Apollo Global Management LLC Sample Contracts

APOLLO GLOBAL MANAGEMENT, LLC and U.S. BANK NATIONAL ASSOCIATION, Trustee INDENTURE Dated as of , Providing for Issuance of Subordinated Debt Securities in Series
Apollo Global Management LLC • May 7th, 2013 • Investment advice • New York

THIS INDENTURE between APOLLO GLOBAL MANAGEMENT, LLC, a Delaware limited liability company (hereinafter called the “Company”) having its principal office at 9 West 57th Street, 43rd Floor, New York, New York 10019, and U.S. BANK NATIONAL ASSOCIATION, as trustee (hereinafter called the “Trustee”), is made and entered into as of , .

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Contract
Apollo Global Management, Inc. • August 6th, 2021 • Investment advice

This exempted limited partnership is a limited partner of certain entities that earn “carried interest” on profits from various funds, accounts or investments managed or advised by AGM.

FORM OF DIRECTOR RESTRICTED SHARE UNIT AWARD AGREEMENT UNDER THE APOLLO GLOBAL MANAGEMENT, INC. 2019 OMNIBUS EQUITY INCENTIVE PLAN
Restricted Share Unit Award Agreement • March 1st, 2023 • Apollo Asset Management, Inc. • Investment advice • New York

This Award Agreement (this “RSU Award Agreement”), dated as of [ ] [ ], 20[ ], (the “Date of Grant”), is made by and between Apollo Global Management, Inc., a Delaware corporation (the “Company”), and [ ] (the “Participant”). Capitalized terms not defined herein shall have the meaning ascribed to them in the Apollo Global Management, Inc. 2019 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 [ ], [ ] [ ], 20[ ], this Award will be null and void ab initio and the Participant will have no rights hereunder.

SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF APOLLO PRINCIPAL HOLDINGS V, L.P. Dated as of April 14, 2010
Limited Partnership Agreement • October 7th, 2010 • Apollo Global Management LLC • Investment advice • Delaware

This SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT (this “Agreement”) of Apollo Principal Holdings V, L.P. (the “Partnership”) is made as of April 14, 2010, by and among Apollo Principal Holdings V GP, LLC, a limited liability company formed under the laws of the State of Delaware, as general partner, and the Limited Partners (as defined herein) of the Partnership.

APOLLO GLOBAL MANAGEMENT, LLC EMPLOYMENT, NON-COMPETITION AND NON-SOLICITATION AGREEMENT
Non-Competition and Non-Solicitation Agreement • August 14th, 2012 • Apollo Global Management LLC • Investment advice • Delaware

THIS EMPLOYMENT, NON-COMPETITION AND NON-SOLICITATION AGREEMENT (“Agreement”) is made and entered into as of July 19, 2012, by and between Apollo Global Management, LLC, a Delaware limited liability company (the “Company”), and Joshua J. Harris (“Executive”). Where the context permits, references to “the Company” shall include the Company and any successor of the Company. Capitalized terms used herein that are not defined in the paragraph in which they first appear are defined in Section 5(b) or in the Agreement Among Principals.

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

This THIRD AMENDED AND RESTATED EXEMPTED LIMITED PARTNERSHIP AGREEMENT of Apollo Principal Holdings X, L.P. (the “Partnership”) is made on the 19th day of March, 2018, by and among Apollo Principal Holdings X 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.

MEMBERSHIP INTEREST PURCHASE AGREEMENT by and among RCS CAPITAL CORPORATION, RCS CAPITAL HOLDINGS, LLC and APOLLO MANAGEMENT HOLDINGS, L.P. Dated as of August 6, 2015
Membership Interest Purchase Agreement • November 9th, 2015 • Apollo Global Management LLC • Investment advice • New York

This MEMBERSHIP INTEREST PURCHASE AGREEMENT, dated as of August 6, 2015 (this “Agreement”), is made by and among Apollo Management Holdings, L.P., a Delaware limited partnership (“Apollo”), RCS Capital Corporation, a Delaware corporation (“RCAP”) and RCS Capital Holdings, LLC (“RCS Holdings” and, together with RCAP, the “Sellers”). Capitalized terms used and not otherwise defined in this Agreement have the meanings specified in Article X.

APOLLO GLOBAL MANAGEMENT, INC. EMPLOYMENT, NON-COMPETITION AND NON-SOLICITATION AGREEMENT
Non-Competition and Non-Solicitation Agreement • May 10th, 2021 • Apollo Global Management, Inc. • Investment advice • New York

This EMPLOYMENT, NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”) is made and entered into as of March 8, 2021, by and between Apollo Global Management, Inc., a Delaware corporation (the “Company”), and Joshua J. Harris (“Executive”). Where the context permits, references to the “Company” shall include the Company and any successor of the Company. Capitalized terms used herein that are not defined in the paragraph in which they first appear are defined in Section 5(b).

Amended and Restated Limited Partnership Agreement
Limited Partnership Agreement • March 1st, 2019 • Apollo Global Management LLC • Investment advice • Delaware

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.

AMENDED AND RESTATED TAX RECEIVABLE AGREEMENT
Tax Receivable Agreement • August 9th, 2016 • Apollo Global Management LLC • Investment advice • New York

This AMENDED AND RESTATED TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of May 6, 2013, is hereby entered into by and among APO Corp., a Delaware corporation (“APO Corp.”), Apollo Principal Holdings II, L.P., a Delaware limited partnership (“Apollo Principal II”), Apollo Principal Holdings IV, L.P., a Cayman Islands exempted limited partnership (“Apollo Principal IV”), Apollo Principal Holdings VI, a Delaware limited partnership (“Apollo Principal VI”), Apollo Principal Holdings VIII, L.P., a Cayman Islands exempted limited partnership (“Apollo Principal VIII”), AMH Holdings (Cayman), L.P., a Cayman Islands exempted limited partnership (“AMH Holdings”) (together with all other Persons (as defined herein) in which APO Corp. acquires a partnership interest, member interest or similar interest after the date hereof and who execute and deliver a joinder contemplated in Section 7.14, the “Partnerships”), and each of the undersigned parties hereto identified as “Holders”.

Apollo Global Management, LLC Class A Shares Form of Underwriting Agreement
Apollo Global Management LLC • March 21st, 2011 • Investment advice • New York

Apollo Global Management, LLC, a Delaware limited liability company (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom , and are acting as representatives (collectively, the “Representatives”), an aggregate of Class A shares (the “Stock”) of the Company [and, at the election of the Underwriters, up to additional shares of Stock] and the shareholders of the Company named in Schedule II hereto (the “Selling Stockholders”) propose, subject to the terms and conditions stated herein, to sell to the Underwriters an aggregate of shares [and, at the election of the Underwriters, up to additional shares] of Stock. The aggregate of shares of Stock to be sold by the Company and the Selling Stockholders is herein called the “Firm Shares” and the aggregate of additional shares of Stock to be sold by the Company and the Selling Stockholders is herein called the “Optional Shares”

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 9th, 2015 • Apollo Global Management LLC • Investment advice • New York

This REGISTRATION RIGHTS AGREEMENT dated as of August 19, 2015 (this “Agreement”), is entered into by and among RCS Capital Corporation, a Delaware corporation (the “Company”), and Apollo Principal Holdings I, L.P. and any Transferee thereof that become party to this Agreement.

FOURTH AMENDED AND RESTATED EXCHANGE AGREEMENT
Exchange Agreement • May 10th, 2016 • Apollo Global Management LLC • Investment advice • Delaware

FOURTH AMENDED AND RESTATED EXCHANGE AGREEMENT (the “Agreement”), dated as of May 5, 2016, 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 liabilit

APOLLO GLOBAL MANAGEMENT, LLC 12,000,000 6.375% Series B Preferred Shares UNDERWRITING AGREEMENT
Underwriting Agreement • March 13th, 2018 • Apollo Global Management LLC • Investment advice • New York
AMENDED AND RESTATED EXEMPTED LIMITED PARTNERSHIP AGREEMENT OF APOLLO PRINCIPAL HOLDINGS X, L.P.
Exempted Limited Partnership Agreement • May 11th, 2015 • Apollo Global Management LLC • Investment advice

This AMENDED AND RESTATED EXEMPTED LIMITED PARTNERSHIP AGREEMENT (this “Agreement”) of Apollo Principal Holdings X, L.P. (the “Partnership”) is made on the 8th day of April, 2015 and effective from December 30, 2014, by and among Apollo Principal Holdings X 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.

FORM OF DIRECTOR RESTRICTED SHARE UNIT AWARD AGREEMENT UNDER THE APOLLO GLOBAL MANAGEMENT, LLC
Restricted Share Unit Award Agreement • July 25th, 2019 • Apollo Global Management LLC • Investment advice • New York

This Award Agreement (this “RSU Award Agreement”), dated as of [ ], 20[ ] (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 2019 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 [day, month date], 20[ ], this Award will be null and void ab initio and the Participant will have no rights hereunder.

INVESTMENT AGREEMENT by and between APOLLO MANAGEMENT HOLDINGS, L.P., and RCS CAPITAL CORPORATION Dated as of August 6, 2015
Investment Agreement • November 9th, 2015 • Apollo Global Management LLC • Investment advice • New York

This INVESTMENT AGREEMENT, dated as of August 6, 2015 (this “Agreement”), is made by and between Apollo Management Holdings, L.P., a Delaware limited partnership (the “Investor”), and RCS Capital Corporation, a Delaware corporation (the “Company”). Capitalized terms used and not otherwise defined in this Agreement have the meanings specified in Article IX.

WAIVER TO AMENDED AND RESTATED TAX RECEIVABLE AGREEMENT May 2, 2022
Tax Receivable Agreement • May 10th, 2022 • Apollo Asset Management, Inc. • Investment advice

This WAIVER (this “Waiver”) to the Amended and Restated Tax Receivable Agreement, dated as of May 6, 2013, by and among APO Corp., Apollo Principal Holdings II, L.P., Apollo Principal Holdings IV, L.P., Apollo Principal Holdings VI, L.P., Apollo Principal Holdings VIII L.P., AMH Holdings (Cayman), L.P. and the other persons party thereto (as amended, modified or supplemented, the “TRA”) is entered into and executed by APO as of the date set forth above (the “Effective Date”). Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the TRA.

THIRD AMENDED AND RESTATED EXEMPTED LIMITED PARTNERSHIP AGREEMENT OF APOLLO PRINCIPAL HOLDINGS VIII, L.P. Dated March 7, 2017
Exempted Limited Partnership Agreement • May 5th, 2017 • Apollo Global Management LLC • Investment advice

This THIRD AMENDED AND RESTATED EXEMPTED LIMITED PARTNERSHIP AGREEMENT (this “Agreement”) of Apollo Principal Holdings VIII, L.P. (the “Partnership”) is made on the 7th day of March, 2017, 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.

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FORM OF PERFORMANCE RESTRICTED SHARE UNIT AWARD AGREEMENT UNDER THE APOLLO GLOBAL MANAGEMENT, INC.
Share Unit Award Agreement • September 5th, 2019 • Apollo Global Management, Inc. • Investment advice • New York

This Award Agreement (this “RSU Award Agreement”), dated as of [ ] (the “Date of Grant”), is made by and between Apollo Global Management, Inc., a Delaware corporation (the “Company”), and [ ] (the “Participant”). Capitalized terms not defined herein shall have the meaning ascribed to them in the Apollo Global Management, Inc. 2019 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 [day, month date], 20[ ], 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.

SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF APOLLO GLOBAL MANAGEMENT, LLC DATED AS OF MARCH 7, 2017
Limited Liability Company Agreement • March 7th, 2017 • Apollo Global Management LLC • Investment advice • Delaware

This Second Amended and Restated Limited Liability Company Operating Agreement, dated as of March 7, 2017 (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 7th day of March, 2017, by and among AGM Management, LLC, a Delaware limited liability company (the “Manager”), and the Company.

SECOND AMENDMENT
Credit Agreement • January 10th, 2011 • Apollo Global Management LLC • Investment advice • New York

AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), dated as of December [ ], 2010, among Apollo Management Holdings, L.P., a Delaware limited partnership (the “Borrower”), the Guarantors party hereto, the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”), and JPMorgan Chase Bank, N.A., as administrative agent.

APOLLO GLOBAL MANAGEMENT, LLC and Trustee INDENTURE Dated as of , Providing for Issuance of Senior Debt Securities in Series
Apollo Global Management LLC • June 21st, 2019 • Investment advice • New York

THIS INDENTURE between APOLLO GLOBAL MANAGEMENT, LLC, a Delaware limited liability company (hereinafter called the “Company”) having its principal office at 9 West 57th Street, 43rd Floor, New York, New York 10019, and [ ], as trustee (hereinafter called the “Trustee”), is made and entered into as of , .

AMENDMENT NO. 1 TO ROLL-UP AGREEMENT
Roll-Up Agreement • August 10th, 2020 • Apollo Global Management, Inc. • Investment advice

This AMENDMENT NO. 1 TO ROLL-UP AGREEMENT (this “Amendment”), dated as of July 29, 2020, is made by and among Scott M. Kleinman (the “Senior Manager”), KRT Investments LLC, a Delaware limited liability company (“KRT Investments”), The Kleinman Children’s Trust (the “Kleinman Trust”), 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, Inc., a Delaware corporation (“Apollo”), solely with respect to Section 2.1 of the Roll-Up Agreement (as hereinafter defined), APO Asset Co., LLC, a Delaware limited liability company (“APO Asset Co.”), and APO Corp., a Delaware corporation (“APO Corp.”) and the Transferor(s) (as defined in that certain Roll-Up Agreement, dated as of July 13, 2007, by and among the Senior Manager, Holdings, BRH, Apollo, APO Corp., APO Asset Co. and the Transferor(s) as defined therein (the “Roll-Up Agr

AGREEMENT AND PLAN OF MERGER By and Among ATHENE HOLDING LTD; APOLLO GLOBAL MANAGEMENT, INC.; TANGO HOLDINGS, INC.; BLUE MERGER SUB, LTD.; and GREEN MERGER SUB, INC. Dated as of March 8, 2021
Agreement and Plan of Merger • March 8th, 2021 • Apollo Global Management, Inc. • Investment advice • Delaware

This AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of March 8, 2021, among Athene Holding Ltd, a Bermuda exempted company (“AHL”), Apollo Global Management, Inc., a Delaware corporation (“AGM”), Tango Holdings, Inc., a Delaware corporation and a direct wholly owned subsidiary of AGM (“Tango Holdings”), Blue Merger Sub, Ltd., a Bermuda exempted company and a direct wholly owned subsidiary of Tango Holdings (“AHL Merger Sub”), and Green Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Tango Holdings (“AGM Merger Sub”).

THIRD AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF APOLLO PRINCIPAL HOLDINGS VI, L.P. Dated as of March 7, 2017
Limited Partnership Agreement • May 5th, 2017 • Apollo Global Management LLC • Investment advice • Delaware
THIRD AMENDED AND RESTATED EXEMPTED LIMITED PARTNERSHIP AGREEMENT OF APOLLO PRINCIPAL HOLDINGS VII, L.P. Dated March 7, 2017
Apollo Global Management LLC • May 5th, 2017 • Investment advice

This THIRD AMENDED AND RESTATED EXEMPTED LIMITED PARTNERSHIP AGREEMENT (this “Agreement”) of Apollo Principal Holdings VII, L.P. (the “Partnership”) is made on the 7th day of March, 2017, by and among Apollo Principal Holdings VII 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.

SHAREHOLDERS AGREEMENT dated as of July 13, 2007 among APOLLO GLOBAL MANAGEMENT, LLC, AP PROFESSIONAL HOLDINGS, L.P., BRH HOLDINGS, L.P., BLACK FAMILY PARTNERS, L.P., MJR FOUNDATION LLC, LEON D. BLACK, MARC J. ROWAN AND JOSHUA J. HARRIS
Shareholders Agreement • August 12th, 2008 • Apollo Global Management LLC • Investment advice • Delaware

SHAREHOLDERS AGREEMENT (the “Agreement”), dated as of July 13, 2007, among Apollo Global Management, LLC, a Delaware limited liability company (the “Company”), AP Professional Holdings, L.P., a Cayman Islands exempted limited partnership (“Holdings” and, collectively with all other Persons (as defined herein) who become parties to this Agreement as “Shareholders” in accordance with the terms of this Agreement, the “Shareholders”), BRH Holdings, L.P., a Cayman Islands exempted limited partnership (“BRH”), Black Family Partners, L.P., a Delaware limited partnership, Leon D. Black (“LB”), MJR Foundation LLC, a New York limited liability company, Marc J. Rowan (“MR”), Joshua J. Harris (“JH”, and together with LB and MR, the “Principals”, and each individually, a “Principal”).

Contract
Tax Receivable Agreement • October 7th, 2010 • Apollo Global Management LLC • Investment advice • New York

FIRST AMENDMENT AND JOINDER, dated as of April 14, 2010 (this “Amendment”), to the TAX RECEIVABLE AGREEMENT, dated as of July 13, 2007, by and among APO Corp., a Delaware corporation (“APO Corp.”), Apollo Principal Holdings II, L.P., a Delaware limited partnership (“Apollo Principal II”), Apollo Principal Holdings IV, L.P., a Cayman Islands exempted limited partnership (“Apollo Principal IV”), Apollo Management Holdings, L.P., a Delaware limited partnership (“AMH”), and each of the other parties signatory thereto identified as “Holders”. Capitalized terms used but not defined herein shall have the respective meanings given to them in the Agreement.

TRANSACTION AGREEMENT by and among AMH HOLDINGS (CAYMAN), L.P., AR CAPITAL, LLC, and AR GLOBAL, LLC Dated as of August 6, 2015
Transaction Agreement • November 9th, 2015 • Apollo Global Management LLC • Investment advice • New York

This TRANSACTION AGREEMENT, dated as of August 6, 2015 (this “Agreement”), is made by and among AMH Holdings (Cayman), L.P., a Cayman Islands exempted limited partnership (“AMH”), AR Capital, LLC, a Delaware limited liability company (“ARC”) and AR Global, LLC, a Delaware limited liability company (“Newco”). Capitalized terms used and not otherwise defined in this Agreement have the meanings specified in Article X.

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