cluding Surrogate's Court approval of the proposed repayments.2 Alternatively, reliance on the estate administration exception would not be because AGM Management, LLC, which is owned and controlled by the principals through BRH GP, will manage all of Apollo's operations and activities and have discretion ove

lable source of such market rate) for London interbank offered rates for U.S. dollar deposits for such month (or portion thereof). "Manage?' means AGM Management, LLC, a Delaware limited liability company and the manager of the Issuer. "Market Value" shall mean the closing price of the Class A Shares on the

parties have caused this Agreement to be duly executed and delivered, all as of the date first set forth above. APOLLO GLOBAL MANAGEMENT, LLC By: AGM Management, LLC its Manager By: BRH Holdings GP, Ltd. its Sole Member By: John J. Suydam Vice President APOLLO PRINCIPAL HOLDINGS I L.P. By: Apollo Prin

rns that have been geometrically linked based on capital contributions. distributions and dividend reinvestments. as applicable; 'our manager" means AGM Management. LW. a Delaware limited liability company that is controlled by our managing partners: 'permanent capital" means capital of funds that do not have r

ompleted a reorganization of its predecessor businesses on July 13. 2007 (the "Reorganization"). The Company is managed and operated by its manager. AGM Management. LLC. which in turn is wholly-owned and controlled by Leon Black. Joshua Harris and Marc Rowan (the "Managing Partners"). As of December 31. 2011.

Registrant's Registration Statement on Form S-I (File No. 333-150141)). 10.1 Amended and Restated Limited Liability Company Operating Agreement of AGM Management. LLC dated as of July 10, 2097 (incorporated by reference to Exhibit 10.1 to the Registrant's Registration Statement on Form S-I (File No. 333-15014

ur Shares % Series A Preferred Shares % Series A Preferred Shares (the "Series A Preferred Shares" or the "shares"). When, as, and if declared by AGM Management, LLC, our manager, distributions on the Series A Preferred Shares will be payable quarterly on March 15, June 15, September 15 and December 15 of ea