EFTA01121162.pdf

SHAREHOLDERS AGREEMENT dated as of July 13, 2007 among APOLLO GLOBAL MANAGEMENT, LLC, AP PROFESSIONAL HOLDINGS, L.P., BRH HOLDINGS, L.P., BLACK FAMILY PARTNERS, L.P., MJR FOUNDATION LLC, LEON D. BLACK, MARC J. ROWAN AND JOSHUA J. HARRIS NYI:1692329.14 EFTA01121162  TABLE OF CONTENTS Page ARTICLE I ARTICLE I DEFINITIONS 1 Section 1.1 Definitions 1 Section 1.2 Interpretation 9 ARTICLE II TRANSFER AND OWNERSHIP RESTRICTIONS 10 Section 2.1 Transfer Restrictions - Shareholders 10 Section 2.2 Transfer Restrictions - Restricted Parties 10 Section 2.3 Ownership Restrictions 12 ARTICLE III BOARD REPRESENTATION 12 Section 3.1 Nominees 12 Section 3.2 Vacancies 12 ARTICLE IV TERMINATION 12 Section 4.1 Term 12 Section 4.2 Survival 12 ARTICLE V REGISTRATION RIGHTS 12 Section 5.1 Demand Registration 12 Section 5.2 Piggyback Registration 15 Section 5.3 Shelf Registration 17 Section 5.4 Withdrawal Rights 18 Section 5.5 Holdback Agreements 19 Section 5.6 Registration Procedures 19 Section 5.7 Registration Expenses 24 Section 5.8 Registration Indemnification 25 Section 5.9 Request for Information; Certain Rights 27 ARTICLE VI REPRESENTATIONS AND WARRANTIES 28 Section 6.1 Representations and Warranties of Each Shareholder 28 Section 6.2 Representations and Warranties of the Company 29 ARTICLE VII INDEMNIFICATION 29 Section 7.1 Indemnification of Principals 29 Section 7.2 Indemnification of Other Professionals. 30 NYI:1692329.14 -i- EFTA01121163  Section 7.3 Company Actions 30 ARTICLE VIII MISCELLANEOUS 30 Section 8.1 Notices 30 Section 8.2 Severability 31 Section 8.3 Counterparts 31 Section 8.4 Entire Agreement; No Third Party Beneficiaries 31 Section 8.5 Further Assurances 31 Section 8.6 Governing Law; Equitable Remedies 32 Section 8.7 Consent To Jurisdiction 32 Section 8.8 Amendments; Waivers 33 Section 8.9 Assignment 33 NY 1:1692329.14 EFTA01121164  SHAREHOLDERS AGREEMENT (the "Agreement"), dated as of July 13, 2007, among Apollo Global Management, LLC, a Delaware limited liability company (the "Company"), AP Professional Holdings, L.P., a Cayman Islands exempted limited partnership ("Holdings" and, collectively with all other Persons (as defined herein) who become parties to this Agreement as "Shareholders" in accordance with the terms of this Agreement, the "Shareholders"), BRH Holdings, L.P., a Cayman Islands exempted limited partnership ("BRH"), Black Family Partners, L.P., a Delaware limited partnership, Leon D. Black ("LB"), MJR Foundation LLC, a New York limited liability company, Marc J. Rowan ("MR"), Joshua J. Harris ("JH", and together with LB and MR, the "Principals", and each individually, a "Principal"). WHEREAS, the Principals and the other members of their respective Groups (as defined herein) own all of the equity interests of (i) BRH, the entity through which the Principals and the other members of their respective Groups own their equity interests in Holdings and (ii) BRH Holdings GP, Ltd., a Cayman Islands exempted company and the general partner of BRH and Holdings (the "Holdings GP"); WHEREAS, Holdings owns certain Shares of the Company and certain equity interests in the Apollo Operating Group (as defined herein); and WHEREAS, the Shareholders, the Principals, BRH and the Company desire to address herein certain relationships among themselves, including with respect to the equity interests in the Apollo Operating Group. NOW, THEREFORE, in consideration of the mutual covenants and undertakings contained herein and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: ARTICLE I ARTICLE I DEFINITIONS Section 1.1 Definitions. As used in this Agreement, the following terms have the following meanings: "Affiliate" of any Person means any other Person that, directly or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with, such first Person. As used in this definition, the term "control," including the correlative terms "controlling," "controlled by" and "under common control with," means the possession, directly or indirectly, of the power to direct or cause the direction of management or policies (whether through ownership of securities or any partnership or other ownership interest, by contract or otherwise) of a Person. The term "Affiliate" does not include at any time any direct or indirect Portfolio Companies. "Agreement" has the meaning set forth in the recitals to this Agreement. NYI:1692.329.14 1 EFTA01121165  "Agreement Among Principals" means the Agreement Among Principals, dated as of the date hereof, among the Principals and the other parties named therein, as it may be amended, supplemented, restated or otherwise modified from time to time. "APO Corp." means APO Corp., a Delaware corporation. "APO LLC" means APO Asset Co., LLC, a Delaware limited liability company. "Apollo Group' means (i) Holdings and its Affiliates, including their respective general partners, members and limited partners, (ii) each Principal and such Principal's Group, (iii) any former or current investment professional of or other employee of an Apollo Service Recipient or the Apollo Operating Group and any member of such Person's Group, (iv) any former or current executive officer of an Apollo Service Recipient or the Apollo Operating Group and any member of such Person's Group; and (v) any former or current director of an Apollo Service Recipient or the Apollo Operating Group and any member of such Person's Group. "Apollo Operating Grout)" means (i) Apollo Management Holdings, L.P., a Delaware limited partnership, Apollo Principal Holdings 1, L.P., a Delaware limited partnership, Apollo Principal Holdings H, L.P., a Delaware limited partnership, Apollo Principal Holdings III, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings IV, L.P., a Cayman Islands exempted limited partnership, and any successors thereto or other entities formed to serve as holding vehicles for Apollo carry vehicles, management companies or other entities formed to engage in the asset management business (including alternative asset management) and (ii) any such Apollo carry vehicles, management companies or other entities formed to engage in the asset management business (including alternative asset management) and receiving management fees, incentive fees, fees paid by Portfolio Companies, carry or other remuneration which are not Subsidiaries of the Persons described in clause (i), excluding any Funds and any Portfolio Companies. "Apollo Service Recipient" means the Company (or such successor thereto or such other entity controlled by the Company or its successor as may be the recipient of a senior executive's services at such time). Service to a Portfolio Company shall not be deemed service as a partner to, or employment by, an Apollo Service Recipient, and Portfolio Companies shall not be considered Apollo Service Recipients. "Beneficial Owner" means, (i) with respect to a Shareholder, a Person who directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise has or shares: (A) voting power, which includes the power to vote, or to direct the voting of, such security and/or (B) investment power, which includes the power to dispose, or to direct the disposition of, such security and (ii) with respect to a Restricted Party, a Person who, directly or indirectly, holds a Pecuniary Interest. The terms "Beneficially Own" and "Beneficial Ownership" have correlative meanings. "Board" means (i) if prior to the consummation of an Initial Offering, the Manager and (ii) if following the consummation of an Initial Offering, the board of directors of the Company or any duly authorized committee thereof. NYI:1692329.14 2 EFTA01121166  "BRH" has the meaning set forth in the recitals to this Agreement. "CS" means Credit Suisse and any of its Affiliates and/or transferees. "CS Rights Agreement" means the Registration Rights Agreement to be entered into with CS. "Charitable Institution" means an organization described in Section 501(cX3) of the Code (or any corresponding provision of a future United States Internal Revenue law) which is exempt from income taxation under § 501(a) thereof. "Class A Shares" means the Class A Shares of the Company (including Conversion Shares) representing Class A limited liability company interests of the Company and any equity securities issued or issuable in exchange for or with respect to such Class A Shares (i) by way of a dividend, split or combination of shares or (ii) in connection with a reclassification, recapitalization, merger, consolidation or other reorganization. "Class B Share" means the Class B Share of the Company representing Class B limited liability company interests of the Company and any equity securities issued or issuable in exchange for or with respect to such Class B Share (i) by way of a dividend, split or combination of shares or (ii) in connection with a reclassification, recapitalization, merger, consolidation or other reorganization. "Code" means the Internal Revenue Code of 1986, as amended and in effect from time to time. "Company" shall have the meaning set forth in the recitals to this Agreement. "Company Indemnifying Parties" means the Company, APO Corp., APO LLC, and each Person that is a member of the Apollo Operating Group. "Conversion Shares" means the Class A Shares issued upon conversion of the Notes. "Demand" has the meaning set forth in Section 5.1(a). "Demand Registration" has the meaning set forth in Section 5.1(a). "Disability" shall refer to any physical or mental incapacity which prevents a Principal from carrying out all or substantially all of his duties under his employment agt =mem with an Apollo Service Recipient in such capacity for any period of one hundred eighty (180) consecutive days or any aggregate period of eight (8) months in any 12-month period, as determined (x) after an Initial Offering, in its sole discretion, by a majority of the members of the Board, including a majority of the Continuing Principals (as defined in the Agreement Among Principals) who are members of the Board (but for the sake of clarity not including the Principal in respect of which the determination is being made), and (y) prior to an Initial Offering, in his or her sole discretion, by a licensed doctor selected by the executive committee of the Holdings GP. NYI:1692329.14 3 EFTA01121167  "Disclosure Package" means, with respect to any offering of securities, (i) the preliminary prospectus, (ii) each Free Writing Prospectus and (iii) all other information, in each case, that is deemed, under Rule 159 promulgated under the Securities Act, to have been conveyed to purchasers of securities at the time of sale of such securities (including a contract of sale). "Exchange" means (i) the exchange by Holdings of an Operating Group Unit for a Class A Share pursuant to the Exchange Agreement, and the subsequent sale of such Class A Share, at prevailing market prices for a Class A Share (unless the Person requesting such Exchange is willing to accept a lower price, e.g., to effect a block trade), (ii) a redemption of Operating Group Units initiated by the Company or any of its Subsidiaries, solely upon the Company's election, in which any limited partner of Holdings elects to participate, (iii) a sale by Holdings of Operating Group Units, or (iv) at the option of the Holdings GP, in the event of a Pro Rata Exchange or a request by a limited partner of Holdings for a Non-Pro Rata Exchange, an In-Kind Exchange Distribution. "Exchange Act" means the Securities Exchange Act of 1934, as amended, supplemented or restated from time to time and any successor to such statute, and the rules and regulations promulgated thereunder. A reference to an "Exchange Act Rule" means such rule or regulation of the SEC under the Exchange Act, as in effect from time to time or as replaced by a successor rule thereto. "Exchange Agreement" means the Exchange Agreement, dated as of the date hereof, among the Company, APO Corp., APO LLC, Holdings and the other parties thereto. "Form S-3" has the meaning set forth in Section 5.3. "Free Writing Prospectus" has the meaning set forth in Section 5.6(aXiii). "Fund" means any pooled investment vehicle or similar entity sponsored or managed by the Company or any of its Subsidiaries. "Governmental Entity" means any Federal, state, county, city, local or foreign governmental, administrative or regulatory authority, commission, committee, agency or body (including any court, tribunal or arbitral body). "Group" shall mean with respect to any Person, such Person's and (i) such Person's spouse, (ii) a lineal descendant of such Person's parents, the spouse of any such descendant or a lineal descendent of any such spouse, (iii) a Charitable Institution controlled solely by such Person or other member of his Group, (iv) a trustee of a trust (whether inter vivos or testamentary), all of the current beneficiaries and presumptive remaindennen of which are one or more of such Persons described in clauses (i) through (iii) of this definition, (v) a corporation, limited liability company or partnership, of which all of the outstanding shares of capital stock or interests therein are owned by one or more of such Persons described in clauses (i) through (iv) of this definition, (vi) an individual mandated under a qualified domestic relations order, or (vii) a legal or personal representative of such Person in the event of his death or Disability. For purposes of this definition, (x) "lineal descendants" shall not include individuals adopted after attaining the age of eighteen (18) years and such adopted Person's NYI:1692329.14 4 EFTA01121168 descendants; and (y) "presumptive remaindermen" shall refer to those Persons entitled to a share of a trust's assets if it were then to terminate. No Principal shall ever be a member of the Group of another Principal or a senior executive, and no senior executive shall ever be a member of the Group of another senior executive or a Principal. Each Transferor (as defined in each Roll-up Agreement) that is a party to a Roll-up Agreement with a senior executive, and each other Person listed on Annex A to such Roll-up Agreement as a member of the "Group" of such senior executive pursuant to such Roll-up Agreement shall also constitute a member of the Group of such senior executive hereunder. "Holdings" has the meaning set forth in the recitals to this Agreement. "Holdings GP" has the meaning set forth in the recitals to this Agreement. "In-Kind Exchange Distribution" means a Non-Pro Rata Exchange accomplished by the distribution of Operating Group Units to the limited partner of Holdings directing such Non-Pro Rata Exchange. "Indemnifiable Percentage" means, with respect to each Other Professional, the percentage set forth opposite such Other Professional's name on Schedule I attached hereto. "Initial Offering" means the earlier to occur of (i) an IPO or (ii) a Private Placement. "Inspectors" has the meaning set forth in Section 5.6(a)(viiil. "Investment" shall mean any investment (or similar term describing the results of the deployment of capital) as defined in the governing document of any Fund managed (directly or indirectly) by a member of the Apollo Operating Group. "Investors" means any holders of Notes and/or Conversion Shares. "EQ" means the earlier of (i) the consummation of an underwritten public offering of Class A Shares pursuant to an effective registration statement (other than on Forms S-4 or S-8 or successors and/or equivalents to such forms), with the Shares sold representing at least 10% of the then outstanding Class A Shares of the Company (to be determined assuming that all outstanding Operating Group Units have been exchanged for Class A Shares pursuant to the Exchange Agreement) and (ii) the effectiveness of the shelf registration statement to be filed by the Company in respect of the Class A Shares to be sold in the Private Placement provided, that in the case of clauses (i) and (ii) above, such registration statement is to be filed by the Company with the SEC or (in connection with a listing on the London Stock Exchange) with the Financial Services Authority of the United Kingdom. "Lender Rights Agreement" means the Lender Rights Agreement, dated as of the date hereof, by and among the Company, APOC Holdings Ltd., a Cayman Islands exempted company, the California Public Employees' Retirement System and the other parties thereto, as such agreement may be amended, supplemented, restated or otherwise modified from time to time. "Losses" has the meaning set forth in Section 5.8(a). Nvtio92329.14 5 EFTA01121169  "Manager" means AGM Management, LLC, a Delaware limited liability company and the manager of the Company. "Non-Pro Rata Exchange" means an Exchange the proceeds of which (including in the case of an In-Kind Exchange Distribution, the Operating Group Units) will be distributed to (or otherwise benefit) the limited partners of Holdings in any manner other than a Pro Rata Exchange. "Notes" has the meaning ascribed to such term in the Strategic Agreement. "Operating Agreement" means the Amended and Restated Limited Liability Company Agreement of the Company, as it may be amended, supplemented, restated or otherwise modified from time to time. "Operating Group Units" refers to units in the Apollo Operating Group, which represent one limited partnership interest in each of the limited partnerships that comprise the Apollo Operating Group and any securities issued or issuable in exchange for or with respect to such Operating Group Units (i) by way of a dividend, split or combination of shares or (ii) in connection with a reclassification, recapitalization, merger, consolidation or other reorganization. "Other Demanding Sellers" has the meaning set forth in Section 5.2(b). "Other Professional" means each of the Persons set forth on Schedule I attached hereto and any members of a Group of such Persons who is a "Permitted Transferee" under the Roll-up Agreement of such Person. "Other Proposed Sellers" has the meaning set forth in Section 5.2(b). "Pecuniary Interest" means with respect to the Operating Group Units (and all securities into which such Operating Group Units are exchanged therefor) held by a Restricted Party, the number of Operating Group Units (and all securities into which such Operating Group Units are exchanged therefor) that would be distributable to a Principal and his Group, assuming that BRH, Holdings and any other Person that holds Operating Group Units, securities into which such Operating Group Units are exchanged therefor, and such other securities in which B1211 has a direct or indirect interest, were liquidated and BRH, Holdings and such other Person distributed their respective assets in accordance with their respective governing agreements. "Permitted Transferee" means, with respect to any Restricted Party, any member of his Group or any other Restricted Party. "Person" shall be construed broadly and includes any individual, corporation, firm, partnership, limited liability company, joint venture, estate, business, association, trust, Governmental Entity or other entity. "Piggyback Notice" has the meaning set forth in Section 5.2(a). NYI:1692329.14 6 EFTA01121170  "Piggyback Registration" has the meaning set forth in Section 5.2(4 "Piggyback Seller" has the meaning set forth in Section 5.2(a). "Principal" and "Principals" each have the meaning set forth in the recitals to this Agreement. "Private Placement" means a private placement of Shares by the Company pursuant to Rule 144A, Regulation D and Regulation S under the Securities Act, in an offering (i) to at least 15 purchasers and (ii) that requires the Company to file with the SEC a shelf registration statement permitting registered resales of the Company's Shares, with the Shares sold representing at least 10% of the outstanding Class A Shares of the Company (to be determined assuming that all outstanding Operating Group Units have been exchanged for Class A Shares pursuant to the Exchange Agreement). "Proceeding" has the meaning set forth in Section 8.7. "Pro Rata Exchange" means an Exchange in which all the limited partners of Holdings participate and transfer a number of Operating Group Units in proportion to their respective ownership percentages of Holdings. "Quarterly Exchange Date" has the meaning ascribed to such term in the Exchange Agreement. "Records" has the meaning set forth in Section 5.6(a)(viiil. "Registrable Amount" means a number of Registrable Securities representing at least the lesser of (i) 2.5% of the Total Voting Power of the Company then outstanding and (ii) $10 million (such value shall be determined based on the value of such Registrable Securities on the date immediately preceding the date upon which the Demand or Shelf Notice, as applicable, has been received by the Company). "Registrable Securities" means any Class A Shares currently owned or hereafter acquired by any Shareholder, including pursuant to an Exchange. As to any particular Registrable Securities, such securities shall cease to be Registrable Securities when (i) such securities have been sold or otherwise transferred by the holder thereof pursuant to an effective registration statement or (ii) such securities are sold in accordance with Rule 144 (or any successor provision) promulgated under the Securities Act. "Requesting Shareholder" has the meaning set forth in Section 5.1(a). "Restricted Party" means any Principal and members of such Principal's Group. "Roll-up Agreements" mean the several Roll-up Agreements, each dated as of the date hereof, among Holdings, BRH, the Company, APO LLC, APO Corp., and a senior executive of Apollo or one of its Subsidiaries and/or with members of such senior executive's Group. NV1:1692329.14 7 EFTA01121171  "Sale of the Company" a sale by the one or more Restricted Parties in one or a series of related transactions resulting in the Restricted Parties owning or controlling, directly or indirectly, less than 50.1% of the economic or voting interests in the Company or the Apollo Operating Group, or any other Person shall exercise control over the Company or the Apollo Operating Group by contract. "SEC" means the United States Securities and Exchange Commission or any similar agency then having jurisdiction to enforce the Securities Act. "Securities Act" means the Securities Act of 1933, as amended, supplemented or restated from time to time and any successor to such statute, and the rules and regulations promulgated thereunder. "Selected Courts" has the meaning set forth in Section 8.7. "Selling Shareholders" means the Persons named as selling shareholders in any registration statement under Article V hereof and who is the Beneficial Owner of Registrable Securities being offered thereunder. "Shareholder" has the meaning set forth in the recitals. "Shares" means, collectively, the outstanding Class A Shares (as equitably adjusted to reflect any split, combination, reorganization, recapitalization, reclassification or other similar event involving the Class A Shares). "Shelf Notice" has the meaning set forth in Section 5.3. "Shelf Registration Statement" has the meaning set forth in Section 5.3. "Strategic Agreement" means the Strategic Agreement, dated as of the date hereof, by and among Apollo, APOC Holdings Ltd., a Cayman Islands exempted company, the California Public Employees' Retirement System and the other parties thereto. "Subsidiary" or "Subsidiaries" means, with respect to any Person, as of any date of determination, any other Person as to which such Person owns, directly or indirectly, or otherwise controls, more than 50% of the voting shares or other similar interests or the sole general partner interest or managing member or similar interest of such Person. For purposes of this definition, the term "controlled" means the possession, directly or indirectly, of the power to direct the management and policies of a Person, whether through the ownership of Voting Securities, by contract or otherwise. The term "Subsidiary" does not include at any time any Funds or Portfolio Companies. "Suspension Period" has the meaning set forth in Section 5.3(d). "Total Voting Power of the Company" means the total number of votes that may be cast in the election of directors of the Company if all Voting Securities outstanding or treated as outstanding pursuant to the final two sentences of this definition were present and voted at a meeting held for such purpose. The percentage of the Total Voting Power of the Company NYI:1692329.14 8 EFTA01121172 Beneficially Owned by any Person is the percentage of the Total Voting Power of the Company that is represented by the total number of votes that may be cast in the election of directors of the Company by Voting Securities Beneficially Owned by such Person. In calculating such percentage, the Voting Securities Beneficially Owned by any Person that are not outstanding but are subject to issuance upon exercise or exchange of rights of conversion or any options, warrants or other rights Beneficially Owned by such Person shall be deemed to be outstanding for the purpose of computing the percentage of the Total Voting Power of the Company represented by Voting Securities Beneficially Owned by such Person, but shall not be deemed to be outstanding for the purpose of computing the percentage of the Total Voting Power of the Company represented by Voting Securities Beneficially Owned by any other Person. "Underwritten Offering" means a sale of securities of the Company to an underwriter or underwriters for reoffering to the public. "Voting Securities" means the Class A Shares, the Class B Share and any other securities of the Company entitled to vote generally in the election of directors of the Company. "Well-Known Seasoned Issuer means a "well-known seasoned issuer as defined in Rule 405 promulgated under the Securities Act and which (i) is a "well-known seasoned issuer" under paragraph (1)(iXA) of such definition or (ii) is a "well-known seasoned issuer" under paragraph (I )(i)(B) of such definition and is also eligible to register a primary offering of its securities relying on General Instruction I.B.1 of Form S-3 or Form F-3 under the Securities Act. Section 1.2 Interpretation. In this Agreement, unless the context otherwise requires: (a) words importing the singular include the plural and vice versa; (b) pronouns of either gender or neuter shall include, as appropriate, the other pronoun forms; (c) a reference to a clause, party, annex, exhibit or schedule is a reference to a clause of, and a party, annex, exhibit and schedule to this Agreement, and a reference to this Agreement includes any annex, exhibit and schedule hereto; (d) a reference to a statute, regulations, proclamation, ordinance or by-law includes all statues, regulations, proclamations, ordinances or by-laws amending, consolidating or replacing it, whether passed by the same or another Governmental Entity with legal power to do so, and a reference to a statute includes all regulations, proclamations, ordinances and by-laws issued under the statute; (e) a reference to a document includes all amendments or supplements to, or replacements or novations of that document; MI692329.14 9 EFTA01121173  (f) a reference to a party to a document includes that party's successors, permitted transferees and permitted assigns; (g) the use of the term "including" means "including, without limitation"; (h) the words "herein", "hereof", "hereunder" and other words of similar import refer to this Agreement as a whole, including the annexes, schedules and exhibits, as the same may from time to time be amended, modified, supplemented or restated, and not to any particular section, subsection, paragraph, subparagraph or clause contained in this Agreement; (i) the title of and the section and paragraph headings used in this Agreement are for convenience of reference only and shall not govern or affect the interpretation of any of the terms or provisions in this Agreement; (j) where specific language is used to clarify by example a general statement contained herein, such specific language shall not be deemed to modify, limit or restrict in any manner the construction of the general statement to which it relates; (k) the language used in this Agreement has been chosen by the parties to express their mutual intent, and no rule of strict construction shall be applied against any party; and (1) unless expressly provided otherwise, the measure of a period of one month or year for purposes of this Agreement shall be that date of the following month or year corresponding to the starting date, provided that if no corresponding date exists, the measure shall be that date of the following month or year corresponding to the next day following the starting date (for example, one month following February 18 is March 18, and one month following March 31 is May 1 (or in the case of January 29, 30 or 31, the following month shall be March 1)). ARTICLE II TRANSFER AND OWNERSHIP RESTRICTIONS Section 2.1 Transfer Restrictions - Shareholders. (a) Each Shareholder may transfer all or any portion of its Shares at any time, and from time to time, subject to this Article 11. (b) The Company shall not be obligated to register any proposed transfer of any Shares by any Shareholder, on the stock transfer books of the Company, until the Company shall have received: (i) an opinion of counsel reasonably satisfactory to the Company, to the effect that the proposed transfer is in compliance with the Securities Act or any such other applicable laws and/or representation letters in form and substance reasonably satisfactory to the Company, in each case to the extent necessary to ensure compliance with the provisions of the Securities Act and any other applicable laws (provided, that no such opinion NYI:1692329.14 10 EFTA01121174 will be necessary for transfers pursuant to a registered offering or the Private Placement); and (ii) if the proposed transferee is not a "Shareholder" under this Agreement, a joinder to this Agreement and the Operating Agreement, executed by the proposed transferee and in form and substance reasonably acceptable to the Company, in which such proposed transferee agrees to be bound by the terms of this Agreement and the Operating Agreement; provided, that, without limiting, and subject to, the terms of the Operating Agreement, Shares acquired in a transaction that is consummated in accordance with Rule 144, a Private Placement approved by the Company, or a registered public offering shall not be subject to the terms of this Section 2.1. Section 2.2 Transfer Restrictions - Restricted Parties. (a) No Restricted Party may, directly or indirectly, voluntarily effect cumulative transfers of his Pecuniary Interests representing more than (the percentages set forth in this Section 2.2(a), in each case, shall be determined based on the aggregate amount of Pecuniary Interests held by such Restricted Party as of the date hereof and as adjusted pursuant to Section 2.2(d)): (i) 0% of his Pecuniary Interests at any time prior to the second anniversary of the closing date of the IPO; (ii) 7.5% of his Pecuniary Interests at any time after the second anniversary and prior to the third anniversary of the closing date of the IPO; (iii) 15% of his Pecuniary Interests at any time after the third anniversary and prior to the fourth anniversary of the closing date of the IPO; (iv) 22.5% of his Pecuniary Interests at any time after the fourth anniversary and prior to the fifth anniversary of the closing date of the IPO; (v) 30% of his Pecuniary Interests at any time after the fifth anniversary and prior to the sixth anniversary of the closing date of the IPO; and (vi) 100% of his Pecuniary Interests at any time after the sixth anniversary of the closing date of the IPO. Notwithstanding anything contained to the contrary in this Section 2.2(a), any Restricted Party may transfer any of his Pecuniary Interests: (x) to any Permitted Transferee or (y) in connection with a Sale of the Company. Any transfers consummated permitted pursuant to the preceding sentence shall not count for purposes of calculating whether the total amount of Pecuniary Interests transferred by a Restricted Party is below the percentage thresholds set forth in clauses (i) through (vi) above. (b) Any Restricted Party may, at any time, assign all or any portion of his rights to transfer a percentage of his Pecuniary Interests pursuant to Section 2.2(a) to any other Restricted Party; provided, however, that any assignee of such rights shall not be relieved of his status as a "Restricted Party" under this Agreement with respect to such assignment. NYI:1692329.14 11 EFTA01121175  (c) No Restricted Party shall be deemed to be in violation of this Section 2.2 solely as a result of any exchange directed by such Restricted Party of any of the Operating Group Units which it owns or in which it has a Pecuniary Interest for Class A Shares received in such exchange. (d) To the extent a Restricted Party receives Pecuniary Interests pursuant to the forfeiture provisions of Section 4.1 and 4.2 of the Agreement Among Principals, such forfeited Pecuniary Interests will be deemed to be Pecuniary Interests of such Restricted Party for all purposes of this Section 2.2. (e) Notwithstanding anything to the contrary contained in this Section 2.2, a Restricted Party that receives Pecuniary Interests pursuant to the forfeiture provisions of Sections 4.1 and 4/ of the Agreement Among Principals is permitted to sell, in addition to the Pecuniary Interests he is otherwise entitled to sell pursuant to this Section 2.2, up to that amount of forfeited Pecuniary Interests that would provide such Restricted Party with aggregate sales proceeds equal to the amount of taxes that such Restricted Party will be required to pay as a result of the receipt of such forfeited Pecuniary Interests, calculated based on the maximum combined U.S. federal, New York State and New York City tax rate applicable to individuals. (f) Each Principal and his Group shall comply with the provisions of Sections 4.1 4.2 and 5j ("drags and tags" and "Sale of the Company") of the Lender Rights Agreement and Sections 3.6 and 5.2 ("tags and drags") of each Roll-up Agreement. Section 2.3 Ownership Restrictions. Prior to the fifth anniversary of the date hereof, (i) no Restricted Party may participate (other than through his ownership of Operating Group Units or Class A Shares) in the carried interest, incentive fees or management fees of any future Funds and (ii) no Restricted Party shall be issued additional Operating Group Units (other than pursuant to the forfeiture provisions of Section 4.1 and 4/ of the Agreement Among Principals); provided, however that a Restricted Party may purchase outstanding Operating Group Units or Class A Shares to the extent not otherwise prohibited by any other agreement to which such Restricted Party is a party. Section 2.4 Adiustments. In the event of: any reclassification, recapitalization, stock split or reverse stock split; any merger, combination, consolidation, or other reorganization; any split-up, spin-off, or similar extraordinary dividend distribution in respect of the Class A Shares; or any similar extraordinary transaction, in each case, that affects the AOG Units, the Manager or the Board, as the case may be, shall equitably and proportionately adjust the AOG Units to the extent necessary to preserve (but not increase) each such holder's rights with respect to such AOG Units immediately prior to such transaction or event. Any good faith determination by the Manager or the Board, as the case may be, as to whether an adjustment is required in the circumstances pursuant to this Section 2.4, and the extent and nature of any such adjustment, shall be conclusive and binding on all Persons. NYI:1692329.14 12 EFTA01121176  ARTICLE III BOARD REPRESENTATION Section 3.1 Nominees. Following consummation of an Initial Offering and for so long as the Apollo Group Beneficially Owns Voting Securities representing more than 10% of the Total Voting Power of the Company, the Board shall nominate individuals designated by the Manager such that the Manager will have a majority of the designees on the Board. Section 3.2 Vacancies. In the event that any designee of the Manager under Section 3.1 shall for any reason cease to serve as a member of the Board during his or her ter► of office, the resulting vacancy on the Board shall be filled by an individual designated by the Manager. ARTICLE IV TERMINATION Section 4.1 Term. This Agreement shall automatically terminate upon the earlier of (a) July 13, 2050 and (b) the date on which the Apollo Group no longer Beneficially Owns Shares representing at least 1% of the Total Voting Power of the Company. Section 4.2 Survival. If this Agreement is terminated pursuant to Section 4 1 this Agreement shall become void and ofno further force and effect, except for the provisions set forth in Section 5.8. Section 7.1. Section 7.2 and Article VIII. ARTICLE V REGISTRATION RIGHTS Section 5.1 Demand Registration. (a) At any time after the six month anniversary of the IPO, one or more Shareholders (each a "Requesting Shareholder") shall be entitled to make a written request of the Company (a "Demand") for registration under the Securities Act of an amount of Registrable Securities that, in the aggregate taking into account all of the Requesting Shareholders, equals or is greater than the Registrable Amount (based on the number of Registrable Securities outstanding on the date such Demand is made) (a "Demand Registration") and thereupon the Company will, subject to the terms of this Agreement, use its commercially reasonable efforts to effect the registration as promptly as practicable under the Securities Act of: (i) the Registrable Securities which the Company has been so requested to register by the Requesting Shareholders for disposition in accordance with the intended method of disposition stated in such Demand; NYI:1692329.14 13 EFTA01121177  (ii) all other Registrable Securities which the Company has been requested to register pursuant to Section 5.1(b); and (iii) all equity securities of the Company which the Company may elect to register in connection with any offering of Registrable Securities pursuant to this Section 5.1. but subject to Section 5.1(h); all to the extent necessary to permit the disposition (in accordance with the intended methods thereof) of the Registrable Securities and the additional Shares, if any, to be so registered. (b) Each Demand shall specify: (i) the aggregate number of Registrable Securities requested to be registered in such Demand Registration, (ii) the intended method of disposition in connection with such Demand Registration, to the extent then known and (iii) the identity of the Requesting Shareholder (or Requesting Shareholders). Each Requesting Shareholder shall make such Demand at least seventy-five (75) days prior to such Quarterly Exchange Date in which such Requesting Shareholder expects to request an Exchange to obtain the Registrable Securities to be sold in such registration. Within five business days after receipt of a Demand, the Company shall give written notice of such Demand to all other Shareholders. Subject to Section 5.1(h), the Company shall include in the Demand Registration covered by such Demand all Registrable Securities with respect to which the Company has received a written request for inclusion therein within ten days after the Company's notice required by this paragraph has been given, or, to the extent practicable, within such longer period of time specified by the Company sufficient to comply with the notice requirements under the Exchange Agreement for any Shareholder who must effect an Exchange prior to such registration. Such written request shall comply with the requirements of a Demand as set forth in this Section 5.1(b). (c) Each of the Shareholders shall be entitled to an unlimited number of Demand Registrations. (d) Demand Registrations shall be on (i) Form S-1 or any similar long-form registration, (ii) Form S-3 or any similar short form registration, if such short form registration is then available to the Company, or (iii) Form S-3ASR if the Company is, at the time a Demand is made, a Well-Known Seasoned Issuer, in each case, reasonably acceptable to the Requesting Shareholders holding a majority of the Registrable Securities included in the applicable Demand Registration. (e) The Company shall not be obligated to (i) maintain the effectiveness of a registration statement under the Securities Act, filed pursuant to a Demand Registration, for a period longer than 90 days or (ii) effect any Demand Registration (A) within six months of the effective date of a registration statement with respect to a "firm commitment" Underwritten Offering in which all Piggyback Sellers were given "piggyback" rights pursuant to Section 5.2 (subject to Section 5.1(f)) and at least 50% of the number of Registrable Securities requested by such Piggyback Sellers to be included in such Demand Registration were included, (B) within four months of the effective date of a registration statement with respect to any other Demand Registration or (C) if, in the Company's reasonable judgment, it is not feasible for the Company to proceed with the Demand Registration because of the NYI:1692329.14 14 EFTA01121178 unavailability of audited or other required financial statements, provided that the Company shall use its commercially reasonable efforts to obtain such financial statements as promptly as practicable. In addition, the Company shall be entitled to postpone (upon written notice to all Shareholders) the filing or the effectiveness of a registration statement for any Demand Registration (but no more than twice in any period of 12 consecutive months and in no event for more than an aggregate of 120 days in any 365 consecutive day period) if the Board determines in its reasonable judgment that the filing or effectiveness of the registration statement relating to such Demand Registration would cause the disclosure of material, non-public information that the Company has a bona fide business purpose for preserving as confidential. (f) The Company shall not include any securities other than Registrable Securities in a Demand Registration, except securities held by the Investors pursuant to the Lender Rights Agreement, CS pursuant to the CS Rights Agreement, any shareholders who acquire shares after the date hereof and whom the Company gives pari passe rights, or with the written consent of Shareholders participating in such Demand Registration that hold a majority of the Registrable Securities included in such Demand Registration. If, in connection with a Demand Registration, the lead bookrunn