Epstein Secrets

each other individual who from time to time executes a joinder agreement in the form attached hereto as Exhibit A. "Holder Group Member" means any Holder, Affiliate of a Holder, AP Professional, BRH Holdings, L.P., a Cayman Islands exempted limited partnership, and BRH Holdings GP Ltd., a Cayman Isla

mputed under Section 1272, 1274 or 483 or other provision of the Code and any similar provision of state, local and foreign tax law with respect to APO Corp.'s payment obligations under this Agreement. "Initial Sale" is defined in the Recitals of this Agreement. "Issuer" means Apollo Global Management, LLC

55,214,569 2012 • ayment AP Professionals TRA Holder TRA Ownership % Amount Ownership ross-up Dist

e to APO Corp. from any Partnership in which APO Corp. owns 'an interest using the same methods, elections,conventions and similar practices used on APO Corp.'s Return, but calculated using the Non—Stepped Up Tax Basis instead of the tax basis of the Original Assets and excluding any deduction attributable

ax Law" method. Current year deductions are taken first and cut back is pro rata of current deductions. (2) Carrvforwards are "ear-marked" for each Holder and traced utilizing the tax law rules of oldest first. Cut back is done at each vintage year level, pro rata for that year. Unused NOLs expire. I

5/21/14 Tax Receivable Agreement Models I. Contract Language A. Section 3.03 "Pro Rata Payments" (1) To the extent APO Corp.'s deduction with respect to the Basis Adjustment is limited in a particular Taxable Year ... the limitation on the deduction ... shall be taken into

13. 2007. by and among APO Corp.. Apollo Principal Holdings II. L.P.. Apollo Principal Holdings IV. L.P.. Apollo Management Holdings. L.P. and each Holder defined therein (incorporated by reference to Exhibit 10.12 to the Registrant's Registration Statement on Form S-I (Pik No. 333-150141)). 10.13 Cr

tain circumstances. payments could be made to our managing partners and contributing partners under the tax receivable agreement in excess of 85% of APO Corp.'s actual cash tax savings. In general. estimating the amount of payments that may be made to our managing partners and contributing partners under the

THE PARTICULAR CIRCUMSTANCES OF EACH PROSPECTIVE HOLDER AND, IN REVIEWING THIS OFFERING CIRCULAR, THESE

m the portion of our business that we hold through APO Corp. will be subject to U.S. Federal corporate income tax and other taxes. As the holder of APO Corp.'s shares, we will not be taxed directly on earnings of entities we hold through APO Corp. Distributions of cash or other property that APO Corp. pays

THE PARTICULAR CIRCUMSTANCES OF EACH PROSPECTIVE HOLDER AND, IN REVIEWING THIS OFFERING CIRCULAR, THESE

m the portion of our business that we hold through APO Corp. will be subject to U.S. Federal corporate income tax and other taxes. As the holder of APO Corp.'s shares, we will not be taxed directly on earnings of entities we hold through APO Corp. Distributions of cash or other property that APO Corp. pays