UNDERWRITING AGREEMENTUnderwriting Agreement • August 1st, 2016 • OM Asset Management PLC • Investment advice • New York
UNDERWRITING AGREEMENTUnderwriting Agreement • November 17th, 2017 • OM Asset Management PLC • Investment advice • New York
OM Asset Management plc, a public limited company formed under the laws of England and Wales (the “Company”), and OM Group (UK) Limited, a private limited company formed under the laws of England and Wales (the “Selling Shareholder”), confirm their respective agreements with Morgan Stanley & Co. LLC (the “Underwriter,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), with respect to the sale by the Selling Shareholder and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of Ordinary Shares, nominal value $0.001 per share, of the Company (“Ordinary Shares”) set forth in Schedules A and B hereto. The aforesaid 6,039,630 Ordinary Shares to be purchased by the Underwriters are herein called the “Securities.” To the extent there is only one Underwriter for the sale of the Securities, the term Representatives and the term Underwriters shall mean the Underwriter.
UNDERWRITING AGREEMENTUnderwriting Agreement • May 19th, 2017 • OM Asset Management PLC • Investment advice • New York
FORM OF SENIOR OR SUBORDINATED INDENTUREIndenture • November 4th, 2015 • OM Asset Management PLC • Investment advice • New York
Trust Indenture Act Section Indenture Section ss.310(a)(1) 6.09 (a)(2) 6.09 (a)(3) Not Applicable (a)(4) Not Applicable (b) 6.08 ss.311(a) 6.13 (b) 6.13 ss.312(a) 7.01 (b) 7.02 (c) 7.02 ss.313(a) 7.03 (b) 7.03 (c) 7.03 (d) 7.03 ss.314(a) 7.04 (a)(4) 1.01 (b) Not Applicable (c)(1) 1.02 (c)(2) 1.02 (c)(3) Not Applicable (d) Not Applicable (e) 1.02 ss.315(a) 6.01 (b) 6.02 (c) 6.01 (d) 6.01 (e) 5.14 ss.316(a) 1.01 (a)(1)(A) 5.02 (a)(1)(B) 5.13 (a)(2) Not Applicable (b) 5.08 (c) 1.04 ss.317(a)(1) 5.03 (a)(2) 5.04 (b) 10.03 ss.318(a) 1.07
REGISTRATION RIGHTS AGREEMENT dated as of October 8, 2014 by and among OM Asset Management plc, OM Group (UK) Limited and Old Mutual plcRegistration Rights Agreement • October 20th, 2014 • OM Asset Management PLC • Investment advice • New York
This Registration Rights Agreement, dated as of October 8, 2014 (this “Agreement”), is by and among OM Asset Management plc, a company incorporated and registered in England and Wales with company number 09062478 (the “Company”), OM Group (UK) Limited, a company incorporated and registered in England and Wales with company number 3591572 (“OMGUK”), and Old Mutual plc, a company incorporated and registered in England and Wales with company number 3591559 (“OM plc”, and together with the Company and OMGUK, each a “Party” and, collectively, the “Parties”).
OM Asset Management plc (a public limited company formed under the laws of England and Wales) [ ] Ordinary Shares UNDERWRITING AGREEMENTUnderwriting Agreement • June 15th, 2015 • OM Asset Management PLC • Investment advice • New York
The undersigned, a shareholder [and an officer and/or director](2) of OM Asset Management plc, a public limited company formed under the laws of England and Wales (the “Company”), understands that Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”), Morgan Stanley & Co. LLC (“Morgan Stanley”), Citigroup Global Markets Inc. and Credit Suisse Securities (USA) LLC propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with the Company and the Selling Shareholder providing for the public offering (the “Offering”) of the Company’s ordinary shares, nominal value $0.001 per share (the “Ordinary Shares”). In recognition of the benefit that the Offering will confer upon the undersigned as a shareholder [and an officer and/or director] of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each underwriter to be named in the Underwriting Agreement that, [duri
INDENTUREIndenture • July 25th, 2016 • OM Asset Management PLC • Investment advice • New York
INDENTURE, dated as of July 25, 2016, between OM Asset Management plc, a public limited company formed and existing under the laws of England and Wales (herein called the “Company”), having its principal office at 5th Floor, Millennium Bridge House, 2 Lambeth Hill, London, United Kingdom EC4V 4GG, Wilmington Trust, National Association, a national banking association duly organized and existing under the laws of United States of America, as Trustee (herein called the “Trustee”) and Citibank, N.A., a national banking association duly organized and existing under the laws of the United States of America (herein called the “Securities Administrator”).
REVOLVING CREDIT AGREEMENT dated as of October 15, 2014, among OM ASSET MANAGEMENT PLC, THE LENDERS NAMED HEREIN, and CITIBANK, N.A., as Administrative AgentRevolving Credit Agreement • October 20th, 2014 • OM Asset Management PLC • Investment advice • New York
REVOLVING CREDIT AGREEMENT dated as of October 15, 2014, among OM ASSET MANAGEMENT plc, a public limited company organized under the laws of England and Wales (the “Borrower”), the lenders from time to time party hereto and CITIBANK, N.A., as administrative agent for such lenders.
EMPLOYMENT AGREEMENTEmployment Agreement • February 28th, 2019 • BrightSphere Investment Group PLC • Investment advice • Massachusetts
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made this 30th day of December, 2018 by and between BrightSphere Inc., a Delaware corporation with an address at 200 Clarendon Street, 53rd Floor, Boston, Massachusetts 02116 (“BrightSphere”), and Guang Yang (the “Executive”).
OM ASSET MANAGEMENT PLC EQUITY INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • September 8th, 2014 • OM Asset Management LTD • Investment advice • Delaware
THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”) is made effective as of , 20 (the “Grant Date”) between OM Asset Management plc, a public company limited by shares and incorporated under the laws of England and Wales (the “Company”), and (the “Participant”).
SHAREHOLDER AGREEMENT AMONG OLD MUTUAL PLC, OM GROUP (UK) LIMITED, AND OM ASSET MANAGEMENT PLC DATED AS OF OCTOBER 8, 2014Shareholder Agreement • October 20th, 2014 • OM Asset Management PLC • Investment advice • England and Wales
THIS SHAREHOLDER AGREEMENT is made as of the 8th day of October, 2014 among Old Mutual plc, a company incorporated and registered in England and Wales with company number 3591559 (together with its successors and permitted assigns, “OM plc”), OM Group (UK) Limited, a company incorporated and registered in England and Wales with company number 3591572 (together with its successors and permitted assigns, “OMGUK”), and OM Asset Management plc, a company incorporated and registered in England and Wales with company number 09062478 (together with its successors, the “Company”, and together with OM plc and OMGUK, each a “Party” and, collectively, the “Parties”).
BRIGHTSPHERE INVESTMENT GROUP PLC OPTION AWARD AGREEMENTOption Award Agreement • February 28th, 2019 • BrightSphere Investment Group PLC • Investment advice • Delaware
THIS OPTION AWARD AGREEMENT (this “Agreement”), is entered into as of January 22, 2019, by and between BrightSphere Investment Group plc, a public company limited by shares and incorporated under the laws of England and Wales, with registered number 09062478 (the “Company”), and Suren Rana (the “Participant”).
BARROW, HANLEY, MEWHINNEY & STRAUSS, LLC LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • September 8th, 2014 • OM Asset Management LTD • Investment advice • Delaware
This Limited Liability Company Agreement (this “Agreement”), effective as of January 12, 2010, is entered into by and among Old Mutual Intermediary (BHMS), LLC, a Delaware limited liability company and wholly owned, indirect subsidiary of OM(US)H (defined below) (together with its permitted successors or assigns, “Old Mutual Intermediary”) and the Persons listed in the books and records of the LLC (as defined below), each (for such period of time as it shall remain a Member hereunder) referred to (subject to Section 9 hereof) individually as a “Member” and collectively as the “Members”.
FIFTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ACADIAN ASSET MANAGEMENT LLC Dated as of August 14, 2014Limited Liability Company Agreement • September 8th, 2014 • OM Asset Management LTD • Investment advice • Delaware
FIFTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT, dated as of August 14, 2014, of ACADIAN ASSET MANAGEMENT LLC, a Delaware limited liability company (the “Company”), between Old Mutual Asset Managers (US) LLC or its successors or assigns (“OMAM”) and the Acadian KELP LP (the “KELP”) (each a “Member” and collectively the “Members”). Capitalized terms used herein are defined in Article XII.
VOTING AGREEMENTVoting Agreement • May 23rd, 2019 • BrightSphere Investment Group PLC • Investment advice • New York
VOTING AGREEMENT (this “Agreement”), dated as of May 17, 2019, among BrightSphere Investment Group plc, a company organized under the laws of England and Wales (the “Company”), and Paulson & Co. Inc., a Delaware corporation (on behalf of the funds and accounts managed by it and its affiliates, the “Shareholder”).
SEED CAPITAL MANAGEMENT AGREEMENTSeed Capital Management Agreement • October 20th, 2014 • OM Asset Management PLC • Investment advice • England and Wales
This Seed Capital Management Agreement (the “Agreement”) is made and entered into as of this 8th day of October, 2014, by and among MILLPENCIL LIMITED, a company limited by shares organized under the laws of England and Wales and located at 5th Floor, Millennium Bridge House, 2 Lambeth Hill, London EC4V 4GG, United Kingdom (together with its successors and permitted assigns, “Millpencil”), MILLPENCIL (US) LP, a Delaware limited partnership (together with its successors and permitted assigns, “MPL”), with a registered office address of 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, OLD MUTUAL (US) HOLDINGS INC., a Delaware corporation (together with its successors, “OM(US)H”), located at 200 Clarendon Street, 53rd Floor, Boston, MA 02116, OLD MUTUAL PLC, a company limited by shares organized under the laws of England and Wales and located at 5th Floor, Millennium Bridge House, 2 Lambeth Hill, London EC4V 4GG, United Kingdom (together with its successors and permitted assi
OM ASSET MANAGEMENT PLC NON-EMPLOYEE DIRECTORS’ EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • September 18th, 2014 • OM Asset Management LTD • Investment advice • Delaware
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”) is made effective as of , 20 (the “Grant Date”) between OM Asset Management plc, a public company limited by shares and incorporated under the laws of England and Wales (the “Company”), and (the “Participant”).
OM ASSET MANAGEMENT PLC EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • September 18th, 2014 • OM Asset Management LTD • Investment advice • Delaware
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”) is made effective as of , 20 (the “Grant Date”) between OM Asset Management plc, a public company limited by shares and incorporated under the laws of England and Wales (the “Company”), and (the “Participant”).
OM ASSET MANAGEMENT PLC EQUITY INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • September 18th, 2014 • OM Asset Management LTD • Investment advice • Delaware
THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”) is made effective as of , 20 (the “Grant Date”) between OM Asset Management plc, a public company limited by shares and incorporated under the laws of England and Wales (the “Company”), and (the “Participant”).
REPURCHASE AGREEMENTRepurchase Agreement • May 15th, 2017 • OM Asset Management PLC • Investment advice • England and Wales
Repurchase Agreement dated as of May 14, 2017 the “Purchase Agreement”), between OM Asset Management plc (the “Company”), Old Mutual plc (the “Parent”) and OM Group (UK) Limited (the “Seller”).
INTELLECTUAL PROPERTY LICENSE AGREEMENT AMONG OLD MUTUAL PLC, OLD MUTUAL LIFE ASSURANCE COMPANY (SOUTH AFRICA) LTD. AND OM ASSET MANAGEMENT PLC DATED AS OF OCTOBER 8, 2014Intellectual Property License Agreement • October 20th, 2014 • OM Asset Management PLC • Investment advice • England and Wales
This INTELLECTUAL PROPERTY LICENSE AGREEMENT (this “Agreement”), dated as of October 8, 2014 (the “Effective Date”), is made and entered into by and among:
OM ASSET MANAGEMENT PLC EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • September 18th, 2014 • OM Asset Management LTD • Investment advice • Delaware
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”) is made effective as of , 20 (the “Grant Date”) between OM Asset Management plc, a public company limited by shares and incorporated under the laws of England and Wales (the “Company”), and (the “Participant”).
HEADS OF AGREEMENTDeferred Tax Asset Deed • June 14th, 2016 • OM Asset Management PLC • Investment advice
OM GROUP (UK) LIMITED a company registered in England and Wales with number 03591572 and having it registered office at 5th floor, Millennium Bridge House, 2 Lambeth Hill, London, EC4V 4 GG (“OMGUK”); and
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • September 8th, 2014 • OM Asset Management LTD • Investment advice • Massachusetts
This AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”), dated as of December 13, 2012, is entered into by and among Old Mutual (US) Holdings Inc., a Delaware corporation having its principal place of business in Boston, Massachusetts (“Employer”), and Linda Gibson (“Employee”).
LIMITED LIABILITY COMPANY AGREEMENT OFLimited Liability Company Agreement • February 28th, 2018 • OM Asset Management PLC • Investment advice • Delaware
SEVENTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT, dated as of February 26, 2018, of ACADIAN ASSET MANAGEMENT LLC, a Delaware limited liability company (the “Company”), between OMAM Affiliate Holdings LLC or its successors or assigns (“OMAM”) and Acadian KELP LP (the “KELP”) (each a “Member” and collectively the “Members”). Capitalized terms used herein are defined in Article XII. This Agreement shall be deemed effective as of 12:01 a.m. Eastern Time on July 1, 2017 (the “Effective Date”).
THIS DEED is made on the day of 2014 BETWEEN: WHEREAS:Indemnification & Liability • September 8th, 2014 • OM Asset Management LTD • Investment advice
OM ASSET MANAGEMENT PLC., as Issuer and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee AND CITIBANK, N.A., as Securities Administrator FIRST SUPPLEMENTAL INDENTURE Dated as of July 25, 2016 To INDENTURE Dated as of July 25, 2016 $4.800% Senior...First Supplemental Indenture • July 25th, 2016 • OM Asset Management PLC • Investment advice • New York
FIRST SUPPLEMENTAL INDENTURE, dated as of July 25, 2016 (this “Supplemental Indenture”), between OM Asset Management plc, a public limited company formed and existing under the laws of England and Wales (herein called the “Company”), having its principal office at 5th Floor, Millennium Bridge House, 2 Lambeth Hill, London, United Kingdom EC4V 4GG, Wilmington Trust, National Association, a national banking association duly organized and existing under the laws of United States of America, as Trustee (herein called the “Trustee”), and Citibank, N.A., a national banking association duly organized and existing under the laws of the United States of America, as Securities Administrator (herein called the “Securities Administrator”).
SIXTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ACADIAN ASSET MANAGEMENT LLC Dated as of March 14, 2016Limited Liability Company Agreement • March 15th, 2016 • OM Asset Management PLC • Investment advice • Delaware
SIXTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT, dated as of March 14, 2016, of ACADIAN ASSET MANAGEMENT LLC, a Delaware limited liability company (the “Company”), between OMAM Affiliate Holdings LLC or its successors or assigns (“OMAM”) and the Acadian KELP LP (the “KELP”) (each a “Member” and collectively the “Members”). Capitalized terms used herein are defined in Article XII.
OM ASSET MANAGEMENT PLC., as Issuer and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee AND CITIBANK, N.A., as Securities Administrator SECOND SUPPLEMENTAL INDENTURE Dated as of August 1, 2016 To INDENTURE Dated as of July 25, 2016 5.125% Senior...Second Supplemental Indenture • August 1st, 2016 • OM Asset Management PLC • Investment advice • New York
SECOND SUPPLEMENTAL INDENTURE, dated as of August 1, 2016 (this “Supplemental Indenture”), between OM Asset Management plc, a public limited company formed and existing under the laws of England and Wales (herein called the “Company”), having its principal office at 5th Floor, Millennium Bridge House, 2 Lambeth Hill, London, United Kingdom EC4V 4GG, Wilmington Trust, National Association, a national banking association duly organized and existing under the laws of United States of America, as Trustee (herein called the “Trustee”), and Citibank, N.A., a national banking association duly organized and existing under the laws of the United States of America, as Securities Administrator (herein called the “Securities Administrator”).
TRANSITION SEVERANCE AGREEMENTTransition Severance Agreement • November 9th, 2017 • OM Asset Management PLC • Investment advice • Massachusetts
THIS TRANSITION SEVERANCE AGREEMENT (the “Agreement”) is made this ____ day of August 2017, by and between OMAM Inc., (“the Company”) and , (“the Executive”). It is intended to provide enhanced severance for a limited duration, for the purpose of retaining key talent during the Company’s leadership transition. In consideration of the mutual agreements herein contained, the parties hereto, intending to be legally bound, hereby agree as follows.
EMPLOYMENT AGREEMENTEmployment Agreement • September 8th, 2014 • OM Asset Management LTD • Investment advice • Massachusetts
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made this 4th day of February 2011 by and between Old Mutual (US) Holdings Inc., a Delaware corporation with an address at 200 Clarendon Street, 53rd Floor, Boston, Massachusetts 02116 (“the Company”) and Peter Bain, an individual with a residence at 205 Goodwood Gardens, Baltimore, Maryland 21210 (“the Executive”), effective as of February 22, 2011.
OM ASSET MANAGEMENT PLC EQUITY INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • September 18th, 2014 • OM Asset Management LTD • Investment advice • Delaware
THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”) is made effective as of , 20 (the “Grant Date”) between OM Asset Management plc, a public company limited by shares and incorporated under the laws of England and Wales (the “Company”), and (the “Participant”).
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • February 28th, 2018 • OM Asset Management PLC • Investment advice • Delaware
This Amended and Restated Limited Liability Company Agreement (this “Agreement”), effective as of February 26, 2018, is entered into by and among OMAM Intermediary (BHMS), LLC, a Delaware limited liability company and wholly owned, indirect subsidiary of OM(US)H (defined below) (together with its permitted successors or assigns, “OMAM Intermediary”) and the Persons listed in the books and records of the LLC (as defined below), each (for such period of time as it shall remain a Member hereunder) referred to (subject to Section 9 hereof) individually as a “Member” and collectively as the “Members”.
FIRST AMENDMENT TO THE SEED CAPITAL MANAGEMENT AGREEMENTSeed Capital Management Agreement • March 30th, 2015 • OM Asset Management PLC • Investment advice
This First Amendment (this “First Amendment”) effective as of December 31, 2014 to that certain Seed Capital Management Agreement dated as of October 8, 2014, by and among MILLPENCIL LIMITED, a company limited by shares organized under the laws of England and Wales and located at 5th Floor, Millennium Bridge House, 2 Lambeth Hill, London EC4V 4GG, United Kingdom (together with its successors and permitted assigns, “Millpencil”), MILLPENCIL (US) LP, a Delaware limited partnership (together with its successors and permitted assigns, “MPL”), with a registered office address of 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, OLD MUTUAL (US) HOLDINGS INC., a Delaware corporation (together with its successors, “OM(US)H”), located at 200 Clarendon Street, 53rd Floor, Boston, MA 02116, OLD MUTUAL PLC, a company limited by shares organized under the laws of England and Wales and located at 5th Floor, Millennium Bridge House, 2 Lambeth Hill, London EC4V 4GG, United Kingdom (togethe
OM Asset Management plc (a public limited company formed under the laws of England and Wales) [ ] Ordinary Shares UNDERWRITING AGREEMENTUnderwriting Agreement • September 23rd, 2014 • OM Asset Management LTD • Investment advice • New York
