Common use of Exchange Procedures; Notices and Revocations Clause in Contracts

Exchange Procedures; Notices and Revocations. (a) An Exchanging Holder may exercise the right to effect an Exchange as set forth in Section 2.01 by delivering a written notice of exchange in respect of the Common Units to be Exchanged substantially in the form of Exhibit A hereto (the “Notice of Exchange”), duly executed by such Exchanging Holder, to Parent, Gazelle Holdco and the Company at the address set forth in Section 4.03 during normal business hours on any Business Day, or if any agent for the Exchange is duly appointed and acting (an “Exchange Agent”), to the office of the Exchange Agent during normal business hours on any Business Day. If Common Units are then represented by certificates, certificates representing at least the number of Common Units being exchanged, with instruments of transfer reasonably acceptable to the Company and executed in blank, shall be delivered by the Exchanging Holder to the Company with the Notice of Exchange. If such certificates have been lost, the Exchanging Holder may deliver, in lieu of such certificates, an affidavit of lost certificates. (b) Upon receipt of a Notice of Exchange, the Company or Gazelle Holdco (if Gazelle Holdco has delivered a Call Election Notice pursuant to paragraph (c)), as applicable, may deliver to the Exchanging Holder a notice (an “Election Notice”) within three (3) Business Days after receipt by Parent and the Company of such Notice of Exchange (the “Election Period”), in which the Company (or Gazelle Holdco) may elect in whole or in part for a Cash Exchange Payment to be provided in an Exchange pursuant to Section 2.01, except to the extent that a Cash Exchange Payment would be prohibited by Section 2.01(b). If no Election Notice is given before the end of the Election Period, the Company or Gazelle Holdco, as applicable, shall be deemed not to have elected for a Cash Exchange Payment to be provided in the applicable Exchange and shall be required to deliver Common Stock as provided herein, provided that to the extent that Section 2.01(b)(i) would prohibit the delivery of Common Stock for all Common Units being Exchanged, the Company or Gazelle Holdco, as applicable, shall be deemed as of the end of the Election Period to have given a timely Election Notice with respect to any Common Units that otherwise would be Exchanged for a number of shares of Common Stock in excess of the Cap. (c) If a Holder has delivered a Notice of Exchange, Gazelle Holdco may, in its sole discretion, by means of delivery of a written notice (a “Call Election Notice”) to the Company and the Exchanging Holder prior to the end of the Election Period and subject to the terms of this Section 2.02(c), elect to purchase directly and acquire such Common Units as to which the Holder’s Notice of Exchange remains in effect on the Exchange Date by paying to the Exchanging Holder at the election of Gazelle Holdco as specified in the Call Election Notice either (i) a number of shares of Common Stock that is equal to the product of the number of Common Units to be Exchanged multiplied by the Exchange Rate, (ii) a Cash Exchange Payment or (iii) a combination of shares of Common Stock and a Cash Exchange Payment (the “Call Right”), whereupon Gazelle Holdco shall acquire the Common Units offered for exchange by the Exchanging Holder. For the avoidance of doubt, any Call Election Notice delivered pursuant to this Section 2.02(c) shall supersede any Election Notice. Except as otherwise provided by this Section 2.02(c), an exercise of the Call Right shall be consummated pursuant to the same timeframe and in the same manner as the relevant Exchange would have been consummated if Gazelle Holdco had not delivered a Call Election Notice.

Exchange Procedures; Notices and Revocations. (a) An Exchanging A Holder may exercise the right to effect an Exchange as set forth in Section 2.01 by delivering a written notice of exchange in respect of the Common Units Paired Interest to be Exchanged substantially in the form of Exhibit A hereto (the “Notice of Exchange”), duly executed by such Exchanging Holder or such Exchanging Holder’s duly authorized attorney, to Parent, Gazelle Holdco and the Company at the address set forth in Section 4.03 during normal business hours on any Business Dayhours, or if any agent for the Exchange is duly appointed and acting (an the “Exchange Agent”), to the office of the Exchange Agent during normal business hours on any Business Dayhours. If Common Units and/or the Class B Common Stock are then represented by certificates, certificates certificate(s) representing at least the number of Common Units and/or Class B Common Stock being exchanged, with instruments instrument(s) of transfer reasonably acceptable to the Company and executed in blank, shall be delivered by the such Exchanging Holder to the Company with at the Notice address set forth in Section 4.03 during normal business hours or to the offices of Exchangethe Exchange Agent during normal business hours. If such certificates have been lost, the such Exchanging Holder may deliver, in lieu of such certificatescertificate(s), an affidavit of lost certificates. Newco shall take such actions as may be required, including, if applicable, the issuance and sale of shares of Class A Common Stock to the Company for the delivery by the Company to such Exchanging Holder of a number of shares of Class A Common Stock that is equal to the product of the number of Paired Interests surrendered multiplied by the Exchange Rate, to ensure the performance by the Company of its obligations under this Article II. (b) Upon receipt of a Notice of Exchange, Newco or the Company or Gazelle Holdco (if Gazelle Holdco has delivered a Call Election Notice pursuant to paragraph (c)), as applicable, on behalf of Newco may deliver to the Exchanging Holder a notice (an “Election Notice”) within three (3) Business Days after receipt by Parent Newco and the Company of such Notice of Exchange (the “Election Period”)Exchange, in which Newco, or the Company (or Gazelle Holdco) on behalf of Newco, may elect in whole or in part for a Cash Exchange Payment to be provided in an elective Exchange pursuant to Section 2.01, except . Subject to the extent that a Cash Exchange Payment would be prohibited by Section 2.01(b) and 2.01(c). If , if no Election Notice is given before the end of the Election Periodwithin such three (3) Business Day period, Newco, or the Company or Gazelle Holdco, as applicableon behalf of Newco, shall be deemed not to have elected made an election for a Cash Exchange Payment to be provided in the applicable Exchange and shall be required to deliver Class A Common Stock as provided herein, provided that to the extent that Section 2.01(b)(i) would prohibit the delivery of Common Stock for all Common Units being Exchanged, the Company or Gazelle Holdco, as applicable, shall be deemed as of the end of the Election Period to have given a timely Election Notice with respect to any Common Units that otherwise would be Exchanged for a number of shares of Common Stock in excess of the CapStock. (c) If a Holder has delivered a Notice of Exchange, Gazelle Holdco may, in its sole discretion, by means of delivery of a written notice (a “Call Election Notice”) to the Company and the Exchanging Holder prior to the end of the Election Period and subject to the terms of this Section 2.02(c), elect to purchase directly and acquire such Common Units as to which the Holder’s Notice of Exchange remains in effect on the Exchange Date by paying to the Exchanging Holder at the election of Gazelle Holdco as specified in the Call Election Notice either (i) a number of shares of Common Stock that is equal to the product of the number of Common Units to be Exchanged multiplied by the Exchange Rate, (ii) a Cash Exchange Payment or (iii) a combination of shares of Common Stock and a Cash Exchange Payment (the “Call Right”), whereupon Gazelle Holdco shall acquire the Common Units offered for exchange by the Exchanging Holder. For the avoidance of doubt, any Call Election Notice delivered pursuant to this Section 2.02(c) shall supersede any Election Notice. Except as otherwise provided by this Section 2.02(c), an exercise of the Call Right shall be consummated pursuant to the same timeframe and in the same manner as the relevant Exchange would have been consummated if Gazelle Holdco had not delivered a Call Election Notice.

Exchange Procedures; Notices and Revocations. (a) An Exchanging The Holder may exercise the right to effect an Exchange as set forth in Section 2.01 by delivering a written notice of exchange in respect of the Common Units Paired Interests to be Exchanged substantially in the form of Exhibit A hereto (the “Notice of Exchange”), duly executed by such Exchanging the Holder or the Holder’s duly authorized attorney, to Parent, Gazelle Holdco and the Company at the address set forth in Section 4.03 during normal business hours on any Business Dayhours, or if any agent for the Exchange is duly appointed and acting (an the “Exchange Agent”), to the office of the Exchange Agent during normal business hours on any Business Dayhours. If Common Units and/or the Class B Common Stock are then represented by certificates, certificates certificate(s) representing at least the number of Common Units and/or Class B Common Stock being exchanged, with instruments instrument(s) of transfer reasonably acceptable to the Company and executed in blank, shall be delivered by the Exchanging Holder to the Company with at the Notice address set forth in Section 4.03 during normal business hours or to the offices of Exchangethe Exchange Agent during normal business hours. If such certificates have been lost, the Exchanging Holder may deliver, in lieu of such certificatescertificate(s), an affidavit of lost certificates. Newco shall take such actions as may be required, including, if applicable, the issuance and sale of shares of Class A Common Stock to the Company for the delivery by the Company to the Holder of a number of shares of Class A Common Stock that is equal to the product of the number of Paired Interests surrendered multiplied by the Exchange Rate, to ensure the performance by the Company of its obligations under this Article II. (b) Upon receipt of a Notice of Exchange, Newco or the Company or Gazelle Holdco (if Gazelle Holdco has delivered a Call Election Notice pursuant to paragraph (c)), as applicable, on behalf of Newco may deliver to the Exchanging Holder a notice (an “Election Notice”) within three (3) Business Days after receipt by Parent Newco and the Company of such Notice of Exchange (the “Election Period”)Exchange, in which Newco, or the Company (or Gazelle Holdco) on behalf of Newco, may elect in whole or in part for a Cash Exchange Payment to be provided in an elective Exchange pursuant to Section 2.01, except . Subject to the extent that a Cash Exchange Payment would be prohibited by proviso of Section 2.01(b). If 2.01, if no Election Notice is given before the end of the Election Periodwithin such three (3) Business Day period, Newco, or the Company or Gazelle Holdco, as applicableon behalf of Newco, shall be deemed not to have elected made an election for a Cash Exchange Payment to be provided in the applicable Exchange and shall be required to deliver Class A Common Stock as provided herein, provided that to the extent that Section 2.01(b)(i) would prohibit the delivery of Common Stock for all Common Units being Exchanged, the Company or Gazelle Holdco, as applicable, shall be deemed as of the end of the Election Period to have given a timely Election Notice with respect to any Common Units that otherwise would be Exchanged for a number of shares of Common Stock in excess of the CapStock. (c) If a Holder has delivered a Notice of Exchange, Gazelle Holdco may, in its sole discretion, by means of delivery of a written notice (a “Call Election Notice”) to the Company and the Exchanging Holder prior to the end of the Election Period and subject to the terms of this Section 2.02(c), elect to purchase directly and acquire such Common Units as to which the Holder’s Notice of Exchange remains in effect on the Exchange Date by paying to the Exchanging Holder at the election of Gazelle Holdco as specified in the Call Election Notice either (i) a number of shares of Common Stock that is equal to the product of the number of Common Units to be Exchanged multiplied by the Exchange Rate, (ii) a Cash Exchange Payment or (iii) a combination of shares of Common Stock and a Cash Exchange Payment (the “Call Right”), whereupon Gazelle Holdco shall acquire the Common Units offered for exchange by the Exchanging Holder. For the avoidance of doubt, any Call Election Notice delivered pursuant to this Section 2.02(c) shall supersede any Election Notice. Except as otherwise provided by this Section 2.02(c), an exercise of the Call Right shall be consummated pursuant to the same timeframe and in the same manner as the relevant Exchange would have been consummated if Gazelle Holdco had not delivered a Call Election Notice.

Exchange Procedures; Notices and Revocations. (a) An Exchanging Subject to Sections 2.02(b) and (c), a Holder may exercise the right to effect an Exchange as set forth in Section 2.01 by delivering a written notice of exchange in respect of the Common Units Paired Interests to be Exchanged substantially in the form of Exhibit A hereto (the “Notice of Exchange”), duly executed by such Exchanging Holder, to Parent, Gazelle Holdco PubCo and the Company at the address set forth in Section 4.03 during normal business hours on any Business Dayhours, or if any agent for the Exchange is duly appointed and acting (an the “Exchange Agent”), to the office of the Exchange Agent during normal business hours on any Business Dayhours. If Units and/or the Class B Common Units Stock are then represented by certificates, certificates certificate(s) representing at least the number of Units and/or Class B Common Units Stock being exchangedExchanged, with instruments instrument(s) of transfer reasonably acceptable to PubCo and the Company and executed in blank, shall be delivered by the Exchanging Holder to PubCo and the Company with at the Notice address set forth in Section 4.03 during normal business hours or to the offices of Exchangethe Exchange Agent during normal business hours. If such certificates have been lost, the Exchanging Holder may deliver, in lieu of such certificatescertificate(s), an affidavit of lost certificates. (b) Upon receipt of A Holder may deliver a Notice of ExchangeExchange with respect to an Unrestricted Exchange at any time, and, in any other case, during the Company or Gazelle Holdco (if Gazelle Holdco has delivered a Call Election Quarterly Exchange Notice pursuant to paragraph (c)), as applicable, may deliver to Period preceding the Exchanging Holder a notice (an “Election Notice”) within three (3) Business Days after receipt by Parent and the Company of such desired Exchange Date. A Notice of Exchange with respect to an Unrestricted Exchange may specify that the Exchange is to be contingent (including as to timing) upon the consummation of a purchase by another Person (whether in a tender or exchange offer, an underwritten offering or otherwise) of the Class A Common Stock into which the Paired Interests are exchangeable, or contingent (including as to timing) upon the closing of an announced merger, consolidation or other transaction or event in which such Class A Common Stock would be exchanged or converted or become exchangeable for or convertible into cash or other securities or property. Notwithstanding anything to the contrary contained in this Agreement, if, in connection with an Exchange in accordance with this Section 2.1, a filing is required under the Xxxx-Xxxxx- Xxxxxx Antitrust Improvements Act of 1976 (“Election PeriodHSR Act”), in which then the Company (or Gazelle Holdco) may elect in whole or in part for a Cash Exchange Payment to be provided in an Exchange pursuant to Section 2.01, except to the extent that a Cash Exchange Payment would be prohibited by Section 2.01(b). If no Election Notice is given before the end of the Election Period, the Company or Gazelle Holdco, as applicable, shall be deemed not to have elected for a Cash Exchange Payment to be provided in the applicable Exchange and shall be required to deliver Common Stock as provided herein, provided that to the extent that Section 2.01(b)(i) would prohibit the delivery of Common Stock for all Common Units being Exchanged, the Company or Gazelle Holdco, as applicable, shall be deemed as of the end of the Election Period to have given a timely Election Notice Date with respect to any Common Units that otherwise all Paired Interests which would be Exchanged for a number of exchanged into shares of Class A Common Stock in excess resulting from such Exchange shall be delayed until the earlier of (i) such time as the required filing under the HSR Act has been made and the waiting period applicable to such Exchange under the HSR Act shall have expired or been terminated or (ii) such filing is no longer required, at which time such Exchange shall automatically occur without any further action by the holders of any such Paired Interests. Each of the CapHolders and PubCo agree to promptly take all actions required to make such filing under the HSR Act and the filing fee for such filing shall be paid by the Company. (c) If a Holder has delivered a Notice of ExchangeNotwithstanding anything to the contrary herein, Gazelle Holdco mayto the extent that the Company is otherwise eligible for the Private Placement Safe Harbor in any taxable year, in its sole discretion, by means of delivery of a written notice (a “Call Election Notice”) to the Company and the Exchanging Holder prior Pubco shall use commercially reasonable efforts to restrict issuances of Units in an amount sufficient for the Company to continue to be eligible for the Private Placement Safe Harbor, and, to the end extent that the Company or the Pubco determines that the Company does not meet the requirements of the Election Period and subject Private Placement Safe Harbor at any point in any taxable year, the Company or the Pubco may impose such additional restrictions on Exchanges during such taxable year as the Company or the Pubco may determine to be necessary or advisable so that the terms of this Company is not treated as a “publicly traded partnership” under Section 2.02(c), elect to purchase directly and acquire such Common Units as to which the Holder’s Notice of Exchange remains in effect on the Exchange Date by paying to the Exchanging Holder at the election of Gazelle Holdco as specified in the Call Election Notice either (i) a number of shares of Common Stock that is equal to the product 7704 of the number of Common Units to be Exchanged multiplied by Code; provided, that the Exchange Rate, (ii) a Cash Exchange Payment or (iii) a combination of shares of Common Stock and a Cash Exchange Payment (the “Call Right”), whereupon Gazelle Holdco shall acquire the Common Units offered for exchange by the Exchanging Holder. For the avoidance of doubt, any Call Election Notice delivered restrictions imposed pursuant to this Section 2.02(csentence shall not apply to any Unrestricted Exchange. Notwithstanding anything to the contrary herein, no Exchange shall be permitted (and, if attempted, shall be void ab initio) shall supersede any Election Notice. Except as otherwise provided by this Section 2.02(c)if, an exercise in the good faith determination of the Call Right shall be consummated pursuant to Company or of the same timeframe and in the same manner as the relevant Pubco, such an Exchange would have been consummated if Gazelle Holdco had pose a material risk that the Company would be a “publicly traded partnership” under Section 7704 of the Code; provided, however, that this sentence shall not delivered apply to prohibit a Call Election NoticeBlock Transfer unless a change in applicable Law after the date of the signing of the Purchase Agreement modifies the application or availability of Treasury Regulations Section 1.7704-1(e)(2).

Exchange Procedures; Notices and Revocations. (ai) An Exchanging Apollo Principal Holder may exercise the right to effect an Exchange as exchange AOG Units set forth in Section 2.01 2.1(a) above by delivering providing a written notice of exchange no later than the applicable Notice Date to: (A) in respect the case of an A Exchange, the Common Units to be Exchanged Issuer substantially in the form of Exhibit A hereto hereto, and (B) in the “Notice case of a B Exchange”), duly APO Corp. and APO FC substantially in the form of Exhibit B hereto, in each case, executed by such Exchanging Holderholder or such holder's duly authorized attorney in respect of the AOG Units to be exchanged, to Parent, Gazelle Holdco and the Company at the address set forth in Section 4.03 delivered during normal business hours on any Business Day, or if any agent for at the Exchange is duly appointed and acting (an “Exchange Agent”), to the office principal executive offices of the Exchange Agent during normal business hours on any Business Day. If Common Units are then represented by certificatesIssuer or APO Corp. and APO FC, certificates representing at least the number of Common Units being exchanged, with instruments of transfer reasonably acceptable to the Company and executed in blank, shall be delivered by the Exchanging Holder to the Company with the Notice of Exchange. If such certificates have been lost, the Exchanging Holder may deliver, in lieu of such certificates, an affidavit of lost certificatesas applicable. (bii) Upon receipt If an Apollo Principal Holder provides written notices of exchange for both an A Exchange and a Notice of ExchangeB Exchange to occur in the same Quarter, such Apollo Principal Holder shall cause the Company or Gazelle Holdco (if Gazelle Holdco has delivered a Call Election Notice pursuant to paragraph (c)), as applicable, may deliver to the Exchanging Holder a notice (an “Election Notice”) within three (3) Business Days after receipt by Parent A Exchange and the Company B Exchange to occur on two or more separate exchange dates during the Quarter for which such notices of such Notice of exchange relate. Except as provided below with respect to an underwritten Public Offering, (a) the B Exchange (identified by the “Election Period”), in which the Company (or Gazelle Holdco) may elect in whole or in part for a Cash Exchange Payment to be provided in an Exchange pursuant to Section 2.01, except to the extent that a Cash Exchange Payment would be prohibited by Section 2.01(b). If no Election Notice is given before the end of the Election Period, the Company or Gazelle Holdco, as applicable, shall be deemed not to have elected for a Cash Exchange Payment to be provided Apollo Principal Holder in the applicable notice of exchange shall occur on the date provided in clause (iii) of the definition of “Quarterly Exchange Date” (such date being, the “Initial Quarterly Exchange Date”) and the A Exchange identified by the Apollo Principal Holder in the applicable notice of exchange shall be required occur on the first Business Day that is at least 11 days following the Initial Quarterly Exchange Date (such date being referred to deliver Common Stock herein as provided herein, a “Subsequent Quarterly Exchange Date”); provided that to the extent that Section 2.01(b)(ian Apollo Principal Holder has delivered a notice of exchange for both an A Exchange and a B Exchange to occur in the same Quarter and has also notified the Issuer prior to the first Quarterly Exchange Date during the applicable Quarter on which any AOG Units may be exchanged hereunder that a portion of the AOG Units to be exchanged in a B Exchange under such notices of exchange will be offered in an underwritten Public Offering, then all AOG Units set forth in the notice of exchange for the B Exchange shall be exchanged on the Quarterly Exchange Dates provided in clauses (i) would prohibit and (ii) of the delivery definition of Common Stock for all Common Units being Exchanged, the Company or Gazelle HoldcoQuarterly Exchange Date, as applicableapplicable (the last of such dates being deemed the Initial Quarterly Exchange Date for purposes of this Section 2(a)(ii)), and the AOG Units set forth in the notice of exchange for the A Exchange shall be exchanged on the Subsequent Quarterly Exchange Date. For purposes of this Agreement, each of the Initial Quarterly Exchange Date and the Subsequent Quarterly Exchange Date shall be treated as a Quarterly Exchange Date. (b) (i) With respect to any notice of exchange, an Apollo Principal Holder may irrevocably revoke any such notice in whole, but not in part, with respect to such AOG Units to be exchanged (which, for the avoidance of doubt, shall apply to all AOG Units subject to such notice) in writing on or before the Business Day immediately preceding the first Quarterly Exchange Date on which any AOG Units may be deemed as exchanged following the Notice Date with respect to which such notice was given, but only in the event that the closing trading price per share of the end Class A Shares on the Exchange on the Business Day immediately preceding date of revocation is at least 10% lower than the closing trading price per share of the Election Period Class A Shares on the Exchange on the Notice Date with respect to have given a timely Election Notice which such notice was given. (ii) In addition to and not in limitation of Section 2.2(b)(i), with respect to any Common notice of exchange for which Class A Shares issued upon exchange will be offered in an underwritten Public Offering, an Apollo Principal Holder may irrevocably revoke any such notice in whole, but not in part, with respect to all AOG Units that otherwise would to be Exchanged exchanged (which, for a number the avoidance of shares of Common Stock doubt, shall apply to all AOG Units subject to such notice) in excess writing immediately before the pricing of the Capunderwritten Public Offering, but only in the event that the gross price per Class A share offered to the public is at least 10% lower than the closing trading price per share of the Class A Shares on the Exchange on the Notice Date with respect to which such notice was given. (iii) Notwithstanding anything to the contrary herein, with respect to any notice of exchange (A) if no revocation shall have been made pursuant to Section 2.2(b)(i) above prior to the Business Day immediately preceding the first Quarterly Exchange Date on which any AOG Units may be exchanged following the Notice Date with respect to which such notice was given, then the ability of an Apollo Principal Holder to revoke any exchange pursuant to Section 2.2(b)(i) shall lapse and (B) no Apollo Principal Holder that makes any revocation with respect to a Quarterly Exchange Date as provided in Section 2.2(b)(i) or (ii) above may exercise the right to exchange AOG Units set forth in Section 2.1(a) in respect of any Quarterly Exchange Date in the next upcoming Quarter. (c) If a Holder has delivered a Notice As promptly as practicable following the surrender for exchange of AOG Units in the manner provided in this Article II, the Issuer, in the case of an A Exchange, Gazelle Holdco mayor APO Corp. and/or APO FC, as applicable, in its sole discretion, by means of delivery the case of a written notice (a “Call Election Notice”) B Exchange, shall deliver or cause to be delivered at the Company and the Exchanging Holder prior to the end principal executive offices of the Election Period and subject to the terms of this Section 2.02(c), elect to purchase directly and acquire such Common Units as to which the Holder’s Notice of Exchange remains in effect on the Exchange Date by paying to the Exchanging Holder Issuer or at the election office of Gazelle Holdco as specified in the Call Election Notice either (i) a number of shares of Common Stock that is equal to the product of Transfer Agent the number of Common Units to be Exchanged multiplied by the Exchange RateClass A Shares issuable upon such exchange, (ii) a Cash Exchange Payment or (iii) a combination of shares of Common Stock and a Cash Exchange Payment (the “Call Right”), whereupon Gazelle Holdco shall acquire the Common Units offered for exchange by the Exchanging Holder. For the avoidance of doubt, any Call Election Notice delivered pursuant to this Section 2.02(c) shall supersede any Election Notice. Except as otherwise provided by this Section 2.02(c), an exercise of the Call Right shall be consummated pursuant to the same timeframe and issued in the same manner as the relevant Exchange would have been consummated if Gazelle Holdco had not delivered a Call Election Noticename of such exchanging Apollo Principal Holder.

Exchange Procedures; Notices and Revocations. (a) An Exchanging Subject to Sections 2.02(b) and (c), a Holder may exercise the right to effect an Exchange as set forth in Section 2.01 by delivering a written notice of exchange in respect of the Common Units Paired Interests to be Exchanged substantially in the form of Exhibit A hereto (the “Notice of Exchange”), duly executed by such Exchanging Holder, to Parent, Gazelle Holdco PubCo and the Company at the address set forth in Section 4.03 during normal business hours on any Business Dayhours, or if any agent for the Exchange is duly appointed and acting (an the “Exchange Agent”), to the office of the Exchange Agent during normal business hours on any Business Dayhours. If Units and/or the Class B Common Units Stock are then represented by certificates, certificates certificate(s) representing at least the number of Units and/or Class B Common Units Stock being exchangedExchanged, with instruments instrument(s) of transfer reasonably acceptable to PubCo and the Company and executed in blank, shall be delivered by the Exchanging Holder to PubCo and the Company with at the Notice address set forth in Section 4.03 during normal business hours or to the offices of Exchangethe Exchange Agent during normal business hours. If such certificates have been lost, the Exchanging Holder may deliver, in lieu of such certificatescertificate(s), an affidavit of lost certificates. (b) Upon receipt A Holder may exercise the right to effect an Exchange as set forth in Section 2.01 provided the following conditions are satisfied: (i) the Exchange shall occur during a taxable year of a Notice of Exchange, the Company only on one or Gazelle Holdco more of up to four specified dates determined by PubCo (if Gazelle Holdco has delivered each, a Call Election Notice pursuant “Specified Exchange Date”); (ii) the Holder seeking to paragraph (c)), as applicable, may deliver to effect the Exchanging Holder a notice (an “Election Notice”) within three (3) Business Days after receipt by Parent Exchange provides PubCo and the Company of such an Notice of Exchange on a date that is at least sixty (60) calendar days prior to the “Election Period”), in Specified Exchange Date on which such Exchange is to occur; and (iii) the number of Units that may be Exchanged or otherwise transferred during the taxable year of the Company (other than in private transfers described in Treasury Regulation Section 1.7704-1(e)) cannot exceed 10 percent of the total interests in the Company’s capital or Gazelle Holdco) may elect in whole or in part for a Cash Exchange Payment to be provided in an Exchange profits (as determined pursuant to Treasury Regulation Section 2.01, except to the extent that a Cash Exchange Payment would be prohibited by Section 2.01(b1.7704-1(k). If no Election Notice is given before the end of the Election Period, the Company or Gazelle Holdco, as applicable, shall be deemed not to have elected for a Cash Exchange Payment to be provided in the applicable Exchange and shall be required to deliver Common Stock as provided herein, provided that to the extent that Section 2.01(b)(i) would prohibit the delivery of Common Stock for all Common Units being Exchanged, the Company or Gazelle Holdco, as applicable, shall be deemed as of the end of the Election Period to have given a timely Election Notice with respect to any Common Units that otherwise would be Exchanged for a number of shares of Common Stock in excess of the Cap). (c) If a Holder has delivered a Notice of Exchange, Gazelle Holdco may, in its sole discretion, by means of delivery of a written notice (a “Call Election Notice”) to the Company and the Exchanging Holder prior to the end of the Election Period and subject to the terms of this Section 2.02(c), elect to purchase directly and acquire such Common Units as to which the Holder’s Notice of Exchange remains in effect on the Exchange Date by paying to the Exchanging Holder at the election of Gazelle Holdco as specified in the Call Election Notice either (i) a number of shares of Common Stock that is equal to the product of the number of Common Units to be Exchanged multiplied by the Exchange Rate, (ii) a Cash Exchange Payment or (iii) a combination of shares of Common Stock and a Cash Exchange Payment (the “Call Right”), whereupon Gazelle Holdco shall acquire the Common Units offered for exchange by the Exchanging Holder. For the avoidance of doubt, the restrictions imposed under Section 2.02(b) are intended to ensure that the Company is not treated as a “publicly traded partnership” under Section 7704 of the Code. If PubCo determines at any Call Election Notice delivered pursuant time, in its reasonable discretion after consultation with the Company’s tax advisors, that there is not a reasonable possibility that the Company will be treated as a “publicly traded partnership” under Section 7704 of the Code at any time during the current year or next taxable year (for instance, because the Company satisfies the “safe harbor” requirements under Treasury Regulation Section 1.7704-1(h) (100 Partner Safe Harbor)), PubCo may determine that the restrictions imposed under Section 2.02(b) are no longer necessary and such restrictions shall not be imposed on any Exchanges, in which case PubCo shall notify the Holders that such restrictions shall not be imposed unless and until PubCo determines otherwise (after consultation with the Company’s tax advisors). Notwithstanding anything to this the contrary herein, (i) PubCo shall have the authority, in its reasonable discretion, to prevent an Exchange or add, modify, change or amend the restrictions imposed under Section 2.02(c2.02(b) as is reasonably necessary or advisable so that the Company is not treated as a “publicly traded partnership” under Section 7704 of the Code, and (ii) PubCo may permit an Exchange that would otherwise not be permitted under Section 2.02(b), if PubCo determines, in its reasonable discretion, that such an Exchange poses sufficiently little risk to the Company being treated as a “publicly traded partnership” under Section 7704 of the Code. In the event the number of Units that may be Exchanged or otherwise transferred during any taxable year of the Company is reasonably expected to exceed 10 percent of the total interests in the Company’s capital or profits (as provided for under Section 2.02(b)(iii)), PubCo shall have the authority, in its reasonable discretion, to limit the Exchanges on any subsequent Specified Exchange Date in such taxable year or period such that the number of Units that may be Exchanged or otherwise transferred during such taxable year (other than in private transfers described in Treasury Regulation Section 1.7704-1(e)) shall supersede any Election Notice. Except as otherwise provided by this Section 2.02(c), an exercise not exceed 10 percent of the Call Right total interests in the Company’s capital or profits. Any such limitation imposed on a Specified Exchange Date shall be consummated pursuant applied ratably among the Holders seeking to effect an Exchange on such Specified Exchange Date based on the same timeframe and in the same manner as the relevant total number of Units that each such Holder seeks to Exchange would have been consummated if Gazelle Holdco had not delivered a Call Election Notice.on such Specified Exchange Date

Exchange Procedures; Notices and Revocations. (a) An Exchanging A Holder may exercise the right to effect an Exchange as set forth in Section ‎Section 2.01 by delivering a written notice of exchange in respect of the Common Units Paired Interest to be Exchanged substantially in the form of Exhibit A hereto (the “Notice of Exchange”), duly executed by such Exchanging Holder or such Exchanging Holder’s duly authorized attorney, to Parent, Gazelle Holdco and the Company at the address set forth in Section ‎Section 4.03 during normal business hours on any Business Dayhours, or if any agent for the Exchange is duly appointed and acting (an the “Exchange Agent”), to the office of the Exchange Agent during normal business hours on any Business Dayhours. If Common Units and/or the Class B Common Stock are then represented by certificates, certificates certificate(s) representing at least the number of Common Units and/or Class B Common Stock being exchanged, with instruments instrument(s) of transfer reasonably acceptable to the Company and executed in blank, shall be delivered by the such Exchanging Holder to the Company with at the Notice address set forth in ‎Section 4.03 during normal business hours or to the offices of Exchangethe Exchange Agent during normal business hours. If such certificates have been lost, the such Exchanging Holder may deliver, in lieu of such certificatescertificate(s), an affidavit of lost certificates. Newco shall take such actions as may be required, including, if applicable, the issuance and sale of shares of Class A Common Stock to the Company for the delivery by the Company to such Exchanging Holder of a number of shares of Class A Common Stock that is equal to the product of the number of Paired Interests surrendered multiplied by the Exchange Rate, to ensure the performance by the Company of its obligations under this ‎Article II. (b) Upon receipt of a Notice of Exchange, Newco or the Company or Gazelle Holdco (if Gazelle Holdco has delivered a Call Election Notice pursuant to paragraph (c)), as applicable, on behalf of Newco may deliver to the Exchanging Holder a notice (an “Election Notice”) within three (3) Business Days after receipt by Parent Newco and the Company of such Notice of Exchange (the “Election Period”)Exchange, in which Newco, or the Company (or Gazelle Holdco) on behalf of Newco, may elect in whole or in part for a Cash Exchange Payment to be provided in an elective Exchange pursuant to Section ‎Section 2.01. Subject to ‎Sections 2.01(b) and 2.01(c), except to the extent that a Cash Exchange Payment would be prohibited by Section 2.01(b). If if no Election Notice is given before the end of the Election Periodwithin such three (3) Business Day period, Newco, or the Company or Gazelle Holdco, as applicableon behalf of Newco, shall be deemed not to have elected made an election for a Cash Exchange Payment to be provided in the applicable Exchange and shall be required to deliver Class A Common Stock as provided herein, provided that to the extent that Section 2.01(b)(i) would prohibit the delivery of Common Stock for all Common Units being Exchanged, the Company or Gazelle Holdco, as applicable, shall be deemed as of the end of the Election Period to have given a timely Election Notice with respect to any Common Units that otherwise would be Exchanged for a number of shares of Common Stock in excess of the CapStock. (c) If a Holder has delivered a Notice of Exchange, Gazelle Holdco may, in its sole discretion, by means of delivery of a written notice (a “Call Election Notice”) to the Company and the Exchanging Holder prior to the end of the Election Period and subject to the terms of this Section 2.02(c), elect to purchase directly and acquire such Common Units as to which the Holder’s Notice of Exchange remains in effect on the Exchange Date by paying to the Exchanging Holder at the election of Gazelle Holdco as specified in the Call Election Notice either (i) a number of shares of Common Stock that is equal to the product of the number of Common Units to be Exchanged multiplied by the Exchange Rate, (ii) a Cash Exchange Payment or (iii) a combination of shares of Common Stock and a Cash Exchange Payment (the “Call Right”), whereupon Gazelle Holdco shall acquire the Common Units offered for exchange by the Exchanging Holder. For the avoidance of doubt, any Call Election Notice delivered pursuant to this Section 2.02(c) shall supersede any Election Notice. Except as otherwise provided by this Section 2.02(c), an exercise of the Call Right shall be consummated pursuant to the same timeframe and in the same manner as the relevant Exchange would have been consummated if Gazelle Holdco had not delivered a Call Election Notice.

Exchange Procedures; Notices and Revocations. (a) An Exchanging A Holder may exercise the right to effect an Exchange as set forth in Section 2.01 by delivering a written notice of exchange in respect of the Common Units Paired Interests to be Exchanged substantially in the form of Exhibit A hereto (the “Notice of Exchange”), duly executed by such Exchanging Holder, to Parent, Gazelle Holdco PubCo and the Company at in the address manner set forth in Section 4.03 during normal business hours on any Business Day4.03, or if any agent for the Exchange is duly appointed and acting (an the “Exchange Agent”), to the office of the Exchange Agent during normal business hours on any Business Dayhours. If Common Units and/or the Class B Common Stock are then represented by certificates, certificates certificate(s) representing at least the number of Common Units and/or Class B Common Stock being exchangedExchanged, with instruments instrument(s) of transfer reasonably acceptable to PubCo and the Company and executed in blank, shall be delivered by the Exchanging Holder to PubCo and the Company with in the Notice of Exchangemanner set forth in Section 4.03. If such certificates have been lost, the Exchanging Holder may deliver, in lieu of such certificatescertificate(s), an affidavit of lost certificates. (b) Upon receipt of a Notice of ExchangeNotwithstanding anything to the contrary herein, the Company and PubCo shall have the authority to prevent an Exchange or Gazelle Holdco (add or modify the Exchange procedures set forth in this Section 2.02 if Gazelle Holdco has delivered a Call Election Notice pursuant to paragraph (c))the Company or PubCo, as applicable, may deliver to the Exchanging Holder a notice (an “Election Notice”) within three (3) Business Days after receipt by Parent and in consultation with its tax advisor reasonably determines in good faith that, absent such action, it is likely that the Company would be treated as a “publicly traded partnership” under Section 7704 of such Notice of Exchange (the “Election Period”)Code; provided, in which that the Company (or Gazelle Holdco) may elect in whole or in part for a Cash Exchange Payment to be provided in an Exchange pursuant to Section 2.01, except to the extent that a Cash Exchange Payment would be prohibited by Section 2.01(b). If no Election Notice is given before the end of the Election Period, the Company or Gazelle Holdcoand PubCo, as applicable, shall be deemed not to have elected for a Cash Exchange Payment to be provided first consult in good faith with the applicable Exchange Holders in order to attempt to ameliorate the cause of such risk; provided, further, that if the applicable Holders obtain an opinion from a nationally recognized tax advisor, in form and shall be required to deliver Common Stock as provided herein, provided that substance reasonably satisfactory to the extent Company and PubCo, that Section 2.01(b)(i) would prohibit the delivery of Common Stock for all Common Units being Exchanged, absent such action the Company or Gazelle Holdco“should” not be treated as a “publicly traded partnership” under Section 7704 of the Code, then the Company and PubCo, as applicable, shall be deemed as of not prevent such Exchange or add or modify the end of the Election Period to have given a timely Election Notice with respect to any Common Units that otherwise would be Exchanged for a number of shares of Common Stock Exchange procedures set forth in excess of the Cap. (c) If a Holder has delivered a Notice of Exchangethis Section 2.02, Gazelle Holdco may, in its sole discretion, by means of delivery of a written notice (a “Call Election Notice”) to and the Company and PubCo shall reasonably cooperate with the Exchanging applicable Holder prior to the end of the Election Period and subject to the terms of this Section 2.02(c), elect to purchase directly and acquire in connection with obtaining any such Common Units as to which the Holder’s Notice of Exchange remains in effect on the Exchange Date by paying to the Exchanging Holder at the election of Gazelle Holdco as specified in the Call Election Notice either (i) a number of shares of Common Stock that is equal to the product of the number of Common Units to be Exchanged multiplied by the Exchange Rate, (ii) a Cash Exchange Payment or (iii) a combination of shares of Common Stock and a Cash Exchange Payment (the “Call Right”), whereupon Gazelle Holdco shall acquire the Common Units offered for exchange by the Exchanging Holder. For the avoidance of doubt, any Call Election Notice delivered pursuant to this Section 2.02(c) shall supersede any Election Notice. Except as otherwise provided by this Section 2.02(c), an exercise of the Call Right shall be consummated pursuant to the same timeframe and in the same manner as the relevant Exchange would have been consummated if Gazelle Holdco had not delivered a Call Election Noticeopinion.

Exchange Procedures; Notices and Revocations. (ai) An Exchanging Apollo Principal Holder may exercise the right to effect an Exchange as exchange AOG Units set forth in Section 2.01 2.1(a) above by delivering providing a written notice of exchange no later than the applicable Notice Date to: (A) in respect the case of an A Exchange, the Common Units to be Exchanged Issuer substantially in the form of Exhibit A hereto hereto, and (B) in the “Notice case of a B Exchange”), duly APO Corp., APO FC, APO FC II, APO UK and, in the case of any notice of exchange after the date hereof, APO FC III substantially in the form of Exhibit B hereto, in each case, executed by such Exchanging Holderholder or such holder's duly authorized attorney in respect of the AOG Units to be exchanged, to Parent, Gazelle Holdco and the Company at the address set forth in Section 4.03 delivered during normal business hours on any Business Day, or if any agent for at the Exchange is duly appointed and acting (an “Exchange Agent”), to the office principal executive offices of the Exchange Agent during normal business hours on any Business Day. If Common Units are then represented by certificatesIssuer or APO Corp., certificates representing at least the number of Common Units being exchangedAPO FC, with instruments of transfer reasonably acceptable to the Company APO FC II, APO FC III and executed in blankAPO UK, shall be delivered by the Exchanging Holder to the Company with the Notice of Exchange. If such certificates have been lost, the Exchanging Holder may deliver, in lieu of such certificates, an affidavit of lost certificatesas applicable. (bii) Upon receipt If an Apollo Principal Holder provides written notices of exchange for both an A Exchange and a Notice of ExchangeB Exchange to occur in the same Quarter, such Apollo Principal Holder shall cause the Company or Gazelle Holdco (if Gazelle Holdco has delivered a Call Election Notice pursuant to paragraph (c)), as applicable, may deliver to the Exchanging Holder a notice (an “Election Notice”) within three (3) Business Days after receipt by Parent A Exchange and the Company B Exchange to occur on two or more separate exchange dates during the Quarter for which such notices of such Notice of exchange relate. Except as provided below with respect to an underwritten Public Offering, (a) the B Exchange (identified by the “Election Period”), in which the Company (or Gazelle Holdco) may elect in whole or in part for a Cash Exchange Payment to be provided in an Exchange pursuant to Section 2.01, except to the extent that a Cash Exchange Payment would be prohibited by Section 2.01(b). If no Election Notice is given before the end of the Election Period, the Company or Gazelle Holdco, as applicable, shall be deemed not to have elected for a Cash Exchange Payment to be provided Apollo Principal Holder in the applicable notice of exchange shall occur on the date provided in clause (iii) of the definition of “Quarterly Exchange Date” (such date being, the “Initial Quarterly Exchange Date”) and the A Exchange identified by the Apollo Principal Holder in the applicable notice of exchange shall be required occur on the first Business Day that is at least 11 days following the Initial Quarterly Exchange Date (such date being referred to deliver Common Stock herein as provided herein, a “Subsequent Quarterly Exchange Date”); provided that to the extent that Section 2.01(b)(ian Apollo Principal Holder has delivered a notice of exchange for both an A Exchange and a B Exchange to occur in the same Quarter and has also notified the Issuer prior to the first Quarterly Exchange Date during the applicable Quarter on which any AOG Units may be exchanged hereunder that a portion of the AOG Units to be exchanged in a B Exchange under such notices of exchange will be offered in an underwritten Public Offering, then all AOG Units set forth in the notice of exchange for the B Exchange shall be exchanged on the Quarterly Exchange Dates provided in clauses (i) would prohibit and (ii) of the delivery definition of Common Stock for all Common Units being Exchanged, the Company or Gazelle HoldcoQuarterly Exchange Date, as applicableapplicable (the last of such dates being deemed the Initial Quarterly Exchange Date for purposes of this Section 2(a)(ii)), and the AOG Units set forth in the notice of exchange for the A Exchange shall be exchanged on the Subsequent Quarterly Exchange Date. For purposes of this Agreement, each of the Initial Quarterly Exchange Date and the Subsequent Quarterly Exchange Date shall be treated as a Quarterly Exchange Date. (b) (i) With respect to any notice of exchange, an Apollo Principal Holder may irrevocably revoke any such notice in whole, but not in part, with respect to such AOG Units to be exchanged (which, for the avoidance of doubt, shall apply to all AOG Units subject to such notice) in writing on or before the Business Day immediately preceding the first Quarterly Exchange Date on which any AOG Units may be deemed as exchanged following the Notice Date with respect to which such notice was given, but only in the event that the closing trading price per share of the end Class A Shares on the Exchange on the Business Day immediately preceding date of revocation is at least 10% lower than the closing trading price per share of the Election Period Class A Shares on the Exchange on the Notice Date with respect to have given a timely Election Notice which such notice was given. (ii) In addition to and not in limitation of Section 2.2(b)(i), with respect to any Common notice of exchange for which Class A Shares issued upon exchange will be offered in an underwritten Public Offering, an Apollo Principal Holder may irrevocably revoke any such notice in whole, but not in part, with respect to all AOG Units that otherwise would to be Exchanged exchanged (which, for a number the avoidance of shares of Common Stock doubt, shall apply to all AOG Units subject to such notice) in excess writing immediately before the pricing of the Capunderwritten Public Offering, but only in the event that the gross price per Class A share offered to the public is at least 10% lower than the closing trading price per share of the Class A Shares on the Exchange on the Notice Date with respect to which such notice was given. (iii) Notwithstanding anything to the contrary herein, with respect to any notice of exchange (A) if no revocation shall have been made pursuant to Section 2.2(b)(i) above prior to the Business Day immediately preceding the first Quarterly Exchange Date on which any AOG Units may be exchanged following the Notice Date with respect to which such notice was given, then the ability of an Apollo Principal Holder to revoke any exchange pursuant to Section 2.2(b)(i) shall lapse and (B) no Apollo Principal Holder that makes any revocation with respect to a Quarterly Exchange Date as provided in Section 2.2(b)(i) or (ii) above may exercise the right to exchange AOG Units set forth in Section 2.1(a) in respect of any Quarterly Exchange Date in the next upcoming Quarter. (c) If a Holder has delivered a Notice As promptly as practicable following the surrender for exchange of AOG Units in the manner provided in this Article II, the Issuer, in the case of an A Exchange, Gazelle Holdco mayor APO Corp., APO FC, APO FC II, APO FC III and/or APO UK, as applicable, in its sole discretion, by means of delivery the case of a written notice (a “Call Election Notice”) B Exchange, shall deliver or cause to be delivered at the Company and the Exchanging Holder prior to the end principal executive offices of the Election Period and subject to the terms of this Section 2.02(c), elect to purchase directly and acquire such Common Units as to which the Holder’s Notice of Exchange remains in effect on the Exchange Date by paying to the Exchanging Holder Issuer or at the election office of Gazelle Holdco as specified in the Call Election Notice either (i) a number of shares of Common Stock that is equal to the product of Transfer Agent the number of Common Units to be Exchanged multiplied by the Exchange RateClass A Shares issuable upon such exchange, (ii) a Cash Exchange Payment or (iii) a combination of shares of Common Stock and a Cash Exchange Payment (the “Call Right”), whereupon Gazelle Holdco shall acquire the Common Units offered for exchange by the Exchanging Holder. For the avoidance of doubt, any Call Election Notice delivered pursuant to this Section 2.02(c) shall supersede any Election Notice. Except as otherwise provided by this Section 2.02(c), an exercise of the Call Right shall be consummated pursuant to the same timeframe and issued in the same manner as the relevant Exchange would have been consummated if Gazelle Holdco had not delivered a Call Election Noticename of such exchanging Apollo Principal Holder.

Exchange Procedures; Notices and Revocations. (a) An Exchanging Subject to Sections 2.02(b) and (c), a Holder may exercise the right to effect an Exchange as set forth in Section 2.01 by delivering a written notice of exchange in respect of the Common Units Paired Interests to be Exchanged substantially in the form of Exhibit A hereto (the “Notice of Exchange”), duly executed by such Exchanging Holder, to Parent, Gazelle Holdco PubCo and the Company at the address set forth in Section 4.03 during normal business hours on any Business Dayhours, or if any agent for the Exchange is duly appointed and acting (an the “Exchange Agent”), to the office of the Exchange Agent during normal business hours on any Business Dayhours. If Units and/or the Class B Common Units Stock are then represented by certificates, certificates certificate(s) representing at least the number of Units and/or Class B Common Units Stock being exchangedExchanged, with instruments instrument(s) of transfer reasonably acceptable to PubCo and the Company and executed in blank, shall be delivered by the Exchanging Holder to PubCo and the Company with at the Notice address set forth in Section 4.03 during normal business hours or to the offices of Exchangethe Exchange Agent during normal business hours. If such certificates have been lost, the Exchanging Holder may deliver, in lieu of such certificatescertificate(s), an affidavit of lost certificates. (b) Upon receipt of A Holder may deliver a Notice of ExchangeExchange with respect to an Unrestricted Exchange at any time, and, in any other case, during the Company or Gazelle Holdco (if Gazelle Holdco has delivered a Call Election Quarterly Exchange Notice pursuant to paragraph (c)), as applicable, may deliver to Period preceding the Exchanging Holder a notice (an “Election Notice”) within three (3) Business Days after receipt by Parent and the Company of such desired Exchange Date. A Notice of Exchange with respect to an Unrestricted Exchange may specify that the Exchange is to be contingent (including as to timing) upon the consummation of a purchase by another Person (whether in a tender or exchange offer, an underwritten offering or otherwise) of the Class A Common Stock into which the Paired Interests are exchangeable, or contingent (including as to timing) upon the closing of an announced merger, consolidation or other transaction or event in which such Class A Common Stock would be exchanged or converted or become exchangeable for or convertible into cash or other securities or property. Notwithstanding anything to the contrary contained in this Agreement, if, in connection with an Exchange in accordance with this Section 2.1, a filing is required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (“Election PeriodHSR Act”), in which then the Company (or Gazelle Holdco) may elect in whole or in part for a Cash Exchange Payment to be provided in an Exchange pursuant to Section 2.01, except to the extent that a Cash Exchange Payment would be prohibited by Section 2.01(b). If no Election Notice is given before the end of the Election Period, the Company or Gazelle Holdco, as applicable, shall be deemed not to have elected for a Cash Exchange Payment to be provided in the applicable Exchange and shall be required to deliver Common Stock as provided herein, provided that to the extent that Section 2.01(b)(i) would prohibit the delivery of Common Stock for all Common Units being Exchanged, the Company or Gazelle Holdco, as applicable, shall be deemed as of the end of the Election Period to have given a timely Election Notice Date with respect to any Common Units that otherwise all Paired Interests which would be Exchanged for a number of exchanged into shares of Class A Common Stock in excess resulting from such Exchange shall be delayed until the earlier of (i) such time as the required filing under the HSR Act has been made and the waiting period applicable to such Exchange under the HSR Act shall have expired or been terminated or (ii) such filing is no longer required, at which time such Exchange shall automatically occur without any further action by the holders of any such Paired Interests. Each of the CapHolders and PubCo agree to promptly take all actions required to make such filing under the HSR Act and the filing fee for such filing shall be paid by the Company. (c) If a Holder has delivered a Notice of ExchangeNotwithstanding anything to the contrary herein, Gazelle Holdco mayto the extent that the Company is otherwise eligible for the Private Placement Safe Harbor in any taxable year, in its sole discretion, by means of delivery of a written notice (a “Call Election Notice”) to the Company and the Exchanging Holder prior Pubco shall use commercially reasonable efforts to restrict issuances of Units in an amount sufficient for the Company to continue to be eligible for the Private Placement Safe Harbor, and, to the end extent that the Company or the Pubco determines that the Company does not meet the requirements of the Election Period and subject Private Placement Safe Harbor at any point in any taxable year, the Company or the Pubco may impose such additional restrictions on Exchanges during such taxable year as the Company or the Pubco may determine to be necessary or advisable so that the terms of this Company is not treated as a “publicly traded partnership” under Section 2.02(c), elect to purchase directly and acquire such Common Units as to which the Holder’s Notice of Exchange remains in effect on the Exchange Date by paying to the Exchanging Holder at the election of Gazelle Holdco as specified in the Call Election Notice either (i) a number of shares of Common Stock that is equal to the product 7704 of the number of Common Units to be Exchanged multiplied by Code; provided, that the Exchange Rate, (ii) a Cash Exchange Payment or (iii) a combination of shares of Common Stock and a Cash Exchange Payment (the “Call Right”), whereupon Gazelle Holdco shall acquire the Common Units offered for exchange by the Exchanging Holder. For the avoidance of doubt, any Call Election Notice delivered restrictions imposed pursuant to this Section 2.02(csentence shall not apply to any Unrestricted Exchange. Notwithstanding anything to the contrary herein, no Exchange shall be permitted (and, if attempted, shall be void ab initio) shall supersede any Election Notice. Except as otherwise provided by this Section 2.02(c)if, an exercise in the good faith determination of the Call Right shall be consummated pursuant to Company or of the same timeframe and in the same manner as the relevant Pubco, such an Exchange would have been consummated if Gazelle Holdco had pose a material risk that the Company would be a “publicly traded partnership” under Section 7704 of the Code; provided, however, that this sentence shall not delivered apply to prohibit a Call Election NoticeBlock Transfer unless a change in applicable Law after the date of the signing of the Purchase Agreement modifies the application or availability of Treasury Regulations Section 1.7704-1(e)(2).