Epstein Secrets

anagement LLC) FROM: Charles T. Dowling Elizabeth A. Kubanik RE: Leon Black Estate Planning This memorandum summarizes our high-level thoughts on Leon Black's estate planning based upon the information and documents that have been provided to us and our discussions with you. As a general matter, we have b

questions or comments you may have on the topics discussed in this memorandum or any other aspect of Leon's estate planning. C.T.D. E.A.K. cc: Leon D. Black Alan S. Halperin (Paul, Weiss, Riflcind, Wharton & Garrison LLP) -14- EFTA00591806

harles T. Dowling Elizabeth A. Kubanik RE: Leon Black Estate Planning This memorandum summarizes our h

s or artwork that cannot be managed. In addition, the use of CLATs in Leon's estate planning should not have any impact on benefits available under the Tax Receivable Agreement ("TRA"). b. Self-Dealing Rules We considered application of the self-dealing rules to an exchange of Apollo Operating Group ("AOG") units for Apol

he Registrant's Registration Statement on Form S-1 (File No. 333-150141)). 10.9 Agreement Among Principals. dated as of July 13. 2007. by and among Leon D. Black. Marc J. Rowan. Joshua J. Harris. Black Family Partners. L.P.. MJR Foundation LLC. AP Professional Holdings. L.P. and BRH Holdings. L.P. (incorporat

s are distributed to the limited partners of Holdings. The general partner of AP Professional Holdings. L.P. is BRH. which is one third owned by Mr. Black• one third owned by Mr. Harris and one third owned by Mr. Rowan. BRH is also the general partner of BRH Holdings. L.P.. the limited partnership throu

007. by and among Apollo Global Management. LLC. AP Professional Holdings. LP.. BRH Holdings. L.P.. Black Family Partners. L.P.. MJR Foundation LLC. Leon D. Black. Marc J. Rowan and Joshua J. Harris (incorporated by reference to Exhibit 10.27 to the Registrant's Registration Statement on Form S-I (File No. 333

5 to the Registrant's Registration Statement on Form S-I (File No. 333-150141)). 10.36 First Amendment and Joinder, dated as of April 14. 2010. to the Tax Receivable Agreement (incorporated by reference to Exhibit 10.36 to the Registrant's Registration Statement on Form S-I (File No. 333-150141)). 10.37 Employment Agreem

Ex4gbit-1.0.9 PWRWAG_LLPDrafL12/20/16 AMENDED AND RESTATED AGREEMENT AMONG PRINCIPALS dated as of July 13, 2007 [ ], 2016 among LEON D. BLACK, MARC J. ROWAN, JOSHUA J. HARRIS, BLACK FAMILY PARTNERS, M., MJR FOUNDATION LLC, MJILPARTNERS, AP PROFESSIONAL HOLDINGS, M., and BRH HOLDINGS,

as of July 13, 2007 [ ], 2016 among LEON D. BLACK, MARC J. ROWAN, JOSHUA J. HARRIS, BLACK FAMILY

a taxing authority, and shall include all interest, penalties and additions imposed with respect to such amounts. "Tax Receivable Agreement" means the Tax Receivable Agreement, dated as of the date the Prior Agreement, as amended through the date here by and among APO Corp., a Delaware corporation, Apollo Princi al Holdin

ded or supplemented from time to lime. "Agreement Among Principals" means the Agreement Among Principals, dated as of the date hereof, by and among Leon D. Black, Marc J. Rowan, Joshua J. Harris, Black Family Partners, L.P., a Delaware limited partnership, MJR Foundation LLC, a New York limited liability com

ated as of the date hereof, by and among Leon D. Black, Marc J. Rowan, Joshua J. Harris, Black Family P

ther similar interests or the sole general partner interest or managing member or similar interest of such Person. "Tax Receivable Agreement' means the Tax Receivable Agreement, dated as of the date hereof, by and among APO Corp., a Delaware corporation, Apollo Principal Holdings II, L.P., a Delaware limited partnership, A

AGREEMENT AMONG PRINCIPALS dated as of July 13, 2007 among LEON D. BLACK, MARC J. ROWAN, JOSHUA J. HARRIS, BLACK FAMILY PARTNERS, L.P., MJR FOUNDATION LLC, AP PROFESSIONAL HOLDINGS, L.P., and BRH HOLDINGS, L.P. NYI

IPALS dated as of July 13, 2007 among LEON D. BLACK, MARC J. ROWAN, JOSHUA J. HARRIS, BLACK FAMILY

taxing authority, and shall include all interest, penalties and additions imposed with respect to such amounts. "Tax Receivable Agreement" means the Tax Receivable Agreement, dated as of the date hereof, by and among APO Corp., a Delaware corporation, Apollo Principal Holdings II, L.P., a Delaware limited partnership, A

PWRW&G LLP Draft 12/20/16 AMENDED AND RESTATED AGREEMENT AMONG PRINCIPALS dated as of [ 1, 2016 among LEON D. BLACK, MARC J. ROWAN, JOSHUA J. HARRIS, BLACK FAMILY PARTNERS, L.P., MJR FOUNDATION LLC, MJH PARTNERS, L.P. AP PROFESSIONAL HOLDINGS, L.P., and BRH

INCIPALS dated as of [ 1, 2016 among LEON D. BLACK, MARC J. ROWAN, JOSHUA J. HARRIS, BLACK FAMILY

a taxing authority, and shall include all interest, penalties and additions imposed with respect to such amounts. "Tax Receivable Agreement" means the Tax Receivable Agreement, dated as of the date the Prior Agreement, as amended through the date hereof, by and among APO Corp., a Delaware corporation, Apollo Principal Hol