Epstein Secrets

nt to the Offer. An exchange of Shares for cash pursuant to the Offer will be a taxable transaction for United States feder=l income tax purposes. A Holder who participates in the Offer will, depending=on such Holder's particular circumstances, be treated either as recognizin= gain or loss from the disp

it gives oral or written notice to First Chicago Trust Company of New York (the "Depositary") of its acceptance for payment of such Shares. While the Board of Directors of the Company believes that the Shares represent an attractive investment for its continuing stockholders, the purpose of the Offer is to allow those

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

dman Sachs in 1990 and was named partner in 1996. Mr. Spilker is a member of the University of Pennsylvania's Wharton Undergraduate Executive Board, the Board of Directors of The New 42nd Street. Inc. and co-chairs the RFT( Leadership Council at the Robert F. Kennedy Center for Justice & Human Rights. Mr. Spilker graduate

icular shares of any of the foregoing shall cease to be Registrable Securities once they have been sold in any public offering or transferred by the Holder in a transaction in which its rights under this Agreement are not assigned in accordance with the provisions of this Agreement. 1.10 "Registrable

ant to this Section 2.1 a certificate signed by the President or Chief Executive Officer of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would be materially detrimental to the Company and its shareholders for such registration statement to be filed and it is therefore

N FEDERAL INCOME TAX CONSIDERATIONS RELEVANT TO A HOLDER OF THE UNITS RESIDENT IN CANADA FOR PURPOSES OF T

onstituent securities underlying the Units The Investors may not separately transfer Common LP Units or Class A Shares (unless otherwise approved by the Board of Directors of the General Partner and the Independent Committee), and there may be less Investor interest in a security such as the Units than there would be in mo

obtained by another Person. 2. Prepayment. The obligations under this Note may not be pit-paid by the Issuer without the prior written consent of Holder. 3. Interest Rate. The Issuer further promises to pay simple interest on the outstanding principal amount hereof from the date hereof until paymen

Price, the Series A-1 Purchase Price shall be adjusted to equal the price per share paid for such equity securities (as calculated in good faith by the Board of Directors of the Company). "Excluded Equity" means: (i) equity issued upon exercise or conversion of presently outstanding exercisable or convertible securities

icular shares of any of the foregoing shall cease to be Registrable Securities once they have been sold in any public offering or transferred by the Holder in a transaction in which its rights under this Agreement are not assigned in accordance with the provisions of this Agreement. 1.10 "Registrable

ant to this Section 2.1 a certificate signed by the President or Chief Executive Officer of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would be materially detrimental to the Company and its shareholders for such registration statement to be filed and it is therefore