Epstein Secrets

be adjusted pursuant to Section 2.3. "Equivalent Heritage Points Deficit" means, with respect to a Principal Group, as of immediately prior to any Exchange, the excess (if any) of the number of 4 I ." CSI. 144-7-7441'9 1/octi: US1:107703119t 15 EFTA00808228 Equivalent Heritage Points of such Princ

ered into the Principals Contribution Agreement (as defined herein) whereby the Principals and their Groups contributed certain equity interests in the Apollo Operating Group to Intermediate Holdings (as defined herein) and sold certain equity interests in the Apollo Operating Group to APO Corp. and APO LLC (each as defi

xchange 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 AOG Units initiated by Apollo or any of its Subsidiaries, s

Intermediate Holdings and the Partnership. "Alternative Vesting" shall have the meaning set forth in Section 4.1(d). "AOG Unit' refers to a unit in the Apollo Operating Group, which represents one limited partnership interest in each of the limited partnerships that comprise the Apollo Operating Group and any equity secu

to the adjusted basis of any such asset, or is adjusted as a result of the sale or exchange of such asset, the "Original Assets") by reason of such Exchange and the receipt of payments under this Agreement; WHEREAS, the parties—te—thisoriginal Tax Receivable Agreement desire —to rnakceamong APO Corp.,

l"); WHEREAS, each of the Partnerships is treated as a partnership for U.S. Federal income tax purposes; WHEREAS, the limited partner interests in the Apollo Operating Group (as defined herein), are exchangeable, for Federal income tax purposes, with APO Corp., APO FC and the Issuer for Class A Shares (as defined herei

shall be adjusted pursuant to Section "Equivalent Heritage Points Deficit" means, with respect to a Principal Group, as of immediately prior to any Exchange, the excess (if any) of the number of Equivalent Heritage Points of such Principal Group over the Pecuniary Interest in the Heritage Points of such

tered into the Principals Contribution Agreement (as defined herein) whereby the Principals and their Groups contributed certain equity interests in the Apollo Operating Group to Intermediate Holdings (as defined herein) and sold certain equity interests in the Apollo Operating Group to APO Corp. and APO LLC (each as defi

cluding, without limitation, any merger or consolidation) the result of which is that any "person" (as that term is used in Section I 3(d)(3) of the Exchange Act or any successor provision), other than a Continuing Apollo Person, becomes (A) the beneficial owner (within the meaning of Rule I 3d-3 under t

partnerships, accounts, including strategic investment accounts or "SIAs," alternative asset companies and other entities for which subsidiaries of the Apollo Operating Group provide investment management or advisory services; • "Apollo Operating Group" refers to (i) the limited partnerships through which our Managing P

be adjusted pursuant to Section 2.3. "Equivalent Heritage Points Deficit" means, with respect to a Principal Group, as of immediately prior to any Exchange, the excess (if any) of the number of Equivalent Heritage Points of such Principal Group over the Pecuniary Interest in the Heritage Points of such

ered into the Principals Contribution Agreement (as defined herein) whereby the Principals and their Groups contributed certain equity interests in the Apollo Operating Group to Intermediate Holdings (as defined herein) and sold certain equity interests in the Apollo Operating Group to APO Corp. and APO LLC (each as defi