BrightSphere Investment Group Inc. Sample Contracts

FORM OF INDEMNITY AGREEMENT
Form of Indemnity Agreement • July 15th, 2019 • BrightSphere Investment Group Inc. • Investment advice • Delaware

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [_________], 2019, by and between BrightSphere Investment Group Inc., a Delaware corporation (the “Company”), and [_________] (“Indemnitee”).

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REGISTRATION RIGHTS AGREEMENT dated as of May 17, 2019 by and among BrightSphere Investment Group Inc. and
Registration Rights Agreement • August 9th, 2019 • BrightSphere Investment Group Inc. • Investment advice • Delaware

This Registration Rights Agreement, dated as of May 17, 2019 (this “Agreement”), is by and among BrightSphere Investment Group Inc., a Delaware corporation (the “Company”), and Paulson & Co. Inc., a Delaware corporation, (on behalf of the funds and accounts managed by it and its affiliates, “Paulson”, and together with the Company, each a “Party” and, collectively, the “Parties”). This Agreement shall be effective as of the date the shareholders of BrightSphere Investment Group plc vote to approve an exchange of ordinary shares held by each of the shareholders of BrightSphere Investment Group plc for shares of common stock of the Company (the “Effective Date”).

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Contract
Revolving Credit Agreement • March 1st, 2021 • BrightSphere Investment Group Inc. • Investment advice • New York

WHEREAS, the Assignor has entered into that certain Revolving Credit Agreement dated as of August 20, 2019 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing Credit Agreement”), among the Assignor, the lenders from time to time party thereto and the Agent;

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AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • May 8th, 2023 • BrightSphere Investment Group Inc. • Investment advice

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is effective as of the 4th day of May, 2023 by and between BrightSphere Inc., a Delaware corporation with an address at 200 State Street, 13th Floor, Boston, Massachusetts 02109 (“BrightSphere”), and Christina Wiater (the “Employee”).

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AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • May 11th, 2020 • BrightSphere Investment Group Inc. • Investment advice • Massachusetts

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is effective as of the 15th day of April, 2020 by and between BrightSphere Inc., a Delaware corporation with an address at 200 Clarendon Street, 53rd Floor, Boston, Massachusetts 02116 (“BrightSphere”), and Suren Rana (the “Executive”).

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STOCKHOLDER AGREEMENT BETWEEN BRIGHTSPHERE INVESTMENT GROUP INC. AND PAULSON & CO. INC. DATED AS OF MAY 17, 2019
Stockholders Agreement • August 9th, 2019 • BrightSphere Investment Group Inc. • Investment advice • Delaware

THIS STOCKHOLDERS AGREEMENT (this “Agreement”), dated as of May 17, 2019, is among BrightSphere Investment Group Inc., a Delaware corporation (the “Company”) and Paulson & Co. Inc. a Delaware corporation (on behalf of certain Related Persons, “Paulson”). This Agreement shall be effective as of the date the shareholders of BrightSphere Investment Group plc vote to approve an exchange of ordinary shares held by each of the shareholders of BrightSphere Investment Group plc for shares of common stock of the Company (the “Effective Date”).

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BRIGHTSPHERE INVESTMENT GROUP INC. EQUITY INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • May 11th, 2020 • BrightSphere Investment Group Inc. • Investment advice • Delaware

THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”) is made effective as of , 20 (the “Grant Date”) between BrightSphere Investment Group Inc., a Delaware corporation (the “Company”), and the Participant (the “Participant”).

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BRIGHTSPHERE INVESTMENT GROUP INC. OPTION AWARD AGREEMENT
Option Award Agreement • May 11th, 2020 • BrightSphere Investment Group Inc. • Investment advice • Delaware

THIS OPTION AWARD AGREEMENT (this “Agreement”), is entered into as of April 21, 2020, by and between BrightSphere Investment Group Inc. (the “Company”), and Suren Rana (the “Participant”).

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EQUITY INCENTIVE PLAN OPTION AWARD AGREEMENT
Option Award Agreement • February 28th, 2022 • BrightSphere Investment Group Inc. • Investment advice

THIS OPTION AWARD AGREEMENT (this “Agreement”), is entered into as of __________, 20__, by and between BrightSphere Investment Group Inc., a Delaware corporation, and the “Participant”.

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VOTING AGREEMENT
Voting Agreement • April 24th, 2019 • BrightSphere Investment Group Inc. • Investment advice • New York

VOTING AGREEMENT (this “Agreement”), dated as of April __, 2019, among BrightSphere Investment Group plc, a company organized under the laws of England and Wales (the “Company”), and Paulson & Co. Inc., a Delaware corporation (on behalf of the funds and accounts managed by it and its affiliates, the “Shareholder”).

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SECOND AMENDMENT TO THE SEVENTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ACADIAN ASSET MANAGEMENT LLC
Limited Liability Company Agreement • February 28th, 2024 • BrightSphere Investment Group Inc. • Investment advice

This Second Amendment (this “Amendment”) effective as of December 30, 2023 to the Seventh Amended and Restated Limited Liability Agreement of Acadian Asset Management LLC (the “Company”), dated as of February 26, 2018, as amended from time to time (the “Agreement”), is made and entered into by and between BrightSphere Affiliate Holdings LLC f/k/a OMAM Affiliate Holdings LLC (“BrightSphere”) and Acadian KELP LP (“KELP”). Capitalized expressions not otherwise defined in this Amendment shall have the meanings ascribed to them in the Agreement.

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FOURTH SUPPLEMENTAL INDENTURE
Fourth Supplemental Indenture • August 9th, 2019 • BrightSphere Investment Group Inc. • Investment advice • New York

Indenture”), among (i) BrightSphere Investment Group plc (formerly known as OM Asset Management PLC), a public limited company formed and existing under the laws of England and Wales (herein called the “Original Issuer”), (ii) BrightSphere Investment Group Inc., a Delaware corporation (together with its successors and assigns, the “Successor Company”), (iii) Wilmington Trust, National Association, a national banking association duly organized and existing under the laws of United States of America, as Trustee (herein called the “Trustee”), and (iv) Citibank, N.A., a national banking association duly organized and existing under the laws of the United States of America, as Securities Administrator (herein called the “Securities Administrator”), to the Indenture, dated as of July 25, 2016, among the Original Issuer, the Trustee and the Securities Administrator (the “Base Indenture”).

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EQUITY PURCHASE AGREEMENT by and among BRIGHTSPHERE INC., TS&W INVESTMENT HOLDINGS LP, THOMPSON, SIEGEL & WALMSLEY LLC, WS&T INVESTMENT HOLDINGS GP LLC, PENDAL USA INC., and (solely for purposes of Section 2.3.2(c), Article 7, and Section 11.17)...
Equity Purchase Agreement • August 9th, 2021 • BrightSphere Investment Group Inc. • Investment advice • Delaware
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EQUITY PURCHASE AGREEMENT by and among BRIGHTSPHERE INTERMEDIARY (BHMS) LLC, BHMS INVESTMENT GP LLC, BHMS INVESTMENT HOLDINGS LP, BARROW, HANLEY, MEWHINNEY & STRAUSS, LLC, PERPETUAL US HOLDING COMPANY, INC. and solely with respect to Section 11.16...
Equity Purchase Agreement • July 27th, 2020 • BrightSphere Investment Group Inc. • Investment advice • New York

This Equity Purchase Agreement, dated as of July 26, 2020 (as the same may be amended or otherwise modified in accordance with the terms hereof, this “Agreement”), is made by and among BrightSphere Intermediary (BHMS) LLC, a Delaware limited liability company (the “Seller”), BHMS Investment GP LLC, a Delaware limited liability company (“BHMS GP”), BHMS Investment Holdings LP, a Delaware limited partnership (“BHMS LP”), Barrow, Hanley, Mewhinney & Strauss, LLC, a Delaware limited liability company (the “Company” and together with BHMS GP and BHMS LP, the “Group Companies” and each individually a “Group Company”), Perpetual US Holding Company, Inc., a Delaware corporation (the “Buyer”) and, solely with respect to Section 11.16 hereof, Perpetual Limited, an Australian corporation (the “Buyer Parent” and together with the Seller, the Group Companies, and the Buyer, the “Parties” and each individually a “Party”).

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STOCK REPURCHASE AGREEMENT
Stock Repurchase Agreement • November 4th, 2021 • BrightSphere Investment Group Inc. • Investment advice • New York

This Stock Repurchase Agreement (this “Agreement”) is made as of the 3rd day of November, 2021, by and between BrightSphere Investment Group Inc., a Delaware corporation (the “Company”), Paulson & Co. Inc., a Delaware corporation (the “Seller”), and Paulson Partners L.P., a Delaware limited partnership, and Paulson Enhanced Ltd., a Cayman Islands company (together with Paulson Partners L.P., the “Funds” and each, a “Fund”).

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PENDAL USA INC. Boston, Massachusetts 02109
BrightSphere Investment Group Inc. • August 9th, 2021 • Investment advice • Delaware

Reference is made to that certain Equity Purchase Agreement by and among BrightSphere Inc. (“BSI”), TS&W Investment Holdings LP (“TS&W LP” and, together with BSI, the “Sellers”), Thomson, Siegel & Walmsley LLC (the “Company”), WS&T Investment Holdings GP LLC (“WS&T GP”), Pendal USA Inc. (the “Buyer”), and (solely for purposes of Section 2.3.2(c), Article 7, and Section 11.17 thereof) Pendal Group Limited, dated as of May 9, 2021 (the “Agreement”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Agreement.

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BRIGHTSPHERE INVESTMENT GROUP INC. EQUITY INCENTIVE PLAN
Restricted Stock Unit Award Agreement • May 11th, 2020 • BrightSphere Investment Group Inc. • Investment advice • Delaware

THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”) is made effective as of , 20 (the “Grant Date”) between BrightSphere Investment Group Inc., a Delaware corporation (the “Company”), and (the “Participant”).

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AMENDMENT TO THE SEVENTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF ACADIAN ASSET MANAGEMENT LLC
Limited Liability Company Operating Agreement • February 28th, 2023 • BrightSphere Investment Group Inc. • Investment advice

This Amendment (this “Amendment”) dated as of December 30, 2022 to the Seventh Amended and Restated Limited Liability Operating Agreement of Acadian Asset Management LLC (the “Company”), dated as of February 26, 2018 (the “Agreement”), is made and entered into by and between BrightSphere Affiliate Holdings LLC f/k/a OMAM Affiliate Holdings LLC (“BrightSphere”) and Acadian KELP LP (“KELP”). Capitalized expressions not otherwise defined in this Amendment shall have the meanings ascribed to them in the Agreement.

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THIRD SUPPLEMENTAL INDENTURE THIRD SUPPLEMENTAL INDENTURE, dated as of July 11, 2019 (this “Supplemental
Third Supplemental Indenture • August 9th, 2019 • BrightSphere Investment Group Inc. • Investment advice • New York

Indenture”), among (i) BrightSphere Investment Group plc (formerly known as OM Asset Management PLC), a public limited company formed and existing under the laws of England and Wales (herein called the “Original Issuer”), (ii) BrightSphere Investment Group Inc., a Delaware corporation (together with its successors and assigns, the “Successor Company”), (iii) Wilmington Trust, National Association, a national banking association duly organized and existing under the laws of United States of America, as Trustee (herein called the “Trustee”), and (iv) Citibank, N.A., a national banking association duly organized and existing under the laws of the United States of America, as Securities Administrator (herein called the “Securities Administrator”), to the Indenture, dated as of July 25, 2016, among the Original Issuer, the Trustee and the Securities Administrator (the “Base Indenture”).

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Contract
BrightSphere Investment Group Inc. • September 4th, 2020 • Investment advice • New York

AMENDMENT NO. 1 dated as of September 3, 2020 (this “Amendment”), to the Revolving CREDIT Agreement dated as of August 20, 2019 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among BRIGHTSPHERE INVESTMENT GROUP INC., a Delaware corporation (the “Borrower”), the LENDERS from time to time party thereto and CITIBANK, N.A., as administrative agent (the “Agent”).

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BRIGHTSPHERE INVESTMENT GROUP INC. NON-EMPLOYEE DIRECTORS’ EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • May 11th, 2020 • BrightSphere Investment Group Inc. • Investment advice • Delaware

THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”) is made effective as of , 20 (the “Grant Date”) between BrightSphere Investment Group Inc., a Delaware corporation (the “Company”), and (the “Participant”).

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BRIGHTSPHERE INVESTMENT GROUP INC. EQUITY INCENTIVE PLAN
Restricted Stock Unit Award Agreement • May 11th, 2020 • BrightSphere Investment Group Inc. • Investment advice • Delaware

THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”) is made effective as of , 20 (the “Grant Date”) between BrightSphere Investment Group Inc., a Delaware corporation (the “Company”), and (the “Participant”).

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EQUITY PURCHASE AGREEMENT by and among BRIGHTSPHERE (LANDMARK) LLC, LANDMARK INVESTMENT HOLDINGS LP, LANDMARK PARTNERS, LLC, ARES HOLDINGS L.P., solely for purposes of Section 10.18 hereof, BRIGHTSPHERE INVESTMENT GROUP INC., solely for purposes of...
Equity Purchase Agreement • May 7th, 2021 • BrightSphere Investment Group Inc. • Investment advice • Delaware

This Equity Purchase Agreement, dated as of March 30, 2021 (the “Signing Date”) (as the same may be amended or otherwise modified in accordance with the terms hereof, this “Agreement”), is made by and among BrightSphere (Landmark) LLC, a Delaware limited liability company (the “BrightSphere Seller”), Landmark Investment Holdings LP, a Delaware limited partnership (the “Landmark Seller”; each of the BrightSphere Seller and the Landmark Seller, a “Seller”), Landmark Partners, LLC, a Delaware limited liability company (the “Company”), Ares Holdings L.P., a Delaware limited partnership (the “Buyer”), solely for the purposes of Section 10.18 hereof, BrightSphere Investment Group Inc., a Delaware corporation (the “Guarantor”), solely for the purposes of Section 7.1.4 through 7.1.7 , Section 7.9.6, and Section 7.13.2, Landmark Partners, Inc., a Delaware corporation (“LPI”), solely for the purposes of Section 2.1, Section 2.3, Section 3.1.7(a)-(b), Section 7.1.4, Section 7.9.5, Section 7.12.4,

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