Epstein Secrets

d this Agreement as of the date first written above. Assignee: BLACK FAMILY PARTNERS, By:Black Family GP, LLC its general partner • By: Name: Leon D. Black Title: Manager Black Family Partners Assignment and Assumption Agreement Signature Page EFTA00598520 WITH RESPECT TO APOLLO MANAGEMENT HOLDITV

ing "Name of Assignor" (each, an "Assignor") and Black Family Partners, (the "Assignee"). Recitals: A.

VI,.. Amended and Restated Limited Liability Company Agreement, dated as of October 26, 2005 Section 9.1 Apollo Co-Investors VI (EH- GP), LLC Loon Black Apollo Advisors VI (EH-GP), Ltd. Limited Liability Company Agreement, dated as of July 11, 2006 Section 16 EAST 7795002 B-3 EFTA00598531 A

ng agreement of the Assignee, enforceable against the Assignee in accordance with its terms. Upon the request of any of the general partners of the Partnerships listed on Annex A hereto under the heading "General Partner" (each, a "General Partner"), of any manager of the LLCs listed on Annex B under the he

able Agreement' EFTA00621124 HOLDERS: Leon D. Black Marc J. Rowan Joshua J. Harris [Tax Receivable

x Receivable Agreement' EFTA00621124 HOLDERS: Leon D. Black Marc J. Rowan Joshua J. Harris [Tax Receivable

Partnership Units through AP Professional Holdings, L.P., a Cayman Islands exempted limited partnership ("AP Professional"); 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

02705481 LB Death/Disability Analysis - Slide 1 of 31 Akin Gump STRAUSS HAUER & FELD LLP Summary Flow Chart Regarding Certain Consequences of Mr. Black's Death or Disability (primarily pursuant to the Agreement Among Principals dated July 13, 2007 (the "AAP")) Mr. Black is healthy Mr. Black • ass

the Code, which will include the value of BRH Holdings and AP Professional Holdings. Section 754 Election basis Upon receiving such property, the Partnerships will be entitled to make an election under Section 754 of the Code, which provides that an adjustment to the basis of a partnership's property (i.e