Common use of Call Rights Clause in Contracts

Call Rights. (a) Following the third (3rd) anniversary of the Closing Date until such time as a Public Offering has been consummated, Black Knight or Parent (each, a “Calling Party”) may, but shall not be required to, elect by written notice (the “Call Notice”) to purchase all of the Cannae Units, all of the THL Units and/or all of the THL Holding Company Interests (such right, the “Call Right”) and, if such option is exercised, Cannae and THL (each, a “Called Party”), as applicable, shall sell to the Calling Party all of the Cannae Units, all of the THL Units and/or all of the THL Holding Company Interests (subject to Section 8.2(i)) owned by such Called Party, as applicable (the “Called Units”), at a price per Unit equal to the Call Price. (b) The closing of the purchase by the Calling Party of the Called Units pursuant to Section 9.4(a) shall take place at the principal office of the Company on the date chosen by the Calling Party, which date shall in no event be more than thirty (30) days after determination of the Call Price (subject to any extension necessary to obtain any required regulatory or shareholder approvals as well as to ensure a shelf registration statement is effective on the purchase date, such extension to last no longer than 180 days from the delivery of such notice). If such date is not a business day, such purchase shall occur on the next succeeding business day. At such closing, (i) the Calling Party shall pay the Called Party, and (ii) the Called Party shall transfer the Called Units to the Calling Party, free and clear of any lien or encumbrance, with any documentation reasonably requested by the Calling Party to evidence such transfer, which documentation shall require the Called Party to make the representations and warranties in the immediately succeeding sentence. The transfer of the Called Units and acceptance of the aggregate Call Price of all Called Units by any Person selling such Called Units pursuant to this Section 9.4 shall be deemed accompanied with a representation and warranty by such Person that: (1) such Person has full right, title and interest in and to such Called Units; (2) such Person has all necessary power and authority and has taken all necessary action to sell such Called Units as contemplated hereby; (3) such Called Units are free and clear of any and all liens or encumbrances; and (4) there is no adverse claim with respect to such Called Units. (c) The Calling Party may pay the aggregate Call Price of all Called Units in (i) lump-sum cash, by wire transfer of immediately available funds, (ii) Black Knight’s common stock (which common stock (A) shall be valued based on the average closing stock prices of Black Knight’s common stock for the twenty (20) trading days immediately preceding the date that Black Knight receives written notice of the approval of the Appraisal Price, (B) shall be restricted securities the resale of which shall be registered immediately following the issuance of such common stock pursuant to an effective shelf registration statement (which Black Knight shall ensure remains effective with respect to Cannae or THL at least until the time at which Cannae or THL, as applicable, no longer owns more than 2% of the then outstanding shares of Black Knight’s common stock and any shares of Black Knight’s common stock then held by Cannae or THL, as applicable, are otherwise freely tradable pursuant to Rule 144 of the Securities Act without volume restrictions or other limitations, subject to customary blackout provisions in the event Black Knight is unable to file, amend or supplement such shelf registration statement or the applicable prospectus or prospectus supplement as a result of a pending material transaction or other material event) and (C) shall not be subject to a contractual lockup or any other trading restriction, except for trading restrictions applicable to affiliates and/or insiders and customary blackout periods) or (iii) a combination of cash and Black Knight common stock (valued in accordance with clause (ii)). The Calling Parties agree that, to the extent that they choose to pay the aggregate Call Price of all Called Units with common stock of Black Knight, they shall use reasonable efforts to structure such purchase of Called Units in a manner that is tax efficient for the Calling Party and Cannae or THL, as applicable.

Call Rights. (a) Following the third (3rd) anniversary Provided that no Event of Default as described in ----------- Section 9 of the Closing Date until such time as a Public Offering Securities Purchase Agreement has been consummatedoccurred, Black Knight or Parent upon ninety (each, a “Calling Party”90) may, but shall not be required to, elect by days prior written notice (the “"Call Notice”") to purchase all the holders of the Cannae Units, all of the THL Units and/or all of the THL Holding Company Interests (such rightWarrants, the “Call Right”) and, if Company shall have the right to call and require such option is exercised, Cannae and THL (each, a “Called Party”), as applicable, shall holders to sell to the Calling Party Company all of the Cannae Units, all of the THL Units and/or all of the THL Holding Company Interests (subject to Section 8.2(i)) owned by such Called Party, as applicable (the “Called Units”), at a price per Unit equal to the Call Price. (b) The closing of the purchase by the Calling Party of the Called Units pursuant to Section 9.4(a) shall take place holder's Warrants then outstanding at the principal office of the Company on the date chosen by the Calling Party, which date shall in no event be more than thirty (30) days after determination of the Call Price (subject to any extension necessary to obtain any required regulatory or shareholder approvals as well as to ensure a shelf registration statement is effective on the purchase date, such extension to last no longer than 180 days from the delivery termination of such notice). If such date is not a business day, such purchase shall occur on the next succeeding business day. At such closing, ninety (90) day period if: (i) the Calling Party shall pay closing sale price of the Called PartyCompany's American Depositary Shares on any national securities exchange or automatic quotation system on which the Company's American Depositary Shares are then listed or quoted, equals or exceeds $3.00 for twenty (20) consecutive trading days; and (ii) the Called Party shall transfer average daily trading volume of the Called Units Company's American Depositary Shares for such twenty trading day period exceeds 100,000 shares per day; and (iii) the American Depositary Shares representing 2,105,715 Warrant Exercise Shares (as defined in the Settlement Agreement referred to in the Calling PartySecurities Purchase Agreement) have been registered for resale pursuant to a registration statement declared effective under the Securities Act of 1933, free and clear of any lien or encumbranceas amended, with any documentation reasonably requested by the Calling Party to evidence United States Securities and Exchange Commission, and (iv) during the 90 day period commencing on the date the holder of this Warrant receives the Call Notice, the Company shall have complied with Section 1(a) herein. Any such transfer, which documentation notice shall require comply with Section 14 below and shall specify the Called Party to make the representations and warranties in the immediately succeeding sentencedate for purchase of such Warrants. The transfer of the Called Units and acceptance of the aggregate Call Price of all Called Units by any Person selling such Called Units pursuant to this Section 9.4 purchase price for each called warrant shall be deemed accompanied with a representation the Exercise Price and warranty by such Person that: (1) such Person has full right, title and interest in and to such Called Units; shall be paid within two (2) such Person has all necessary power and authority and has taken all necessary action to sell such Called Units as contemplated hereby; (3) such Called Units are free and clear Business Days of any and all liens or encumbrances; and (4) there is no adverse claim with respect to such Called Units. (c) The Calling Party may pay the aggregate Call Price receipt by the Company of all Called Units each Warrant. Notwithstanding anything else contained in (i) lump-sum cashthis Section 8, by wire transfer the holder of immediately available funds, (ii) Black Knight’s common stock (which common stock (A) this Warrant shall be valued based on entitled to exercise the average closing stock prices of Black Knight’s common stock for Warrant and sell the twenty underlying Warrant Shares during such ninety (2090) trading days immediately preceding the date that Black Knight receives written notice of the approval of the Appraisal Price, (B) shall be restricted securities the resale of which shall be registered immediately following the issuance of such common stock pursuant to an effective shelf registration statement (which Black Knight shall ensure remains effective with respect to Cannae or THL at least until the time at which Cannae or THL, as applicable, no longer owns more than 2% of the then outstanding shares of Black Knight’s common stock and any shares of Black Knight’s common stock then held by Cannae or THL, as applicable, are otherwise freely tradable pursuant to Rule 144 of the Securities Act without volume restrictions or other limitations, subject to customary blackout provisions in the event Black Knight is unable to file, amend or supplement such shelf registration statement or the applicable prospectus or prospectus supplement as a result of a pending material transaction or other material event) and (C) shall not be subject to a contractual lockup or any other trading restriction, except for trading restrictions applicable to affiliates and/or insiders and customary blackout periods) or (iii) a combination of cash and Black Knight common stock (valued day period in accordance with clause (ii)). The Calling Parties agree that, to the extent that they choose to pay the aggregate Call Price terms of all Called Units with common stock of Black Knight, they shall use reasonable efforts to structure such purchase of Called Units in a manner that is tax efficient for the Calling Party and Cannae or THL, as applicablethis Warrant.

Call Rights. (a) Following At any time during the third period beginning after occurrence of a Call Event and ending on the fifth (3rd5th) anniversary of the Closing Date until such time as First Warrant Effective Date, not less than twenty (20) days prior to a Public Offering has been consummatedCall Event, Black Knight or Parent (each, a “Calling Party”) may, but the Company shall not be required to, elect by give to the Holder written notice of such Call Event (the “Call Event Notice”), which shall set forth in reasonable detail a description of the transactions expected to result in such Call Event and the anticipated effective date thereof. (b) The Company may require the Holder to sell all or any portion of its Equity Interest (issued or represented by this Warrant, including any successor Warrant(s)) to the Company by notifying the Holder in writing (the “Call Notice”) of its desire to purchase cause the Holder to sell all (or any portion) of its Equity Interest (issued or represented by this Warrant, including any successor Warrant(s)) (the “Call”) at a price equal to the Call Price if all of the Cannae UnitsHolder’s Equity Interest (issued or represented by this Warrant, all including any successor Warrant(s)) are required to be sold pursuant to the Call, or, if only a portion of the THL Units and/or all Holder’s Equity Interest (issued or represented by this Warrant, including any successor Warrant(s)) is required to be sold pursuant to the Call, an amount equal to the percentage of the THL Holding Company Interests total Call Price corresponding to such portion (such right, the “Call Right”) andby way of example, if such option a 50% portion of the total of Holder’s Equity Interest (issued or represented by this Warrant, including any successor Warrant(s)) is exercised, Cannae and THL (each, a “Called Party”), as applicable, shall sell required to be purchased pursuant to the Calling Party all Call, then the Company will pay 50% of the Cannae Units, all total Call Price for such portion of the THL Units and/or all Holder’s Equity Interest). A Call Notice may not be given if the Holder has previously provided the Company with a Put Notice. (c) The rights of the THL Holding Company Interests (subject pursuant to this Section 8.2(i)) owned 4.3 may be waived by such Called Partythe Company, as applicable (the “Called Units”)notwithstanding delivery of a Call Notice, at a price per Unit equal any time on or prior to the tenth (10th) Business Day after the determination of the Call Price. (bd) The closing Within ten (10) Business Days following the delivery of a Call Notice (or, if applicable, immediately upon consummation of the purchase Call Event if later), the Company shall purchase, and the Holder shall sell, the Equity Interest (issued or represented by this Warrant, including any successor Warrant(s)) specified in the Calling Party of the Called Units pursuant to Section 9.4(a) shall take place Call Notice at the principal office offices of the Company on (the date chosen by “Call Closing”). (e) At the Calling PartyCall Closing, which date the Holder shall in no event be more than thirty (30) days after determination of deliver to the Company the Warrant, if any, and the Company shall deliver to the Holder an amount equal to the Call Price (subject to any extension necessary to obtain any required regulatory or shareholder approvals as well as to ensure a shelf registration statement is effective on the purchase date, such extension to last no longer than 180 days from the delivery of such notice). If such date is not a business day, such purchase shall occur on the next succeeding business day. At such closing, (i) the Calling Party shall pay the Called Party, and (ii) the Called Party shall transfer the Called Units corresponding to the Calling PartyHolder's Warrant and/or Equity Interest underlying same, free and clear by cashier's or certified check of any lien a creditworthy financial institution payable to the Holder or encumbrance, with any documentation reasonably requested by the Calling Party to evidence such transfer, which documentation shall require the Called Party to make the representations and warranties in the immediately succeeding sentence. The transfer of the Called Units and acceptance of the aggregate Call Price of all Called Units by any Person selling such Called Units pursuant to this Section 9.4 shall be deemed accompanied with a representation and warranty by such Person that: (1) such Person has full right, title and interest in and to such Called Units; (2) such Person has all necessary power and authority and has taken all necessary action to sell such Called Units as contemplated hereby; (3) such Called Units are free and clear of any and all liens or encumbrances; and (4) there is no adverse claim with respect to such Called Units. (c) The Calling Party may pay the aggregate Call Price of all Called Units in (i) lump-sum cash, by wire transfer of immediately available funds, (ii) Black Knight’s common stock (which common stock (A) shall be valued based on the average closing stock prices of Black Knight’s common stock for the twenty (20) trading days immediately preceding the date that Black Knight receives written notice of the approval of the Appraisal Price, (B) shall be restricted securities the resale of which shall be registered immediately following the issuance of such common stock pursuant funds to an effective shelf registration statement (which Black Knight shall ensure remains effective with respect to Cannae or THL at least until account designated by the time at which Cannae or THL, as applicable, no longer owns more than 2% of the then outstanding shares of Black Knight’s common stock and any shares of Black Knight’s common stock then held by Cannae or THL, as applicable, are otherwise freely tradable pursuant to Rule 144 of the Securities Act without volume restrictions or other limitations, subject to customary blackout provisions in the event Black Knight is unable to file, amend or supplement such shelf registration statement or the applicable prospectus or prospectus supplement as a result of a pending material transaction or other material event) and (C) shall not be subject to a contractual lockup or any other trading restriction, except for trading restrictions applicable to affiliates and/or insiders and customary blackout periods) or (iii) a combination of cash and Black Knight common stock (valued in accordance with clause (ii)). The Calling Parties agree that, to the extent that they choose to pay the aggregate Call Price of all Called Units with common stock of Black Knight, they shall use reasonable efforts to structure such purchase of Called Units in a manner that is tax efficient for the Calling Party and Cannae or THL, as applicableHolder.

Call Rights. (a) Following the third (3rd) anniversary of the Closing Date until such time as a Public Offering has been consummated, Black Knight or Parent (each, a “Calling Party”) IDT Investments may, but shall not be required toat its sole option, elect by written notice (the “Call Notice”) to purchase all of the Cannae Units, all of the THL Units and/or all of the THL Holding Company Interests (such right, the “Call Right”) and, if such option is exercised, Cannae and THL (each, a “Called Party”), as applicable, shall sell to the Calling Party all of the Cannae Units, all of the THL Units and/or all of the THL Holding Company Interests relevant party (subject to Section 8.2(i)or parties) owned by such Called Party, as applicable (the “Called Units”), at a price per Unit equal to the Call Price. (b) The closing of the purchase by the Calling Party of the Called Units pursuant to Section 9.4(a) shall take place at the principal office of the Company on the date chosen by the Calling Party, which date shall in no event be delivered not more than thirty (30) days after determination prior to, or within thirty (30) days after, the second anniversary of the Call Price date hereof, require AT&T Sub to transfer, within ten (subject 10) days of providing such written notice (but in no event prior to any extension necessary the second anniversary of the date hereof), six (6) of the Class A Membership Interests held by AT&T Sub in exchange for cash and stock of IDT Investments (the "IDT Investments Call"), and Liberty Sub may, at its sole option, require AT&T Sub to obtain any required regulatory or shareholder approvals as well as to ensure a shelf registration statement is effective transfer on such second anniversary twenty three (23) of the purchase dateClass A Membership Interests held by AT&T Sub in exchange for cash and stock of Liberty Sub (the "Liberty Sub Call"), such extension to last no longer than 180 days from in either case valued at the delivery Class A Fair Market Value of such notice). If Membership Interests, calculated as of such date is not a business day, such purchase shall occur on the next succeeding business day. At such closing, second anniversary. (ib) the Calling Party shall pay the Called Party, and (ii) the Called Party shall transfer the Called Units The Class A Fair Market Value required to the Calling Party, free and clear of any lien or encumbrance, with any documentation reasonably requested by the Calling Party to evidence such transfer, which documentation shall require the Called Party to make the representations and warranties in the immediately succeeding sentence. The transfer of the Called Units and acceptance of the aggregate Call Price of all Called Units by any Person selling such Called Units pursuant to this Section 9.4 shall be deemed accompanied with a representation and warranty by such Person that: (1) such Person has full right, title and interest in and to such Called Units; (2) such Person has all necessary power and authority and has taken all necessary action to sell such Called Units as contemplated hereby; (3) such Called Units are free and clear of any and all liens or encumbrances; and (4) there is no adverse claim paid with respect to the IDT Investments Call shall be paid within ten (10) days after the IDT Investments Call is exercised (but in no event prior to the second anniversary of the date hereof), with at least 90% to be paid in cash and the remaining portion to be paid in IDT Investments Preferred Stock, with the exact combination to be determined in the sole discretion of IDT Investments. Such satisfaction of the IDT Investments Call shall, at the option of IDT Investments, be structured in the most tax efficient manner as determined by IDT Investments; provided, that such Called Units.structuring shall not change the payment terms of the IDT Investments Call described above (c) The Calling Party may pay the aggregate Call Price of all Called Units in (i) lump-sum cash, by wire transfer of immediately available funds, (ii) Black Knight’s common stock (which common stock (A) shall Class A Fair Market Value required to be valued based on the average closing stock prices of Black Knight’s common stock for the twenty (20) trading days immediately preceding the date that Black Knight receives written notice of the approval of the Appraisal Price, (B) shall be restricted securities the resale of which shall be registered immediately following the issuance of such common stock pursuant to an effective shelf registration statement (which Black Knight shall ensure remains effective paid with respect to Cannae or THL the Liberty Sub Call shall be paid within ten (10) days after the Liberty Sub Call is exercised (but in no event prior to the second anniversary of the date hereof), with at least until 90% to be paid in cash and the remaining portion to be paid in Liberty Sub Preferred Stock, with the exact combination to be determined in the sole discretion of Liberty Sub. Such satisfaction of the Liberty Sub Call shall, at the option of Liberty Sub, be structured in the most tax efficient manner as determined by Liberty Sub; provided, that such structuring shall not change the payment terms of the Liberty Sub Call described above. (d) The IDT Investments Call may be assigned by IDT Investments or any of its Affiliates to Liberty Sub at any time at which Cannae without the consent of AT&T or THLAT&T Sub; provided, however, that if the IDT Investments Call is assigned to Liberty Sub or any of its Affiliates, Liberty Sub or its Affiliate, as applicablethe case may be, no longer owns more than 2% of shall be permitted to satisfy the then outstanding IDT Investments Call in part by delivering to AT&T Sub shares of Black Knight’s common stock and any shares of Black Knight’s common stock then held by Cannae or THL, as applicable, are otherwise freely tradable pursuant to Rule 144 of the Securities Act without volume restrictions or other limitations, subject to customary blackout provisions in the event Black Knight is unable to file, amend or supplement such shelf registration statement or the applicable prospectus or prospectus supplement as a result of a pending material transaction or other material event) and (C) shall not be subject to a contractual lockup or any other trading restriction, except for trading restrictions applicable to affiliates and/or insiders and customary blackout periods) or (iii) a combination of cash and Black Knight common stock (valued in accordance with clause (ii)). The Calling Parties agree that, Liberty Sub Preferred Stock to the extent IDT Investments would have been permitted to satisfy the IDT Investments Put in part by delivering to AT&T Sub shares of IDT Investments Preferred Stock. (e) The Liberty Sub Call may be assigned by Liberty Sub to IDT Investments or any of its Affiliates at any time without the consent of AT&T or AT&T Sub; provided, however, that they choose if the Liberty Sub Call is assigned to pay the aggregate Call Price IDT Investments or any of all Called Units with common stock of Black Knightits Affiliates, they shall use reasonable efforts to structure such purchase of Called Units in a manner that is tax efficient for the Calling Party and Cannae IDT Investments or THLits Affiliate, as applicablethe case may be, shall be permitted to satisfy the Liberty Sub Put in part by delivering to AT&T Sub shares of IDT Investments Preferred Stock to the extent Liberty Sub would have been permitted to satisfy the Liberty Sub Put in part by delivering to AT&T Sub shares of Liberty Sub Preferred Stock.

Call Rights. (a) Following If the third employment with the Company or any of its ----------- Subsidiaries of any Management Shareholder terminates for any reason (3rdincluding, without limitation, due to death or disability of such Management Shareholder) anniversary of prior to the Closing Lapse Date until with respect to such time as a Public Offering has been consummatedManagement Shareholder, Black Knight the Company (or Parent its designee(s)) shall have the option to purchase (eachthe "Call Rights"), a “Calling Party”) may, but and such Management Shareholder shall not be required to, elect by written notice (the “Call Notice”) to purchase all of the Cannae Units, all of the THL Units and/or all of the THL Holding Company Interests (such right, the “Call Right”) and, if such option is exercised, Cannae and THL (each, a “Called Party”), as applicable, shall sell to the Calling Party Company (or to any such designee(s)), if the Company exercises the Call Rights, any or all of the Cannae Units, all of the THL Units and/or all of the THL Holding Company Interests (subject to Section 8.2(i)) owned Shares held by such Called Party, as applicable (the “Called Units”)Management Shareholder, at a price per Unit share equal to the applicable purchase price determined pursuant to Section 3.2 hereof; provided, however, that in the case of a termination of employment without Cause, a resignation from employment with Good Reason or the death or disability of the employee, the Company may exercise its Call PriceRights only with the approval of one Management Director (as such term is defined in the Investor Shareholders Agreement). (b) The closing If the Company does not exercise its Call Rights with respect to such Management Shareholder within 60 days of such Management Shareholder's termination of employment (other than becasuse of a failure to obtain the approval of one Management Director as contemplated by the proviso of Section 3.1(a)), then the Investors and the Tier I Senior Managers shall have the same Call Rights for a period of 30 days effective immediately upon the expiration of the purchase by the Calling Party of the Called Units pursuant to 60-day period described in this Section 9.4(a) shall take place at the principal office of the Company on the date chosen by the Calling Party, which date shall in no event be more than thirty (30) days after determination of the Call Price (subject to any extension necessary to obtain any required regulatory or shareholder approvals as well as to ensure a shelf registration statement is effective on the purchase date, such extension to last no longer than 180 days from the delivery of such notice3.1(b). If more than one Investor or Tier I Senior Manager exercises its Call Rights with respect to such date is not a business dayManagement Shareholder, each such Investor or Tier I Senior Manager shall have the right to purchase shall occur on the next succeeding business day. At number of such closing, Shares equal to the product of (i) the Calling Party shall pay the Called Party, number of Shares subject to such Call Rights and (ii) the Called Party shall transfer the Called Units to the Calling Party, free and clear quotient of any lien (A) such Investor's or encumbrance, with any documentation reasonably requested by the Calling Party to evidence such transfer, which documentation shall require the Called Party to make the representations and warranties Tier I Senior Manager's percentage ownership in the immediately succeeding sentence. The transfer of the Called Units Ordinary Shares and acceptance of (B) the aggregate Call Price percentage ownership in the Ordinary Shares of all Called Units by any Person selling such Called Units pursuant to this Section 9.4 shall be deemed accompanied with a representation and warranty by such Person that: (1) such Person has full right, title and interest in and to such Called Units; (2) such Person has all necessary power and authority and has taken all necessary action to sell such Called Units as contemplated hereby; (3) such Called Units are free and clear of any Investor or Tier I Senior Manager and all liens other Investors and Tier I Senior Managers exercising such Call Rights; provided, that for purposes of determining such quotient only Ordinary Shares held by Tier I Senior Managers which are not subject to a Restricted Share Agreement or encumbrances; and (4) there is no adverse claim with respect to which such Called UnitsTier I Senior Managers' interests have fully vested as of the date of the exercise of such Call Rights, in accordance with the terms of the applicable Restricted Share Agreements, shall be taken into account. (c) The Calling Party may pay Upon the aggregate Call Price termination of all Called Units in (i) lump-sum cashsuch Management Shareholder's employment, by wire transfer of immediately available funds, (ii) Black Knight’s common stock (which common stock (A) the Company shall be valued based on the average closing stock prices of Black Knight’s common stock for the twenty (20) trading days immediately preceding the date that Black Knight receives deliver written notice of the approval of the Appraisal Price, to such Management Shareholder within 60 days (Bif at all) shall be restricted securities the resale of which shall be registered immediately following the issuance of such common stock pursuant termination indicating its intention to an effective shelf registration statement (which Black Knight shall ensure remains effective with respect exercise its Call Rights. The Company's decision whether to Cannae exercise its Call Rights in the case of a termination of employment of a Rollover Management Shareholder without Cause or THL at least until the time at which Cannae or THL, as applicable, no longer owns more than 2% of the then outstanding shares of Black Knight’s common stock and any shares of Black Knight’s common stock then held by Cannae or THL, as applicable, are otherwise freely tradable pursuant to Rule 144 of the Securities Act without volume restrictions or other limitationsfor Good Reason shall, subject to customary blackout provisions the proviso of Section 3.1(a), be determined by the Compensation Committee of the Board. Any Investor or Tier I Senior Manager exercising its Call Rights pursuant to Section 3.1(b) hereof shall deliver written notice to such Management Shareholder of such exercise within 30 days of the expiration of the 60-day period referred to in Section 3.1(b) hereof. (d) Regardless of whether the event Black Knight is unable to file, amend or supplement such shelf registration statement or the applicable prospectus or prospectus supplement as a result of a pending material transaction or other material event) and (C) shall not be subject to a contractual lockup Company or any other trading restrictionof the Investors or Tier I Senior Managers exercise their respective Call Rights within the period prescribed by this Section 3.1, except for trading restrictions applicable if a Management Shareholder continues to affiliates and/or insiders and customary blackout periods) own Shares, then he or (iii) a combination she shall continue to be bound by the terms of cash and Black Knight common stock (valued in accordance with clause (ii)). The Calling Parties agree that, to the extent that they choose to pay the aggregate Call Price of all Called Units with common stock of Black Knight, they shall use reasonable efforts to structure such purchase of Called Units in a manner that is tax efficient for the Calling Party and Cannae or THL, as applicablethis Agreement.

Call Rights. (a) Following the third (3rd) anniversary of the Closing Date until such time as a Public Offering has been consummated, Black Knight or Parent (each, a “Calling Party”) IDT Investments may, but shall not be required toat its sole option, elect by written notice (the “Call Notice”) to purchase all of the Cannae Units, all of the THL Units and/or all of the THL Holding Company Interests (such right, the “Call Right”) and, if such option is exercised, Cannae and THL (each, a “Called Party”), as applicable, shall sell to the Calling Party all of the Cannae Units, all of the THL Units and/or all of the THL Holding Company Interests relevant party (subject to Section 8.2(i)or parties) owned by such Called Party, as applicable (the “Called Units”), at a price per Unit equal to the Call Price. (b) The closing of the purchase by the Calling Party of the Called Units pursuant to Section 9.4(a) shall take place at the principal office of the Company on the date chosen by the Calling Party, which date shall in no event be delivered not more than thirty (30) days after determination prior to, or within thirty (30) days after, the second anniversary of the Call Price date hereof, require AT&T Sub to transfer, within ten (subject 10) days of providing such written notice (but in no event prior to any extension necessary the second anniversary of the date hereof), six (6) of the Class A Membership Interests held by AT&T Sub in exchange for cash and stock of IDT Investments (the "IDT Investments Call"), and Liberty Sub may, at its sole option, require AT&T Sub to obtain any required regulatory or shareholder approvals as well as to ensure a shelf registration statement is effective transfer on such second anniversary twenty three (23) of the purchase dateClass A Membership Interests held by AT&T Sub in exchange for cash and stock of Liberty Sub (the "Liberty Sub Call"), such extension to last no longer than 180 days from in either case valued at the delivery Class A Fair Market Value of such notice). If Membership Interests, calculated as of such date is not a business day, such purchase shall occur on the next succeeding business day. At such closing, second anniversary. (ib) the Calling Party shall pay the Called Party, and (ii) the Called Party shall transfer the Called Units The Class A Fair Market Value required to the Calling Party, free and clear of any lien or encumbrance, with any documentation reasonably requested by the Calling Party to evidence such transfer, which documentation shall require the Called Party to make the representations and warranties in the immediately succeeding sentence. The transfer of the Called Units and acceptance of the aggregate Call Price of all Called Units by any Person selling such Called Units pursuant to this Section 9.4 shall be deemed accompanied with a representation and warranty by such Person that: (1) such Person has full right, title and interest in and to such Called Units; (2) such Person has all necessary power and authority and has taken all necessary action to sell such Called Units as contemplated hereby; (3) such Called Units are free and clear of any and all liens or encumbrances; and (4) there is no adverse claim paid with respect to the IDT Investments Call shall be paid within ten (10) days after the IDT Investments Call is exercised (but in no event prior to the second anniversary of the date hereof), with at least 90% to be paid in cash and the remaining portion to be paid in IDT Investments Preferred Stock, with the exact combination to be determined in the sole discretion of IDT Investments. Such satisfaction of the IDT Investments Call shall, at the option of IDT Investments, be structured in the most tax efficient manner as determined by IDT Investments; provided, that such Called Units.structuring shall not change the payment terms of the IDT Investments Call described above (c) The Calling Party may pay the aggregate Call Price of all Called Units in (i) lump-sum cash, by wire transfer of immediately available funds, (ii) Black Knight’s common stock (which common stock (A) shall Class A Fair Market Value required to be valued based on the average closing stock prices of Black Knight’s common stock for the twenty (20) trading days immediately preceding the date that Black Knight receives written notice of the approval of the Appraisal Price, (B) shall be restricted securities the resale of which shall be registered immediately following the issuance of such common stock pursuant to an effective shelf registration statement (which Black Knight shall ensure remains effective paid with respect to Cannae or THL the Liberty Sub Call shall be paid within ten (10) days after the Liberty Sub Call is exercised (but in no event prior to the second anniversary of the date hereof), with at least until 90% to be paid in cash and the remaining portion to be paid in Liberty Sub Preferred Stock, with the exact combination to be determined in the sole discretion of Liberty Sub. Such satisfaction of the Liberty Sub Call shall, at the option of Liberty Sub, be structured in the most tax efficient manner as determined by Liberty Sub; provided, that such structuring shall not change the payment terms of the Liberty Sub Call described above. (d) The IDT Investments Call may be assigned by IDT Investments or any of its Affiliates to Liberty Sub at any time at which Cannae without the consent of AT&T or THLAT&T Sub; provided, however, that if the IDT Investments Call is assigned to Liberty Sub or any of its Affiliates, Liberty Sub or its Affiliate, as applicablethe case may be, no longer owns more than 2% of shall be permitted to satisfy the then outstanding IDT Investments Call in part by delivering to AT&T Sub shares of Black Knight’s common stock and any shares of Black Knight’s common stock then held by Cannae or THL, as applicable, are otherwise freely tradable pursuant to Rule 144 of the Securities Act without volume restrictions or other limitations, subject to customary blackout provisions in the event Black Knight is unable to file, amend or supplement such shelf registration statement or the applicable prospectus or prospectus supplement as a result of a pending material transaction or other material event) and (C) shall not be subject to a contractual lockup or any other trading restriction, except for trading restrictions applicable to affiliates and/or insiders and customary blackout periods) or (iii) a combination of cash and Black Knight common stock (valued in accordance with clause (ii)). The Calling Parties agree that, Liberty Sub Preferred Stock to the extent that they choose IDT Investments would have been permitted to pay satisfy the aggregate Call Price IDT Investments Put in part by delivering to AT&T Sub shares of all Called Units with common stock of Black Knight, they shall use reasonable efforts to structure such purchase of Called Units in a manner that is tax efficient for the Calling Party and Cannae or THL, as applicableIDT Investments Preferred Stock.

Call Rights. (a) Following If, prior to the third consummation of an IPO, an Executive Management Investor’s employment by or position with WireCo and all of its Subsidiaries (3rdor their respective successors under the Employment Agreement, if any) anniversary is terminated (i) by WireCo or its Subsidiaries (or their respective successors under the Employment Agreement, if any) for any reason or (ii) by the Executive Management Investor for any reason, WireCo shall have the right, at its election, to redeem or repurchase all (but not less than all) of the Closing Date until Executive Management Investor’s shares of WireCo Common Stock (including any shares held by any of its Permitted Transferees), within twelve (12) months after such time as termination (with respect to any shares of WireCo Common Stock acquired after such termination upon the exercise or conversion of WireCo Convertible Securities held by the Executive Management Investor, such period to run from the date of exercise or conversion) at a Public Offering has been consummated, Black Knight or Parent (each, a “Calling Party”) may, but price equal to the Fair Market Value of such WireCo Common Stock; provided that WireCo shall not redeem or purchase any shares held by the Executive Management Investor for less than 185 days; provided further that such twelve (12) month period shall be tolled for any period during which WireCo is actively seeking the consent of any legal, judicial, regulatory, or other governmental body required to, elect by written notice to consummate such redemption or repurchase. (the “Call Notice”b) to purchase all of the Cannae Units, all of the THL Units and/or all of the THL Holding Company Interests (such right, the “Call Right”) and, if such option is exercised, Cannae and THL (each, a “Called Party”)WireCo or NewCo, as applicable, shall sell pay the purchase price under Section 4.1(a) in cash to the Calling Party all of the Cannae Units, all of the THL Units and/or all of the THL Holding Company Interests (subject to Section 8.2(i)) owned by such Called Party, as applicable (the “Called Units”), at a price per Unit equal to the Call Price. (b) The closing of the purchase by the Calling Party of the Called Units pursuant to Section 9.4(a) shall take place at the principal office of the Company on the date chosen by the Calling Party, which date shall in no event be more than thirty (30) days after determination of the Call Price (subject to any extension necessary to obtain any required regulatory or shareholder approvals as well as to ensure a shelf registration statement is effective on the purchase date, such extension to last no longer than 180 days from the delivery of such notice). If such date is not a business day, such purchase shall occur on the next succeeding business day. At such closing, extent that (i) the Calling Party shall pay the Called Party, and (ii) the Called Party shall transfer the Called Units to the Calling Party, free and clear of any lien WireCo or encumbrance, with any documentation reasonably requested by the Calling Party to evidence such transfer, which documentation shall require the Called Party to make the representations and warranties in the immediately succeeding sentence. The transfer of the Called Units and acceptance of the aggregate Call Price of all Called Units by any Person selling such Called Units pursuant to this Section 9.4 shall be deemed accompanied with a representation and warranty by such Person that: (1) such Person has full right, title and interest in and to such Called Units; (2) such Person has all necessary power and authority and has taken all necessary action to sell such Called Units as contemplated hereby; (3) such Called Units are free and clear of any and all liens or encumbrances; and (4) there is no adverse claim with respect to such Called Units. (c) The Calling Party may pay the aggregate Call Price of all Called Units in (i) lump-sum cash, by wire transfer of immediately available funds, (ii) Black Knight’s common stock (which common stock (A) shall be valued based on the average closing stock prices of Black Knight’s common stock for the twenty (20) trading days immediately preceding the date that Black Knight receives written notice of the approval of the Appraisal Price, (B) shall be restricted securities the resale of which shall be registered immediately following the issuance of such common stock pursuant to an effective shelf registration statement (which Black Knight shall ensure remains effective with respect to Cannae or THL at least until the time at which Cannae or THLNewCo, as applicable, no longer owns more than 2% has sufficient cash on hand to pay the purchase price or WireCo, Subsidiaries of the then outstanding shares of Black Knight’s common stock and any shares of Black Knight’s common stock then held by Cannae WireCo or THLNewCo, WireCo, as applicable, are otherwise freely tradable pursuant permitted to Rule 144 distribute the funds required for such purchases to WireCo or NewCo, as applicable (a “Subsidiary Dividend”) (under both applicable law and the indebtedness of WireCo and their respective Subsidiaries) and such funds are available and (ii) WireCo or NewCo, as applicable, is permitted to purchase such shares for cash (under both applicable law and such indebtedness). To the extent not so permitted, the purchase price shall be a continuing obligation of WireCo and NewCo, as applicable, and such amount shall be paid by WireCo or NewCo as applicable; before the payment of any dividends or distributions to Stockholders and shall accrue interest at the applicable federal rate for a debt instrument with a term of not over 3 years as defined in Section 1274(d) of the Securities Act without volume restrictions or other limitationsInternal Revenue Code of 1986, subject to customary blackout provisions in as amended (the event Black Knight is unable to file“Applicable Federal Rate”); provided, amend or supplement however, that any such shelf registration statement or the applicable prospectus or prospectus supplement as a result of a pending material transaction or other material event) and (C) obligation shall not be subject to a contractual lockup or any other trading restriction, except for trading restrictions applicable to affiliates and/or insiders and customary blackout periods) or (iii) a combination of cash and Black Knight common stock (valued in accordance with clause (ii)). The Calling Parties agree that, become such to the extent that they choose it would give rise to pay a default or potential default under any of WireCo or NewCo’s or their respective Subsidiaries’ credit arrangements and shall be held in suspense until such obligation would not give rise to such event. The Board of Directors of WireCo or managing body of NewCo may, in its discretion, assign the aggregate Call Price respective rights and obligations of all Called Units with common stock of Black KnightWireCo or NewCo under this Section 4.1 to any other Person, they but no such assignment shall use reasonable efforts to structure such purchase of Called Units in a manner that is tax efficient for the Calling Party and Cannae relieve WireCo or THLNewCo, as applicable, of its obligations to the extent not satisfied by such assignee.

Call Rights. (a) Following Upon the third terms and subject to the conditions of this Agreement, WWI (3rdor such affiliate of WWI as shall be designated by WWI) anniversary of shall have the Closing Date until such time as a Public Offering has been consummatedright and option (the "Call Option"), Black Knight or Parent (each, a “Calling Party”) may, but shall not be required to, elect exercisable by written notice (the “"Call Notice”") delivered to Heinz by registered mail or by overnight courier at any time (i) after the earlier to occur of (A) May 15, 2002 and (B) the date Artal could have delivered (without giving effect to the provisions of the Letter Agreement) a Sale Notice (as defined in the Stockholders' Agreement) to Heinz pursuant to Section 2.3 of the Stockholders' Agreement, provided that in no event shall such date be earlier than August 15, 2001 and (ii) on or before August 15, 2002 (the "Call Exercise Period") stating that WWI (or such affiliate of WWI) intends to exercise its right pursuant to this Section 1.2, to purchase from Heinz and to cause Heinz to sell to WWI (or such affiliate of WWI) any or all of the Cannae Units, all of the THL Units and/or all of the THL Holding Company Interests (such right, the “Call Right”) and, if such option is exercised, Cannae and THL (each, a “Called Party”), as applicable, shall sell to the Calling Party all of the Cannae Units, all of the THL Units and/or all of the THL Holding Company Interests (subject Subject Shares not previously purchased pursuant to Section 8.2(i)) owned by such Called Party, as applicable 1.1 hereof (the “Called Units”), at a "Call Shares") for an aggregate purchase price per Unit equal to the Call PricePrice (as hereinafter defined). The Call Notice shall also specify the Call Date (as hereinafter defined). The Call Notice shall be deemed to have been delivered (A) five business days after being mailed by registered mail (return receipt requested and postage prepaid) to the recipient or (B) one business day after being sent by overnight courier (receipt confirmation requested). If WWI fails to deliver a Call Notice during the Call Exercise Period, WWI shall have forfeited the Call Option. (b) The closing of For purposes hereof, the purchase term "Call Price" shall mean the Call Price Per Share multiplied by the Calling Party number of the Called Units Call Shares. Subject to adjustment pursuant to Section 9.4(a) shall take place at 1.3 hereof, the principal office of the Company on the date chosen by the Calling Party, which date shall in no event be more than thirty (30) days after determination of the "Call Price (subject to any extension necessary to obtain any required regulatory or shareholder approvals as well as to ensure a shelf registration statement is effective on the purchase date, such extension to last no longer than 180 days from the delivery of such notice). If such date is not a business day, such purchase Per Share" shall occur on the next succeeding business day. At such closing, (i) the Calling Party shall pay the Called Party, and (ii) the Called Party shall transfer the Called Units to the Calling Party, free and clear of any lien or encumbrance, with any documentation reasonably requested by the Calling Party to evidence such transfer, which documentation shall require the Called Party to make the representations and warranties in the immediately succeeding sentence. The transfer of the Called Units and acceptance of the aggregate Call Price of all Called Units by any Person selling such Called Units pursuant to this Section 9.4 shall be deemed accompanied with a representation and warranty by such Person that: (1) such Person has full right, title and interest in and to such Called Units; (2) such Person has all necessary power and authority and has taken all necessary action to sell such Called Units as contemplated hereby; (3) such Called Units are free and clear of any and all liens or encumbrances; and (4) there is no adverse claim with respect to such Called Unitsequal $19.00. (c) The Calling Party may pay the aggregate Call Price of all Called Units in (i) lump-sum cash, by wire transfer of immediately available funds, (ii) Black Knight’s common stock (which common stock (A) shall be valued based on the average closing stock prices of Black Knight’s common stock for the twenty (20) trading days immediately preceding the date that Black Knight receives written notice of the approval of the Appraisal Price, (B) shall be restricted securities the resale of which shall be registered immediately following the issuance of such common stock pursuant to an effective shelf registration statement (which Black Knight shall ensure remains effective with respect to Cannae or THL at least until the time at which Cannae or THL, as applicable, no longer owns more than 2% of the then outstanding shares of Black Knight’s common stock and any shares of Black Knight’s common stock then held by Cannae or THL, as applicable, are otherwise freely tradable pursuant to Rule 144 of the Securities Act without volume restrictions or other limitations, subject to customary blackout provisions in the event Black Knight is unable to file, amend or supplement such shelf registration statement or the applicable prospectus or prospectus supplement as a result of a pending material transaction or other material event) and (C) shall not be subject to a contractual lockup or any other trading restriction, except for trading restrictions applicable to affiliates and/or insiders and customary blackout periods) or (iii) a combination of cash and Black Knight common stock (valued in accordance with clause (ii)). The Calling Parties agree that, to the extent that they choose to pay the aggregate Call Price of all Called Units with common stock of Black Knight, they shall use reasonable efforts to structure such purchase of Called Units in a manner that is tax efficient for the Calling Party and Cannae or THL, as applicable.

Call Rights. (a) Following the third (3rd) anniversary Provided that no Event of Default as described in Section 9 of the Closing Date until such time as a Public Offering Securities Purchase Agreement has been consummatedoccurred, Black Knight or Parent upon ninety (each, a “Calling Party”90) may, but shall not be required to, elect by days prior written notice (the “"Call Notice”") to purchase all the holders of the Cannae Units, all of the THL Units and/or all of the THL Holding Company Interests (such rightWarrants, the “Call Right”) and, if Company shall have the right to call and require such option is exercised, Cannae and THL (each, a “Called Party”), as applicable, shall holders to sell to the Calling Party Company all of the Cannae Units, all of the THL Units and/or all of the THL Holding Company Interests (subject to Section 8.2(i)) owned by such Called Party, as applicable (the “Called Units”), at a price per Unit equal to the Call Price. (b) The closing of the purchase by the Calling Party of the Called Units pursuant to Section 9.4(a) shall take place holder's Warrants then outstanding at the principal office of the Company on the date chosen by the Calling Party, which date shall in no event be more than thirty (30) days after determination of the Call Price (subject to any extension necessary to obtain any required regulatory or shareholder approvals as well as to ensure a shelf registration statement is effective on the purchase date, such extension to last no longer than 180 days from the delivery termination of such notice). If such date is not a business day, such purchase shall occur on the next succeeding business day. At such closing, ninety (90) day period if: (i) the Calling Party shall pay closing sale price of the Called PartyCompany's American Depositary Shares on any national securities exchange or automatic quotation system on which the Company's American Depositary Shares are then listed or quoted, equals or exceeds $3.00 for twenty (20) consecutive trading days; and (ii) the Called Party shall transfer average daily trading volume of the Called Units Company's American Depositary Shares for such twenty trading day period exceeds 100,000 shares per day; and (iii) the American Depositary Shares representing 2,105,715 Warrant Exercise Shares (as defined in the Settlement Agreement referred to in the Calling PartySecurities Purchase Agreement) have been registered for resale pursuant to a registration statement declared effective under the Securities Act of 1933, free and clear of any lien or encumbranceas amended, with any documentation reasonably requested by the Calling Party to evidence United States Securities and Exchange Commission, and (iv) during the 90 day period commencing on the date the holder of this Warrant receives the Call Notice, the Company shall have complied with Section 1(a) herein. Any such transfer, which documentation notice shall require comply with Section 14 below and shall specify the Called Party to make the representations and warranties in the immediately succeeding sentencedate for purchase of such Warrants. The transfer of the Called Units and acceptance of the aggregate Call Price of all Called Units by any Person selling such Called Units pursuant to this Section 9.4 purchase price for each called warrant shall be deemed accompanied with a representation the Exercise Price and warranty by such Person that: (1) such Person has full right, title and interest in and to such Called Units; shall be paid within two (2) such Person has all necessary power and authority and has taken all necessary action to sell such Called Units as contemplated hereby; (3) such Called Units are free and clear Business Days of any and all liens or encumbrances; and (4) there is no adverse claim with respect to such Called Units. (c) The Calling Party may pay the aggregate Call Price receipt by the Company of all Called Units each Warrant. Notwithstanding anything else contained in (i) lump-sum cashthis Section 8, by wire transfer the holder of immediately available funds, (ii) Black Knight’s common stock (which common stock (A) this Warrant shall be valued based on entitled to exercise the average closing stock prices of Black Knight’s common stock for Warrant and sell the twenty underlying Warrant Shares during such ninety (2090) trading days immediately preceding the date that Black Knight receives written notice of the approval of the Appraisal Price, (B) shall be restricted securities the resale of which shall be registered immediately following the issuance of such common stock pursuant to an effective shelf registration statement (which Black Knight shall ensure remains effective with respect to Cannae or THL at least until the time at which Cannae or THL, as applicable, no longer owns more than 2% of the then outstanding shares of Black Knight’s common stock and any shares of Black Knight’s common stock then held by Cannae or THL, as applicable, are otherwise freely tradable pursuant to Rule 144 of the Securities Act without volume restrictions or other limitations, subject to customary blackout provisions in the event Black Knight is unable to file, amend or supplement such shelf registration statement or the applicable prospectus or prospectus supplement as a result of a pending material transaction or other material event) and (C) shall not be subject to a contractual lockup or any other trading restriction, except for trading restrictions applicable to affiliates and/or insiders and customary blackout periods) or (iii) a combination of cash and Black Knight common stock (valued day period in accordance with clause (ii)). The Calling Parties agree that, to the extent that they choose to pay the aggregate Call Price terms of all Called Units with common stock of Black Knight, they shall use reasonable efforts to structure such purchase of Called Units in a manner that is tax efficient for the Calling Party and Cannae or THL, as applicablethis Warrant.

Call Rights. From and after the second (a) Following the third (3rd2ND) anniversary of the Closing Date until such time as Signing Date, the Company may purchase all or any portion of this Right at the Call Redemption Price by delivery of a Public Offering has been consummated, Black Knight or Parent written notice to the Holder (each, a “Calling Party”) may, but shall not be required to, elect by written notice (the “Call Right Notice”) to purchase all of the Cannae Units, all of the THL Units and/or all of the THL Holding Company Interests (such right, the “Call Right”) and, if such option is exercised, Cannae and THL (each, a “Called Party”), as applicable, which Call Right Notice shall sell specify that portion of this Right that the Company shall redeem pursuant to the Calling Party all this Section 8 (which portion shall be determined by a number of the Cannae Units, all of the THL Units and/or all of the THL Holding Company Interests (subject to Section 8.2(i)) owned Common Shares represented by such Called Party, as applicable (the “Called Units”), at a price per Unit equal to this Right on the Call Price. (b) The closing of the purchase Demand Date as specified by the Calling Party of the Called Units pursuant to Section 9.4(a) shall take place at the principal office of the Company on the date chosen by the Calling Partyin such Call Right Notice, which shall be a date shall in no event be more later than thirty (30) days after determination of the Call Price Right Notice is sent (subject to any extension necessary to obtain any required regulatory or shareholder approvals as well as to ensure a shelf registration statement is effective on the purchase date, such extension to last no longer than 180 days from the delivery of such notice“Call Payment Date”). If On the Call Payment Date, the Company shall pay the Call Redemption Price payable to such date is not a business dayHolder at the Company’s option, such purchase shall occur on the next succeeding business day. At such closing, either (i) the Calling Party shall pay the Called Party, and (ii) the Called Party shall transfer the Called Units to the Calling Party, free and clear of any lien or encumbrance, with any documentation reasonably requested by the Calling Party to evidence such transfer, which documentation shall require the Called Party to make the representations and warranties in the immediately succeeding sentence. The transfer of the Called Units and acceptance of the aggregate Call Price of all Called Units by any Person selling such Called Units pursuant to this Section 9.4 shall be deemed accompanied with a representation and warranty by such Person that: (1) such Person has full right, title and interest in and to such Called Units; (2) such Person has all necessary power and authority and has taken all necessary action to sell such Called Units as contemplated hereby; (3) such Called Units are free and clear of any and all liens or encumbrances; and (4) there is no adverse claim with respect to such Called Units. (c) The Calling Party may pay the aggregate Call Price of all Called Units in (i) lump-sum cash, by wire transfer of immediately available funds, (ii) Black Knight’s common stock (which common stock (A) shall be valued based on by executing and delivering to the average closing stock prices Holder of Black Knight’s common stock for the twenty (20) trading days immediately preceding the date that Black Knight receives written notice of the approval of the Appraisal Price, (B) shall be restricted securities the resale of which shall be registered immediately following the issuance of such common stock pursuant to an effective shelf registration statement (which Black Knight shall ensure remains effective with respect to Cannae or THL at least until the time at which Cannae or THL, as applicable, no longer owns more than 2% of the then outstanding shares of Black Knight’s common stock and any shares of Black Knight’s common stock then held by Cannae or THL, as applicable, are otherwise freely tradable pursuant to Rule 144 of the Securities Act without volume restrictions or other limitations, subject to customary blackout provisions this Right a promissory note in the event Black Knight is unable form attached hereto as Exhibit B, having a principal amount equal to filethe Call Redemption Price payable to the Holder, amend or supplement such shelf registration statement or the applicable prospectus or prospectus supplement as a result of a pending material transaction or other material event) and (C) shall not be subject to a contractual lockup or any other trading restriction, except for trading restrictions applicable to affiliates and/or insiders and customary blackout periods) or (iii) a any combination of cash or promissory note, and Black Knight common stock if the election made pursuant to this Section 8 is only with respect to a portion of this Right, the Company shall issue to the Holder a new Right or Rights of like tenor, dated the date hereof and calling in the aggregate on the face or faces thereof for the number of Shares equal to the number of such Shares called for on the face of this Right minus the number of Common Shares representing that portion of the Right being redeemed, as set forth in the applicable Call Right Notice. Holders of Rights shall surrender this Right (valued or an affidavit of loss in form and substance reasonably satisfactory to the Company). Assuming compliance by the Company with its obligation to pay hereunder on the Call Payment Date, the right to exercise this right for Shares that are being redeemed hereunder pursuant to this Section 8 shall terminate, and this Right shall represent (i) the right of the Holder to receive the applicable Call Redemption Price from the Company in accordance with clause this Section 8 and (ii)). The Calling Parties agree that) in the case of a redemption only with respect to a portion of this Right, to the extent that they choose to pay the aggregate Call Price of all Called Units with common stock of Black Knight, they shall use reasonable efforts to structure such purchase of Called Units in a manner that is tax efficient new Right or Rights for the Calling Party and Cannae or THL, remaining portion of this Right as applicabledescribed in this Section 8.

Call Rights. Notwithstanding anything herein or in the Other Agreements to the contrary (a) Following the third (3rd) anniversary including Section 3.7 of the Closing Date until Shareholders Agreement), the Participant and the Company agree that the provisions of this Section 5(e) shall apply with respect to the Vested Shares and any shares into which such time Vested Shares are exchanged or converted in connection with or prior to any IPO (collectively, the “Subject Shares”). (i) Within 270 days following a Participant’s Termination of Relationship for any reason (or the date on which the Restricted Shares become Vested Shares, if later), the Company shall have the right (but not the obligation) to repurchase all or any portion of the Subject Shares, and the Participant shall be obligated to sell any such Subject Shares in accordance with this Section 5(e). Any Permitted Transferee that received Subject Shares pursuant to clause (b) of the definition of Permitted Transfer as set forth in the Shareholders Agreement shall be subject to this Section 5(e) as if such Permitted Transferee and the Participant through which such Permitted Transferee received such Subject Shares are one and the same. For the avoidance of doubt, the Company’s repurchase of a Public Offering has been consummatedportion of the Subject Shares held by the Participant (or Permitted Transferee) shall not preclude the Company from repurchasing additional Subject Shares held by such Participant (or Permitted Transferee) at a later date or dates within the 270-day period(s) described above. (ii) In the event that the Company wishes to exercise its rights pursuant to this Section 5(e), Black Knight the Company shall deliver to such Participant (or Parent (eachhis or her heirs or representatives), a “Calling Party”) may, but shall not be required to, elect by timely written notice (the “Call Repurchase Notice”) to purchase all that sets forth (i) the number of Subject Shares the Company is repurchasing, (ii) an indication of the Cannae Unitsprice to be paid for each such Subject Shares and (iii) the anticipated closing date of such transaction. The Company shall have the right to revoke the Repurchase Notice at any time prior to the consummation of such repurchase. (iii) Any repurchase of Subject Shares by the Company pursuant to the terms of this Section 5(e) shall be consummated on a date (the “Repurchase Date”) within thirty (30) calendar days following delivery of a Repurchase Notice. Any repurchase of Subject Shares by the Company pursuant to the terms of this Section 5(e) shall be made: (A) with respect to Subject Shares that are repurchased prior to an IPO, all in cash at a price per Subject Share equal to the Fair Market Value of a Class A Share as most recently reported to Shareholders by the Company; (B) with respect to Subject Shares that are repurchased after an IPO, in cash at a price per Subject Share equal to the volume weighted average closing trading price on the principal exchange where the Subject Shares are traded during the 60-trading day period immediately preceding the date of the THL Units and/or all Repurchase Notice. (iv) The Repurchase Price (defined below) shall be paid in a lump sum cash payment on the Repurchase Date. The Participant (or Permitted Transferee) hereby agrees that upon his or her receipt of such Repurchase Price, the outstanding Subject Shares then owned by such Participant (or Permitted Transferee) that are sold pursuant to this Section 5(e) shall automatically be transferred, sold and assigned to the Company and the Secretary of the THL Holding Company Interests (shall automatically and irrevocably be appointed to transfer such rightSubject Shares to the Company on the books of the Company with full power of substitution. For purposes of this Section 5(e), the “Call Right”) and, if such option is exercised, Cannae and THL (each, a “Called Party”Repurchase Price” means the price referred to in Section 5(e)(iii), as applicable, shall sell to the Calling Party all of the Cannae Units, all of the THL Units and/or all of the THL Holding Company Interests (subject to Section 8.2(i)) owned by such Called Party, as applicable (the “Called Units”), at a price per Unit equal to the Call Price. (b) The closing of the purchase by the Calling Party of the Called Units pursuant to Section 9.4(a) shall take place at the principal office of the Company on the date chosen by the Calling Party, which date shall in no event be more than thirty (30) days after determination of the Call Price (subject to any extension necessary to obtain any required regulatory or shareholder approvals as well as to ensure a shelf registration statement is effective on the purchase date, such extension to last no longer than 180 days from the delivery of such notice). If such date is not a business day, such purchase shall occur on the next succeeding business day. At such closing, (i) the Calling Party shall pay the Called Party, and (ii) the Called Party shall transfer the Called Units to the Calling Party, free and clear of any lien or encumbrance, with any documentation reasonably requested by the Calling Party to evidence such transfer, which documentation shall require the Called Party to make the representations and warranties in the immediately succeeding sentence. The transfer of the Called Units and acceptance of the aggregate Call Price of all Called Units by any Person selling such Called Units pursuant to this Section 9.4 shall be deemed accompanied with a representation and warranty by such Person that: (1) such Person has full right, title and interest in and to such Called Units; (2) such Person has all necessary power and authority and has taken all necessary action to sell such Called Units as contemplated hereby; (3) such Called Units are free and clear of any and all liens or encumbrances; and (4) there is no adverse claim with respect to such Called Units. (c) The Calling Party may pay the aggregate Call Price of all Called Units in (i) lump-sum cash, by wire transfer of immediately available funds, (ii) Black Knight’s common stock (which common stock (A) shall be valued based on the average closing stock prices of Black Knight’s common stock for the twenty (20) trading days immediately preceding the date that Black Knight receives written notice of the approval of the Appraisal Price, (B) shall be restricted securities the resale of which shall be registered immediately following the issuance of such common stock pursuant to an effective shelf registration statement (which Black Knight shall ensure remains effective with respect to Cannae or THL at least until the time at which Cannae or THL, as applicable, no longer owns more than 2% of the then outstanding shares of Black Knight’s common stock and any shares of Black Knight’s common stock then held by Cannae or THL, as applicable, are otherwise freely tradable pursuant to Rule 144 of the Securities Act without volume restrictions or other limitations, subject to customary blackout provisions in the event Black Knight is unable to file, amend or supplement such shelf registration statement or the applicable prospectus or prospectus supplement as a result of a pending material transaction or other material event) and (C) shall not be subject to a contractual lockup or any other trading restriction, except for trading restrictions applicable to affiliates and/or insiders and customary blackout periods) or (iii) a combination of cash and Black Knight common stock (valued in accordance with clause (ii)). The Calling Parties agree that, to the extent that they choose to pay the aggregate Call Price of all Called Units with common stock of Black Knight, they shall use reasonable efforts to structure such purchase of Called Units in a manner that is tax efficient for the Calling Party and Cannae or THL, as applicable.

Call Rights. Notwithstanding anything herein or in the Other Agreements to the contrary (a) Following the third (3rd) anniversary including Section 3.7 of the Closing Date until Shareholders Agreement), the Participant and the Company agree that the provisions of this Section 6(e) shall apply with respect to the Vested Shares (“Subject Shares”). (i) Within 270 days following a Participant’s Termination of Relationship for any reason (or the date on which the Restricted Shares become Vested Shares, if later), the Company shall have the right (but not the obligation) to repurchase all or any portion of the Subject Shares, and the Participant shall be obligated to sell any such time Subject Shares in accordance with this Section 6(e). Any Permitted Transferee that received Subject Shares pursuant to clause (b) of the definition of Permitted Transfer as set forth in the Shareholders Agreement shall be subject to this Section 6(e) as if such Permitted Transferee and the Participant through which such Permitted Transferee received such Subject Shares are one and the same. For the avoidance of doubt, the Company’s repurchase of a Public Offering has been consummatedportion of the Subject Shares held by the Participant (or Permitted Transferee) shall not preclude the Company from repurchasing additional Subject Shares held by such Participant (or Permitted Transferee) at a later date or dates within the 270-day period(s) described above. (ii) In the event that the Company wishes to exercise its rights pursuant to this Section 6(e), Black Knight the Company shall deliver to such Participant (or Parent (eachhis or her heirs or representatives), a “Calling Party”) may, but shall not be required to, elect by timely written notice (the “Call Repurchase Notice”) to purchase all that sets forth (i) the number of Subject Shares the Company is repurchasing, (ii) an indication of the Cannae Units, all price to be paid for each such Subject Shares and (iii) the anticipated closing date of such transaction. The Company shall have the THL Units and/or all of right to revoke the THL Holding Company Interests (such right, the “Call Right”) and, if such option is exercised, Cannae and THL (each, a “Called Party”), as applicable, shall sell Repurchase Notice at any time prior to the Calling Party all consummation of such repurchase. (iii) Any repurchase of Subject Shares by the Cannae Units, all Company pursuant to the terms of the THL Units and/or all of the THL Holding Company Interests (subject to this Section 8.2(i)6(e) owned by such Called Party, as applicable shall be consummated on a date (the “Called UnitsRepurchase Date”)) within thirty (30) calendar days following delivery of a Repurchase Notice. Any repurchase of Subject Shares by the Company pursuant to the terms of this Section 6(e) shall be made: (A) with respect to Vested Shares which are repurchased prior to an IPO, if the Termination of Relationship occurred for any reason other than Cause, in cash at a price per Unit Vested Share equal to the Call Price.Fair Market Value of a Class A Share as most recently reported to Shareholders by the Company less the Group 3 Preference Amount (defined below); (bB) The closing of the purchase by the Calling Party of the Called Units pursuant to Section 9.4(a) shall take place at the principal office of the Company on the date chosen by the Calling Party, which date shall in no event be more than thirty (30) days after determination of the Call Price (subject to any extension necessary to obtain any required regulatory or shareholder approvals as well as to ensure a shelf registration statement is effective on the purchase date, such extension to last no longer than 180 days from the delivery of such notice). If such date is not a business day, such purchase shall occur on the next succeeding business day. At such closing, (i) the Calling Party shall pay the Called Party, and (ii) the Called Party shall transfer the Called Units to the Calling Party, free and clear of any lien or encumbrance, with any documentation reasonably requested by the Calling Party to evidence such transfer, which documentation shall require the Called Party to make the representations and warranties in the immediately succeeding sentence. The transfer of the Called Units and acceptance of the aggregate Call Price of all Called Units by any Person selling such Called Units pursuant to this Section 9.4 shall be deemed accompanied with a representation and warranty by such Person that: (1) such Person has full right, title and interest in and to such Called Units; (2) such Person has all necessary power and authority and has taken all necessary action to sell such Called Units as contemplated hereby; (3) such Called Units are free and clear of any and all liens or encumbrances; and (4) there is no adverse claim with respect to such Called Units. (c) The Calling Party may pay Vested Shares which are repurchased following an IPO, if the aggregate Call Price Termination of all Called Units Relationship occurred for any reason other than Cause, in (i) lump-sum cash, by wire transfer cash at a price per Vested Share equal to the volume weighted average closing trading price of immediately available funds, (ii) Black Knight’s common stock (which common stock (A) shall be valued based a Class A Share on the average closing stock prices of Black Knight’s common stock for principal exchange where the twenty (20) Class A Shares are traded during the 60-trading days day period immediately preceding the date that Black Knight receives written notice of the approval of Repurchase Notice less the Appraisal Price, Group 3 Preference Amount; and (BC) shall be restricted securities the resale of which shall be registered immediately following the issuance of such common stock pursuant to an effective shelf registration statement (which Black Knight shall ensure remains effective with respect to Cannae or THL Vested Shares which are repurchased following a Termination of Relationship for Cause, in cash at least until the time at which Cannae or THL, as applicable, no longer owns more than 2% of the then outstanding shares of Black Knight’s common stock and any shares of Black Knight’s common stock then held by Cannae or THL, as applicable, are otherwise freely tradable pursuant to Rule 144 of the Securities Act without volume restrictions or other limitations, subject to customary blackout provisions in the event Black Knight is unable to file, amend or supplement such shelf registration statement or the applicable prospectus or prospectus supplement as a result of a pending material transaction or other material event) and (C) shall not be subject to a contractual lockup or any other trading restriction, except for trading restrictions applicable to affiliates and/or insiders and customary blackout periods) or (iii) a combination of cash and Black Knight common stock (valued in accordance with clause (ii)). The Calling Parties agree that, price per Vested Share equal to the extent that they choose to pay original per Share Purchase Price paid by the aggregate Call Price of all Called Units with common stock of Black Knight, they shall use reasonable efforts to structure Participant for such purchase of Called Units in a manner that is tax efficient for the Calling Party and Cannae or THL, as applicableVested Shares.

Call Rights. (a) Following the third (3rd) anniversary Provided that no Event of Default as described in Section 9 of the Closing Date until such time as a Public Offering Securities Purchase Agreement has been consummatedoccurred, Black Knight or Parent upon ninety (each, a “Calling Party”90) may, but shall not be required to, elect by days prior written notice (the “"Call Notice”") to purchase all the holders of the Cannae Units, all of the THL Units and/or all of the THL Holding Company Interests (such rightWarrants, the “Call Right”) and, if Company shall have the right to call and require such option is exercised, Cannae and THL (each, a “Called Party”), as applicable, shall holders to sell to the Calling Party Company all of the Cannae Units, all of the THL Units and/or all of the THL Holding Company Interests (subject to Section 8.2(i)) owned by such Called Party, as applicable (the “Called Units”), at a price per Unit equal to the Call Price. (b) The closing of the purchase by the Calling Party of the Called Units pursuant to Section 9.4(a) shall take place holder's Warrants then outstanding at the principal office of the Company on the date chosen by the Calling Party, which date shall in no event be more than thirty (30) days after determination of the Call Price (subject to any extension necessary to obtain any required regulatory or shareholder approvals as well as to ensure a shelf registration statement is effective on the purchase date, such extension to last no longer than 180 days from the delivery termination of such notice). If such date is not a business day, such purchase shall occur on the next succeeding business day. At such closing, ninety (90) day period if: (i) the Calling Party shall pay closing sale price of the Called PartyCompany's American Depositary Shares on any national securities exchange or automatic quotation system on which the Company's American Depositary Shares are then listed or quoted, equals or exceeds $3.00 for twenty (20) consecutive trading days; and (ii) the Called Party shall transfer average daily trading volume of the Called Units Company's American Depositary Shares for such twenty trading day period exceeds 100,000 shares per day; and (iii) the American Depositary Shares representing 2,105,715 Warrant Exercise Shares (as defined in the Settlement Agreement referred to in the Calling PartySecurities Purchase Agreement) have been registered for resale pursuant to a registration statement declared effective under the Securities Act of 1993, free and clear of any lien or encumbranceas amended, with any documentation reasonably requested by the Calling Party to evidence United States Securities and Exchange Commission, and (iv) during the 90 day period commencing on the date the holder of this Warrant receives the Call Notice, the Company shall have complied with Section 1(a) herein. Any such transfer, which documentation notice shall require comply with Section 14 below and shall specify the Called Party to make the representations and warranties in the immediately succeeding sentencedate for purchase of such Warrants. The transfer of the Called Units and acceptance of the aggregate Call Price of all Called Units by any Person selling such Called Units pursuant to this Section 9.4 purchase price for each called warrant shall be deemed accompanied with a representation the Exercise Price and warranty by such Person that: (1) such Person has full right, title and interest in and to such Called Units; shall be paid within two (2) such Person has all necessary power and authority and has taken all necessary action to sell such Called Units as contemplated hereby; (3) such Called Units are free and clear Business Days of any and all liens or encumbrances; and (4) there is no adverse claim with respect to such Called Units. (c) The Calling Party may pay the aggregate Call Price receipt by the Company of all Called Units each Warrant. Notwithstanding anything else contained in (i) lump-sum cashthis Section 8, by wire transfer the holder of immediately available funds, (ii) Black Knight’s common stock (which common stock (A) this Warrant shall be valued based on entitled to exercise the average closing stock prices of Black Knight’s common stock for Warrant and sell the twenty underlying Warrant Shares during such ninety (2090) trading days immediately preceding the date that Black Knight receives written notice of the approval of the Appraisal Price, (B) shall be restricted securities the resale of which shall be registered immediately following the issuance of such common stock pursuant to an effective shelf registration statement (which Black Knight shall ensure remains effective with respect to Cannae or THL at least until the time at which Cannae or THL, as applicable, no longer owns more than 2% of the then outstanding shares of Black Knight’s common stock and any shares of Black Knight’s common stock then held by Cannae or THL, as applicable, are otherwise freely tradable pursuant to Rule 144 of the Securities Act without volume restrictions or other limitations, subject to customary blackout provisions in the event Black Knight is unable to file, amend or supplement such shelf registration statement or the applicable prospectus or prospectus supplement as a result of a pending material transaction or other material event) and (C) shall not be subject to a contractual lockup or any other trading restriction, except for trading restrictions applicable to affiliates and/or insiders and customary blackout periods) or (iii) a combination of cash and Black Knight common stock (valued day period in accordance with clause (ii)). The Calling Parties agree that, to the extent that they choose to pay the aggregate Call Price terms of all Called Units with common stock of Black Knight, they shall use reasonable efforts to structure such purchase of Called Units in a manner that is tax efficient for the Calling Party and Cannae or THL, as applicablethis Warrant.

Call Rights. (a) a. Following the third (3rd) anniversary of the Closing Date until such time as a Public Offering has been consummated, Black Knight or Parent (each, a “Calling Party”) may, but shall not be required to, elect by written notice (the “Call Notice”) to purchase all of the Cannae Units, all of the THL Units and/or all of the THL Holding Company Interests (such right, the “Call Right”) and, if such option is exercised, Cannae and THL (each, a “Called Party”), as applicable, shall sell to the Calling Party all of the Cannae Units, all of the THL Units and/or all of the THL Holding Company Interests (subject to Section 8.2(i)) owned by such Called Party, as applicable (the “Called Units”), at a price per Unit equal to the Call Price. (b) b. The closing of the purchase by the Calling Party of the Called Units pursuant to Section 9.4(a) shall take place at the principal office of the Company on the date chosen by the Calling Party, which date shall in no event be more than thirty (30) days after determination of the Call Price (subject to any extension necessary to obtain any required regulatory or shareholder approvals as well as to ensure a shelf registration statement is effective on the purchase date, such extension to last no longer than 180 days from the delivery of such notice). If such date is not a business day, such purchase shall occur on the next succeeding business day. At such closing, (i) the Calling Party shall pay the Called Party, and (ii) the Called Party shall transfer the Called Units to the Calling Party, free and clear of any lien or encumbrance, with any documentation reasonably requested by the Calling Party to evidence such transfer, which documentation shall require the Called Party to make the representations and warranties in the immediately succeeding sentence. The transfer of the Called Units and acceptance of the aggregate Call Price of all Called Units by any Person selling such Called Units pursuant to this Section 9.4 shall be deemed accompanied with a representation and warranty by such Person that: (1) such Person has full right, title and interest in and to such Called Units; (2) such Person has all necessary power and authority and has taken all necessary action to sell such Called Units as contemplated hereby; (3) such Called Units are free and clear of any and all liens or encumbrances; and (4) there is no adverse claim with respect to such Called Units. (c) c. The Calling Party may pay the aggregate Call Price of all Called Units in (i) lump-sum cash, by wire transfer of immediately available funds, (ii) Black Knight’s common stock (which common stock (A) shall be valued based on the average closing stock prices of Black Knight’s common stock for the twenty (20) trading days immediately preceding the date that Black Knight receives written notice of the approval of the Appraisal Price, (B) shall be restricted securities the resale of which shall be registered immediately following the issuance of such common stock pursuant to an effective shelf registration statement (which Black Knight shall ensure remains effective with respect to Cannae or THL at least until the time at which Cannae or THL, as applicable, no longer owns more than 2% of the then outstanding shares of Black Knight’s common stock and any shares of Black Knight’s common stock then held by Cannae or THL, as applicable, are otherwise freely tradable pursuant to Rule 144 of the Securities Act without volume restrictions or other limitations, subject to customary blackout provisions in the event Black Knight is unable to file, amend or supplement such shelf registration statement or the applicable prospectus or prospectus supplement as a result of a pending material transaction or other material event) and (C) shall not be subject to a contractual lockup or any other trading restriction, except for trading restrictions applicable to affiliates and/or insiders and customary blackout periods) or (iii) a combination of cash and Black Knight common stock (valued in accordance with clause (ii)). The Calling Parties agree that, to the extent that they choose to pay the aggregate Call Price of all Called Units with common stock of Black Knight, they shall use reasonable efforts to structure such purchase of Called Units in a manner that is tax efficient for the Calling Party and Cannae or THL, as applicable.

Call Rights. a. At any time, the Company shall have the right, in its sole discretion, to repurchase (a"call") Following the third Shares, if and to the extent then owned by Foothill (3rdand not its assigns or transferees, except for a private assignee or transferee that continues to have put rights and registration rights hereunder), and the Warrant, regardless of ownership thereof, at a purchase price of $5.28125 per share (the "Call Purchase Price") anniversary of Common Stock purchased or purchasable upon exercise of the Closing Date until such time as a Public Offering has been consummated, Black Knight or Parent Warrant (each, a “Calling Party”) may, but less any Warrant Price payable with respect to any portion of the Warrant then outstanding). Such call right shall not be required to, elect exercisable by written notice (the “"Call Notice”") given to purchase Foothill (and any applicable assigns). The Company shall effect the repurchase of the all of the Cannae Units, all of Securities (as defined in the THL Units and/or all of Securities Purchase Agreement) pursuant to the THL Holding Company Interests Call Notice by paying the purchase price therefor in cash to Foothill (such right, the “Call Right”) and, if such option is exercised, Cannae and THL (each, a “Called Party”)its assigns, as applicable, shall sell to the Calling Party all of the Cannae Units, all of the THL Units and/or all of the THL Holding Company Interests ) not less than ten (subject to Section 8.2(i)10) owned by such Called Party, as applicable (the “Called Units”), at a price per Unit equal to the Call Price. (b) The closing of the purchase by the Calling Party of the Called Units pursuant to Section 9.4(a) shall take place at the principal office of the Company on the date chosen by the Calling Party, which date shall in no event be nor more than thirty (30) days after determination delivery by the Company of the Call Price (Notice; and at such time each holder shall deliver to the Company the Securities to be repurchased, properly endorsed for transfer. Without limiting the generality of the foregoing provisions of this paragraph, once any Shares have been sold or transferred pursuant to Rule 144 promulgated under the Act, or pursuant to an effective registration statement under the Act, the Company shall have no further call rights with respect to such Shares. Any certificate representing Shares subject to the call right provided for herein shall bear the following legend: "THE SHARES EVIDENCED HEREBY ARE SUBJECT TO A CALL RIGHT IN FAVOR OF THE ISSUER HEREOF PURSUANT TO A SECURITIES ISSUANCE AGREEMENT, A COPY OF WHICH IS AVAILABLE FOR INSPECTION BY WRITTEN REQUEST TO THE COMPANY FROM ANY HOLDER OF THESE SHARES." If the Shares evidenced by any extension necessary certificate bearing the foregoing legend cease to obtain any required regulatory or shareholder approvals as well as be subject to ensure the call right provided for herein, the Company upon request and upon presentation by the holder thereof of the certificate bearing such legend will reissue a shelf registration statement is effective on certificate for such Shares without such a legend. b. Upon each adjustment in the purchase date, such extension Warrant Price pursuant to last no longer than 180 days from the delivery of such notice). If such date is not a business day, such purchase shall occur on the next succeeding business day. At such closingSection 4 hereof, (i) with respect to the Calling Party unexercised portion of this Warrant, the Call Purchase Price shall pay be adjusted as if such Call Purchase Price were subject to adjustment by the Called Partyterms of Section 4 in the same manner as the Warrant Price, and (ii) the Called Party shall transfer the Called Units to the Calling Party, free and clear of any lien or encumbrance, with any documentation reasonably requested by the Calling Party to evidence such transfer, which documentation shall require the Called Party to make the representations and warranties in the immediately succeeding sentence. The transfer of the Called Units and acceptance of the aggregate Call Price of all Called Units by any Person selling such Called Units pursuant to this Section 9.4 shall be deemed accompanied with a representation and warranty by such Person that: (1) such Person has full right, title and interest in and to such Called Units; (2) such Person has all necessary power and authority and has taken all necessary action to sell such Called Units as contemplated hereby; (3) such Called Units are free and clear of any and all liens or encumbrances; and (4) there is no adverse claim with respect to such Called Units. (c) The Calling Party may pay the aggregate Call Price Shares after exercise of all Called Units in (i) lump-sum cash, by wire transfer of immediately available funds, (ii) Black Knight’s common stock (which common stock (A) shall be valued based on the average closing stock prices of Black Knight’s common stock for the twenty (20) trading days immediately preceding the date that Black Knight receives written notice of the approval of the Appraisal Price, (B) shall be restricted securities the resale of which shall be registered immediately following the issuance of such common stock pursuant to an effective shelf registration statement (which Black Knight shall ensure remains effective with respect to Cannae or THL at least until the time at which Cannae or THL, as applicable, no longer owns more than 2% of the then outstanding shares of Black Knight’s common stock and any shares of Black Knight’s common stock then held by Cannae or THL, as applicable, are otherwise freely tradable pursuant to Rule 144 of the Securities Act without volume restrictions or other limitations, subject to customary blackout provisions in the event Black Knight is unable to file, amend or supplement such shelf registration statement or the applicable prospectus or prospectus supplement portion of the Warrant, the Call Purchase Price shall be adjusted as a result if such Call Purchase Price were subject to adjustment by the terms of a pending material transaction or other material eventSections 4(a) and 4(b) (Cand not Sections 4(c) shall not be subject to a contractual lockup or any other trading restriction, except for trading restrictions applicable to affiliates and/or insiders and customary blackout periodsthough (e)) or (iii) a combination of cash and Black Knight common stock (valued in accordance with clause (ii)). The Calling Parties agree that, to the extent that they choose to pay same manner as the aggregate Call Price of all Called Units with common stock of Black Knight, they shall use reasonable efforts to structure such purchase of Called Units in a manner that is tax efficient for the Calling Party and Cannae or THL, as applicableWarrant Price.

Call Rights. Notwithstanding anything herein or in the Other Agreements to the contrary (a) Following the third (3rd) anniversary including Section 3.7 of the Closing Date until Shareholders Agreement), the Participant and the Company agree that the provisions of this Section 6(e) shall apply with respect to the Vested Shares (“Subject Shares”). (i) Within 270 days following a Participant’s Termination of Relationship for any reason (or the date on which the Restricted Shares become Vested Shares, if later), the Company shall have the right (but not the obligation) to repurchase all or any portion of the Subject Shares, and the Participant shall be obligated to sell any such time Subject Shares in accordance with this Section 6(e). Any Permitted Transferee that received Subject Shares pursuant to clause (b) of the definition of Permitted Transfer as set forth in the Shareholders Agreement shall be subject to this Section 6(e) as if such Permitted Transferee and the Participant through which such Permitted Transferee received such Subject Shares are one and the same. For the avoidance of doubt, the Company’s repurchase of a Public Offering has been consummatedportion of the Subject Shares held by the Participant (or Permitted Transferee) shall not preclude the Company from repurchasing additional Subject Shares held by such Participant (or Permitted Transferee) at a later date or dates within the 270-day period(s) described above. (ii) In the event that the Company wishes to exercise its rights pursuant to this Section 6(e), Black Knight the Company shall deliver to such Participant (or Parent (eachhis or her heirs or representatives), a “Calling Party”) may, but shall not be required to, elect by timely written notice (the “Call Repurchase Notice”) to purchase all that sets forth (i) the number of Subject Shares the Company is repurchasing, (ii) an indication of the Cannae Units, all price to be paid for each such Subject Shares and (iii) the anticipated closing date of such transaction. The Company shall have the THL Units and/or all of right to revoke the THL Holding Company Interests (such right, the “Call Right”) and, if such option is exercised, Cannae and THL (each, a “Called Party”), as applicable, shall sell Repurchase Notice at any time prior to the Calling Party all consummation of such repurchase. (iii) Any repurchase of Subject Shares by the Cannae Units, all Company pursuant to the terms of the THL Units and/or all of the THL Holding Company Interests (subject to this Section 8.2(i)6(e) owned by such Called Party, as applicable shall be consummated on a date (the “Called UnitsRepurchase Date”)) within thirty (30) calendar days following delivery of a Repurchase Notice. Any repurchase of Subject Shares by the Company pursuant to the terms of this Section 6(e) shall be made: (A) with respect to Vested Shares which are repurchased prior to an IPO, if the Termination of Relationship occurred for any reason other than Cause, in cash at a price per Unit Vested Share equal to the Call Price.Fair Market Value of a Class A Share as most recently reported to Shareholders by the Company less the Group 2 Preference Amount (defined below); (bB) The closing of the purchase by the Calling Party of the Called Units pursuant to Section 9.4(a) shall take place at the principal office of the Company on the date chosen by the Calling Party, which date shall in no event be more than thirty (30) days after determination of the Call Price (subject to any extension necessary to obtain any required regulatory or shareholder approvals as well as to ensure a shelf registration statement is effective on the purchase date, such extension to last no longer than 180 days from the delivery of such notice). If such date is not a business day, such purchase shall occur on the next succeeding business day. At such closing, (i) the Calling Party shall pay the Called Party, and (ii) the Called Party shall transfer the Called Units to the Calling Party, free and clear of any lien or encumbrance, with any documentation reasonably requested by the Calling Party to evidence such transfer, which documentation shall require the Called Party to make the representations and warranties in the immediately succeeding sentence. The transfer of the Called Units and acceptance of the aggregate Call Price of all Called Units by any Person selling such Called Units pursuant to this Section 9.4 shall be deemed accompanied with a representation and warranty by such Person that: (1) such Person has full right, title and interest in and to such Called Units; (2) such Person has all necessary power and authority and has taken all necessary action to sell such Called Units as contemplated hereby; (3) such Called Units are free and clear of any and all liens or encumbrances; and (4) there is no adverse claim with respect to such Called Units. (c) The Calling Party may pay Vested Shares which are repurchased following an IPO, if the aggregate Call Price Termination of all Called Units Relationship occurred for any reason other than Cause, in (i) lump-sum cash, by wire transfer cash at a price per Vested Share equal to the volume weighted average closing trading price of immediately available funds, (ii) Black Knight’s common stock (which common stock (A) shall be valued based a Class A Share on the average closing stock prices of Black Knight’s common stock for principal exchange where the twenty (20) Class A Shares are traded during the 60-trading days day period immediately preceding the date that Black Knight receives written notice of the approval of Repurchase Notice less the Appraisal Price, Group 2 Preference Amount; and (BC) shall be restricted securities the resale of which shall be registered immediately following the issuance of such common stock pursuant to an effective shelf registration statement (which Black Knight shall ensure remains effective with respect to Cannae or THL Vested Shares which are repurchased following a Termination of Relationship for Cause, in cash at least until the time at which Cannae or THL, as applicable, no longer owns more than 2% of the then outstanding shares of Black Knight’s common stock and any shares of Black Knight’s common stock then held by Cannae or THL, as applicable, are otherwise freely tradable pursuant to Rule 144 of the Securities Act without volume restrictions or other limitations, subject to customary blackout provisions in the event Black Knight is unable to file, amend or supplement such shelf registration statement or the applicable prospectus or prospectus supplement as a result of a pending material transaction or other material event) and (C) shall not be subject to a contractual lockup or any other trading restriction, except for trading restrictions applicable to affiliates and/or insiders and customary blackout periods) or (iii) a combination of cash and Black Knight common stock (valued in accordance with clause (ii)). The Calling Parties agree that, price per Vested Share equal to the extent that they choose to pay original per Share Purchase Price paid by the aggregate Call Price of all Called Units with common stock of Black Knight, they shall use reasonable efforts to structure Participant for such purchase of Called Units in a manner that is tax efficient for the Calling Party and Cannae or THL, as applicableVested Shares.

Call Rights. (aThe Company shall have the right to call and ----------- require the Holder(s) Following the third (3rd) anniversary of the Closing Date until such time as a Public Offering has been consummated, Black Knight or Parent (each, a “Calling Party”) may, but shall not be required to, elect by written notice (the “Call Notice”) this Warrant to purchase all of the Cannae Units, all of the THL Units and/or all of the THL Holding Company Interests (such right, the “Call Right”) and, if such option is exercised, Cannae and THL (each, a “Called Party”), as applicable, shall sell to the Calling Party Company all of the Cannae Units, all of the THL Units and/or all of the THL Holding Company Interests (subject to Section 8.2(i)) owned by such Called Party, as applicable (the “Called Units”), at a price per Unit equal to the Call Price. (b) The closing of the purchase by the Calling Party of the Called Units pursuant to Section 9.4(a) shall take place at the principal office of the Company Holder's Warrants then outstanding on the date chosen by the Calling Party, which date shall in no event be more than thirty that is (3090) days after determination the date on which written notice is given by the Company to the record Holder(s) of this Warrant of the Call Price (subject Company's intent to any extension necessary to obtain any required regulatory or shareholder approvals as well as to ensure a shelf registration statement is effective on the purchase date, exercise such extension to last no longer than 180 days from the delivery of such notice). If such date is not a business day, such purchase shall occur on the next succeeding business day. At such closing, call right if (i) the Calling Party shall pay closing sale price of the Called PartyCompany's American Depositary Shares on any national securities exchange or automatic quotation system on which the Company's American Depositary Shares are then listed or quoted, equals or exceeds $7.00 for twenty (20) consecutive trading days; and (ii) the Called Party shall transfer the Called Units to the Calling Party, free and clear of any lien or encumbrance, with any documentation reasonably requested by the Calling Party to evidence such transfer, which documentation shall require the Called Party to make the representations and warranties in the immediately succeeding sentence. The transfer average daily trading volume of the Called Units and acceptance of the aggregate Call Price of all Called Units by any Person selling Company's American Depositary Shares for such Called Units pursuant to this Section 9.4 shall be deemed accompanied with a representation and warranty by such Person that: (1) such Person has full right, title and interest in and to such Called Units; (2) such Person has all necessary power and authority and has taken all necessary action to sell such Called Units as contemplated hereby; (3) such Called Units are free and clear of any and all liens or encumbrancestwenty trading day period exceeds 50,000 shares per day; and (4iii) there is no adverse claim during the 90 day period commencing on the date the holder of this Warrant receives the Call Notice, the Company shall have complied with respect Section 1(a) herein. Any such notice shall comply with Section 14 below and shall specify the date for purchase of this Warrant. The purchase price for each called Warrant shall be an amount equal to such Called Units. (cA)(x) The Calling Party may pay the average closing sale price of the Company's American Depositary Shares on the principal national securities exchange or automatic quotation system on which the Company's American Depositary Shares are then listed or quoted during the twenty trading day period prior to the date of purchase of this Warrant, multiplied by (y) the number of Ordinary Shares issuable upon the exercise of this Warrant, minus (B) the aggregate Call Exercise Price payable upon the exercise of all Called Units this Warrant in (i) lump-sum cash, full. The purchase price shall be paid by the Company by wire transfer of immediately available fundsfunds to an account designated by the Holder of this Warrant against delivery by such Holder of this Warrant to the Company for cancellation free and clear of all encumbrances. Notwithstanding anything else contained in this Section 8, (ii) Black Knight’s common stock (which common stock (A) the Holder of this Warrant shall be valued based on entitled to exercise the average closing stock prices of Black Knight’s common stock for Warrant and sell the twenty underlying Warrant Shares during such ninety (2090) trading days immediately preceding the date that Black Knight receives written notice of the approval of the Appraisal Price, (B) shall be restricted securities the resale of which shall be registered immediately following the issuance of such common stock pursuant to an effective shelf registration statement (which Black Knight shall ensure remains effective with respect to Cannae or THL at least until the time at which Cannae or THL, as applicable, no longer owns more than 2% of the then outstanding shares of Black Knight’s common stock and any shares of Black Knight’s common stock then held by Cannae or THL, as applicable, are otherwise freely tradable pursuant to Rule 144 of the Securities Act without volume restrictions or other limitations, subject to customary blackout provisions in the event Black Knight is unable to file, amend or supplement such shelf registration statement or the applicable prospectus or prospectus supplement as a result of a pending material transaction or other material event) and (C) shall not be subject to a contractual lockup or any other trading restriction, except for trading restrictions applicable to affiliates and/or insiders and customary blackout periods) or (iii) a combination of cash and Black Knight common stock (valued day period in accordance with clause (ii)). The Calling Parties agree that, to the extent that they choose to pay the aggregate Call Price terms of all Called Units with common stock of Black Knight, they shall use reasonable efforts to structure such purchase of Called Units in a manner that is tax efficient for the Calling Party and Cannae or THL, as applicablethis Warrant.

Call Rights. (a) Following the third (3rd) anniversary Provided that no Event of Default as described in Section 9 of the Closing Date until such time as a Public Offering Securities Purchase Agreement has been consummatedoccurred, Black Knight or Parent upon ninety (each, a “Calling Party”90) may, but shall not be required to, elect by days prior written notice (the “Call Notice”) to purchase all the holders of the Cannae Units, all of the THL Units and/or all of the THL Holding Company Interests (such rightWarrants, the “Call Right”) and, if Company shall have the right to call and require such option is exercised, Cannae and THL (each, a “Called Party”), as applicable, shall holders to sell to the Calling Party Company all of the Cannae Units, all of the THL Units and/or all of the THL Holding Company Interests (subject to Section 8.2(i)) owned by such Called Party, as applicable (the “Called Units”), at a price per Unit equal to the Call Price. (b) The closing of the purchase by the Calling Party of the Called Units pursuant to Section 9.4(a) shall take place holder’s Warrants then outstanding at the principal office of the Company on the date chosen by the Calling Party, which date shall in no event be more than thirty (30) days after determination of the Call Price (subject to any extension necessary to obtain any required regulatory or shareholder approvals as well as to ensure a shelf registration statement is effective on the purchase date, such extension to last no longer than 180 days from the delivery termination of such notice). If such date is not a business day, such purchase shall occur on the next succeeding business day. At such closing, ninety (90) day period if: (i) the Calling Party shall pay closing sale price of the Called PartyCompany’s American Depositary Shares on any national securities exchange or automatic quotation system on which the Company’s American Depositary Shares are then listed or quoted, equals or exceeds $3.00 for twenty (20) consecutive trading days; and (ii) the Called Party shall transfer average daily trading volume of the Called Units Company’s American Depositary Shares for such twenty trading day period exceeds 100,000 shares per day; and (iii) the American Depositary Shares representing 2,105,715 Warrant Exercise Shares (as defined in the Settlement Agreement referred to in the Calling PartySecurities Purchase Agreement) have been registered for resale pursuant to a registration statement declared effective under the Securities Act of 1933, free and clear of any lien or encumbranceas amended, with any documentation reasonably requested by the Calling Party to evidence United States Securities and Exchange Commission, and (iv) during the 90 day period commencing on the date the holder of this Warrant receives the Call Notice, the Company shall have complied with Section 1(a) herein. Any such transfer, which documentation notice shall require comply with Section 15 below and shall specify the Called Party to make the representations and warranties in the immediately succeeding sentencedate for purchase of such Warrants. The transfer of the Called Units and acceptance of the aggregate Call Price of all Called Units by any Person selling such Called Units pursuant to this Section 9.4 purchase price for each called warrant shall be deemed accompanied with a representation the Exercise Price and warranty by such Person that: (1) such Person has full right, title and interest in and to such Called Units; shall be paid within two (2) such Person has all necessary power and authority and has taken all necessary action to sell such Called Units as contemplated hereby; (3) such Called Units are free and clear Business Days of any and all liens or encumbrances; and (4) there is no adverse claim with respect to such Called Units. (c) The Calling Party may pay the aggregate Call Price receipt by the Company of all Called Units each Warrant. Notwithstanding anything else contained in (i) lump-sum cashthis Section 8, by wire transfer the holder of immediately available funds, (ii) Black Knight’s common stock (which common stock (A) this Warrant shall be valued based on entitled to exercise the average closing stock prices of Black Knight’s common stock for Warrant and sell the twenty underlying Warrant Shares during such ninety (2090) trading days immediately preceding the date that Black Knight receives written notice of the approval of the Appraisal Price, (B) shall be restricted securities the resale of which shall be registered immediately following the issuance of such common stock pursuant to an effective shelf registration statement (which Black Knight shall ensure remains effective with respect to Cannae or THL at least until the time at which Cannae or THL, as applicable, no longer owns more than 2% of the then outstanding shares of Black Knight’s common stock and any shares of Black Knight’s common stock then held by Cannae or THL, as applicable, are otherwise freely tradable pursuant to Rule 144 of the Securities Act without volume restrictions or other limitations, subject to customary blackout provisions in the event Black Knight is unable to file, amend or supplement such shelf registration statement or the applicable prospectus or prospectus supplement as a result of a pending material transaction or other material event) and (C) shall not be subject to a contractual lockup or any other trading restriction, except for trading restrictions applicable to affiliates and/or insiders and customary blackout periods) or (iii) a combination of cash and Black Knight common stock (valued day period in accordance with clause (ii)). The Calling Parties agree that, to the extent that they choose to pay the aggregate Call Price terms of all Called Units with common stock of Black Knight, they shall use reasonable efforts to structure such purchase of Called Units in a manner that is tax efficient for the Calling Party and Cannae or THL, as applicablethis Warrant.

Call Rights. (a) Following Upon the third (3rd) anniversary termination of the Closing Date until such time Holder's employment with ----------- the Company with cause, or the resignation of the Holder's employment with the Company (other than as a Public Offering has been consummatedthe result of the expiration of the Employment Period, Black Knight or Parent (eachas defined in the Employment Agreement), a “Calling Party”) maythe Company shall have the option to purchase, but and the Holder shall not be required toobligated to sell, elect the Shares issued upon all previous exercises of the Options. The Company shall be entitled to exercise the rights provided in this Section 15 by providing written notice (by certified mail, return receipt requested or delivered by hand with a written receipt to the “Call Notice”) to purchase all Holder of its election no later than 120 days after such termination or resignation at the address of the Cannae Units, all Holder set forth in the stock records of the THL Units and/or all Company (or if no such address is set forth in such stock records, in the personnel records of the THL Holding Company Interests (such right, Company). The purchase price of the “Call Right”) and, if such option is exercised, Cannae and THL (each, a “Called Party”)Shares shall be the Fair Market Value of the Shares, as applicabledefined below, shall sell as of the date the Company mails or otherwise delivers such written notice to the Calling Party all of the Cannae Units, all of the THL Units and/or all of the THL Holding Company Interests (subject Holder. Closing with respect to Section 8.2(i)) owned by such Called Party, as applicable (the “Called Units”), at a price per Unit equal to the Call Price. (b) The closing of the purchase by the Calling Party Company shall occur not later than ten (10) days after the date of the Called Units pursuant to Section 9.4(a) shall take place such notice at the principal office offices of the Company on or as the date chosen by parties may otherwise mutually agree. At such closing the Calling PartyHolder shall deliver the certificate or certificates evidencing such Shares, which date appropriately endorsed in blank for transfer, and the Company shall deliver in no event cash the purchase price for such Shares. If the Shares are not publicly traded, "Fair Market Value" of a Share shall be more than the price per share agreed upon between Company and the Holder. If such agreement cannot be reached within thirty (30) days after a written request by one party to the other party that a Fair Market Value be established, the Holder and Company shall each select, within ten (10) days thereafter, one (1) nationally recognized independent investment banking firm to determine the Fair Market Value. If a party fails to select an independent investment banking firm, the investment banking firm selected by the other party shall itself make the determination of the Call Price contemplated herein. If within thirty (subject to any extension necessary to obtain any required regulatory or shareholder approvals as well 30) days after their selection, such firms cannot agree as to ensure the Fair Market Value, within ten (10) days thereafter, they shall mutually select a shelf registration statement is effective on the purchase date, such extension to last no longer than 180 days from the delivery of such notice). If such date is not a business day, such purchase third nationally recognized independent investment banking firm which shall occur on the next succeeding business day. At such closing, (i) the Calling Party shall pay the Called Party, and (ii) the Called Party shall transfer the Called Units to the Calling Party, free and clear of any lien or encumbrance, with any documentation reasonably requested by the Calling Party to evidence such transfer, which documentation shall require the Called Party be engaged to make the representations and warranties in the immediately succeeding sentencedetermination as to Fair Market Value. Such third (3rd) investment banking firm shall make such determination within thirty (30) days of its engagement. The transfer determination of Fair Market Value under this Agreement shall be final and binding upon the parties. Each party shall bear the fees and expenses of the Called Units independent investment banking firm it selects, and acceptance the fees and expenses of the aggregate Call Price third (3rd) independent investment banking firm shall be borne equally by the parties. In determining Fair Market Value of a Share, the independent investment banking firms or firm shall determine the fair market value of all Called Units by any Person selling such Called Units pursuant to this Section 9.4 shall be deemed accompanied with a representation and warranty by such Person that: (1) such Person has full right, title and interest in and to such Called Units; (2) such Person has all necessary power and authority and has taken all necessary action to sell such Called Units as contemplated hereby; (3) such Called Units are free and clear of any and all liens or encumbrances; and (4) there is no adverse claim with respect to such Called Units. (c) The Calling Party may pay the aggregate Call Price of all Called Units in (i) lump-sum cash, by wire transfer of immediately available funds, (ii) Black Knight’s common stock (which common stock (A) shall be valued based on the average closing stock prices of Black Knight’s common stock for the twenty (20) trading days immediately preceding the date that Black Knight receives written notice of the approval of Company's common equity, including the Appraisal Price, (B) shall be restricted securities the resale of which shall be registered immediately following the issuance of such common stock pursuant to an effective shelf registration statement (which Black Knight shall ensure remains effective with respect to Cannae or THL at least until the time at which Cannae or THL, as applicable, no longer owns more than 2% of the then outstanding shares of Black Knight’s common stock and any other classes of common stock. The Fair Market Value of a Share shall be the amount determined by dividing the aggregate fair market value of all of the Company's common equity by the sum of (a) the number of then issued and outstanding shares of Black Knight’s common stock then held by Cannae or THL, as applicable, are otherwise freely tradable pursuant to Rule 144 all classes of the Securities Act without volume restrictions or other limitations, subject to customary blackout provisions in the event Black Knight is unable to file, amend or supplement such shelf registration statement or the applicable prospectus or prospectus supplement as a result of a pending material transaction or other material event) and (C) shall not be subject to a contractual lockup or any other trading restriction, except for trading restrictions applicable to affiliates and/or insiders and customary blackout periods) or (iii) a combination of cash and Black Knight common stock (valued in accordance with clause (ii)). The Calling Parties agree that, to the extent that they choose to pay the aggregate Call Price of all Called Units with common stock of Black Knightthe Company, and (b) the number of shares of Common Stock which could be purchased upon exercise of all stock options and other stock awards then granted. The independent investment banking firm or firms shall take into account Company's financial leverage and its capital structure and shall consider whatever factors it or they shall use reasonable efforts deem relevant, including the price to structure such purchase earnings ratio, the debt to equity ratio, the market value to book value ratio, and the market value to cash flow ratio of Called Units the common stock of publicly traded companies in a manner the same industry that is tax efficient are deemed reasonably comparable for the Calling Party and Cannae or THL, as applicablethis purpose.

Call Rights. (a) Following the third (3rd) anniversary occurrence of the Closing Date until such time as a Public Offering has been consummateddeath or Disability of JG, Black Knight or Parent (eachHHC shall have the right, a “Calling Party”) may, but shall not be required to, elect by upon written notice (the a “Call Notice”) to purchase all JG Topco (or upon receipt of the Cannae Units, all of the THL Units and/or all of the THL Holding Company Interests (such right, the “Call Right”) and, if such option is exercised, Cannae and THL (each, a “Called Party”), as applicable, shall sell to the Calling Party all of the Cannae Units, all of the THL Units and/or all of the THL Holding Company Interests (subject to Section 8.2(i)) owned by such Called Party, updated notice information from his duly authorized executor or legal guardian or legal representative as applicable (the “Called UnitsJG Executor”) together with supporting detail evidencing such authority to the reasonable satisfaction of HHC, to the JG Executor), to elect to purchase JG TopCo and its Permitted Transferees’ Interests in accordance with the terms of this Section 7.4 (a “Call”). Upon delivery of a Call Notice, at a price per Unit equal all of the voting, consent and approval rights (including with respect to Major Decisions) of JG TopCo, its Permitted Transferees and the JG Directors under this Agreement shall automatically terminate, provided that such rights shall be reinstated in the event HHC does not make the Call PricePayment when due and comply with the other terms of this Section 7.4. (b) The amount paid for JG TopCo and its Permitted Transferees’ Interests sold pursuant to a Call shall be the Fair Market Value as of the delivery of the Call Notice, paid in cash (subject to deduction of expenses in accordance with Section 7.4(c), the “Call Payment”). The transfer documentation effecting the Call shall be in form and substance reasonably acceptable to HHC (which for the avoidance of doubt shall include representations and warranties substantially the same as those made by JG TopCo in the MIPA), transferring JG TopCo and its Permitted Transferees’ Interests to HHC free and clear of all liens or encumbrances, other than under applicable securities laws and this Agreement. The closing of the any purchase by the Calling Party and sale of the Called Units JG TopCo and its Permitted Transferees’ Interests pursuant to Section 9.4(a) a Call shall take place occur at the principal office offices of the Company on the date chosen by tenth Business Day after the Calling Party, which date shall in no event be more than thirty (30) days after final determination of the Call Price Fair Market Value thereof in accordance with Sections 7.4(c) (subject to any extension necessary to obtain any or, if later, five (5) Business Days after all governmental or third party approvals required regulatory or shareholder approvals as well as to ensure a shelf registration statement is effective on for the purchase dateand sale have been obtained) or at such other place, such extension to last no longer than 180 days from date and time mutually agreed upon by HHC and JG TopCo (or the delivery of such noticeJG Executor, as applicable). If such date is not a business day, such purchase shall occur on the next succeeding business day. At such closing, (i) the Calling Party shall pay the Called Party, and (ii) the Called Party shall transfer the Called Units to the Calling Party, free and clear of any lien or encumbrance, with any documentation reasonably requested by the Calling Party to evidence such transfer, which documentation shall require the Called Party to make the representations and warranties in the immediately succeeding sentence. The transfer of the Called Units and acceptance of the aggregate Call Price of all Called Units by any Person selling such Called Units pursuant to this Section 9.4 shall be deemed accompanied with a representation and warranty by such Person that: (1) such Person has full right, title and interest in and to such Called Units; (2) such Person has all necessary power and authority and has taken all necessary action to sell such Called Units as contemplated hereby; (3) such Called Units are free and clear of any and all liens or encumbrances; and (4) there is no adverse claim with respect to such Called Units. (c) The Calling Party may pay For the aggregate period ending 30 days after delivery of a Call Price of all Called Units in Notice (i) lump-sum cashthe “Negotiation Period”), by wire transfer of immediately available fundsHHC and JG TopCo (or the JG Executor, (ii) Black Knight’s common stock (which common stock (Aas applicable) shall in good faith negotiate the Fair Market Value of JG TopCo and its Permitted Transferees’ Interests. In the event that HHC and JG TopCo (or the JG Executor, as applicable) agree thereon, such agreed upon value shall be valued based the Fair Market Value payable for such Interests. In the event that HHC and JG TopCo (or the JG Executor, as applicable) do not agree thereon within the Negotiation Period, then either HHC or JG TopCo (or the JG Executor, as applicable) may begin a “baseball arbitration” by giving the other written notice thereof (an “Arbitration Notice”). Within 30 days after the giving of an Arbitration Notice, HHC and JG TopCo (or the JG Executor, as applicable) shall (a) jointly select an independent nationally-recognized investment banking firm or valuation firm experienced in valuing businesses such as the Company who has not been hired or provided services to either HHC or JG TopCo (or the JG Executor, as applicable), or their respective Affiliates, within the last three years (but in the event they cannot agree on such a firm during such 30-day period, then the average closing stock prices of Black Knight’s common stock ICC International Centre for ADR will select such a firm pursuant to the ICC Rules for the twenty Appointment of Experts and Neutrals) (20the “Arbitrator”) trading days immediately preceding and (b) each submit to the date that Black Knight receives written notice other (and to the Arbitrator) its calculation of the approval Fair Market Value of JG TopCo and its Permitted Transferees’ Interests. The Arbitrator shall be instructed to choose the party (HHC or JG TopCo (or the JG Executor, as applicable)) whose calculation of the Appraisal PriceFair Market Value of JG TopCo and its Permitted Transferees’ Interests is closer to the calculation thereof by the Arbitrator, and such Party’s Fair Market Value calculation shall be the Fair Market Value of JG TopCo and its Permitted Transferees’ Interests for purposes of such Call, such determination being final and binding upon each Party and non-appealable. HHC and JG TopCo (Bor the JG Executor, as applicable) shall be restricted securities direct the resale Arbitrator to render its determination within 30 days following the submission of which the dispute to the Arbitrator. In acting hereunder, the Arbitrator shall be registered immediately following acting as an appraising expert and not as an arbitrator. For purposes of determining Fair Market Value, the issuance parties shall cooperate with and make available to each other and their respective Representatives and the Arbitrator (if applicable) all information, records and other data as may be reasonably required in connection with determining Fair Market Value and the resolution of any disputes with respect thereto. In connection with the resolution of any such common stock pursuant dispute by the Arbitrator, each of HHC and JG TopCo (or the JG Executor, as applicable) and their respective Representatives shall have a reasonable opportunity to an effective shelf registration statement (which Black Knight shall ensure remains effective jointly meet with the Arbitrator to provide their respective views as to any disputed issues with respect to Cannae or THL at least until the time at which Cannae or THL, as applicable, no longer owns more than 2% determination of Fair Market Value. The fees and expenses of the then outstanding shares of Black Knight’s common stock Arbitrator and any shares of Black Knight’s common stock then held by Cannae or THL, as applicable, are otherwise freely tradable pursuant to Rule 144 the other reasonable out-of-pocket fees and expenses of the Securities Act without volume restrictions or other limitationsparty that was selected by the Arbitrator incurred in connection with this Section 7.4 shall be borne, subject to customary blackout provisions in their entirety, by the event Black Knight is unable to file, amend or supplement such shelf registration statement or party that was not selected by the applicable prospectus or prospectus supplement as a result of a pending material transaction or other material event) and (C) shall not be subject to a contractual lockup or any other trading restriction, except for trading restrictions applicable to affiliates and/or insiders and customary blackout periods) or (iii) a combination of cash and Black Knight common stock (valued in accordance with clause (ii)). The Calling Parties agree that, to the extent that they choose to pay the aggregate Call Price of all Called Units with common stock of Black Knight, they shall use reasonable efforts to structure such purchase of Called Units in a manner that is tax efficient for the Calling Party and Cannae or THL, as applicableArbitrator.

Call Rights. Notwithstanding anything herein or in the Other Agreements to the contrary (a) Following the third (3rd) anniversary including Section 3.7 of the Closing Date until Shareholders Agreement), the Participant and the Company agree that the provisions of this Section 6(e) shall apply with respect to the Vested Shares and any shares into which such time Vested Shares are exchanged or converted in connection with or prior to any IPO (collectively, the “Subject Shares”). (i) Within 270 days following a Participant’s Termination of Relationship for any reason, the Company shall have the right (but not the obligation) to repurchase all or any portion of the Subject Shares, and the Participant shall be obligated to sell any such Subject Shares in accordance with this Section 6(e). Any Permitted Transferee that received Subject Shares pursuant to clause (b) of the definition of Permitted Transfer as set forth in the Shareholders Agreement shall be subject to this Section 6(e) as if such Permitted Transferee and the Participant through which such Permitted Transferee received such Subject Shares are one and the same. For the avoidance of doubt, the Company’s repurchase of a Public Offering has been consummatedportion of the Subject Shares held by the Participant (or Permitted Transferee) shall not preclude the Company from repurchasing additional Subject Shares held by such Participant (or Permitted Transferee) at a later date or dates within the 270-day period described above. (ii) In the event that the Company wishes to exercise its rights pursuant to this Section 6(e), Black Knight the Company shall deliver to such Participant (or Parent (eachhis or her heirs or representatives), a “Calling Party”) may, but shall not be required to, elect by timely written notice (the “Call Repurchase Notice”) to purchase all that sets forth (i) the number of Subject Shares the Company is repurchasing, (ii) an indication of the Cannae Unitsprice to be paid for each such Subject Shares and (iii) the anticipated closing date of such transaction. The Company shall have the right to revoke the Repurchase Notice at any time prior to the consummation of such repurchase. (iii) Any repurchase of Subject Shares by the Company pursuant to the terms of this Section 6(e) shall be consummated on a date (the “Repurchase Date”) within thirty (30) calendar days following delivery of a Repurchase Notice. Any repurchase of Subject Shares by the Company pursuant to the terms of this Section 6(e) shall be made: (A) with respect to Subject Shares that are repurchased prior to an IPO, all if the Termination of Relationship occurred for any reason other than Cause, in cash at a price per Subject Share equal to the Fair Market Value of a Class A Share as most recently reported to Shareholders by the Company; (B) with respect to Subject Shares that are repurchased after an IPO, if the Termination of Relationship occurred for any reason other than Cause, in cash at a price per Subject Share equal to the volume weighted average closing trading price on the principal exchange where the Subject Shares are traded during the 60-trading day period immediately preceding the date of the THL Units and/or all Repurchase Notice; and (C) with respect to Subject Shares that are repurchased following a Termination of Relationship for Cause (whether before or after an IPO), in cash at a price per Subject Share equal to original per Subject Share Purchase Price paid by the Participant, if any, for such Subject Share. (iv) The Repurchase Price (defined below) shall be paid in a lump sum cash payment on the Repurchase Date. The Participant (or Permitted Transferee) hereby agrees that upon his or her receipt of such Repurchase Price, the outstanding Subject Shares then owned by such Participant (or Permitted Transferee) that are sold pursuant to this Section 6(e) shall automatically be transferred, sold and assigned to the Company and the Secretary of the THL Holding Company Interests (shall automatically and irrevocably be appointed to transfer such rightSubject Shares to the Company on the books of the Company with full power of substitution. For purposes of this Section 6(e), the “Call Right”) and, if such option is exercised, Cannae and THL (each, a “Called Party”Repurchase Price” means the price referred to in Sections 6(e)(iii)(A)-(C), as applicable, shall sell to the Calling Party all of the Cannae Units, all of the THL Units and/or all of the THL Holding Company Interests (subject to Section 8.2(i)) owned by such Called Party, as applicable (the “Called Units”), at a price per Unit equal to the Call Price. (b) The closing of the purchase by the Calling Party of the Called Units pursuant to Section 9.4(a) shall take place at the principal office of the Company on the date chosen by the Calling Party, which date shall in no event be more than thirty (30) days after determination of the Call Price (subject to any extension necessary to obtain any required regulatory or shareholder approvals as well as to ensure a shelf registration statement is effective on the purchase date, such extension to last no longer than 180 days from the delivery of such notice). If such date is not a business day, such purchase shall occur on the next succeeding business day. At such closing, (i) the Calling Party shall pay the Called Party, and (ii) the Called Party shall transfer the Called Units to the Calling Party, free and clear of any lien or encumbrance, with any documentation reasonably requested by the Calling Party to evidence such transfer, which documentation shall require the Called Party to make the representations and warranties in the immediately succeeding sentence. The transfer of the Called Units and acceptance of the aggregate Call Price of all Called Units by any Person selling such Called Units pursuant to this Section 9.4 shall be deemed accompanied with a representation and warranty by such Person that: (1) such Person has full right, title and interest in and to such Called Units; (2) such Person has all necessary power and authority and has taken all necessary action to sell such Called Units as contemplated hereby; (3) such Called Units are free and clear of any and all liens or encumbrances; and (4) there is no adverse claim with respect to such Called Units. (c) The Calling Party may pay the aggregate Call Price of all Called Units in (i) lump-sum cash, by wire transfer of immediately available funds, (ii) Black Knight’s common stock (which common stock (A) shall be valued based on the average closing stock prices of Black Knight’s common stock for the twenty (20) trading days immediately preceding the date that Black Knight receives written notice of the approval of the Appraisal Price, (B) shall be restricted securities the resale of which shall be registered immediately following the issuance of such common stock pursuant to an effective shelf registration statement (which Black Knight shall ensure remains effective with respect to Cannae or THL at least until the time at which Cannae or THL, as applicable, no longer owns more than 2% of the then outstanding shares of Black Knight’s common stock and any shares of Black Knight’s common stock then held by Cannae or THL, as applicable, are otherwise freely tradable pursuant to Rule 144 of the Securities Act without volume restrictions or other limitations, subject to customary blackout provisions in the event Black Knight is unable to file, amend or supplement such shelf registration statement or the applicable prospectus or prospectus supplement as a result of a pending material transaction or other material event) and (C) shall not be subject to a contractual lockup or any other trading restriction, except for trading restrictions applicable to affiliates and/or insiders and customary blackout periods) or (iii) a combination of cash and Black Knight common stock (valued in accordance with clause (ii)). The Calling Parties agree that, to the extent that they choose to pay the aggregate Call Price of all Called Units with common stock of Black Knight, they shall use reasonable efforts to structure such purchase of Called Units in a manner that is tax efficient for the Calling Party and Cannae or THL, as applicable.

Call Rights. Notwithstanding anything herein or in the Other Agreements to the contrary (a) Following the third (3rd) anniversary including Section 3.7 of the Closing Date until Shareholders Agreement), the Participant and the Company agree that the provisions of this Section 6(d) shall apply with respect to the Vested Shares (“Subject Shares”). (i) Within 270 days following a Participant’s Termination of Relationship for any reason (or the date on which the Restricted Shares become Vested Shares, if later), the Company shall have the right (but not the obligation) to repurchase all or any portion of the Subject Shares, and the Participant shall be obligated to sell any such time Subject Shares in accordance with this Section 6(d). Any Permitted Transferee that received Subject Shares pursuant to clause (b) of the definition of Permitted Transfer as set forth in the Shareholders Agreement shall be subject to this Section 6(d) as if such Permitted Transferee and the Participant through which such Permitted Transferee received such Subject Shares are one and the same. For the avoidance of doubt, the Company’s repurchase of a Public Offering has been consummatedportion of the Subject Shares held by the Participant (or Permitted Transferee) shall not preclude the Company from repurchasing additional Subject Shares held by such Participant (or Permitted Transferee) at a later date or dates within the 270-day period(s) described above. (ii) In the event that the Company wishes to exercise its rights pursuant to this Section 6(d), Black Knight the Company shall deliver to such Participant (or Parent (eachhis or her heirs or representatives), a “Calling Party”) may, but shall not be required to, elect by timely written notice (the “Call Repurchase Notice”) to purchase all that sets forth (i) the number of Subject Shares the Company is repurchasing, (ii) an indication of the Cannae Units, all price to be paid for each such Subject Shares and (iii) the anticipated closing date of such transaction. The Company shall have the THL Units and/or all of right to revoke the THL Holding Company Interests (such right, the “Call Right”) and, if such option is exercised, Cannae and THL (each, a “Called Party”), as applicable, shall sell Repurchase Notice at any time prior to the Calling Party all consummation of such repurchase. (iii) Any repurchase of Subject Shares by the Cannae Units, all Company pursuant to the terms of the THL Units and/or all of the THL Holding Company Interests (subject to this Section 8.2(i)6(d) owned by such Called Party, as applicable shall be consummated on a date (the “Called UnitsRepurchase Date”)) within thirty (30) calendar days following delivery of a Repurchase Notice. Any repurchase of Subject Shares by the Company pursuant to the terms of this Section 6(d) shall be made: (A) with respect to Vested Shares which are repurchased prior to an IPO, if the Termination of Relationship occurred for any reason other than Cause, in cash at a price per Unit Vested Share equal to the Call Price.Fair Market Value of a Class A Share as most recently reported to Shareholders by the Company less the Group 1 Preference Amount (defined below); (bB) The closing of the purchase by the Calling Party of the Called Units pursuant to Section 9.4(a) shall take place at the principal office of the Company on the date chosen by the Calling Party, which date shall in no event be more than thirty (30) days after determination of the Call Price (subject to any extension necessary to obtain any required regulatory or shareholder approvals as well as to ensure a shelf registration statement is effective on the purchase date, such extension to last no longer than 180 days from the delivery of such notice). If such date is not a business day, such purchase shall occur on the next succeeding business day. At such closing, (i) the Calling Party shall pay the Called Party, and (ii) the Called Party shall transfer the Called Units to the Calling Party, free and clear of any lien or encumbrance, with any documentation reasonably requested by the Calling Party to evidence such transfer, which documentation shall require the Called Party to make the representations and warranties in the immediately succeeding sentence. The transfer of the Called Units and acceptance of the aggregate Call Price of all Called Units by any Person selling such Called Units pursuant to this Section 9.4 shall be deemed accompanied with a representation and warranty by such Person that: (1) such Person has full right, title and interest in and to such Called Units; (2) such Person has all necessary power and authority and has taken all necessary action to sell such Called Units as contemplated hereby; (3) such Called Units are free and clear of any and all liens or encumbrances; and (4) there is no adverse claim with respect to such Called Units. (c) The Calling Party may pay Vested Shares which are repurchased following an IPO, if the aggregate Call Price Termination of all Called Units Relationship occurred for any reason other than Cause, in (i) lump-sum cash, by wire transfer cash at a price per Vested Share equal to the volume weighted average closing trading price of immediately available funds, (ii) Black Knight’s common stock (which common stock (A) shall be valued based a Class A Share on the average closing stock prices of Black Knight’s common stock for principal exchange where the twenty (20) Class A Shares are traded during the 60-trading days day period immediately preceding the date that Black Knight receives written notice of the approval of Repurchase Notice less the Appraisal Price, Group 1 Preference Amount; and (BC) shall be restricted securities the resale of which shall be registered immediately following the issuance of such common stock pursuant to an effective shelf registration statement (which Black Knight shall ensure remains effective with respect to Cannae or THL Vested Shares which are repurchased following a Termination of Relationship for Cause, in cash at least until the time at which Cannae or THL, as applicable, no longer owns more than 2% of the then outstanding shares of Black Knight’s common stock and any shares of Black Knight’s common stock then held by Cannae or THL, as applicable, are otherwise freely tradable pursuant to Rule 144 of the Securities Act without volume restrictions or other limitations, subject to customary blackout provisions in the event Black Knight is unable to file, amend or supplement such shelf registration statement or the applicable prospectus or prospectus supplement as a result of a pending material transaction or other material event) and (C) shall not be subject to a contractual lockup or any other trading restriction, except for trading restrictions applicable to affiliates and/or insiders and customary blackout periods) or (iii) a combination of cash and Black Knight common stock (valued in accordance with clause (ii)). The Calling Parties agree that, price per Vested Share equal to the extent that they choose to pay original per Share Purchase Price paid by the aggregate Call Price of all Called Units with common stock of Black Knight, they shall use reasonable efforts to structure Participant for such purchase of Called Units in a manner that is tax efficient for the Calling Party and Cannae or THL, as applicableVested Shares.

Call Rights. (a) Following Provided that the third (3rd) anniversary Common Stock of the Closing Date until such time as a Public Offering Company has been consummatedlisted on the Nasdaq SmallCap Market or National Market or any national securities exchange pursuant to Section 4d of the Securities Purchase Agreement, Black Knight or Parent during the first three years from the date of the Securities Purchase Agreement upon ninety (each, a “Calling Party”90) may, but shall not be required to, elect by days prior written notice (the “"Call Notice”") to purchase all the holders of the Cannae Units, all of Warrants issued pursuant to the THL Units and/or all of the THL Holding Company Interests (such rightSecurities Purchase Agreement, the “Call Right”) and, if Company shall have the right to call and require such option is exercised, Cannae and THL (each, a “Called Party”), as applicable, shall holders to sell to the Calling Party Company all of such holder's Warrants then outstanding at the Cannae Units, all termination of such ninety (90) day period if: the closing sale price of the THL Units and/or all of the THL Holding Company Interests (subject to Section 8.2(i)) owned by such Called Party, as applicable (the “Called Units”), at a price per Unit equal to the Call Price. (b) The closing of the purchase by the Calling Party of the Called Units pursuant to Section 9.4(a) shall take place at the principal office of the Company Company's Common Stock on the date chosen by Nasdaq SmallCap or National Market or any national securities exchange on which the Calling PartyCompany's Common Stock is then listed or quoted, which date shall in no event be more than thirty equals or exceeds seven dollars (30$7.00) days after determination of the Call Price for ten (subject to any extension necessary to obtain any required regulatory or shareholder approvals as well as to ensure a shelf registration statement is effective on the purchase date, such extension to last no longer than 180 days from the delivery of such notice). If such date is not a business day, such purchase shall occur on the next succeeding business day. At such closing, (i10) the Calling Party shall pay the Called Party, consecutive trading days; and (ii) the Called Party shall transfer average daily trading volume of the Called Units Company's Common Stock for such ten trading day period exceeds 100,000 shares per day; and (iii) the Common Stock purchasable upon exercise of the Warrants have been registered for resale, in accordance with the Registration Rights Agreement, pursuant to a registration statement declared effective under the Calling PartySecurities Act of 1933, free and clear of any lien or encumbranceas amended, with any documentation reasonably requested by the Calling Party to evidence United States Securities and Exchange Commission, and (iv) during the 90 day period commencing on the date the holder of this Warrant receives the Call Notice, the Company shall have complied with Section 2 herein. Any such transfer, which documentation Call Notice shall require comply with Section 14.2 above and shall specify the Called Party to make the representations and warranties in the immediately succeeding sentencedate for purchase of such Warrants. The transfer of the Called Units and acceptance of the aggregate Call Price of all Called Units by any Person selling such Called Units pursuant to this Section 9.4 purchase price for each called Warrant shall be deemed accompanied with a representation the Exercise Price and warranty by such Person that: (1) such Person has full right, title and interest in and to such Called Units; shall be paid within two (2) such Person has all necessary power and authority and has taken all necessary action to sell such Called Units as contemplated hereby; (3) such Called Units are free and clear Business Days of any and all liens or encumbrances; and (4) there is no adverse claim with respect to such Called Units. (c) The Calling Party may pay the aggregate Call Price receipt by the Company of all Called Units each Warrant. Notwithstanding anything else contained in (i) lump-sum cashthis Section 14.10, by wire transfer the holder of immediately available funds, (ii) Black Knight’s common stock (which common stock (A) this Warrant shall be valued based on entitled to exercise the average closing stock prices of Black Knight’s common stock for Warrant and sell the twenty underlying Warrant Stock during such ninety (2090) trading days immediately preceding the date that Black Knight receives written notice of the approval of the Appraisal Price, (B) shall be restricted securities the resale of which shall be registered immediately following the issuance of such common stock pursuant to an effective shelf registration statement (which Black Knight shall ensure remains effective with respect to Cannae or THL at least until the time at which Cannae or THL, as applicable, no longer owns more than 2% of the then outstanding shares of Black Knight’s common stock and any shares of Black Knight’s common stock then held by Cannae or THL, as applicable, are otherwise freely tradable pursuant to Rule 144 of the Securities Act without volume restrictions or other limitations, subject to customary blackout provisions in the event Black Knight is unable to file, amend or supplement such shelf registration statement or the applicable prospectus or prospectus supplement as a result of a pending material transaction or other material event) and (C) shall not be subject to a contractual lockup or any other trading restriction, except for trading restrictions applicable to affiliates and/or insiders and customary blackout periods) or (iii) a combination of cash and Black Knight common stock (valued day period in accordance with clause (ii)). The Calling Parties agree that, to the extent that they choose to pay the aggregate Call Price terms of all Called Units with common stock of Black Knight, they shall use reasonable efforts to structure such purchase of Called Units in a manner that is tax efficient for the Calling Party and Cannae or THL, as applicablethis Warrant.

Call Rights. Notwithstanding anything herein or in the Other Agreements to the contrary (a) Following the third (3rd) anniversary including Section 3.7 of the Closing Date until Shareholders Agreement), the Participant and the Company agree that the provisions of this Section 5(e) shall apply with respect to the Vested Shares and any shares into which such time Vested Shares are exchanged or converted in connection with or prior to any IPO (collectively, the “Subject Shares”). (i) Within 270 days following a Participant’s Termination of Relationship for any reason, the Company shall have the right (but not the obligation) to repurchase all or any portion of the Subject Shares, and the Participant shall be obligated to sell any such Subject Shares in accordance with this Section 5(e). Any Permitted Transferee that received Subject Shares pursuant to clause (b) of the definition of Permitted Transfer as set forth in the Shareholders Agreement shall be subject to this Section 5(e) as if such Permitted Transferee and the Participant through which such Permitted Transferee received such Subject Shares are one and the same. For the avoidance of doubt, the Company’s repurchase of a Public Offering has been consummatedportion of the Subject Shares held by the Participant (or Permitted Transferee) shall not preclude the Company from repurchasing additional Subject Shares held by such Participant (or Permitted Transferee) at a later date or dates within the 270-day period described above. (ii) In the event that the Company wishes to exercise its rights pursuant to this Section 5(e), Black Knight the Company shall deliver to such Participant (or Parent (eachhis or her heirs or representatives), a “Calling Party”) may, but shall not be required to, elect by timely written notice (the “Call Repurchase Notice”) to purchase all that sets forth (i) the number of Subject Shares the Company is repurchasing, (ii) an indication of the Cannae Unitsprice to be paid for each such Subject Shares and (iii) the anticipated closing date of such transaction. The Company shall have the right to revoke the Repurchase Notice at any time prior to the consummation of such repurchase. (iii) Any repurchase of Subject Shares by the Company pursuant to the terms of this Section 5(e) shall be consummated on a date (the “Repurchase Date”) within thirty (30) calendar days following delivery of a Repurchase Notice. Any repurchase of Subject Shares by the Company pursuant to the terms of this Section 5(e) shall be made: (A) with respect to Subject Shares that are repurchased prior to an IPO, all if the Termination of Relationship occurred for any reason other than Cause, in cash at a price per Subject Share equal to the Fair Market Value of a Class A Share as most recently reported to Shareholders by the Company; (B) with respect to Subject Shares that are repurchased after an IPO, if the Termination of Relationship occurred for any reason other than Cause, in cash at a price per Subject Share equal to the volume weighted average closing trading price on the principal exchange where the Subject Shares are traded during the 60-trading day period immediately preceding the date of the THL Units and/or all Repurchase Notice; and (C) with respect to Subject Shares that are repurchased following a Termination of Relationship for Cause (whether before or after an IPO), in cash at a price per Subject Share equal to original per Subject Share Purchase Price paid by the Participant, if any, for such Subject Share. (iv) The Repurchase Price (defined below) shall be paid in a lump sum cash payment on the Repurchase Date. The Participant (or Permitted Transferee) hereby agrees that upon his or her receipt of such Repurchase Price, the outstanding Subject Shares then owned by such Participant (or Permitted Transferee) that are sold pursuant to this Section 5(e) shall automatically be transferred, sold and assigned to the Company and the Secretary of the THL Holding Company Interests (shall automatically and irrevocably be appointed to transfer such rightSubject Shares to the Company on the books of the Company with full power of substitution. For purposes of this Section 5(e), the “Call Right”) and, if such option is exercised, Cannae and THL (each, a “Called Party”Repurchase Price” means the price referred to in Sections 5(e)(iii)(A)-(C), as applicable, shall sell to the Calling Party all of the Cannae Units, all of the THL Units and/or all of the THL Holding Company Interests (subject to Section 8.2(i)) owned by such Called Party, as applicable (the “Called Units”), at a price per Unit equal to the Call Price. (b) The closing of the purchase by the Calling Party of the Called Units pursuant to Section 9.4(a) shall take place at the principal office of the Company on the date chosen by the Calling Party, which date shall in no event be more than thirty (30) days after determination of the Call Price (subject to any extension necessary to obtain any required regulatory or shareholder approvals as well as to ensure a shelf registration statement is effective on the purchase date, such extension to last no longer than 180 days from the delivery of such notice). If such date is not a business day, such purchase shall occur on the next succeeding business day. At such closing, (i) the Calling Party shall pay the Called Party, and (ii) the Called Party shall transfer the Called Units to the Calling Party, free and clear of any lien or encumbrance, with any documentation reasonably requested by the Calling Party to evidence such transfer, which documentation shall require the Called Party to make the representations and warranties in the immediately succeeding sentence. The transfer of the Called Units and acceptance of the aggregate Call Price of all Called Units by any Person selling such Called Units pursuant to this Section 9.4 shall be deemed accompanied with a representation and warranty by such Person that: (1) such Person has full right, title and interest in and to such Called Units; (2) such Person has all necessary power and authority and has taken all necessary action to sell such Called Units as contemplated hereby; (3) such Called Units are free and clear of any and all liens or encumbrances; and (4) there is no adverse claim with respect to such Called Units. (c) The Calling Party may pay the aggregate Call Price of all Called Units in (i) lump-sum cash, by wire transfer of immediately available funds, (ii) Black Knight’s common stock (which common stock (A) shall be valued based on the average closing stock prices of Black Knight’s common stock for the twenty (20) trading days immediately preceding the date that Black Knight receives written notice of the approval of the Appraisal Price, (B) shall be restricted securities the resale of which shall be registered immediately following the issuance of such common stock pursuant to an effective shelf registration statement (which Black Knight shall ensure remains effective with respect to Cannae or THL at least until the time at which Cannae or THL, as applicable, no longer owns more than 2% of the then outstanding shares of Black Knight’s common stock and any shares of Black Knight’s common stock then held by Cannae or THL, as applicable, are otherwise freely tradable pursuant to Rule 144 of the Securities Act without volume restrictions or other limitations, subject to customary blackout provisions in the event Black Knight is unable to file, amend or supplement such shelf registration statement or the applicable prospectus or prospectus supplement as a result of a pending material transaction or other material event) and (C) shall not be subject to a contractual lockup or any other trading restriction, except for trading restrictions applicable to affiliates and/or insiders and customary blackout periods) or (iii) a combination of cash and Black Knight common stock (valued in accordance with clause (ii)). The Calling Parties agree that, to the extent that they choose to pay the aggregate Call Price of all Called Units with common stock of Black Knight, they shall use reasonable efforts to structure such purchase of Called Units in a manner that is tax efficient for the Calling Party and Cannae or THL, as applicable.

Call Rights. (a) Following If the third (3rd) anniversary Management Holder Representative does not exercise the D Shares Put Right, then at any time during the D Shares Call Period, TUNI shall have the right, but not the obligation, to require the Management Holders to sell to TUNI all of the Closing Date until Ordinary D Shares then held by the Management Holders (the “D Shares Call Right”). TUNI may exercise such time as a Public Offering has been consummatedright, Black Knight or Parent (eachif at all, a “Calling Party”) may, but shall not be required to, elect by providing written notice thereof (the a “Call Notice”) to purchase all the Management Holder Representative prior to the expiration of the Cannae Units, all of the THL Units and/or all of the THL Holding Company Interests (such right, the “D Shares Call Right”) and, if such option is exercised, Cannae and THL (each, a “Called Party”), as applicable, shall sell to the Calling Party all of the Cannae Units, all of the THL Units and/or all of the THL Holding Company Interests (subject to Section 8.2(i)) owned by such Called Party, as applicable (the “Called Units”), at a price per Unit equal to the Call PricePeriod. (b) The closing If the Management Holder Representative does not exercise the E Shares Put Right, then at any time during the E Shares Call Period, TUNI shall have the right, but not the obligation, to require the Management Holders to sell to TUNI all of the purchase Ordinary E Shares then held by the Calling Party Management Holders (the “E Shares Call Right”). TUNI may exercise such right, if at all, by providing a Call notice to the Management Holder Representative prior to the expiration of the Called Units pursuant to Section 9.4(a) shall take place at the principal office E Shares Call Period. **** Confidential Treatment has been requested for certain redacted provisions of the Company on the date chosen by the Calling Party, which date shall in no event be more than thirty (30) days after determination of the Call Price (subject to any extension necessary to obtain any required regulatory or shareholder approvals as well as to ensure a shelf registration statement is effective on the purchase date, such extension to last no longer than 180 days from the delivery of such notice). If such date is not a business day, such purchase shall occur on the next succeeding business day. At such closing, (i) the Calling Party shall pay the Called Party, and (ii) the Called Party shall transfer the Called Units to the Calling Party, free and clear of any lien or encumbrance, with any documentation reasonably requested by the Calling Party to evidence such transfer, which documentation shall require the Called Party to make the representations and warranties in the immediately succeeding sentencethis exhibit. The transfer of redacted provisions are identified by asterisks and enclosed by brackets. The confidential portions have been filed separately with the Called Units Securities and acceptance of the aggregate Call Price of all Called Units by any Person selling such Called Units pursuant to this Section 9.4 shall be deemed accompanied with a representation and warranty by such Person that: (1) such Person has full right, title and interest in and to such Called Units; (2) such Person has all necessary power and authority and has taken all necessary action to sell such Called Units as contemplated hereby; (3) such Called Units are free and clear of any and all liens or encumbrances; and (4) there is no adverse claim with respect to such Called Units.Exchange Commission (c) The Calling Party If the Management Holder Representative does not exercise the F Shares Put Right, then at any time during the F Shares Call Period, TUNI shall have the right, but not the obligation, to require the Management Holders to sell to TUNI all of the Ordinary F Shares then held by the Management Holders (the “F Shares Call Right”). TUNI may pay the aggregate Call Price of all Called Units in (i) lump-sum cashexercise such right, if at all, by wire transfer of immediately available funds, (ii) Black Knight’s common stock (which common stock (A) shall be valued based on providing a Call notice to the average closing stock prices of Black Knight’s common stock for Management Holder Representative prior to the twenty (20) trading days immediately preceding the date that Black Knight receives written notice expiration of the approval F Shares Call Period. (d) If TUNI delivers a Call Notice pursuant to any of Sections 4.2(a) through (d), then immediately prior to the consummation of the Appraisal PriceCall Right to which such Call Notice relates, (B) the Management Holder Representative, on behalf of the applicable Management Holders, shall be restricted securities the resale of which shall be registered immediately following the issuance of such common stock pursuant to an effective shelf registration statement (which Black Knight shall ensure remains effective fully exercise all Options with respect to Cannae or THL at least until the time at Shares to which Cannae or THL, as applicable, no longer owns more than 2% of the then outstanding shares of Black Knight’s common stock and any shares of Black Knight’s common stock then held by Cannae or THL, as applicable, are otherwise freely tradable pursuant to Rule 144 of the Securities Act without volume restrictions or other limitations, subject to customary blackout provisions in the event Black Knight is unable to file, amend or supplement such shelf registration statement or the applicable prospectus or prospectus supplement as a result of a pending material transaction or other material event) and (C) shall not be subject to a contractual lockup or any other trading restriction, except for trading restrictions applicable to affiliates and/or insiders and customary blackout periods) or (iii) a combination of cash and Black Knight common stock (valued in accordance with clause (ii)). The Calling Parties agree that, to the extent that they choose to pay the aggregate Call Price of all Called Units with common stock of Black Knight, they shall use reasonable efforts to structure such purchase of Called Units in a manner that is tax efficient for the Calling Party and Cannae or THL, as applicableNotice relates.

Call Rights. (a) Following If the third employment with the Company or any ----------- of its Subsidiaries of any Management Shareholder terminates for any reason (3rdincluding, without limitation, due to death or disability of such Management Shareholder) anniversary of prior to the Closing Lapse Date until with respect to such time as a Public Offering has been consummatedManagement Shareholder, Black Knight the Company (or Parent its designee(s)) shall have the option to purchase (eachthe "Call Rights"), a “Calling Party”) may, but and such Management Shareholder shall not be required to, elect by written notice to sell ----------- to the Company (the “Call Notice”) or to purchase all of the Cannae Units, all of the THL Units and/or all of the THL Holding Company Interests (any such right, the “Call Right”) anddesignee(s)), if such option is exercisedthe Company exercises the Call Rights, Cannae and THL (each, a “Called Party”), as applicable, shall sell to the Calling Party any or all of the Cannae Units, all of the THL Units and/or all of the THL Holding Company Interests (subject to Section 8.2(i)) owned Shares held by such Called Party, as applicable (the “Called Units”)Management Shareholder, at a price per Unit share equal to the applicable purchase price determined pursuant to Section 3.2 hereof; provided, however, that in the case of a termination of employment -------- ------- without Cause, a resignation from employment with Good Reason or the death or disability of the employee, the Company may exercise its Call PriceRights only with the approval of one Management Director (as such term is defined in the Investor Shareholders Agreement). (b) The closing If the Company does not exercise its Call Rights with respect to such Management Shareholder within 60 days of such Management Shareholder's termination of employment (other than becasuse of a failure to obtain the approval of one Management Director as contemplated by the proviso of Section 3.1(a)), then the Investors and the Tier I Senior Managers shall have the same Call Rights for a period of 30 days effective immediately upon the expiration of the purchase by the Calling Party of the Called Units pursuant to 60-day period described in this Section 9.4(a) shall take place at the principal office of the Company on the date chosen by the Calling Party, which date shall in no event be more than thirty (30) days after determination of the Call Price (subject to any extension necessary to obtain any required regulatory or shareholder approvals as well as to ensure a shelf registration statement is effective on the purchase date, such extension to last no longer than 180 days from the delivery of such notice3.1(b). If more than one Investor or Tier I Senior Manager exercises its Call Rights with respect to such date is not a business dayManagement Shareholder, each such Investor or Tier I Senior Manager shall have the right to purchase shall occur on the next succeeding business day. At number of such closing, Shares equal to the product of (i) the Calling Party shall pay the Called Party, number of Shares subject to such Call Rights and (ii) the Called Party shall transfer the Called Units to the Calling Party, free and clear quotient of any lien (A) such Investor's or encumbrance, with any documentation reasonably requested by the Calling Party to evidence such transfer, which documentation shall require the Called Party to make the representations and warranties Tier I Senior Manager's percentage ownership in the immediately succeeding sentence. The transfer of the Called Units Ordinary Shares and acceptance of (B) the aggregate Call Price percentage ownership in the Ordinary Shares of all Called Units by any Person selling such Called Units pursuant to this Section 9.4 shall be deemed accompanied with a representation and warranty by such Person that: (1) such Person has full right, title and interest in and to such Called Units; (2) such Person has all necessary power and authority and has taken all necessary action to sell such Called Units as contemplated hereby; (3) such Called Units are free and clear of any Investor or Tier I Senior Manager and all liens other Investors and Tier I Senior Managers exercising such Call Rights; provided, that for purposes of determining -------- such quotient only Ordinary Shares held by Tier I Senior Managers which are not subject to a Restricted Share Agreement or encumbrances; and (4) there is no adverse claim with respect to which such Called UnitsTier I Senior Managers' interests have fully vested as of the date of the exercise of such Call Rights, in accordance with the terms of the applicable Restricted Share Agreements, shall be taken into account. (c) The Calling Party may pay Upon the aggregate Call Price termination of all Called Units in (i) lump-sum cashsuch Management Shareholder's employment, by wire transfer of immediately available funds, (ii) Black Knight’s common stock (which common stock (A) the Company shall be valued based on the average closing stock prices of Black Knight’s common stock for the twenty (20) trading days immediately preceding the date that Black Knight receives deliver written notice of the approval of the Appraisal Price, to such Management Shareholder within 60 days (Bif at all) shall be restricted securities the resale of which shall be registered immediately following the issuance of such common stock pursuant termination indicating its intention to an effective shelf registration statement (which Black Knight shall ensure remains effective with respect exercise its Call Rights. The Company's decision whether to Cannae exercise its Call Rights in the case of a termination of employment of a Rollover Management Shareholder without Cause or THL at least until the time at which Cannae or THL, as applicable, no longer owns more than 2% of the then outstanding shares of Black Knight’s common stock and any shares of Black Knight’s common stock then held by Cannae or THL, as applicable, are otherwise freely tradable pursuant to Rule 144 of the Securities Act without volume restrictions or other limitationsfor Good Reason shall, subject to customary blackout provisions the proviso of Section 3.1(a), be determined by the Compensation Committee of the Board. Any Investor or Tier I Senior Manager exercising its Call Rights pursuant to Section 3.1(b) hereof shall deliver written notice to such Management Shareholder of such exercise within 30 days of the expiration of the 60-day period referred to in Section 3.1(b) hereof. (d) Regardless of whether the event Black Knight is unable to file, amend or supplement such shelf registration statement or the applicable prospectus or prospectus supplement as a result of a pending material transaction or other material event) and (C) shall not be subject to a contractual lockup Company or any other trading restrictionof the Investors or Tier I Senior Managers exercise their respective Call Rights within the period prescribed by this Section 3.1, except for trading restrictions applicable if a Management Shareholder continues to affiliates and/or insiders and customary blackout periods) own Shares, then he or (iii) a combination she shall continue to be bound by the terms of cash and Black Knight common stock (valued in accordance with clause (ii)). The Calling Parties agree that, to the extent that they choose to pay the aggregate Call Price of all Called Units with common stock of Black Knight, they shall use reasonable efforts to structure such purchase of Called Units in a manner that is tax efficient for the Calling Party and Cannae or THL, as applicablethis Agreement.

Call Rights. (a) Following The Company shall have the third (3rd) anniversary right to call the exercise of all, or the remaining portion of this Warrant outstanding and unexercised at the then-current Exercise Price at any time after the effective date of the Closing Date until such time as Company’s Uplisting (the “Call Condition”). In the event the Call Condition is satisfied and the Company desires to exercise its call rights under this Section 17, the Company shall deliver a Public Offering has been consummated, Black Knight or Parent notice to each registered Holder of the Warrants setting forth the number of Warrants held by Holder being called for exercise (each, a the “Calling PartyCall Amount”) may, but shall not be required to, elect by written notice and the dollar amount due to exercise the Warrants (the “Call Notice”). Each Holder shall have fifteen (15) to purchase all calendar days from the receipt of the Cannae Units, all Call Notice to exercise the Call Amount of the THL Units and/or all Warrants (the “Call Period”). The date on which the Call Amount is exercised is referred to herein as the “Forced Exercise Date.” Upon the expiration of the THL Holding Company Interests Call Period, any remaining portion of this Warrant which had been called but remained unexercised shall automatically expire. Notwithstanding anything herein to the contrary, (such righta) in connection with the Company’s exercise of its call rights under this Section 17, the Maximum Percentage limitation on exercise set forth in Section 12 herein shall not apply; and (b) if, after the call right under this Section 17is exercised, the stated Expiration Date of this Warrant would occur prior to the last day of the Call Period, the “Call Right”) and, if such option is exercised, Cannae and THL (each, a “Called Party”), as applicable, Expiration Date” hereof shall sell be extended to the Calling Party all of the Cannae Units, all of the THL Units and/or all of the THL Holding Company Interests (subject to Section 8.2(i)) owned by such Called Party, as applicable (the “Called Units”), at a price per Unit equal to the Call Price. (b) The closing of the purchase by the Calling Party of the Called Units pursuant to Section 9.4(a) shall take place at the principal office of the Company on the date chosen by the Calling Party, which date shall in no event be more than thirty (30) days after determination last day of the Call Price (subject to any extension necessary to obtain any required regulatory or shareholder approvals as well as to ensure a shelf registration statement is effective on the purchase date, such extension to last no longer than 180 days from the delivery of such notice). If such date is not a business day, such purchase shall occur on the next succeeding business day. At such closing, (i) the Calling Party shall pay the Called Party, and (ii) the Called Party shall transfer the Called Units to the Calling Party, free and clear of any lien or encumbrance, with any documentation reasonably requested by the Calling Party to evidence such transfer, which documentation shall require the Called Party to make the representations and warranties in the immediately succeeding sentence. The transfer of the Called Units and acceptance of the aggregate Call Price of all Called Units by any Person selling such Called Units pursuant to this Section 9.4 shall be deemed accompanied with a representation and warranty by such Person that: (1) such Person has full right, title and interest in and to such Called Units; (2) such Person has all necessary power and authority and has taken all necessary action to sell such Called Units as contemplated hereby; (3) such Called Units are free and clear of any and all liens or encumbrances; and (4) there is no adverse claim with respect to such Called Units. (c) The Calling Party may pay the aggregate Call Price of all Called Units in (i) lump-sum cash, by wire transfer of immediately available funds, (ii) Black Knight’s common stock (which common stock (A) shall be valued based on the average closing stock prices of Black Knight’s common stock for the twenty (20) trading days immediately preceding the date that Black Knight receives written notice of the approval of the Appraisal Price, (B) shall be restricted securities the resale of which shall be registered immediately following the issuance of such common stock pursuant to an effective shelf registration statement (which Black Knight shall ensure remains effective with respect to Cannae or THL at least until the time at which Cannae or THL, as applicable, no longer owns more than 2% of the then outstanding shares of Black Knight’s common stock and any shares of Black Knight’s common stock then held by Cannae or THL, as applicable, are otherwise freely tradable pursuant to Rule 144 of the Securities Act without volume restrictions or other limitations, subject to customary blackout provisions in the event Black Knight is unable to file, amend or supplement such shelf registration statement or the applicable prospectus or prospectus supplement as a result of a pending material transaction or other material event) and (C) shall not be subject to a contractual lockup or any other trading restriction, except for trading restrictions applicable to affiliates and/or insiders and customary blackout periods) or (iii) a combination of cash and Black Knight common stock (valued in accordance with clause (ii)). The Calling Parties agree that, Period solely to the extent that they choose necessary to pay the aggregate Call Price of all Called Units with common stock of Black Knight, they shall use reasonable efforts enable this Warrant to structure such purchase of Called Units in a manner that is tax efficient be exercised for the Calling Party and Cannae or THL, as applicableCall Amount on the Forced Exercise Date.

Call Rights. (a) Following At any time during the third period beginning after occurrence of a Call Event and ending on the fifth (3rd5th) anniversary of the Closing Date until such time as date hereof, not less than twenty (20) days prior to a Public Offering has been consummatedCall Event, Black Knight or Parent (each, a “Calling Party”) may, but the Company shall not be required to, elect by give to the Holder written notice of such Call Event (the “Call Event Notice”), which shall set forth in reasonable detail a description of the transactions expected to result in such Call Event and the anticipated effective date thereof. (b) The Company may require the Holder to sell all or any portion of its Equity Interest (issued or represented by this Warrant, including any successor Warrant(s)) to the Company by notifying the Holder in writing (the “Call Notice”) of its desire to purchase cause the Holder to sell all (or any portion) of its Equity Interest (issued or represented by this Warrant, including any successor Warrant(s)) (the “Call”) at a price equal to the Call Price if all of the Cannae UnitsHolder’s Equity Interest (issued or represented by this Warrant, all including any successor Warrant(s)) are required to be sold pursuant to the Call, or, if only a portion of the THL Units and/or all Holder’s Equity Interest (issued or represented by this Warrant, including any successor Warrant(s)) is required to be sold pursuant to the Call, an amount equal to the percentage of the THL Holding Company Interests total Call Price corresponding to such portion (such right, the “Call Right”) andby way of example, if such option a 50% portion of the total of Holder’s Equity Interest (issued or represented by this Warrant, including any successor Warrant(s)) is exercised, Cannae and THL (each, a “Called Party”), as applicable, shall sell required to be purchased pursuant to the Calling Party all Call, then the Company will pay 50% of the Cannae Units, all total Call Price for such portion of the THL Units and/or all Holder’s Equity Interest). A Call Notice may not be given if the Holder has previously provided the Company with a Put Notice. (c) The rights of the THL Holding Company Interests (subject pursuant to this Section 8.2(i)) owned 4.3 may be waived by such Called Partythe Company, as applicable (the “Called Units”)notwithstanding delivery of a Call Notice, at a price per Unit equal any time on or prior to the tenth (10th) Business Day after the determination of the Call Price. (bd) The closing Within ten (10) Business Days following the delivery of a Call Notice (or, if applicable, immediately upon consummation of the purchase Call Event if later), the Company shall purchase, and the Holder shall sell, the Equity Interest (issued or represented by this Warrant, including any successor Warrant(s)) specified in the Calling Party of the Called Units pursuant to Section 9.4(a) shall take place Call Notice at the principal office offices of the Company on (the date chosen by “Call Closing”). (e) At the Calling PartyCall Closing, which date the Holder shall in no event be more than thirty (30) days after determination of deliver to the Company the Warrant, if any, and the Company shall deliver to the Holder an amount equal to the Call Price (subject to any extension necessary to obtain any required regulatory or shareholder approvals as well as to ensure a shelf registration statement is effective on the purchase date, such extension to last no longer than 180 days from the delivery of such notice). If such date is not a business day, such purchase shall occur on the next succeeding business day. At such closing, (i) the Calling Party shall pay the Called Party, and (ii) the Called Party shall transfer the Called Units corresponding to the Calling PartyHolder's Warrant and/or Equity Interest underlying same, free and clear by cashier's or certified check of any lien a creditworthy financial institution payable to the Holder or encumbrance, with any documentation reasonably requested by the Calling Party to evidence such transfer, which documentation shall require the Called Party to make the representations and warranties in the immediately succeeding sentence. The transfer of the Called Units and acceptance of the aggregate Call Price of all Called Units by any Person selling such Called Units pursuant to this Section 9.4 shall be deemed accompanied with a representation and warranty by such Person that: (1) such Person has full right, title and interest in and to such Called Units; (2) such Person has all necessary power and authority and has taken all necessary action to sell such Called Units as contemplated hereby; (3) such Called Units are free and clear of any and all liens or encumbrances; and (4) there is no adverse claim with respect to such Called Units. (c) The Calling Party may pay the aggregate Call Price of all Called Units in (i) lump-sum cash, by wire transfer of immediately available funds, (ii) Black Knight’s common stock (which common stock (A) shall be valued based on the average closing stock prices of Black Knight’s common stock for the twenty (20) trading days immediately preceding the date that Black Knight receives written notice of the approval of the Appraisal Price, (B) shall be restricted securities the resale of which shall be registered immediately following the issuance of such common stock pursuant funds to an effective shelf registration statement (which Black Knight shall ensure remains effective with respect to Cannae or THL at least until account designated by the time at which Cannae or THL, as applicable, no longer owns more than 2% of the then outstanding shares of Black Knight’s common stock and any shares of Black Knight’s common stock then held by Cannae or THL, as applicable, are otherwise freely tradable pursuant to Rule 144 of the Securities Act without volume restrictions or other limitations, subject to customary blackout provisions in the event Black Knight is unable to file, amend or supplement such shelf registration statement or the applicable prospectus or prospectus supplement as a result of a pending material transaction or other material event) and (C) shall not be subject to a contractual lockup or any other trading restriction, except for trading restrictions applicable to affiliates and/or insiders and customary blackout periods) or (iii) a combination of cash and Black Knight common stock (valued in accordance with clause (ii)). The Calling Parties agree that, to the extent that they choose to pay the aggregate Call Price of all Called Units with common stock of Black Knight, they shall use reasonable efforts to structure such purchase of Called Units in a manner that is tax efficient for the Calling Party and Cannae or THL, as applicableHolder.