Apollo Global Management LLC Sample Contracts

Apollo Global Management LLC – FORM OF PERFORMANCE RESTRICTED SHARE UNIT AWARD AGREEMENT UNDER THE APOLLO GLOBAL MANAGEMENT, LLC 2007 OMNIBUS EQUITY INCENTIVE PLAN (March 1st, 2019)

This Award Agreement (this “RSU Award Agreement”), dated as of [ ] (the “Date of Grant”), is made by and between Apollo Global Management, LLC, a Delaware limited liability company (the “Company”), and [ ] (the “Participant”). Capitalized terms not defined herein shall have the meaning ascribed to them in the Apollo Global Management, LLC 2007 Omnibus Equity Incentive Plan, as the same may be amended, modified or supplemented from time to time (the “Plan”). Where the context permits, references to the Company shall include any successor to the Company. If this RSU Award Agreement is not executed and returned to the Company by [ ], and such failure continues for five business days after notice thereof, this Award will be null and void ab initio and the Participant will have no rights hereunder.

Apollo Global Management LLC – Amended and Restated Limited Partnership Agreement (March 1st, 2019)

AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT of AAA LIFE RE CARRY, L.P. (the “Partnership”) is made on October 15, 2009 by and among Apollo Advisors VII (EH), L.P., a Cayman Islands exempted limited partnership, as the sole general partner (the “General Partner”), the persons whose names and addresses are set forth in the Register of Partners under the caption “Limited Partners” as the limited partners and the Initial Limited Partner (as defined herein), solely for the purpose of effecting his withdrawal as a limited partner with effect as of the date hereof (the “Agreement”).

Apollo Global Management LLC – Amended and Restated Limited Partnership Agreement (March 1st, 2019)

AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT of APOLLO SPECIAL SITUATIONS ADVISORS, L.P. dated February 15, 2017 and effective as of March 18, 2016, by and among Apollo Special Situations Advisors GP, LLC, a Delaware limited liability company, as the sole general partner, and the persons whose names and addresses are set forth in the Schedule of Partners under the caption “Limited Partners” as the limited partners.

Apollo Global Management LLC – ROLL-UP AGREEMENT dated as of July 13, 2007 among SCOTT M. KLEINMAN, BRH HOLDINGS, L.P., AP PROFESSIONAL HOLDINGS, L.P., APO ASSET CO., LLC, APO CORP., AND APOLLO GLOBAL MANAGEMENT, LLC (March 1st, 2019)

ROLL-UP AGREEMENT (this “Agreement”), dated as of July 13, 2007, by and among Scott M. Kleinman (the “Senior Manager”), the Transferor(s) (as defined in Section 1.1) (if any), AP Professional Holdings, L.P., a Cayman Islands exempted limited partnership (“Holdings”), BRH Holdings, L.P., a Cayman Islands exempted limited partnership and limited partner of Holdings (“BRH”), Apollo Global Management, LLC, a Delaware limited liability company (“Apollo”), and solely with respect to Section 2.1, APO Asset Co., LLC, a Delaware limited liability company (“APO Asset Co.”), and APO Corp., a Delaware corporation (“APO Corp.”).

Apollo Global Management LLC – APOLLO ADVISORS IX, L.P. APOLLO CAPITAL MANAGEMENT IX, L.P. APOLLO ADVISORS VIII, L.P. APOLLO CAPITAL MANAGEMENT VIII, LLC APOLLO MANAGEMENT HOLDINGS, L.P. (March 1st, 2019)

This letter confirms our understanding regarding the vesting of restricted share units (“RSUs”) and restricted Class A Shares of Apollo Global Management, LLC awarded to you or your estate planning vehicle. In the event of a conflict between this letter and any RSU or restricted share award agreement, this letter shall govern. So long as you

Apollo Global Management LLC – First Amended and Restated Agreement of Exempted Limited Partnership (March 1st, 2019)

This First Amended and Restated Agreement of Exempted Limited Partnership (this “Agreement”) of Financial Credit Investment Advisors I, L.P. (the “Partnership”), a Cayman Islands exempted limited partnership, is dated March 13, 2013 and agreed as amongst the parties to be of effect from January 7, 2011, by and among Financial Credit I Capital Management, LLC, a Delaware limited liability company, as the sole general partner of the Partnership (the “General Partner”), and the Persons whose names and addresses are set forth on the Register of Partners (as defined herein) under the caption Limited Partners.

Apollo Global Management LLC – Amended and Restated Agreement of Exempted Limited Partnership (March 1st, 2019)

This Amended and Restated Agreement of Exempted Limited Partnership (this “Agreement”) of Financial Credit Investment Advisors II, L.P. (the “Partnership”), a Cayman Islands exempted limited partnership, is dated June 12, 2014 and agreed as amongst the parties to be effective from January 1, 2014, by and among Financial Credit II Capital Management, LLC, a Delaware limited liability company, as the sole general partner of the Partnership (the “General Partner”), and the Persons whose names and addresses are set forth on the Register of Partnership Interests (as defined herein) under the caption “Limited Partners” as limited partners.

Apollo Global Management LLC – SEVENTH SUPPLEMENTAL INDENTURE Dated as of February 7, 2019 Supplementing that Certain INDENTURE Dated as of May 30, 2014 Among (February 7th, 2019)

This Seventh Supplemental Indenture, dated as of February 7, 2019 (the “Seventh Supplemental Indenture”), among Apollo Management Holdings, L.P., a limited partnership duly organized and existing under the laws of the State of Delaware, having its principal office at 9 West 57th Street, 43rd Floor, New York, New York 10019 (the “Company”), the Guarantors party hereto and Wells Fargo Bank, National Association, a national banking association, as Trustee under the Base Indenture (as hereinafter defined) and hereunder (the “Trustee”), supplements that certain Indenture, dated as of May 30, 2014, among the Company, the Guarantors named therein and the Trustee (the “Base Indenture” and subject to Section 1.3 hereof, together with this Seventh Supplemental Indenture, the “Indenture”).

Apollo Global Management LLC – Apollo to Offer Senior Notes (February 4th, 2019)

February 4, 2019 – NEW YORK – Apollo Global Management, LLC (NYSE: APO) (together with its consolidated subsidiaries, “Apollo”) today announced that its indirect subsidiary, Apollo Management Holdings, L.P. (the “Issuer”), intends to offer, subject to market and other conditions, senior notes (the “notes”). The notes will be fully and unconditionally guaranteed by Apollo’s indirect subsidiaries, Apollo Principal Holdings I, L.P., Apollo Principal Holdings II, L.P., Apollo Principal Holdings III, L.P., Apollo Principal Holdings IV, L.P., Apollo Principal Holdings V, L.P., Apollo Principal Holdings VI, L.P., Apollo Principal Holdings VII, L.P., Apollo Principal Holdings VIII, L.P., Apollo Principal Holdings IX, L.P., Apollo Principal Holdings X, L.P., Apollo Principal Holdings XI, LLC, Apollo Principal Holdings XII, L.P. and AMH Holdings (Cayman), L.P. Apollo intends to use the net proceeds from the sale of the notes for general corporate purposes, including, at the Issuer’s option, to b

Apollo Global Management LLC – As of December 31, 2018 Actual As Adjusted (dollars in millions) 4.000% Senior Notes Due 2024 $ 496.5 $ 496.5 4.400% Senior Notes due 2026 496.2 496.2 5.000% Senior Notes due 2048 296.4 296.4 Notes offered hereby — 550.0 Revolving Facility(1) — — 2014 AMI Term Facilities 33.3 33.3 2016 AMI Term Facility 38.1 38.1 Series A Preferred Shares 264.4 264.4 Series B Preferred Shares 289.8 289.8 Additional paid in capital — — Retained Earnings 953.4 953.4 Accumulated other comprehensive loss (4.0 ) (4.0 ) Non-controlling interests in consolidated entities 5.7 5.7 Non-controlling interests in Apollo Op (February 4th, 2019)
Apollo Global Management LLC – Amended and Restated Agreement of Exempted Limited Partnership (November 5th, 2018)
Apollo Global Management LLC – APOLLO GLOBAL CARRY POOL AGGREGATOR II, L.P. (November 5th, 2018)

This Award Letter confirms the award to you of a number of points representing an economic interest in the operating profit or operating loss of the Partnership (“Points”) and certain terms in relation to the Partnership Agreement. Capitalized terms used but not earlier defined in this Award Letter have the meanings ascribed to them in Annex A.

Apollo Global Management LLC – Fourth Amended and Restated Exempted Limited Partnership Agreement (November 5th, 2018)
Apollo Global Management LLC – Apollo Advisors IX, L.P. (November 5th, 2018)

Reference is made to the limited partnership agreement of Apollo Advisors IX, L.P. effective as of June 1, 2017 (as the same may be amended, restated, modified or supplemented from time to time, the “Carry Plan LPA”). Capitalized terms not defined herein have the meanings set forth in the Carry Plan LPA.

Apollo Global Management LLC – THIRD AMENDED AND RESTATED EXEMPTED LIMITED PARTNERSHIP AGREEMENT OF APOLLO PRINCIPAL HOLDINGS XII, L.P. (August 6th, 2018)

This THIRD AMENDED AND RESTATED EXEMPTED LIMITED PARTNERSHIP AGREEMENT of Apollo Principal Holdings XII, L.P. (the “Partnership”) is made on the 19th day of March, 2018, by and among Apollo Principal Holdings XII GP, LLC, a limited liability company formed under the laws of the Cayman Islands, as general partner, and the Limited Partners (as defined herein) of the Partnership.

Apollo Global Management LLC – FOURTH AMENDED AND RESTATED EXEMPTED LIMITED PARTNERSHIP AGREEMENT OF APOLLO PRINCIPAL HOLDINGS IX, L.P. Dated March 19, 2018 (August 6th, 2018)

This FOURTH AMENDED AND RESTATED EXEMPTED LIMITED PARTNERSHIP AGREEMENT (this “Agreement”) of Apollo Principal Holdings IX, L.P. (the “Partnership”) is made on the 19th day of March, 2018, by and among Apollo Principal Holdings IX GP, Ltd., an exempted company formed under the laws of the Cayman Islands, as general partner, and the Limited Partners (as defined herein) of the Partnership.

Apollo Global Management LLC – FOURTH AMENDED AND RESTATED EXEMPTED LIMITED PARTNERSHIP AGREEMENT OF APOLLO PRINCIPAL HOLDINGS VII, L.P. Dated March 19, 2018 (August 6th, 2018)

THE PARTNERSHIP UNITS OF APOLLO PRINCIPAL HOLDINGS VII, L.P. HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, THE SECURITIES LAWS OF ANY STATE, PROVINCE OR ANY OTHER APPLICABLE SECURITIES LAWS AND ARE BEING ISSUED IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. SUCH UNITS MUST BE ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE OFFERED FOR SALE, PLEDGED, HYPOTHECATED, SOLD, ASSIGNED OR TRANSFERRED AT ANY TIME EXCEPT IN COMPLIANCE WITH (I) THE SECURITIES ACT, ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR PROVINCE, AND ANY OTHER APPLICABLE SECURITIES LAWS; AND (II) THE TERMS AND CONDITIONS OF THIS EXEMPTED LIMITED PARTNERSHIP AGREEMENT. THE UNITS MAY NOT BE TRANSFERRED OF RECORD EXCEPT IN COMPLIANCE WITH SUCH LAWS AND THIS EXEMPTED LIMITED PARTNERSHIP AGREEMENT. THEREFORE, PURCHASERS AND OTHER TRANSFEREES OF SUCH UNITS WILL BE REQUIRED TO BEAR THE RISK OF THEIR INVESTMENT OR ACQUISITION FOR AN INDEFINI

Apollo Global Management LLC – FOURTH AMENDED AND RESTATED EXEMPTED LIMITED PARTNERSHIP AGREEMENT OF APOLLO PRINCIPAL HOLDINGS VIII, L.P. Dated March 19, 2018 (August 6th, 2018)

This FOURTH AMENDED AND RESTATED EXEMPTED LIMITED PARTNERSHIP AGREEMENT (this “Agreement”) of Apollo Principal Holdings VIII, L.P. (the “Partnership”) is made on the 19th day of March, 2018, by and among Apollo Principal Holdings VIII GP, Ltd., an exempted company formed under the laws of the Cayman Islands, as general partner, and the Limited Partners (as defined herein) of the Partnership.

Apollo Global Management LLC – THIRD AMENDED AND RESTATED EXEMPTED LIMITED PARTNERSHIP AGREEMENT OF APOLLO PRINCIPAL HOLDINGS X, L.P. Dated March 19, 2018 (August 6th, 2018)

THE PARTNERSHIP UNITS OF APOLLO PRINCIPAL HOLDINGS X, L.P. HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, THE SECURITIES LAWS OF ANY STATE, PROVINCE OR ANY OTHER APPLICABLE SECURITIES LAWS AND ARE BEING ISSUED IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. SUCH UNITS MUST BE ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE OFFERED FOR SALE, PLEDGED, HYPOTHECATED, SOLD, ASSIGNED OR TRANSFERRED AT ANY TIME EXCEPT IN COMPLIANCE WITH (I) THE SECURITIES ACT, ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR PROVINCE, AND ANY OTHER APPLICABLE SECURITIES LAWS; AND (II) THE TERMS AND CONDITIONS OF THIS EXEMPTED LIMITED PARTNERSHIP AGREEMENT. THE UNITS MAY NOT BE TRANSFERRED OF RECORD EXCEPT IN COMPLIANCE WITH SUCH LAWS AND THIS EXEMPTED LIMITED PARTNERSHIP AGREEMENT. THEREFORE, PURCHASERS AND OTHER TRANSFEREES OF SUCH UNITS WILL BE REQUIRED TO BEAR THE RISK OF THEIR INVESTMENT OR ACQUISITION FOR AN INDEFINITE

Apollo Global Management LLC – FIFTH AMENDED AND RESTATED EXEMPTED LIMITED PARTNERSHIP AGREEMENT OF APOLLO PRINCIPAL HOLDINGS V, L.P. Dated June 21, 2018 (August 6th, 2018)

AGREEMENT of Apollo Principal Holdings V, L.P. (the “Partnership”) is made on June 21, 2018, by and among Apollo Principal Holdings V GP, LLC, a limited liability company formed under the laws of the State of Delaware and registered as a foreign company in the Cayman Islands, as the general partner, and the Limited Partners (as defined herein) of the Partnership

Apollo Global Management LLC – CREDIT AGREEMENT (August 6th, 2018)
Apollo Global Management LLC – THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF APOLLO PRINCIPAL HOLDINGS XI, LLC Dated March 19, 2018 and agreed amongst the parties hereto to be effective as of March 19, 2018 (August 6th, 2018)

This THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of Apollo Principal Holdings XI, LLC, an Anguilla limited liability company (the “Company”) is dated March 19, 2018 and agreed by and among the Members (as defined herein) to be effective as of March 19, 2018.

Apollo Global Management LLC – SIXTH AMENDED AND RESTATED EXEMPTED LIMITED PARTNERSHIP AGREEMENT OF APOLLO PRINCIPAL HOLDINGS I, L.P. Dated June 21, 2018 (August 6th, 2018)

AGREEMENT of Apollo Principal Holdings I, L.P. (the “Partnership”) is made on June 21, 2018, by and among Apollo Principal Holdings I GP, LLC, a limited liability company formed under the laws of the State of Delaware and registered as a foreign company in the Cayman Islands, as general partner, and the Limited Partners (as defined herein) of the Partnership.

Apollo Global Management LLC – FIFTH AMENDED AND RESTATED EXEMPTED LIMITED PARTNERSHIP AGREEMENT OF APOLLO PRINCIPAL HOLDINGS III, L.P. Dated March 19, 2018 (August 6th, 2018)

THE PARTNERSHIP UNITS OF APOLLO PRINCIPAL HOLDINGS III, L.P. HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, THE SECURITIES LAWS OF ANY STATE, PROVINCE OR ANY OTHER APPLICABLE SECURITIES LAWS AND ARE BEING ISSUED IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. SUCH UNITS MUST BE ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE OFFERED FOR SALE, PLEDGED, HYPOTHECATED, SOLD, ASSIGNED OR TRANSFERRED AT ANY TIME EXCEPT IN COMPLIANCE WITH (I) THE SECURITIES ACT, ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR PROVINCE, AND ANY OTHER APPLICABLE SECURITIES LAWS; AND (II) THE TERMS AND CONDITIONS OF THIS EXEMPTED LIMITED PARTNERSHIP AGREEMENT. THE UNITS MAY NOT BE TRANSFERRED OF RECORD EXCEPT IN COMPLIANCE WITH SUCH LAWS AND THIS EXEMPTED LIMITED PARTNERSHIP AGREEMENT. THEREFORE, PURCHASERS AND OTHER TRANSFEREES OF SUCH UNITS WILL BE REQUIRED TO BEAR THE RISK OF THEIR INVESTMENT OR ACQUISITION FOR AN INDEFINI

Apollo Global Management LLC – SIXTH AMENDED AND RESTATED EXEMPTED LIMITED PARTNERSHIP AGREEMENT OF APOLLO PRINCIPAL HOLDINGS II, L.P. Dated June 21, 2018 (August 6th, 2018)

AGREEMENT of Apollo Principal Holdings II, L.P. (the “Partnership”) is made as on June 21, 2018, by and among Apollo Principal Holdings II GP, LLC, a limited liability company formed under the laws of the State of Delaware and registered as a foreign company in the Cayman Islands, as general partner, and the Limited Partners (as defined herein) of the Partnership.

Apollo Global Management LLC – FIFTH AMENDED AND RESTATED EXEMPTED LIMITED PARTNERSHIP AGREEMENT OF APOLLO PRINCIPAL HOLDINGS IV, L.P. Dated March 19, 2018 (August 6th, 2018)

This FIFTH AMENDED AND RESTATED EXEMPTED LIMITED PARTNERSHIP AGREEMENT of Apollo Principal Holdings IV, L.P. (the “Partnership”) is made on the 19th day of March, 2018, by and among Apollo Principal Holdings IV GP, Ltd., an exempted company formed under the laws of the Cayman Islands, as general partner, and the Limited Partners (as defined herein) of the Partnership.

Apollo Global Management LLC – FOURTH AMENDED AND RESTATED EXEMPTED LIMITED PARTNERSHIP AGREEMENT OF AMH HOLDINGS (CAYMAN), L.P. Dated March 19, 2018 (August 6th, 2018)

This FOURTH AMENDED AND RESTATED EXEMPTED LIMITED PARTNERSHIP AGREEMENT of AMH Holdings (Cayman), L.P. (the “Partnership”) is made on March 19, 2018, by and among AMH Holdings GP, Ltd., an exempted company incorporated under the laws of the Cayman Islands, as general partner, and the Limited Partners (as defined herein) of the Partnership.

Apollo Global Management LLC – FIFTH AMENDED AND RESTATED EXEMPTED LIMITED PARTNERSHIP AGREEMENT OF APOLLO PRINCIPAL HOLDINGS VI, L.P. Dated June 21, 2018 (August 6th, 2018)

AGREEMENT of Apollo Principal Holdings VI, L.P. (the “Partnership”) is made on June 21, 2018, by and among Apollo Principal Holdings VI GP, LLC, a limited liability company formed under the laws of the State of Delaware and registered as a foreign company in the Cayman Islands, as the general partner, and the Limited Partners (as defined herein) of the Partnership.

Apollo Global Management LLC – THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF APOLLO GLOBAL MANAGEMENT, LLC DATED AS OF MARCH 19, 2018 (March 19th, 2018)

This Third Amended and Restated Limited Liability Company Operating Agreement, dated as of March 19, 2018 (as amended, supplemented or restated from time to time, this “Agreement”), of Apollo Global Management, LLC, a Delaware limited liability company (the “Company”), is made and entered into and shall be effective as of this 19th day of March, 2018, by and among AGM Management, LLC, a Delaware limited liability company (the “Manager”), and the Company.

Apollo Global Management LLC – SIXTH SUPPLEMENTAL INDENTURE Dated as of March 15, 2018 Supplementing that Certain INDENTURE Dated as of May 30, 2014 Among (March 15th, 2018)

This Sixth Supplemental Indenture, dated as of March 15, 2018 (the “Sixth Supplemental Indenture”), among Apollo Management Holdings, L.P., a limited partnership duly organized and existing under the laws of the State of Delaware, having its principal office at 9 West 57th Street, 43rd Floor, New York, New York 10019 (the “Company”), the Guarantors party hereto and Wells Fargo Bank, National Association, a national banking association, as Trustee under the Base Indenture (as hereinafter defined) and hereunder (the “Trustee”), supplements that certain Indenture, dated as of May 30, 2014, among the Company, the Guarantors named therein and the Trustee, as supplemented by that certain First Supplemental Indenture dated as of May 30, 2014, that certain Second Supplemental Indenture dated as of January 30, 2015, that certain Third Supplemental Indenture, dated as of February 1, 2016, that certain Fourth Supplemental Indenture, dated as of May 27, 2016 and that certain Fifth Supplemental Ind

Apollo Global Management LLC – APOLLO GLOBAL MANAGEMENT, LLC 12,000,000 6.375% Series B Preferred Shares UNDERWRITING AGREEMENT (March 13th, 2018)
Apollo Global Management LLC – Apollo to Offer Senior Notes (March 8th, 2018)

March 8, 2018 – New York, NY – Apollo Global Management, LLC (NYSE: APO) (together with its consolidated subsidiaries, “Apollo”) today announced that its indirect subsidiary, Apollo Management Holdings, L.P., intends to offer, subject to market and other conditions, senior notes (the “notes”). The notes will be fully and unconditionally guaranteed by Apollo’s indirect subsidiaries, Apollo Principal Holdings I, L.P., Apollo Principal Holdings II, L.P., Apollo Principal Holdings III, L.P., Apollo Principal Holdings IV, L.P., Apollo Principal Holdings V, L.P., Apollo Principal Holdings VI, L.P., Apollo Principal Holdings VII, L.P., Apollo Principal Holdings VIII, L.P., Apollo Principal Holdings IX, L.P., Apollo Principal Holdings X, L.P., Apollo Principal Holdings XI, LLC, Apollo Principal Holdings XII, L.P. and AMH Holdings (Cayman), L.P. Apollo intends to use the net proceeds from the sale of the notes and cash on hand to repay the outstanding term loan facility under its existing credi

Apollo Global Management LLC – ($ in thousands, except share data) 4Q'16 3Q'17 4Q'17 FY'16 FY'17 Revenues: Management fees from related parties $268,342 $301,443 $302,634 $1,043,513 $1,154,925 Advisory and transaction fees from related parties, net 43,966 16,209 62,719 146,665 117,624 Carried interest income from related parties 373,072 346,580 504,165 780,206 1,337,624 Total Revenues 685,380 664,232 869,518 1,970,384 2,610,173 Expenses: Compensation and benefits: Salary, bonus and benefits 99,117 108,853 112,871 389,130 428,882 Equity-based compensation 28,780 24,485 21,118 102,983 91,450 Profit sharing expense 177,307 137 (February 1st, 2018)
Apollo Global Management LLC – July 19, 2017 Personal and Confidential John Suydam [Home Address] Dear John: (November 3rd, 2017)

This letter confirms the terms in connection with your continued employment at Apollo Management Holdings, L.P. (the “Company”).

Apollo Global Management LLC – FIFTH AMENDED AND RESTATED EXCHANGE AGREEMENT (May 5th, 2017)

FIFTH AMENDED AND RESTATED EXCHANGE AGREEMENT (the “Agreement”), dated as of April 28, 2017, among Apollo Global Management, LLC, a Delaware limited liability company, Apollo Principal Holdings I, L.P., a Delaware limited partnership, Apollo Principal Holdings II, L.P., a Delaware limited partnership, Apollo Principal Holdings III, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings IV, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings V, L.P., a Delaware limited partnership, Apollo Principal Holdings VI, L.P., a Delaware limited partnership, Apollo Principal Holdings VII, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings VIII, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings IX, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings X, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings XI, LLC, an Anguilla limited liabil