THIRD AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF ARES INVESTMENTS L.P. Dated as of November 26, 2018Limited Partnership Agreement • February 26th, 2019 • Ares Management Corp • Investment advice • Delaware
SECOND AMENDED AND RESTATED TAX RECEIVABLE AGREEMENTTax Receivable Agreement • February 26th, 2019 • Ares Management Corp • Investment advice • Delaware
This SECOND AMENDED AND RESTATED TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of November 26, 2018 (the “Effective Date”), is entered into by and among Ares Management Corporation, a Delaware corporation (the “Parent”), Ares Holdings Inc., a Delaware corporation (“Holdings Inc.”), Ares Offshore Holdings Ltd., a Cayman Islands exempted company (“Offshore Holdings Ltd.”), Ares AI Holdings L.P., a Delaware limited partnership (“AI Holdings” and together with the Parent, Holdings Inc. and Offshore Holdings Ltd., the “AOG Topco Entities”), Ares Holdings L.P., a Delaware limited partnership (“Ares Holdings”), Ares Offshore Holdings L.P. (“Ares Offshore”), Ares Investments L.P. (“Ares Investments” and together with Ares Holdings, Ares Offshore and all other Persons (as defined herein) in which the AOG Topco Entities acquire a partnership interest or similar interest after the Effective Date and who execute and deliver a joinder contemplated in Section 7.12, the “Partnerships”), Ares
FOURTH AMENDED AND RESTATED AGREEMENT OF EXEMPTED LIMITED PARTNERSHIP OF ARES OFFSHORE HOLDINGS L.P. Dated on November 26, 2018Ares Management Corp • February 26th, 2019 • Investment advice
FOURTH AMENDED AND RESTATED AGREEMENT OF EXEMPTED LIMITED PARTNERSHIP (this “Agreement”) of Ares Offshore Holdings L.P. (the “Partnership”), entered into on November 26, 2018, among AOF Holdco LLC, a Delaware limited liability company, as general partner, and the Limited Partners (as defined herein) of the Partnership.
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • February 26th, 2019 • Ares Management Corp • Investment advice • Delaware
This INDEMNIFICATION AGREEMENT (this “Agreement”) is dated as of _________ among Ares Management Corporation, a Delaware corporation (the “Company”), Ares Management GP LLC, a Delaware limited liability company (“Ares GP”), Ares Holdings L.P., a Delaware limited partnership (“Ares Holdings”), Ares Investments L.P., a Delaware limited partnership (“Ares Investments”), and Ares Offshore Holdings L.P., a Cayman Islands exempted limited partnership (“Ares Offshore” and, together with the Company, Ares GP, Ares Holdings and Ares Investments, the “Indemnitors”), and the indemnitee named on the signature pages hereto (“Indemnitee”).
INVESTOR RIGHTS AGREEMENT BY AND AMONG ARES MANAGEMENT CORPORATION ARES OWNERS HOLDINGS L.P., ALLEGHANY INSURANCE HOLDINGS LLC, AND THE HOLDERS OF SECURITIES PARTY HERETO Effective November 26, 2018Investor Rights Agreement • February 26th, 2019 • Ares Management Corp • Investment advice • Delaware
This INVESTOR RIGHTS AGREEMENT (this “Agreement”) is dated as of November 26, 2018 (the “Effective Date”), by and among (i) Ares Management Corporation, a Delaware corporation (the “Issuer”), (ii) Ares Owners Holdings L.P., a Delaware limited partnership (“Ares LP”), (iii) Alleghany Insurance Holdings LLC, a Delaware limited liability company (“Alleghany”) and (iv) each other holder of equity interests in any Company who hereafter delivers a written agreement to be bound by the terms hereof in the form of Exhibit A. Certain capitalized terms used herein are defined in Section 5.1.
FORM OF PHANTOM SHARE AGREEMENT PURSUANT TO THE ARES MANAGEMENT CORPORATION SECOND AMENDED & RESTATED 2014 EQUITY INCENTIVE PLANEquity Incentive Plan • February 26th, 2019 • Ares Management Corp • Investment advice • Delaware
THIS AGREEMENT (the “Agreement”) is entered into as of (the “Grant Date”), by and between Ares Management Corporation, a Delaware corporation (the “Company”), and (the “Participant”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Ares Management Corporation Second Amended & Restated 2014 Equity Incentive Plan (the “Plan”).
FOURTH AMENDED AND RESTATED EXCHANGE AGREEMENTFourth Amended And • February 26th, 2019 • Ares Management Corp • Investment advice • Delaware
FOURTH AMENDED AND RESTATED EXCHANGE AGREEMENT (this “Agreement”), dated as of November 26, 2018 (the “Effective Date”), by and among the Issuer (as defined below), each Ares Operating Group Entity (as defined below), each AOG TopCo Entity (as defined below), each AOG IntermediateCo Entity (as defined below) and each Ares Operating Group Limited Partner (as defined below) from time to time party to this Agreement.
FORM OF OPTION AGREEMENT PURSUANT TO THE ARES MANAGEMENT CORPORATION SECOND AMENDED & RESTATED 2014 EQUITY INCENTIVE PLANEquity Incentive Plan • February 26th, 2019 • Ares Management Corp • Investment advice • Delaware
THIS AGREEMENT (the “Agreement”) is entered into as of (the “Grant Date”), by and between Ares Management Corporation, a Delaware corporation (the “Company”), and (the “Participant”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Ares Management Corporation Second Amended & Restated 2014 Equity Incentive Plan (the “Plan”).
