FORM OF FIFTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ARTISAN PARTNERS HOLDINGS LP, a Delaware Limited PartnershipArtisan Partners Asset Management Inc. • October 16th, 2013 • Investment advice • Delaware
This FIFTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ARTISAN PARTNERS HOLDINGS LP, dated as of , 2013 and effective as of the Effective Time, is by and among Artisan Partners Asset Management Inc., as the General Partner, and the persons identified in the Register as the Class A Common Unit Holders, the Class B Common Unit Holders, the Class D Common Unit Holders, the Class E Common Unit Holders and the Preferred Unit Holders, as Limited Partners. Capitalized terms used herein without definition shall have the meanings assigned thereto on the attached Appendix A.
FORM OF AMENDED AND RESTATED RESALE AND REGISTRATION RIGHTS AGREEMENT dated as of among ARTISAN PARTNERS ASSET MANAGEMENT INC. and THE STOCKHOLDERS PARTY HERETOResale and Registration Rights Agreement • October 16th, 2013 • Artisan Partners Asset Management Inc. • Investment advice • Delaware
This AMENDED AND RESTATED RESALE AND REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of , 2013 and effective as provided in Section 5.01, is by and among Artisan Partners Asset Management Inc., a Delaware corporation (the “Company”), each Stockholder listed on the signature pages to this Agreement, each Stockholder listed on Schedule B hereto and each Stockholder who has executed a Joinder to Resale and Registration Rights Agreement in the form attached hereto as Exhibit A (the “Stockholders”).
UNIT AND SHARE PURCHASE AGREEMENTUnit and Share Purchase Agreement • October 16th, 2013 • Artisan Partners Asset Management Inc. • Investment advice • Delaware
UNIT AND SHARE PURCHASE AGREEMENT (the “Agreement”), dated as of October 15, 2013, between (i) Artisan Partners Asset Management Inc. (“APAM”), a Delaware corporation, and (ii) H&F Brewer AIV, L.P., Hellman & Friedman Capital Associates V, L.P. (each, a “Selling Preferred Unit Holder”) and H&F Brewer AIV II, L.P. (the “Selling Preferred Stockholder”, and together with the Selling Preferred Unit Holders, the “H&F Funds”).
