FORM OF AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF ARES REAL ESTATE HOLDINGS L.P. Dated as of , 2014Limited Partnership Agreement • April 11th, 2014 • Ares Management Lp • Investment advice • Delaware
AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT (this “Agreement”) of Ares Real Estate Holdings L.P. (the “Partnership”), dated as of [·], 2014 (the “Effective Date”), among Ares Real Estate Holdings LLC, a Delaware limited liability company, as general partner, and the Limited Partners (as defined herein) of the Partnership.
FORM OF RESTRICTED UNIT AGREEMENT PURSUANT TO THE ARES MANAGEMENT, L.P. 2014 EQUITY INCENTIVE PLANRestricted Unit Agreement • April 11th, 2014 • Ares Management Lp • Investment advice • Delaware
THIS AGREEMENT (the “Agreement”) is entered into as of [grant date] (the “Grant Date”), by and between Ares Management, L.P., a Delaware limited partnership (the “Partnership”), and [Participant Name] (the “Participant”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Ares Management, L.P. 2014 Equity Incentive Plan (the “Plan”).
FORM OF AMENDED AND RESTATED AGREEMENT OF EXEMPTED LIMITED PARTNERSHIP OF ARES OFFSHORE HOLDINGS L.P. Dated , 2014Ares Management Lp • April 11th, 2014 • Investment advice
AMENDED AND RESTATED AGREEMENT OF EXEMPTED LIMITED PARTNERSHIP (this “Agreement”) of Ares Offshore Holdings L.P., dated [·], 2014 (the “Effective Date”), among Ares Offshore Holdings, Ltd., a Cayman Islands limited company, as general partner, Ares Investments Holdings LLC (the “Initial Limited Partner”) and the Limited Partners (as defined herein) of the Partnership.
FORM OF PHANTOM UNIT AGREEMENT PURSUANT TO THE ARES MANAGEMENT, L.P. 2014 EQUITY INCENTIVE PLANAgreement • April 11th, 2014 • Ares Management Lp • Investment advice • Delaware
THIS AGREEMENT (the “Agreement”) is entered into as of [grant date] (the “Grant Date”), by and between Ares Management, L.P., a Delaware limited partnership (the “Partnership”), and [Participant Name] (the “Participant”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Ares Management, L.P. 2014 Equity Incentive Plan (the “Plan”).
FORM OF OPTION AGREEMENT PURSUANT TO THE ARES MANAGEMENT, L.P. 2014 EQUITY INCENTIVE PLANForm of Option Agreement • April 11th, 2014 • Ares Management Lp • Investment advice • Delaware
THIS AGREEMENT (the “Agreement”) is entered into as of [grant date] (the “Grant Date”), by and between Ares Management, L.P., a Delaware limited partnership (the “Partnership”), and [Participant Name] (the “Participant”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Ares Management, L.P. 2014 Equity Incentive Plan (the “Plan”).
FORM OF EXCHANGE AGREEMENTJoinder Agreement • April 11th, 2014 • Ares Management Lp • Investment advice • Delaware
FORM OF AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF ARES DOMESTIC HOLDINGS L.P. Dated as of , 2014Limited Partnership Agreement • April 11th, 2014 • Ares Management Lp • Investment advice • Delaware
AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT (this “Agreement”) of Ares Domestic Holdings L.P. (the “Partnership”), dated as of [·], 2014 (the “Effective Date”), among Ares Domestic Holdings Inc., a Delaware corporation, as general partner, and the Limited Partners (as defined herein) of the Partnership.
FORM OF TAX RECEIVABLE AGREEMENTForm of Tax Receivable Agreement • April 11th, 2014 • Ares Management Lp • Investment advice • Delaware
This TAX RECEIVABLE AGREEMENT (the “Agreement”), dated as of [·], 2014, is entered into by and among Ares Holdings Inc., a Delaware corporation (“Holdings Inc.”), Ares Domestic Holdings Inc., a Delaware corporation (“Domestic Holdings Inc.”), (each a “Corporation” and collectively, the “Corporations”), Ares Holdings L.P., a Delaware limited partnership (“Ares Holdings”), Ares Domestic Holdings L.P., a Delaware limited partnership (“Ares Domestic” and together with Ares Holdings and all other Persons (as defined herein) in which the Corporations acquire a partnership interest or similar interest after the date hereof and who execute and deliver a joinder contemplated in Section 7.12, the “Partnerships”), Ares Management, L.P., a Delaware limited Partnership (the “Parent”), Ares Owners Holdings L.P., a Delaware limited partnership (“AOH”), Alleghany Insurance Holdings LLC, a Delaware limited liability company (“Alleghany”) and each of the parties set forth on Schedule A hereto (the “Limi
