Exhibit 10.50
AGREEMENT AND PLAN OF EXCHANGE
OF
COMMON STOCK
OF
APOLLO GLOBAL, INC.
THIS AGREEMENT AND PLAN OF EXCHANGE , dated as of July 28, 2009 (the “ Agreement ”),
among Apollo Global, Inc., a Delaware corporation (the “ Company ”), Apollo Group, Inc., an Arizona
corporation (“ Apollo ”), Carlyle Venture Partners III, L.P., a Delaware limited partnership (“ Carlyle ”), and
CVP III Coinvestment, L.P., a Delaware limited partnership (“ CVP ” and, collectively together with Apollo and
Carlyle, the “ Stockholders ”).
WITNESSETH :
WHEREAS, the Board of Directors of the Company and the Stockholders have determined that it is
advisable and in the best interest of the Company and Stockholders for the Stockholders to surrender their
shares of the Company’s Common Stock (“ Common Stock ”) in exchange for either Class A Common Stock
or Class B Common Stock (the “ Exchange ”), and have approved and adopted this Agreement;
WHEREAS, in connection with the Exchange, and contemporaneously with the execution and delivery of this
Agreement, the Certificate of Incorporation of the Company is the being amended and restated (the “ Amended
and Restated Certificate of Incorporation ”);
WHEREAS, the Company has 82,000 shares of Common Stock issued and outstanding;
WHEREAS, the Company and the holders of the Company’s Common Stock desire to effect an exchange of
all of the Company’s outstanding Common Stock for Class A Common Stock and Class B Common Stock;
WHEREAS, in the Exchange, Apollo shall exchange each share of Common Stock for one share of Class A
Common Stock and Carlyle and CVP shall each exchange each share of Common Stock for one share of
Class B Common Stock, with, in each case, the Class A Common Stock and Class B Common Stock having the
rights and preferences set forth in the Amended and Restated Certificate of Incorporation; and
WHEREAS, for United States federal income tax purposes, it is intended that the Exchange shall qualify as a
tax-fre