Epstein Secrets

ance satisfactory to the Lender. C. Governing Law. This Agreement is governed by and shall be interpreted according to federal law and the laws of the State of New York. If state or local law and federal law are inconsistent, or if state or local law is preempted by federal law, federal law governs. If the Lender h

PLEDGOR: BLACK FAMILY 1997 TRUST By: Name: Debra R. Black Title: Trustee By: (Seal) Name: Barry J. Cohen Title: Trustee By: (Seal) Name: John J. Hannan Title: Trustee By: (Seal) Name: Richard Ressler Title: Trustee Pledgor's Address: Black Family 1997 Trust Attn: John J. Hannan, Trustee do A

nder or by reason of this Agreement. Section 7.04. Governing Law. This Agreement shall be governed by, and construed in accordance with, the law of the State of New York. Section 7.05. Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any law or publ

HOLDER: Andrew D. Africk [Tax Receivable Agreement] EFTA00621126 HOLDER: Marc E. Becker [Tax Receivable Agreement] EFTA00621127 HOLDER: John J. Hannan [Tax Receivable Agreement] EFTA00621128 HOLDER: Scott M. Kleinman (Tax Receivable Agreement] EFTA00621129 HOLDER: Aaron J. Stone [Tax Rece

r's security interest in any item or portion of the Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, the term "UCC" means the Uniform Commercial Code as in effect from time to time in such other jurisdiction for purposes of the provisions hereof re

PLEDGE AGREEMENT THIS PLEDGE AGREEMENT (this "Agreement") is made as of the day of June, 2014, by and between Barry J. Cohen, Richard Ressler and John J. Hannan, as Trustees (the "APO1 Trustees") of the trust created under the APOI AGREEMENT dated October 25, 2013 between Leon D. Black, as Grantor, and the

ceding the Maturity Date. For purposes of this Note: (i) A "Business Day" is any day other than a Saturday, Sunday or other day on which banks in the State of New York are authorized or required to close. (ii) The "Principal Amount" shall equal the Purchase Price as defined in the Purchase and Sale Agreement of e

PROMISSORY NOTE New York, New York June , 2014 FOR VALUE RECEIVED, the undersigned, Barry J. Cohen, Richard Ressler and John J. Hannan, as Trustees of the trust created under the APOI AGREEMENT dated October 25, 2013 (the "Maker"), do hereby promise to pay to Barry J. Cohen, John J

reement and to comply with the terms of the NDA. 9. Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of New York without giving effect to the principles of conflicts of laws. 3 EFTA00585143 10. Ownership of Principals' Property. All written and electronic

INDEPENDENT CONTRACTOR AGREEMENT This INDEPENDENT CONTRACTOR AGREEMENT (this "Agreement") is made as of this day of , 2015 by Bany J. Cohen, John J. Hannan and Richard Ressler, as Trustees of the trust created under the APO2 Declaration dated February 20, 2014 (the "Principal") and Philip Ruppell, (the

ns and warranties to the Seller, the Company and the Corporation: a. The Purchaser is a duly created and validly existing trust under the laws of the State of New York and the APO1 Trustees have all requisite power, authority and legal right to execute, deliver, enter into, consummate and perform this Agreement on

AGREEMENT (this "Agreement") made as of December 23, 2015 by and between (i) Leon D. Black (the "Seller"), (ii) Barry J. Cohen, Richard Ressler and John J. Hannan, as Trustees (the "APOI Trustees") of the trust created under the APOI Agreement dated October 25, 2013 between Leon D. Black, as Grantor, and the

er originally was a Limited Partner thereof. 4. Representations and Warranties. (a) The Subscriber is a validly existing trust under the laws of the State of New York and the APO-01 Trustees have the legal authority to act on behalf of the Subscriber in connection with this Agreement and an investment in the Partn

TION AGREEMENT This CONTRIBUTION AND SUBSCRIPTION AGREEMENT ("Agreement") is made and entered into as of , 2016 by and between Barry J. Cohen and John J. Hannan, as Trustees (the "APO-01 Trustees") of the trust created under the APO-01 DECLARATION dated November 30, 2015 between Leon D. Black, as Grantor, a

ermitted assigns. 8 EFTA00586113 8.3 Effect and Interpretation. This Agreement shall be governed by and construed in conformity with the laws of the State of New York, without reference to conflicts or choice of law principles. 8.4 Amendments. Except as otherwise provided herein, this Agreement may not be change

Agreement, dated as of December 20, 2001 (as the same may from time to time be amended, or amended and restated, and in effect, the "AP SHL LLCA"). John J. Hannan, is the Managing Member of AP SHL (the "AP SHL Managing Member"). C. Seller is a member in AP Technology Partners LLC, a Delaware limited liability