AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ARES MANAGEMENT GP LLC Dated as of , 2014Limited Liability Company Agreement • April 22nd, 2014 • Ares Management Lp • Investment advice • Delaware
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of ARES MANAGEMENT GP LLC (the “Company”), dated as of [·], 2014 (this “Agreement”), by Ares Partners Holdco LLC, a Delaware limited liability company (“Holdco”) and such other Persons that are admitted to the Company as members of the Company after the date hereof in accordance herewith.
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • April 22nd, 2014 • Ares Management Lp • Investment advice • Delaware
This INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into effective as of , 2014 (the “Effective Date”) among Ares Management GP LLC, a Delaware limited liability company (the “Company”), Ares Management, L.P., a Delaware limited partnership (the “Partnership”), Ares Domestic Holdings L.P., a Delaware limited partnership (“Ares Domestic”), Ares Holdings L.P., a Delaware limited partnership (“Ares Holdings”), Ares Investments L.P., a Delaware limited partnership (“Ares Investments”), Ares Offshore Holdings L.P., a Cayman Islands exempted limited partnership (“Ares Offshore”), and Ares Real Estate Holdings L.P., a Delaware limited partnership (“Ares Real Estate” and, together with the Company, the Partnership, Ares Domestic, Ares Holdings, Ares Investments and Ares Offshore, the “Indemnitors”), and the indemnitee named on the signature pages hereto (“Indemnitee”).
FORM OF FAIR COMPETITION AGREEMENTForm of Fair Competition Agreement • April 22nd, 2014 • Ares Management Lp • Investment advice • California
Fair Competition Agreement (this “Agreement”), dated as of , 2014 (the “Effective Date”), by Ares Owners Holdings L.P., a Delaware limited partnership (“Ares Owners LP”), and [Name], an individual residing in [State of Residence] (“you”). Capitalized terms used but not defined herein have the meanings ascribed to them in the Agreement of Limited Partnership of Ares Owners LP, dated on or about the Effective Date (the “Ares Owners LP Agreement”); provided that if any such term is also defined in the Unitization Letter (as defined below), such term shall have the meaning ascribed to thereto in the Unitization Letter.
