THIRD AMENDED AND RESTATED EXCHANGE AGREEMENT by and among ATLAS HOLDINGS, LLC, ATLAS OCM HOLDINGS, LLC, OAKTREE CAPITAL GROUP, LLC, OCM HOLDINGS I, LLC, OAKTREE NEW HOLDINGS, LLC, OAKTREE AIF HOLDINGS II, LLC, OAKTREE HOLDINGS, LTD., OAKTREE CAPITAL...Exchange Agreement • November 7th, 2019 • Oaktree Capital Group, LLC • Investment advice • Delaware
This THIRD AMENDED AND RESTATED EXCHANGE AGREEMENT (the “Agreement”), dated as of September 30, 2019, is by and among Atlas Holdings, LLC (“Brookfield”), Atlas OCM Holdings, LLC, a Delaware limited liability company (“Atlas OCM”), Oaktree Capital Group, LLC, a Delaware limited liability company (“Oaktree”), OCM Holdings I, LLC, a Delaware limited liability company (“OCM Holdings”), Oaktree New Holdings, LLC, a Delaware limited liability company (“Oaktree LLC”), Oaktree AIF Holdings II, LLC, a Delaware limited liability company (“Oaktree AIF”), Oaktree Holdings, Ltd., a Cayman Islands exempted company (“Oaktree Ltd.”), Oaktree Capital Group Holdings, L.P., a Delaware limited partnership (“OCGH”), OCGH ExchangeCo, L.P., a Delaware limited partnership (“ExchangeCo”), the OCGH Limited Partners (as defined below), the OpCos (as defined below), solely for purposes of Section 5.17, Brookfield Asset Management Inc., a corporation amalgamated under the laws of the Province of Ontario (“BAM”), a
MASTER RESTRUCTURING AGREEMENTMaster Restructuring Agreement • November 7th, 2019 • Oaktree Capital Group, LLC • Investment advice • Delaware
THIS RESTRUCTURING AGREEMENT (this “Agreement”) is entered into as of September 30, 2019 (the “Effective Date”) by and among (i) Brookfield Asset Management Inc., a corporation incorporated under the laws of the Province of Ontario (“BAM”), (ii) Oaktree Capital Group, LLC, a Delaware limited liability company (“OCG LLC”), (iii) Berlin Merger Sub, LLC, a Delaware limited liability company and wholly-owned subsidiary of BAM (“Berlin Merger Sub”), (iv) Oslo Holdings LLC, a Delaware limited liability company (“Oslo Holdings”), (v) Oslo Holdings Merger Sub LLC, a Delaware limited liability company (“Oslo Holdings Merger Sub”), (vi) Brookfield Holdings Canada Inc., a corporation incorporated under the laws of the Province of Ontario and wholly-owned subsidiary of BAM (“BHCI”), (vii) Brookfield US Holdings, Inc., a corporation incorporated under the laws of the Province of Ontario and wholly-owned subsidiary of BHCI (“BUSHI”), (viii) Brookfield US Inc., a Delaware corporation and wholly-owned
THIRD AMENDED AND RESTATED TAX RECEIVABLE AGREEMENTTax Receivable Agreement • November 7th, 2019 • Oaktree Capital Group, LLC • Investment advice • Delaware
This THIRD AMENDED AND RESTATED TAX RECEIVABLE AGREEMENT (as amended from time to time, this “Agreement”), dated as of September 30, 2019 (the “Closing Date”), is hereby entered into by and among Brookfield Asset Management Inc., a corporation incorporated under the laws of the Province of Ontario (“Parent”), Oaktree Holdings, Inc., a Delaware corporation (“Holdings Inc.”), Oaktree AIF Holdings, Inc. (f/k/a Oaktree Media Holdings, Inc.), a Delaware corporation (“AIF Holdings Inc.”) (each of Holdings Inc. and AIF Holdings Inc. (including, for the avoidance of doubt, each successor thereto) a “Corporation” and collectively, the “Corporations”), Oaktree Capital II, L.P., a Delaware limited partnership (“Oaktree Capital II”), Oaktree Capital Management, L.P., a Delaware limited partnership (“OCM”), Oaktree Investment Holdings, L.P. a Delaware limited partnership (“Investment Holdings”), Oaktree AIF Investments, L.P. (f/k/a Oaktree Media Investments, L.P.), a Delaware limited partnership (“
