Tax Receivable Agreement Sample Contracts

TAX RECEIVABLE AGREEMENT by and among ALEANNA, INC., CERTAIN OTHER PERSONS NAMED HEREIN and AGENT DATED AS OF [•], 2024
Tax Receivable Agreement • June 5th, 2024 • Swiftmerge Acquisition Corp. • Blank checks • Delaware

This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of [•], 2024, is hereby entered into by and among AleAnna, Inc., a Delaware corporation (“PubCo”), the TRA Holders and the Agent.

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TAX RECEIVABLE AGREEMENT by and among BIOVENTUS INC. BIOVENTUS LLC and the MEMBERS (as defined herein) Dated as of February 16, 2021
Tax Receivable Agreement • February 17th, 2021 • Bioventus Inc. • Surgical & medical instruments & apparatus • Delaware

This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of February 16, 2021, is hereby entered into by and among Bioventus Inc., a Delaware corporation (the “Corporation”), Bioventus LLC, a Delaware limited liability company (the “LLC”) and Smith & Nephew, Inc., a Delaware corporation (“S&N”). Capitalized terms used but not otherwise defined herein have the respective meanings set forth in Section 1.01.

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TAX RECEIVABLE AGREEMENT among CLEAR SECURE, INC., and THE PERSONS NAMED HEREIN Dated as of [●], 2021
Tax Receivable Agreement • June 23rd, 2021 • Clear Secure, Inc. • Services-prepackaged software • Delaware

This TAX RECEIVABLE AGREEMENT (as amended from time to time, this “Agreement”), dated as of [●], 2021, is hereby entered into by and among Clear Secure, Inc., a Delaware corporation (the “Corporate Taxpayer”), Alclear Investments, LLC, a Delaware limited liability company, and Alclear Investments II, LLC, a Delaware limited liability company (together with their direct and indirect equity owners, the “Founder Entities”) each of the undersigned parties, and each of the other persons from time to time that become a party hereto (each, excluding the Corporate Taxpayer, the “Members”).

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Tax Receivable Agreement between DIRECT DIGITAL HOLDINGS, Inc. and THE PERSONS NAMED HEREIN Dated as of February 15, 2022
Tax Receivable Agreement • February 16th, 2022 • Direct Digital Holdings, Inc. • Services-computer programming, data processing, etc. • Delaware

This TAX RECEIVABLE AGREEMENT (this “Agreement”), is dated as of February 15, 2022, and is between Direct Digital Holdings, Inc., a Delaware corporation, each of the undersigned parties, and each of the other persons from time to time that becomes a party hereto (each, excluding the Corporate Taxpayer and OpCo (each as defined below), a “TRA Party” and together the “TRA Parties”).

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EX-99.(D)(8) 15 dex99d8.htm FORM OF AMENDED AND RESTATED TAX RECEIVABLE AGREEMENT (REORGANIZATIONS) Exhibit (d)(8) AMENDED AND RESTATED TAX RECEIVABLE AGREEMENT (REORGANZATIONS) among EMDEON INC., H&F ITR HOLDCO, L.P., [BX ITR HOLDCO, L.P.], and...
Tax Receivable Agreement • May 5th, 2020 • New York

This AMENDED AND RESTATED TAX RECEIVABLE AGREEMENT (REORGANIZATIONS) (this “Agreement”), dated as of [ ], 2011, is hereby entered into by and among Emdeon Inc., a Delaware corporation (the “Corporate Taxpayer”), H&F ITR Holdco, L.P., a Delaware limited partnership (the “HF ITR Entity”), [BX ITR Holdco, L.P., a Delaware limited partnership] (the “BX ITR Entity”), GA-H&F ITR Holdco, L.P., a Delaware limited partnership (the “ITR Entity”), and each of the successors and assigns thereto.

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TAX RECEIVABLE AGREEMENT dated as of June 30, 2023
Tax Receivable Agreement • July 6th, 2023 • GEN Restaurant Group, Inc. • Retail-eating places • Delaware

This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of June 30, 2023, is entered into by and among GEN Restaurant Group, Inc., a Delaware corporation (the “Corporation”), GEN Restaurant Companies, LLC, a Delaware limited liability company that is classified as a partnership for U.S. federal income tax purposes (the “Company”), each of the TRA Holders, and the TRA Representative.

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EX-10.4 5 d728713dex104.htm EX-10.4 FORM OF TAX RECEIVABLE AGREEMENT (EXCHANGES) among GODADDY INC. and THE PERSONS NAMED HEREIN Dated as of [ ], 2015 Page FORM OF TAX RECEIVABLE AGREEMENT (EXCHANGES)
Tax Receivable Agreement • May 5th, 2020 • New York

This TAX RECEIVABLE AGREEMENT (EXCHANGES) (this “Agreement”), dated as of [ ], 2015, is hereby entered into by and among GoDaddy Inc., a Delaware corporation (together with its Subsidiaries that are consolidated for U.S. federal income tax purposes, the “Corporate Taxpayer”) and each of the persons from time to time party hereto (the “TRA Parties”).

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TAX RECEIVABLE AGREEMENT BY AND AMONG ALLVUE SYSTEMS HOLDINGS, INC., CERTAIN OTHER PERSONS NAMED HEREIN, AND THE AGENT DATED AS OF [●], 2021
Tax Receivable Agreement • September 3rd, 2021 • Allvue Systems Holdings, Inc. • Services-prepackaged software • Delaware

This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of [●], 2021 is hereby entered into by and among Allvue Systems Holdings, Inc., a Delaware corporation (the “Corporation”), Bluefin Topco LLC (the “Company”), the parties set forth in Schedule A, and the Agent.

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TAX RECEIVABLE AGREEMENT among THUNDER BRIDGE II SURVIVING PUBCO, INC. AND ITS SUCCESSORS and THE PERSONS NAMED HEREIN Dated as of June 10, 2021
Tax Receivable Agreement • June 16th, 2021 • Indie Semiconductor, Inc. • Semiconductors & related devices • Delaware

This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of June 10, 2021, is hereby entered into by and among Thunder Bridge II Surviving Pubco, Inc., a Delaware corporation (the “Corporate Taxpayer”), each Person identified on Schedule A hereto (the “TRA Parties”) and the TRA Party Representative. Capitalized terms used but not otherwise defined herein have the respective meanings set forth in Article I hereof.

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AMENDED AND RESTATED TAX RECEIVABLE AGREEMENT between TPG INC., TPG OPCO HOLDINGS, L.P., TPG OPERATING GROUP II, L.P., and THE PERSONS NAMED HEREIN Dated as of November 1, 2023
Tax Receivable Agreement • November 2nd, 2023 • TPG Inc. • Investment advice • New York

This AMENDED AND RESTATED TAX RECEIVABLE AGREEMENT (this “Agreement”), is dated as of November 1, 2023, and is hereby entered into by and among TPG Inc., a Delaware corporation (including any successor corporation, “PubCorp”), TPG OpCo Holdings, L.P., a Delaware limited partnership (“Buyer”), TPG Operating Group II, L.P., a Delaware limited partnership (the “Partnership”), and each of the undersigned parties, and each of the other persons from time to time that become a party hereto (each, excluding PubCorp, Buyer and the Partnership, a “TRA Party” and together the “TRA Parties”).

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TAX RECEIVABLE AGREEMENT
Tax Receivable Agreement • March 27th, 2013 • Truett-Hurst, Inc. • Beverages • New York

This TAX RECEIVABLE AGREEMENT (as amended from time to time, this “Agreement”), dated as of [__], 2013, is hereby entered into by and among Truett-Hurst, Inc., a Delaware corporation (the “Corporation”), H.D.D. LLC, a California limited liability company (the “LLC”), and each of the Members (as defined herein).

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TAX RECEIVABLE AGREEMENT among BRP GROUP, INC., BALDWIN RISK PARTNERS, LLC, and THE PERSONS NAMED HEREIN Dated as of October 28, 2019
Tax Receivable Agreement • October 31st, 2019 • BRP Group, Inc. • Insurance agents, brokers & service • Delaware

This TAX RECEIVABLE AGREEMENT (as amended from time to time, this “Agreement”), dated as of October 28, 2019, is hereby entered into by and among BRP Group, Inc., a Delaware corporation (the “Corporate Taxpayer”), Baldwin Risk Partners, LLC, a Delaware limited liability company (“OpCo”), each of the Members (as defined below) from time to time party hereto, and each of the successors and assigns hereto.

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TAX RECEIVABLE AGREEMENT by and among FALCON’S BEYOND GLOBAL, INC. FALCON’S BEYOND GLOBAL, LLC THE TRA HOLDER REPRESENTATIVE (as defined herein), the several TRA HOLDERS (as defined herein) and OTHER TRA HOLDERS FROM TIME TO TIME PARTY HERETO Dated as...
Tax Receivable Agreement • October 12th, 2023 • Falcon's Beyond Global, Inc. • Services-miscellaneous amusement & recreation • Delaware

This TAX RECEIVABLE AGREEMENT (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of October 6, 2023, is entered into by and among Falcon’s Beyond Global, Inc., a Delaware corporation, formerly known as Palm Holdco, Inc. (the “Corporation”), Falcon’s Beyond Global, LLC, a Delaware limited liability company (the “LLC”), the TRA Holder Representative (as defined below), and each of the Exchange TRA Holders (as defined below) from time to time made party hereto (collectively, the “TRA Holders”).

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Certain information has been excluded from this agreement (indicated by “[***]”) because Smith Douglas Homes Corp. has determined such information (i) is not material and (ii) would be competitively harmful if publicly disclosed.
Tax Receivable Agreement • January 16th, 2024 • Smith Douglas Homes Corp. • Operative builders

This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of January 10, 2024, is hereby entered into by and among Smith Douglas Homes Corp., a Delaware corporation (the “Corporation”), Smith Douglas Holdings LLC, a Delaware limited liability company (the “LLC”) and each of the TRA Parties.

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EX-10.3 4 a2215172zex-10_3.htm EX-10.3 TAX RECEIVABLE AGREEMENT
Tax Receivable Agreement • May 5th, 2020 • Delaware

This TAX RECEIVABLE AGREEMENT (as amended from time to time, this “Agreement”), dated as of , 2013, is hereby entered into by and among Jones Energy, Inc., a Delaware corporation (the “Corporation”), Jones Energy Holdings, LLC, a Delaware limited liability company (“Holdings”), and each of the Members (as defined herein).

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EX-10.4 8 d644323dex104.htm EX-10.4 FORM OF TAX RECEIVABLE AGREEMENT among PARSLEY ENERGY, INC., PARSLEY ENERGY, LLC, CERTAIN MEMBERS OF PARSLEY ENERGY, LLC, and [AGENT] DATED AS OF [•], 2014 TAX RECEIVABLE AGREEMENT
Tax Receivable Agreement • May 5th, 2020 • Texas

This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of [•], 2014, is hereby entered into by and among Parsley Energy, Inc., a Delaware corporation (the “Corporate Taxpayer”), Parsley Energy, LLC, a Delaware limited liability company (“Parsley Energy”), the members of Parsley Energy set forth on Schedule A (the “Members”), and [ ] (the “Agent”).

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EX-10.27 36 d299355dex1027.htm EX-10.27 FORM OF TAX RECEIVABLE AGREEMENT between VINE RESOURCES INC. and THE PERSONS NAMED HEREIN Dated as of [ ], 2017 Page TAX RECEIVABLE AGREEMENT
Tax Receivable Agreement • May 5th, 2020 • Delaware

This TAX RECEIVABLE AGREEMENT (this “Agreement”), is dated as of [ ], 2017, and is between Vine Resources Inc., a Delaware corporation (including any successor corporation, the “Corporate Taxpayer”), Vine Investment LLC, a Delaware limited liability company (“Vine Investment”), and each of the other persons from time to time party hereto (each a “TRA Party” and together the “TRA Parties”).

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EX-10.12 13 dex1012.htm TAX RECEIVABLE AGREEMENT, DATED AS OF JULY 13, 2007 TAX RECEIVABLE AGREEMENT
Tax Receivable Agreement • May 5th, 2020 • New York

This TAX RECEIVABLE AGREEMENT (as amended from time to time, this “Agreement”), dated as of July 13, 2007, is hereby entered into by and among APO Corp., a Delaware corporation (“APO Corp.”), Apollo Principal Holdings II, L.P., a Delaware limited partnership (“Apollo Principal II”), Apollo Principal Holdings IV, L.P., a Cayman Islands exempted limited partnership (“Apollo Principal IV”), Apollo Management Holdings, L.P., a Delaware limited partnership (“AMH”) (together with all other Persons (as defined herein) in which APO Corp. acquires a partnership interest, member interest or similar interest after the date hereof and who execute and deliver a joinder contemplated in Section 7.14, the “Partnerships”), and each of the undersigned parties hereto identified as “Holders”.

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EX-10.3 8 dex103.htm FORM OF TAX RECEIVABLE AGREEMENT FORM OF TAX RECEIVABLE AGREEMENT
Tax Receivable Agreement • May 5th, 2020 • New York

This TAX RECEIVABLE AGREEMENT (as amended from time to time, this “Agreement”), dated as of November 2007, is hereby entered into by and among Och-Ziff Capital Management Group LLC, a Delaware limited liability company (“Parent”), Och-Ziff Holding Corporation, a Delaware corporation (the “Corporation”), Och-Ziff Holding LLC, a Delaware limited liability company (“Holdings”), OZ Management LP, a Delaware limited partnership (“OZ Management”), OZ Advisors LP, a Delaware limited partnership (“OZ Advisors”) (OZ Management and OZ Advisors, together with all other Persons (as defined herein) in which the Corporation acquires a general partnership interest, managing member interest or similar interest after the date hereof and who execute and deliver a joinder contemplated in Section 7.14, the “Operating Group Entities”), OZ Advisors II LP, a Delaware limited partnership (“OZ Advisors II”, and together with the Operating Group Entities, the “Partnerships”), and each of the undersigned parties

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TAX RECEIVABLE AGREEMENT by and among ZEO ENERGY CORP., CERTAIN OTHER PERSONS NAMED HEREIN, and AGENT DATED AS OF MARCH 13, 2024
Tax Receivable Agreement • March 20th, 2024 • Zeo Energy Corp. • Miscellaneous electrical machinery, equipment & supplies • Delaware

This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of March 13, 2024, is hereby entered into by and among Zeo Energy Corp. (f/k/a ESGEN Acquisition Corporation), a Delaware corporation (“PubCo”), the TRA Holders and the Agent.

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TAX RECEIVABLE AGREEMENT
Tax Receivable Agreement • November 4th, 2014 • Fifth Street Asset Management Inc. • Investment advice • New York

This TAX RECEIVABLE AGREEMENT (as amended from time to time, this “Agreement”), dated as of October 29, 2014, is hereby entered into by and among Fifth Street Asset Management Inc. (the “Corporation”), Fifth Street Holdings L.P., (“Holdings”), Leonard M. Tannenbaum, Bernard D. Berman, Ivelin M. Dimitrov, the Tannenbaum Family 2012 Trust, the Bernard D. Berman 2012 Trust and FSC CT II, Inc.

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EX-10.4 5 a2226927zex-10_4.htm EX-10.4 FORM OF TAX RECEIVABLE AGREEMENT
Tax Receivable Agreement • May 5th, 2020 • Delaware

TAX RECEIVABLE AGREEMENT, dated as of [·], 2016 (this “Agreement”), among Red Rock Resorts, Inc., a Delaware corporation (the “Corporation”), Station Holdco LLC, a Delaware limited liability company (the “Company”), and each of the undersigned parties hereto identified as “ Members.” Capitalized terms used but not otherwise defined are defined in or by reference to Section 1.01.

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EX-10.5 5 d474016dex105.htm EX-10.5 FORM OF TAX RECEIVABLE AGREEMENT (EXCHANGES) among ARTISAN PARTNERS ASSET MANAGEMENT INC. and EACH LIMITED PARTNER OF ARTISAN PARTNERS HOLDINGS LP Dated as of , 2013 Page Exhibit A: Joinder Annex A: List of LP Unit...
Tax Receivable Agreement • May 5th, 2020 • Delaware

This TAX RECEIVABLE AGREEMENT (EXCHANGES) (“Agreement”), dated as of , 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.

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EX-10.2 5 d776094dex102.htm EX-10.2 FORM OF TAX RECEIVABLE AGREEMENT among THE HABIT RESTAURANTS, INC. and its WHOLLY-OWNED SUBSIDIARY and EACH MEMBER OF THE HABIT RESTAURANTS, LLC LISTED ON ANNEX A Dated as of [ ], 2014
Tax Receivable Agreement • May 5th, 2020 • Delaware

This TAX RECEIVABLE AGREEMENT (“Agreement”), dated as of [ ], 2014 and effective upon the consummation of the Recapitalization Transactions (as defined in the Recapitalization Agreement (as defined herein)) and prior to the IPO Closing, is hereby entered into by and among The Habit Restaurants, Inc., a Delaware corporation (“Corporate Taxpayer”), the wholly-owned Subsidiary of Corporate Taxpayer, each LLC Unit Holder (as defined below), and each of the successors and assigns thereto.

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TAX RECEIVABLE AGREEMENT (MERGERS) among VIRTU FINANCIAL, INC., SLP III EW FEEDER I, L.P. and HAVELOCK FUND INVESTMENTS PTE LTD.
Tax Receivable Agreement • May 29th, 2015 • Virtu Financial, Inc. • Security brokers, dealers & flotation companies • Delaware

This TAX RECEIVABLE AGREEMENT (MERGERS) (as amended from time to time, this “Agreement”), dated as of April 15, 2015, is hereby entered into by and among Virtu Financial, Inc., a Delaware corporation (the “Corporate Taxpayer”), SLP III EW Feeder I, L.P., a Delaware limited partnership (the “SLP Stockholder”), and Havelock Fund Investments Pte Ltd., a Singapore private limited company (the “Temasek Stockholder”, and together with the SLP Stockholder, the “Stockholders”), and each of the successors and assigns thereto.

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EX-10.13 4 d273299dex1013.htm FORM OF TAX RECEIVABLE AGREEMENT FORM OF TAX RECEIVABLE AGREEMENT
Tax Receivable Agreement • May 5th, 2020 • Delaware

This TAX RECEIVABLE AGREEMENT (this “Agreement”) is dated as of ___________ __, 2012, by and between Edgen Group Inc., a Delaware corporation (“Edgen”), and [Edgen Murray II, L.P., a Delaware limited partnership / Bourland & Leverich Holdings LLC, a Delaware limited liability company1] (“Partnership”). Unless otherwise defined herein, capitalized terms have the meaning given to them in Article I hereof.

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TAX RECEIVABLE AGREEMENT
Tax Receivable Agreement • April 22nd, 2014 • Moelis & Co • Investment advice • Delaware

This TAX RECEIVABLE AGREEMENT (as amended from time to time, this “Agreement”), dated as of April 15, 2014, is hereby entered into by and among Moelis & Company, a Delaware corporation (the “Corporation”), Moelis Holdings Feeder, Inc., a Delaware corporation (“Feeder”), Moelis & Company Group LP, a Delaware limited partnership (the “Partnership”), and each of the Partners listed on Schedule 1 hereto.

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EX-10.3 6 dex103.htm FORM OF THE VIRGIN GROUP TAX RECEIVABLE AGREEMENT FORM OF TAX RECEIVABLE AGREEMENT dated as of Page
Tax Receivable Agreement • May 5th, 2020 • New York
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TAX RECEIVABLE AGREEMENT by and among BRIDGE INVESTMENT GROUP HOLDINGS INC. BRIDGE INVESTMENT GROUP HOLDINGS LLC and THE MEMBERS (AS DEFINED HEREIN) FROM TIME TO TIME PARTY HERETO Dated as of ___________, 2021
Tax Receivable Agreement • July 2nd, 2021 • Bridge Investment Group Holdings Inc. • Investment advice • New York

This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of ___________, 2021 is hereby entered into by and among Bridge Investment Group Holdings Inc., a Delaware corporation (the “Corporation”), Bridge Investment Group Holdings LLC, a Delaware limited liability company (“Bridge Holdings”), and each of the Members (as defined herein).

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Contract
Tax Receivable Agreement • May 5th, 2020 • Delaware

EX-10.4 8 apam-ex104x2013x3x31.htm EXHIBIT 10.4 EXECUTION VERSION TAX RECEIVABLE AGREEMENT (MERGER) between ARTISAN PARTNERS ASSET MANAGEMENT INC. and H&F BREWER AIV II, L.P. Dated as of March 6, 2013

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TAX RECEIVABLE AGREEMENT by and among VERITIV CORPORATION and UWW HOLDINGS, LLC Dated as of July 1, 2014
Tax Receivable Agreement • July 3rd, 2014 • Veritiv Corp • Wholesale-paper & paper products • Delaware

This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of July 1, 2014, is hereby entered into by and among Veritiv Corporation, a Delaware corporation (“Spinco”) and UWW Holdings, LLC, a Delaware limited liability company (“Holdings”), in its capacity as a Beneficiary (as defined below) and a representative of the Beneficiaries (in such representative capacity, and along with any successor as provided in Section 7.06(a), the “Representative”).

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FORM OF TAX RECEIVABLE AGREEMENT by and among loanDepot, Inc., and the Recipients that are parties hereto dated as of February 11, 2021
Tax Receivable Agreement • February 16th, 2021 • loanDepot, Inc. • Finance services • Delaware

This TAX RECEIVABLE AGREEMENT (as amended from time to time, this “Agreement”), dated as of February 11, 2021, is hereby entered into by and among loanDepot, Inc., a Delaware corporation (the “Corporation”), LD Holdings Group LLC, a Delaware limited liability company (“loanDepot”), and the initial Recipients identified below. Capitalized terms used and not otherwise defined herein have the meanings set forth in Article I.

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TAX RECEIVABLE AGREEMENT (EXCHANGES) among EMDEON INC., H&F ITR HOLDCO, L.P., GA ITR HOLDCO, L.P., and GA-H&F ITR HOLDCO, L.P. Dated as of August 17, 2009
Tax Receivable Agreement • August 17th, 2009 • Emdeon Inc. • Services-business services, nec • New York

This TAX RECEIVABLE AGREEMENT (EXCHANGES) (this “Agreement”), dated as of August 17, 2009, is hereby entered into by and among Emdeon Inc., a Delaware corporation (the “Corporate Taxpayer”), H&F ITR Holdco, L.P., a Delaware limited partnership (the “HF ITR Entity”), GA ITR Holdco, L.P., a Delaware limited partnership (the “GA ITR Entity”), GA-H&F ITR Holdco, L.P., a Delaware limited partnership (the “ITR Entity”), and each of the successors and assigns thereto.

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FOURTH AMENDED AND RESTATED TAX RECEIVABLE AGREEMENT
Tax Receivable Agreement • May 8th, 2023 • Ares Management Corp • Investment advice • Delaware

This FOURTH AMENDED AND RESTATED TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of May 1, 2023 (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 (as defined herein) 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 maintained by the Parent (the “Limited Partners” and together with AOH and Alleghany, the “TRA Holders”).

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TAX RECEIVABLE AGREEMENT
Tax Receivable Agreement • March 10th, 2017 • Hamilton Lane INC • Investment advice • Pennsylvania

This TAX RECEIVABLE AGREEMENT (as amended from time to time, this “Agreement”), dated as of March 6, 2017, is hereby entered into by and among Hamilton Lane Incorporated, a Delaware corporation (the “Corporation”), Hamilton Lane Advisors, L.L.C., a Pennsylvania limited liability company (“HLA”), and each of the HLA Members (as defined below).

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