exv10w50






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-free reorganization under Section 368(a)(1)(E) of the Internal Revenue Code of
1986, as amended (the “Code”), and that this Agreement shall



 









 







be, and hereby is, adopted as a plan of reorganization for purposes of Section 368 of the Code.



     NOW THEREFORE, the Board of Directors and the Stockholders of the Company have adopted and
approved this Agreement, as follows:




     (1) Contemporaneously with the execution and delivery of this Agreement, the Company
shall cause the Amended and Restated Certificate of Incorporation to be filed with the
Secretary of State of the State of Delaware.




     (2) Contemporaneously with the acceptance of the Amended and Restated Certificate of
Incorporation by the Secretary of State of the State of Delaware, Apollo shall surrender to
the Company the certificate or certificates formerly representing shares of Common Stock,
and shall receive in exchange therefor a new certificate or certificates evidencing the
appropriate number of shares of Class A Common Stock and Carlyle and CVP shall surrender to
the Company the certificate or certificates formerly representing shares of Common Stock,
and shall each receive in exchange therefor a new certificate or certificates evidencing
the appropriate number of shares of Class B Common Stock. The number of shares of Common
Stock surrendered by each Stockholder hereunder and the number of shares of Class A Common
Stock and Class B Common Stock to be issued in exchange therefor is as set forth on
Exhibit A hereto.




     (3) The shares of Class A Common Stock and shares of Class B Common Stock shall have
the rights, privileges and other characteristics set forth in the Amended and Restated
Certificate of Incorporation.




     (4) From and after the date of this Agreement, each party hereto shall use reasonable
efforts to cause the Exchange to qualify, including but not limited to filing any tax or
information returns consistent with this Agreement, and shall not knowingly take any
actions or cause any actions to be taken which could reasonably be expected to prevent the
Exchange from qualifying, as a “reorganization” under Section 368(a)(1)(E) of the Code.




     (5) The Board of Directors of the Company and the proper officers of the Company shall
execute, file and deliver all instruments and other writings, and shall use commercially
reasonable efforts to do or cause to be done all other acts or things, necessary or
appropriate or reasonably requested by any Stockholder, such that no gain or loss shall be
recognized by any such Stockholder for United States federal income tax purposes or for
purposes of any income tax imposed by a State or political subdivision thereof, upon or by
reason of the transactions described in, or contemplated in or by, this Agreement, to the
extent the foregoing is consistent with applicable law.



[SIGNATURE PAGE FOLLOWS]




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     IN WITNESS WHEREOF, the Company and the holders of the Company’s Common Stock have caused this
Agreement and Plan of Exchange to be duly executed as of the date first set forth above.



	 	 	 	 	 
	 	APOLLO GROUP, INC.

 	 
	 	By:  	/s/ Brian L. Swartz
 	 
	 	 	Name:  	Brian L. Swartz 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	APOLLO GLOBAL, INC.

 	 
	 	By:  	/s/ Jeffrey Langenbach
 	 
	 	 	Name:  	Jeffrey Langenbach 	 
	 	 	Title:  	President 	 
	 
	 	CARLYLE VENTURE PARTNERS III, L.P.

 	 
	 	By:  	TCG Ventures III, L.P.,
 	 
	 	 	as the General Partner 	 
	 	 	 
	 	By:  	TCG Ventures III, L.L.C.,
 	 
	 	 	as the General Partner 	 
	 	 	 
	 	By:  	/s/ Brooke Coburn
 	 
	 	 	Name:  	Brooke Coburn 	 
	 	 	Title:  	Managing Director 	 
	 
	 	CVP III COINVESTMENT, L.P.

 	 
	 	By:  	TCG Ventures III, L.P.,
 	 
	 	 	as the General Partner 	 
	 	 	 
	 	By:  	TCG Ventures III, L.L.C.,
 	 
	 	 	as the General Partner 	 
	 	 	 
	 	By:  	/s/ Brooke Coburn
 	 
	 	 	Name:  	Brooke Coburn 	 
	 	 	Title:  	Managing Director 	 



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EXHIBIT A




Exchange Table




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Shares of	 	Shares of
	 	 	Shares of	 	Class A	 	Class B
	 	 	Common	 	Common	 	Common
	 	 	Stock	 	Stock	 	Stock
	 	 	Surrendered	 	Received	 	Received
	APOLLO GROUP, INC.
	 	 	65,672	 	 	 	65,672	 	 	 	-0-	 
	CARLYLE VENTURE PARTNERS III, L.P.
	 	 	15,423	 	 	 	-0-	 	 	 	15,423	 
	CVP III COINVESTMENT, L.P.
	 	 	905	 	 	 	-0-	 	 	 	905