0000921895-15-000070 Sample Contracts

FIFTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF STEEL PARTNERS HOLDINGS L.P.
Steel Partners Holdings L.P. • January 13th, 2015 • Miscellaneous primary metal products • Delaware

THIS FIFTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF STEEL PARTNERS HOLDINGS L.P. dated as of July 14, 2009, is entered into by and among Steel Partners Holdings GP Inc., a Delaware corporation, as the General Partner and as the lawful agent and attorney-in-fact for the Limited Partners, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein.

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SIXTH AMENDED AND RESTATED MANAGEMENT AGREEMENT
Management Agreement • January 13th, 2015 • Steel Partners Holdings L.P. • Miscellaneous primary metal products • New York

THIS SIXTH AMENDED AND RESTATED MANAGEMENT AGREEMENT is entered into effective as of January 1, 2015, by and between SP Corporate Services LLC, a Delaware limited liability company (“SP Corporate”), and SP General Services LLC, a Delaware limited liability company (together with its permitted assignees, the “Manager”).

INCENTIVE UNIT AGREEMENT
Incentive Unit Agreement • January 13th, 2015 • Steel Partners Holdings L.P. • Miscellaneous primary metal products • New York

THIS INCENTIVE UNIT AGREEMENT is entered into effective as of May 11, 2012, by and between Steel Partners Holdings L.P., a Delaware limited partnership (the “Partnership”) and SPH SPV–I LLC, a Delaware limited liability company (“SPH SPV”).

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