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

Exchange Procedures; Notices and Revocations. (a) 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 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 the Company at the address set forth in Section 4.03 during normal business hours, or if any agent for the Exchange is duly appointed and acting (the “Exchange Agent”), to the office of the Exchange Agent during normal business hours. If Common Units and/or the Class B Common Stock are then represented by certificates, certificate(s) representing at least the number of Common Units and/or Class B Common Stock being exchanged, with instrument(s) of transfer reasonably acceptable to the Company and executed in blank, shall be delivered by such Exchanging Holder to the Company at the address set forth in Section 4.03 during normal business hours or to the offices of the Exchange Agent during normal business hours. If such certificates have been lost, such Exchanging Holder may deliver, in lieu of such certificate(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 on behalf of Newco may deliver a notice (“Election Notice”) within three (3) Business Days after receipt by Newco and the Company of such Notice of Exchange, in which Newco, or the Company on behalf of Newco, may elect for a Cash Exchange Payment to be provided in an elective Exchange pursuant to Section 2.01. Subject to Section 2.01(b) and 2.01(c), if no Election Notice is given within such three (3) Business Day period, Newco, or the Company on behalf of Newco, shall be deemed not to have 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.

Exchange Procedures; Notices and Revocations. (a) 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 Paired Interest Common Units 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 hourshours on any Business Day, or if any agent for the Exchange is duly appointed and acting (the an “Exchange Agent”), to the office of the Exchange Agent during normal business hourshours on any Business Day. If Common Units and/or the Class B Common Stock are then represented by certificates, certificate(s) certificates representing at least the number of Common Units and/or Class B Common Stock being exchanged, with instrument(s) instruments of transfer reasonably acceptable to the Company and executed in blank, shall be delivered by such the Exchanging Holder to the Company at with the address set forth in Section 4.03 during normal business hours or to the offices Notice of the Exchange Agent during normal business hoursExchange. If such certificates have been lost, such the Exchanging Holder may deliver, in lieu of such certificate(s)certificates, 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 on behalf of Newco 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 Newco Parent and the Company of such Notice of ExchangeExchange (the “Election Period”), in which Newco, or the Company on behalf of Newco, (or Gazelle Holdco) may elect in whole or in part for a Cash Exchange Payment to be provided in an elective Exchange pursuant to Section 2.01. Subject , except 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 within such three (3) Business Day periodbefore the end of the Election Period, Newco, or the Company on behalf of Newcoor Gazelle Holdco, as applicable, shall be deemed not to have made an election elected for a Cash Exchange Payment to be provided in the applicable Exchange and shall be required to deliver Class A Common StockStock 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) A 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 Paired Interest Interests to be Exchanged substantially in the form of Exhibit A hereto (the “Notice of Exchange”), duly executed by such Exchanging the Holder or such Exchanging the Holder’s duly authorized attorney, to the Company at the address set forth in Section 4.03 during normal business hours, or if any agent for the Exchange is duly appointed and acting (the “Exchange Agent”), to the office of the Exchange Agent during normal business hours. If Common Units and/or the Class B Common Stock are then represented by certificates, certificate(s) representing at least the number of Common Units and/or Class B Common Stock being exchanged, with instrument(s) of transfer reasonably acceptable to the Company and executed in blank, shall be delivered by such Exchanging the Holder to the Company at the address set forth in Section 4.03 during normal business hours or to the offices of the Exchange Agent during normal business hours. If such certificates have been lost, such Exchanging the Holder may deliver, in lieu of such certificate(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 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 on behalf of Newco may deliver a notice (“Election Notice”) within three (3) Business Days after receipt by Newco and the Company of such Notice of Exchange, in which Newco, or the Company on behalf of Newco, may elect for a Cash Exchange Payment to be provided in an elective Exchange pursuant to Section 2.01. Subject to the proviso of Section 2.01(b) and 2.01(c)2.01, if no Election Notice is given within such three (3) Business Day period, Newco, or the Company on behalf of Newco, shall be deemed not to have 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.

Exchange Procedures; Notices and Revocations. (a) A 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 Paired Interest Interests 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 PubCo and the Company at the address set forth in Section 4.03 during normal business hours, or if any agent for the Exchange is duly appointed and acting (the “Exchange Agent”), to the office of the Exchange Agent during normal business hours. If Common Units and/or the Class B Common Stock are then represented by certificates, certificate(s) representing at least the number of Common Units and/or Class B Common Stock being exchangedExchanged, with instrument(s) of transfer reasonably acceptable to PubCo and the Company and executed in blank, shall be delivered by such the Exchanging Holder to PubCo and the Company at the address set forth in Section 4.03 during normal business hours or to the offices of the Exchange Agent during normal business hours. If such certificates have been lost, such the Exchanging Holder may deliver, in lieu of such certificate(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 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, Newco or the Company only on behalf one or more of Newco may deliver up to four specified dates determined by PubCo (each, a notice “Specified Exchange Date”); (“Election Notice”ii) within three (3) Business Days after receipt by Newco the Holder seeking to effect the Exchange provides PubCo and the Company of such an Notice of ExchangeExchange on a date that is at least sixty (60) calendar days prior to the 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 profits (as determined pursuant to Treasury Regulation Section 1.7704-1(k)). (c) 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 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 Newcocase 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 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(b) as is reasonably necessary or advisable so that the Company on behalf is not treated as a “publicly traded partnership” under Section 7704 of Newcothe Code, and (ii) PubCo may elect for a Cash permit an Exchange Payment to that would otherwise not be provided in an elective Exchange pursuant to permitted under Section 2.01. Subject to Section 2.01(b) and 2.01(c2.02(b), if no Election Notice is given within PubCo determines, in its reasonable discretion, that such three (3) Business Day period, Newco, or 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 behalf any subsequent Specified Exchange Date in such taxable year or period such that the number of Newco, 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 not exceed 10 percent of the total interests in the Company’s capital or profits. Any such limitation imposed on a Specified Exchange Date shall be deemed not applied ratably among the Holders seeking to have made effect an election for a Cash Exchange Payment on such Specified Exchange Date based on the total number of Units that each such Holder seeks to be provided in the applicable Exchange and shall be required to deliver Class A Common Stock.on such Specified Exchange Date

Exchange Procedures; Notices and Revocations. (a) 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 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 the Company at the address set forth in Section ‎Section 4.03 during normal business hours, or if any agent for the Exchange is duly appointed and acting (the “Exchange Agent”), to the office of the Exchange Agent during normal business hours. If Common Units and/or the Class B Common Stock are then represented by certificates, certificate(s) representing at least the number of Common Units and/or Class B Common Stock being exchanged, with instrument(s) of transfer reasonably acceptable to the Company and executed in blank, shall be delivered by such Exchanging Holder to the Company at the address set forth in Section ‎Section 4.03 during normal business hours or to the offices of the Exchange Agent during normal business hours. If such certificates have been lost, such Exchanging Holder may deliver, in lieu of such certificate(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 ‎Article II. (b) Upon receipt of a Notice of Exchange, Newco or the Company on behalf of Newco may deliver a notice (“Election Notice”) within three (3) Business Days after receipt by Newco and the Company of such Notice of Exchange, in which Newco, or the Company on behalf of Newco, may elect for a Cash Exchange Payment to be provided in an elective Exchange pursuant to Section ‎Section 2.01. Subject to Section ‎Sections 2.01(b) and 2.01(c), if no Election Notice is given within such three (3) Business Day period, Newco, or the Company on behalf of Newco, shall be deemed not to have 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.

Exchange Procedures; Notices and Revocations. (a) 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 Paired Interest Interests 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 PubCo and the Company at in the address manner set forth in Section 4.03 during normal business hours4.03, or if any agent for the Exchange is duly appointed and acting (the “Exchange Agent”), to the office of the Exchange Agent during normal business hours. If Common Units and/or the Class B Common Stock are then represented by certificates, certificate(s) representing at least the number of Common Units and/or Class B Common Stock being exchangedExchanged, with instrument(s) of transfer reasonably acceptable to PubCo and the Company and executed in blank, shall be delivered by such the Exchanging Holder to PubCo and the Company at in the address manner set forth in Section 4.03 during normal business hours or to the offices of the Exchange Agent during normal business hours4.03. If such certificates have been lost, such the Exchanging Holder may deliver, in lieu of such certificate(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 ExchangeNotwithstanding anything to the contrary herein, Newco or the Company on behalf and PubCo shall have the authority to prevent an Exchange or add or modify the Exchange procedures set forth in this Section 2.02 if the Company or PubCo, as applicable, 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 Newco may deliver the Code; provided, that the Company and PubCo, as applicable, shall first consult in good faith with the applicable Holders in order to attempt to ameliorate the cause of such risk; provided, further, that if the applicable Holders obtain an opinion from a notice (nationally recognized tax advisor, in form and substance reasonably satisfactory to the Company and PubCo, that absent such action the Company “Election Notice”) within three (3) Business Days after receipt by Newco should” not be treated as a “publicly traded partnership” under Section 7704 of the Code, then the Company and PubCo, as applicable, shall not prevent such Exchange or add or modify the Exchange procedures set forth in this Section 2.02, and the Company of such Notice of Exchange, in which Newco, or the Company on behalf of Newco, may elect for a Cash Exchange Payment to be provided in an elective Exchange pursuant to Section 2.01. Subject to Section 2.01(b) and 2.01(c), if no Election Notice is given within such three (3) Business Day period, Newco, or the Company on behalf of Newco, PubCo shall be deemed not to have made an election for a Cash Exchange Payment to be provided in reasonably cooperate with the applicable Exchange and shall be required to deliver Class A Common StockHolder in connection with obtaining any such opinion.

Exchange Procedures; Notices and Revocations. (ai) A An 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 Paired Interest 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 Holder holder or such Exchanging Holder’s holder's duly authorized attorney, to the Company at the address set forth attorney in Section 4.03 during normal business hours, or if any agent for the Exchange is duly appointed and acting (the “Exchange Agent”), to the office respect of the Exchange Agent during normal business hours. If Common AOG Units and/or the Class B Common Stock are then represented by certificates, certificate(s) representing at least the number of Common Units and/or Class B Common Stock being to be exchanged, with instrument(s) of transfer reasonably acceptable to the Company and executed in blank, shall be delivered by such Exchanging Holder to the Company at the address set forth in Section 4.03 during normal business hours or to at the principal executive offices of the Issuer or APO Corp., APO FC, APO FC II, APO FC III and APO UK, as applicable. (ii) If an Apollo Principal Holder provides written notices of exchange for both an A Exchange Agent during normal business hours. If such certificates have been lostand a B Exchange to occur in the same Quarter, such Exchanging Apollo Principal Holder shall cause the A Exchange and the B Exchange to occur on two or more separate exchange dates during the Quarter for which such notices of exchange relate. Except as provided below with respect to an underwritten Public Offering, (a) the B Exchange identified by the 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 occur on the first Business Day that is at least 11 days following the Initial Quarterly Exchange Date (such date being referred to herein as a “Subsequent Quarterly Exchange Date”); provided that to the extent that an 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 deliverbe 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 lieu the notice of exchange for the B Exchange shall be exchanged on the Quarterly Exchange Dates provided in clauses (i) and (ii) of the definition of Quarterly Exchange Date, as applicable (the last of such certificate(sdates being deemed the Initial Quarterly Exchange Date for purposes of this Section 2(a)(ii)), an affidavit and the AOG Units set forth in the notice 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 exchange for the delivery by A Exchange shall be exchanged on the Company to such Exchanging Holder Subsequent Quarterly Exchange Date. For purposes of a number of shares of Class A Common Stock that is equal to the product this Agreement, each of the number of Paired Interests surrendered multiplied by Initial Quarterly Exchange Date and the Subsequent Quarterly Exchange Rate, to ensure the performance by the Company of its obligations under this Article IIDate shall be treated as a Quarterly Exchange Date. (b) Upon receipt (i) With respect to any notice of a Notice of Exchangeexchange, Newco or the Company on behalf of Newco an Apollo Principal Holder may deliver a irrevocably revoke any such notice (“Election Notice”) within three (3) Business Days after receipt by Newco and the Company of in whole, but not in part, with respect to such Notice of Exchange, in which Newco, or the Company on behalf of Newco, may elect for a Cash Exchange Payment AOG Units to be provided 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 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 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 Class A Shares on the Exchange on the Notice Date with respect to which such notice was given. (ii) In addition to and not in limitation of Section 2.2(b)(i), with respect to any notice of exchange for which Class A Shares issued upon exchange will be offered in an elective 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 to be exchanged (which, for the avoidance of doubt, shall apply to all AOG Units subject to such notice) in writing immediately before the pricing of the underwritten 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 2.01. Subject 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 2.01(b2.2(b)(i) shall lapse and 2.01(c)(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) As promptly as practicable following the surrender for exchange of AOG Units in the manner provided in this Article II, if no Election Notice is given within such three (3) Business Day periodthe Issuer, Newcoin the case of an A Exchange, or APO Corp., APO FC, APO FC II, APO FC III and/or APO UK, as applicable, in the Company on behalf case of Newcoa B Exchange, shall be deemed not to have made an election for a Cash Exchange Payment deliver or cause to be provided delivered at the principal executive offices of the Issuer or at the office of the Transfer Agent the number of Class A Shares issuable upon such exchange, issued in the applicable Exchange and shall be required to deliver Class A Common Stockname of such exchanging Apollo Principal Holder.

Exchange Procedures; Notices and Revocations. (a) A 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 Paired Interest Interests 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 PubCo and the Company at the address set forth in Section 4.03 during normal business hours, or if any agent for the Exchange is duly appointed and acting (the “Exchange Agent”), to the office of the Exchange Agent during normal business hours. If Common Units and/or the Class B Common Stock are then represented by certificates, certificate(s) representing at least the number of Common Units and/or Class B Common Stock being exchangedExchanged, with instrument(s) of transfer reasonably acceptable to PubCo and the Company and executed in blank, shall be delivered by such the Exchanging Holder to PubCo and the Company at the address set forth in Section 4.03 during normal business hours or to the offices of the Exchange Agent during normal business hours. If such certificates have been lost, such the Exchanging Holder may deliver, in lieu of such certificate(s), an affidavit of lost certificates. (b) A Holder may deliver a Notice of Exchange with respect to an Unrestricted Exchange at any time, and, in any other case, during the Quarterly Exchange Notice Period preceding the desired Exchange Date. Newco shall take 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 actions as may Class A Common Stock would be requiredexchanged or converted or become exchangeable for or convertible into cash or other securities or property. Notwithstanding anything to the contrary contained in this Agreement, includingif, if applicablein connection with an Exchange in accordance with this Section 2.1, a filing is required under the issuance and sale ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976 (“HSR Act”), then the Exchange Date with respect to all Paired Interests which would be exchanged into shares of Class A Common Stock 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 Holders 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) Notwithstanding anything to the contrary herein, to the extent that the Company is otherwise eligible for the delivery by Private Placement Safe Harbor in any taxable year, the Company and the Pubco shall use commercially reasonable efforts to restrict issuances of Units in an amount sufficient for the Company to such Exchanging Holder of a number of shares of Class A Common Stock that is equal continue to be eligible for the Private Placement Safe Harbor, and, to the product extent that the Company or the Pubco determines that the Company does not meet the requirements of the number of Paired Interests surrendered multiplied by the Exchange RatePrivate Placement Safe Harbor at any point in any taxable year, 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 Pubco may impose such additional restrictions on behalf of Newco may deliver a notice (“Election Notice”) within three (3) Business Days after receipt by Newco and Exchanges during such taxable year as the Company of such Notice of Exchange, in which Newco, or the Company on behalf of Newco, Pubco may elect for a Cash Exchange Payment determine to be provided in an elective Exchange necessary or advisable so that the Company is not treated as a “publicly traded partnership” under Section 7704 of the Code; provided, that the restrictions imposed pursuant to Section 2.01this sentence shall not apply to any Unrestricted Exchange. Subject Notwithstanding anything to Section 2.01(b) and 2.01(c)the contrary herein, no Exchange shall be permitted (and, if no Election Notice is given within such three (3) Business Day period, Newco, or the Company on behalf of Newcoattempted, shall be deemed not to have made an election for a Cash Exchange Payment to be provided void ab initio) if, in the good faith determination of the Company or of the Pubco, such an Exchange would 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 apply to prohibit a Block Transfer unless a change in applicable Exchange and shall be required to deliver Class A Common StockLaw 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) A An 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 Paired Interest 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 and, in the case of any notice of exchange after the date hereof, APO UK substantially in the form of Exhibit B hereto, in each case, executed by such Exchanging Holder holder or such Exchanging Holder’s holder's duly authorized attorney, to the Company at the address set forth attorney in Section 4.03 during normal business hours, or if any agent for the Exchange is duly appointed and acting (the “Exchange Agent”), to the office respect of the Exchange Agent during normal business hours. If Common AOG Units and/or the Class B Common Stock are then represented by certificates, certificate(s) representing at least the number of Common Units and/or Class B Common Stock being to be exchanged, with instrument(s) of transfer reasonably acceptable to the Company and executed in blank, shall be delivered by such Exchanging Holder to the Company at the address set forth in Section 4.03 during normal business hours or to at the principal executive offices of the Issuer or APO Corp., APO FC, APO FC II and APO UK, as applicable. (ii) If an Apollo Principal Holder provides written notices of exchange for both an A Exchange Agent during normal business hours. If such certificates have been lostand a B Exchange to occur in the same Quarter, such Exchanging Apollo Principal Holder shall cause the A Exchange and the B Exchange to occur on two or more separate exchange dates during the Quarter for which such notices of exchange relate. Except as provided below with respect to an underwritten Public Offering, (a) the B Exchange identified by the 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 occur on the first Business Day that is at least 11 days following the Initial Quarterly Exchange Date (such date being referred to herein as a “Subsequent Quarterly Exchange Date”); provided that to the extent that an 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 deliverbe 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 lieu the notice of exchange for the B Exchange shall be exchanged on the Quarterly Exchange Dates provided in clauses (i) and (ii) of the definition of Quarterly Exchange Date, as applicable (the last of such certificate(sdates being deemed the Initial Quarterly Exchange Date for purposes of this Section 2(a)(ii)), an affidavit and the AOG Units set forth in the notice 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 exchange for the delivery by A Exchange shall be exchanged on the Company to such Exchanging Holder Subsequent Quarterly Exchange Date. For purposes of a number of shares of Class A Common Stock that is equal to the product this Agreement, each of the number of Paired Interests surrendered multiplied by Initial Quarterly Exchange Date and the Subsequent Quarterly Exchange Rate, to ensure the performance by the Company of its obligations under this Article IIDate shall be treated as a Quarterly Exchange Date. (b) Upon receipt (i) With respect to any notice of a Notice of Exchangeexchange, Newco or the Company on behalf of Newco an Apollo Principal Holder may deliver a irrevocably revoke any such notice (“Election Notice”) within three (3) Business Days after receipt by Newco and the Company of in whole, but not in part, with respect to such Notice of Exchange, in which Newco, or the Company on behalf of Newco, may elect for a Cash Exchange Payment AOG Units to be provided 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 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 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 Class A Shares on the Exchange on the Notice Date with respect to which such notice was given. (ii) In addition to and not in limitation of Section 2.2(b)(i), with respect to any notice of exchange for which Class A Shares issued upon exchange will be offered in an elective 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 to be exchanged (which, for the avoidance of doubt, shall apply to all AOG Units subject to such notice) in writing immediately before the pricing of the underwritten 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 2.01. Subject 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 2.01(b2.2(b)(i) shall lapse and 2.01(c)(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) As promptly as practicable following the surrender for exchange of AOG Units in the manner provided in this Article II, if no Election Notice is given within such three (3) Business Day periodthe Issuer, Newcoin the case of an A Exchange, or APO Corp., APO FC, APO FC II and/or APO UK, as applicable, in the Company on behalf case of Newcoa B Exchange, shall be deemed not to have made an election for a Cash Exchange Payment deliver or cause to be provided delivered at the principal executive offices of the Issuer or at the office of the Transfer Agent the number of Class A Shares issuable upon such exchange, issued in the applicable Exchange and shall be required to deliver Class A Common Stockname of such exchanging Apollo Principal Holder.

Exchange Procedures; Notices and Revocations. (ai) A An 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 Paired Interest 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 Holder holder or such Exchanging Holder’s holder's duly authorized attorney, to the Company at the address set forth attorney in Section 4.03 during normal business hours, or if any agent for the Exchange is duly appointed and acting (the “Exchange Agent”), to the office respect of the Exchange Agent during normal business hours. If Common AOG Units and/or the Class B Common Stock are then represented by certificates, certificate(s) representing at least the number of Common Units and/or Class B Common Stock being to be exchanged, with instrument(s) of transfer reasonably acceptable to the Company and executed in blank, shall be delivered by such Exchanging Holder to the Company at the address set forth in Section 4.03 during normal business hours or to at the principal executive offices of the Issuer or APO Corp. and APO FC, as applicable. (ii) If an Apollo Principal Holder provides written notices of exchange for both an A Exchange Agent during normal business hours. If such certificates have been lostand a B Exchange to occur in the same Quarter, such Exchanging Apollo Principal Holder shall cause the A Exchange and the B Exchange to occur on two or more separate exchange dates during the Quarter for which such notices of exchange relate. Except as provided below with respect to an underwritten Public Offering, (a) the B Exchange identified by the 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 occur on the first Business Day that is at least 11 days following the Initial Quarterly Exchange Date (such date being referred to herein as a “Subsequent Quarterly Exchange Date”); provided that to the extent that an 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 deliverbe 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 lieu the notice of exchange for the B Exchange shall be exchanged on the Quarterly Exchange Dates provided in clauses (i) and (ii) of the definition of Quarterly Exchange Date, as applicable (the last of such certificate(sdates being deemed the Initial Quarterly Exchange Date for purposes of this Section 2(a)(ii)), an affidavit and the AOG Units set forth in the notice 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 exchange for the delivery by A Exchange shall be exchanged on the Company to such Exchanging Holder Subsequent Quarterly Exchange Date. For purposes of a number of shares of Class A Common Stock that is equal to the product this Agreement, each of the number of Paired Interests surrendered multiplied by Initial Quarterly Exchange Date and the Subsequent Quarterly Exchange Rate, to ensure the performance by the Company of its obligations under this Article IIDate shall be treated as a Quarterly Exchange Date. (b) Upon receipt (i) With respect to any notice of a Notice of Exchangeexchange, Newco or the Company on behalf of Newco an Apollo Principal Holder may deliver a irrevocably revoke any such notice (“Election Notice”) within three (3) Business Days after receipt by Newco and the Company of in whole, but not in part, with respect to such Notice of Exchange, in which Newco, or the Company on behalf of Newco, may elect for a Cash Exchange Payment AOG Units to be provided 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 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 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 Class A Shares on the Exchange on the Notice Date with respect to which such notice was given. (ii) In addition to and not in limitation of Section 2.2(b)(i), with respect to any notice of exchange for which Class A Shares issued upon exchange will be offered in an elective 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 to be exchanged (which, for the avoidance of doubt, shall apply to all AOG Units subject to such notice) in writing immediately before the pricing of the underwritten 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 2.01. Subject 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 2.01(b2.2(b)(i) shall lapse and 2.01(c)(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) As promptly as practicable following the surrender for exchange of AOG Units in the manner provided in this Article II, if no Election Notice is given within such three (3) Business Day periodthe Issuer, Newcoin the case of an A Exchange, or APO Corp. and/or APO FC, as applicable, in the Company on behalf case of Newcoa B Exchange, shall be deemed not to have made an election for a Cash Exchange Payment deliver or cause to be provided delivered at the principal executive offices of the Issuer or at the office of the Transfer Agent the number of Class A Shares issuable upon such exchange, issued in the applicable Exchange and shall be required to deliver Class A Common Stockname of such exchanging Apollo Principal Holder.

Exchange Procedures; Notices and Revocations. (a) A 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 Paired Interest Interests 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 PubCo and the Company at the address set forth in Section 4.03 during normal business hours, or if any agent for the Exchange is duly appointed and acting (the “Exchange Agent”), to the office of the Exchange Agent during normal business hours. If Common Units and/or the Class B Common Stock are then represented by certificates, certificate(s) representing at least the number of Common Units and/or Class B Common Stock being exchangedExchanged, with instrument(s) of transfer reasonably acceptable to PubCo and the Company and executed in blank, shall be delivered by such the Exchanging Holder to PubCo and the Company at the address set forth in Section 4.03 during normal business hours or to the offices of the Exchange Agent during normal business hours. If such certificates have been lost, such the Exchanging Holder may deliver, in lieu of such certificate(s), an affidavit of lost certificates. (b) A Holder may deliver a Notice of Exchange with respect to an Unrestricted Exchange at any time, and, in any other case, during the Quarterly Exchange Notice Period preceding the desired Exchange Date. Newco shall take 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 actions as may Class A Common Stock would be requiredexchanged or converted or become exchangeable for or convertible into cash or other securities or property. Notwithstanding anything to the contrary contained in this Agreement, includingif, if applicablein connection with an Exchange in accordance with this Section 2.1, a filing is required under the issuance and sale ▇▇▇▇-▇▇▇▇▇- ▇▇▇▇▇▇ Antitrust Improvements Act of 1976 (“HSR Act”), then the Exchange Date with respect to all Paired Interests which would be exchanged into shares of Class A Common Stock 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 Holders 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) Notwithstanding anything to the contrary herein, to the extent that the Company is otherwise eligible for the delivery by Private Placement Safe Harbor in any taxable year, the Company and the Pubco shall use commercially reasonable efforts to restrict issuances of Units in an amount sufficient for the Company to such Exchanging Holder of a number of shares of Class A Common Stock that is equal continue to be eligible for the Private Placement Safe Harbor, and, to the product extent that the Company or the Pubco determines that the Company does not meet the requirements of the number of Paired Interests surrendered multiplied by the Exchange RatePrivate Placement Safe Harbor at any point in any taxable year, 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 Pubco may impose such additional restrictions on behalf of Newco may deliver a notice (“Election Notice”) within three (3) Business Days after receipt by Newco and Exchanges during such taxable year as the Company of such Notice of Exchange, in which Newco, or the Company on behalf of Newco, Pubco may elect for a Cash Exchange Payment determine to be provided in an elective Exchange necessary or advisable so that the Company is not treated as a “publicly traded partnership” under Section 7704 of the Code; provided, that the restrictions imposed pursuant to Section 2.01this sentence shall not apply to any Unrestricted Exchange. Subject Notwithstanding anything to Section 2.01(b) and 2.01(c)the contrary herein, no Exchange shall be permitted (and, if no Election Notice is given within such three (3) Business Day period, Newco, or the Company on behalf of Newcoattempted, shall be deemed not to have made an election for a Cash Exchange Payment to be provided void ab initio) if, in the good faith determination of the Company or of the Pubco, such an Exchange would 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 apply to prohibit a Block Transfer unless a change in applicable Exchange and shall be required to deliver Class A Common StockLaw after the date of the signing of the Purchase Agreement modifies the application or availability of Treasury Regulations Section 1.7704-1(e)(2).