AGREEMENT AND PLAN OF MERGERMerger Agreement • May 9th, 2013 • Artisan Partners Asset Management Inc. • Investment advice • Delaware
AGREEMENT AND PLAN OF MERGER (the “Agreement”), dated as of March 6, 2013, pursuant to Section 251 of the General Corporation Law of the State of Delaware (the “DGCL”), by and among ARTISAN PARTNERS ASSET MANAGEMENT INC., a Delaware corporation (“Artisan”), H&F BREWER BLOCKER CORP., a Delaware corporation (“H&F Corp”) and H&F BREWER AIV II, L.P., a Delaware limited partnership (“H&F Brewer AIV II”).
RESALE AND REGISTRATION RIGHTS AGREEMENTResale and Registration Rights Agreement • May 9th, 2013 • Artisan Partners Asset Management Inc. • Investment advice • Delaware
This RESALE AND REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 12, 2013, and effective upon the effectiveness of the Partnership Agreement (as defined herein), is by and among Artisan Partners Asset Management Inc., a Delaware corporation (the “Company”), and each Stockholder party hereto as listed on the signature pages to this Agreement or to the Joinder to Resale and Registration Rights Agreement in the form attached hereto as Exhibit A (the “Stockholders”).
FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ARTISAN PARTNERS HOLDINGS LP, a Delaware Limited PartnershipLimited Partnership Agreement • May 9th, 2013 • Artisan Partners Asset Management Inc. • Investment advice • Delaware
This FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ARTISAN PARTNERS HOLDINGS LP, dated as of March 12, 2013 and effective as of the Effective Time, is by and among Artisan Partners Asset Management Inc., as the General Partner, and the persons identified in the Register as the Class A Common Unit Holders, the Class B Common Unit Holders, the Class D Common Unit Holders and the Preferred Unit Holders, as Limited Partners. Capitalized terms used herein without definition shall have the meanings assigned thereto on the attached Appendix A.
TAX RECEIVABLE AGREEMENT (EXCHANGES)Tax Receivable Agreement • May 9th, 2013 • Artisan Partners Asset Management Inc. • Investment advice • Delaware
This TAX RECEIVABLE AGREEMENT (EXCHANGES) (“Agreement”), dated as of March 12, 2013 and effective upon the effectiveness of the Partnership Agreement (as defined herein), is hereby entered into by and among Artisan Partners Asset Management Inc., a Delaware corporation (“APAM”), and each LP Unit Holder (as defined below), and each of the successors and assigns thereto.
March 12, 2013Employment Agreement • May 9th, 2013 • Artisan Partners Asset Management Inc. • Investment advice • Delaware
The purpose of this letter agreement (this “Letter Agreement”) is to memorialize certain terms of your employment with Artisan Partners Limited Partnership (“Artisan”), a Delaware limited partnership and Artisan Asset Management Inc. (“APAM”), a Delaware corporation. This Letter Agreement is effective as of, and contingent upon the occurrence of, the date of the initial public offering of the equity securities of Artisan (the “Effective Date”) and will cease to be effective on the first anniversary of the Effective Date, unless your employment hereunder is terminated earlier per this Letter Agreement (the “Employment Period”).
EXCHANGE AGREEMENTExchange Agreement • May 9th, 2013 • Artisan Partners Asset Management Inc. • Investment advice • Delaware
EXCHANGE AGREEMENT (this “Agreement”), dated as of March 6, 2013, and effective upon the effectiveness of the Partnership Agreement (as defined herein), among Artisan Partners Asset Management Inc., a Delaware corporation (“APAM”), and the LP Unitholders (as defined herein) from time to time party hereto.
TAX RECEIVABLE AGREEMENT (MERGER)Tax Receivable Agreement • May 9th, 2013 • Artisan Partners Asset Management Inc. • Investment advice • Delaware
This TAX RECEIVABLE AGREEMENT (MERGER) (this “Agreement”), dated as of March 6, 2013 and effective upon the effectiveness of the Merger (as defined herein), is hereby entered into by and among Artisan Partners Asset Management Inc., a Delaware corporation (“APAM”), H&F Brewer AIV II, L.P., a Delaware limited partnership (“H&F Brewer”), and each of the successors and assigns thereto.
STOCKHOLDERS AGREEMENT among ARTISAN PARTNERS ASSET MANAGEMENT INC., ARTISAN INVESTMENT CORPORATION, and THE STOCKHOLDERS NAMED HEREIN Dated as of March 12, 2013Stockholders Agreement • May 9th, 2013 • Artisan Partners Asset Management Inc. • Investment advice • Delaware
This STOCKHOLDERS AGREEMENT, dated as of March 12, 2013 (this “Agreement”), is entered into among Artisan Partners Asset Management Inc., a Delaware corporation (“APAM”), Artisan Investment Corporation, a Delaware corporation (“AIC”), each Person listed on Schedule A, as such Schedule A may be amended from time to time in accordance with the terms of this Agreement (each such Person, together with AIC, a “Covered Person”), executing this Agreement or a joinder (“Joinder A”) substantially in the form attached as Exhibit A, and each Person listed on Schedule B, as such Schedule B may be amended from time to time in accordance with the terms of this Agreement (each such Person, a “Designating Stockholder”), executing this Agreement or a joinder (“Joinder B”, and together with Joinder A, the “Joinders”) substantially in the form attached as Exhibit B.
PARTNERSHIP CONTINGENT VALUE RIGHTS AGREEMENTPartnership Contingent Value Rights Agreement • May 9th, 2013 • Artisan Partners Asset Management Inc. • Investment advice • Delaware
This PARTNERSHIP CONTINGENT VALUE RIGHTS AGREEMENT (this “Agreement”), dated as of March 6, 2013, and effective upon the effectiveness of the Partnership Agreement (as defined herein), is by and among Artisan Partners Holdings LP, a Delaware limited partnership (“Holdings”), Artisan Partners Asset Management, Inc., a Delaware corporation (“APAM”), and the Holders (as defined below) from time to time.
PUBLIC COMPANY CONTINGENT VALUE RIGHTS AGREEMENTPublic Company Contingent Value Rights Agreement • May 9th, 2013 • Artisan Partners Asset Management Inc. • Investment advice • Delaware
This PUBLIC COMPANY CONTINGENT VALUE RIGHTS AGREEMENT (this “Agreement”), dated as of March 6, 2013, and effective upon the effectiveness of the Partnership Agreement (as defined herein), is by and among Artisan Partners Asset Management Inc., a Delaware corporation (the “Company”), and the Holders (as defined below) from time to time.
