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
