Common use of Allocation of Points Clause in Contracts

Allocation of Points. (a) Except as otherwise provided herein, the General Partner shall be responsible for the allocation of Points from time to time to the Limited Partners. The General Partner may allocate Points to a new Limited Partner and/or increase the Points of any existing Limited Partner, in each case, solely in accordance with the terms and conditions set forth herein. (b) Unless otherwise agreed by the General Partner, the allocation of Points to any Limited Partner shall not become effective until: (i) the receipt of the following documents, in form and substance reasonably satisfactory to the General Partner, executed by such Limited Partner: (A) a customary and standard guarantee or guarantees, for the benefit of Fund investors, of the Limited Partner’s Clawback Share of the Partnership’s obligation to make Clawback Payments, and (B) a customary and standard undertaking to reimburse APH for any payment made by it (or by another AGM Affiliate) that is attributable to such Limited Partner’s Clawback Share of any Clawback Payment; and (ii) the effective date of the acceptance by Co-Investors (A) of a capital commitment from such Limited Partner (or his Related Party, as applicable) in an amount equal to the percentage of total Fund commitments specified in the Points allocation notice delivered to such Limited Partner in writing by the General Partner. Upon the occurrence of a material default, after the expiration of the applicable cure period set forth in section 4.2 of the Co-Investors (A) Partnership Agreement, in the obligation to contribute capital to Co-Investors (A) in accordance with the Co-Investors (A) Partnership Agreement by a Limited Partner, the General Partner may reduce or eliminate the Points of any such Limited Partner (including the Vested Points of any Retired Partner). (c) The General Partner shall maintain on the books and records of the Partnership a record of the number of Points allocated to each Partner and shall give notice to each Limited Partner of the number of such Limited Partner’s Points upon admission to the Partnership of such Limited Partner and promptly upon any change in such Limited Partner’s Points pursuant to this Article 7 and such notice shall include the calculations used by the General Partner to determine the amount of any such reduction. (d) The General Partner in good faith may enter into an agreement pursuant to which a Person other than AGM or a subsidiary of AGM would receive a distribution of Operating Profit relating to one or more, but not all, specified Portfolio Investments that would be made prior to any distribution of Operating Profit with respect to the same Portfolio Investment for Limited Partners whose services to AGM or its Affiliates are substantially dedicated to the private equity or infrastructure business (a “Portfolio Investment Distribution”). Distributions to Partners of Operating Profit with respect to such a Portfolio Investment shall generally be commenced at the same time to all Partners holding Portfolio Investment-specific Points that relate to such Portfolio Investment. In furtherance of the foregoing, the General Partner shall be entitled to make such equitable adjustments as it determines in its sole discretion to be appropriate to give effect to the foregoing (including, without limitation, causing the return of all or a portion of distributions previously made to certain or all of the Limited Partners being returned to fund the payment of any such Portfolio Investment Distributions).

Allocation of Points. (a) Except as otherwise provided herein, the General Partner shall be responsible for the allocation of Points from time to time to the Limited Partners. The General Partner may allocate Points to a new Limited Partner and/or increase the Points of any existing Limited Partner, in each case, solely in accordance with the terms and conditions set forth herein. (b) Unless otherwise agreed by the General Partner, the allocation of Points to any Limited Partner shall not become effective until: (i) the receipt of the following documents, in form and substance reasonably satisfactory to the General Partner, executed by such Limited Partner: (A) a customary and standard guarantee or guarantees, for the benefit of Fund investors, of the Limited Partner’s Clawback Share of the Partnership’s obligation to make Clawback Payments, and (B) a customary and standard undertaking to reimburse APH for any payment made by it (or by another AGM Affiliate) that is attributable to such Limited Partner’s Clawback Share of any Clawback Payment; and (ii) the effective date of the acceptance by Co-Investors (A) of a capital commitment from such Limited Partner (or his Related Party, as applicable) in an amount equal to the percentage of total Fund commitments specified in the Points allocation notice delivered to such Limited Partner in writing by the General Partner. Upon the occurrence of a material default, after the expiration of the applicable cure period set forth in section 4.2 of the Co-Investors (A) Partnership Agreement, in the obligation to contribute capital to Co-Investors (A) in accordance with the Co-Investors (A) Partnership Agreement by a Limited Partner, the General Partner may reduce or eliminate the Points of any such Limited Partner (including the Vested Points of any Retired Partner). (c) The General Partner shall maintain on the books and records of the Partnership a record of the number of Points allocated to each Partner and shall give notice to each Limited Partner of the number of such Limited Partner’s Points upon admission to the Partnership of such Limited Partner and promptly upon any change in such Limited Partner’s Points pursuant to this Article 7 and such notice shall include the calculations used by the General Partner to determine the amount of any such reduction. (d) The In the event that the General Partner in good faith may enter enters into an agreement pursuant to which a Person other than AGM or a subsidiary of AGM would receive a distribution of Operating Profit relating to one or more, but not all, specified Portfolio Investments that would be made prior to any distribution of Operating Profit with respect to the same Portfolio Investment for Limited Partners whose services to AGM or its Affiliates are substantially dedicated to the private equity or infrastructure business (a “Portfolio Investment Distribution”). Distributions , then distributions to Partners of Operating Profit with respect to such a Portfolio Investment shall generally must be commenced following the Portfolio Investment Distribution at the same time to all Partners holding Portfolio Investment-specific Points that relate to such Portfolio Investment. In furtherance in respect of the foregoingtheir Points, the General Partner shall be entitled to make such equitable adjustments as it determines in its sole discretion to be appropriate to give effect to the foregoing (includingeach case, without limitation, causing the return of all or a portion of distributions previously made to certain or all of the Limited Partners being returned to fund the payment of any such Portfolio Investment Distributionsin accordance with Section 4.1(b).

Allocation of Points. (a) Except as otherwise provided herein, the General Partner shall be responsible for the allocation of Points from time to time to the Limited Partners. The General Partner may allocate Points to a new Limited Partner and/or increase the Points of any existing Limited Partner, in each case, solely in accordance with the terms and conditions set forth herein. (b) Unless otherwise agreed by the General Partner, the allocation of Points to any Limited Partner shall not become effective until: (i) the receipt of the following documents, in form and substance reasonably satisfactory to the General Partner, executed by such Limited Partner: (A) a customary and standard guarantee or guarantees, for the benefit of Fund investors, of the Limited Partner’s Clawback Share of the Partnership’s obligation to make Clawback Payments, and (B) a customary and standard undertaking to reimburse APH for any payment made by it (or by another AGM Affiliate) that is attributable to such Limited Partner’s Clawback Share of any Clawback Payment; and (ii) the effective date of the acceptance by Co-Investors (A) of a capital commitment from such Limited Partner (or his Related Party, as applicable) in an amount equal to the percentage of total Fund commitments specified in the Points allocation notice Award Letter delivered to such Limited Partner in writing by the General Partner. Upon the occurrence of a material default, after the expiration of the applicable cure period set forth in section 4.2 of the Co-Investors (A) Partnership Agreement, in the obligation to contribute capital to Co-Investors (A) in accordance with the Co-Investors (A) Partnership Agreement by a Limited Partner, the General Partner may reduce or eliminate the Points of any such Limited Partner (including the Vested Points of any Retired Partner). (c) The General Partner shall maintain on the books and records of the Partnership a record of the number of Points allocated to each Partner and shall give notice to each Limited Partner of the number of such Limited Partner’s Account Points upon admission to the Partnership of such Limited Partner and promptly upon any change in such Limited Partner’s Points pursuant to this Article 7 and such notice shall include the calculations used by the General Partner to determine the amount of any such reduction. (d) The In the event that the General Partner in good faith may enter enters into an agreement pursuant to which a Person other than AGM or a subsidiary of AGM would receive a distribution of Operating Profit relating to one or more, but not all, specified Portfolio Investments that would be made prior to any distribution of Operating Profit with respect to the same Portfolio Investment for Limited Partners whose services to AGM or its Affiliates are substantially dedicated to the private equity or infrastructure business (a “Portfolio Investment Distribution”). Distributions , then distributions to Partners of Operating Profit with respect to such a Portfolio Investment shall generally must be commenced following the Portfolio Investment Distribution at the same time to all Partners holding Portfolio Investment-specific Points that relate to such Portfolio Investment. In furtherance in respect of the foregoingtheir Points, the General Partner shall be entitled to make such equitable adjustments as it determines in its sole discretion to be appropriate to give effect to the foregoing (includingeach case, without limitation, causing the return of all or a portion of distributions previously made to certain or all of the Limited Partners being returned to fund the payment of any such Portfolio Investment Distributionsin accordance with Section 4.1(b).

Allocation of Points. (a) Except as otherwise provided herein, the General Partner Points Committee shall be responsible for the allocation of Points from time to time to the Limited Partners. The General Partner Points Committee may allocate Points to a new Limited Partner and/or increase the Points of any existing Limited Partner, in each case, solely in accordance with the terms and conditions set forth herein, including Schedule A hereto. (b) Unless otherwise agreed by the General Partner, the allocation of Points to any Limited Partner shall not become effective until: (i) the receipt of the following documents, in form and substance reasonably satisfactory to the General Partner, executed by such Limited Partner: (A) a customary and standard guarantee or guarantees, for the benefit of Fund investors, of the Limited Partner’s Clawback Share of the Partnership’s obligation to make Clawback Payments, and (B) a customary and standard an undertaking to reimburse APH for any payment made by it (or by another AGM Affiliate) that is attributable to such Limited Partner’s Clawback Share of any Clawback Payment; and (ii) in the case of LoF Points, the effective date of the acceptance by Co-Investors (A) of a capital commitment from such Limited Partner (or his Related Party, as applicable) in an amount equal to the percentage of total Fund commitments specified in the LoF Points allocation notice delivered to such Limited Partner in writing by the General Partner. Upon the occurrence of a material default, after the expiration of the applicable cure period set forth in section 4.2 of the Co-Investors (A) Partnership Agreement, in the obligation to contribute capital to Co-Investors (A) in accordance with the Co-Investors (A) Partnership Agreement by a Limited Partner, the General Partner may reduce or eliminate the Points of any such Limited Partner (including the Vested vested Points of any Retired Partner). (c) The General Partner shall maintain on the books and records of the Partnership a record of the number and classification of Points allocated to each Partner and shall give notice to each Limited Partner of the number and classification of such Limited Partner’s Points upon admission to the Partnership of such Limited Partner and promptly upon any change in such Limited Partner’s Points pursuant to this Article 7 and such notice shall include the calculations used by the General Partner to determine the amount of any such reductionchange. (d) The In the event that the General Partner in good faith may enter enters into an agreement pursuant to which a Person other than AGM or a subsidiary of AGM would receive a distribution of Operating Profit relating to one or more, but not all, specified Portfolio Investments that would be made prior to any distribution of Operating Profit with respect to the same Portfolio Investment for Limited Partners whose services to AGM or its Affiliates are substantially dedicated to the private equity or infrastructure business (a “Portfolio Investment Distribution”). Distributions , then distributions to Partners of Operating Profit with respect to such a Portfolio Investment shall generally must be commenced following the Portfolio Investment Distribution at the same time to all Partners holding Portfolio Investment-specific Points that relate to such Portfolio Investment. In furtherance in respect of the foregoingtheir Points, the General Partner shall be entitled to make such equitable adjustments as it determines in its sole discretion to be appropriate to give effect to the foregoing (includingeach case, without limitation, causing the return of all or a portion of distributions previously made to certain or all of the Limited Partners being returned to fund the payment of any such Portfolio Investment Distributionsin accordance with Section 4.1(b).

Allocation of Points. (a) Except as otherwise provided herein, the General Partner shall be responsible for the allocation of Points from time to time to the Limited Partners. The General Partner may allocate Points to a new Limited Partner and/or increase the Points of any existing Limited Partner, in each case, solely in accordance with the terms and conditions set forth herein. Notwithstanding anything to the contrary herein, there shall be a maximum of 2,000 Points available for allocation. (b) Unless otherwise agreed by the General Partner, the allocation of Points to any Limited Partner shall not become effective until: (i) the receipt of the following documents, in form and substance reasonably satisfactory to the General Partner, executed by such Limited Partner: (A) a customary and standard guarantee or guarantees, for the benefit of Fund investors, of the Limited Partner’s Clawback Share of the Partnership’s obligation to make Clawback PaymentsShare, and (B) a customary and standard undertaking to reimburse APH for any payment made by it (or by another AGM Affiliate) that is attributable to such Limited Partner’s Clawback Share of any Clawback PaymentShare; and (ii) if required pursuant to a Limited Partner’s Award Letter or Points allocation notice, the effective date of the acceptance by Co-Investors (A) of a capital commitment from such Limited Partner (or his Related Party, as applicable) in an amount equal to the percentage of total Fund commitments specified described in the such Award Letter or Points allocation notice delivered to such Limited Partner in writing by the General Partner. Upon the occurrence of a material default, after the expiration of the applicable cure period set forth in section 4.2 of the Co-Investors (A) Partnership Agreement, in the obligation to contribute capital to Co-Investors (A) in accordance with the Co-Investors (A) Partnership Agreement by a Limited Partner, the General Partner may reduce or eliminate the Points of any such Limited Partner (including the Vested Points of any Retired Partner). (c) The General Partner shall maintain on the books and records of the Partnership a record of the number of Points allocated to each Partner and shall give notice to each Limited Partner of the number of such Limited Partner’s Points upon admission to the Partnership of such Limited Partner and promptly upon any change in such Limited Partner’s Points pursuant to this Article 7 and such notice shall include the calculations used by the General Partner to determine the amount of any such reductionchange. To the fullest extent permitted by law and notwithstanding any other provision of this Agreement or applicable provisions of law or equity or otherwise, including the Act, pursuant to Section 17-305(f) of the Act, the Limited Partners shall only have rights to obtain books and records of the Partnership (i) relating to their interest in the Partnership, and (ii) as expressly provided for in Section 9.11. The Limited Partners (and any of their assignees) expressly acknowledge and agree that they do not have any other rights to obtain information relating to the Partnership or access the books and records of the Partnership under Section 17-305 of the Act, including, without limitation, that they do not have any right to receive a list of the other Partners of the Partnership or any information relating to such other Partners. (d) The General Partner may award Designated Points as described in good faith the Award Letters, and may enter into an agreement pursuant to which a Person other than AGM or a subsidiary of AGM would receive a distribution create reserves out of Operating Profit relating to one or more, Profits for purposes of funding distributions in respect of Designated Points that are anticipated but not all, specified Portfolio Investments that would be made prior to any distribution of Operating Profit with respect to the same Portfolio Investment for yet crystallized. Limited Partners whose services may be required to AGM or its Affiliates are substantially dedicated to the private equity or infrastructure business (a “Portfolio Investment Distribution”). Distributions to Partners of Operating Profit with respect to such a Portfolio Investment shall generally be commenced at the same time to all Partners holding Portfolio Investment-specific Points that relate to such Portfolio Investment. In furtherance of the foregoing, the General Partner shall be entitled to make such equitable adjustments as it determines in its sole discretion to be appropriate to give effect to the foregoing (including, without limitation, causing the return of all or a portion of distributions any distribution they previously made to certain or all of the Limited Partners being returned received to fund the payment distributions in respect of any such Portfolio Investment Distributions)Designated Points.

Allocation of Points. (a) Except as otherwise provided herein, the General Partner shall be responsible for the allocation of Points from time to time to the Limited Partners. The General Partner may allocate Points to a new Limited Partner and/or increase the Points of any existing Limited Partner, in each case, solely in accordance with the terms and conditions set forth herein. (b) Unless otherwise agreed by the General Partner, the allocation of Points to any Limited Partner shall not become effective until: (i) until the receipt of the following documents, in form and substance reasonably satisfactory to the General Partner, executed by such Limited Partner: (Ai) a customary and standard guarantee or guarantees, for the benefit of Fund investors, of the Limited Partner’s Clawback Share of the Partnership’s obligation to make Clawback Payments, and (Bii) a customary and standard an undertaking to reimburse APH for any payment made by it (or by another AGM Affiliate) that is attributable to such Limited Partner’s Clawback Share of any Clawback Payment; and (ii) the effective date of the acceptance by Co-Investors (A) of a capital commitment from such Limited Partner (or his Related Party, as applicable) in an amount equal to the percentage of total Fund commitments specified in the Points allocation notice delivered to such Limited Partner in writing by the General Partner. Upon the occurrence of a material default, after the expiration of the applicable cure period set forth in section 4.2 of the Co-Investors (A) Partnership Agreement, in the obligation to contribute capital to Co-Investors (A) in accordance with the Co-Investors (A) Partnership Agreement by a Limited Partner, the General Partner may reduce or eliminate the Points of any such Limited Partner (including the Vested Points of any Retired Partner). (c) The General Partner shall maintain on the books and records of the Partnership a record of the number of Points allocated to each Partner and shall give notice to each Limited Partner of the number of such Limited Partner’s Points upon admission to the Partnership of such Limited Partner and promptly upon any change in such Limited Partner’s Points pursuant to this Article 7 and such notice shall include the calculations used by the General Partner to determine the amount of any such reduction. (d) The In the event that the General Partner in good faith may enter enters into an agreement pursuant to which a Person other than AGM or a subsidiary of AGM would receive a distribution of Operating Profit relating to one or more, but not all, specified Portfolio Investments that would be made prior to any distribution of Operating Profit with respect to the same Portfolio Investment for Limited Partners whose services to AGM or its Affiliates are substantially dedicated to the private equity or infrastructure business (a “Portfolio Investment Distribution”). Distributions , then distributions to Partners of Operating Profit with respect to such a Portfolio Investment shall generally must be commenced following the Portfolio Investment Distribution at the same time to all Partners holding Portfolio Investment-specific Points that relate to such Portfolio Investment. In furtherance in respect of the foregoingtheir Points, the General Partner shall be entitled to make such equitable adjustments as it determines in its sole discretion to be appropriate to give effect to the foregoing (includingeach case, without limitation, causing the return of all or a portion of distributions previously made to certain or all of the Limited Partners being returned to fund the payment of any such Portfolio Investment Distributionsin accordance with Section 4.1(b).

Allocation of Points. (a) a. Except as otherwise provided herein, the General Partner shall be responsible for the allocation of Points from time to time to the Limited Partners. The General Partner may allocate Points to a new Limited Partner and/or increase the Points of any existing Limited Partner, in each case, solely in accordance with the terms and conditions set forth herein. (b) b. Unless otherwise agreed by the General Partner, the allocation of Points to any Limited Partner shall not become effective until: (i) i. the receipt of the following documents, in form and substance reasonably satisfactory to the General Partner, executed by such Limited Partner: (A) a customary and standard guarantee or guarantees, for the benefit of Fund investors, of the Limited Partner’s Clawback Share of the Partnership’s obligation to make Clawback Payments, and (B) a customary and standard undertaking to reimburse APH for any payment made by it (or by another AGM Affiliate) that is attributable to such Limited Partner’s Clawback Share of any Clawback Payment; and (ii) . the effective date of the acceptance by Co-Investors (A) of a capital commitment from such Limited Partner (or his Related Party, as applicable) in an amount described in the Award Letter or in an amount equal to the percentage of total Fund commitments specified in the Points allocation notice delivered to such Limited Partner in writing by the General Partner. Upon the occurrence of a material default, after the expiration of the applicable cure period set forth in section 4.2 of the Co-Investors (A) Partnership Agreement, in the obligation to contribute capital to Co-Investors (A) in accordance with the Co-Investors (A) Partnership Agreement by a Limited Partner, the General Partner may reduce or eliminate the Points of any such Limited Partner (including the Vested Points of any Retired Partner). (c) c. The General Partner shall maintain on the books and records of the Partnership a record of the number of Points allocated to each Partner and shall give notice to each Limited Partner of the number of such Limited Partner’s Points upon admission to the Partnership of such Limited Partner and promptly upon any change in such Limited Partner’s Points pursuant to this Article 7 and such notice shall include the calculations used by the General Partner to determine the amount of any such reduction. The Limited Partners shall not otherwise have the right to inspect the record of the number of Points allocated to each Partner, except upon prior consent of the General Partner. (d) d. The General Partner in good faith may enter into an agreement pursuant to which a any Person other than AGM or a subsidiary of AGM would be entitled to receive a distribution one or more distributions of or attributable to Operating Profit relating in an amount calculated by reference to the investment performance of one or more, but not all, specified Portfolio Investments that would be made prior to any distribution of Operating Profit with respect to the same Portfolio Investment for Limited Partners whose services to AGM or its Affiliates are substantially dedicated to the private equity or infrastructure business (each such distribution, a “Portfolio Designated Investment Distribution”). Distributions to Partners of Operating Profit with respect to such a Portfolio Investment shall generally be commenced at the same time to all Partners holding Portfolio Investment-specific Points that relate to such Portfolio Investment. In furtherance of the foregoing, the General Partner shall be entitled to make such equitable adjustments as it determines in its sole discretion to be appropriate to give effect to the foregoing (foregoing, including, without limitation, causing (i) reducing the amount of Operating Profit that would otherwise be distributable with respect to Points pursuant to Section 4.1(b) by the amount of any Designated Investment Distribution determined by the General Partner to be sourced or distributable from such Operating Profit, (ii) creating reserves out of Operating Profits for purposes of funding Designated Investment Distributions that are anticipated but not yet crystallized, and (iii) requiring any Limited Partner to return of all or a portion of distributions any distribution previously made to certain or all of the Limited Partners being returned to fund the payment of any such Portfolio Designated Investment Distributions)Distribution.

Allocation of Points. (a) Except as otherwise provided herein, the General Partner shall be responsible for the allocation of Points from time to time to the Limited Partners. The General Partner may allocate Points to a new Limited Partner and/or increase the Points of any existing Limited Partner, in each case, solely in accordance with the terms and conditions set forth herein. (b) Unless otherwise agreed by the General Partner, the allocation of Points to any Limited Partner shall not become effective until: (i) the receipt of the following documents, in form and substance reasonably satisfactory to the General Partner, executed by such Limited Partner: (A) a customary and standard guarantee or guarantees, for the benefit of Fund investors, of the Limited Partner’s Clawback Share of the Partnership’s obligation to make Clawback Payments, and (B) a customary and standard undertaking to reimburse APH for any payment made by it (or by another AGM Affiliate) that is attributable to such Limited Partner’s Clawback Share of any Clawback Payment; and (ii) the effective date of the acceptance by Co-Investors (A) of a capital commitment from such Limited Partner (or his Related Party, as applicable) in an amount described in the Award Letter or in an amount equal to the percentage of total Fund commitments specified in the Points allocation notice delivered to such Limited Partner in writing by the General Partner. Upon the occurrence of a material default, after the expiration of the applicable cure period set forth in section 4.2 of the Co-Investors (A) Partnership Agreement, in the obligation to contribute capital to Co-Investors (A) in accordance with the Co-Investors (A) Partnership Agreement by a Limited Partner, the General Partner may reduce or eliminate the Points of any such Limited Partner (including the Vested Points of any Retired Partner). (c) The General Partner shall maintain on the books and records of the Partnership a record of the number of Points allocated to each Partner and shall give notice to each Limited Partner of the number of such Limited Partner’s Points upon admission to the Partnership of such Limited Partner and promptly upon any change in such Limited Partner’s Points pursuant to this Article 7 and such notice shall include the calculations used by the General Partner to determine the amount of any such reduction. (d) . The General Partner in good faith may enter into an agreement pursuant to which a Person other than AGM or a subsidiary of AGM would receive a distribution of Operating Profit relating to one or more, but not all, specified Portfolio Investments that would be made prior to any distribution of Operating Profit with respect to the same Portfolio Investment for Limited Partners whose services shall not otherwise have the right to AGM or its Affiliates are substantially dedicated to inspect the private equity or infrastructure business (a “Portfolio Investment Distribution”). Distributions to Partners of Operating Profit with respect to such a Portfolio Investment shall generally be commenced at the same time to all Partners holding Portfolio Investment-specific Points that relate to such Portfolio Investment. In furtherance record of the foregoingnumber of Points allocated to each Partner, except upon prior consent of the General Partner shall be entitled to make such equitable adjustments as it determines in its sole discretion to be appropriate to give effect to the foregoing (including, without limitation, causing the return of all or a portion of distributions previously made to certain or all of the Limited Partners being returned to fund the payment of any such Portfolio Investment Distributions)Partner.

Allocation of Points. (a) Except as otherwise provided herein, the General Partner shall be responsible for the allocation of Points from time to time to the Limited Partners. The General Partner may allocate Points to a new Limited Partner and/or increase the Points of any existing Limited Partner at any time; provided that (i) if the General Partner or its designee determines that a Limited Partner has engaged in Bad Acts or violated any of his restrictive covenants in favor of AGM or any of its Affiliates, such Limited Partner’s Points shall be forfeited as of the date of such engagement or violation determined by the General Partner, and (ii) the allocation or reallocation of Points will be on such terms as are consistent with the treatment of the Points as profits interests for U.S. federal income tax purposes. For the avoidance of doubt, notwithstanding anything to the contrary contained herein, the Points constitute a “single” pool and entitle the holders hereof to share in each caseall of the Operating Profit and Operating Loss of the Partnership, solely in accordance with howsoever derived, on the terms and conditions set forth herein. As of the date hereof, sixty thousand (60,000) Points are reserved for allocation and such number of aggregate Points so reserved shall not be increased or reduced unless otherwise determined by the General Partner. (b) Unless otherwise agreed by the General Partner, as a condition to the allocation continued holding by a Limited Partner of Points to any Points, concurrently with the Partnership’s becoming a partner or member of any Fund General Partner after the date hereof, each such Limited Partner shall not become effective until: execute and deliver to the General Partner (ior, to the extent provided in an Award Letter or Other Agreement, by filing an election under section 83(b) of the receipt Code, consent to a power of attorney authorizing the General Partner to execute on the Limited Partner’s behalf) the following documents, in form and substance reasonably satisfactory to the General Partner, executed by such Limited Partner: (A) a customary and standard guarantee or guarantees, for the benefit of Fund such Fund’s investors, of the such Limited Partner’s Clawback Share of the Partnership’s obligation to make Clawback Payments, and and/or (B) a customary and standard undertaking to reimburse APH any Affiliate of AGM for any payment made by it (or by another AGM Affiliate) that is attributable to such Limited Partner’s Clawback Share of any Clawback Payment; and. (iic) Any change to a Limited Partner’s Points pursuant to this Agreement or such Limited Partner’s Award Letter shall apply on a prospective basis only, from and after the effective date of the acceptance by Co-Investors (A) of a capital commitment from such Limited Partner (or his Related Party, as applicable) in an amount equal to the percentage of total Fund commitments specified in the Points allocation notice delivered to such Limited Partner in writing by the General Partner. Upon the occurrence of a material default, after the expiration of the applicable cure period set forth in section 4.2 of the Co-Investors (A) Partnership Agreement, in the obligation to contribute capital to Co-Investors (A) in accordance with the Co-Investors (A) Partnership Agreement by a Limited Partner, the General Partner may reduce or eliminate the Points of any such Limited Partner (including the Vested Points of any Retired Partner)change. (cd) The General Partner shall maintain on the books and records of the Partnership a record of the number of Points allocated to each Partner and shall give notice to each Limited Partner of the number of such Limited Partner’s Points upon admission to the Partnership of such Limited Partner and promptly upon any change in such Limited Partner’s Points pursuant to this Article 7 and such notice shall include the calculations used by the General Partner to determine the amount of any such reduction. (de) The General Partner in good faith may enter into an agreement pursuant to which a Person other than AGM Any Points that are forfeited under this Agreement or a subsidiary of AGM would receive a distribution of Operating Profit relating to one or more, but not all, specified Portfolio Investments that would Limited Partner’s Award Letter may be made prior to any distribution of Operating Profit with respect to the same Portfolio Investment for Limited Partners whose services to AGM or its Affiliates are substantially dedicated to the private equity or infrastructure business (a “Portfolio Investment Distribution”). Distributions to Partners of Operating Profit with respect to such a Portfolio Investment shall generally be commenced at the same time to all Partners holding Portfolio Investment-specific Points that relate to such Portfolio Investment. In furtherance of the foregoing, reallocated by the General Partner shall be entitled to make such equitable adjustments as it determines Partner, in its sole discretion discretion, to APH or any other Person or Persons. Unless otherwise provided by the General Partner, forfeited Points shall be appropriate deemed reallocated to give effect to the foregoing (including, without limitation, causing the return of all or a portion of distributions previously made to certain or all of the Limited Partners being returned to fund the payment of any such Portfolio Investment Distributions)APH.

Allocation of Points. (a) Except as otherwise provided herein, the General Partner shall be responsible for the allocation of Points from time to time to the Limited Partners. The General Partner may allocate Points to a new Limited Partner and/or increase the Points of any existing Limited Partner at any time; provided that (i) if the General Partner or its designee determines that a Limited Partner has engaged in Bad Acts or violated any of his restrictive covenants in favor of AGM or any of its Affiliates, such Limited Partner’s Points shall be forfeited as of the date of such engagement or violation determined by the General Partner, and (ii) the allocation or reallocation of Points will be on such terms as are consistent with the treatment of the Points as profits interests for U.S. federal income tax purposes. For the avoidance of doubt, notwithstanding anything to the contrary contained herein, the Points issued in each caserespect of a particular Class or tranche of Interests shall constitute a “single” pool and entitle the holders hereof to share in all of the Operating Profit and Operating Loss of the Partnership attributable to such Class or tranche of Interests, solely in accordance with howsoever derived, on the terms and conditions set forth herein. As of the date hereof, two thousand (2,000) Points are reserved for allocation and such number of aggregate Points so reserved shall not be increased or reduced unless otherwise determined by the General Partner. (b) Unless otherwise agreed by the General Partner, as a condition to the allocation continued holding by a Limited Partner of Points to any Points, concurrently with the Partnership’s becoming a partner or member of any Fund General Partner after the date hereof, each such Limited Partner shall not become effective until: execute and deliver to the General Partner (ior, to the extent provided in an Award Letter or Other Agreement, by filing an election under section 83(b) of the receipt Code, consent to a power of attorney authorizing the General Partner to execute on the Limited Partner’s behalf) the following documents, in form and substance reasonably satisfactory to the General Partner, executed by such Limited Partner: (A) a customary and standard guarantee or guarantees, for the benefit of Fund such Fund’s investors, of the such Limited Partner’s Clawback Share of the Partnership’s obligation to make Clawback Payments, and and/or (B) a customary and standard an undertaking to reimburse APH any Affiliate of AGM for any payment made by it (or by another AGM Affiliate) that is attributable to such Limited Partner’s Clawback Share of any Clawback Payment; and (ii) the effective date it being understood that any of the acceptance documents contemplated by Co-Investors the foregoing clauses (A) of a capital commitment from and (B) may authorize the General Partner or its Affiliate to set-off any such Limited Partner (or his Related Party, as applicable) in an amount equal to the percentage of total Fund commitments specified in the Points allocation notice delivered Clawback Payment against distributions otherwise payable to such Limited Partner in writing by the General Partner. Upon the occurrence respect of a material default, after the expiration of the applicable cure period set forth in section 4.2 of the Co-Investors (A) Partnership Agreement, its Interests in the obligation Partnership or any other Fund with respect to contribute capital to Co-Investors (A) in accordance with the Co-Investors (A) Partnership Agreement by a Limited Partner, the General Partner may reduce or eliminate the Points of any which such Limited Partner (including has a direct or indirect interest in the Vested Points of any Retired Partner)Carried Interest Revenues with respect to such Fund. (c) Any change to a Limited Partner’s Points pursuant to this Agreement or such Limited Partner’s Award Letter shall apply on a prospective basis only, from and after the effective date of such change. (d) The General Partner shall maintain on the books and records of the Partnership a record of the number of Points allocated to each Partner and shall give notice to each Limited Partner of the number of such Limited Partner’s Points upon admission to the Partnership of such Limited Partner and promptly upon any change in such Limited Partner’s Points pursuant to this Article 7 and such notice shall include the calculations used by the General Partner to determine the amount of any such reduction. (de) The General Partner in good faith may enter into an agreement pursuant to which a Person other than AGM Any Points that are forfeited under this Agreement or a subsidiary of AGM would receive a distribution of Operating Profit relating to one or more, but not all, specified Portfolio Investments that would Limited Partner’s Award Letter may be made prior to any distribution of Operating Profit with respect to the same Portfolio Investment for Limited Partners whose services to AGM or its Affiliates are substantially dedicated to the private equity or infrastructure business (a “Portfolio Investment Distribution”). Distributions to Partners of Operating Profit with respect to such a Portfolio Investment shall generally be commenced at the same time to all Partners holding Portfolio Investment-specific Points that relate to such Portfolio Investment. In furtherance of the foregoing, reallocated by the General Partner shall be entitled to make such equitable adjustments as it determines Partner, in its sole discretion and absolute discretion, to APH or any other Person or Persons. Unless otherwise provided by the General Partner, forfeited Points shall be appropriate deemed reallocated to give effect to the foregoing (including, without limitation, causing the return of all or a portion of distributions previously made to certain or all of the Limited Partners being returned to fund the payment of any such Portfolio Investment Distributions)APH.

Allocation of Points. (a) Except as otherwise provided herein, the General Partner shall be responsible for the allocation of Points from time to time to the Limited Partners. The General Partner may allocate Points to a new Limited Partner and/or increase the Points of any existing Limited Partner at any time; provided that (i) if the General Partner or its designee determines that a Limited Partner has engaged in Bad Acts or violated any of his restrictive covenants in favor of AGM or any of its Affiliates, such Limited Partner’s Points shall be forfeited as of the date of such engagement or violation determined by the General Partner, and (ii) the allocation or reallocation of Points will be on such terms as are consistent with the treatment of the Points as profits interests for U.S. federal income tax purposes. For the avoidance of doubt, notwithstanding anything to the contrary contained herein, the Points issued in each caserespect of a particular Class or tranche of Interests shall constitute a “single” pool and entitle the holders hereof to share in all of the Operating Profit and Operating Loss of the Partnership attributable to such Class or tranche of Interests, solely in accordance with howsoever derived, on the terms and conditions set forth herein. As of the date hereof, sixty thousand (60,000) Points are reserved for allocation and such number of aggregate Points so reserved shall not be increased or reduced unless otherwise determined by the General Partner. (b) Unless otherwise agreed by the General Partner, as a condition to the allocation continued holding by a Limited Partner of Points to any Points, concurrently with the Partnership’s becoming a partner or member of any Fund General Partner after the date hereof, each such Limited Partner shall not become effective until: execute and deliver to the General Partner (ior, to the extent provided in an Award Letter or Other Agreement, by filing an election under section 83(b) of the receipt Code, consent to a power of attorney authorizing the General Partner to execute on the Limited Partner’s behalf) the following documents, in form and substance reasonably satisfactory to the General Partner, executed by such Limited Partner: (A) a customary and standard guarantee or guarantees, for the benefit of Fund such Fund’s investors, of the such Limited Partner’s Clawback Share of the Partnership’s obligation to make Clawback Payments, and and/or (B) a customary and standard an undertaking to reimburse APH any Affiliate of AGM for any payment made by it (or by another AGM Affiliate) that is attributable to such Limited Partner’s Clawback Share of any Clawback Payment; and (ii) the effective date it being understood that any of the acceptance documents contemplated by Co-Investors the foregoing clauses (A) of a capital commitment from and (B) may authorize the General Partner or its Affiliate to set-off any such Limited Partner (or his Related Party, as applicable) in an amount equal to the percentage of total Fund commitments specified in the Points allocation notice delivered Clawback Payment against distributions otherwise payable to such Limited Partner in writing by the General Partner. Upon the occurrence respect of a material default, after the expiration of the applicable cure period set forth in section 4.2 of the Co-Investors (A) Partnership Agreement, its Interests in the obligation Partnership or any other Fund with respect to contribute capital to Co-Investors (A) in accordance with the Co-Investors (A) Partnership Agreement by a Limited Partner, the General Partner may reduce or eliminate the Points of any which such Limited Partner (including has a direct or indirect interest in the Vested Points of any Retired Partner)Carried Interest Revenues with respect to such Fund. (c) Any change to a Limited Partner’s Points pursuant to this Agreement or such Limited Partner’s Award Letter shall apply on a prospective basis only, from and after the effective date of such change. (d) The General Partner shall maintain on the books and records of the Partnership a record of the number of Points allocated to each Partner and shall give notice to each Limited Partner of the number of such Limited Partner’s Points upon admission to the Partnership of such Limited Partner and promptly upon any change in such Limited Partner’s Points pursuant to this Article 7 and such notice shall include the calculations used by the General Partner to determine the amount of any such reduction. (de) The General Partner in good faith may enter into an agreement pursuant to which a Person other than AGM Any Points that are forfeited under this Agreement or a subsidiary of AGM would receive a distribution of Operating Profit relating to one or more, but not all, specified Portfolio Investments that would Limited Partner’s Award Letter may be made prior to any distribution of Operating Profit with respect to the same Portfolio Investment for Limited Partners whose services to AGM or its Affiliates are substantially dedicated to the private equity or infrastructure business (a “Portfolio Investment Distribution”). Distributions to Partners of Operating Profit with respect to such a Portfolio Investment shall generally be commenced at the same time to all Partners holding Portfolio Investment-specific Points that relate to such Portfolio Investment. In furtherance of the foregoing, reallocated by the General Partner shall be entitled to make such equitable adjustments as it determines Partner, in its sole discretion and absolute discretion, to APH or any other Person or Persons. Unless otherwise provided by the General Partner, forfeited Points shall be appropriate deemed reallocated to give effect to the foregoing (including, without limitation, causing the return of all or a portion of distributions previously made to certain or all of the Limited Partners being returned to fund the payment of any such Portfolio Investment Distributions)APH.

Allocation of Points. (a) Except as otherwise provided herein, the General Partner shall be responsible for the allocation of Points from time to time to the Limited Partners. The General Partner may allocate Points to a new Limited Partner and/or increase the Points of any existing Limited Partner, in each case, solely in accordance with the terms and conditions set forth herein. (b) Unless otherwise agreed by the General Partner, the allocation of Points to any Limited Partner shall not become effective until: (i) the receipt of the following documents, in form and substance reasonably satisfactory to the General Partner, executed by such Limited Partner: (A) a customary and standard guarantee or guarantees, for the benefit of Fund investors, of the Limited Partner’s Clawback Share of the Partnership’s obligation to make Clawback Payments, and (B) a customary and standard undertaking to reimburse APH for any payment made by it (or by another AGM Affiliate) that is attributable to such Limited Partner’s Clawback Share of any Clawback Payment; and (ii) the effective date of the acceptance by Co-Investors (A) of a capital commitment from such Limited Partner (or his Related Party, as applicable) in an amount equal to the percentage of total Fund commitments specified in the Points allocation notice delivered to such Limited Partner in writing by the General Partner. Upon the occurrence of a material default, after the expiration of the applicable cure period set forth in section 4.2 of the Co-Investors (A) Partnership Agreement, in the obligation to contribute capital to Co-Investors (A) in accordance with the Co-Investors (A) Partnership Agreement by a Limited Partner, the General Partner may reduce or eliminate the Points of any such Limited Partner (including the Vested Points of any Retired Partner). (c) The General Partner shall maintain on the books and records of the Partnership a record of the number of Points allocated to each Partner and shall give notice to each Limited Partner of the number of such Limited Partner’s Points upon admission to the Partnership of such Limited Partner and promptly upon any change in such Limited Partner’s Points pursuant to this Article 7 and such notice shall include the calculations used by the General Partner to determine the amount of any such reduction. (d) The General Partner in good faith may enter into an agreement pursuant to which a any Person other than AGM or a subsidiary of AGM would be entitled to receive a distribution one or more distributions of or attributable to Operating Profit relating in an amount calculated by reference to the investment performance of one or more, but not all, specified Portfolio Investments that would be made prior to any distribution of Operating Profit with respect to the same Portfolio Investment for Limited Partners whose services to AGM or its Affiliates are substantially dedicated to the private equity or infrastructure business (each such distribution, a “Portfolio Designated Investment Distribution”). Distributions to Partners of Operating Profit with respect to such a Portfolio Investment shall generally be commenced at the same time to all Partners holding Portfolio Investment-specific Points that relate to such Portfolio Investment. In furtherance of the foregoing, the General Partner shall be entitled to make such equitable adjustments as it determines in its sole discretion to be appropriate to give effect to the foregoing (foregoing, including, without limitation, causing (i) reducing the amount of Operating Profit that would otherwise be distributable with respect to Points pursuant to Section 4.1(b) by the amount of any Designated Investment Distribution determined by the General Partner to be sourced or distributable from such Operating Profit and (ii) requiring any Limited Partner to return of all or a portion of distributions any distribution previously made to certain or all of the Limited Partners being returned to fund the payment of any such Portfolio Designated Investment Distributions)Distribution.

Allocation of Points. (a) Except as otherwise provided herein, the General Partner shall be responsible for the allocation of Points from time to time to the Limited Partners. The General Partner may allocate Points to a new Limited Partner and/or increase the Points of any existing Limited Partner, in each case, solely in accordance with the terms and conditions set forth herein. (b) Unless otherwise agreed by the General Partner, the allocation of Points to any Limited Partner shall not become effective until: (i) the receipt of the following documents, in form and substance reasonably satisfactory to the General Partner, executed by such Limited Partner: (A) a customary and standard guarantee or guarantees, for the benefit of Fund investors, of the Limited Partner’s Clawback Share of the Partnership’s obligation to make Clawback Payments, and (B) a customary and standard undertaking to reimburse APH for any payment made by it (or by another AGM Affiliate) that is attributable to such Limited Partner’s Clawback Share of any Clawback Payment; and (ii) the effective date of the acceptance by Co-Investors (A) of a capital commitment from such Limited Partner (or his Related Party, as applicable) in an amount equal to the percentage of total Fund commitments specified in the Points allocation notice delivered to such Limited Partner in writing by the General Partner. Upon the occurrence of a material default, after the expiration of the applicable cure period set forth in section 4.2 of the Co-Investors (A) Partnership Agreement, in the obligation to contribute capital to Co-Investors (A) in accordance with the Co-Investors (A) Partnership Agreement by a Limited Partner, the General Partner may reduce or eliminate the Points of any such Limited Partner (including the Vested Points of any Retired Partner). (c) The General Partner shall maintain on the books and records of the Partnership a record of the number of Points allocated to each Partner and shall give notice to each Limited Partner of the number of such Limited Partner’s Points upon admission to the Partnership of such Limited Partner and promptly upon any change in such Limited Partner’s Points pursuant to this Article 7 and such notice shall include the calculations used by the General Partner to determine the amount of any such reduction. (d) The In the event that the General Partner in good faith may enter enters into an agreement pursuant to which a Person other than AGM or a subsidiary of AGM would receive a distribution of Operating Profit relating to one or more, but not all, specified Portfolio Investments that would be made prior to any distribution of Operating Profit with respect to the same Portfolio Investment for Limited Partners whose services to AGM Team Members or its Affiliates are substantially dedicated to the private equity or infrastructure business their Related Parties (a “Portfolio Investment Distribution”). Distributions , then distributions to Partners of Operating Profit with respect to such a Portfolio Investment shall generally must be commenced following the Portfolio Investment Distribution at the same time to all Partners holding Portfolio Investment-specific Points that relate to such Portfolio Investment. In furtherance in respect of the foregoingtheir Points, the General Partner shall be entitled to make such equitable adjustments as it determines in its sole discretion to be appropriate to give effect to the foregoing (includingeach case, without limitation, causing the return of all or a portion of distributions previously made to certain or all of the Limited Partners being returned to fund the payment of any such Portfolio Investment Distributionsin accordance with Section 4.1(b).

Allocation of Points. (a) Except as otherwise provided herein, the General Partner shall be responsible for the allocation of Points from time to time to the Limited Partners. The General Partner may allocate Points to a new Limited Partner and/or increase or reduce the Points of any existing Limited PartnerPartner at any time; provided that, in each case, solely in accordance with the terms and conditions except as expressly set forth in Sections 7.1(b)(ii), 7.1(d) and 7.3, the General Partner may not reduce (i) a Limited Partner’s Points more than once in a 12-month period or (ii) a Retired Partner’s Vested Points. Notwithstanding anything to the contrary herein, there shall be a maximum of 2,000 Points available for issuance. (b) Unless otherwise agreed by the General Partner, the initial allocation of Points to any Limited Partner shall not become effective until: (i) the receipt of the following documents, in form and substance reasonably satisfactory to the General Partner, executed by such Limited Partner: (A) Partner a customary and standard guarantee or guarantees, for the benefit of Fund investors, of the Limited Partner’s Clawback Share of the Partnership’s obligation to make Clawback Payments, and (B) a customary and standard undertaking to reimburse APH for any payment made by it (or by another AGM Affiliate) that is attributable to such Limited Partner’s Clawback Share of any Clawback Payment; and (ii) the effective date of the acceptance by Co-Investors (A) of a capital commitment from such Limited Partner (or his Related Party, as applicable) in an amount equal to the percentage of total Fund commitments specified in the Points allocation notice delivered to such Limited Partner in writing by the General Partner’s Award Letter. Upon the occurrence of a material default, after the expiration of the applicable cure period set forth in section 4.2 of the Co-Investors (A) Partnership Agreement, in the obligation to contribute capital to Co-Investors (A) in accordance with the Co-Investors (A) Partnership Agreement by a Limited Partner, the General Partner may reduce or eliminate the Points of any such Limited Partner (including the Vested Points of any Retired Partner); and (iii) if the Limited Partner is not the individual to whom any covenants contained in such Limited Partner’s Award Letter apply, the receipt of an undertaking, in form and substance satisfactory to the General Partner, executed by the individual to comply with the covenants contained in such Award Letter. (c) The General Partner number of Points allocated to a Team Member shall maintain on the books not be reduced except as expressly set forth in Sections 7.1(a), 7.1(b)(ii), 7.1(d) and records of the Partnership a record of 7.3. (d) In addition to Section 7.1(a), the number of Points allocated to each a Team Member may be reduced as a consequence of an allocation of Points to another Partner and if all of the following conditions are satisfied: (i) The allocation of Points is to be made to a Person who is (or will become at the time of the Point allocation) a Team Member. (ii) Team Members will hold a number of Points that is greater than the Reserved Team Points. (iii) After giving effect to any reduction in a Team Member’s Points, such Team Member will have at least [ ] Points (or, in the case of a Retired Partner, the product of [ ] multiplied by such Retired Partner’s Vesting Percentage at the time of Retirement). (iv) The “Commitment Period” (as defined in the Fund LP Agreement) has not expired. (v) The reduction in a Team Member’s Points shall give notice be equal to each Limited Partner a x b, where: a = the excess of the number of Points described in clause (i), above, over the number, determined before such Limited Partner’s allocation, of Reserved Team Points upon admission to the Partnership of such Limited Partner and promptly upon any change in such Limited Partner’s Points pursuant to this Article 7 and such notice shall include the calculations used that are not held by the General Partner to determine the amount of any such reduction. Team Members (d) The General Partner in good faith may enter into an agreement pursuant to which a Person other than AGM or a subsidiary of AGM would receive a distribution of Operating Profit relating to one or more, but not all, specified Portfolio Investments that would be made prior to any distribution of Operating Profit with respect to the same Portfolio Investment for Limited Partners whose services to AGM or its Affiliates are substantially dedicated to the private equity or infrastructure business (a “Portfolio Investment DistributionApplicable Points”). Distributions b = a percentage equal to Partners the aggregate number of Operating Profit with respect Points that were held immediately prior to such a Portfolio Investment shall generally reduction by the Team Member whose Points are to be commenced at reduced divided by the same time to all Partners holding Portfolio Investment-specific sum of (a) the aggregate number of Points that relate were held immediately prior to such Portfolio Investmentreduction by all Team Members whose Points are to be reduced and (b) the aggregate number of Points that were held by APH immediately prior to such reduction and (c) the aggregate number of Points that were held by each other Limited Partner who had more than [ ] Points at such time. In furtherance If, as a result of the foregoingreduction described in clause (v) above, the General Partner a Team Member’s Points would be reduced to below [ ], such Team Member’s Points shall be entitled reduced to make [ ] and the balance of the Points that would otherwise have reduced such equitable adjustments Team Member’s Points shall instead be treated as it determines in its sole discretion Applicable Points and shall reduce the Points of the other Team Members whose Points are to be appropriate reduced in accordance with clause (v) above. The same principle shall apply to give effect any other Limited Partner, other than APH, whose Points would be reduced to the foregoing (including, without limitation, causing the return of all or a portion of distributions previously made to certain or all of the Limited Partners being returned to fund the payment of any such Portfolio Investment Distributions)below [ ].

Allocation of Points. (a) Except as otherwise provided herein, the General Partner shall be responsible for the allocation of Points from time to time to the Limited Partners. The General Partner may allocate Points to a new Limited Partner and/or increase the Points of any existing Limited Partner at any time; provided that (i) if the General Partner or its designee determines that a Limited Partner has engaged in Bad Acts or violated any of his restrictive covenants in favor of AGM or any of its Affiliates, such Limited Partner’s Points shall be forfeited as of the date of such engagement or violation determined by the General Partner, and (ii) the allocation or reallocation of Points will be on such terms as are consistent with the treatment of the Points as profits interests for U.S. federal income tax purposes. For the avoidance of doubt, notwithstanding anything to the contrary contained herein, the Points issued in each caserespect of a particular Class or tranche of Interests shall constitute a “single” pool and entitle the holders hereof to share in all of the Operating Profit and Operating Loss of the Partnership attributable to such Class or tranche of Interests, solely in accordance with howsoever derived, on the terms and conditions set forth herein. As of the date hereof, 100,000 Points are reserved for allocation and such number of aggregate Points so reserved shall not be increased or reduced unless otherwise determined by the General Partner. (b) Unless otherwise agreed by the General Partner, as a condition to the allocation continued holding by a Limited Partner of Points to any Points, concurrently with the Partnership’s becoming a partner or member of any Fund General Partner after the date hereof, each such Limited Partner shall not become effective until: execute and deliver to the General Partner (ior, to the extent provided in an Award Letter or Other Agreement, by filing an election under section 83(b) of the receipt Code, consent to a power of attorney authorizing the General Partner to execute on the Limited Partner’s behalf) the following documents, in form and substance reasonably satisfactory to the General Partner, executed by such Limited Partner: (A) a customary and standard guarantee or guarantees, for the benefit of Fund such Fund’s investors, of the such Limited Partner’s Clawback Share of the Partnership’s obligation to make Clawback Payments, and and/or (B) a customary and standard an undertaking to reimburse APH any Affiliate of AGM for any payment made by it (or by another AGM Affiliate) that is attributable to such Limited Partner’s Clawback Share of any Clawback Payment; and (ii) the effective date it being understood that any of the acceptance documents contemplated by Co-Investors the foregoing clauses (A) of a capital commitment from and (B) may authorize the General Partner or its Affiliate to set-off any such Limited Partner (or his Related Party, as applicable) in an amount equal to the percentage of total Fund commitments specified in the Points allocation notice delivered Clawback Payment against distributions otherwise payable to such Limited Partner in writing by the General Partner. Upon the occurrence respect of a material default, after the expiration of the applicable cure period set forth in section 4.2 of the Co-Investors (A) Partnership Agreement, its Interests in the obligation Partnership or any other Fund with respect to contribute capital which such Limited Partner has a direct or indirect interest in the Carried Interest Revenues with respect to Cosuch Fund. 702100.0030.0004 4843-Investors 4627-7593 v5 (Ac) in accordance with the Co-Investors (A) Partnership Agreement by Any change to a Limited Partner, the General Partner may reduce ’s Points pursuant to this Agreement or eliminate the Points of any such Limited Partner (including Partner’s Award Letter shall apply on a prospective basis only, from and after the Vested Points effective date of any Retired Partner)such change. (cd) The General Partner shall maintain on the books and records of the Partnership a record of the number of Points allocated to each Partner and shall give notice to each Limited Partner of the number of such Limited Partner’s Points upon admission to the Partnership of such Limited Partner and promptly upon any change in such Limited Partner’s Points pursuant to this Article 7 and such notice shall include the calculations used by the General Partner to determine the amount of any such reduction. (de) The General Partner in good faith may enter into an agreement pursuant to which a Person other than AGM Any Points that are forfeited under this Agreement or a subsidiary of AGM would receive a distribution of Operating Profit relating to one or more, but not all, specified Portfolio Investments that would Limited Partner’s Award Letter may be made prior to any distribution of Operating Profit with respect to the same Portfolio Investment for Limited Partners whose services to AGM or its Affiliates are substantially dedicated to the private equity or infrastructure business (a “Portfolio Investment Distribution”). Distributions to Partners of Operating Profit with respect to such a Portfolio Investment shall generally be commenced at the same time to all Partners holding Portfolio Investment-specific Points that relate to such Portfolio Investment. In furtherance of the foregoing, reallocated by the General Partner shall be entitled to make such equitable adjustments as it determines Partner, in its sole discretion and absolute discretion, to APH or any other Person or Persons. Unless otherwise provided by the General Partner, forfeited Points shall be appropriate deemed reallocated to give effect to the foregoing (including, without limitation, causing the return of all or a portion of distributions previously made to certain or all of the Limited Partners being returned to fund the payment of any such Portfolio Investment Distributions)APH.

Allocation of Points. (a) Except as otherwise provided herein, the General Partner shall be responsible for the allocation of Points from time to time to the Limited Partners. The General Partner may allocate Points to a new Limited Partner and/or increase the Points of any existing Limited Partner, in each case, solely in accordance with the terms and conditions set forth herein. (b) Unless otherwise agreed by the General Partner, the allocation of Points to any Limited Partner shall not become effective until: (i) until the receipt of the following documents, in form and substance reasonably satisfactory to the General Partner, executed by such Limited Partner: (A) a customary and standard guarantee or guarantees, for the benefit of Fund investors, of the Limited Partner’s Clawback Share of the Partnership’s obligation to make Clawback Payments, and (B) a customary and standard undertaking to reimburse APH for any payment made by it (or by another AGM Affiliate) that is attributable to such Limited Partner’s Clawback Share of any Clawback Payment; and (ii) the effective date of the acceptance by Co. 701158.0018 4830-Investors (A) of a capital commitment from such Limited Partner (or his Related Party, as applicable) in an amount equal to the percentage of total Fund commitments specified in the Points allocation notice delivered to such Limited Partner in writing by the General Partner. Upon the occurrence of a material default, after the expiration of the applicable cure period set forth in section 4.2 of the Co3854-Investors (A) Partnership Agreement, in the obligation to contribute capital to Co-Investors (A) in accordance with the Co-Investors (A) Partnership Agreement by a Limited Partner, the General Partner may reduce or eliminate the Points of any such Limited Partner (including the Vested Points of any Retired Partner).5382 v5 (c) The General Partner shall maintain on the books and records of the Partnership a record of the number of Points allocated to each Partner and shall give notice to each Limited Partner of the number of such Limited Partner’s Points upon admission to the Partnership of such Limited Partner and promptly upon any change in such Limited Partner’s Points pursuant to this Article 7 and such notice shall include the calculations used by the General Partner to determine the amount of any such reduction. (d) The General Partner in good faith may enter into an agreement pursuant to which a any Person other than AGM or a subsidiary of AGM would be entitled to receive a distribution one or more distributions of or attributable to Operating Profit relating in an amount calculated by reference to the investment performance of one or more, but not all, specified Portfolio Investments that would be made prior to any distribution of Operating Profit with respect to the same Portfolio Investment for Limited Partners whose services to AGM or its Affiliates are substantially dedicated to the private equity or infrastructure business (each such distribution, a “Portfolio Designated Investment Distribution”). Distributions to Partners of Operating Profit with respect to such a Portfolio Investment shall generally be commenced at the same time to all Partners holding Portfolio Investment-specific Points that relate to such Portfolio Investment. In furtherance of the foregoing, the General Partner shall be entitled to make such equitable adjustments as it determines in its sole discretion to be appropriate to give effect to the foregoing (foregoing, including, without limitation, causing (i) reducing the amount of Operating Profit that would otherwise be distributable with respect to Points pursuant to Section 4.1(b) by the amount of any Designated Investment Distribution determined by the General Partner to be sourced or distributable from such Operating Profit, (ii) creating reserves out of Operating Profits for purposes of funding Designated Investment Distributions that are anticipated but not yet crystallized, and (iii) requiring any Limited Partner to return of all or a portion of distributions any distribution previously made to certain or all of the Limited Partners being returned to fund the payment of any such Portfolio Designated Investment Distributions)Distribution.

Allocation of Points. (a) Except as otherwise provided herein, the General Partner shall be responsible for the allocation of Points from time to time to the Limited Partners. The General Partner may allocate Points to a new Limited Partner and/or increase the Points of any existing Limited Partner at any time; provided that (i) if the General Partner or its designee determines that a Limited Partner has engaged in Bad Acts or violated any of his restrictive covenants in favor of AGM or any of its Affiliates, such Limited Partner’s Points shall be forfeited as of the date of such engagement or violation determined by the General Partner, and (ii) the allocation or reallocation of Points will be on such terms as are consistent with the treatment of the Points as profits interests for U.S. federal income tax purposes. For the avoidance of doubt, notwithstanding anything to the contrary contained herein, the Points issued in each caserespect of a particular Class or tranche of Interests shall constitute a “single” pool and entitle the holders hereof to share in all of the Operating Profit and Operating Loss of the Partnership attributable to such Class or tranche of Interests, solely in accordance with howsoever derived, on the terms and conditions set forth herein. As of the date hereof, 100,000 Points are reserved for allocation and such number of aggregate Points so reserved shall not be increased or reduced unless otherwise determined by the General Partner. (b) Unless otherwise agreed by the General Partner, as a condition to the allocation continued holding by a Limited Partner of Points to any Points, concurrently with the Partnership’s becoming a partner or member of any Fund General Partner after the date hereof, each such Limited Partner shall not become effective until: execute and deliver to the General Partner (ior, to the extent provided in an Award Letter or Other Agreement, by filing an election under section 83(b) of the receipt Code, consent to a power of attorney authorizing the General Partner to execute on the Limited Partner’s behalf) the following documents, in form and substance reasonably satisfactory to the General Partner, executed by such Limited Partner: (A) a customary and standard guarantee or guarantees, for the benefit of Fund such Fund’s investors, of the such Limited Partner’s Clawback Share of the Partnership’s obligation to make Clawback Payments, and and/or (B) a customary and standard an undertaking to reimburse APH any Affiliate of AGM for any payment made by it (or by another AGM Affiliate) that is attributable to such Limited Partner’s Clawback Share of any Clawback Payment; and (ii) the effective date it being understood that any of the acceptance documents contemplated by Co-Investors the foregoing clauses (A) of a capital commitment from and (B) may authorize the General Partner or its Affiliate to set-off any such Limited Partner (or his Related Party, as applicable) in an amount equal to the percentage of total Fund commitments specified in the Points allocation notice delivered Clawback Payment against distributions otherwise payable to such Limited Partner in writing by the General Partner. Upon the occurrence respect of a material default, after the expiration of the applicable cure period set forth in section 4.2 of the Co-Investors (A) Partnership Agreement, its Interests in the obligation Partnership or any other Fund with respect to contribute capital to Co-Investors (A) in accordance with the Co-Investors (A) Partnership Agreement by a Limited Partner, the General Partner may reduce or eliminate the Points of any which such Limited Partner (including has a direct or indirect interest in the Vested Points of any Retired Partner)Carried Interest Revenues with respect to such Fund. (c) Any change to a Limited Partner’s Points pursuant to this Agreement or such Limited Partner’s Award Letter shall apply on a prospective basis only, from and after the effective date of such change. (d) The General Partner shall maintain on the books and records of the Partnership a record of the number of Points allocated to each Partner and shall give notice to each Limited Partner of the number of such Limited Partner’s Points upon admission to the Partnership of such Limited Partner and promptly upon any change in such Limited Partner’s Points pursuant to this Article 7 and such notice shall include the calculations used by the General Partner to determine the amount of any such reduction. (de) The General Partner in good faith may enter into an agreement pursuant to which a Person other than AGM Any Points that are forfeited under this Agreement or a subsidiary of AGM would receive a distribution of Operating Profit relating to one or more, but not all, specified Portfolio Investments that would Limited Partner’s Award Letter may be made prior to any distribution of Operating Profit with respect to the same Portfolio Investment for Limited Partners whose services to AGM or its Affiliates are substantially dedicated to the private equity or infrastructure business (a “Portfolio Investment Distribution”). Distributions to Partners of Operating Profit with respect to such a Portfolio Investment shall generally be commenced at the same time to all Partners holding Portfolio Investment-specific Points that relate to such Portfolio Investment. In furtherance of the foregoing, reallocated by the General Partner shall be entitled to make such equitable adjustments as it determines Partner, in its sole discretion and absolute discretion, to APH or any other Person or Persons. Unless otherwise provided by the General Partner, forfeited Points shall be appropriate deemed reallocated to give effect to the foregoing (including, without limitation, causing the return of all or a portion of distributions previously made to certain or all of the Limited Partners being returned to fund the payment of any such Portfolio Investment Distributions)APH.

Allocation of Points. (a) Except as otherwise provided herein, the General Partner shall Points may be responsible for the allocation of Points from time to time to the Limited Partners. The General Partner may allocate Points allocated to a new Limited Partner and/or increase the Points of adjusted for any existing Limited Partner, in each case, solely in accordance with the terms and conditions set forth herein. Notwithstanding anything to the contrary herein, there shall be a maximum of 2,000 Points available for issuance with respect to each Portfolio Investment. (b) Unless otherwise agreed by the General Partner, the allocation of Points to any Limited Partner shall not become effective until: (i) the receipt of the following documents, in form and substance reasonably satisfactory to the General Partner, executed by such Limited Partner: (A) a customary and standard guarantee or guarantees, for the benefit of Fund investors, of the Limited Partner’s Clawback Share of the Partnership’s obligation to make Clawback Payments, and (B) a customary and standard undertaking to reimburse APH for any payment made by it (or by another AGM Affiliate) that is attributable to such Limited Partner’s Clawback Share of any Clawback Payment; and (ii) the effective date of the acceptance by Co-Investors (A) of a capital commitment from such Limited Partner (or his Related Party, as applicable) in an amount equal to the percentage of total Fund commitments specified in the Points allocation notice Award Memo delivered to such Limited Partner in writing by the General Partner. Upon the occurrence of a material default, after the expiration of the applicable cure period set forth in section 4.2 of the Co-Investors (A) Partnership Agreement, in the obligation to contribute capital to Co-Investors (A) in accordance with the Co-Investors (A) Partnership Agreement by a Limited Partner, the General Partner may reduce or eliminate the Points of any such Limited Partner (including the Vested Points of any Retired Partner); and (iii) if the Limited Partner is not the individual participant to whom all of the Restrictive Covenants apply, the receipt of an undertaking, in form and substance satisfactory to the General Partner, executed by such participant to comply with the Restrictive Covenants and an acknowledgement of an agreement to the matters set forth in Section 9.1. (c) The number of Account Points allocated to a Team Member shall not be reduced except as expressly set forth in Section 2.8(c), 7.1(b)(ii), 7.1(f), 7.3 and 9.1(b). (d) The General Partner shall maintain on the books and records of the Partnership a record of the number of Points allocated to each Partner and shall give notice to each Limited Partner of the number of such Limited Partner’s Account Points upon admission to the Partnership of such Limited Partner and promptly upon any change in such Limited Partner’s Points pursuant to this Article 7 VII and such notice shall include the calculations used by the General Partner to determine the amount of any such reduction. (de) The In the event that the General Partner in good faith may enter enters into an agreement pursuant to which a Person other than AGM or a subsidiary of AGM would receive a distribution of Operating Profit relating to one or more, but not all, specified Portfolio Investments that would be made prior to any distribution of Operating Profit with respect to the same Portfolio Investment for Limited Partners whose services to AGM Team Members or its Affiliates are substantially dedicated to the private equity or infrastructure business their Related Parties (a “Portfolio Investment Priority Distribution”). Distributions , distributions to Partners of Operating Profit with respect to such a Portfolio Investment shall generally must be commenced following the Priority Distribution at the same time to all Partners holding Portfolio Investment-specific Partners, in each case, in accordance with Section 4.1(b). (f) Account Points that relate to such Portfolio Investment. In furtherance may be prospectively adjusted upward or downward on an annual basis beginning on the second anniversary of the foregoingdate on which such Account Points are awarded. If a Limited Partner’s Account Points are reduced in an aggregate cumulative amount of at least 10% of the highest number of Account Points held by such Limited Partner at any time, the General Partner shall be entitled arrange for such Limited Partner’s capital commitment to make such equitable adjustments as it determines in its sole discretion Co-Investors (A) to be appropriate reduced to give effect an amount that is proportionate to such Limited Partner’s Account Points; provided, that if a Limited Partner’s Account Points are subsequently increased, the foregoing General Partner shall arrange for such Limited Partner’s capital commitment to Co-Investors (including, without limitation, causing the return of all or a portion of distributions previously made A) to certain or all of the be increased to an amount that is proportionate to such Limited Partners being returned to fund the payment of any such Portfolio Investment Distributions)Partner’s Account Points.

Allocation of Points. (a) Except as otherwise provided herein, the General Partner shall be responsible for the allocation of Points from time to time to the Limited Partners. The General Partner may allocate Points to a new Limited Partner and/or increase the Points of any existing Limited Partner, in each case, solely in accordance with the terms and conditions set forth herein. (b) Unless otherwise agreed by the General Partner, the allocation of Points to any Limited Partner shall not become effective until: (i) the receipt of the following documents, in form and substance reasonably satisfactory to the General Partner, executed by such Limited Partner: (A) a customary and standard guarantee or guarantees, for the benefit of Fund investors, of the Limited Partner’s Clawback Share of the Partnership’s obligation to make Clawback PaymentsShare, and (B) a customary and standard undertaking to reimburse APH for any payment made by it (or by another AGM Affiliate) that is attributable to such Limited Partner’s Clawback Share of any Clawback PaymentShare; and (ii) if required pursuant to a Limited Partner’s Award Letter or Points allocation notice, the effective date of the acceptance by Co-Investors (A) of a capital commitment from such Limited Partner (or his Related Party, as applicable) in an amount equal to the percentage of total Fund commitments specified described in the such Award Letter or Points allocation notice delivered to such Limited Partner in writing by the General Partner. Upon the occurrence of a material default, after the expiration of the applicable cure period set forth in section 4.2 of the Co-Investors (A) Partnership Agreement, in the obligation to contribute capital to Co-Investors (A) in accordance with the Co-Investors (A) Partnership Agreement by a Limited Partner, the General Partner may reduce or eliminate the Points of any such Limited Partner (including the Vested Points of any Retired Partner). (c) The General Partner shall maintain on the books and records of the Partnership a record of the number of Points allocated to each Partner and shall give notice to each Limited Partner of the number of such Limited Partner’s Points upon admission to the Partnership of such Limited Partner and promptly upon any change in such Limited Partner’s Points pursuant to this Article 7 and such notice shall include the calculations used by the General Partner to determine the amount of any such reductionchange. The Limited Partners shall not otherwise have the right to inspect the record of the number of Points allocated to each Partner, except upon prior consent of the General Partner. (d) The General Partner may award Designated Points as described in good faith the Award Letters, and may enter into an agreement pursuant to which a Person other than AGM or a subsidiary of AGM would receive a distribution create reserves out of Operating Profit relating to one or more, Profits for purposes of funding distributions in respect of Designated Points that are anticipated but not all, specified Portfolio Investments that would be made prior to any distribution of Operating Profit with respect to the same Portfolio Investment for yet crystallized. Limited Partners whose services may be required to AGM or its Affiliates are substantially dedicated to the private equity or infrastructure business (a “Portfolio Investment Distribution”). Distributions to Partners of Operating Profit with respect to such a Portfolio Investment shall generally be commenced at the same time to all Partners holding Portfolio Investment-specific Points that relate to such Portfolio Investment. In furtherance of the foregoing, the General Partner shall be entitled to make such equitable adjustments as it determines in its sole discretion to be appropriate to give effect to the foregoing (including, without limitation, causing the return of all or a portion of distributions any distribution they previously made to certain or all of the Limited Partners being returned received to fund the payment distributions in respect of any such Portfolio Investment Distributions)Designated Points.