Retained Profits Distribution. In connection with the IPO, the Partnership shall distribute $65,300,719.94 of Pre-IPO Accrued and Undistributed Profits of the Partnership (such distribution, the “Profits Distribution”) with respect to the Partnership Units outstanding at the Effective Time on a pro rata basis in accordance with, as applicable, the Interest in Profits or the Percentage Interest represented by such Partnership Units as of such time such Pre-IPO Accrued and Undistributed Profits were earned or accrued (in all cases, as determined by the General Partner), provided that (i) the amount to be distributed to each Selling Class A Common Unit Holder shall be reduced by the amount of such Partnership Unit Holder’s Bonus Responsible Share multiplied by a fraction, the numerator of which equals the number of Class A Common Units being sold by such Selling Class A Common Unit Holder and the denominator of which equals the total number of Class A Common Units held by such holder immediately prior to the sale and (ii) APAM hereby directs that the portion of the Profits Distribution with respect to the Transferred Preferred Units otherwise to be distributed to APAM following the Merger Effective Time (such amount, for purposes of the H&F Corp Merger Agreement, the “Cash Merger Consideration”) instead be distributed to H&F Xxxxxx AIV II, L.P. in partial satisfaction of APAM’s obligations pursuant to the H&F Corp Merger Agreement. The Profits Distribution shall be made promptly after the closing of the IPO. For the avoidance of doubt, APAM shall not be entitled to receive any of the Profits Distribution with respect to its GP Units.
