INDEMNIFICATION AGREEMENTIndemnification Agreement • October 20th, 2011 • Oaktree Capital Group, LLC • Investment advice • Delaware
This Indemnification Agreement (the “Agreement”) is made as of by and between Oaktree Capital Management, L.P., a Delaware limited partnership (the “Company”), and (the “Indemnitee”).
SECOND AMENDED AND RESTATED TAX RECEIVABLE AGREEMENTTax Receivable Agreement • October 20th, 2011 • Oaktree Capital Group, LLC • Investment advice • Delaware
This SECOND AMENDED AND RESTATED TAX RECEIVABLE AGREEMENT (as amended from time to time, this “Agreement”), dated as of , 2011, is hereby entered into by and among Oaktree Holdings, Inc., a Delaware corporation (“Holdings Inc.”), Oaktree AIF Holdings, Inc. (f/k/a Oaktree Media Holdings, Inc.), a Delaware corporation (“AIF Holdings Inc.”) (each a “Corporation” and collectively, the “Corporations”), Oaktree Capital II, L.P., a Delaware limited partnership (“Oaktree Capital II”), Oaktree Capital Management, L.P., a Delaware limited partnership (“OCM”), Oaktree Investment Holdings, L.P. a Delaware limited partnership (“Investment Holdings”), Oaktree AIF Investments, L.P. (f/k/a Oaktree Media Investments, L.P.), a Delaware limited partnership (“Oaktree AIF”), the entities set forth on the signature pages hereto (together with all other Persons (as defined herein) in which the Corporations acquire a partnership interest, limited liability company interest or similar interest after the date h
SECOND AMENDED AND RESTATED EXCHANGE AGREEMENT by and among OAKTREE CAPITAL GROUP, LLC, OCM HOLDINGS I, LLC, OAKTREE HOLDINGS, INC., OAKTREE AIF HOLDINGS, INC., OAKTREE HOLDINGS, LTD., OAKTREE CAPITAL GROUP HOLDINGS, L.P. and OTHER PARTIES JOINED...Exchange Agreement • October 20th, 2011 • Oaktree Capital Group, LLC • Investment advice • Delaware
This SECOND AMENDED AND RESTATED EXCHANGE AGREEMENT (the “Agreement”), dated as of [ ], 2011, is among Oaktree Capital Group, LLC, a Delaware limited liability company (“Oaktree”), OCM Holdings I, LLC, a Delaware limited liability company (“OCM Holdings”), Oaktree Holdings, Inc., a Delaware corporation (“Oaktree Inc.”), Oaktree AIF Holdings, Inc. (f/k/a Oaktree Media Holdings, Inc.), a Delaware corporation (“Oaktree AIF”), Oaktree Holdings, Ltd., a Cayman Islands exempted company (“Oaktree Ltd.”), Oaktree Capital Group Holdings, L.P., a Delaware limited partnership (“OCGH”), the OCGH Limited Partners (as defined below) and other parties joined hereto from time to time pursuant to Section 3.3. Capitalized terms used but not otherwise defined herein have the respective meanings ascribed thereto in Section 1.1.
Oaktree Capital Group, LLC Class A Units Representing Limited Liability Company Interests Underwriting AgreementUnderwriting Agreement • October 20th, 2011 • Oaktree Capital Group, LLC • Investment advice • New York
Oaktree Capital Group, LLC, a Delaware limited liability company (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom Goldman, Sachs & Co. and Morgan Stanley & Co. LLC are acting as representatives (collectively, the “Representatives”), an aggregate of [•] Class A units, representing limited liability company interests of the Company (the “Class A Units”) and, at the election of the Underwriters, up to [•] additional Class A Units, and the unitholders named in Schedule II hereto (the “Selling Unitholders”) propose, subject to the terms and conditions stated herein, to sell to the Underwriters an aggregate of [•] Class A Units and, at the election of the Underwriters, up to [•] additional Class A Units. The aggregate of the [•] Class A Units to be sold by the Company and the Selling Unitholders are herein called the “Firm Units”, and the aggregate of [•] additional un
