Ares Sports, Media & Entertainment Opportunities LP Sample Contracts

DEALER MANAGER AGREEMENT
Dealer Manager Agreement • October 17th, 2025 • Ares Sports, Media & Entertainment Opportunities LP • Colorado

This Dealer Manager Agreement (this “Agreement”) is entered into by and between Ares Sports, Media and Entertainment Opportunities LP (the “Fund”) and Ares SME O TE LP (the “Feeder”), each a Delaware limited partnership (the Fund and the Feeder, collectively, the “Partnership”), and Ares Wealth Management Solutions, LLC (the “Dealer Manager”).

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SECOND AMENDED AND RESTATED MANAGEMENT AGREEMENT
Management Agreement • October 17th, 2025 • Ares Sports, Media & Entertainment Opportunities LP • Delaware

This Second Amended and Restated Management Agreement (this “Agreement”) is made as of August 1, 2025 by and among those entities listed on Exhibit A hereto (each a “Partnership”, and collectively, the “Partnerships”), Ares Capital Management LLC, a Delaware limited liability company (the “Manager”) and Ares SME Management O GP LLC, a Delaware limited liability company (the “General Partner”).

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ARES SPORTS, MEDIA AND ENTERTAINMENT OPPORTUNITIES LP FOURTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT DATED AS OF DECEMBER 10, 2025
Limited Partnership Agreement • December 15th, 2025 • Ares Sports, Media & Entertainment Opportunities LP • Investment advice • Delaware

This FOURTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT (this “Agreement”) of ARES SPORTS, MEDIA AND ENTERTAINMENT OPPORTUNITIES LP, a Delaware limited partnership (the “Partnership”), is made as of this 10th day of December, 2025, by and among Ares SME Management O GP LLC, a Delaware limited liability company, as general partner (the “General Partner”) and the parties listed in the books and records as limited partners of the Partnership, as limited partners.

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AMENDED AND RESTATED DEALER MANAGER AGREEMENT
Dealer Manager Agreement • February 17th, 2026 • Ares Sports, Media & Entertainment Opportunities LP • Investment advice • New York

This Amended and Restated Dealer Manager Agreement (this “Agreement”) is entered into by and between Ares Sports, Media and Entertainment Opportunities LP (the “Fund”) and Ares SME O TE LP (the “Feeder”), each a Delaware limited partnership (the Fund and the Feeder, collectively, the “Partnership”), Ares Wealth Management Solutions, LLC, a Colorado limited liability company (“AWMS”) and Ares Management Capital Markets LLC, a Delaware limited liability company (“AMCM” or the “Dealer Manager”) on December 22, 2025, and is effective as of January 2, 2026 (the “Effective Date”).

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GUARANTEE AND SECURITY AGREEMENT
Guarantee and Security Agreement • April 2nd, 2026 • Ares Sports, Media & Entertainment Opportunities LP • Investment advice

GUARANTEE AND SECURITY AGREEMENT, dated as of March 27, 2026 (as amended, modified or supplemented from time to time, this “Agreement”), made by ARES SPORTS, MEDIA AND ENTERTAINMENT OPPORTUNITIES LP, as guarantor and as grantor (the “Guarantor”), for the benefit of THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION (“BNY”), in its capacity as collateral agent (the “Collateral Agent”) and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION in its capacity as administrative agent for the Lenders (as defined in the Loan and Security Agreement (as defined below)) (the “Administrative Agent”), on behalf of the Secured Parties (as defined in the Loan and Security Agreement (as defined below)) (together with their successors and assigns in such capacities under the Loan Documents, the “Beneficiaries”).

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