THIRD AMENDED AND RESTATED AGREEMENT OFLimited Partnership Agreement • May 7th, 2018 • Ares Management Lp • Investment advice
THE PARTNERSHIP UNITS OF ARES OFFSHORE HOLDINGS L.P. HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, THE SECURITIES LAWS OF ANY STATE, PROVINCE OR ANY OTHER APPLICABLE SECURITIES LAWS AND ARE BEING SOLD IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. SUCH UNITS MUST BE ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE OFFERED FOR SALE, PLEDGED, HYPOTHECATED, SOLD, ASSIGNED OR TRANSFERRED AT ANY TIME EXCEPT IN COMPLIANCE WITH (I) THE SECURITIES ACT, ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR PROVINCE, AND ANY OTHER APPLICABLE SECURITIES LAWS; (II) THE TERMS AND CONDITIONS OF THIS THIRD AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT; AND (III) ANY OTHER TERMS AND CONDITIONS AGREED TO IN WRITING BETWEEN THE GENERAL PARTNER AND THE APPLICABLE LIMITED PARTNER. THE UNITS MAY NOT BE TRANSFERRED OF RECORD EXCEPT IN COMPLIANCE WITH SUCH LAWS; THIS THIRD AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT; AND ANY OTHER TERMS A
RESTRICTED UNIT AGREEMENT PURSUANT TO THE ARES MANAGEMENT, L.P. 2014 EQUITY INCENTIVE PLANRestricted Unit Agreement • May 7th, 2018 • Ares Management Lp • Investment advice • Delaware
THIS AGREEMENT (the “Agreement”) is entered into as of (the “Grant Date”), by and between Ares Management, L.P., a Delaware limited partnership (the “Partnership”), and (the “Participant”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Ares Management, L.P. 2014 Equity Incentive Plan (the “Plan”).
AMENDED AND RESTATED TAX RECEIVABLE AGREEMENTTax Receivable Agreement • May 7th, 2018 • Ares Management Lp • Investment advice • Delaware
This AMENDED AND RESTATED TAX RECEIVABLE AGREEMENT (the “Agreement”), entered into as of May 4, 2018 and effective as of March 1, 2018 (the “Effective Date”), is entered into by and among Ares Management, L.P., a Delaware limited Partnership (the “Parent”), Ares Holdings Inc., a Delaware corporation (“Holdings Inc.”), Ares Offshore Holdings Ltd., a Cayman Islands exempted company (“Offshore Holdings Ltd.”), Ares AI Holdings L.P., a Delaware limited partnership (“AI Holdings” and together with the Parent, Holdings, Inc. and Offshore Holdings Ltd., the “AOG Topco Entities”), Ares Holdings L.P., a Delaware limited partnership (“Ares Holdings”), Ares Offshore Holdings L.P. (“Ares Offshore”), Ares Investments L.P., (“Ares Investments” and together with Ares Holdings, Ares Offshore and all other Persons (as defined herein) in which the AOG Topco Entities acquire a partnership interest or similar interest after the Effective Date and who execute and deliver a joinder contemplated in Section 7
THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ARES MANAGEMENT GP LLC Effective as of March 1, 2018Limited Liability Company Agreement • May 7th, 2018 • Ares Management Lp • Investment advice • Delaware
THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (the “Agreement”) of ARES MANAGEMENT GP LLC (the “Company”), entered into as of March 8, 2018 and effective as of March 1, 2018 (the “Effective Date”), by Ares Partners Holdco LLC, a Delaware limited liability company (“Holdco”) and such other Persons that are admitted to the Company as members of the Company after the Effective Date in accordance herewith.
AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT BY AND AMONG ARES MANAGEMENT, L.P., ARES MANAGEMENT GP LLC, ARES OWNERS HOLDINGS L.P., AREC HOLDINGS LTD.,Investor Rights Agreement • May 7th, 2018 • Ares Management Lp • Investment advice • Delaware
This AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (this “Agreement”) is entered into as of May 4, 2018 and effective as of March 1, 2018 (the “Effective Date”), by and among (i) Ares Management, L.P, a Delaware limited partnership (the “Issuer”), (ii) Ares Management GP LLC, a Delaware limited partnership (“Ares GP”), (iii) Ares Owners Holdings L.P., a Delaware limited partnership (“Ares LP”), (iv) AREC Holdings Ltd., a Cayman exempted corporation, (v) Blue Spectrum ZA 2015, L.P., a Cayman exempted limited partnership, (vi) Alleghany Insurance Holdings LLC, a Delaware limited liability company (“Alleghany” and, together with AREC, the “Minority Investors”) and (vii) each other holder of equity interests in any Company who hereafter delivers a written agreement to be bound by the terms hereof in the form of Exhibit A. Certain capitalized terms used herein are defined in Section 5.1.
THIRD AMENDED AND RESTATED EXCHANGE AGREEMENTExchange Agreement • May 7th, 2018 • Ares Management Lp • Investment advice • Delaware
THIRD AMENDED AND RESTATED EXCHANGE AGREEMENT (the “Agreement”), entered into as of May 4, 2018 and effective as of March 1, 2018 (the “Effective Date”), by and among the Issuer (as defined below), each Ares Operating Group Entity (as defined below), each AOG TopCo Entity (as defined below), each AOG IntermediateCo Entity (as defined below), the Issuer General Partner (as defined below) and each Ares Operating Group Limited Partner (as defined below) from time to time party to this Agreement.
RESTRICTED UNIT AGREEMENT PURSUANT TO THE ARES MANAGEMENT, L.P. 2014 EQUITY INCENTIVE PLANRestricted Unit Agreement • May 7th, 2018 • Ares Management Lp • Investment advice • Delaware
THIS AGREEMENT (the “Agreement”) is entered into as of (the “Grant Date”), by and between Ares Management, L.P., a Delaware limited partnership (the “Partnership”), and (the “Participant”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Ares Management, L.P. 2014 Equity Incentive Plan (the “Plan”).
