REGISTRATION RIGHTS AGREEMENT dated as of February 28, 2020 between ATHENE HOLDING LTD. ANDRegistration Rights Agreement • May 8th, 2020 • Athene Holding LTD • Life insurance
WHEREAS, pursuant to that certain Transaction Agreement, dated as of October 27, 2019, by and among the Company, the Holder and the Apollo Operating Group (the “Transaction Agreement”), the Company has agreed to issue or transfer, directly or indirectly, to the Apollo Operating Group (i) 27,959,184 Shares (as defined below) in exchange for 29,154,519 Operating Group Units (as defined in the Transaction Agreement) and (ii) 7,575,758 Shares in exchange for $350,000,000 (collectively, the “Share Transfers”);
SHAREHOLDERS AGREEMENT dated as of February 28, 2020 by and among ATHENE HOLDING LTD. and THE APOLLO SHAREHOLDERSShareholder Agreement • May 8th, 2020 • Athene Holding LTD • Life insurance
SHAREHOLDERS AGREEMENT (this “Agreement”), dated as of February 28, 2020, by and among Athene Holding Ltd., a Bermuda exempted company (“AHL”) and each Person identified on the signature pages hereto as an Apollo Shareholder (together with any other shareholders of AHL who become party hereto as “Apollo Shareholders” in accordance with this Agreement, the “Apollo Shareholders”).
THIRD AMENDMENT TO SHAREHOLDERS AGREEMENTShareholder Agreement • May 8th, 2020 • Athene Holding LTD • Life insurance
This THIRD AMENDMENT TO SHAREHOLDERS AGREEMENT (this “Amendment”), effective as of February 13, 2020 (the “Third Amendment Effective Date”), is made by and among Athene Co-Invest Reinsurance Affiliate 1A Ltd., a Bermuda Class C insurer (“ACRA”), ADIP Holdings (A), L.P., a Cayman Islands limited partnership (“ADIP A”), ADIP Holdings (B), L.P., a Cayman Islands limited partnership (“ADIP B”), ADIP Holdings (C), L.P., a Cayman Islands limited partnership (“ADIP C”), ADIP Holdings (D), L.P., a Cayman Islands limited partnership (“ADIP D”), ADIP Holdings (E), L.P., a Cayman Islands limited partnership (“ADIP E”) and ADIP Holdings (Lux), L.P., a Cayman Islands limited partnership (“ADIP Lux” and, together with ADIP A, ADIP B, ADIP C, ADIP D and ADIP E, the “Co- Investors” and each, a “Co-Investor”) and Athene Life Re Ltd., a reinsurance company organized under the laws of Bermuda (“ALRe” and, together with the Co-Investors, the “Shareholders”). ACRA, the Co-Investors and ALRe are the “Partie
LIQUIDITY AGREEMENTLiquidity Agreement • May 8th, 2020 • Athene Holding LTD • Life insurance • Delaware
LIQUIDITY AGREEMENT (the “Agreement”), dated as of February 28, 2020, among Apollo Global Management, Inc., a Delaware corporation (the “Purchaser”), and Athene Holding Ltd., a Bermuda exempted company (together with its Permitted Transferees, the “Holder”).
