FOURTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF ARES HOLDINGS L.P. Dated as of April 1, 2021Limited Partnership Agreement • May 6th, 2021 • Ares Management Corp • Investment advice • Delaware
THE PARTNERSHIP UNITS OF ARES 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 FOURTH 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 FOURTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT, AND ANY OTHER TERMS AND COND
THIRD AMENDED AND RESTATED TAX RECEIVABLE AGREEMENTTax Receivable Agreement • May 6th, 2021 • Ares Management Corp • Investment advice • Delaware
This THIRD AMENDED AND RESTATED TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of April 1, 2021 (the “Effective Date”), is entered into by and among Ares Management Corporation, a Delaware corporation (the “Parent”), Ares Holdings L.P., a Delaware limited partnership (“Ares Holdings”),all other Persons (as defined herein) in which the Parent or any of its Subsidiaries acquires a partnership interest or similar interest after the Effective Date and who execute and deliver a joinder contemplated in Section 7.12 (together with Ares Holdings, the “Partnerships”), Ares Owners Holdings L.P., a Delaware limited partnership (“AOH”), Alleghany Insurance Holdings LLC, a Delaware limited liability company (“Alleghany”) and each of the parties set forth on Schedule A hereto (the “Limited Partners” and together with AOH and Alleghany, the “TRA Holders”).
FIFTH AMENDED AND RESTATED EXCHANGE AGREEMENTExchange Agreement • May 6th, 2021 • Ares Management Corp • Investment advice • Delaware
FIFTH AMENDED AND RESTATED EXCHANGE AGREEMENT (this “Agreement”), dated as of April 1, 2021 (the “Effective Date”), by and among Ares Management Corporation, a Delaware Corporation (the “Issuer”), each Ares Operating Group Entity (as defined below), and each Ares Operating Group Limited Partner (as defined below) from time to time party to this Agreement.
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 6th, 2021 • Ares Management Corp • Investment advice • Delaware
This INDEMNIFICATION AGREEMENT (this “Agreement”) is dated as of ___________ among Ares Management Corporation, a Delaware corporation (the “Company”), Ares Management GP LLC, a Delaware limited liability company (“Ares GP”), and Ares Holdings L.P., a Delaware limited partnership (“Ares Holdings” and, together with the Company and Ares GP, the “Indemnitors”), and the indemnitee named on the signature pages hereto (“Indemnitee”).
