AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • February 25th, 2016 • 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”).
AMENDED AND RESTATED RESALE AND REGISTRATION RIGHTS AGREEMENTResale and Registration Rights Agreement • February 25th, 2016 • 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”).
FIFTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ARTISAN PARTNERS HOLDINGS LP, a Delaware Limited PartnershipArtisan Partners Asset Management Inc. • February 25th, 2016 • 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.
TAX RECEIVABLE AGREEMENT (EXCHANGES)Tax Receivable Agreement • February 25th, 2016 • 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, 2013Letter Agreement • February 25th, 2016 • 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 • February 25th, 2016 • 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.
ARTISAN PARTNERS FUNDS, INC. SECOND AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENTInvestment Advisory Agreement • February 25th, 2016 • Artisan Partners Asset Management Inc. • Investment advice
THIS SECOND AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT (the “Agreement”) is made as of this 12th day of May, 2015 by and between Artisan Partners Funds, Inc., a Wisconsin corporation registered under the Investment Company Act of 1940, as amended (“1940 Act”), as an open-end diversified management investment company (“Artisan Funds”), and Artisan Partners Limited Partnership, a Delaware limited partnership registered under the Investment Advisers Act of 1940, as amended, as an investment adviser (“Artisan Partners”).
TAX RECEIVABLE AGREEMENT (MERGER)Tax Receivable Agreement • February 25th, 2016 • 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.
ARTISAN PARTNERS ASSET MANAGEMENT INC. 2013 OMNIBUS INCENTIVE COMPENSATION PLAN RESTRICTED SHARE AWARD AGREEMENTRestricted Share Award Agreement • February 25th, 2016 • Artisan Partners Asset Management Inc. • Investment advice • Delaware
This Restricted Share Award Agreement (this “Award Agreement”) sets forth the terms and conditions of the award of shares of Common Stock (the “Restricted Shares”) granted to the recipient specified in Section 2 (the “Grantee”) by Artisan Partners Asset Management Inc., a Delaware corporation (“Artisan”), under the Artisan Partners Asset Management Inc. 2013 Omnibus Incentive Compensation Plan (as amended, supplemented or modified, from time to time, the “Plan”).
ARTISAN PARTNERS ASSET MANAGEMENT INC. 2013 OMNIBUS INCENTIVE COMPENSATION PLAN CAREER RESTRICTED SHARE AWARD AGREEMENTCareer Restricted Share Award Agreement • February 25th, 2016 • Artisan Partners Asset Management Inc. • Investment advice • Delaware
This Career Restricted Share Award Agreement (this “Award Agreement”) sets forth the terms and conditions of the award of shares of Common Stock (the “Restricted Shares”) granted to the recipient specified in Section 2 (the “Grantee”) by Artisan Partners Asset Management Inc., a Delaware corporation (“Artisan”), under the Artisan Partners Asset Management Inc. 2013 Omnibus Incentive Compensation Plan (as amended, supplemented or modified, from time to time, the “Plan”).
INDEMNIFICATION PRIORITY AGREEMENTIndemnification Priority Agreement • February 25th, 2016 • Artisan Partners Asset Management Inc. • Investment advice • Delaware
This INDEMNIFICATION PRIORITY AGREEMENT is dated as of March 12, 2013 (this “Agreement”) and is between Artisan Partners Asset Management Inc., a Delaware corporation (together with its subsidiaries, the “Company”), and _________ (“Indemnitee”).
RESTRICTED SHARE UNIT AWARD AGREEMENTRestricted Share Unit Award Agreement • February 25th, 2016 • Artisan Partners Asset Management Inc. • Investment advice • Delaware
This Restricted Share Unit Award Agreement (this “Award Agreement”) sets forth the terms and conditions of the award of restricted share units (the “RSUs”) granted to the recipient specified in Section 2 (the “Grantee”) by Artisan Partners Asset Management Inc., a Delaware corporation (“Artisan”), under the Artisan Partners Asset Management Inc. 2013 Non-Employee Director Plan (as amended, supplemented or modified, from time to time, the “Plan”). Each RSU constitutes an unfunded and unsecured promise of Artisan to deliver (or cause to be delivered) to the Grantee a share of Common Stock of Artisan (a “Share”) on the Delivery Date (as defined below).
STOCKHOLDERS AGREEMENT among ARTISAN PARTNERS ASSET MANAGEMENT INC., ARTISAN INVESTMENT CORPORATION, and THE STOCKHOLDERS NAMED HEREIN Dated as of March 12, 2013Stockholders Agreement • February 25th, 2016 • 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.
ARTISAN PARTNERS HOLDINGS LP RESTATED CLASS B COMMON UNITS GRANT AGREEMENTCommon Units Grant Agreement • February 25th, 2016 • Artisan Partners Asset Management Inc. • Investment advice • Delaware
This Restated Grant Agreement, dated as of the 12th day of March, 2013 (this “Agreement”), and effective upon the effectiveness of the Amended Partnership Agreement (as defined herein), is between «ExecFirst» «ExecMiddle» «ExecLast» (the “Executive”) and Artisan Partners Holdings LP, a Delaware limited partnership (the “Partnership”). Capitalized terms used in this Agreement and not otherwise defined herein are defined in Section 6.1 of this Agreement.
ARTISAN PARTNERS ASSET MANAGEMENT INC. 2013 OMNIBUS INCENTIVE COMPENSATION PLAN RESTRICTED SHARE AWARD AGREEMENTRestricted Share Award Agreement • February 25th, 2016 • Artisan Partners Asset Management Inc. • Investment advice • Delaware
This Restricted Share Award Agreement (this “Award Agreement”) sets forth the terms and conditions of the award of shares of Common Stock (the “Restricted Shares”) granted to the recipient specified in Section 2 (the “Grantee”) by Artisan Partners Asset Management Inc., a Delaware corporation (“Artisan”), under the Artisan Partners Asset Management Inc. 2013 Omnibus Incentive Compensation Plan (as amended, supplemented or modified, from time to time, the “Plan”).
PARTNERSHIP CONTINGENT VALUE RIGHTS AGREEMENTPartnership Contingent Value Rights Agreement • February 25th, 2016 • 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 • February 25th, 2016 • 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.
PARTNERSHIP UNIT PURCHASE AGREEMENTPartnership Unit Purchase Agreement • February 25th, 2016 • Artisan Partners Asset Management Inc. • Investment advice • Delaware
PARTNERSHIP UNIT PURCHASE AGREEMENT (the “Agreement”), dated as of the latest date set forth on the signature page hereto, between Artisan Partners Asset Management Inc. (“APAM”) and the limited partner of Artisan Partners Holdings LP (“Holdings”) listed on the signature page hereto (“you”).
Form of INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • February 25th, 2016 • Artisan Partners Asset Management Inc. • Investment advice • Delaware
This INDEMNIFICATION AGREEMENT is made this day of March 12, 2013 (this “Agreement”) by and between Artisan Partners Asset Management Inc., a Delaware corporation (the “Company”), and _______________ (“Indemnitee”).
