0001517302-13-000025 Sample Contracts

AMENDED AND RESTATED RESALE AND REGISTRATION RIGHTS AGREEMENT
Resale and Registration Rights Agreement • November 7th, 2013 • Artisan Partners Asset Management Inc. • Investment advice • Delaware

This AMENDED AND RESTATED RESALE AND REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 6, 2013 and effective as provided in Section 5.01, is by and among Artisan Partners Asset Management Inc., a Delaware corporation (the “Company”), each Stockholder listed on the signature pages to this Agreement and each Stockholder who has executed a Joinder to Resale and Registration Rights Agreement in the form attached hereto as Exhibit A (the “Stockholders”).

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FIFTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ARTISAN PARTNERS HOLDINGS LP, a Delaware Limited Partnership
Limited Partnership Agreement • November 7th, 2013 • Artisan Partners Asset Management Inc. • Investment advice • Delaware

This FIFTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ARTISAN PARTNERS HOLDINGS LP, dated as of November 6, 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, the Class E 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.

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