Recognition of Tufts Gain in Exchanges ► Provided that the $1B of debt remains outstanding as structured currently (i.e., no personal guarantees by individuals, no guarantee by AGM, etc.), the $800M of gain deferred from the 2007 distribution will be recognized over time as founders exchange APP interests. As that gain is recognized, additional basis step-up will be delivered to APO Corp., resulting in additional future TRA benefits payable to founders. ► The following examples were prepared using certain assumptions, including: ► No changes in current law corporate or individual tax rates ► Blended tax rate for individuals of 35% (portion ordinary, portion subject to 3.8% NIl tax, etc.) ► Combined federal and state corporate tax rate of 40% ► Discount rate of 7.5% ► Net sales price per unit of $22 on all sales (and excludes future dividends) ► Assumes APO Corp. has income to currently utilize deductions attributes on a current basis El ERNST & YOUNG Quality In tverythinglVe Do Page 1 EFTA01144079