ahl-20211231.htm

Attachment: 10-K

Document

EXHIBIT 10.24

AMENDED AND RESTATED

MASTER FRAMEWORK AGREEMENT

BY AND BETWEEN

ATHENE CO-INVEST REINSURANCE AFFILIATE 1A LTD.,

AND

ATHENE LIFE RE LTD.

DATED AS OF DECEMBER 31, 2021


			TABLE OF CONTENTS


						Page #
			Article I DEFINITIONS; RULES OF CONSTRUCTION			2
			Section 1.01........ Defined Terms			2
			Section 1.02........ Certain Rules of Construction			6

			Article II QUALIFYING TRANSACTIONS			6
			Section 2.01........ Participation Right			6
			Section 2.02........ Cooperation			6
			Section 2.03........ Election to Participate in a Qualifying Transaction			7
			Section 2.04........ Negotiation of the Transaction Agreements			8
			Section 2.05........ Capital Requirements for Approved Qualifying Transactions			8

			Article III WRAP FEE AND STEP-UP FEE			9
			Section 3.01........ Wrap Fee; Step-up Fee			9

			Article IV CONFIDENTIALITY; JOINDER			9
			Section 4.01........ Confidentiality			9
			Section 4.02........ Joinder			10

			Article V TERM; TERMINATION			10
			Section 5.01........ Duration			10

			Article VI REPRESENTATIONS AND WARRANTIES			10
			Section 6.01........ Representations and Warranties of ALRe			10
			Section 6.02........ Representations and Warranties of the ACRA Investment Entities			11

			Article VII DISPUTE RESOLUTION			11
			Section 7.01........ Arbitration			11

			Article VIII MISCELLANEOUS			12
			Section 8.01........ Governing Law and Jurisdiction			12
			Section 8.02........ Offset and Recoupment Rights			12
			Section 8.03........ Severability			13
			Section 8.04........ Binding Effect; Assignment; No Third Party Benefit			13
			Section 8.05........ Amendments; Waivers			13
			Section 8.06........ Notices			13
			Section 8.07........ Entire Agreement			14
			Section 8.08........ Counterparts; Effectiveness			14
			Section 8.09........ Further Assurances			14
			Section 8.10........ Injunctive Relief			14
			Section 8.11........ Survival			14

THIS AMENDED AND RESTATED MASTER FRAMEWORK AGREEMENT (this “Agreement”), originally effective as of September 11, 2019 (the “Original Agreement”) and amended and restated as of December 31, 2021, is made and entered into by and between ATHENE CO-INVEST REINSURANCE AFFILIATE 1A LTD., a Bermuda Class C insurer under the Bermuda Insurance Act 1978 (“ACRA 1A”), and ATHENE LIFE RE LTD., a Bermuda Class E insurer under the Bermuda Insurance Act 1978 (“ALRe”).

RECITALS

WHEREAS, Athene Holding Ltd (“AHL”), a Bermuda exempted company and the indirect parent of ALRe, is party to that certain Agreement and Plan of Merger, dated as of March 8, 2021, by and among AHL, Apollo Global Management, Inc. (“AGM”), Tango Holdings, Inc. (“Tango Holdings”), Blue Merger Sub, Ltd. and Green Merger Sub, Inc., pursuant to which the parties have agreed to effect a merger of AHL and AGM such that, following the closing of the transactions contemplated thereby, each of AHL and AGM will be a wholly owned subsidiary of Tango Holdings (the foregoing transactions, collectively, the “Merger”);

WHEREAS, (a) the Apollo/Athene Dedicated Investment Program (“ADIP”) has entered into that certain Amended and Restated Subscription Agreement, dated as of the date hereof, with ACRA HoldCo (as defined below) and ACRA 1A (the “ADIP Subscription Agreement”), and (b) ALRe has entered into that certain Amended and Restated Subscription Agreement, dated as of the date hereof, with ACRA HoldCo and ACRA 1A (together with the ADIP Subscription Agreement, the “Subscription Agreements”), pursuant to which ALRe (directly or indirectly) and/or ADIP shall, following the Closing (as defined in the Subscription Agreements), (i) make additional capital contributions to ACRA HoldCo and ACRA HoldCo shall contribute such capital contributions to ACRA 1A and/or each applicable ACRA Investment Entity in connection with Qualifying Transactions, as applicable, and/or (ii) purchase certain amounts of shares representing economic and voting interests in other ACRA Investment Entities as set forth more fully below;

WHEREAS, prior to the consummation of the Transfer (as defined below), ALRe owned shares of ACRA 1A representing 100% of the voting rights and 36.55% of the economic interest in ACRA 1A;

WHEREAS, prior to the date hereof, (a) AHL formed Athene Asset L.P., a Bermuda limited partnership and subsidiary of ALRe (“AALP”), and (b) ALRe thereafter contributed shares representing all of its voting and economic interests in ACRA 1A to AALP (such contribution, the “Transfer”);

WHEREAS, following the Transfer and prior to the consummation of the Reorganization (as defined below), AALP owned shares of ACRA 1A representing 100% of the voting rights and 36.55% of the economic interest in ACRA 1A, and ADIP owned, directly or indirectly, shares of ACRA 1A representing 63.45% of the economic interests in ACRA 1A;

WHEREAS, prior to the date hereof, ALRe (a) formed Athene Co-Invest Reinsurance Affiliate Holding Ltd., a Bermuda exempted company (“ACRA HoldCo”), and (b) subsequently transferred all of the issued and outstanding shares of ACRA HoldCo to AALP in order to effect the Reorganization (as defined below);

WHEREAS, in accordance with Section 3.5 of the Shareholders Agreement (as defined below), ACRA 1A will undergo an Approved Reorganization (as defined in the Shareholders Agreement), whereby, among other things, (a) ACRA HoldCo was formed to hold 100% of the issued and outstanding shares of capital stock of ACRA 1A and (b) ADIP and AALP will each contribute all of their shares of ACRA 1A to ACRA HoldCo in exchange for an equal number of shares of ACRA HoldCo (the foregoing transactions, collectively, the “Reorganization”);

WHEREAS, following the consummation of the Reorganization, AALP will own shares of ACRA HoldCo representing 100% of the voting rights and 36.55% of the economic interest in ACRA HoldCo and ADIP will own, directly or indirectly, shares of ACRA HoldCo representing 63.45% of the economic interests in ACRA HoldCo, and ACRA HoldCo will own shares of ACRA 1A representing 100% of the voting rights and economic interests in ACRA 1A;

WHEREAS, ACRA 1A owns (a) indirectly through its limited partner and general partner interests in Athene Co-Invest Reinsurance Affiliate LP, 100% of the voting rights and 99% of the economic interests with respect to Athene Co-Invest Reinsurance Affiliate 1B Ltd., a Bermuda Class C insurer under the Bermuda Insurance Act 1978 that has filed an election under Section 953(d) of the Code to be taxed as a U.S. corporation (“ACRA 1B”) and (b) 100% of the voting rights and economic interests with respect to Athene Co-Invest Reinsurance Affiliate International Ltd., a Bermuda Class C insurer under the Bermuda Insurance Act 1978 (“ACRA International”);

WHEREAS, unless otherwise agreed to by ALRe and ACRA HoldCo, following the consummation of the Reorganization, an Athene Investor (as defined below) will own, directly or indirectly, shares of ACRA HoldCo and each ACRA Investment Entity representing 100% of the voting rights and 36.55% of the economic interest in such ACRA Investment Entity, and ADIP will own, directly or indirectly, shares of each such ACRA Investment Entity representing the 63.45% of the economic interest in each such ACRA Investment Entity;

WHEREAS, AHL, through its Subsidiaries that are Athene Parties, including ALRe, Athene Annuity Re Ltd., a Bermuda Class E insurer under the Insurance Act 1978 that has filed an election under Section 953(d) of the Code to be taxed as a U.S. corporation (“AARe”) and Athene Life Re International Ltd., a Bermuda Class C insurer under the Bermuda Insurance Act 1978 (“ALReI”), may from time to time consider, pursue and enter into certain Qualifying Transactions;

WHEREAS, subject to the terms, limitations and conditions set forth herein, ALRe desires to offer to ACRA 1A the right to elect to participate in any Qualifying Transaction;

WHEREAS, the board of directors of ACRA 1A may, in its sole discretion, exercise ACRA 1A’s participation rights in any Qualifying Transaction through other alternative investment vehicles formed by ACRA 1A or ACRA HoldCo from time to time for the purposes of entering into a Qualifying Transaction (together with ACRA 1A, the “ACRA Investment Entities”) by assigning ACRA 1A’s rights to participate in the applicable Qualifying Transactions to the applicable ACRA Investment Entity;

WHEREAS, ACRA 1A and ALRe have entered into that certain Amended and Restated Reinsurance Program Agreement, dated as of the date hereof (the “ACRA 1A Reinsurance Program Agreement”), ACRA 1B and ALRe have entered into that certain Amended and Restated Reinsurance Program Agreement, dated as of the date hereof (the “ACRA 1B Reinsurance Program Agreement”) and ACRA International and ALReI have entered into that certain Amended and Restated Reinsurance Program Agreement, dated as of the date hereof (the “ACRA International Reinsurance Program Agreement” and, together with the ACRA 1A Reinsurance Program Agreement and the ACRA 1B Reinsurance Program Agreement, the “Reinsurance Program Agreements”);

WHEREAS, ACRA 1A and ALRe have entered into that certain Amended and Restated Fee and Capitalization Agreement, dated as of the date hereof (the “Fee and Capitalization Agreement”), which sets forth the amount of certain fees and expenses payable by, and capitalization requirements applicable to, the ACRA Investment Entities;

WHEREAS, in the event that ACRA 1A elects, through itself or another ACRA Investment Entity, to participate in any Qualifying Transaction, ALRe or any other Athene Party and the applicable ACRA Investment Entity or its Subsidiary shall effectuate one or more Transaction Agreements with respect to such Qualifying Transaction, and any Transaction Agreement shall be consistent with the terms, conditions and limitations set forth herein, in the Fee and Capitalization Agreement and, if applicable, in the applicable Reinsurance Program Agreement;

WHEREAS, in connection with the Reorganization and the Merger, the Parties desire to amend and restate the Original Agreement as provided herein; and

WHEREAS, this Agreement amends and restates the Original Agreement in its entirety and the terms, conditions and limitations thereof, in accordance with Section 8.05 thereof.

NOW, THEREFORE, in consideration of the premises, mutual covenants and agreements contained in this Agreement, and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties agree as follows:

ARTICLE I

DEFINITIONS; RULES OF CONSTRUCTION

Section 1.01 Defined Terms. As used in this Agreement, the following terms have the respective meanings set forth below.

“AALP” has the meaning set forth in the Recitals.

“AARe” has the meaning set forth in the Recitals.

“ACRA 1A” has the meaning set forth in the Preamble.

“ACRA 1A Reinsurance Program Agreement” has the meaning set forth in the Recitals.

“ACRA 1B” has the meaning set forth in the Recitals.

“ACRA 1B Reinsurance Program Agreement” has the meaning set forth in the Recitals.

“ACRA HoldCo” has the meaning set forth in the Recitals.

“ACRA International” has the meaning set forth in the Recitals.

“ACRA International Reinsurance Program Agreement” has the meaning set forth in the Recitals.

“ACRA Investment Entities” has the meaning set forth in the Recitals.

“ACRA Party” means any of ACRA HoldCo, the ACRA Investment Entities and their respective Subsidiaries.

“ACRA Quota Share” has the meaning set forth in Section 2.03(c).

“ACRA Reinsurance Agreement” means any reinsurance agreement pursuant to which ALRe, AARe, ALReI or an entity acquired in connection with an Approved Qualifying Transaction reinsures risks related to an Approved Qualifying Transaction to an ACRA Party.

“ACRA Silo” means, collectively, any ACRA Investment Entity and all of its Subsidiaries that are insurance or reinsurance companies formed for the purposes of entering into any Qualifying Transaction.

“ADIP” has the meaning set forth in the Recitals.

“ADIP Feeder Funds” means, collectively, the limited partners of each limited partnership comprising ADIP.

“ADIP Funding Date” means the date on which ADIP acquires shares of ACRA 1A from ALRe.

“ADIP Limited Partners” means, collectively, the limited partners of each ADIP Feeder Fund.

“ADIP Subscription Agreement” has the meaning set forth in the Recitals.

“Affiliate” means, with respect to any Person, any other Person that directly or indirectly through one or more intermediaries, Controls, is Controlled by or is under common Control with such specified Person. For the avoidance of doubt: (a) none of the following groups of Persons or their Subsidiaries shall be considered “Affiliates” of any ACRA Party or any Athene Party for purposes of this Agreement: (i) any pooled investment vehicle, fund, managed account or other client to which Apollo Global Management, Inc. or its Subsidiaries provide investment advice or otherwise serve in a fiduciary capacity, (ii) any portfolio company in which the entities described in clause (i) directly or indirectly hold investments or (iii) Athora Holding Ltd., Catalina Holdings (Bermuda) Ltd., OneMain Holdings, Inc., VA Capital Company LLC and Aspen Insurance Holdings Limited and (b) neither Apollo Global Management, Inc. nor any of its Subsidiaries (including Athene and its Subsidiaries following the consummation of Project Tango) shall be considered “Affiliates” of any ACRA Party for purposes of this Agreement.

“AGM” has the meaning set forth in the Recitals.

“Agreement” has the meaning set forth in the Preamble.

“AHL” has the meaning set forth in the Recitals.

“ALRe” has the meaning set forth in the Preamble.

“ALReI” has the meaning set forth in the Recitals.

“Applicable Insurance Regulatory Authority” means, with respect to any Person, the insurance regulatory or administrative authority or agency of the jurisdiction in which such Person is domiciled.

“Applicable Law” means any federal, state, local or foreign law (including common law), constitution, treaty, statute, ordinance, rule, regulation, order (including any executive order), writ, injunction, judgment, permit, governmental agreement, directive or decree or any provisions of any of the foregoing applicable to a Person or any of such Person’s subsidiaries, properties, assets, or to such Person’s officers, directors, managing directors, employees or agents in their capacity as such

“Approved Qualifying Transaction” has the meaning set forth in Section 2.03(b).

“Athene Investor” means (i) ALRe and (ii) any direct or indirect subsidiary of ALRe that (x) is wholly owned by (A) ALRe or (B) ALRe together with directors, officers or other employees of ALRe or its affiliates and (y) holds Class B Common Shares (as defined in the Shareholders Agreement) of any ACRA Investment Entity, as set forth in Schedule A-4 of the Shareholders Agreement or, with respect to any New ACRA Investment Entity (as defined in the Shareholders Agreement), as set forth on Annex I-2 of the applicable Joinder Agreement (as defined in the Shareholders Agreement).

“Athene Party” means any of AHL and its Subsidiaries, except for any ACRA Party.

“Business Day” shall mean any day other than a Saturday, Sunday or any other day on which banking institutions are authorized or required by law or executive order to close in New York, New York or Hamilton, Bermuda.

“Code” means the Internal Revenue Code of 1986.

“Commitment Period” shall mean the period starting on the date hereof through the last day of the “Commitment Period” as defined in the ADIP Subscription Agreement.

“Commutation Right” means, with respect to each Approved Qualifying Transaction, the right of ALRe and any other Athene Party to offer to commute or otherwise terminate the ACRA Parties’ participation in such Approved Qualifying Transaction as described in the applicable Transaction Agreements.

“Confidential Information” has the meaning set forth in Section 4.01(a).

“Constituent Documents” means, with respect to any entity, the certificate of incorporation, bylaws, limited liability company agreement, certificate of formation, memorandum of association or equivalent constituent document of such entity, as applicable.

“Control,” “Controlled” or “Controlling” means, as to any Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise. The terms “Controlled by” and “under common Control with” shall have correlative meanings.

“Disclosing Party” means any Athene Party, on the one hand, or any ACRA Party or its Affiliates (other than any Athene Party), on the other hand, or any representative of any of the foregoing, that furnishes or discloses Confidential Information to any ACRA Party or its representatives or any Athene Party or its representatives, as applicable, in connection with this Agreement, any Qualifying Transaction, the Fee and Capitalization Agreement, any Reinsurance Program Agreement or any Transaction Agreement.

“Fee and Capitalization Agreement” has the meaning set forth in the Recitals.

“Flow Reinsurance Agreement” means any ACRA Reinsurance Agreement entered into between an Athene Party and an ACRA Party with respect to any flow reinsurance transaction that is an Approved Qualifying Transaction.

“Flow Reinsurance Transaction” means any Approved Qualifying Transaction, or portion thereof, with respect to which the applicable ACRA Party’s participation is set forth in a Flow Reinsurance Agreement.

“Governmental Authority” means the government of the United States of America, Bermuda or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, administrative tribunal, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government, including any Applicable Insurance Regulatory Authority.

“Initial Commutation Date” means, with respect to each Approved Qualifying Transaction, (a) with respect to any Approved Qualifying Transaction that is not a Flow Reinsurance Transaction, the date that is the tenth (10th) anniversary of the effective date or closing date, as applicable, of such Approved Qualifying Transaction, (b) with respect to any Flow Reinsurance Transaction, the date that is the tenth (10th) anniversary date upon which the applicable Flow Reinsurance Agreement was terminated with respect to new business pursuant to the terms and conditions of such Flow Reinsurance Agreement or (c) such other date in the applicable Transaction Agreements upon which the applicable Athene Party may exercise its Commutation Right with respect to such Approved Qualifying Transaction for the first time; provided, however, that the parties may agree to reflect the applicable ACRA Party’s participation in multiple applicable Approved Qualifying Transactions entered into in a particular calendar year or other time period in one ACRA Reinsurance Agreement, in which case the Initial Commutation Date for all Approved Qualifying Transactions that are subject to such ACRA Reinsurance Agreement shall be the tenth (10th) anniversary of the effective date of the last Approved Qualifying Transaction allocated to such ACRA Reinsurance Agreement.

“Joinder Agreement” has the meaning set forth in Section 4.02.

“Lien” means any mortgage, pledge, hypothecation, assignment, encumbrance, lien (statutory or other), charge, claim or preference, priority or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever (including any conditional sale or other title retention agreement, and any financing lease having substantially the same economic effect as any of the foregoing).

“Merger” has the meaning set forth in the Recitals.

“Participation Right” has the meaning set forth in Section 2.01.

“Permits” has the meaning set forth in Section 6.01(d).

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, limited partnership, Governmental Authority or other entity.

“Qualifying Transaction” means any of the following transactions:

(a) any legal entity acquisition transaction with any Third Party pursuant to which one or more legal entities with annuity and/or insurance liabilities are acquired, including any acquisition transaction that would involve one or more block or flow reinsurance transactions entered into in connection with such acquisition transaction pursuant to which (i) an Athene Party would assume annuity and/or insurance liabilities from any Affiliate of the applicable acquisition target through reinsurance and/or (ii) an ACRA Party would assume annuity and/or insurance liabilities from the applicable acquisition target through reinsurance;

(b) any block reinsurance transaction with any Third Party pursuant to which one or more Athene Parties would assume annuity and/or insurance liabilities;

(c) any pension risk transfer transaction with any Third Party pursuant to which an Athene Party would assume or otherwise become responsible for pension liabilities; or

(d) any flow reinsurance transactions with any new Third Party counterparties pursuant to which one or more Athene Parties would assume annuity and/or insurance liabilities with respect to annuities or insurance policies issued after the effective date of such transaction;

provided, that ALRe, AARe or ALReI, as applicable, and any ACRA Investment Entity may agree that any acquisition, reinsurance or pension risk transfer transaction not contemplated in clauses (a)-(d) above may be a “Qualifying Transaction,” subject to the approval from either (i) with respect to any (x) reinsurance transactions entered into by ALRe or any other Athene Party involving funding agreements and (y) any flow reinsurance transactions with any existing Third Party counterparties entered into by any Athene Party prior to the date hereof or new flow reinsurance transactions with such existing Third Party counterparties, the Transaction Committee of the applicable ACRA Investment Entity or (ii) for all other acquisition or reinsurance transactions, the Transaction Committee and the Conflicts Committee of the applicable ACRA Investment Entity; provided, further, that if ALRe, in its sole discretion, determines that any ACRA Investment Entity’s participation in any transaction would cause a material tax, regulatory or operational burden on any Athene Party or the size of the transaction is de minimis, then such transaction shall not be a “Qualifying Transaction.”

“Receiving Party” means any Athene Party, on the one hand, or any ACRA Party or its Affiliates (other than any Athene Party), on the other hand, or any representative of any of the foregoing, that receives Confidential Information from any ACRA Party or its representatives or any Athene Party or its representatives, as applicable, in connection with this Agreement, any Qualifying Transaction, the Fee and Capitalization Agreement, any Reinsurance Program Agreement or any Transaction Agreement.

“Reinsurance Program Agreements” has the meaning set forth in the Recitals.

“Reorganization” has the meaning set forth in the Recitals.

“Shareholders Agreement” means the Amended and Restated Shareholders Agreement, dated as of the date hereof, by and among ACRA HoldCo, ACRA 1A and each of the shareholders named therein.

“Step-up Fee” has the meaning set forth in Section 3.01(b).

“Subsidiary” means with respect to any entity, any other entity as to which it owns, directly or indirectly, or otherwise controls, directly or indirectly, an amount of the voting securities, other voting ownership or voting partnership interests of which is sufficient to elect at least a majority of its board of directors or other governing body or more than 50% of the voting shares or other similar interests.

“Subscription Agreements” has the meaning set forth in the Recitals.

“Tango Holdings” has the meaning set forth in the Recitals.

“Third Party” means any Person that is not (a) an ACRA Party, (b) an Athene Party, (c) ADIP, the ADIP Feeder Funds, the ADIP Limited Partners or any other Subsidiary of ADIP or (d) Apollo Global Management, Inc. or any of its Affiliates.

“Third-Party Ceding Company” means, with respect to each Third-Party Underlying Reinsurance Agreement, the Third Party ceding liabilities to the applicable Athene Party under such Third-Party Underlying Reinsurance Agreement.

“Third-Party Underlying Reinsurance Agreement” means any reinsurance agreement, together with all amendments thereto, pursuant to which an Athene Party reinsures from a Third Party liabilities that are subsequently retroceded by AARe, ALReI or ALRe to an ACRA Party pursuant to an ACRA Reinsurance Agreement.

“Transaction Agreements” means (a) with respect to the business assumed in connection with any Approved Qualifying Transaction, any ACRA Reinsurance Agreements and any other agreements, instruments and documents reasonably necessary to effect the transactions contemplated by such ACRA Reinsurance Agreement, and (b) with respect to the business otherwise acquired in connection with any Approved Qualifying Transaction, any agreements, instruments and documents reasonably necessary to effect the acquisition and other transactions contemplated by such Approved Qualifying Transaction and this Agreement with respect to such Approved Qualifying Transaction.

“Transfer” has the meaning set forth in the Recitals.

“Wrap Fee” has the meaning set forth in Section 3.01(a).

Section 1.02 Certain Rules of Construction. The headings and captions in this Agreement are for convenience of reference only and do not define, limit or otherwise affect any of the terms or provisions hereof. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” In the computation of periods of time from a specified date to a later specified date, the word “from” or “since” means “from and including,” the words “to” and “until” each mean “to but excluding,” and the word “through” means “to and including.” Any reference to “days” means calendar days unless Business Days are expressly specified. Unless the context requires otherwise or unless specifically stated herein to the contrary (a) any definition of or reference to any agreement, instrument or other document herein (including of or to this Agreement) shall be construed as referring to such agreement, instrument or other document (including the exhibits, schedules and other attachments thereto), as the case may be, as from time to time amended, restated, supplemented or otherwise modified (but only to the extent such amendment, restatement, supplement or modification, as the case may be, is effected in accordance with the terms hereof and thereof), (b) any definition of or reference to any statute, rule or regulation shall be construed as referring thereto as from time to time (including prior to the date hereof) amended, supplemented or otherwise modified (including by succession of comparable successor Applicable Laws), and to all rules and regulations promulgated thereunder or pursuant thereto, (c) any reference herein to any party to this Agreement or any other agreement or document shall be deemed to refer to any Person that becomes (or became, if applicable) a successor or assign of such party (subject to any restriction on assignment set forth herein or therein), upon the occurrence thereof, and, in the case of any Governmental Authority, any other Governmental Authority that shall have succeeded to any or all functions thereof, (d) the words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (e) all references herein to articles, sections, exhibits and schedules shall be construed to refer to articles and sections of, and exhibits and schedules to, this Agreement, (f) any capitalized terms used in any exhibit or schedule to this Agreement and not otherwise defined therein shall have the meanings as defined in this Agreement and (g) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

ARTICLE II

QUALIFYING TRANSACTIONS

Section 2.01 Participation Right. ACRA 1A shall have the right to elect to participate, through itself, another ACRA Investment Entity or any of their respective Subsidiaries, in any Qualifying Transaction executed by an Athene Party during the Commitment Period (such right, the “Participation Right”); provided, however, that ALRe may, in its sole discretion, by written notice to ACRA 1A, upon a failure of ADIP (either directly or indirectly) to fund any permitted capital call by ACRA HoldCo (after giving effect to any applicable cure period in the ADIP Subscription Agreement) on behalf of itself or any other ACRA Investment Entity to which such Participation Right is assigned by ACRA 1A, suspend the Participation Right and any cooperation rights relating thereto with respect to any new Qualifying Transactions following such failure until such time that such failure is cured.

Section 2.02 Cooperation.

(a) Subject to Section 2.01, during the Commitment Period, ALRe shall, and shall cause each of the applicable Athene Parties to, and ACRA 1A shall, and shall cause each of the applicable ACRA Parties to, reasonably cooperate and work together in good faith in connection with (i) the analysis, review, diligence, structuring, negotiation and documentation with respect to each Qualifying Transaction, and (ii) the preparation, completion, execution and delivery of any agreements, instruments and documents reasonably necessary to effect each Qualifying Transaction.

(b) With respect to each Qualifying Transaction that will involve the assumption of business by any ACRA Party, ALRe shall, or shall cause each of the applicable Athene Parties to, use its reasonable best efforts to obtain any third-party

consents required, or otherwise structure such transaction such that no third-party consent is required, from the applicable Third-Party Ceding Company for the applicable ACRA Party to assume such business.

(c) Subject to the confidentiality requirements set forth in Section 4.01, with respect to each Qualifying Transaction, ALRe shall, and shall cause each other applicable Athene Party to, use its reasonable best efforts to make available to the applicable ACRA Parties all documents, data, information and other materials that the applicable Third Party makes available to the Athene Parties in connection with such Qualifying Transaction which are relevant to the analysis, review, diligence, structuring, negotiation and documentation of such Qualifying Transaction. Notwithstanding the foregoing, the Athene Parties shall not be required to share any such documents, data, information and other materials with the ACRA Parties to the extent that any Athene Parties are prohibited from sharing such information with the ACRA Parties pursuant to any Applicable Law relating to the privacy of customer information or otherwise.

Section 2.03 Election to Participate in a Qualifying Transaction.

(a) ACRA 1A may, in its sole discretion, assign its Participation Right with respect to any Qualifying Transactions to another ACRA Investment Entity.

(b) Unless ALRe and the Transaction Committee of the applicable ACRA Investment Entity agree otherwise, such ACRA Investment Entity, with the consent of its Transaction Committee, shall provide written notice to ALRe of its election to exercise its Participation Right with respect to a Qualifying Transaction no later than ten (10) Business Days before any Athene Party has executed any definitive agreement with the applicable Third Party with respect to such Qualifying Transaction (each such Qualifying Transaction with respect to which the applicable ACRA Investment Entity has exercised its Participation Right, an “Approved Qualifying Transaction”). Unless ALRe and the Transaction Committee of the applicable ACRA Investment Entity agree otherwise, if no such written notice is received by ALRe by the date set forth in the proceeding sentence, then the Participation Right with respect to such Qualifying Transaction shall be deemed rejected.

(c) In connection with the Participation Right, the applicable ACRA Investment Entity may elect to directly or indirectly (i) assume by retrocession up to a 100% quota share (the “ACRA Quota Share”) of the liabilities assumed by the applicable Athene Party in connection with any Approved Qualifying Transaction, (ii) assume by reinsurance up to the ACRA Quota Share of the annuity or insurance liabilities of any insurance company acquired in connection with any Approved Qualifying Transaction, and/or (iii) acquire direct or indirect ownership interests in entities acquired in connection with any Approved Qualifying Transaction; provided, however, that in the case of (i) and (ii) above, unless otherwise determined by mutual agreement of the applicable ACRA Investment Entity and ALRe, if a 100% quota share is not permitted by the applicable Governmental Authorities or under applicable tax guidelines, regulatory guidelines and/or contractual restrictions applicable to the applicable Athene Party or the applicable ACRA Party, then the ACRA Quota Share for such Approved Qualifying Transaction shall be the highest quota share approved by such Governmental Authorities and permitted under applicable tax guidelines, regulatory guidelines and/or contractual restrictions applicable to the applicable Athene Party or the applicable ACRA Party. Notwithstanding anything herein, with respect to any Flow Reinsurance Agreement, the applicable ACRA Party shall assume new business under such Flow Reinsurance Agreement only until the earlier of (A) the last date of the Commitment Period, (B) the date upon which ACRA 1A’s right to participate in any Qualifying Transaction during the Commitment Period has been terminated, (C) the date upon which ADIP (either directly or indirectly) has failed to fund their portion of any agreed capitalization requirements applicable to the applicable ACRA Silo in connection with such Flow Reinsurance Agreement (after giving effect to any applicable cure period in the ADIP Subscription Agreement), (D) the date such Flow Reinsurance Agreement had been terminated with respect to new business upon the mutual written consent of the parties to such Flow Reinsurance Agreement and (E) the date upon which the applicable Third-Party Underlying Reinsurance Agreement is terminated with respect to new business.

(d) Notwithstanding the foregoing, the applicable ACRA Investment Entity shall have no right to continue participating in the analysis, review, diligence, structuring, negotiation and documentation in connection with, or exercise its Participation Right with respect to, or enter into any Transaction Agreements with respect to, a Qualifying Transaction if the pricing terms offered (or expected to be offered) by the applicable ACRA Investment Entity to the Athene Parties with respect to such Qualifying Transaction are less favorable to the Athene Parties than the pricing terms of the Athene Parties with respect to the risks being assumed and/or entities being acquired, as applicable, by the Athene Parties under such Qualifying Transaction (if applicable, determined after taking into account any portion of business that is retained by any U.S. domestic Athene Party (other than entities acquired in connection with such Qualifying Transactions) and not retroceded to any ACRA Party) to the applicable Third Party.

(e) Neither (i) the Athene Parties and their Subsidiaries, on the one hand, nor (ii) the ACRA Investment Entities and their Affiliates (other than any entity referenced in clause (i)), on the other hand, will enter into any Qualifying Transactions other than pursuant to the terms and conditions of this Agreement. ACRA 1A will not enter into or participate in, or engage in discussions or negotiations with Third Parties relating to, any acquisition, reinsurance or pension risk transfer transaction, except pursuant to the terms and conditions of this Agreement.

Section 2.04 Negotiation of the Transaction Agreements.

(a) The applicable ACRA Investment Entity and the applicable Athene Party shall cooperate in connection with any Qualifying Transaction in good faith with one another in accordance with Section 2.02 in order to prepare, negotiate and execute one or more Transaction Agreements. The board of directors of the applicable ACRA Investment Entity shall have discretion to approve the terms and conditions of any Transaction Agreement, provided, that (i) the terms and conditions of the Transaction Agreements for each Approved Qualifying Transaction shall provide for the right of ALRe or another applicable Athene Party to offer to commute or otherwise terminate the ACRA Parties’ participation in such Approved Qualifying Transaction as of the Initial Commutation Date with respect to such Approved Qualifying Transaction, (ii) the terms and conditions of each ACRA Reinsurance Agreement between ALRe and ACRA 1A shall be consistent in all material respects with the terms and conditions set forth in the ACRA 1A Reinsurance Program Agreement, (iii) the terms and conditions of each ACRA Reinsurance Agreement between AARe and ACRA 1B will be consistent in all material respects with the terms and conditions set forth in the ACRA 1B Reinsurance Program Agreement, (iv) the terms and conditions of each ACRA Reinsurance Agreement between ALReI and ACRA International shall be consistent in all material respects with the terms and conditions set forth in the ACRA International Reinsurance Program Agreement, (v) the terms and conditions of each ACRA Reinsurance Agreement between ACRA 1B and any acquisition target will be consistent in all material respects with the terms and conditions set forth in the ACRA 1B Reinsurance Program Agreement and (vi) the terms and conditions of the Transaction Agreements for each Approved Qualifying Transaction other than those covered by (ii) through (v) above shall (A) contain exit rights for the applicable ACRA Investment Entity and ADIP that are no less favorable to such ACRA Investment Entity and ADIP than those set forth in the ACRA 1A Reinsurance Program Agreement, the ACRA 1B Reinsurance Program Agreement and the ACRA International Reinsurance Program Agreement and (B) with respect to any such Transaction Agreements entered into by an ACRA Investment Entity, contain operating covenants that are similar to those set forth in the ACRA 1A Reinsurance Program Agreement, provided, in each case, the applicable ACRA Investment Entity and applicable Athene Party may agree otherwise (subject to the approval of the Conflicts Committee of the applicable ACRA Investment Entity if any change to such terms and conditions is materially adverse to the applicable ACRA Party).

(b) Unless agreed to otherwise by the applicable ACRA Investment Entity and the applicable Athene Party, the parties shall finalize and execute any Transaction Agreements related to any Approved Qualifying Transaction to which they are a party, or a binding commitment with respect thereto, no later than the date upon which the Athene Parties have executed any definitive agreement with the applicable Third Party with respect to such Approved Qualifying Transaction. For the avoidance of doubt, and notwithstanding anything else herein to the contrary, the applicable Athene Party shall have no obligation hereunder to enter into any applicable Transaction Agreements with respect to an Approved Qualifying Transaction until all of the closing conditions have been satisfied and all required regulatory and third-party consents and all required internal approvals have been received with respect to such Approved Qualifying Transaction. ACRA 1A acknowledges and agrees that the Athene Parties are subject to certain internal governance and transaction approval processes that will apply to their ability to enter into Qualifying Transactions, and the Athene Parties will enter into Qualifying Transactions only in accordance with such governance and approval processes.

Section 2.05 Capital Requirements for Approved Qualifying Transactions.

(a) Notwithstanding anything in this Agreement to the contrary, with respect to any Approved Qualifying Transaction in which the applicable ACRA Investment Entity elects to participate on or after the ADIP Funding Date, the applicable ACRA Investment Entity shall, prior to the applicable ACRA Parties entering into any Transaction Agreements with respect to such Approved Qualifying Transactions, draw capital (either directly or indirectly) from ALRe and ADIP pursuant to the terms and conditions of the applicable Subscription Agreement such that prior to the execution of any such Transaction Agreement, the applicable ACRA Investment Entity, shall have received one or more capital contributions (either directly or indirectly) from ADIP and ALRe for purposes of funding such Approved Qualifying Transaction in an amount sufficient to fund (i) the purchase price or up-front ceding commission payable by the applicable ACRA Party in connection with such Approved Qualifying Transaction, (ii) any agreed expense reimbursement amounts in connection with such Approved Qualifying Transaction and (iii) any agreed capitalization requirements applicable to the applicable ACRA Silo in connection with such Approved Qualifying Transaction.

(b) Notwithstanding anything in this Agreement to the contrary, subject to Section 2.03(c), during the Commitment Period, with respect to any Flow Reinsurance Transaction, the applicable ACRA Investment Entity shall periodically draw capital (either directly or indirectly) from ALRe and ADIP, pursuant to the terms and conditions of the Subscription Agreements, to fund any agreed capitalization requirements applicable to the applicable ACRA Silo in connection with such Flow Reinsurance Transaction.

(c) Notwithstanding anything in this Agreement to the contrary, with respect to any Approved Qualifying Transaction in which the applicable ACRA Investment Entity elects to participate on or after the ADIP Funding Date, the applicable Athene Party shall have no obligation hereunder to enter into any Transaction Agreements with respect to such Approved Qualifying Transaction, and the applicable ACRA Party shall have no right hereunder to enter into any such Transaction Agreement, unless prior to the execution of such Transaction Agreement, if applicable, ADIP (either directly or indirectly) has funded its portion of any required funding amount with respect to such Approved Qualifying Transaction.

(d) For the avoidance of doubt, any capital contributed to the applicable ACRA Investment Entity with respect to any Flow Reinsurance Agreement or new Qualifying Transaction may be contributed by such ACRA Investment Entity to any ACRA Party in the applicable ACRA Silo.

(e) The ACRA Investment Entities will be subject to certain capitalization requirements and covenants relating thereto, including dividend limitations, set forth in the Fee and Capitalization Agreement.

ARTICLE III

WRAP FEE AND STEP-UP FEE

Section 3.01 Wrap Fee; Step-up Fee.

(a) Wrap Fee. Subject to Section 3.01(b) of this Agreement and Section 3.01 of the Fee and Capitalization Agreement, each ACRA Investment Entity shall pay to ALRe on an annual basis the Wrap Fee with respect to each Approved Qualifying Transaction in which such ACRA Investment Entity or any other ACRA Party that is a part of such ACRA Investment Entity’s ACRA Silo is participating. The “Wrap Fee” with respect to each Approved Qualifying Transaction shall be an amount determined in accordance with the Fee and Capitalization Agreement, which amount will generally be (i) with respect to each Approved Qualifying Transaction, other than any Flow Reinsurance Transaction, an amount equal to ten (10) to sixteen (16) basis points per annum multiplied by the total reserves of the applicable ACRA Parties with respect to such Approved Qualifying Transaction and (ii) with respect to each Flow Reinsurance Agreement, an amount equal to sixteen (16) basis points per annum multiplied by the total reserves of the applicable ACRA Parties with respect to such Flow Reinsurance Transaction. Subject to Section 3.01 of the Fee and Capitalization Agreement, in the event that, with respect to any Approved Qualifying Transaction, the applicable Athene Party does not exercise its Commutation Right with respect to such Approved Qualifying Transaction as of the Initial Commutation Date in accordance with the applicable Transaction Agreements, or the applicable ACRA Investment Entity rejects the applicable Athene Party’s exercise of its Commutation Right in accordance with the terms and conditions of the applicable Transaction Agreements, then the applicable ACRA Investment Entity’s obligation pay the Wrap Fee with respect to such Approved Qualifying Transaction shall terminate with respect to all periods following the Initial Commutation Date with respect to such Approved Qualifying Transaction.

(b) Step-up Fee. Subject to Section 3.01 of the Fee and Capitalization Agreement, in the event that, with respect to any Approved Qualifying Transaction, the applicable Athene Party does not exercise its Commutation Right with respect to such Approved Qualifying Transaction as of the Initial Commutation Date in accordance with the applicable Transaction Agreements, then ALRe shall, or shall cause the applicable Athene Party to, pay on an annual basis the Step-up Fee with respect to such Approved Qualifying Transaction to the ACRA Investment Entity in the ACRA Silo that is participating in such Approved Qualifying Transaction. The “Step-Up Fee” with respect to each Approved Qualifying Transaction shall be an amount determined in accordance with the Fee and Capitalization Agreement, which amount will generally be determined in the same manner as the Wrap Fee.

ARTICLE IV

CONFIDENTIALITY; JOINDER

Section 4.01 Confidentiality.

(a) Each party hereby agrees that any information made available to any Receiving Party pursuant to this Agreement or the Fee and Capitalization Agreement (which, for the avoidance of doubt, shall include any information provided by any applicable Third Party in connection with any Qualifying Transaction), shall be deemed to be “Confidential Information.” Except to the extent permitted by Section 4.01(b) or as may be necessary to effect the terms of this Agreement, no Receiving Party shall share or otherwise provide any Confidential Information to any Third Party or make any public announcement concerning the transactions contemplated by this Agreement or otherwise publicly announce any term or provision of this Agreement, the Fee and Capitalization Agreement, the Reinsurance Program Agreements or any Transaction Agreements. Each Receiving Party shall comply with all obligations and requirements relating to Confidential Information made available by a Third Party in connection with a Qualifying Transaction to which a Disclosing Party is subject under any non-disclosure agreement to which such Disclosing Party is a party relating to such Qualifying Transaction. “Confidential Information” shall not include information that (i) is, or becomes, generally available to the public other than as a result of a breach of this Agreement by a Receiving Party, (ii) any Receiving Party receives or has received on a non-confidential basis from a source other than a Disclosing Party, provided, that such source is not known by the Receiving Party to be subject to a legal, fiduciary or other obligation of confidentiality with respect to such information, (iii) the Receiving Party can establish that such information was already in its possession and is not subject to an obligation of confidentiality to the Disclosing Party or (iv) the Receiving Party has developed, or subsequently develops, independently without reference to any Confidential Information. A Receiving Party may share any Confidential Information with any of its Affiliates or Subsidiaries that have a need to know such information in the regular course of their business.

(b) Notwithstanding the foregoing, each Receiving Party shall be permitted to disclose certain information that may constitute Confidential Information in order to (i) comply with its reporting obligations to its direct and indirect investors and equity holders, if any, provided that such investors and equity holders are subject to confidentiality obligations that are no less protective of such Confidential Information than the confidentiality obligations set forth in this Agreement and (ii) to the extent reasonably necessary, to comply with any tax or regulatory requirements, including any requirements from state insurance regulators and the Securities and Exchange Commission.

Section 4.02 Joinder. ACRA 1A shall cause each other ACRA Investment Entity to enter into a joinder agreement with the parties hereto which binds such ACRA Investment Entity to the terms, conditions, rights and obligations set forth herein with respect to an ACRA Investment Entity (each such agreement, a “Joinder Agreement”). Each ACRA Investment Entity acknowledges and agrees that as a condition precedent (a) for any ACRA Investment Entity to exercise any Participation Rights hereunder or (b) for any ACRA Party to enter into any Transaction Agreement with respect to any Approved Qualifying Transaction, that in the case of clause (a), such ACRA Investment Entity, and in the case of clause (b), the ACRA Investment Entity that is a part of such ACRA Party’s ACRA Silo, must either be a party to this Agreement and the Fee and Capitalization Agreement as of the date hereof or must become a party hereto through the execution of a Joinder Agreement and a party to the Fee and Capitalization Agreement through the execution of a joinder agreement in accordance with the terms and conditions thereof.

ARTICLE V

TERM; TERMINATION

Section 5.01 Duration.

(a) This Agreement shall commence on the date hereof and, except as otherwise agreed by the parities hereto in writing, (i) subject to Section 2.01, after the Commitment Period, this Agreement shall terminate automatically upon (A) the termination of all outstanding ACRA Reinsurance Agreements or such time that each ACRA Party has no further liabilities with respect to any outstanding ACRA Reinsurance Agreements and (B) none of the ACRA Parties continuing to own any equity or other interest in any entity it owns through its participation in any Approved Qualifying Transaction contemplated in clause (a) of the definition of “Qualifying Transaction” (or any other acquisition transaction that qualifies as a Qualifying Transaction upon mutual consent of the applicable parties), and (ii) this Agreement may be terminated by the mutual written consent of the parties; provided, that under no circumstances shall any termination of this Agreement relieve any party from liability for any breach of this Agreement occurring prior to such termination or from its obligations under Section 4.01.

(b) The rights and obligations of the parties under Sections 2.01, 2.02, 2.03 and 2.04 with respect to participating in any Qualifying Transaction shall terminate on the last day of the Commitment Period (unless terminated earlier in accordance with Section 2.01).

ARTICLE VI

REPRESENTATIONS AND WARRANTIES

Section 6.01 Representations and Warranties of ALRe. ALRe hereby represents and warrants to each ACRA Investment Entity as of the date hereof as follows:

(a) Organization and Qualification. ALRe is duly incorporated, validly existing and in good standing under the laws of Bermuda and has all requisite corporate power and authority to operate its business as now conducted, except for failures to be in good standing that, individually or in the aggregate, do not have, and would not reasonably be expected to have, a material adverse effect on ALRe’s ability to perform its obligations under this Agreement.

(b) Authorization. ALRe has the corporate power and authority to execute, deliver and carry out the terms and provisions of this Agreement and has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement. ALRe has duly executed and delivered this Agreement, and this Agreement constitutes the legal, valid and binding obligation of ALRe enforceable against ALRe in accordance with its terms, except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Applicable Laws affecting creditors’ rights generally and general principles of equity, regardless of whether enforcement is sought in a proceeding in equity or at law.

(c) No Conflict. None of the execution, delivery or performance by ALRe of this Agreement, its compliance with the terms and provisions hereof or the consummation of the transactions contemplated herein, (i) will require any applicable waiting period of, consent, approval or non‑disapproval of, registration or filing with, or other action by, any Governmental Authority or other Person, except such as have been obtained or made and are in full force and effect, (ii) will violate any applicable provision of any Applicable Law or any writ, injunction, order or decree of any Governmental Authority applicable to ALRe, (iii) will violate or conflict with any provision of the Constituent Documents of ALRe or (iv) will result in a breach of, or constitute a default (or event which, with the giving of notice or lapse of time, or both, would become a default) under, or give

any Person any rights of termination, acceleration or cancellation, or result in the creation or imposition of (or the obligation to create or impose) any Lien upon any of the property or assets of ALRe pursuant to the terms of, any indenture, mortgage, deed of trust, loan agreement, credit agreement or other material agreement or instrument to which ALRe is a party or by which it or any of its property or assets are bound or to which it may be subject, or, except, in the case of each of clauses (ii) and (iv), where such breach, default, termination, acceleration, cancellation or Lien would not reasonably be expected, individually or in the aggregate, to result in a material adverse effect on ALRe’s ability to perform its obligations under this Agreement.

(d) Governmental Licenses. ALRe has all licenses, certificates of authority or other similar certificates, registrations, franchises, permits, approvals or other similar authorizations issued by Governmental Authorities (collectively, “Permits”) necessary to conduct its business as currently conducted, except in such cases where the failure to have a Permit has not had and would not reasonably be expected to have a material adverse effect on ALRe’s ability to perform its obligations under this Agreement. All Permits that are material to the conduct of ALRe’s business are valid and in full force and effect.

Section 6.02 Representations and Warranties of the ACRA Investment Entities. ACRA 1A hereby represents and warrants to ALRe as of the date hereof, and each other ACRA Investment Entity hereby represents and warrants to ALRe as of the date such ACRA Investment Entity executes a Joinder Agreement, as follows:

(a) Organization and Qualification. Such ACRA Investment Entity is duly incorporated, validly existing and in good standing under the laws of Bermuda and has all requisite corporate power and authority to operate its business as now conducted, except for failures to be in good standing that, individually or in the aggregate, do not have, and would not reasonably be expected to have, a material adverse effect on such ACRA Investment Entity’s ability to perform its obligations under this Agreement.

(b) Authorization. Such ACRA Investment Entity has the corporate power and authority to execute, deliver and carry out the terms and provisions of this Agreement and has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement. Such ACRA Investment Entity has duly executed and delivered this Agreement, and this Agreement constitutes the legal, valid and binding obligation of such ACRA Investment Entity enforceable against such ACRA Investment Entity in accordance with its terms, except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Applicable Laws affecting creditors’ rights generally and general principles of equity, regardless of whether enforcement is sought in a proceeding in equity or at law.

(c) No Conflict. None of the execution, delivery or performance by such ACRA Investment Entity of this Agreement, its compliance with the terms and provisions hereof or the consummation of the transactions contemplated herein, (i) will require any applicable waiting period of, consent, approval or non‑disapproval of, registration or filing with, or other action by, any Governmental Authority or other Person, except (x) such as have been obtained or made and are in full force and effect and (y) any actions necessary to obtain licensure as an insurance company with the Bermuda Monetary Authority, (ii) will violate any applicable provision of any Applicable Law or any writ, injunction, order or decree of any Governmental Authority applicable to such ACRA Investment Entity, (iii) will violate or conflict with any provision of the Constituent Documents of such ACRA Investment Entity or (iv) will result in a breach of, or constitute a default (or event which, with the giving of notice or lapse of time, or both, would become a default) under, or give any Person any rights of termination, acceleration or cancellation, or result in the creation or imposition of (or the obligation to create or impose) any Lien upon any of the property or assets of such ACRA Investment Entity pursuant to the terms of, any indenture, mortgage, deed of trust, loan agreement, credit agreement or other material agreement or instrument to which such ACRA Investment Entity is a party or by which it or any of its property or assets are bound or to which it may be subject, or, except, in the case of each of clauses (ii) and (iv), where such breach, default, termination, acceleration, cancellation or Lien would not reasonably be expected, individually or in the aggregate, to result in a material adverse effect on such ACRA Investment Entity’s ability to perform its obligations under this Agreement.

(d) Governmental Licenses. Each ACRA Party that is a part of such ACRA Investment Entity’s ACRA Silo will have all Permits necessary to conduct its business as currently contemplated prior to engaging or transacting such business, except in such cases where the failure to have a Permit would not reasonably be expected to have a material adverse effect on such ACRA Party’s ability to perform its obligations under this Agreement. All Permits that are material to the conduct of each ACRA Party’s, that is a part of such ACRA Investment Entity’s ACRA Silo, business will be valid and in full force and effect prior to such ACRA Investment Entity engaging in or transacting such business.

ARTICLE VII

DISPUTE RESOLUTION

Section 7.01 Arbitration.

(a) If the parties cannot mutually resolve a dispute that arises or relates to this Agreement, including, without limitation, the validity of this Agreement, then such dispute will be finally settled by arbitration in accordance with the provisions of this Article VII.

(b) To initiate arbitration, any party will notify the other parties of its desire to arbitrate, stating the nature of the dispute and the remedy sought.

(c) Any arbitration pursuant to this Section 7.01 will be conducted before a panel of three (3) arbitrators who will be (i) current or former officers of life insurance or life reinsurance companies other than the parties to this Agreement, their Affiliates or Subsidiaries, or (ii) other professionals with experience in life insurance or reinsurance that have not performed services for either party or their Affiliates or Subsidiaries within the five (5) years preceding the initiation of such arbitration. Each of the arbitrators will be familiar with the prevailing customs and practices for reinsurance in the life insurance and life reinsurance industry in the United States and Bermuda. ALRe will appoint one arbitrator and the ACRA Investment Entities will appoint one arbitrator, and the two (2) so appointed will select the third arbitrator who shall be independent and impartial. If either ALRe or the ACRA Investment Entities refuse or fail to appoint an arbitrator within sixty (60) days after the other party/parties has given written notice to such party/parties of its arbitrator appointment, the party/parties that has given notice may appoint the second arbitrator. If the two (2) arbitrators do not agree on a third arbitrator within thirty (30) days of the appointment of the second arbitrator, then the third arbitrator shall be selected by the ARIAS‑U.S. Umpire Selection Procedure (available at www.ARIAS‑US.org), subject to the arbitrator qualification requirements of this paragraph.

(d) Each arbitration hearing under this Agreement will be held on the date set by the arbitrators at a mutually agreed upon location. In no event will this date be later than six (6) months after the appointment of the third arbitrator. As soon as possible, the arbitrators will establish arbitration procedures as warranted by the facts and issues of the particular case. Notwithstanding Section 8.01, the arbitration and this Section 7.01 shall be governed by Title 9 (Arbitration) of the United States Code.

(e) The decision of the arbitrators will be made by majority rule and will be final and binding on the parties that participated in such arbitration, unless: (i) the decision was procured by corruption, fraud or other undue means; (ii) there was evident partiality by an arbitrator or corruption in any of the arbitrators or misconduct prejudicing the rights of any party; or (iii) the arbitrators exceeded their powers. Subject to the preceding sentence, none of the parties that participated in such arbitration may seek judicial review of the decision of the arbitrators. The arbitrators shall enter an award which shall do justice between the parties that participated in such arbitration and the award shall be supported by written opinion; provided, however, that in no event shall the arbitrators award any punitive, special, incidental, treble, bad faith, tort, exemplary or consequential damages.

(f) Unless the arbitrators decide otherwise, each party that participates in an arbitration will bear the expense of its own arbitration activities, including its appointed arbitrator and any outside attorney and witness fees. The parties participating in an arbitration will jointly bear the expense of the third arbitrator.

(g) ALRE AND EACH ACRA INVESTMENT ENTITY HEREBY WAIVE ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY MATTER ARISING OUT OF OR RELATING TO THIS AGREEMENT.

ARTICLE VIII

MISCELLANEOUS

Section 8.01 Governing Law and Jurisdiction.

(a) This Agreement shall be governed by and construed in accordance with Bermuda law (without regard to any choice of law or conflict of law principles or rules that would cause the application of any laws or rules of any other jurisdiction). The parties agree that the courts in Bermuda have jurisdiction to hear any matter relating to compelling arbitration or enforcing the judgment of an arbitral panel, and the parties hereby consent to such jurisdiction. Each party hereby waives, to the fullest extent permitted by law, any objection it may now or hereafter have to the laying of such venue, or any claim that a proceeding has been brought in an inconvenient forum. In addition, ALRe and each ACRA Investment Entity hereby consent to service of process out of such courts at the addresses set forth in Section 8.06.

(b) The provisions of this Section 8.01 are not meant to supplement any arbitration or other dispute resolution process contained in Article VII, the Fee Capitalization Agreement, any Reinsurance Program Agreement or any Transaction Agreement. In this regard, and for the avoidance of doubt, this Section 8.01 is not meant to conflict with, supersede or serve as a condition precedent to the arbitration or other dispute resolution process contained in Article VII, the Fee and Capitalization Agreement, any Reinsurance Program Agreement or any Transaction Agreement.

Section 8.02 Offset and Recoupment Rights.

(a) Any debits or credits incurred in favor of or against an ACRA Party, on the one hand, or an Athene Party, on the other hand, with respect to this Agreement are deemed mutual debits or credits, as the case may be, and, to the fullest extent permitted under Applicable Law, may be set off and recouped, and only the net balance shall be allowed or paid.

(b) Notwithstanding anything to the contrary in this Agreement, the Fee and Capitalization Agreement, any Reinsurance Program Agreement or any Transaction Agreement, any Athene Party and any ACRA Party shall have the right

hereunder, to the fullest extent permitted under Applicable Law, to offset or recoup any undisputed amounts due or owing by it (or to become due or owing) to any other Person under this Agreement against any undisputed amounts due or owing by such other Person under any Transaction Agreement to it; provided, however, that (i) any Athene Party may only apply such offset or recoupment to any ACRA Party that comprises the ACRA Silo in which the applicable ACRA Party so owing the Athene Party comprises and (ii) any ACRA Party may only apply such offset or recoupment to the applicable Athene Party if such Athene Party has amounts due or owing to any ACRA Party that comprises the same ACRA Silo as the ACRA Party so owed. For the avoidance of doubt, any debits or credits incurred in favor of or against an ACRA Party from one ACRA Silo may not be set off or recouped against any debits or credits incurred in favor of or against an ACRA Party from a different ACRA Silo.

(c) The rights of offset and recoupment set forth in this Section 8.02 (i) are in addition to any rights of offset that may exist under Applicable Law and (ii) may be enforced notwithstanding any other provision of this Agreement, the Fee and Capitalization Agreement, any Reinsurance Program Agreement or any Transaction Agreement.

Section 8.03 Severability. It is the desire and intent of the parties that the provisions of this Agreement be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular provision of this Agreement shall be adjudicated by a court of competent jurisdiction to be invalid, prohibited or unenforceable for any reason, such provision, as to such jurisdiction, shall be ineffective, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction. Notwithstanding the foregoing, if such provision could be more narrowly drawn so as not to be invalid, prohibited or unenforceable in such jurisdiction, it shall, as to such jurisdiction, be so narrowly drawn, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.

Section 8.04 Binding Effect; Assignment; No Third Party Benefit. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, legal representatives, successors and permitted assigns. Except as otherwise expressly provided in this Agreement, neither this Agreement nor any of the rights, interests, or obligations hereunder shall be assigned by any party without the consent of the other parties. Nothing in this Agreement, express or implied, is intended to or shall confer upon any Person other than the parties hereto, and their respective heirs, legal representatives, successors, and permitted assigns, any rights, benefits, or remedies of any nature whatsoever under or by reason of this Agreement.

Section 8.05 Amendments; Waivers.

(a) Neither this Agreement nor any provisions hereof may be amended or modified except pursuant to an agreement or agreements in writing entered into by all of the parties hereto. Neither this Agreement nor any provisions hereof may be waived except pursuant to an instrument in writing executed by each party waiving compliance.

(b) No failure or delay by a party hereto in exercising any right, power, or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of each party hereunder are cumulative and are not exclusive of any rights or remedies that it would otherwise have.

Section 8.06 Notices.

(a) All notices, requests, consents and other communications hereunder to any party shall be deemed to be sufficient if contained in a written instrument delivered in person or sent by facsimile, electronic mail or nationally-recognized overnight courier, addressed to such party at the address set forth below or such other address as may hereafter be designated in writing by such party to the other parties:

(i) if to ACRA 1A, to:

Athene Co-Invest Reinsurance Affiliate 1A Ltd.

Second Floor, Washington House 16 Church Street

Hamilton, HM 11 Bermuda Attention: Legal Department Telecopy: (441) 279-8410 Email: legalbda@athene.bm

(ii) if to ALRe, to:

Athene Life Re Ltd.

Second Floor, Washington House 16 Church Street

Hamilton, HM 11 Bermuda Attention: Legal Department Telecopy: (441) 279-8410 Email: legalbda@athene.bm

All such notices, requests, consents and other communications shall be deemed to have been delivered and received (A) in the case of personal delivery or delivery by facsimile or electronic mail, on the date of such delivery and (B) in the case of dispatch by nationally-recognized overnight courier, on the next Business Day following such dispatch.

(b) Each party hereto may change the names or addresses where notice is to be given by providing notice to the other party of such change in accordance with this Section 8.06.

Section 8.07 Entire Agreement. This Agreement and the other agreements contemplated herein constitute the entire agreement between the parties relating to the subject matter hereof and supersede any and all prior agreements and understandings, both written and oral, relating to the subject matter hereof; provided, however, that any actions properly taken prior to the date hereof pursuant to the Original Agreement are not intended to be invalidated by this Agreement. The parties hereto represent and warrant that there are no other agreements or understandings, written or oral, regarding any of the subject matter hereof other than as set forth herein and covenant not to enter into any such agreements or understandings after the date hereof, except pursuant to an amendment, modification or waiver of the provisions of this Agreement. Nothing in this Agreement shall be construed to amend, modify or change the Original Agreement (including any previous amendments thereto) for any period of time prior to the date hereof.

Section 8.08 Counterparts; Effectiveness. This Agreement may be executed by the parties hereto in any number of counterparts (and by different parties hereto on different counterparts), each of which shall be deemed an original, but all of which shall constitute one and the same agreement. Delivery of an executed counterpart or signature page of this Agreement by telecopy or email with PDF attachment shall be effective as delivery of a manually executed counterpart of this Agreement.

Section 8.09 Further Assurances. Each party hereto shall do and perform or cause to be done and performed all such further acts and things and shall execute and deliver all such other agreements, certificates, instruments and documents as any other party hereto reasonably may request in order to carry out the provisions of this Agreement and the consummation of the transactions contemplated hereby.

Section 8.10 Injunctive Relief. The parties hereto acknowledge and agree that irreparable damage would occur in the event any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement without posting a bond, and shall be entitled to enforce specifically the provisions of this Agreement, in any court of competent jurisdiction in Bermuda, in addition to any other remedy to which the parties may be entitled under this Agreement or at law or in equity.

Section 8.11 Survival. Section 4.01, Article V, Article VII and this Article VIII shall survive the termination of this Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first written above.

ATHENE CO-INVEST REINSURANCE AFFILIATE 1A LTD.

By: /s/ Bradley Molitor

Name: Bradley Molitor

Title: Chief Financial Officer

ATHENE LIFE RE LTD.

By: /s/ Natasha Scotland Courcy

Name: Natasha Scotland Courcy

Title: SVP, General Counsel

Document

EXHIBIT 10.25

ACRA INVESTMENT ENTITIES

AMENDED AND RESTATED

SHAREHOLDERS AGREEMENT

DATED AS OF DECEMBER 31, 2021

EXHIBIT 10.25


			TABLE OF CONTENTS


						Page #
			ARTICLE I DEFINITIONS; CERTAIN RULES OF CONSTRUCTION
			1.1........ Definitions			2
			1.2........ Certain Rules of Construction			9

			Article II FRAMEWORK
			2.1........ Capital Stock			9
			2.2........ New ACRA Investment Entities			9
			2.3........ Amendment of ACRA Governing Documents			10
			2.4........ Amendment of ACRA HoldCo Governing Documents			10

			Article III SHARES
			3.1........ Future Shareholders and Transfers			10
			3.2........ Limitations on Transfers			10
			3.3........ Co‑Sale Rights			11
			3.4........ Preemptive Rights			12
			3.5........ Approved Sale; Sale of an ACRA Investment Entity; Approved Reorganization			13
			3.6........ Information Rights; Covenants			14
			3.7........ ACRA HoldCo Class A Common Share Preference and ACRA HoldCo Class B Common Share Preference			15
			3.8........ Agreement to Provide Certain Information; AEOI			16
			3.9........ Board of Directors			17
			3.10........ HoldCo Board of Directors			18
			3.11........ Acquisitions and Capitalization			18
			3.12........ Sales between Shareholders			18
			3.13........ Treaty			20

			Article IV MISCELLANEOUS
			4.1........ Termination			20
			4.2........ Governing Law; Consent to Jurisdiction and Venue; Waiver of Jury Trial			20
			4.3........ Severability			20
			4.4........ Assignments; Successors and Assigns			20
			4.5........ Amendments; Waivers			20
			4.6........ Notices			21
			4.7........ Headings			22
			4.8........ Nouns and Pronouns			22
			4.9........ Entire Agreement; Inconsistency			22
			4.10........ Counterparts			22
			4.11........ Further Assurances			22
			4.12........ Remedies			22
			4.13........ No Conflicting Agreements			22
			4.14........ Confidentiality			23

			Schedule A-1.....… Shareholdings of ACRA – Class A Common Shares			i
			Schedule A-2.....… Shareholdings of ACRA – Class B Common Shares			ii
			Schedule A-3.....… Shareholdings of ACRA HoldCo – Class A Common Shares			iii
			Schedule A-4.....… Shareholdings of ACRA HoldCo – Class B Common Shares			iv
			Schedule B.....… Current ACRA Directors			v

EXHIBIT 10.25


			Exhibit A.....… Form of Joinder Agreement			vi
			Annex I-1.....… Shareholdings of the New ACRA Investment Entity – Class A Common Shares			viii
			Annex I-2.....… Shareholdings of the New ACRA Investment Entity – Class B Common Shares			ix
			Annex II.....… New ACRA Investment Entity Directors			x

EXHIBIT 10.25

This AMENDED AND RESTATED SHAREHOLDERS AGREEMENT, dated as of December 31, 2021 (this “Agreement”), is made by and among Athene Co-Invest Reinsurance Affiliate Holding Ltd., a Bermuda exempted company (“ACRA HoldCo”), 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, ADIP E and any additional limited partnership formed for the purpose of investing in ACRA that executes a counterpart to this Agreement (if such Person is not then a party to this Agreement), the “Co-Investors” and each, a “Co-Investor”), Athene Life Re Ltd., a reinsurance company organized under the laws of Bermuda (“ALRe”), Athene Asset L.P., a limited partnership organized under the laws of Bermuda (“AALP”), and, following execution of a Joinder Agreement (as defined below), any alternative investment vehicles formed from time to time in which an Athene Investor (as defined below) and the Co-Investors will make a direct investment for purposes of entering into Qualifying Transactions (as defined below) (each such alternative investment vehicle formed whose direct economic owners include an Athene Investor and the Co-Investors, a “New ACRA Investment Entity” and, together with ACRA HoldCo, the “ACRA Investment Entities”). ACRA, ACRA HoldCo, the Co-Investors, ALRe, AALP and, immediately following execution of a Joinder Agreement, any New ACRA Investment Entities, are the “Parties” and each a “Party” to this Agreement.

RECITALS

WHEREAS, ACRA and ALRe entered into that certain Amended and Restated Master Framework Agreement, originally entered into as of September 11, 2019 and amended and restated as of the date hereof (the “Master Agreement”), pursuant to which ACRA has the right, subject to the terms and conditions set forth in the Master Agreement, to elect to participate in Qualifying Transactions;

WHEREAS, pursuant to the Master Agreement, the board of directors of ACRA (the “Board”) may, in its sole discretion, exercise its rights to participate in Qualifying Transactions through any New ACRA Investment Entities, in which case ACRA will assign its right to participate in the applicable Qualifying Transactions to the applicable ACRA Investment Entity; and

WHEREAS, in order to provide for the continued stability of the business and policies of ACRA, ALRe, the Co-Investors and ACRA previously entered into that certain Shareholders Agreement, dated as of October 1, 2019 (as amended, the “Original Agreement”);

WHEREAS, Athene Holding Ltd (“Athene”), a Bermuda exempted company and the indirect parent of ALRe, is party to that certain Agreement and Plan of Merger, dated as of March 8, 2021, by and among Athene, Apollo Global Management, Inc. (“Apollo”), Tango Holdings, Inc. (“Tango Holdings”), Blue Merger Sub, Ltd. and Green Merger Sub, Inc., pursuant to which the parties have agreed to effect a merger of Athene and Apollo such that, following the closing of the transactions contemplated thereby, each of Athene and Apollo will be a wholly owned subsidiary of Tango Holdings (the foregoing transactions, collectively, the “Merger”);

WHEREAS, prior to the date hereof, ALRe (a) formed ACRA HoldCo, and (b) subsequently transferred all of the issued and outstanding shares of ACRA HoldCo to AALP in order to effect the Reorganization (as defined below);

WHEREAS, in accordance with Section 3.5 of the Original Agreement, ACRA will undergo an Approved Reorganization (as defined therein), whereby, among other things, (a) the Shareholders (as defined below) will each contribute all of their shares in ACRA to ACRA HoldCo in exchange for an equal number of shares of ACRA HoldCo and (b) ACRA HoldCo will thereafter hold 100% of the issued and outstanding shares of capital stock of ACRA (the foregoing transactions, collectively, the “Reorganization”);

WHEREAS, prior to the consummation of the Transfer (as defined below), ALRe owned shares of ACRA representing 100% of the voting rights and 36.55% of the economic interests in ACRA;

WHEREAS, prior to the date hereof, (a) Athene formed AALP as a subsidiary of ALRe and (b) ALRe thereafter contributed shares representing all of its voting and economic interest in ACRA to AALP (such contribution, the “AALP Transfer”);

WHEREAS, following the AALP Transfer and prior to the consummation of the Reorganization, AALP owned shares of ACRA representing 100% of the voting rights and 36.55% of the economic interest in ACRA, and the Co-Investors owned, directly or indirectly, shares of ACRA representing 63.45% of the economic interests in ACRA;

EXHIBIT 10.25

directly or indirectly, shares of ACRA HoldCo representing 63.45% of the economic interests in ACRA HoldCo, and ACRA HoldCo will own shares of ACRA representing 100% of the voting rights and economic interests in ACRA;

WHEREAS, following the consummation of the Reorganization (a) each Co-Investor will, directly or indirectly, own that number of ACRA HoldCo Class A-1 Common Shares (as defined herein), ACRA HoldCo Class A-2 Common Shares (as defined herein) and ACRA HoldCo Class A-3 Common Shares (as defined herein) set forth opposite such Co-Investor’s name on Schedule A-3 and (b) the Co-Investors may each in the future own and/or commit to subscribe for an amount of New ACRA Investment Entity Class A Common Shares (as defined below) as set forth in the applicable Joinder Agreement, as any such New ACRA Investment Entity is formed from time to time hereafter;

WHEREAS, following the consummation of the Reorganization, AALP (a) will, directly or indirectly, own that number of ACRA HoldCo Class B Common Shares (as defined below) set forth opposite AALP’s name on Schedule A-3 and (b) may in the future own and/or commit to subscribe for an amount of New ACRA Investment Entity Class B Common Shares (as defined below) as set forth in the applicable Joinder Agreement, as any such New ACRA Investment Entity is formed from time to time hereafter;

WHEREAS, in connection with the Reorganization and the Merger, the Parties desire to amend and restate the Original Agreement, effective as of the date hereof, subject to the terms, conditions and limitations set forth herein.

ACCORDINGLY, in consideration of the mutual covenants and agreements contained in this Agreement, the sufficiency of which is hereby acknowledged, the Parties agree as follows:

ARTICLE I

DEFINITIONS; Certain RULES OF CONSTRUCTION

1.1 Definitions. The following terms have the following meanings:

“AALP” has the meaning set forth in the preamble.

“AALP Transfer” has the meaning set forth in the recitals.

“ACRA” has the meaning set forth in the preamble.

“ACRA Board Third Party Transfer Approval” has the meaning set forth in Section 3.2(a).

“ACRA Boards” means the Board and any New ACRA Investment Entity Board.

“ACRA Bye‑laws” means the Second Amended and Restated Bye-laws of ACRA in effect as of the date hereof, as amended, supplemented or modified from time to time.

“ACRA Class A Common Shares” means ACRA’s class A common shares, par value $1.00 per share.

“ACRA Class B Common Shares” means ACRA’s class B common shares, par value $1.00 per share.

“ACRA HoldCo” has the meaning set forth in the preamble.

“ACRA HoldCo Bye‑laws” means the Bye-laws of ACRA HoldCo in effect as of the date hereof, as amended, supplemented or modified from time to time.

“ACRA HoldCo Class A-1 Common Shares” means ACRA HoldCo’s class A-1 common shares, par value $1.00 per share.

“ACRA HoldCo Class A-2 Common Shares” means ACRA HoldCo’s class A-2 common shares, par value $1.00 per share.

“ACRA HoldCo Class A-3 Common Shares” means ACRA HoldCo’s class A-3 common shares, par value $1.00 per share.

“ACRA HoldCo Class A Common Shares” means, collectively, the ACRA HoldCo Class A-1 Common Shares, the ACRA HoldCo Class A-2 Common Shares and the ACRA HoldCo Class A-3 Common Shares.

“ACRA HoldCo Class B Common Shares” means ACRA HoldCo’s class B common shares, par value $1.00 per share.

“ACRA Information” has the meaning set forth in Section 3.2(a).

EXHIBIT 10.25

“ACRA Investment Entities” has the meaning set forth in the preamble.

“ADIP A” has the meaning set forth in the preamble.

“ADIP B” has the meaning set forth in the preamble.

“ADIP C” has the meaning set forth in the preamble.

“ADIP D” has the meaning set forth in the preamble.

“ADIP E” has the meaning set forth in the preamble.

“ADIP Lux” has the meaning set forth in the preamble.

“ADIP Nominees” has the meaning set forth in Section 3.9(a)(iii).

“ADIP Subscription Agreement” means that certain Amended and Restated Subscription Agreement, originally entered into on September 11, 2019 in connection with the Private Placement and amended and restated as of the date hereof, by and among each Co-Investor, ACRA, ACRA HoldCo and any New ACRA Investment Entity that executes a joinder to such agreement.

“Affiliate” means, as to any Person, any Person which directly or indirectly controls, is controlled by, or is under common control with such Person. For purposes of this definition, “control” of a Person shall mean the power, direct or indirect, to direct or cause the direction of the management and policies of such Person whether by ownership of voting stock, by contract or otherwise. For the avoidance of doubt, none of the following groups of Persons shall be considered “Affiliates” of each other for purposes of this Agreement (a) Apollo and its Subsidiaries, including Athene and its Subsidiaries (following the consummation of the Merger) or (b) the ACRA Investment Entities and their Subsidiaries.

“AEOI Compliance Failure” has the meaning set forth in Section 3.8(b)(iv).

“AEOI Regimes” has the meaning set forth in Section 3.8(b).

“Agreement” has the meaning set forth in the preamble.

“ALRe” has the meaning set forth in the preamble.

“Apollo” has the meaning set forth in the recitals.

“Apollo/Athene Representative” has the meaning set forth in Section 3.9(a)(ii).

“Apollo Group” means (i) Apollo, (ii) Athene, (iii) Athora, (iv) AAA Guarantor – Athene, L.P., (v) any investment fund or other collective investment vehicle whose general partner or managing member is owned, directly or indirectly, by Apollo or by one or more of Apollo’s Subsidiaries, (vi) BRH Holdings GP, Ltd. and its shareholders, and (vii) any Affiliate of a Person described in clause (i) through (vi) above; provided, none of (x) the ACRA Investment Entities, (y) any Subsidiary of the ACRA Investment Entities or (z) any Person employed by Athene or Athora or any of their respective Subsidiaries, the ACRA Investment Entities or any of their Subsidiaries or ISG or any of its Subsidiaries, shall be deemed for this purpose to be a member of the Apollo Group. For the avoidance of doubt, with respect to clause (ix) of this definition of “Apollo Group,” any Person managed by Apollo or one or more of its Subsidiaries pursuant to a managed account agreement (or similar arrangement) without Apollo or any of its Subsidiaries controlling such Person as a general partner or managing member shall not be part of the Apollo Group. The inclusion of Athene and Athora and their respective Subsidiaries in the Apollo Group is solely deemed for purposes of the provisions of this Agreement, and is thus referenced without any prejudice from an accounting, regulatory or control perspective.

“Apollo Representative” has the meaning set forth in Section 3.9(a)(ii).

“Applicable Law” means, with respect to any Person, all provisions of laws, statutes, ordinances, rules, regulations, permits, certificates, judgments, decisions, decrees or orders of any Governmental Authority applicable to such Person.

“Approved Reorganization” has the meaning set forth in Section 3.5(a).

“Approved Sale” has the meaning set forth in Section 3.5(a).

EXHIBIT 10.25

“Athene” has the meaning set forth in the recitals.

“Athene Group” means Athene and its Subsidiaries; provided, that (x) no other member of the Apollo Group, (y) none of the ACRA Investment Entities or any of their Subsidiaries (including, for the avoidance of doubt, ACRA HoldCo and its Subsidiaries) and (z) no Person employed by Athene, the Apollo Group, the ACRA Investment Entities, ISG or any of their respective Subsidiaries, shall be deemed to be a member of the Athene Group.

“Athene Investor” means (i) ALRe and (ii) any direct or indirect Subsidiary of ALRe that (x) is wholly owned by (A) ALRe or (B) ALRe together with directors, officers or other employees of ALRe or its Affiliates and (y) holds Class B Common Shares of any ACRA Investment Entity, as set forth in Schedule A-4 hereto or, with respect to any New ACRA Investment Entity, as set forth on Annex I-2 of the applicable Joinder Agreement.

“Athene Nominees” has the meaning set forth in Section 3.9(a)(ii).

“Athene Representative” has the meaning set forth in Section 3.9(a)(ii).

“Athene Subscription Agreement” means that certain Amended and Restated Subscription Agreement, originally entered into as of September 11, 2019 in connection with the Private Placement and amended and restated as of the date hereof, by and among ALRe, ACRA, ACRA HoldCo and any New ACRA Investment Entity that executes a joinder to such agreement.

“Athora” means Athora Holding Ltd.

“Board” has the meaning set forth in the recitals.

“Bye‑laws” means the ACRA HoldCo Bye-laws, the ACRA Bye-laws and any New ACRA Investment Entity Bye-laws.

“Call Notice” has the meaning set forth in the Subscription Agreements.

“Capital Call” has the meaning set forth in the Subscription Agreements.

“Chairman” has the meaning set forth in Section 3.9(a)(ii).

“Class A Common Shares” means the ACRA HoldCo Class A Common Shares and any New ACRA Investment Entity Class A Common Shares.

“Class B Common Shares” means the ACRA HoldCo Class B Common Shares and any New ACRA Investment Entity Class B Common Shares.

“Class A Shareholders” means the Shareholders owning Class A Common Shares.

“Class B Shareholders” means the Shareholders owning Class B Common Shares.

“Closing Date” has the meaning set forth in the ADIP Subscription Agreement.

“Code” means the U.S. Internal Revenue Code of 1986, as amended.

“Co-Investors” has the meaning set forth in the preamble.

“Co‑Sale Notice” has the meaning set forth in Section 3.3(a).

“Co‑Sale Offeree” has the meaning set forth in Section 3.3(a).

“Commitment” means, with respect to each Shareholder, each Share for which such Shareholder has agreed to subscribe for by paying the applicable purchase price for such Share in the amount and manner set forth in the applicable Subscription Agreement.

“Common Shares” means the Class A Common Shares and the Class B Common Shares held at any time during the term of this Agreement by any Shareholder.

“Confidential Information” has the meaning set forth in Section 4.14(b).

EXHIBIT 10.25

“Conflicts Committee” has the meaning set forth in Section 3.9(a)(viii).

“Director” means a director of ACRA or any ACRA Investment Entity.

“Eligible Shareholders” has the meaning set forth in Section 3.4(a).

“Equity Securities” means all shares of capital stock of any ACRA Investment Entity or any of their respective Subsidiaries, all securities exercisable or convertible into or exchangeable for shares of capital stock of any ACRA Investment Entity or any of their respective Subsidiaries, and all options, warrants, and other rights to purchase or otherwise acquire from any ACRA Investment Entity or any of their respective Subsidiaries shares of such capital stock, including any share appreciation or similar rights, contractual or otherwise.

“Excluded Securities” means (i) Equity Securities issued in respect of or in exchange for all Shares on a pro rata basis by way of a dividend, distribution, share split, reverse share split, merger, consolidation, reorganization, recapitalization or similar transaction, (ii) Equity Securities issued upon exercise, conversion or exchange of any options, warrants, rights or other convertible securities outstanding as of the date hereof or issued after the date hereof in accordance with the terms of this Agreement or the Organizational Documents, (iii) Equity Securities issued to a third party financing source (which is not a Class B Shareholder or an Affiliate of a Class B Shareholder, or an Affiliate of an ACRA Investment Entity) in connection with a debt financing of any ACRA Investment Entity and/or any of their respective Subsidiaries, (iv) Equity Securities issued to ceding companies or other insurance companies in connection with any reinsurance agreements, (v) Equity Securities issued to a seller or sellers of a business or the assets thereof (which is not a member of the Apollo Group or the Athene Group) or issued to any other un-Affiliated Persons, in each case, in connection with any ACRA Investment Entity’s (or any of their respective Affiliates’) acquisition of such seller’s or sellers’ business or the assets thereof, whether such acquisition is in the form of a merger, consolidation, asset purchase or other similar business combination, (vi) Equity Securities issued or distributed in connection with a transaction permitted under Section 3.5 or Section 3.12(b)(i), (vii) Equity Securities issued at any time to directors, officers, employees or consultants of any ACRA Investment Entity or ISG pursuant to an ACRA HoldCo Board or an ACRA Board approved option or incentive plan of any ACRA Investment Entity or ISG and (viii) any Equity Securities issued to a Shareholder in connection with the funding in full of a capital call of such Shareholder related to an outstanding Commitment; provided, that in the case of clauses (i) through (vi), if and only to the extent such issuances or distributions are approved by the applicable ACRA Board.

“FATCA” has the meaning set forth in Section 3.8(b).

“Feeder Funds” means, collectively, the limited partners of each Co-Investor.

“FFI Agreement” has the meaning ascribed to it under the AEOI Regimes.

“Furnishing Parties” has the meaning set forth in Section 4.14(b).

“Future Shareholder” has the meaning set forth in Section 3.1.

“General Partner” has the meaning set forth in Section 3.9(a)(iii).

“GAAP” means U.S. generally accepted accounting principles.

“Governmental Authority” means any Bermudian, U.S. Federal, state, county, city, local or other governmental, administrative or regulatory authority, commission, committee, agency or body (including any court, tribunal or arbitral body and any self-regulating authority).

“Group” means:

(a) in the case of any Shareholder who is an individual and not a Class B Shareholder, (i) such Shareholder, (ii) any spouse, parent, sibling or descendant of such Shareholder, (iii) all trusts for the benefit of such Shareholder or any spouse, parent, sibling or descendants of such Shareholder and (iv) all Persons principally owned by and/or organized or operating for the benefit of any of the foregoing;

(b) in the case of any Shareholder which is a partnership and not a Class B Shareholder, (i) such Shareholder and (ii) its limited, special and general partners;

(c) in the case of any Shareholder which is a corporation or a limited liability company and not a Class B Shareholder, (i) such Shareholder and (ii) its shareholders or members as the case may be; and

(d) in the case of any Class B Shareholder, the Athene Group.

“HoldCo Board” means the board of directors of ACRA HoldCo.

EXHIBIT 10.25

“Independent Director” means any Director that does not have (and such Director’s immediate family members do not have) a material financial or other relationship with Athene or Apollo (or any of their Affiliates), as determined by the applicable ACRA Board, the HoldCo Board or a duly authorized committee thereof. Without limiting the foregoing, (a) no officer or employee of any ACRA Investment Entity or any of their respective Subsidiaries shall constitute an Independent Director and (b) no officer or employee of (i) any member of the Apollo Group described in clauses (i) through (viii) of the definition of “Apollo Group” or (ii) Apollo or any of its Subsidiaries (excluding any Subsidiary that constitutes any portfolio company (or investment) of (A) an investment fund or other investment vehicle whose general partner, managing member or similar governing person is owned, directly or indirectly, by Apollo or by one or more of its Subsidiaries or (B) a managed account agreement (or similar arrangement) whereby Apollo or one or more of its Subsidiaries serves as general partner, managing member or in a similar governing position) shall constitute an Independent Director.

“Initial Subscribing Shareholder” has the meaning set forth in Section 3.4(d).

“Insolvency Event” means: (a) an ACRA Investment Entity or any Subsidiary thereof shall commence a voluntary case or other Proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar Applicable Law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other Proceeding commenced against it, or shall make a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing; (b) an involuntary case or other Proceeding shall be commenced against an ACRA Investment Entity or any Subsidiary thereof seeking liquidation, reorganization or other relief with respect to it or its debts under bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, and such involuntary case or other Proceeding shall remain undismissed and unstayed for a period of sixty (60) days; or (c) an order for relief shall be entered against an ACRA Investment Entity or any Subsidiary thereof under the bankruptcy laws in effect at such time.

“Investment Company Act” means the United States Investment Company Act of 1940, as amended from time to time, and the rules and regulations promulgated thereunder, and any successor statute.

“IRS” has the meaning set forth in Section 3.8(b)(i).

“ISG” means Apollo Insurance Solutions Group LP (or any successor entity thereto).

“Joinder Agreement” has the meaning set forth in Section 2.2(a).

“Limited Partners” means, collectively, the limited partners of each Feeder Fund.

“Liquidation” means: (a) any Insolvency Event; (b) any Sale of an ACRA Investment Entity; or (c) any dissolution or winding up of an ACRA Investment Entity, other than any dissolution, liquidation or winding up in connection with any reincorporation of an ACRA Investment Entity in another jurisdiction.

“Master Agreement” has the meaning set forth in the recitals.

“Merger” has the meaning set forth in the recitals.

“New ACRA Investment Entity” has the meaning set forth in the preamble.

“New ACRA Investment Entity Board” means the board of directors of any New ACRA Investment Entity.

“New ACRA Investment Entity Bye‑laws” means the bye-laws of each New ACRA Investment Entity that executes a Joinder Agreement, in effect as of the date such Joinder Agreement is executed, as amended, supplemented or modified from time to time.

“New ACRA Investment Entity Class A Common Shares” means the class A common shares of each New ACRA Investment Entity, the par value of such class A common shares to be set forth in the Joinder Agreement executed by such New ACRA Investment Entity.

“New ACRA Investment Entity Class B Common Shares” means the class B common shares of each New ACRA Investment Entity, the par value of such class B common shares to be set forth in the Joinder Agreement executed by such New ACRA Investment Entity.

“New Securities” means all newly-issued Equity Securities other than Excluded Securities.

EXHIBIT 10.25

“Nominee” has the meaning set forth in Section 3.5(d).

“Organizational Documents” means the Certificate of Incorporation, the Memorandum of Association and the Bye‑laws of each ACRA Investment Entity in effect as of the date hereof (or, with respect to any New ACRA Investment Entity, in effect as of the date such New ACRA Investment Entity executes a Joinder Agreement), as the same may be amended, modified or supplemented after the date hereof.

“Original Agreement” has the meaning set forth in the recitals.

“Other Eligible Shareholder” has the meaning set forth in Section 3.4(d).

“Parties” has the meaning set forth in the preamble.

“Pecuniary Value” means, with respect to any Shares in connection with any proposed Transfer, the portion of the aggregate consideration from such Transfer that such Shareholder would have received if the aggregate consideration for such Transfer (in the case of an asset sale, after payment or provision for all liabilities) had been distributed by an ACRA Investment Entity in a Liquidation after giving effect to Bye-law 4 of the applicable Bye-laws.

“Permitted Transfer” means:

(a) any Transfer made in compliance with:

(i) Section 3.3 of this Agreement; or

(ii) Section 3.5 of this Agreement; or

(b) any Transfer of Shares by a Class A Shareholder to an Affiliate of such Class A Shareholder or any limited partner or member (or Affiliate thereof) of such Class A Shareholder;

(c) any pledge of capital stock by a Shareholder to, and any foreclosure and subsequent Transfer of capital stock by, a bona fide commercial bank or other lending institution to the extent such capital stock secures any loan, credit facility or other financing permitted hereunder;

(d) any Transfer of Shares by a Class B Shareholder to any member of the Athene Group; or

(e) any other Transfer designated by either (i) the Conflicts Committee or (ii) a majority of the Independent Directors of the applicable ACRA Board or the HoldCo Board (at the applicable ACRA Board’s or the HoldCo Board’s discretion) as a Permitted Transfer, including pursuant to a request by a Shareholder under Section 3.2(a) of this Agreement.

Other than pursuant to clause (e) above, a Transfer shall not be a Permitted Transfer if it would (i) cause any ACRA Investment Entity to be required to register under the Investment Company Act, (ii) cause ACRA, ACRA HoldCo or any other relevant ACRA Investment Entity to fail to qualify for the benefits of the Treaty or (iii) subject any ACRA Investment Entity or any member of the Athene Group or any of their respective Affiliates to adverse tax or regulatory requirements (other than de minimis requirements of general applicability).

“Person” shall be construed in the broadest sense and means and includes a natural person, a company, an enterprise, a partnership, a corporation, an association, a joint stock company, a limited liability company, a trust, a joint venture, an unincorporated organization and any other entity and any federal, state, municipal, foreign or other government, governmental department, commission, board, bureau, agency or instrumentality, or any private or public court or tribunal.

“Preemptive Offer” has the meaning set forth in Section 3.4(a).

“Preemptive Offeror” has the meaning set forth in Section 3.4(a).

“Preemptive Period” has the meaning set forth in Section 3.4(a).

“Private Placement” has the meaning set forth in the Subscription Agreements.

“Pro Rata Amount” means, as of the date of determination, with respect to any ACRA Investment Entity and any Shareholder of such ACRA Investment Entity, the quotient obtained by dividing (a) the aggregate number of outstanding Class A Common Shares and Class B Common Shares held by such Shareholder as of such date of determination by (b) the aggregate number of outstanding Class A Common Shares and Class B Common Shares held by all Shareholders or class of Shareholders (as applicable) as of such date of determination.

EXHIBIT 10.25

“Proceeding” means any action, suit, lawsuit, customer claim, warranty claim, insurance claim, counterclaim, proceeding or investigation at law, or in equity, or by or before any Governmental Authority.

“Purchase Notice” has the meaning set forth in Section 3.4(b).

“Qualifying Transaction” has the meaning set forth in the Master Agreement.

“Reorganization of an ACRA Investment Entity” means a transaction pursuant to which (a) (i) a corporation, partnership, limited liability company or other business entity is formed (such entity, the “New Holding Company”) to hold all or a majority of the Equity Securities and (ii) a contribution of such Equity Securities is made to the New Holding Company in exchange for the issuance of capital stock of the New Holding Company to the holders of such Equity Securities; or (b) an ACRA Investment Entity is restructured or reorganized to, among other things, increase the tax efficiency of such ACRA Investment Entity and its Subsidiaries by, among other things, distributing equity interests of its Subsidiaries to the Shareholders. A Reorganization of an ACRA Investment Entity may be effected by means of a sale, contribution and/or exchange of shares, a merger, recapitalization, consolidation, transfer or other transaction; provided, that after giving effect to any Reorganization of an ACRA Investment Entity, each Shareholder’s Pro Rata Amount or pro rata share of the New Holding Company, as applicable, and their pro rata indirect economic interests in the business of such ACRA Investment Entity and its Subsidiaries or of the New Holding Company, vis à vis one another and all other Shareholders and holders of other Equity Securities, shall be the same as immediately prior to such Reorganization of an ACRA Investment Entity.

“Reorganization” has the meaning set forth in the recitals.

“Representatives” has the meaning set forth in Section 4.14(a).

“Sale of an ACRA Investment Entity” has the meaning ascribed to “Sale of the Company” in the applicable Bye‑laws.

“Securities Act” means the Securities Act of 1933, as amended.

“Shares” means, without duplication, (a) with respect to the Class A Shareholders, the Class A Common Shares and (b) with respect to the Class B Shareholders, the Class B Common Shares; provided, however, that for purposes of Section 3.9, “Shares” shall instead refer to the shares of ACRA held by ACRA HoldCo.

“Shareholders” means each Athene Investor and the Co-Investors; provided, however, that for purposes of Section 3.9, “Shareholder” shall instead refer to ACRA HoldCo in its capacity as the sole shareholder of ACRA.

“Subscription Agreements” means, collectively, the ADIP Subscription Agreement and the Athene Subscription Agreement.

“Subscription Increase Notice” has the meaning set forth in the ADIP Subscription Agreement.

“Subscription Period” has the meaning set forth in the ADIP Subscription Agreement.

“Subsidiary” means, with respect to any given Person, any other Person in which the first Person directly or indirectly owns or controls the majority of the equity securities or voting securities able to elect the board of directors or comparable governing body.

“Tag-Along Notice” has the meaning set forth in Section 3.3(b).

“Tango Holdings” has the meaning set forth in the recitals.

“Third Party” means, any Person that is not (a) an ACRA Investment Entity or any of its Affiliates, (b) a member of the Apollo Group or (c) a member of the Athene Group.

“Third Party Transfer” has the meaning set forth in Section 3.2(a).

“Third Party Transfer Notice” has the meaning set forth in Section 3.2(a).

“Total Commitment” has the meaning set forth in the ADIP Subscription Agreement.

“Total Shares” has the meaning set forth in the ADIP Subscription Agreement.

EXHIBIT 10.25

“Total Voting Power” means, with respect to each ACRA Investment Entity, the total votes attributable to all shares of such ACRA Investment Entity issued and outstanding, as adjusted pursuant to the applicable Bye-laws.

“Transfer” means to sell, transfer, assign, pledge, hypothecate, encumber in any way or otherwise dispose of Shares (including any economic or voting interests with respect to such Shares and including by way of hedging and other derivative transaction that limits or eliminates economic risk), either voluntarily or involuntarily and with or without consideration, excluding by employees to an ACRA Investment Entity upon a termination of employment.

“Transferee” means any Person to whom a Shareholder shall Transfer Shares.

“Treaty” means the Convention between the Government of the United States of America and the Government of the United Kingdom of Great Britain and Northern Ireland for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with respect to Taxes on Income and Capital Gains, singed at London, England on July 24, 2001, as amended.

1.2 Certain Rules of Construction. For all purposes of this Agreement, except as otherwise expressly provided for herein or unless the context of this Agreement otherwise requires:

(a) whenever the words “include,” “includes” or “including” are used in this Agreement they shall be deemed to be followed by the words “without limitation”;

(b) the words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement, and article, section, schedule and exhibit references refer to this Agreement unless otherwise specified;

(d) a reference herein to any party to this Agreement or any other agreement or document shall be deemed to refer to any Person that becomes (or became, if applicable) a permitted successor or permitted assign of such party, upon the occurrence thereof;

(e) a reference herein to any agreement or other document is to such agreement or other document (together with the schedules, exhibits and other attachments thereto) as it may have been or may hereafter be amended, modified, supplemented, waived or restated from time to time in accordance with its terms and the terms hereof (if applicable thereto); and

(f) a reference herein to any legislation or to any provision of any legislation includes any modification or re-enactment thereof (including prior to the date hereof), any legislative provision substituted therefor and all regulations and rules issued thereunder or pursuant thereto.

ARTICLE II

FRAMEWORK

2.1 Capital Stock.

(a) The capital stock of ACRA shall consist of the ACRA Class A Common Shares and the ACRA Class B Common Shares. Subject to the ACRA Bye-laws and Section 2.3, the ACRA Class B Common Shares shall, at all times, hold one hundred percent (100%) of the Total Voting Power of ACRA.

(b) The capital stock of ACRA HoldCo shall consist of the ACRA HoldCo Class A Common Shares and the ACRA HoldCo Class B Common Shares. Subject to the ACRA HoldCo Bye-laws, the ACRA HoldCo Class B Common Shares shall, at all times, hold one hundred percent (100%) of the Total Voting Power of ACRA HoldCo.

2.2 New ACRA Investment Entities.

(a) ACRA and ALRe hereby agree to cause each New ACRA Investment Entity to execute a counterpart to this Agreement promptly upon the formation of such New ACRA Investment Entity by executing a joinder agreement, a form of which is attached hereto as Exhibit A (a “Joinder Agreement”). Each New ACRA Investment Entity shall be bound by, and entitled to the benefits of, the provisions of this Agreement immediately upon execution of such Joinder Agreement.

(b) The capital stock of each New ACRA Investment Entity shall be divided into and shall consist of the New ACRA Investment Entity Class A Common Shares, which will be held in each case by the Co-Investors, and the New ACRA Investment Entity Class B Common Shares, which will be held in each case by an Athene Investor. Subject to the applicable Bye-laws and Section 2.3, the New ACRA Investment Entity Class B Common Shares of each New ACRA

EXHIBIT 10.25

Investment Entity will hold one hundred percent (100%) of the Total Voting Power of the applicable New ACRA Investment Entity. The New ACRA Investment Entity Class A Common Shares shall, in the aggregate, constitute 63.45% (or such other percentage as determined in accordance with Section 3.11(b)) of the capital stock of each New ACRA Investment Entity, and the New ACRA Investment Entity Class B Common Shares shall, in the aggregate, constitute 36.55% (or such other percentage as determined in accordance with Section 3.11(b)) of the capital stock of each New ACRA Investment Entity, unless otherwise agreed to by ALRe and ACRA.

(c) For the avoidance of doubt, this Section 2.2 shall not apply to any existing or newly-formed subsidiary of an ACRA Investment Entity (including any subsidiary of a New ACRA Investment Entity).

2.3 Amendment of ACRA Governing Documents. ACRA and ALRe shall consult with and not act contrary to the advice of the applicable Class A Shareholders, received in writing, based on the affirmative vote of the advisory board of the Feeder Funds, with respect to the amendment of the following documents or provisions: (a) the voting rights provided in Bye-law 4.2 of the ACRA Bye-laws and corresponding bye-laws contained in each New ACRA Investment Entity Bye-laws, (b) the rights to receive dividends and other payments provided in Bye-law 4.4 and Bye-law 16 of the ACRA Bye-laws and corresponding bye-laws contained in each New ACRA Investment Entity Bye-laws, (c) the conversion rights provided in Bye-law 4.5 of the ACRA Bye-laws and corresponding bye-laws contained in each New ACRA Investment Entity Bye-laws, (d) the conflicts rights provided in Bye-law 64 and Bye-law 65 of the ACRA Bye-laws and corresponding bye-laws contained in each New ACRA Investment Entity Bye-laws, (e) the charter of any ACRA Investment Entity’s Conflicts Committee if such amendment is materially adverse to the Co-Investors and (f) this Section 2.3 and Section 3.9 of this Agreement. ALRe shall not proceed with any such amendment under consideration described in this Section 2.3 to which the Class A Shareholders object in the manner described above.

2.4 Amendment of ACRA HoldCo Governing Documents. ACRA HoldCo and ALRe shall consult with and not act contrary to the advice of the applicable Class A Shareholders, received in writing, based on the affirmative vote of the advisory board of the Feeder Funds, with respect to the amendment of the following documents or provisions: (a) the voting rights provided in Bye-law 4.2 of the ACRA HoldCo Bye-laws, (b) the rights to receive dividends and other payments provided in Bye-law 4.4 and Bye-law 16 of the ACRA HoldCo Bye-laws, (c) the conversion rights provided in Bye-law 4.5 of the ACRA HoldCo Bye-laws, (d) the conflicts rights provided in Bye-law 64 and Bye-law 65 of the ACRA Bye-laws, (e) the charter of any ACRA Investment Entity’s Conflicts Committee if such amendment is materially adverse to the Co-Investors and (f) this Section 2.4 and Section 3.10 of this Agreement. ALRe shall not proceed with any such amendment under consideration described in this Section 2.4 to which the Class A Shareholders object in the manner described above.

ARTICLE III

3.1 Future Shareholders and Transfers. Unless otherwise waived in its sole discretion by the HoldCo Board or the applicable ACRA Board, the applicable ACRA Investment Entity shall require that each Person that acquires capital stock of an ACRA Investment Entity after the date hereof (or, in the case of a New ACRA Investment Entity, each Person that acquires capital stock of such New ACRA Investment Entity after the date such New ACRA Investment Entity executes a Joinder Agreement) (a “Future Shareholder”), as a condition to the effectiveness of such acquisition, execute a counterpart to this Agreement (if such Person is not then a party to this Agreement), agreeing to be treated as a Class A Shareholder or a Class B Shareholder, as applicable. Notwithstanding the foregoing, in the event that (a) any Co-Investor acquires Equity Securities from an ACRA Investment Entity, an Athene Investor and/or any other Class A Shareholder, in each case, such Equity Securities shall be deemed Class A Common Shares and shall be bound by, and entitled to the benefits of, the provisions of this Agreement and the Bye-laws applicable to Class A Common Shares and Class A Shareholders and (b) an Athene Investor acquires Equity Securities from an ACRA Investment Entity or a Class A Shareholder, in each case, such Equity Securities shall be deemed Class B Common Shares and shall be bound by, and entitled to the benefits of, the provisions of this Agreement and the Bye-laws applicable to Class B Common Shares and Class B Shareholders.

3.2 Limitations on Transfers.

(a) Subject to Section 3.2(b) and, in the case of a proposed Transfer by a Shareholder under clause (e) of the definition of Permitted Transfer, this Section 3.2(a), a Shareholder may Transfer Shares if such Transfer is a Permitted Transfer, and otherwise no Shareholder shall be permitted to Transfer any Shares held by such Shareholder or Commitments of such Shareholder to subscribe for additional Shares. For the avoidance of doubt, no Transfer that would cause ACRA, ACRA HoldCo or any other relevant ACRA Investment Entity to fail to qualify for the benefits of the Treaty shall be permitted hereunder. In the event a Shareholder requests that a proposed Transfer be approved by the applicable ACRA Board as contemplated by clause (e) of the definition of Permitted Transfer, such Shareholder may Transfer all or any of the Shares and Commitments held at the time of the proposed Transfer by such Shareholder to a Third Party (a “Third Party Transfer”) upon approval of the applicable ACRA Board of such Third Party Transfer, which approval shall not be unreasonably withheld (any such approval, an “ACRA Board Third Party Transfer Approval”), and the satisfaction of the following conditions: (i) the Shareholder shall have delivered prior written notice to the applicable ACRA Investment Entity, identifying the proposed

EXHIBIT 10.25

Transferee and describing in reasonably sufficient detail the terms and conditions of the proposed Third Party Transfer (a “Third Party Transfer Notice”) accompanied by a written legal opinion (which may be an opinion of internal corporate and securities legal counsel of the Shareholder), if requested by the applicable ACRA Investment Entity, addressed to the applicable ACRA Investment Entity, and reasonably satisfactory in form and substance to the applicable ACRA Investment Entity, to the effect that the proposed Third Party Transfer (A) will be made in compliance with applicable securities laws and may be effected without registration under, or subject the applicable ACRA Investment Entity to ongoing reporting obligations under, applicable securities laws, (B) will not cause the applicable ACRA Investment Entity to be required to register under the Investment Company Act and (C) will not subject the applicable ACRA Investment Entity, ALRe or any of their respective Affiliates to additional regulatory requirements (other than de minimis requirements of general applicability) and (ii) the proposed Transferee shall have executed a confidentiality agreement on terms reasonably acceptable to the applicable ACRA Investment Entity; provided, that the primary business or other material business operations of proposed Transferee or any Affiliate of such proposed Transferee is not in the business of underwriting and/or insuring or reinsuring life insurance, annuities, or similar products anywhere in the world nor is such proposed Transferee or any Affiliate thereof an Affiliate of any entity conducting such business, unless the applicable ACRA Investment Entity in its sole discretion waives such requirement. Subject to an ACRA Board Third Party Approval and the satisfaction of the condition described in clause (ii) of the immediately preceding sentence, the applicable ACRA Investment Entity shall co-operate reasonably with the Shareholder to facilitate the delivery of information to the proposed Transferee regarding the applicable ACRA Investment Entity and the applicable Shares (“ACRA Information”) that is reasonably necessary for the proposed Transferee to evaluate the proposed Third Party Transfer; provided, that the applicable ACRA Investment Entity shall not be required to deliver any ACRA Information that (x) it reasonably determines constitutes material non-public information or the disclosure of which the applicable ACRA Investment Entity reasonably believes to be prohibited by agreement or Applicable Law or would result in a waiver of the attorney-client privilege or (y) the disclosure of which the applicable ACRA Investment Entity reasonably believes would have an adverse effect on the applicable ACRA Investment Entity or any of its Affiliates. Any purported Transfer in violation of the provisions of this Section 3.2(a) shall be null and void and shall have no force or effect.

(b) Notwithstanding anything herein to the contrary, no Transfer of any Shares by any Shareholder shall become effective unless and until the Transferee executes and delivers to the applicable ACRA Investment Entity a counterpart to this Agreement in form and substance reasonably satisfactory to the HoldCo Board or the applicable ACRA Board, unless such Transferee is already subject to this Agreement. Any Transfer of Shares by any such Shareholder not in accordance with this paragraph shall be null and void and shall have no force or effect, shall not be recorded on the books of the applicable ACRA Investment Entity, and shall not be recognized by the applicable ACRA Investment Entity.

(c) Each Co-Investor and any Future Shareholder that is an entity that was formed for the sole purpose of directly or indirectly acquiring Shares or that has no substantial assets other than Shares or direct or indirect interests in Shares agrees that (i) no common shares or other instruments reflecting equity interests may be Transferred (including any Transfer or issuance by the applicable ACRA Investment Entity) to any Person other than in accordance with the terms and provisions of this Agreement as if such common shares or other instruments reflecting equity interests were Shares and (ii) any Transfer of such common shares or other instruments reflecting equity interests shall be deemed to be a transfer of a pro rata number of Shares hereunder.

3.3 Co‑Sale Rights.

(a) If at any time any Athene Investor proposes to Transfer to a Third Party (the “Co‑Sale Offeree”) any Shares of an ACRA Investment Entity owned by such Athene Investor that, together with all of the Shares of such ACRA Investment Entity previously Transferred by any Athene Investor, represent in excess of ten percent (10%) of ALRe’s direct or indirect equity interest in such ACRA Investment Entity, ALRe shall, at least fifteen (15) business days before such Transfer deliver a notice (the “Co‑Sale Notice”) to the applicable ACRA Investment Entity and the Class A Shareholders of the applicable ACRA Investment Entity setting forth the material terms in connection with such proposed Transfer, including (i) the number of Shares to which the Co‑Sale Notice relates and the name and address of the Co‑Sale Offeree, (ii) the proposed amount and type of consideration and the terms and conditions of payment offered by the Co‑Sale Offeree, (iii) a description of the anticipated required indemnities by ALRe (and any Class A Shareholder of the applicable ACRA Investment Entity that may elect to participate in the proposed Transfer pursuant to this Section 3.3) and the Co-Sale Offeree and (iv) an indication that the Co‑Sale Offeree has been informed of the co-sale rights provided for in this Section 3.3 and has agreed to purchase Shares in accordance with the terms hereof. For the avoidance of doubt, the granting of a pledge or security interest in any Shares owned by an Athene Investor shall not be subject to this Section 3.3.

(b) Within fifteen (15) business days after delivery of the Co‑Sale Notice by ALRe, each Class A Shareholder of the applicable ACRA Investment Entity may elect to participate in the proposed Transfer by delivering to such Co‑Sale Offeree a notice (the “Tag-Along Notice”) specifying the number of Class A Common Shares up to his, her or its Pro Rata Amount of such Common Shares, with respect to which such Class A Shareholder intends to exercise his, her or its rights under this Section 3.3. If none of the Class A Shareholders of the applicable ACRA Investment Entity give ALRe a timely Tag-Along Notice with respect to the sale proposed in the Co‑Sale Notice, the Athene Investor may thereafter sell the Shares specified in the Co‑Sale Notice on terms and conditions no more favorable, in all material respects, in the aggregate, than the terms and conditions set forth in the Co‑Sale Notice. If one or more of the Class A Shareholders of the applicable ACRA Investment Entity

EXHIBIT 10.25

give ALRe a timely Tag-Along Notice, then ALRe shall use commercially reasonable efforts to cause the Co‑Sale Offeree(s) to agree to acquire all Shares identified in all Tag-Along Notices that are timely given to ALRe, at an aggregate price equal to the Pecuniary Value of such Shares and upon other terms and conditions no less favorable, in all material respects, in the aggregate, than such other terms and conditions set forth in the Co‑Sale Notice. If the Co‑Sale Offeree(s) are unwilling or unable to acquire all Shares proposed to be included in such sale upon such terms, then ALRe may elect either to cancel such proposed sale or to allocate the maximum number of Shares that the Co‑Sale Offeree is willing to purchase among the Athene Investor and the Class A Shareholders of the applicable ACRA Investment Entity giving timely Tag-Along Notices in proportion to each such Shareholder’s Pro Rata Amount in relation to the Pro Rata Amount of the Athene Investor and all participating Class A Shareholders of the applicable ACRA Investment Entity; provided, that, in such circumstances, the amount of Shares set forth in each such Class A Shareholder’s Tag-Along Notices (and which shall be allocated to the prospective purchase as set forth above) shall be allocated proportionately between the Class A Common Shares of such Class A Shareholders to the extent possible.

(c) The Athene Investor shall not Transfer any Shares to the Co‑Sale Offeree unless such Transfer complies with this Section 3.3 and is otherwise Transferred in accordance with this Agreement.

(d) In the event that the Transfer between the Athene Investor and the Co‑Sale Offeree is not completed by the later of: (i) one hundred twenty (120) days following the delivery of the Co‑Sale Notice or, if required for such Transfer, one hundred twenty (120) days after the respective regulatory approval or regulatory clearance has been obtained or the respective regulatory waiting period has expired; and (ii) thirty (30) days following the satisfaction or waiver by the parties thereto of (A) all of the conditions set forth in the definitive documentation related to such Transfer (if applicable) and (B) if clause (A) does not apply, then all of the conditions identified in the Co‑Sale Notice, ALRe shall serve a new Co‑Sale Notice to the applicable ACRA Investment Entity and the applicable Class A Shareholders under Section 3.3(a) and permit the applicable Class A Shareholders to deliver a new Tag-Along Notice under Section 3.3(b) before completing the Transfer.

(e) Notwithstanding the foregoing, ALRe shall not be required to comply with the provisions of this Section 3.3 with respect to any Shareholder or any limited partner of any Shareholder, Co-Investor or Feeder Fund who is a Co‑Sale Offeree to the extent such compliance (i.e., such Transfer pursuant to this Section 3.3) would require registration of such Transferred Shares, or subject any ACRA Investment Entity to ongoing reporting obligations, under the securities laws of any jurisdiction where any ACRA Investment Entity or ALRe would not otherwise be required to do so but for this Section 3.3, or would otherwise (i) subject any ACRA Investment Entity or ALRe to general taxation in a jurisdiction in which such ACRA Investment Entity or ALRe were not previously subject to taxation, (ii) cause ACRA, ACRA HoldCo or any other relevant ACRA Investment Entity to fail to qualify for the benefits of the Treaty or (iii) require any ACRA Investment Entity or ALRe to consent to general service of process in any jurisdiction where they are not currently subject to any such requirement.

(f) For purposes of this Section 3.3, “Third Party” shall not be deemed to include (i) any Person which has directly or indirectly invested in, or otherwise has ownership interests in, an investment fund managed or advised by Apollo Management Holdings, L.P. or its Affiliates, if the applicable Transfer is from such investment fund to such Person; or (ii) any directors, officers, employees or Affiliates of Apollo, Athene, the ACRA Investment Entities or any of their respective Subsidiaries.

3.4 Preemptive Rights.

(a) If at any time from time to time (i) ACRA HoldCo or any of its Subsidiaries, or (ii) any time after the formation of a New ACRA Investment Entity, such New ACRA Investment Entity or any of its Subsidiaries ((i) and (ii), a “Preemptive Offeror”), proposes to offer New Securities to any Person after the date hereof (or, in the case of a New ACRA Investment Entity, after the date such New ACRA Investment Entity executes its Joinder Agreement), the Preemptive Offeror, as applicable, shall, prior to such offer, deliver to all Shareholders of the applicable ACRA Investment Entity an offer (the “Preemptive Offer”) for such Shareholders that are able to certify to the Preemptive Offeror, as the case may be, that they are “accredited investors” (as such term is defined in Rule 501 pursuant to the Securities Act) (the “Eligible Shareholders”), to purchase that number of New Securities in connection with such proposed offering of New Securities, so that each such Shareholder would, in the aggregate, after the issuance or sale of all of such New Securities in connection with the proposed offering, hold the same Pro Rata Amount of shares of the applicable Preemptive Offeror as was held by such Shareholder prior to such issuance and sale (or, in regard to the issuance and sale by a Subsidiary of a Preemptive Offeror, its Pro Rata Amount of such New Securities). Such issue shall be at the same price and the New Securities issued to each such Shareholder shall have no less favorable terms and conditions as are applicable to the New Securities received by all other purchasers of such New Securities. The Preemptive Offer shall state (A) that the applicable Preemptive Offeror proposes to issue New Securities, (B) the amount of New Securities to be issued, (C) the terms of the New Securities, (D) the purchase price of the New Securities, (E) the portion of the New Securities available for purchase by such Shareholder and (F) any other material terms of the proposed issuance. The Preemptive Offer shall remain open and irrevocable for a period of fifteen (15) business days (the “Preemptive Period”) from the date of its delivery.

(b) Each Eligible Shareholder may accept the Preemptive Offer by delivering to the Preemptive Offeror a written notice (the “Purchase Notice”) within the Preemptive Period. At the closing of the issuance of such New Securities, all of the parties to the transaction shall execute such customary documents as are otherwise necessary or appropriate to effect the

EXHIBIT 10.25

transaction set forth in the Preemptive Offer. If after the Preemptive Period expires, the Preemptive Offeror proposes to offer New Securities to any Person on terms that differ from those set forth in the Preemptive Offer, the Preemptive Offeror or such Subsidiary, as the case may be, shall make a new Preemptive Offer setting forth such modified terms.

(c) The issuance of New Securities to the Eligible Shareholders who delivered a Purchase Notice shall be made on a business day, as designated by the Preemptive Offeror, not more than thirty (30) days after expiration of the Preemptive Period on those terms and conditions of the Preemptive Offer not inconsistent with this Section 3.4.

(d) Notwithstanding anything to the contrary contained herein, the Preemptive Offeror may, in order to expedite the issuance of New Securities hereunder, issue all or a portion of such New Securities to one or more Persons (each, an “Initial Subscribing Shareholder”), without complying with the provisions of this Section 3.4; provided, that, prior to such issuance, either (i) each Initial Subscribing Shareholder agrees to offer to sell to each Eligible Shareholder who is not an Initial Subscribing Shareholder (each such Shareholder, an “Other Eligible Shareholder”) such Other Eligible Shareholder’s respective Pro Rata Amount (excluding for the purposes of this calculation Shares held by Shareholders who are not Eligible Shareholders) of such New Securities on the same terms and conditions as issued to the Initial Subscribing Shareholders and in a manner which provides such Other Eligible Shareholder with rights substantially similar to the rights outlined in Sections 3.4(a) through (c) above (with such differences limited to differences reasonably necessary to reflect differences in the nature of the transactions) or (ii) the Preemptive Offeror shall offer to sell an additional amount of New Securities to each Other Eligible Shareholder only in an amount and manner which provides such Other Eligible Shareholder with rights substantially the same as the rights outlined in Sections 3.4(a) through (c) (with such differences limited to differences reasonably necessary to reflect differences in the nature of the transactions). The Initial Subscribing Shareholders and the Preemptive Offeror, as applicable, shall offer to sell such New Securities to each Other Eligible Shareholder within the Preemptive Period. In the event New Securities are sold to an Initial Subscribing Shareholder pursuant to this Section 3.4(d), the Preemptive Offeror shall not, and shall cause its applicable Subsidiary to not, declare or pay any dividend or enter into an Approved Sale until the completion of any transaction entered into with each Other Eligible Shareholder pursuant to clause (i) or (ii) above, without the consent of such Other Eligible Shareholder.

(e) Each Eligible Shareholder who elects not to purchase all or any portion of the New Securities made available to such Eligible Shareholder pursuant to this Section 3.4 hereby waives any and all rights and claims it may have with respect to or arising out of the New Securities not purchased by such Eligible Shareholder and the issuance thereof against the Preemptive Offeror, any other Shareholder, and each of their respective officers, directors, employees, agents and Affiliates.

(f) For purposes of this Section 3.4, each Eligible Shareholder may aggregate his, her or its Pro Rata Amount among other Shareholders of the applicable ACRA Investment Entity in his, her or its Group to the extent that other Shareholders of the applicable ACRA Investment Entity in his, her or its Group do not elect to purchase their respective Pro Rata Amounts.

(g) Notwithstanding the foregoing, the Preemptive Offerors shall not be required to comply with the provisions of this Section 3.4 (i) to the extent such compliance (i.e., such issuance pursuant to this Section 3.4) would (A) require registration of any New Securities where the Preemptive Offeror would not otherwise be required to do so but for this Section 3.4, (B) subject the Preemptive Offeror to general taxation in a jurisdiction in which it was not previously subject to taxation, (C) cause ACRA, ACRA HoldCo or any other relevant ACRA Investment Entity to fail to qualify for the benefits of the Treaty or (D) require the Preemptive Offeror to consent to general service of process in any jurisdiction where it is not then subject to such requirement or (ii) in the case of New Securities that are being issued by a Preemptive Offeror solely to another Preemptive Offeror.

3.5 Approved Sale; Sale of an ACRA Investment Entity; Approved Reorganization.

(a) If at any time (i) an Athene Investor proposes (A) a Sale of an ACRA Investment Entity to any Third Party, ALRe shall be entitled to deliver notice to the applicable ACRA Investment Entity that ALRe desires such ACRA Investment Entity and/or the Shareholders of the applicable ACRA Investment Entity to enter into agreements with one or more Persons that would result in a Sale of an ACRA Investment Entity or (B) a Reorganization of an ACRA Investment Entity, and (ii) the applicable ACRA Board has approved such Sale of an ACRA Investment Entity or Reorganization of an ACRA Investment Entity (subject to fulfillment of the conditions set forth in clause (i) and (ii), such Sale of an ACRA Investment Entity, an “Approved Sale” and such Reorganization of an ACRA Investment Entity, an “Approved Reorganization”), all Shareholders hereby agree to consent to and raise no objection against, and hereby agree that the applicable ACRA Investment Entity shall consent to and raise no objections against, the Approved Sale or the Approved Reorganization, and if the Approved Sale or Approved Reorganization is structured as a sale, contribution and/or exchange or issuance of the capital stock of the applicable ACRA Investment Entity (whether by merger, recapitalization, consolidation, Transfer of Equity Securities, or otherwise, as applicable), and each Shareholder shall waive, and hereby waives, any dissenter’s rights, appraisal rights or similar rights in connection with such Approved Sale or Approved Reorganization and (1) in the case of an Approved Sale, each Shareholder shall agree, and hereby agrees, to Transfer his, her or its Shares on the terms and conditions approved by ALRe, and hereby waives preemptive or other similar rights with respect to any share issuance to be effected in connection therewith, and (2) in the case of an Approved Reorganization, each Shareholder shall agree, and hereby agrees, to contribute, exchange and/or otherwise Transfer his, her or its Shares on the terms and conditions approved by ALRe and/or consent to any other transaction constituting

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a Reorganization of an ACRA Investment Entity, and hereby waives preemptive or other similar rights with respect to any share issuance to be effected in connection therewith. All Shareholders of the applicable ACRA Investment Entity and the applicable ACRA Investment Entity shall take all necessary and desirable actions in connection with the consummation of the Approved Sale or Approved Reorganization, including the execution of such agreements and such instruments and other actions reasonably necessary to (I) provide the representations, warranties, indemnities, covenants, conditions, escrow agreements and other provisions and agreements relating to such Approved Sale or Approved Reorganization and (II) if applicable, to effectuate the allocation and distribution of the aggregate consideration upon any Approved Sale as set forth below; provided, that any Shareholders of the applicable ACRA Investment Entity (other than the Athene Investor) shall only be required to provide representations as to their ownership of the Common Shares, the absence of liens and encumbrances with respect to such Common Shares and their authority to enter into the Approved Sale and have it enforced; provided, further, that no Shareholder of the applicable ACRA Investment Entity (other than the Athene Investor) shall be required to (x) indemnify or contribute for any amount in excess of the gross proceeds received by such Shareholder in connection with any such Approved Sale and/or any Approved Reorganization, (y) indemnify the acquirer for the misrepresentations of any other Shareholder or (z) agree to any restrictive covenants requiring it not to compete with the acquirer or the ACRA Investment Entities or any of their respective Subsidiaries. The Shareholders shall not be required to comply with, and shall have no rights under, Sections 3.1 through 3.4 in connection with an Approved Sale or Approved Reorganization.

(b) The applicable ACRA Investment Entity shall provide the Shareholders of the applicable ACRA Investment Entity with written notice of any Approved Sale or Approved Reorganization at least five (5) business days prior to the consummation thereof. Upon the consummation of the Approved Sale, each Shareholder of the applicable ACRA Investment Entity shall receive a portion of the aggregate consideration from such Approved Sale equal to the Pecuniary Value of the Shares sold by such Shareholders as part of such Approved Sale.

(c) The obligations of the Shareholders to participate in any Approved Sale pursuant to this Section 3.5 are subject to the satisfaction of the following conditions:

(i) if any Shareholders of a class of Shares are given an option as to the form and amount of consideration to be received with respect to Shares in a class, all holders of Shares of such class will be given the same option; and

(ii) no Shareholder shall be obligated to pay more than his, her or its Pro Rata Amount of reasonable expenses incurred (based on the proportion of the aggregate transaction consideration received) in connection with a consummated Approved Sale, to the extent such expenses are incurred for the benefit of all Shareholders of the applicable ACRA Investment Entity and are not otherwise paid by the applicable ACRA Investment Entity or the acquiring party (with expenses incurred by or on behalf of a Shareholder for his, her or its sole benefit not being considered expenses incurred for the benefit of all Shareholders of the applicable ACRA Investment Entity).

(d) Each Shareholder of the applicable ACRA Investment Entity and the applicable ACRA Investment Entity hereby grants an irrevocable proxy and power of attorney to any nominee selected by a majority of all the outstanding Class B Common Shares (the “Nominee”) to take all necessary actions and execute and deliver all documents deemed necessary and appropriate by such Person to effectuate the consummation of any Approved Sale and/or any Approved Reorganization. The Shareholders of the applicable ACRA Investment Entity hereby indemnify, defend and hold the Nominee harmless (severally in accordance with their pro rata share of the consideration received in any such Approved Sale (and not jointly and severally)) against all liability, loss or damage, together with all reasonable costs and expenses (including reasonable legal fees and expenses), relating to or arising from its exercise of the proxy and power of attorney granted hereby, except to the extent relating to or arising from such Nominee’s gross negligence or willful misconduct; provided, that the Nominee may not obligate any Shareholder to indemnify or contribute for any amount in excess of the gross proceeds received by such Shareholder in connection with any such Approved Sale and/or any Approved Reorganization. Copies of any documents executed by the Nominee on behalf of any Shareholder and the applicable ACRA Investment Entity pursuant to this Section 3.5(d) shall be provided to such Shareholder and the applicable ACRA Investment Entity, as applicable, in accordance with Section 4.6.

3.6 Information Rights; Covenants.

(a) Financial Reports. Except as otherwise determined by the HoldCo Board and each ACRA Board, each ACRA Investment Entity shall deliver (in English) to each of its Shareholders:

(i) within seventy five (75) days after the end of each fiscal quarter of each ACRA Investment Entity, beginning with the quarter following the quarter in which this Agreement is executed (or, with respect to a New ACRA Investment Entity, the quarter following the quarter in which such New ACRA Investment Entity executes a Joinder Agreement), (A) consolidated unaudited balance sheet and income statement of each ACRA Investment Entity, each prepared in accordance with GAAP, except that the financial statements may omit the notes thereto, for such fiscal quarter and (B) such inputs as are reasonably required for an embedded value report for such fiscal quarter;

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(ii) within four (4) calendar months after the end of each fiscal year of each ACRA Investment Entity, beginning with the fiscal year in which this Agreement is executed (or, with respect to a New ACRA Investment Entity, the fiscal year in which such New ACRA Investment Entity executes a Joinder Agreement), consolidated audited balance sheet, income statement and statement of cash flows of each ACRA Investment Entity, each prepared in accordance with GAAP (and including the notes thereto), for such fiscal year; and

(iii) to the extent the ACRA Investment Entities are required by law or pursuant to the terms of any outstanding indebtedness of the respective ACRA Investment Entity to prepare such reports, any annual reports, quarterly reports and other periodic reports pursuant to applicable securities laws or exchange listing requirements, and if such reports are actually filed with or delivered to the applicable Governmental Authority or other party, as soon as practical.

All financial statements to be delivered under this Section 3.6(a) shall be presented in a format in accordance with the books and records of the ACRA Investment Entities and their Subsidiaries and shall have been prepared in accordance with GAAP, except as otherwise noted therein, and subject to the absence of footnotes and to year-end adjustments for unaudited financial statements.

(b) Additional Information. Each Party shall provide the other Parties, upon request, with any information reasonably requested by such other Parties for purposes of determining the tax consequences to such other Parties, any of their Affiliates, any of their direct or indirect owners or any direct or indirect ceding company with respect to any of the foregoing of the transactions contemplated by this Agreement, including (i) the amount of income (if any) of any ACRA Investment Entity (or any of its Affiliates) that constitutes “related person insurance income,” (ii) whether any ACRA Investment Entity (or any of its Affiliates) qualifies for any of the exceptions in section 953(c)(3) of the Code, (iii) whether any ACRA Investment Entity (or any of its Affiliates) is a “controlled foreign corporation” or a “passive foreign investment company” within the meaning of the Code, (iv) information necessary to make a “qualified electing fund” election with respect to any ACRA Investment Entity (or any Subsidiary thereof) that is a “passive foreign investment company,” within the meaning of the Code, (v) information necessary to comply with tax reporting requirements, including under the rules applicable to “controlled foreign corporations” and “passive foreign investment companies,” or (vi) whether any person directly or indirectly making any payments to any ACRA Investment Entity (or any of its Affiliates) is subject to any tax under section 59A of the Code.

(c) Electronic Delivery. ACRA may establish a secure online dataroom on behalf of itself and/or any of the ACRA Investment Entities for the provision of information required under Sections 3.6(a) or 3.6(b) to Shareholders (including information related to the other ACRA Investment Entities), and access to such dataroom (including email notifications of the addition of a document to such dataroom) shall be provided to the person(s) designated by each Shareholder in writing. The inclusion of information in such dataroom or the filing or furnishing of any notices or reports in the manner required by any Applicable Law, or otherwise required by any securities exchange on which any ACRA Investment Entity’s securities are listed, that are publicly available shall be deemed to constitute delivery to the Shareholders of the applicable ACRA Investment Entity in compliance with Section 3.6(a) without any further action by ACRA or any of the other ACRA Investment Entities with respect to which such information relates.

(d) Confidentiality; Privilege. Notwithstanding the foregoing, the ACRA Investment Entities are not required to provide any information or documents pursuant to this Section 3.6 if doing so would violate any confidentiality obligation or would waive or diminish any attorney work‑product protections, attorney-client privileges or similar protections.

(e) Feeder Fund Information. The Co-Investors shall provide ALRe with prompt written notice of: (i) any proposed amendments to (A) the limited partnership agreements of the Co-Investors and (B) the limited partnership agreements of the Feeder Funds, (ii) any side letters or other agreements proposed to be entered into between a Feeder Fund and a Limited Partner, including any proposed amendments to such side letter or other agreements, and (iii) any other actions proposed to be taken by any Co-Investor, Feeder Fund or Limited Partner that would reasonably be expected to have a material impact on the governance or operations of any ACRA Investment Entity.

(f) Independent Actuary. ACRA agrees that, in accordance with and subject to the terms and conditions of the Amended and Restated Fee and Capitalization Agreement, dated as of the date hereof, by and between ACRA and ALRe (the “Fee and Capitalization Agreement”), ACRA will engage an Independent Actuary (as defined in the Fee and Capitalization Agreement) to review the valuation of each Qualifying Transaction in which an ACRA Investment Entity (or any of its Subsidiaries) has exercised its participation right on an annual basis.

(g) Report of Certain Transactions. Each ACRA Investment Entity shall, within four (4) calendar months after the end of each fiscal year of such ACRA Investment Entity, provide the advisory board of the Feeder Funds and the Conflicts Committee of the applicable ACRA Investment Entity a report describing ordinary course transactions entered into between such ACRA Investment Entity and any member of the Apollo Group during such fiscal year.

3.7 ACRA HoldCo Class A Common Share Preference and ACRA HoldCo Class B Common Share Preference. In the event of a Liquidation, each Shareholder shall use his, her or its best efforts to ensure that the ACRA HoldCo Class A Common Shares and the ACRA HoldCo Class B Common Shares receive (out of the proceeds of such Liquidation distributable to each ACRA Investment Entity’s equityholders) the full amount that they are entitled to receive in

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connection with the consummation at such time of a Liquidation for cash and the distribution of the proceeds thereof in accordance with the provisions of the applicable ACRA Investment Entity’s Bye-laws.

3.8 Agreement to Provide Certain Information; AEOI.

(a) Each Shareholder agrees that upon request of the applicable ACRA Investment Entity, the Shareholder will provide to such ACRA Investment Entity any information requested that is necessary for such ACRA Investment Entity to prevent or reduce the rate of withholding on premiums or other payments it receives, to make payments to the Shareholder without or at a reduced rate of withholding, or to enable such ACRA Investment Entity (or any of its Subsidiaries) to satisfy any reporting or withholding requirements under the Code or other Applicable Law. Each Shareholder also agrees to provide, upon request by of the applicable ACRA Investment Entity, any certification or form required by law regarding such information that is requested by such ACRA Investment Entity, to the extent permissible to do so under Applicable Law. Each Shareholder acknowledges that such information may be required by law to be disclosed to taxing or Governmental Authorities or to Persons making payments to an ACRA Investment Entity (or any of its Subsidiaries), and each Shareholder hereby consents to such disclosure. Each Shareholder acknowledges that failure to provide the information requested by the applicable ACRA Investment Entity pursuant to this paragraph may result in withholding on payments made to the Shareholder consistent with Applicable Law.

(b) The U.S. tax provisions commonly known as the Foreign Account Tax Compliance Act, the regulations (whether proposed, temporary or final), including any subsequent amendments, and administrative guidance promulgated thereunder (or which may be promulgated in the future) and any applicable intergovernmental agreements in respect thereof (or any similar intergovernmental agreements which may be applicable to the ACRA Investment Entities or their Subsidiaries), including any implementing legislation, regulations and guidance promulgated (or which may be promulgated) thereunder and any subsequent amendments to any of the foregoing (“FATCA”) and similar withholding or information reporting provisions, including the “Common Reporting Standard” developed by the Organisation for Economic Co-operation and Development and any legislation, regulations, intergovernmental agreements and guidance in respect thereof (all such provisions, collectively with FATCA, the “AEOI Regimes”) impose or may impose a number of obligations on the ACRA Investment Entities or their Subsidiaries. In this regard:

(i) Each Shareholder acknowledges that, in order to comply with the provisions of the AEOI Regimes and avoid the imposition of U.S. federal withholding tax, the applicable ACRA Investment Entities may, from time to time and to the extent provided under the AEOI Regimes, (A) require further information and/or documentation from such Shareholder, which information and/or documentation may (1) include, but is not limited to, information and/or documentation relating to or concerning such Shareholder, the Shareholder’s direct and indirect beneficial owners (if any), and any such Person’s identity, residence (or jurisdiction of formation) and income tax status, and (2) need to be certified by such Shareholder under penalties of perjury, and (B) provide or disclose any such information and documentation to Governmental Authorities of the United States or other jurisdictions (including the U.S. Internal Revenue Service (the “IRS”)) and Persons from or through which the applicable ACRA Investment Entities or any of their Subsidiaries may receive payments or with which the ACRA Investment Entities or any of their Subsidiaries may have an account (within the meaning of the AEOI Regimes).

(ii) Each Shareholder agrees that it shall provide such information and/or documentation concerning itself and its direct and indirect beneficial owners (if any), as and when requested by any ACRA Investment Entity, as such ACRA Investment Entity, in its sole discretion, determines is necessary or advisable for such ACRA Investment Entity (or any of its Subsidiaries) to comply with its obligations under the AEOI Regimes, including, but not limited to, in connection with such ACRA Investment Entity or any of its Subsidiaries entering into or amending or modifying an FFI Agreement with the IRS and maintaining ongoing compliance with such agreement. Each Shareholder should consult its tax advisors as to the type of information that may be required from such Shareholder under this Section 3.8(b).

(iii) Consistent with the AEOI Regimes, each Shareholder agrees to waive any provision of law of any jurisdiction that would, absent a waiver, prevent the applicable ACRA Investment Entities’ (or any of their Subsidiaries’) compliance with their obligations under the AEOI Regimes, including under any FFI Agreement, and hereby consents to the disclosure by the applicable ACRA Investment Entities or any of their Subsidiaries of any information regarding such Shareholder (including information regarding its direct and indirect beneficial owners, if any) as such ACRA Investment Entities or their Subsidiaries determine is necessary or advisable to comply with the AEOI Regimes (including the terms of any FFI Agreement).

(iv) Each Shareholder acknowledges that if such Shareholder does not timely provide and/or update the requested information and/or documentation or waiver, as applicable (an “AEOI Compliance Failure”), the applicable ACRA Investment Entities may, in their sole and absolute discretion and in addition to all other remedies available at law, in equity or under this Agreement, cause such Shareholder to withdraw from the applicable ACRA Investment Entities in whole or in part.

(v) To the extent that the ACRA Investment Entities or any Affiliate thereof suffers any withholding taxes, interest, penalties or other expenses or costs on account of any Shareholder’s AEOI Compliance Failure,

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unless otherwise agreed by the applicable ACRA Investment Entity, (A) such Shareholder shall promptly pay upon demand by the applicable ACRA Investment Entity to such ACRA Investment Entity, or, at the applicable ACRA Investment Entity’s direction, to the relevant Subsidiary, an amount equal to such withholding taxes, interest, penalties and other expenses and costs, or (B) the applicable ACRA Investment Entity may reduce the amount of the next distribution or distributions which would otherwise have been made to such Shareholder or, if such distributions are not sufficient for that purpose, reduce the proceeds of liquidation otherwise payable to such Shareholder by an amount equal to such withholding taxes, interest, penalties and other expenses and costs; provided, that (1) if the amount of the next succeeding distribution or distributions or proceeds of liquidation is reduced, such amount shall include an amount to cover interest on the amount of such withholding taxes, interest, penalties and other expenses and costs at the lesser of (I) the rate of two percent (2%) per annum over the rate of interest announced publicly from time to time by JPMorgan Chase Bank in New York, New York as such bank’s prime rate, and (II) the maximum rate permitted by Applicable Law, and (2) should the applicable ACRA Investment Entity elect to so reduce such distributions or proceeds, the applicable ACRA Investment Entity shall use commercially reasonable efforts to notify such Shareholder of its intention to do so. Whenever the ACRA Investment Entities make any such reduction of the proceeds payable to a Shareholder pursuant to clause (ii) of the preceding sentence, for all other purposes such Shareholder may be treated as having received all distributions (whether before or upon liquidation) unreduced by the amount of such reduction. Unless otherwise agreed to by the applicable ACRA Investment Entity in writing, each Shareholder shall indemnify and hold harmless the ACRA Investment Entities and their Subsidiaries from and against any withholding taxes, interest, penalties or other expenses or costs with respect to such Shareholder’s AEOI Compliance Failure.

(vi) Each Shareholder acknowledges that each applicable ACRA Investment Entity (or the applicable Subsidiary thereof) will determine in its sole discretion how to comply with the AEOI Regimes.

(vii) Each Shareholder acknowledges and agrees that it shall have no claim against the ACRA Boards or the ACRA Investment Entities (or their Subsidiaries) for any damages or liabilities attributable to any AEOI Regimes compliance-related determinations pursuant to Section 3.8(b)(vi).

3.9 Board of Directors.

(a) Subject to Section 3.9(b), each Shareholder shall take all actions necessary or desirable, including voting all Shares held by such Shareholder, so that:

(i) the authorized number of Directors on each ACRA Board shall be eleven (11), with each ACRA Board having the authority to designate a Chairman (as defined below) and a Vice Chairman;

(ii) seven (7) members of each ACRA Board shall be individuals nominated by ALRe, which shall include (A) the Chairman of each ACRA Board (the “Chairman”), (B) one (1) representative from Apollo (the “Apollo Representative”), (C) one (1) representative from Athene (the “Athene Representative”), (D) two (2) additional representatives from Apollo or Athene, as selected by Athene (the “Apollo/Athene Representatives”) and (E) two (2) Independent Directors ((A) through (E), collectively, the “Athene Nominees”);

(iii) four (4) members of each ACRA Board shall be individuals nominated by the Co-Investors (through Apollo ADIP Advisors, L.P., (the “General Partner”) as general partner of the Co-Investors), at least three (3) of which shall be Independent Directors (the “ADIP Nominees”);

(iv) each ACRA Board shall be separated into three (3) classes, with each class serving a five (5) year term;

(v) subject to the requirements of Section 3.9(b), at the end of each five (5) year term, ALRe shall re-nominate the Chairman, the Apollo Representative and the Athene Representative to serve for an additional five (5) year term;

(vi) the Board, immediately following the effectiveness of this Agreement, shall be composed of the members set forth on Schedule B;

(vii) subject to the requirements of the ACRA Bye-laws regarding vacancies on the Board, and any corresponding bye-law contained in each New ACRA Investment Entity Bye-laws, each ACRA Board shall, at all times, be comprised of at least four (4) Independent Directors; and

(viii) each ACRA Board shall have:

(A) a Conflicts Committee consisting of five (5) Directors selected by the applicable ACRA Board from among the Athene Nominees that are Independent Directors and the ADIP Nominees that are Independent Directors;

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(B) an Audit Committee; and

(C) a Transaction Committee consisting of three (3) Directors, which shall be the Chairman, the Apollo Representative and the Athene Representative.

(b) Pursuant to the Twelfth Amended and Restated Bye-laws of Athene, any vote for the appointment, removal or remuneration of directors of a non-U.S. subsidiary of Athene must be referred to the shareholders of Athene. Following the expiration of each Director’s term, ALRe shall use reasonable best efforts to cause the board of directors of Athene to recommend that the shareholders of Athene vote in favor of the proposal to authorize the election or re-election of the Athene Nominees and the ADIP Nominees, as the case may be. Subject to Bye-law 43.2(c) of the ACRA Bye-laws, and any corresponding bye-law contained in each New ACRA Investment Entity Bye-laws, in the event that the shareholders of Athene vote against the proposal to authorize the election of any Athene Nominee or ADIP Nominee, the then-existing Directors shall use reasonable best efforts to cause such vacancy to be filled so that, (a) any vacant seat that had been filled by an Athene Nominee shall be filled by an individual selected by the remaining Directors that are Athene Nominees and (b) any vacant seat that had been filled by an ADIP Nominee shall be filled by an individual selected by the remaining Directors that are ADIP Nominees; provided, that any vacant seat that had previously been filled by an ADIP Nominee that was nominated by the General Partner in accordance with that certain Letter Agreement, dated October 25, 2019, by and among ADIP E, the General Partner and the LP (as defined in such Letter Agreement) (the “Investor Letter Agreement”), shall be filled by an individual selected by the General Partner in accordance with the terms of the Investor Letter Agreement, such that the same proportion of Directors are Athene Nominees and ADIP Nominees as would be required pursuant to Section 3.9(a).

(c) Notwithstanding the foregoing, subject to the applicable Bye-laws, each ACRA Board may approve a change in the number of Directors on the Board or on any Committee thereof; provided, that no change in the number of Directors that constitutes the entire ACRA Board or any Committee thereof of one ACRA Board may be made without making corresponding changes to the number of Directors or Committee members of each other ACRA Board; provided, further, that no change in the number of Directors on the Board or any Committee thereof that would alter the proportion of ADIP Nominees as compared to Athene Nominees shall be permitted unless the applicable ACRA Board consults with and does not act contrary to the advice of the Class A Shareholders, received in writing, based on the affirmative vote of the advisory board of the Feeder Funds.

3.10 HoldCo Board of Directors.

(a) Each Shareholder shall take all actions necessary or desirable, including voting all Shares held by such Shareholder, so that:

(i) the authorized number of Directors on the HoldCo Board shall be equal to the authorized number of Directors on the Board, and the Chairman and Vice Chairman of the HoldCo Board shall be the Chairman and Vice Chairman of the Board, as applicable; and

(ii) the members of the HoldCo Board shall at all times be identical to the members of the Board, with identical classes and terms; and

(iii) the requirements of Section 3.9 are satisfied.

(b) The HoldCo Board shall delegate authority to review and approve all Apollo/Athene Conflicts (as defined in the ACRA HoldCo Bye-laws) to the Conflicts Committee of the Board, and all such Apollo/Athene Conflicts, including any exceptions thereto, shall be reviewed in accordance with the Conflicts Committee Charter and the Conflicts Committee Procedures.

(c) ACRA HoldCo and ALRe shall consult with and not act contrary to the advice of the applicable Class A Shareholders, received in writing, based on the affirmative vote of the advisory board of the Feeder Funds, with respect to any amendment of this Section 3.10.

3.11 Acquisitions and Capitalization. The ACRA Investment Entities agree that they will only deliver Call Notices and make Capital Calls (as each such term is defined in the Subscription Agreements) pursuant to the Subscription Agreements, the Master Agreement and the Fee and Capitalization Agreement.

3.12 Sales between Shareholders.

(a) Sales between Co-Investors.

(i) Notwithstanding anything to the contrary herein, if (A) during the Subscription Period, any Co-Investor delivers a Subscription Increase Notice to the ACRA Investment Entities in accordance with Section 1.1(b) of the ADIP Subscription Agreement or (B) upon an Investor Event of Default (as defined in the ADIP Subscription Agreement), each

EXHIBIT 10.25

Co-Investor agrees to sell a portion of its Shares to the other Co-Investors as necessary, such that, following the adjustment of each Co-Investor’s Total Commitment or Capital Call pursuant to the Subscription Increase Notice or Section 3.6(c) of the ADIP Subscription Agreement, each Co-Investor holds the number of Shares of each ACRA Investment Entity in existence at such time and has contributed capital to the applicable ACRA Investment Entities equal to its pro rata portion of the Total Shares and the Total Commitment.

(ii) The sale and purchase of Shares pursuant to this Section 3.12(a) shall be made at the initial purchase price paid by the Co-Investors for such Shares plus a cost of carry equal to six percent (6%) (compounded annually) calculated from the Closing Date, unless there has been a material change or significant event relating to an ACRA Investment Entity that would, in the sole discretion of the General Partner, render it more appropriate to ascribe a different valuation to the cost of carry.

(iii) Immediately upon any Co-Investor’s delivery of a Subscription Increase Notice or upon an Investor Event of Default, as applicable, the General Partner shall cause the applicable Co-Investors to execute any Share transfer required under this Section 3.12(a), and immediately upon such transfer each applicable ACRA Investment Entity shall update Schedule A-1 and shall make any necessary updates to the applicable register of Shareholders pursuant to the applicable Bye-laws. In addition, the Parties acknowledge and agree that Exhibit A-1 to the ADIP Subscription Agreement shall automatically be amended and restated to reflect any adjustments next to each Co-Investor’s name as contemplated by this Section 3.12(a).

(b) Issuance of Additional Shares to Athene Investor.

(i) Notwithstanding anything to the contrary herein, if at any time ACRA (or any other relevant ACRA Investment Entity) determines, in its sole discretion, that the ownership or anticipated ownership of Shares by any Co-Investor could cause ACRA (or such other relevant ACRA Investment Entity) to fail to qualify for the benefits of the Treaty at any time while this Agreement is in effect, the parties hereto agree that an Athene Investor will be permitted to purchase from each applicable ACRA Investment Entity, and each applicable ACRA Investment Entity will be required to issue and sell new Shares to an Athene Investor (such Shares, the “True-up Shares” and the date such Athene Investor purchases such Shares, the “True-up Date”), in such amount as ACRA determines, in its sole discretion, is necessary or appropriate to ensure that, following the consummation of such purchase, sale and issuance, ACRA (and each other relevant ACRA Investment Entity) will qualify for the benefits of the Treaty.

(ii) The purchase, sale and issuance of the True-up Shares shall be made at the initial purchase price paid by the Co-Investors for the Shares, minus the amount of any dividends paid by the relevant ACRA Investment Entity (including, in the case of ACRA HoldCo, dividends paid by ACRA prior to the Reorganization) to the Shareholders prior to the True-up Date, plus the amount of any capital contributions made by the Shareholders to the relevant ACRA Investment Entity (including, in the case of ACRA HoldCo, such contributions to ACRA prior to the Reorganization) prior to the True-up Date, plus a cost of carry equal to six percent (6%) (compounded annually) calculated from the Closing Date, unless there has been a material change or significant event relating to an ACRA Investment Entity that would, in the sole discretion of ACRA, render it more appropriate to ascribe a different valuation to the cost of carry (the amount paid per True-up Share, the “True-up Share Price”).

(iii) Notwithstanding anything to the contrary herein, if at any time following an issuance of True-up Shares pursuant to Section 3.12(b)(i) ACRA (or any other relevant ACRA Investment Entity) determines, in its sole discretion, that the issuance of True-up Shares exceeded the minimum amount of Shares necessary or appropriate to ensure that ACRA (and each other relevant ACRA Investment Entity) qualifies for the benefits of the Treaty, then the parties hereto agree that ACRA and each applicable ACRA Investment Entity will be required to redeem and purchase from the Athene Investors, and the Athene Investors will be required to return and sell to ACRA and each applicable ACRA Investment Entity a number of True-up Shares (such redeemed True-up Shares, the “Redemption Shares,” and each date that ACRA redeems such True-up Shares, a “Redemption Date”) as ACRA determines, in its sole discretion, is necessary or appropriate to reduce the Athene Investors’ economic ownership to as close to, but not less than, thirty-three percent (33%) as possible without causing ACRA (or any other relevant ACRA Investment Entity) to fail (either as of the Redemption Date or any other future date) to qualify for the benefits of the Treaty.

(iv) The purchase, sale and issuance of the Redemption Shares shall be made at the True-up Share Price, minus the amount of any dividends paid by the relevant ACRA Investment Entity (including, in the case of ACRA HoldCo, dividends paid by ACRA prior to the Reorganization) to the Shareholders prior to the applicable Redemption Date, plus the amount of any capital contributions made by the Shareholders to the relevant ACRA Investment Entity (including, in the case of ACRA HoldCo, such contributions to ACRA prior to the Reorganization) prior to the applicable Redemption Date, plus a cost of carry equal to six percent (6%) (compounded annually) calculated from the True-up Date, unless there has been a material change or significant event relating to an ACRA Investment Entity that would, in the mutual agreement of ACRA and ALRe, render it more appropriate to ascribe a different valuation to the cost of carry.

(v) ACRA shall deliver notice to the Co-Investors and ALRe of any purchase, sale, issuance or redemption of Shares it determines is necessary or appropriate under this Section 3.12(b). Upon any issuance or redemption

EXHIBIT 10.25

pursuant to this Section 3.12(b), each applicable ACRA Investment Entity shall update Schedule A-1 and Schedule A-2, and shall make any necessary updates to the applicable register of Shareholders pursuant to the applicable Bye-laws. In addition, the Parties acknowledge and agree that Exhibit A-1 to the Athene Subscription Agreement shall automatically be amended and restated to reflect any adjustments next to the Athene Investors’ names as contemplated by this Section 3.12(b).

(vi) The specific timing of any purchase, sale, issuance or redemption made pursuant to this Section 3.12(b) shall be determined by ACRA in its sole discretion.

3.13 Treaty. Notwithstanding any other provision of this Agreement, no Shareholder may (i) sell, assign, pledge, mortgage, charge or otherwise transfer in any manner whatsoever all or any part of its ownership interest in any ACRA Investment Entity or (ii) permit any person to sell, assign, pledge, mortgage, charge or otherwise transfer in any manner whatsoever all or any part of its direct or indirect ownership interest in such Shareholder, if in either case, ACRA or any ACRA Investment Entity determines, in its sole discretion, that such sale, assignment, pledge mortgage, charge or other transfer could reasonably be expected to cause ACRA or such ACRA Investment Entity to fail to qualify for the benefits of the Treaty.

ARTICLE IV

MISCELLANEOUS

4.1 Termination. This Agreement shall automatically terminate and be of no further force or effect upon the repurchase of all of the Common Shares by each ACRA Investment Entity in accordance with Section 3.3 of the Subscription Agreements or at any such time that the only Shareholders of each ACRA Investment Entity are one (1) or more members of the Athene Group.

4.2 Governing Law; Consent to Jurisdiction and Venue; Waiver of Jury Trial.

This Agreement shall be governed by and construed in accordance Bermuda law, without giving effect to any law or rule that would cause the laws of any jurisdiction other than Bermuda to be applied.

ANY ACTION OR PROCEEDING AGAINST THE PARTIES RELATING IN ANY WAY TO THIS AGREEMENT MAY ONLY BE BROUGHT AND ENFORCED IN THE COURTS OF BERMUDA, AND THE PARTIES IRREVOCABLY SUBMIT TO THE JURISDICTION OF SUCH COURTS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING. EACH OF THE PARTIES IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH ACTION OR PROCEEDING IN THE COURTS OF BERMUDA AND ANY CLAIM THAT ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN ANY INCONVENIENT FORUM. THE PARTIES AGREE THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENTERED IN AND ENFORCED IN ANY COURT HAVING JURISDICTION THEREOF.

EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

4.3 Severability. It is the desire and intent of the Parties that the provisions of this Agreement be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular provision of this Agreement shall be adjudicated by a court of competent jurisdiction to be invalid, prohibited or unenforceable for any reason, such provision, as to such jurisdiction, shall be ineffective, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction. Notwithstanding the foregoing, if such provision could be more narrowly drawn so as not to be invalid, prohibited or unenforceable in such jurisdiction, it shall, as to such jurisdiction, be so narrowly drawn, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.

4.4 Assignments; Successors and Assigns. Except in connection with any Transfer of Shares in accordance with this Agreement, the rights of each Party under this Agreement may not be assigned. This Agreement shall bind and inure to the benefit of the Parties and their respective successors, permitted assigns, legal representatives and heirs.

4.5 Amendments; Waivers. Subject to Section 2.3, this Agreement may only be modified or amended by an instrument in writing signed by each of (a) each ACRA Investment Entity and (b) the holders of the Class B Common Shares; provided, however, that (i) any amendment or modification that is adverse to Class A Shareholders and does not adversely affect the Class B Shareholders in a similar and proportionate manner shall require the consent of at least a majority of the Class A Shareholders, (ii) any amendment or modification that would materially, adversely and disproportionately affect the rights, obligations, powers or preferences of any class of Common Shares without similarly affecting the rights, obligations, powers or preferences of all classes of Common Shares shall require the consent of the holders of at least a majority of Common Shares of such class so affected, (iii) any amendment or modification that would materially, adversely and disproportionately

EXHIBIT 10.25

affect the rights, obligations, powers or preferences of any Shareholder with respect to a class of Shares, in his, her or its capacity as a holder of such class of Shares without similarly affecting the rights, obligations, powers or preferences of all holders of such class of Shares, shall not be effective as to such Shareholder without his, her or its prior written consent, (iv) ACRA shall automatically amend Schedule A hereto without the consent of the Shareholders and shall distribute such amended Schedule A to each of the Shareholders upon any change in any Shareholder’s information thereon, such as a change in the Shareholder’s notice information and a Transfer of Shares by a Shareholder in accordance with this Agreement, (v) each New ACRA Investment Entity shall automatically amend the schedule of capital stock attached to its Joinder Agreement as Annex I thereto, and such schedule shall be incorporated as an exhibit to this Agreement without the consent of the Shareholders, and such New ACRA Investment Entity shall distribute such amended schedule of capital stock to each of the Shareholders upon any change in any Shareholder’s information thereon, such as a change in the Shareholder’s notice information and a Transfer of Shares by a Shareholder in accordance with this Agreement and (vi) any modification or amendment to the Shareholders Agreement may not lead to a joint control or an acting in concert by all or a group of Shareholders. The Parties agree to amend this Agreement to mitigate any undue regulatory burden resulting from the interpretation of this Agreement by any regulatory authority. In the event such amendment is required, the Parties agree to preserve the original intent of this Agreement to the extent possible. To be effective, any waiver of any provision of this Agreement requested by any Party must be granted in writing by the Party against whom such waiver is sought to be enforced. The holders of a majority of all then outstanding (A) Class B Common Shares may grant a waiver on behalf of all Class B Shareholders and (B) Class A Common Shares may grant a waiver on behalf of all Class A Shareholders.

4.6 Notices. All notices, requests, consents and other communications hereunder to any Party shall be deemed to be sufficient if contained in a written instrument delivered in person or sent by facsimile, electronic mail, nationally-recognized overnight courier or first class registered or certified mail, return receipt requested, postage prepaid, addressed to such Party at the address set forth below or such other address as may hereafter be designated in writing by such Party to the other Parties:

(i) if to ACRA, to:

Athene Co-Invest Reinsurance Affiliate 1A Ltd.

Second Floor, Washington House

16 Church Street

Hamilton HM 11, Bermuda

Attention: Chief Executive Officer; General Counsel

Telephone: 441-279-8410

Email: legalbda@athene.com

with a copy to:

Sidley Austin LLP

One South Dearborn

Chicago, IL 60603

Attention: Perry J. Shwachman

Telephone: (312) 854-7061

Facsimile: (312) 853-7036

Email: pshwachman@sidley.com

if to ACRA HoldCo, to:

Athene Co-Invest Reinsurance Affiliate Holding Ltd.

Second Floor, Washington House

16 Church Street

Hamilton HM 11, Bermuda

Attention: Chief Executive Officer; General Counsel

Telephone: 441-279-8410

Email: legalbda@athene.com

with a copy to:

Sidley Austin LLP

One South Dearborn

Chicago, IL 60603

Attention: Perry J. Shwachman

Telephone: (312) 854-7061

Facsimile: (312) 853-7036

Email: pshwachman@sidley.com

EXHIBIT 10.25

(ii) if to an Athene Investor, to:

Athene Life Re Ltd.

Second Floor, Washington House

16 Church Street

Hamilton HM 11, Bermuda

Attention: Chief Executive Officer; General Counsel

Telephone: 441-279-8410

Email: legalbda@athene.bm

(iii) if to the Co-Investors, to their respective addresses in the register of Shareholders pursuant to the applicable Bye-laws; and

(iv) if to any New ACRA Investment Entity, to the address set forth in such New ACRA Investment Entity’s Joinder Agreement.

All such notices, requests, consents and other communications shall be deemed to have been delivered and received (a) in the case of personal delivery or delivery by facsimile or electronic mail, on the date of such delivery, (b) in the case of dispatch by nationally-recognized overnight courier, on the next business day following such dispatch and (c) in the case of mailing, on the third business day after the posting thereof.

4.7 Headings. The headings of the sections of this Agreement have been inserted for convenience of reference only and shall not be deemed to be a part of this Agreement.

4.8 Nouns and Pronouns. Whenever the context may require, any pronouns used herein shall include the corresponding masculine, feminine or neuter forms, and the singular form of names and pronouns shall include the plural and vice versa.

4.9 Entire Agreement; Inconsistency. This Agreement, together with the Exhibits and Schedules, and the Subscription Agreements and the other agreements contemplated herein and therein, contain the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements and understandings, whether written or oral, with respect to such subject matter; provided, however, that any actions properly taken prior to the date hereof pursuant to the Original Agreement are not intended to be invalidated by this Agreement. Nothing in this Agreement shall be construed to amend, modify or change the Original Agreement (including any previous amendments thereto) for any period of time prior to the date hereof. The Parties represent and warrant that there are no other agreements or understandings, written or oral, regarding any of the subject matter hereof other than as set forth herein and covenant not to enter into any such agreements or understandings after the date hereof, except pursuant to an amendment, modification or waiver of the provisions of this Agreement. In the event that any provision of any Organizational Document is inconsistent with any provision in this Agreement, (a) the provisions of this Agreement shall govern and (b) the Shareholders shall take such action as may be necessary to amend the applicable provision in such Organizational Document in order to correct such inconsistency in favor of such provision of this Agreement. In the event that such provision is required to be set forth in any Organizational Document in order to be enforceable upon the ACRA Investment Entities and/or the Shareholders under Applicable Law, the Shareholders of the applicable ACRA Investment Entity shall take such action as may be necessary to amend such Organizational Document in order reflect the applicable provision of this Agreement.

4.10 Counterparts. This Agreement may be executed in any number of original or facsimile counterparts, and each such counterpart hereof shall be deemed to be an original instrument, but all such counterparts together shall constitute but one agreement.

4.11 Further Assurances. Each Party shall do and perform or cause to be done and performed all such further acts and things and shall execute and deliver all such other agreements, certificates, instruments and documents as are required in order to carry out the provisions of this Agreement and the consummation of the transactions contemplated hereby.

4.12 Remedies. Each Party acknowledges and agrees that in the event he, she or it fails to perform, observe or discharge any of its obligations or liabilities under this Agreement, no remedy at law will provide adequate relief to the other Parties, and agrees that the other Parties shall be entitled to specific performance and/or temporary and permanent injunctive relief in any such case without the necessity of proving actual damages or without posting a bond.

4.13 No Conflicting Agreements. No Shareholder shall enter into any agreements or arrangements of any kind with any Person with respect to any Shares or other Equity Securities that prohibit such Shareholder from complying with the applicable provisions of this Agreement (whether or not such agreements or arrangements are with other Shareholders or with Persons that are not party to this Agreement).

EXHIBIT 10.25

4.14 Confidentiality.

(a) Subject to Section 4.14(d), each Shareholder agrees that it will use any Confidential Information (as defined in Section 4.14(b) below) solely for the purpose of monitoring and managing its investment in the ACRA Investment Entities and will use reasonable precautions in accordance with its established procedures to keep such information confidential; provided, however, that any such information may be disclosed to each Shareholder’s affiliates, partners (which includes, with respect to each Co-Investor, the applicable Feeder Fund and Limited Partners) and its and their respective directors, officers, employees, agents, counsel, auditors, advisors, consultants and representatives (collectively, including such affiliates and partners, the “Representatives”) who do not compete with the ACRA Investment Entities, have been informed of the confidentiality obligations under this Agreement and need to know such information for the purpose of monitoring and managing each Shareholder’s investment in the ACRA Investment Entities (it being understood that such Representatives shall be informed by the applicable Shareholder of the confidential nature of such information and agree to abide by these confidentiality provisions). To the extent permitted by Applicable Law, each Shareholder agrees to be responsible for any breach of this Agreement that results from the actions or omissions of its Representatives. Each Shareholder agrees to enforce the provisions of this Section 4.14 with respect to its Representatives at the direction of any ACRA Investment Entity.

(b) The term “Confidential Information” means, subject to the following sentence, (i) all information related to the ACRA Investment Entities and any of their Subsidiaries or Affiliates provided to each Shareholder or any Representative thereof by or on behalf of the ACRA Investment Entities or their Affiliates (the “Furnishing Parties”) and (ii) all analyses developed by such Shareholders or any of their Representatives using any information specified under clause (i) above. The term “Confidential Information” shall not include information that (A) is or becomes generally available to the public other than as a result of a disclosure by a Shareholder or any of its Representatives in violation of this Agreement, (B) was within the applicable Shareholder’s possession prior to its being furnished to it by a Furnishing Party or a representative thereof; provided, that the source of such information was not known by the applicable Shareholder to be bound by a confidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality to a Furnishing Party or any other party with respect to such information or (C) is or becomes available to the applicable Shareholder on a non-confidential basis from a source other than a Furnishing Party or a representative thereof; provided, that such source is not known by the applicable Shareholder to be bound by a confidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality to a Furnishing Party, or any other party with respect to such information.

(c) Each Shareholder shall be permitted to disclose any Confidential Information in the event that such Shareholder is otherwise required by law, rule or regulation or receives a demand by any Governmental Authority or in connection with any legal proceedings (including pursuant to any special deposition, interrogation, request for documents, subpoena, civil investigative demand or arbitration). Each Shareholder agrees that it will immediately notify the ACRA Investment Entities in the event of any such disclosure (other than as a result of an examination by any regulatory agency), unless such notification shall be prohibited by Applicable Law or legal process and, to the extent permitted by law or regulation, reasonably cooperate with the applicable ACRA Investment Entity to obtain a protective order or other remedy or reasonable assurance that such Confidential Information will be afforded confidential treatment.

(d) Notwithstanding the foregoing, each Shareholder shall be permitted to disclose certain information that may constitute Confidential Information in order to comply with its reporting obligations to its direct and indirect investors and equity holders including: (i) the name and brief description of the ACRA Investment Entity and the date of the applicable Shareholder’s investment in the ACRA Investment Entity, (ii) the amount of the applicable Shareholder’s Total Commitment and such equity holder’s indirect share of such Total Commitment and (iii) the quarterly valuation of the Shareholder’s investment in the ACRA Investment Entities, except to the extent such Confidential Information would constitute material non-public information for U.S. securities law purposes; provided, that nothing in this Section 4.14(d) shall supersede the confidentiality obligations of each Shareholder set forth in any confidentiality agreement entered into in connection with the Private Placement including, but not limited to, any confidentiality obligations set forth in the Fund LPA (as defined in the Subscription Agreements). In addition, ALRe and its Affiliates may disclose certain information that may constitute Confidential Information in the ordinary course of their respective businesses.

(e) The ACRA Investment Entities acknowledge their confidentiality obligations, if any, to each Shareholder as set forth in each Shareholder’s Subscription Agreement.

(f) Each Shareholder acknowledges and agrees that the Confidential Information may constitute material nonpublic information with respect to Athene, Apollo and, following the consummation of the Merger, Tango Holdings, and that such Confidential Information is proprietary to Athene, Apollo and, following the consummation of the Merger, Tango Holdings. Each Shareholder acknowledges and agrees on behalf of itself and its Representatives, that certain securities laws prohibit any person or entity who or that has received from or on behalf of an issuer or any of its affiliates material non-public information from purchasing or selling securities of such issuer or any of its subsidiaries or from communicating such information to any other person or entity under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities. Subject to this Section 4.14, each Shareholder agrees that it will not convey any of the material non-public information it may receive by receiving Confidential Information to any other person that is not its Representative and that it or its

EXHIBIT 10.25

Representatives will communicate such information within its respective firm(s) only on a need to know basis. Each Shareholder and its Representatives also agree to comply with Applicable Law in this regard.

(g) Nothing in this Agreement shall be construed as any Furnishing Party granting any other party any rights, interest or license to the Confidential Information or any copyrights, trademark, trade secret, patent right or any other property right related thereto.

EXHIBIT 10.25

IN WITNESS WHEREOF, the Parties have executed this Shareholders Agreement on the date first written above.

ACRA:

ATHENE CO-INVEST REINSURANCE AFFILIATE 1A LTD.

By: /s/ Bradley Molitor

Name: Bradley Molitor

Title: Chief Financial Officer

ACRA HOLDCO:

ATHENE CO-INVEST REINSURANCE AFFILIATE HOLDING LTD.

By: /s/ Bradley Molitor

Name: Bradley Molitor

Title: Chief Financial Officer

AALP:

ATHENE ASSET L.P.

By: Athene Life Re Ltd., its General Partner

By: /s/ Natasha Scotland Courcy

Name: Natasha Scotland Courcy

Title: SVP, General Counsel

ALRe:

ATHENE LIFE RE LTD.

By: /s/ Natasha Scotland Courcy

Name: Natasha Scotland Courcy

Title: SVP, General Counsel

EXHIBIT 10.25

LIMITED PARTNERS:

ADIP HOLDINGS (A), L.P.

By: Apollo ADIP Advisors, L.P., its general partner

By: Apollo ADIP Capital Management, LLC, its general partner

By: APH Holdings, L.P., its sole member

By: Apollo Principal Holdings III GP, Ltd., its general partner

By: /s/ Joseph D. Glatt

Name: Joseph D. Glatt

Title: Vice President

ADIP HOLDINGS (B), L.P.

By: Apollo ADIP Advisors, L.P., its general partner

By: Apollo ADIP Capital Management, LLC, its general partner

By: APH Holdings, L.P., its sole member

By: Apollo Principal Holdings III GP, Ltd., its general partner

By: /s/ Joseph D. Glatt

Name: Joseph D. Glatt

Title: Vice President

ADIP HOLDINGS (C), L.P.

By: Apollo ADIP Advisors, L.P., its general partner

By: Apollo ADIP Capital Management, LLC, its general partner

By: APH Holdings, L.P., its sole member

By: Apollo Principal Holdings III GP, Ltd., its general partner

By: /s/ Joseph D. Glatt

Name: Joseph D. Glatt

Title: Vice President

ADIP HOLDINGS (D), L.P.

By: Apollo ADIP Advisors, L.P., its general partner

By: Apollo ADIP Capital Management, LLC, its general partner

By: APH Holdings, L.P., its sole member

By: Apollo Principal Holdings III GP, Ltd., its general partner

By: /s/ Joseph D. Glatt

Name: Joseph D. Glatt

Title: Vice President

EXHIBIT 10.25

ADIP HOLDINGS (E), L.P.

By: Apollo ADIP Advisors, L.P., its general partner

By: Apollo ADIP Capital Management, LLC, its general partner

By: APH Holdings, L.P., its sole member

By: Apollo Principal Holdings III GP, Ltd., its general partner

By: /s/ Joseph D. Glatt

Name: Joseph D. Glatt

Title: Vice President

ADIP HOLDINGS (LUX), L.P.

By: Apollo ADIP Advisors, L.P., its general partner

By: Apollo ADIP Capital Management, LLC, its general partner

By: APH Holdings, L.P., its sole member

By: Apollo Principal Holdings III GP, Ltd., its general partner

By: /s/ Joseph D. Glatt

Name: Joseph D. Glatt

Title: Vice President

EXHIBIT 10.25

SCHEDULE A-1

Shareholdings of ACRA – Class A Common Shares


SHAREHOLDER	TOTAL ACRA CLASS A COMMON SHARES	PERCENTAGE OWNERSHIP OF ACRA CLASS A COMMON SHARES
Athene Co-Invest Reinsurance Affiliate Holding Ltd.	167,500	100%
TOTAL	167,500	100%

EXHIBIT 10.25

SCHEDULE A-2

Shareholdings of ACRA – Class B Common Shares


SHAREHOLDER	TOTAL ACRA CLASS B COMMON SHARES	PERCENTAGE OWNERSHIP OF ACRA CLASS B COMMON SHARES
Athene Co-Invest Reinsurance Affiliate Holding Ltd.	96,500	100%
TOTAL	96,500	100%

EXHIBIT 10.25

SCHEDULE A-3

Shareholdings of ACRA HoldCo – Class A Common Shares


Shareholder	Class A-1 Common Shares	Class A-2 Common Shares	Class A-3 Common Shares	Total Class A Common Shares
ADIP Holdings (A), L.P.	20,589	0	5	20,594
ADIP Holdings (B), L.P.	28,413	0	82	28,495
ADIP Holdings (C), L.P.	16,496	0	2,220	18,716
ADIP Holdings (D), L.P.	2,123	0	17,404	19,527
ADIP Holdings (E), L.P.	1,030	77,208	5	78,243
ADIP Holdings (Lux), L.P.	1,920	0	5	1,925
TOTAL	70,571	77,208	19,721	167,500

iii

EXHIBIT 10.25

SCHEDULE A-4

Shareholdings of ACRA HoldCo – Class B Common Shares


Shareholder			Class B Common Shares
Athene Asset L.P.			96,500
TOTAL			96,500

EXHIBIT 10.25

SCHEDULE B

ACRA DIRECTORS


	Director	Class	End of Initial Term
Chairman	Jamshid Ehsani	III	2024
Apollo Representative	Matthew R. Michelini	II	2023
Athene Representative	William J. Wheeler	I	2022
Apollo/Athene Representative (per Section 3.9(a)(ii))	Chip Gillis	III	2024
Apollo/Athene Representative (per Section 3.9(a)(ii))	Gary Parr	II	2023
Apollo/Athene Representative (per Section 3.9(a)(ii))	Salim Hirji	I	2022
Athene Independent Director (per Section 3.9(a)(ii))	Josh Mandel	III	2024
Athene Independent Director (per Section 3.9(a)(ii))	Karen Berman	II	2023
ADIP Independent Director (per Section 3.9 (a)(iii))	Shaun Mathews	I	2022
ADIP Independent Director (per Section 3.9(a)(iii))	Paul Sweeting	III	2024
ADIP Independent Director (per Section 3.9(a)(iii))	Chris Fillo	II	2023
ADIP Independent Director (per Section 3.9(a)(iii))	Thomas Leonardi	III	2024
ADIP Nominee (per Section 3.9(a)(iii))	Vishal Sheth	I	2022

EXHIBIT 10.25

EXHIBIT A

FORM OF JOINDER AGREEMENT

Joinder Agreement to Shareholders Agreement

This JOINDER AGREEMENT (this “Joinder Agreement”) to the Amended and Restated Shareholders Agreement, dated as of December 31, 2021 (the “Shareholders Agreement”), by and among Athene Co-Invest Reinsurance Affiliate 1A Ltd., Athene Co-Invest Reinsurance Affiliate Holding Ltd., the Shareholders and each New ACRA Investment Entity that has executed a joinder agreement prior to the date hereof, is made effective as of [●] by the undersigned (the “New ACRA Investment Entity”) in favor and for the benefit of the existing Parties to the Shareholders Agreement. Any terms used but not otherwise defined herein have the meaning set forth in the Shareholders Agreement.

The New ACRA Investment Entity hereby acknowledges, agrees and confirms that:

(a) The capital stock of the New ACRA Investment Entity consists of (i) class A common shares, par value $[●] per class A common share and (ii) class B common shares, par value $[●] per class B common share.

(b) As of the date hereof, (i) each Co-Investor holds that number of New ACRA Investment Entity Class A Common Shares as is set forth on Annex I-1 hereto and (ii) the Athene Investor set forth on Annex I-2 holds that number of New ACRA Investment Entity Class B Common Shares as is set forth on Annex I-2 hereto.

(c) Immediately following the effectiveness of this Agreement, the board of directors of the New ACRA Investment Entity shall be composed of the members set forth on Annex II hereto.

(d) Any notice required to be delivered to the New ACRA Investment Entity pursuant to Section 4.6 of the Shareholders Agreement shall be delivered to the New ACRA Investment Entity at the following address:

[New ACRA Investment Entity]

[●]

Attention: [●]

Telephone: [●]

Email: [●]

(e) The New ACRA Investment Entity hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained in the Shareholders Agreement. By executing this Joinder Agreement, the New ACRA Investment Entity is hereby deemed to be a Party to the Shareholders Agreement, and the New ACRA Investment Entity will have all of the rights, and will be bound by all of the obligations, under the Shareholders Agreement. Upon execution of this Joinder Agreement, all of the information contained herein, including the information set forth on the Annexes hereto, shall be deemed to supplement, and to form part of, the Shareholders Agreement.

[Signature Page Follows]

EXHIBIT 10.25

IN WITNESS WHEREOF, the undersigned has executed this Joinder Agreement effective as of the date first written above.

By: ____________________

Name:

Title:

vii

EXHIBIT 10.25

ANNEX I-1

Shareholdings of the New ACRA Investment Entity – Class A Common Shares


SHAREHOLDER	TOTAL NEW ACRA INVESTMENT ENTITY CLASS A COMMON SHARES	PERCENTAGE OWNERSHIP OF NEW ACRA INVESTMENT ENTITY CLASS A COMMON SHARES
ADIP Holdings (A), L.P.	[●]	[●]%
ADIP Holdings (B), L.P.	[●]	[●]%
ADIP Holdings (C), L.P.	[●]	[●]%
ADIP Holdings (D), L.P.	[●]	[●]%
ADIP Holdings (E), L.P.	[●]	[●]%
ADIP Holdings (Lux), L.P.	[●]	[●]%
TOTAL	[●]	100%

viii

EXHIBIT 10.25

ANNEX I-2

Shareholdings of the New ACRA Investment Entity – Class B Common Shares


SHAREHOLDER	TOTAL NEW ACRA INVESTMENT ENTITY CLASS B COMMON SHARES	PERCENTAGE OWNERSHIP OF NEW ACRA INVESTMENT ENTITY CLASS B COMMON SHARES
[Athene Investor]	[●]	100%
TOTAL	[●]	100%

EXHIBIT 10.25

ANNEX II

NEW ACRA INVESTMENT ENTITY DIRECTORS


Chairman			[●]
Apollo Representative			[●]
Athene Representative			[●]
Apollo/Athene Representative (per Section 3.9(a)(ii))			[●]
Apollo/Athene Representative (per Section 3.9(a)(ii))			[●]
Athene Independent Director (per Section 3.9(a)(ii))			[●]
Athene Independent Director (per Section 3.9(a)(ii))			[●]
ADIP Independent Director (per Section 3.9(a)(iii))			[●]
ADIP Independent Director (per Section 3.9(a)(iii))			[●]
ADIP Nominee (per Section 3.9(a)(iii))			[●]
ADIP Nominee (per Section 3.9(a)(iii))			[●]

Document

EXHIBIT 10.29

February 18, 2022

Bill Wheeler

C/O Athene Holding, Ltd.

7700 Mills Civic Parkway

West Des Moines, IA 50266-3862

Dear Bill:

On behalf of Athene Holding Ltd. (the “Company”) and its Board of Directors (the “Board”), I want to thank you for your many years of service to the Company, during which you have demonstrated remarkable leadership and have made immeasurable contributions to the Company.

This letter agreement (“Agreement”) sets forth the terms agreed upon between the Company and you regarding your services to and positions with the Company from the date hereof through your eventual retirement from the Company and its affiliates.

Term and Duties: You will continue to serve as the President of the Company, under your current terms and conditions of employment, through March 31, 2022 (the “Transition Date”) on which date you will step down as President and will assume the role of Vice Chairman of the Company. Your initial term as Vice Chairman shall continue through March 31, 2024 (the “Initial Term”), with automatic renewals for additional one-year periods, unless either party provides written notice at least 90 days prior to the expiration of the Initial Term or any renewal term of such party’s desire to terminate your service as Vice Chairman. Notwithstanding the foregoing, either party may terminate your employment upon 90 days’ prior written notice and the Company may terminate your employment immediately upon a termination for cause. In the position of Vice Chairman, you shall have such duties and responsibilities as may be reasonably and lawfully requested by either the Board or the Chief Executive Officer of the Company from time to time, which shall include the duties and responsibilities separately provided to you on the date hereof. The parties expect that your duties hereunder generally shall require you to provide services at a level equal to or greater than 25% of the average level of services performed by you during your employment with the Company prior to the Transition Date and that you are not expected to incur a “separation from service” under Section 409A of the Internal Revenue Code of 1986, as amended, while serving as Vice Chairman.

Upon the expiration of your service as Vice Chairman, unless otherwise agreed to by the parties, you shall be deemed to have resigned, without any further action by you, from any and all positions that you, immediately prior to such termination, (i) held with the Company or any of its affiliates or (ii) held with any other entities at the direction of, or as a result of your affiliation with, the Company or any of its affiliates. If for any reason this Agreement is deemed to be insufficient to effectuate such resignations, then you shall, upon the Company’s request, execute any documents or instruments that the Company may deem necessary or desirable to effectuate such resignations.

Compensation: For service through the Transition Date, (i) your compensation and benefits arrangements will continue at the same level that they have been prior to the Transition Date, (ii) you shall remain eligible for an annual bonus with respect to the 2021 calendar year and payable no later than March 15, 2022, (iii) you shall receive a long-term incentive award granted in the first quarter of 2022, with a grant date fair value of $2,250,000 and granted in the same vehicles as granted to other similarly situated executive officers of the Company and (iv) you shall receive a one-time grant of restricted stock units having a value of $6,500,000, consistent with the terms of the letter describing such grant that you previously received from Apollo Global Management, Inc. While serving as Vice Chairman, (i) your annual base salary will be $100,000, (ii) your outstanding equity awards and ADIP grant will continue to vest in accordance with their terms and the underlying equity plans, (iii) you shall continue to participate in the Company’s benefit plans and programs, subject to the terms of such plans, (iv) you shall continue to receive administrative support, reimbursement for travel expenses and airline status, each in the ordinary course subject to Company policy, and (v) you shall remain eligible to receive severance benefits in accordance with the terms of the Company’s severance policy upon a qualifying separation, based on your base salary in effect at the time of your termination from the Company.

Other Board and Consulting Service. While serving as Vice Chairman, you shall be entitled to serve as a member of the board of directors of a reasonable number of other companies, to serve on civic, charitable, educational, religious, public interest or public service boards, provide consulting services and to manage your personal and family investments, in each case, to the extent such activities are not competitive with the Company and are in accordance with the Company’s outside business interest policy and do not materially interfere with the performance of your duties and responsibilities hereunder.

Existing Employment Agreement. You and the Company agree that this Letter Agreement shall supersede your Employment and Confidentiality and Non-Compete Agreement, dated as of September 7, 2015, between you and the Company (the “Employment Agreement”), with the exception that you shall continue to be bound by the covenants set forth in Article VII of the Employment Agreement including, without limitation, the non-solicitation and confidentiality covenants set forth therein. In addition, you and the Company hereby acknowledge and agree that your assumption of the role of Vice Chairman on the

EXHIBIT 10.29

Transition Date does not entitle you to any severance benefits under the Company’s severance policy or constitute Good Reason for purposes of your outstanding equity award agreements. Notwithstanding anything in this Agreement or any other agreement with the Company to the contrary, you understand that neither this letter nor any other agreement prohibits or limits your ability to communicate with any federal, state or local governmental agency or commission, or to otherwise participate in any investigation or proceeding that may be conducted by such an agency or commission, including providing documents or other information.

Again, thank you for your many years of dedicated service to the Company and your agreement to assist the Company in its leadership transition.

EXHIBIT 10.29

Athene Holding Ltd.

By: /s/ James R. Belardi

Name: James R. Belardi

Title: Chief Executive Officer

This letter agreement correctly reflects our understanding, and I hereby confirm my agreement to the same as of the date set forth above.

By: /s/ William J. Wheeler

William J. Wheeler

Document

Exhibit 21.1

Subsidiaries of the Registrant

As of December 31, 2021


Subsidiary						Jurisdiction of incorporation
Athene Life Re Ltd.						Bermuda
Athene Life Re International Ltd.						Bermuda
Athene Bermuda Employee Company Ltd.						Bermuda
Athene IP Holding Ltd.						Bermuda
Athene Asset Holding Ltd.						Bermuda
Athene Asset L.P.						Bermuda
Athene USA Corporation						Iowa
Athene Annuity Re Ltd.						Bermuda
Athene Annuity Re II Ltd.						Bermuda
Athene HD Investor, L.P.						Cayman Islands
Athene Employee Services, LLC						Iowa
A-A Onshore Fund, LLC						Delaware
Apollo Asia Real Estate AAC Fund, L.P.						Delaware
Athene Annuity & Life Assurance Company						Delaware
ACM Trademarks, L.L.C						Iowa
ARPH (Headquarters Building), LLC						Iowa
Athene Assignment Corporation						Delaware
Athene London Assignment Corporation						Delaware
Athene Noctua, LLC						Delaware
Athene Re Services, LLC						New York
Athene Annuity and Life Company						Iowa
P.L. Assigned Services, Inc.						New York
Athene Annuity & Life Assurance Company of New York						New York
Structured Annuity Reinsurance Company						Iowa
Athene Securities, LLC						Iowa
Centralife Annuities Service, Inc.						Arizona
Athene Re USA IV, Inc.						Vermont
Athene Life Insurance Company of New York						New York
AADE RML, LLC						Iowa
AAIA RML, LLC						Iowa
Athene IP Development Limited						United Kingdom
Athene North Employment Service Corporation						Canada
Athene Co-Invest Reinsurance Affiliate Holding Ltd.						Bermuda
Athene Co-Invest Reinsurance Affiliate 1A Ltd.						Bermuda
Athene Co-Invest Reinsurance Affiliate 1B Ltd.						Bermuda
Athene Co-Invest Reinsurance Affiliate LP						Delaware
Athene Co-Invest Reinsurance Affiliate International Ltd.						Bermuda
Athene Risk Aggregator, LLC						Delaware
Athene AOG Holding I Ltd.						Bermuda
Athene AOG Holding II LLC						Bermuda
ADIP (Athene) Carry Plan, L.P.						Bermuda
AA Pencil Offshore Holdings, L.P.						Cayman Islands
Rosencrantz Depositor, LLC						Delaware
NNN AGP Opportunities GP, LLC						Delaware
AARE Structured Holdings, LLC						Delaware
A-A Mortgage Holdco LLC						Delaware
A-A Mortgage Investor LLC						Delaware
AARE Structured Holding LLC						Delaware
NNN AGP Opportunities GP, LLC						Delaware
NNN AGP Opportunities Fund II, L.P.						Delaware
NNN AGP Opportunities Fund III, L.P.						Delaware
NNN AGP Opportunities Fund, L.P.						Delaware

Exhibit 21.1


Subsidiary						Jurisdiction of incorporation
A-A Debt Euro Investment Fund (Lux) SCSp						Luxembourg
A-A Euro Investment Fund (Lux) SCSP						Luxembourg
A-A Offshore Java 2021-1 L.P.						Cayman Islands
A-AC EBO Depositor, LLC						Delaware
AOP Finance Partners, LP						Delaware
Apollo Asia Real Estate Mast CoInvest Fund, L.P.						Delaware
Apollo Asia Real Estate Shore CoInvest Fund, L.P.						Delaware
AA GP Solutions Fund, L.P.						Delaware
IRMT-DE1 Designated Activity Company						Ireland

Document

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statement on Form S-3 (No. 333-261531) of Athene Holding Ltd. of our report dated February 25, 2022 relating to the financial statements and financial statement schedules and the effectiveness of internal control over financial reporting, which appears in this Form 10‑K.

/s/ PricewaterhouseCoopers LLP

Des Moines, Iowa

February 25, 2022

Document

Exhibit 31.1

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY OF 2002

I, James R. Belardi, certify that:

1.I have reviewed this Annual Report on Form 10-K of Athene Holding Ltd.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.




Date: February 25, 2022			/s/ James R. Belardi
			James R. Belardi
			Chairman, Chief Executive Officer and Chief Investment Officer
			(principal executive officer)

Document

Exhibit 31.2

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY OF 2002

I, Martin P. Klein, certify that:

1.I have reviewed this Annual Report on Form 10-K of Athene Holding Ltd.;

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.




Date: February 25, 2022			/s/ Martin P. Klein
			Martin P. Klein
			Executive Vice President and Chief Financial Officer
			(principal financial officer)

Document

Exhibit 32.1

CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY OF 2002

I, James R. Belardi, certify that Athene Holding Ltd.’s Annual Report on Form 10-K for the year ended December 31, 2021 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Athene Holding Ltd.




Date: February 25, 2022			/s/ James R. Belardi
			James R. Belardi
			Chairman, Chief Executive Officer and Chief Investment Officer
			(principal executive officer)

The foregoing certification is being furnished solely pursuant to 18 U.S.C. § 1350 and is not being filed as part of the Report or as a separate disclosure document.

Document

Exhibit 32.2

CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY OF 2002

I, Martin P. Klein, certify that Athene Holding Ltd.’s Annual Report on Form 10-K for the year ended December 31, 2021 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Athene Holding Ltd.




Date: February 25, 2022			/s/ Martin P. Klein
			Martin P. Klein
			Executive Vice President and Chief Financial Officer
			(principal financial officer)

The foregoing certification is being furnished solely pursuant to 18 U.S.C. § 1350 and is not being filed as part of the Report or as a separate disclosure document.

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