial owner) covenants and agrees that it will promptly notify the General Partner of any change in its status which affects its representations as set forth above and that the General Partner may require the Subscriber to dispose of all or a portion of the Interest by the end of the following calendar quarter.

¨ Please check to acknowledge the above.

11.

The Subscriber acknowledges and agrees that its investment in and transfers and redemptions of Interests may be limited or disallowed in connection with the representations made above in Question #4 and Question #6.

¨ Please check to acknowledge the above.

ANNEX II

TO THE SUBSCRIPTION AGREEMENT OF
DC FRONT RANGE HOLDINGS I, LP

CERTIFICATION OF NON-FOREIGN STATUS

Section 1445 of the Internal Revenue Code provides that a purchaser of a U.S. real property interest must withhold tax if the seller is a foreign person. Section 1446 of the Internal Revenue Code provides that a partnership must pay a withholding tax to the Internal Revenue Service with respect to a partner’s allocable share of the partnership’s effectively connected taxable income, if the partner is a foreign person. To inform (i) a purchaser of a U.S. real property interest from the Partnership that withholding of tax is not required based on the status of the Subscriber and (ii) the Partnership that the provisions of Section 1446 do not apply, the Subscriber hereby certifies the following:

1. The Subscriber is not a nonresident alien for purposes of U.S. federal income taxation and is not a foreign corporation, foreign partnership, foreign trust or foreign estate (as those terms are defined in the Internal Revenue Code and U.S. Income Tax Regulations).

2. The Subscriber’s Tax Identification or Social Security Number is ___________________.

3. The Subscriber’s principal address is

The undersigned, on behalf of the Subscriber, (i) agrees to notify the Partnership within sixty (60) days of the date the Subscriber becomes a foreign person and (ii) understands that this certification may be disclosed to the Internal Revenue Service by a purchaser of a U.S. real property interest from the Partnership, or by the Partnership itself, and that any false statement made herein could be punished by fine, imprisonment or both.

SIGNATURE PAGE FOR

DC FRONT RANGE HOLDINGS I, LP.

CERTIFICATION OF NON-FOREIGN STATUS

Under penalties of perjury, the undersigned, on behalf of the Subscriber, declares that he has examined this certification and to the best of his knowledge and belief it is true, correct and complete.

	Signature of Subscriber
	(if individual)


	Name:
	(Print Name of Subscriber)

	Signature of Subscriber
	(if other than individual)

	Name:
	(Print Name of Subscriber)

	By:
		Name:
		Title:
		(Print Name and Title of Person Signing
		on Behalf of Subscriber)

ANNEX III

TO THE SUBSCRIPTION AGREEMENT OF
DC FRONT RANGE HOLDINGS I, LP
WITHHOLDING EXEMPTION CERTIFICATE

The attached California Form 590 need only be completed by California entities that meet the description of any of the eight categories set forth on the face of such form.

YEAR

CALIFORNIA FORM

2015 Withholding Exemption Certificate	590
The payee completes this form and submits it to the withholding agent.
Withholding Agent (Type or print)
Name

Payee

Name	¨ SSN or ITIN ¨ FEIN ¨ CA Corp no. ¨ CA SOS file no.

Address (apt./ste., room, PO Box, or PMB no.)

City (If you have a foreign address, see instructions.)	State	ZIP Code

Exemption Reason

Check only one reason box below that applies to the payee.

By checking the appropriate box below, the Payee certifies the reason for the exemption from the California income tax withholding requirements on payment(s) made to the entity or individual.

Individuals — Certification of Residency:

I am a resident of California and I reside at the address shown above. If I become a nonresident at any time, I will promptly notify the withholding agent. See instructions for General Information D, Definitions.

Corporations:

The corporation has a permanent place of business in California at the address shown above or is qualified through the California Secretary of State (SOS) to do business in California. The corporation will file a California tax return. If this corporation ceases to have a permanent place of business in California or ceases to do any of the above, I will promptly notify the withholding agent. See instructions for General Information D, Definitions.

Partnerships or Limited Liability Companies (LLCs):

The partnership or LLC has a permanent place of business in California at the address shown above or is registered with the California SOS, and is subject to the laws of California. The partnership or LLC will file a California tax return. If the partnership or LLC ceases to do any of the above, I will promptly inform the withholding agent. For withholding purposes, a limited liability partnership (LLP) is treated like any other partnership.

Tax-Exempt Entities:

The entity is exempt from tax under California Revenue and Taxation Code (R&TC) Section 23701 ______ (insert letter) or Internal Revenue Code Section 501(c) ______ (insert number). If this entity ceases to be exempt from tax, I will promptly notify the withholding agent. Individuals cannot be tax-exempt entities.

Insurance Companies, Individual Retirement Arrangements (IRAs), or Qualified Pension/Profit Sharing Plans:

The entity is an insurance company, IRA, or a federally qualified pension or profit-sharing plan.

California Trusts:

At least one trustee and one noncontingent beneficiary of the above-named trust is a California resident. The trust will file a California fiduciary tax return. If the trustee or noncontingent beneficiary becomes a nonresident at any time, I will promptly notify the withholding agent.

Estates — Certification of Residency of Deceased Person:

I am the executor of the above-named person’s estate or trust. The decedent was a California resident at the time of death. The estate will file a California fiduciary tax return.

Nonmilitary Spouse of a Military Servicemember:

I am a nonmilitary spouse of a military servicemember and I meet the Military Spouse Residency Relief Act (MSRRA) requirements. See instructions for General Information E, MSRRA.

CERTIFICATE OF PAYEE: Payee must complete and sign below.

Under penalties of perjury, I hereby certify that the information provided in this document is, to the best of my knowledge, true and correct. If conditions change, I will promptly notify the withholding agent.

Payee’s name and title (type or print) ____________________________________Telephone ( ) __________________

Payee’s signature ► ________________________________________________________Date ___________________

For Privacy Notice, get FTB 1131 ENG/SP.

7061153

Form 590 C2 2014

ANNEX IV

TO THE SUBSCRIPTION AGREEMENT OF
DC FRONT RANGE HOLDINGS I, LP

Verification of Status as an “Accredited Investor”

The Subscriber represents and warrants that he/she is an "accredited investor" within the meaning of Regulation D under the Securities Act and has initialed the applicable statements below pursuant to which the Subscriber so qualifies.

For Individuals:

PLEASE INITIAL ALL APPLICABLE STATEMENTS BELOW

1.	_____	The Subscriber's own net worth, taken together with the net worth of the Subscriber's spouse if applicable exceeds $1,000,000.³

2.	_____	The Subscriber had a gross individual gross income in excess of $200,000 (or joint income with the Subscriber's spouse in excess of $300,000) in each of the two previous years and reasonably expects a gross individual income in excess of $200,000 (or joint income with the Subscriber's spouse in excess of $300,000) this year.

3.	_____	The Subscriber is a director or executive officer of the Partnership or a director, executive officer or managing member of the General Partner.

4.	_____	The Subscriber has such knowledge and experience in financial and business matters that he or she is capable of evaluating the merits and risks of investing in the Interests.

For Entities:

PLEASE INITIAL ALL APPLICABLE STATEMENTS BELOW

1.	_____	The Subscriber has total assets in excess of $5,000,000 AND was not formed for the specific purpose of acquiring the securities offered, AND is any of the following:
		· a corporation;

For purposes of this Subscription Agreement, “net worth” means the excess of the fair value of a Subscriber’s total assets (excluding the fair value of the Subscriber’s primary residence) over the fair value of such Subscriber’s liabilities (excluding any debt secured by the Subscriber’s primary residence up to the fair value of such property unless such debt was incurred within 60 days prior to the date hereof). Any debt secured by the Subscriber’s primary residence in an amount exceeding the fair value of such property, as well as any debt secured by such residence that was incurred within 60 days prior to the date hereof, must be included as a liability in determining the Subscriber’s net worth.

	· a partnership;
	· a Massachusetts or similar business trust;
	· an organization described in Section 501(c)(3) of the Internal Revenue Code; OR
	· a plan established and maintained by a state of the United States, its political subdivisions, or any agency or instrumentality of a state of the United States or its political subdivisions, for the benefit of its employees that has total assets in excess of $5,000,000.

2.	_____	The Subscriber is any of the following:
		· a bank, or any savings and loan association or other institution acting in its individual or fiduciary capacity;
		· a broker or dealer;
		· an insurance company;
		· an investment company or a business development company under the Investment Company Act of 1940, as amended;
		· a private business development company under the Investment Advisers Act of 1940; or
		· a Small Business Investment Company licensed by the U.S. Small Business Administration.

3.	_____	The Subscriber is an employee benefit plan within the meaning of ERISA and:
		· investment decisions for the plan are made by a plan fiduciary (as defined in Section 3(21) of ERISA), which is either a bank, a savings and loan association, insurance company or investment adviser registered with the U.S. Securities and Exchange Commission under the Investment Advisers Act of 1940;
		· the plan has total assets in excess of $5,000,000; or
		· the plan is a self-directed plan and investment decisions for such plan are made by any Person that is an "accredited investor" within the meaning of Regulation D under the Securities Act.

4.	_____	The Subscriber is a trust, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000 and whose purchase is directed by a sophisticated person.

5.	_____	The Subscriber is an entity as to which all the equity owners (or, in the case of a trust, all the income beneficiaries) are accredited investors. If only this statement (4) has been initialed (i.e., not 1, 2, or 3), please have each equity owner (or, in the case of a trust, each income beneficiary) fill out and sign the above questionnaire for Individuals or this questionnaire for Entities, as applicable. Please feel free to make copies of these pages for each equity owner (or income beneficiary).

ANNEX V

TO THE SUBSCRIPTION AGREEMENT OF

DC FRONT RANGE HOLDINGS I, LP

Verification of Status as “One Person” under the 1940 Act

You represent and warrant that the Interest purchased by you shall be deemed to be beneficially owned by one person (or such greater number as you have separately disclosed in writing to the General Partner) within the meaning of the United States Investment Company Act of 1940, as amended, and you have answered “Yes” or “No,” as applicable, to each of the statements below.

PLEASE INDIcaTE YOUR ANSWER TO EACH STATEMENT BELOW

Yes

Your investment in the Partnership constitutes more than 40% of your committed capital or total assets.

Yes

You have been formed, organized, reorganized, capitalized or recapitalized for the specific purpose of acquiring an Interest in the Partnership.

Yes

You are a registered investment company under the Investment Company Act or are required to register as an investment company under the Investment Company Act.

Yes

You were formed prior to April 30, 1996, and you would be required to register as an investment company under the Investment Company Act but for your reliance on an exemption pursuant to Section 3(c)(1) or 3(c)(7) thereof.

If you answered “Yes” to any of statements 1 through 4, please indicate the number of beneficial holders of your outstanding securities: ______________. Also, please note that additional information may be requested of you prior to acceptance of your subscription.

Yes

A. You are a participant-directed defined contribution plan, or a partnership or other investment vehicle, in which your partners or participants have or will have discretion as to their participation (or level thereof) indirectly in your investment in the Partnership.

Yes

B. You are a participant-directed defined contribution plan, or a partnership or other investment vehicle, in which your partners or participants have or will have discretion as to investments made by you in the Partnership.

Yes

A. You are (i) a plan established and maintained by a state, its political subdivisions or any agency or instrumentality of a state or its political subdivisions for the benefit of its employees or (ii) an “employee benefit plan” within the meaning of Section 3(3) of ERISA, whether or not it is subject to the provisions of Title I of ERISA, including any U.S. governmental plan, foreign governmental plan or private U.S. or foreign pension plan.

Yes

B. If you answered “Yes” to statement 6.A above:

(1) Is participation in the plan involuntary or compulsory?

Yes

(2) Is an employee’s level of participation in the plan determined by the employee?

Yes

(3) Are any contributions to the plan funded by the employee?

ANNEX VI

TO THE SUBSCRIPTION AGREEMENT OF

DC FRONT RANGE HOLDINGS I, LP

Verification of Status as a “Qualified Purchaser” or “Knowledgeable Employee”

You represent and warrant that you are a “Qualified Purchaser” within the meaning of the United States Investment Company Act of 1940, as amended, and have answered “Yes” or “No” to the applicable statements below pursuant to which you so qualify.

PLEASE INDIcaTE YOUR ANSWER TO EACH STATEMENT BELOW

Yes

You are an entity:

· to which neither Question 1 nor Question 2 contained in Annex V applied;

· which either (a) is not relying on an exemption from registration as an investment company pursuant to Section 3(c)(1) or 3(c)(7) under the Investment Company Act; or (b) is relying on section 3(c)(1) or 3(c)(7) of the Investment Company Act to avoid registration as an investment company and either (i) was formed after April 30, 1996, or (ii) if formed on or before April 30, 1996, all of your beneficial owners acquired their interest in you and have unanimously consented to your treatment as a Qualified Purchaser on or before April 30, 1996;

· which is acting for its own account or the accounts of other Qualified Purchasers; AND

· which in the aggregate owns and/or invests on a discretionary basis not less than $25,000,000 in “investments.”⁴

Please read Annex A to this Subscription Agreement for information regarding what constitutes an “investment” and for information regarding the valuation of any such “investment.”

Yes

You are an entity:

· to which neither Question 1 nor Question 2 contained in Annex V applied;

· which owns not less than $5,000,000 in “investments”; AND

· which is, or is directly or indirectly owned entirely by or for, a “Family Company.”⁵

Yes

You are an entity:

· to which neither Question 1 nor Question 2 contained in Annex V applied;

· which is a trust (other than a trust covered by 2 above) for which the investment in the Partnership is directed by a Qualified Purchaser AND in which each settlor or other person who has contributed assets is a Qualified Purchaser.

Yes

You are an entity (other than an entity formed prior to April 30, 1996 that would be required to register as an investment company under the Investment Company Act but for an exemption under Section 3(c)(1) or 3(c)(7) thereunder) as to which all the equity holders are “Qualified Purchasers” (taking into account the need to look through certain entities under applicable law). If you have answered “Yes” only to this statement 4, please have each equity owner fill out the Investor Questionnaire. Please feel free to make copies of these pages for each equity owner.

A “Family Company” means any entity that is owned directly or indirectly by or for two or more natural persons who are related as siblings or spouses (including former spouses), or direct lineal descendants by birth or adoption, spouses of such persons, the estates of such persons, or foundations, charitable organizations or trusts established by or for the benefit of such persons.

Yes

You are a natural person who beneficially owns not less than $5,000,000 in “investments” either separately or jointly or as community property with your spouse.⁶

Yes

You are a natural person, acting for your own account, or for the account of other “Qualified Purchasers,” who in the aggregate own(s) and invest(s) on a non-discretionary basis, not less than $25,000,000 in “investments.”

Question 7 to be answered ONLY by “insiders” of the Partnership or the General Partner:

Yes

With respect to the Partnership or the General Partner, you are:

· a director, trustee, general partner, managing member, or advisory board member;

· an executive officer;⁷ OR

· an employee⁸ who regularly participates in the investment activities of the Partnership (or affiliated funds) and has performed such role with respect to these or other funds for at least 12 months.

Please read Annex A to this Subscription Agreement for information regarding what constitutes an “investment” and for information regarding the valuation of any such “investment.”

Includes any (a) president, (b) vice president in charge of a business unit, division or function or (c) any other person who performs a policy-making function.

Excludes employees performing solely clerical, secretarial or administrative functions.

ANNEX VII

TO THE SUBSCRIPTION AGREEMENT OF
DC FRONT RANGE HOLDINGS I, LP

Verification of Status for U.S. Tax Purposes

The Subscriber is a Tax Exempt Limited Partner (as such term is defined in Article One of the Partnership Agreement).