Common use of Exchange Agent; Exchange Fund Clause in Contracts

Exchange Agent; Exchange Fund. Prior to the Merger Effective Time, the Company shall enter into an agreement with an entity designated by the Company and reasonably acceptable to Contributor to act as agent for the holders of Parent Common Stock in connection with the Merger (the “Exchange Agent”) and to receive the Merger Consideration and all cash payable pursuant to this Article II. On or prior to the Closing Date and prior to the filing of the Certificate of Merger, the Company shall deposit, or cause to be deposited, with the Exchange Agent, for the benefit of the holders of shares of Parent Common Stock issued and outstanding immediately prior to the Merger Effective Time, for exchange in accordance with this Article II through the Exchange Agent, (i) the number of shares of Company Common Stock issuable to such holders and (ii) sufficient cash to make payments in lieu of fractional shares pursuant to Section 2.6(g). In addition, the Company shall deposit, or cause to be deposited, with the Exchange Agent, as necessary from time to time after the Merger Effective Time, cash sufficient to pay any dividends and other distributions pursuant to Section 2.7(g), if any. The Exchange Agent shall, pursuant to irrevocable instructions, deliver the Merger Consideration contemplated to be issued in exchange for shares of Parent Common Stock pursuant to this Agreement out of the Exchange Fund. Except as contemplated by Section 2.6, this Section 2.7(a) and Section 2.7(g), the Exchange Fund shall not be used for any other purpose. The Surviving Corporation shall pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of shares of Parent Common Stock for the Merger Consideration and the payment of cash in lieu of fractional shares. Any interest or other income resulting from investment of the cash portion of the Exchange Fund shall become part of the Exchange Fund.

Exchange Agent; Exchange Fund. Prior to the Merger Effective Time, the Company Parent shall enter into an agreement with an entity designated by Parent’s or the Company and reasonably acceptable to Contributor Company’s transfer agent to act as agent for the holders of Parent Company Common Stock in connection with the Merger (the “Exchange Agent”) and to receive the Merger Consideration and all cash payable sufficient to pay cash in lieu of fractional shares pursuant to Section 3.4(h) to which such holders shall become entitled pursuant to this Article IIIII. On At or prior to the Closing Date and prior to the filing of the Certificate of MergerEffective Time, the Company Parent shall deposit, or cause to be deposited, with the Exchange Agent, for the benefit of the holders of Eligible Shares, for issuance in accordance with this Article III through the Exchange Agent, the number of shares of Parent Common Stock issued and outstanding immediately prior issuable in respect of Eligible Shares pursuant to the Merger Effective Time, for exchange in accordance with this Article II through Section 3.1. Parent agrees to make available to the Exchange Agent, (i) the number of shares of Company Common Stock issuable to such holders and (ii) sufficient cash to make payments in lieu of fractional shares pursuant to Section 2.6(g). In addition, the Company shall deposit, or cause to be deposited, with the Exchange Agent, as necessary from time to time after the Merger Effective Timeas needed, cash sufficient to pay any dividends and other distributions pursuant to Section 2.7(g3.4(g) and to make payments in lieu of fractional shares pursuant to Section 3.4(h), if any. The Exchange Agent shall, pursuant to irrevocable instructions, deliver the Merger Consideration contemplated to be issued in exchange for shares of Parent Common Stock Eligible Shares pursuant to this Agreement out of the Exchange Fund. Except as contemplated by Section 2.6, this Section 2.7(a3.4(a), Section 3.4(g) and Section 2.7(g3.4(h), the Exchange Fund shall not be used for any other purpose. The Any cash and shares of Parent Common Stock deposited with the Exchange Agent (including as payment for fractional shares in accordance with Section 3.4(h) and any dividends or other distributions in accordance with Section 3.4(g)) shall hereinafter be referred to as the “Exchange Fund.” Parent or the Surviving Corporation shall pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of shares Eligible Shares pursuant to this Agreement. The cash portion of the Exchange Fund may be invested by the Exchange Agent as reasonably directed by Xxxxxx. To the extent, for any reason, the amount in the Exchange Fund is below that required to make prompt payment of the aggregate cash payments contemplated by this Article III, Parent Common Stock shall promptly replace, restore or supplement the cash in the Exchange Fund so as to ensure that the Exchange Fund is at all times maintained at a level sufficient for the Merger Consideration and Exchange Agent to make the payment of the aggregate cash in lieu of fractional sharespayments contemplated by this Article III. Any interest or other income resulting from investment of the cash portion of the Exchange Fund shall become part of the Exchange Fund, and any amounts in excess of the amounts payable hereunder shall, at the discretion of Parent, be promptly returned to Parent or the Surviving Corporation.

Exchange Agent; Exchange Fund. Prior to the Merger Effective Time, the Company Parent shall enter into an agreement with an entity designated by the Company and select a bank or trust company reasonably acceptable to Contributor the Company to act as exchange agent for the holders of Parent Common Stock in connection with the Merger (the “Exchange Agent”) and to receive the Merger Consideration and all cash payable pursuant to this Article II). On or prior to the Closing Date and prior to the filing of the Certificate of Merger, the Company Parent shall deposit, or cause to be deposited, with the Exchange Agent, for the benefit of the holders of shares of Parent Common Stock issued and outstanding immediately prior to the Merger Effective TimeEligible Shares, for exchange payment in accordance with this Article II III through the Exchange Agent, (i) evidence of Parent Common Shares issuable pursuant to Section 3.1 in book-entry form equal to the number of shares of Company Common Stock issuable to such holders aggregate Per Share Merger Consideration (excluding any Fractional Share Consideration), and (ii) sufficient cash to make payments in lieu of fractional shares pursuant to Section 2.6(g). In addition, the Company shall deposit, or cause to be deposited, with the Exchange Agent, as necessary from time to time after the Merger Effective Time, cash immediately available funds in an amount sufficient to pay the Fractional Share Consideration (such evidence of book-entry Parent Common Shares and cash amounts, together with any dividends and or other distributions pursuant to Section 2.7(gwith respect thereto, the “Exchange Fund”), if any. The Exchange Agent shall, pursuant to irrevocable instructions, deliver the Per Share Merger Consideration contemplated to be issued in exchange for shares of Parent Common Stock payable pursuant to this Agreement Section 3.1 out of the Exchange Fund. Except as contemplated by Section 2.6, this Section 2.7(a) and Section 2.7(g), the The Exchange Fund shall not be used for any other purpose. The Parent or the Surviving Corporation shall pay all charges and expenses, including those expenses of the Exchange Agent, in connection with the exchange of shares of Parent Common Stock Eligible Shares for the Per Share Merger Consideration and pursuant to this Agreement. To the extent, for any reason, the amount in the Exchange Fund is below that required to make prompt payment of the aggregate cash payments contemplated by this Article III, Parent shall promptly replace, restore or supplement the cash in the Exchange Fund so as to ensure that the Exchange Fund is at all times maintained at a level sufficient for the Exchange Agent to make the payment of the aggregate cash in lieu of fractional sharespayments contemplated by this Article III. Any interest or other income resulting from investment of the cash portion of the Exchange Fund shall may become part of the Exchange Fund, and any cash amounts in excess of the cash amounts payable under this Article III may, at the discretion of Parent, be promptly returned to Parent or the Surviving Corporation.

Exchange Agent; Exchange Fund. Prior to the Company Merger Effective Time, the Company Ohm shall enter into an agreement with an entity designated by the Company and reasonably a commercial bank, trust company or transfer agent that is mutually acceptable to Contributor Firefly and Ohm to act as agent for the holders of Parent Firefly Common Stock in connection with the Company Merger (the “Exchange Agent”) and to receive the Merger Consideration and all cash payable to which such holders shall become entitled pursuant to this Article IIIII. On or prior to the Closing Date and prior to the filing of the Certificate of Merger, Promptly after the Company Merger Effective Time, Ohm shall deposit, or cause to be deposited, with the Exchange Agent, for the benefit of the holders of shares of Parent Common Stock issued and outstanding immediately prior to the Merger Effective TimeEligible Shares, for exchange issuance in accordance with this Article II III through the Exchange Agent, (i) the number Merger Consideration in respect of shares of Company Common Stock issuable Eligible Shares pursuant to such holders Section 3.1. Ohm agrees to make available to the Exchange Agent, from time to time as needed, cash sufficient to pay any Post-Effective Time Dividends and (ii) sufficient cash to make payments in lieu of fractional shares pursuant to Section 2.6(g3.4(h). In addition, the Company shall deposit, or cause to be deposited, with the Exchange Agent, as necessary from time to time after the Merger Effective Time, cash sufficient to pay any dividends and other distributions pursuant to Section 2.7(g), if any. The Exchange Agent shall, pursuant to irrevocable instructions, deliver the Merger Consideration contemplated to be issued in exchange for shares of Parent Common Stock Eligible Shares pursuant to this Agreement out of the Exchange Fund. Except as contemplated by Section 2.6, this Section 2.7(a3.4(a), Section 3.4(g) and Section 2.7(g3.4(h), the Exchange Fund shall not be used for any other purpose. The Any cash and shares of Ohm Common Stock deposited with the Exchange Agent (including as payment for fractional shares in accordance with Section 3.4(h) and any Post-Effective Time Dividends) shall hereinafter be referred to as the “Exchange Fund.” Ohm or the Surviving Corporation shall pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of shares Eligible Shares pursuant to this Agreement. The cash portion of Parent Common Stock the Exchange Fund may be invested by the Exchange Agent as reasonably directed by Ohm. To the extent, for any reason, the amount in the Exchange Fund is below that required to make prompt payment of the aggregate cash payments contemplated by this Article III, Ohm shall promptly replace, restore or supplement (or cause to be replaced, restored or supplemented) the cash in the Exchange Fund so as to ensure that the Exchange Fund is at all times maintained at a level sufficient for the Merger Consideration and Exchange Agent to make the payment of the aggregate cash in lieu of fractional sharespayments contemplated by this Article III. Any interest or other income resulting from investment of the cash portion of the Exchange Fund shall become part of the Exchange Fund, and any amounts in excess of the amounts payable hereunder shall, at the discretion of Ohm, be promptly returned to Ohm or the Surviving Corporation.

Exchange Agent; Exchange Fund. Prior to the Merger Effective Time, the Company Parent shall enter into an agreement with an entity designated by Parent’s or the Company and reasonably acceptable to Contributor Company’s transfer agent to act as agent for the holders of Parent Company Common Stock in connection with the Merger (the “Exchange Agent”) and to receive the Merger Consideration and all cash payable sufficient to pay cash in lieu of fractional shares pursuant to Section 3.3(h) to which such holders shall become entitled pursuant to this Article IIIII. On At or prior to the Closing Date and prior to the filing of the Certificate of MergerEffective Time, the Company Parent shall deposit, or cause to be deposited, with the Exchange Agent, for the benefit of the holders of Eligible Shares, for issuance in accordance with this Article III through the Exchange Agent, the number of shares of Parent Common Stock issued and outstanding immediately prior issuable in respect of Eligible Shares pursuant to the Merger Effective Time, for exchange in accordance with this Article II through Section 3.1. Parent agrees to make available to the Exchange Agent, (i) the number of shares of Company Common Stock issuable to such holders and (ii) sufficient cash to make payments in lieu of fractional shares pursuant to Section 2.6(g). In addition, the Company shall deposit, or cause to be deposited, with the Exchange Agent, as necessary from time to time after the Merger Effective Timeas needed, cash sufficient to pay any dividends and other distributions pursuant to Section 2.7(g3.3(g) and to make payments in lieu of fractional shares pursuant to Section 3.3(h), if any. The Exchange Agent shall, pursuant to irrevocable instructions, deliver the Merger Consideration contemplated to be issued in exchange for shares of Parent Common Stock Eligible Shares pursuant to this Agreement out of the Exchange Fund. Except as contemplated by Section 2.6, this Section 2.7(a3.3(a), Section 3.3(g) and Section 2.7(g3.3(h), the Exchange Fund shall not be used for any other purpose. The Any cash and shares of Parent Common Stock deposited with the Exchange Agent (including as payment for fractional shares in accordance with Section 3.3(h) and any dividends or other distributions in accordance with Section 3.3(g)) shall hereinafter be referred to as the “Exchange Fund.” Parent or the Surviving Corporation shall pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of shares Eligible Shares pursuant to this Agreement. The cash portion of the Exchange Fund may be invested by the Exchange Agent as reasonably directed by Xxxxxx. To the extent, for any reason, the amount in the Exchange Fund is below that required to make prompt payment of the aggregate cash payments contemplated by this Article III, Parent Common Stock shall promptly replace, restore or supplement the cash in the Exchange Fund so as to ensure that the Exchange Fund is at all times maintained at a level sufficient for the Merger Consideration and Exchange Agent to make the payment of the aggregate cash in lieu of fractional sharespayments contemplated by this Article III. Any interest or other income resulting from investment of the cash portion of the Exchange Fund shall become part of the Exchange Fund, and any amounts in excess of the amounts payable hereunder shall, at the discretion of Parent, be promptly returned to Parent or the Surviving Corporation.

Exchange Agent; Exchange Fund. Prior to the Merger Effective TimeElection Form Mailing Date, the Company Parent shall enter into into, or cause Merger Sub 1 to enter into, an agreement with an entity designated by the Company’s transfer agent, or another firm reasonably acceptable to the Company and reasonably acceptable to Contributor Parent, to act as agent for the holders of Parent Company Common Stock in connection with the Merger (the “Exchange Agent”) for purpose of receiving and to receive the Merger Consideration holding their Elections, Certificates and all cash payable pursuant to this Article IIBook-Entry Shares. On or prior to the Closing Date and prior to the filing of the Certificate of MergerEffective Time, the Company Parent shall deposit, or cause to be deposited, with the Exchange Agent, for the benefit of the former holders of shares of Company Common Stock, for distribution in accordance with this Article III through the Exchange Agent, an amount in cash and a number of shares of Parent Common Stock issued constituting at least the amounts necessary to satisfy the payment of the Merger Consideration and payment of cash in lieu of fractional shares to the holders of Company Common Stock outstanding immediately prior to the Merger Effective Time, for exchange in accordance with Time pursuant to this Article II through III. Parent agrees to make available to the Exchange Agent, (i) the number of shares of Company Common Stock issuable to such holders and (ii) sufficient cash to make payments in lieu of fractional shares pursuant to Section 2.6(g). In addition, the Company shall deposit, or cause to be deposited, with the Exchange Agent, as necessary from time to time after the Merger Effective Timeas needed, cash sufficient to pay any dividends and other distributions pursuant to Section 2.7(g3.5(g) and to make payments in lieu of fractional shares pursuant to Section 3.5(h), if any. The Exchange Agent shall, pursuant to irrevocable instructions, deliver the Merger Consideration contemplated to be issued in exchange for shares of Parent Company Common Stock pursuant to this Agreement out of the Exchange FundFund to the holders of Company Common Stock (after taking into account all Company Common Stock then held by such holder and the Election(s) made with respect to such shares of Company Common Stock by such holder). Except as contemplated by Section 2.6, this Section 2.7(a3.5(a) and Section 2.7(gSections 3.5(g) and 3.5(h), the Exchange Fund shall not be used for any other purpose. Any cash and shares of Parent Common Stock deposited with the Exchange Agent (including as payment for fractional shares in accordance with Section 3.5(h) and any dividends or other distributions in accordance with Section 3.5(g)) shall hereinafter be referred to as the “Exchange Fund.” The Surviving Corporation shall pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of shares of Parent Common Stock for the Merger Consideration and the payment of cash in lieu of fractional sharesConsideration. Any interest or other income resulting from investment of the cash portion of the Exchange Fund shall become part of the Exchange Fund.

Exchange Agent; Exchange Fund. Prior to the Closing Date, Parent and Merger Effective Time, the Company Sub shall enter into an agreement with an entity designated by the Company and reasonably acceptable to Contributor Company’s transfer agent to act as agent for the holders of Parent Company Common Stock in connection with the Merger (the “Exchange Agent”) and to receive the Merger Consideration including cash sufficient to pay any Contingent Cash Purchase Price pursuant to Section 3.1(d), cash in lieu of fractional shares pursuant to Section 3.3(h) and all cash payable any dividends or other distributions pursuant to Section 3.3(g), to which such holders shall become entitled pursuant to this Article IIIII. On or prior to the Closing Date and prior to the filing of the Certificate of MergerEffective Time, the Company Parent or Merger Sub shall deposit, or cause to be deposited, with the Exchange Agent, for the benefit of the holders of shares of Company Common Stock for issuance in accordance with this Article III through the Exchange Agent, the cash (solely as it relates to payments in lieu of fractional shares) and number of shares of Parent Common Stock issued and issuable to the holders of Company Common Stock outstanding immediately prior to the Merger Effective Time, for exchange in accordance Time pursuant to Section 3.1. Parent agrees to deposit with this Article II through the Exchange Agent, (ifrom time to time as needed, cash sufficient to pay any Contingent Cash Purchase Price pursuant to Section 3.1(d), any dividends and other distributions pursuant to Section 3.3(g) the number of shares of Company Common Stock issuable to such holders and (ii) sufficient cash to make any cash payments in lieu of fractional shares pursuant to Section 2.6(g)3.3(h) and, in the event there are insufficient funds to make the payments contemplated by this Article III, additional cash in an amount which is equal to the deficiency in an amount required to make such payments in full. In addition, the Company Parent shall deposit, or cause to be deposited, with instruct the Exchange Agent, as necessary from time to time after the Merger Effective Time, cash sufficient to pay any dividends and other distributions pursuant to Section 2.7(g), if any. The Exchange Agent shallto, pursuant to irrevocable instructions, deliver the Merger Consideration contemplated to be issued in exchange for shares of Parent Company Common Stock pursuant to this Agreement out of the Exchange Fund. Except as contemplated by Section 2.63.1(d), this Section 2.7(a3.3(a), Section 3.3(g) and Section 2.7(g3.3(h), the Exchange Fund shall not be used for any other purpose. Any cash and shares of Parent Common Stock deposited with the Exchange Agent (including as payment for any Contingent Cash Purchase Price in accordance with Section 3.1(d), fractional shares in accordance with Section 3.3(h) and any dividends or other distributions in accordance with Section 3.3(g)) shall be referred to herein as the “Exchange Fund.” The Surviving Corporation Company shall pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of shares of Parent Company Common Stock for the Merger Consideration Consideration, including the Contingent Cash Purchase Price, and the payment of cash in lieu of fractional shares. Any interest or other income resulting from investment of the cash portion of the Exchange Fund shall become part of the Exchange Fund.

Exchange Agent; Exchange Fund. Prior to the Merger Effective Time, the Company Parent shall enter into an agreement with an entity designated by Parent’s or the Company and reasonably acceptable to Contributor Company’s transfer agent to act as agent for the holders of Parent Company Common Stock in connection with the Merger (the “Exchange Agent”) and to receive the Merger Consideration and all cash payable sufficient to pay cash in lieu of fractional shares, pursuant to Section 3.3(h) to which such holders shall become entitled pursuant to this Article IIIII. On or prior to Promptly after the Closing Date and prior to the filing of the Certificate of MergerEffective Time, the Company Parent shall deposit, or cause to be deposited, with the Exchange Agent, for the benefit of the holders of Eligible Shares, for issuance in accordance with this Article III through the Exchange Agent, the number of shares of Parent Common Stock issued and outstanding immediately prior issuable in respect of Eligible Shares pursuant to the Merger Effective Time, for exchange in accordance with this Article II through Section 3.1. Parent agrees to make available to the Exchange Agent, (i) the number of shares of Company Common Stock issuable to such holders and (ii) sufficient cash to make payments in lieu of fractional shares pursuant to Section 2.6(g). In addition, the Company shall deposit, or cause to be deposited, with the Exchange Agent, as necessary from time to time after the Merger Effective Timeas needed, cash sufficient to pay any dividends and other distributions pursuant to Section 2.7(g3.3(g) and to make payments in lieu of fractional shares pursuant to Section 3.3(h), if any. The Exchange Agent shall, pursuant to irrevocable instructions, deliver the Merger Consideration contemplated to be issued in exchange for shares of Parent Common Stock Eligible Shares pursuant to this Agreement out of the Exchange Fund. Except as contemplated by Section 2.6, this Section 2.7(a3.3(a) and Section 2.7(gSections 3.3(g) and 3.3(h), the Exchange Fund shall not be used for any other purpose. The Any cash and shares of Parent Common Stock deposited with the Exchange Agent (including as payment for fractional shares in accordance with Section 3.3(h) and any dividends or other distributions in accordance with Section 3.3(g)) shall hereinafter be referred to as the “Exchange Fund.” Parent or the Surviving Corporation shall pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of shares Eligible Shares pursuant to this Agreement. The cash portion of the Exchange Fund may be invested by the Exchange Agent as reasonably directed by Parent. To the extent, for any reason, the amount in the Exchange Fund is below that required to make prompt payment of the aggregate cash payments contemplated by this Article III, Parent Common Stock shall promptly replace, restore or supplement the cash in the Exchange Fund so as to ensure that the Exchange Fund is at all times maintained at a level sufficient for the Merger Consideration and Exchange Agent to make the payment of the aggregate cash in lieu of fractional sharespayments contemplated by this Article III. Any interest or other income resulting from investment of the cash portion of the Exchange Fund shall become part of the Exchange Fund, and any amounts in excess of the amounts payable hereunder shall, at the discretion of Parent, be promptly returned to Parent or the Surviving Corporation.

Exchange Agent; Exchange Fund. Prior to the Merger Effective Time, the Company Parent shall enter into an agreement with an entity designated by the Company Parent and reasonably acceptable to Contributor the Company to act as agent for the holders of Parent Company Common Stock in connection with the Merger (the “Exchange Agent”) and to receive the Merger Consideration and all cash payable pursuant to this Article IIIII. On or prior to the Closing Date and prior to the filing of the Certificate of Merger, the Company Parent shall deposit, or cause to be deposited, with the Exchange Agent, for the benefit of the holders of shares of Parent Company Common Stock issued and outstanding immediately prior to the Merger Effective Time, for exchange in accordance with this Article II III through the Exchange Agent, (i) the number of shares of Company Parent Common Stock issuable to such holders and (ii) sufficient cash to make delivery of the Cash Portion to such holders and to make payments in lieu of fractional shares pursuant to Section 2.6(g3.3(h). In addition, the Company Parent shall deposit, or cause to be deposited, with the Exchange Agent, as necessary from time to time after the Merger Effective Time, cash sufficient to pay any dividends and other distributions pursuant to Section 2.7(g3.3(g), if any. The Exchange Agent shall, pursuant to irrevocable instructions, deliver the Merger Consideration contemplated to be issued in exchange for shares of Parent Company Common Stock pursuant to this Agreement out of the Exchange Fund. Except as contemplated by Section 2.6, this Section 2.7(a3.3(a), Section 3.3(g) and Section 2.7(g3.3(h), the Exchange Fund shall not be used for any other purpose. The Surviving Corporation Entity shall pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of shares of Parent Company Common Stock for the Merger Consideration and the payment of cash in lieu of fractional sharesConsideration. Any interest or other income resulting from investment of the cash portion of the Exchange Fund shall become part of the Exchange Fund.

Exchange Agent; Exchange Fund. Prior to the Merger Effective TimeClosing, the Company Parent shall enter into an agreement with an entity designated by Parent’s or the Company and reasonably acceptable to Contributor Company’s transfer agent to act as agent for the holders of Parent Company Common Stock in connection with the First Merger (the “Exchange Agent”) and to receive the Merger Consideration and all cash payable pursuant to this Article IIIII. On or prior to the Closing Date and prior to the filing of the Certificate of First Merger, the Company Parent shall deposit, or cause to be deposited, with the Exchange Agent, for the benefit of the holders of shares of Parent Common Stock issued and outstanding immediately prior to the Merger Effective TimeEligible Shares, for exchange issuance in accordance with this Article II III through the Exchange Agent, (i) the number of shares of Company Parent Common Stock issuable in respect of Eligible Shares pursuant to such holders Section 3.1 and (ii) sufficient cash to (A) make delivery of the Cash Consideration in respect of Eligible Shares pursuant to Section 3.1 and (B) make payments in lieu of fractional shares pursuant to Section 2.6(g3.4(h). In addition, the Company shall deposit, or cause Parent agrees to be deposited, with make available to the Exchange Agent, as necessary from time to time after the Merger Effective Timeas needed, cash sufficient to pay any dividends and other distributions pursuant to Section 2.7(g3.4(g), if any. The Exchange Agent shall, pursuant to irrevocable instructions, deliver the Merger Consideration contemplated to be issued in exchange for shares of Parent Common Stock Eligible Shares pursuant to this Agreement out of the Exchange Fund. Except as contemplated by Section 2.6, this Section 2.7(a3.4(a), Section 3.4(g) and Section 2.7(g3.4(h), the Exchange Fund shall not be used for any other purpose. The Any cash and shares of Parent Common Stock deposited with the Exchange Agent (including as payment for fractional shares in accordance with Section 3.4(h) and any dividends or other distributions in accordance with Section 3.4(g)) shall hereinafter be referred to as the “Exchange Fund.” Parent or the Surviving Corporation Company shall pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of shares Eligible Shares pursuant to this Agreement. The cash portion of the Exchange Fund may be invested by the Exchange Agent as reasonably directed by Parent. To the extent, for any reason, the amount in the Exchange Fund is below that required to make prompt payment of the aggregate cash payments contemplated by this Article III, Parent Common Stock shall promptly replace, restore or supplement the cash in the Exchange Fund so as to ensure that the Exchange Fund is at all times maintained at a level sufficient for the Merger Consideration and Exchange Agent to make the payment of the aggregate cash in lieu of fractional sharespayments contemplated by this Article III. Any interest or other income resulting from investment of the cash portion of the Exchange Fund shall become part of the Exchange Fund, and any amounts in excess of the amounts payable hereunder shall, at the discretion of Parent, be promptly returned to Parent or the Surviving Company.

Exchange Agent; Exchange Fund. Prior to the Merger Effective Time, the Company Parent, Parent Manager and Merger Sub shall enter into an agreement with an entity designated by the Company and reasonably acceptable to Contributor Company’s transfer agent to act as agent for the holders of Parent Company Common Stock in connection with the Merger (the “Exchange Agent”) and to receive the Merger Consideration Consideration, including the Per Share Additional Manager Consideration, and all cash payable sufficient to pay cash in lieu of fractional shares pursuant to Section 3.3(h) and any dividends or other distributions pursuant to Section 3.3(g), to which such holders shall become entitled pursuant to this Article IIIII. On or prior to the Closing Date and prior to the filing of the Certificate of MergerEffective Time, the Company (i) Parent or Merger Sub shall deposit, or cause to be deposited, with the Exchange Agent, for the benefit of the holders of shares of Company Common Stock, for issuance in accordance with this Article III through the Exchange Agent, the number of shares of Parent Common Stock issued and issuable to the holders of Company Common Stock outstanding immediately prior to the Merger Effective Time, for exchange in accordance with this Article II through the Exchange Agent, (i) the number of shares of Company Common Stock issuable Time pursuant to such holders Section 3.1 and (ii) sufficient cash to make payments in lieu of fractional shares pursuant to Section 2.6(g). In addition, the Company Parent Manager (acting solely on its own behalf) shall deposit, or cause to be deposited, with the Exchange Agent, as necessary for the benefit of the holders of shares of Company Common Stock, for issuance in accordance with this Article III through the Exchange Agent, an aggregate amount of cash sufficient to pay the Per Share Additional Manager Consideration. Parent agrees to deposit with the Exchange Agent, from time to time after the Merger Effective Timeas needed, cash sufficient to pay any dividends and other distributions pursuant to Section 2.7(g3.3(g) and to make payments in lieu of fractional shares pursuant to Section 3.3(h), if anyand Parent Manager (acting solely on its own behalf) agrees to deposit with the Exchange Agent, from time to time as needed, cash sufficient to pay the Per Share Additional Manager Consideration. The Exchange Agent shall, pursuant to irrevocable instructions, deliver the Merger Consideration contemplated to be issued in exchange for shares of Parent Company Common Stock pursuant to this Agreement out of the Exchange FundFund (as hereinafter defined). Except as contemplated by Section 2.6, this Section 2.7(a3.3(a) and Section 2.7(gSections 3.3(g) and 3.3(h), the Exchange Fund shall not be used for any other purpose. Any cash and shares of Parent Common Stock deposited with the Exchange Agent (including any cash payment for fractional shares in accordance with Section 3.3(h) and any dividends or other distributions in accordance with Section 3.3(g)) shall hereinafter be referred to as the “Exchange Fund.” The Surviving Corporation Company shall pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of shares of Parent Company Common Stock for the Merger Consideration and the payment of cash in lieu of fractional shares. Any interest or other income resulting from investment of the cash portion of the Exchange Fund shall become part of the Exchange Fund.

Exchange Agent; Exchange Fund. Prior to the Merger Effective Time, the Company shall enter into an agreement with an entity designated by the Company and reasonably acceptable to Contributor to act as agent for the holders of Parent Common Stock in connection with the Merger (the “Exchange Agent”) and to receive the Merger Consideration and all other cash payable pursuant to this Article II. On or prior to the Closing Date and prior to the filing of the Certificate of Merger, the Company shall deposit, or cause to be deposited, with the Exchange Agent, for the benefit of the holders of shares of Parent Common Stock issued and outstanding immediately prior to the Merger Effective Time, for exchange in accordance with this Article II through the Exchange Agent, (i) the number of shares of Company Common Stock issuable to such holders and as Merger Consideration, (ii) the amount of cash payable to such holders as Merger Consideration, if any, and (iii) without duplication of the foregoing, sufficient cash to make payments in lieu of fractional shares pursuant to Section 2.6(g). In addition, the Company shall deposit, or cause to be deposited, with the Exchange Agent, as necessary from time to time after the Merger Effective Time, cash sufficient to pay any dividends and other distributions pursuant to Section 2.7(g), if any. The Exchange Agent shall, pursuant to irrevocable instructions, deliver the Merger Consideration contemplated to be issued or paid, as applicable, in exchange for shares of Parent Common Stock pursuant to this Agreement out of the Exchange Fund. Except as contemplated by Section 2.6, this Section 2.7(a) and Section 2.7(g), the Exchange Fund shall not be used for any other purpose. The Surviving Corporation shall pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of shares of Parent Common Stock for the Merger Consideration and the payment of cash in lieu of fractional shares. Any interest or other income resulting from investment of the cash portion of the Exchange Fund shall become part of the Exchange Fund.

Exchange Agent; Exchange Fund. Prior to the Merger Effective Time, the Company Parent shall enter into an agreement with an entity designated by a commercial bank, trust company or transfer agent that is mutually acceptable to the Company and reasonably acceptable to Contributor Parent to act as agent for the holders of Parent Company Common Stock in connection with the Merger (the “Exchange Agent”) and to receive the Merger Consideration and all cash payable to which such holders shall become entitled pursuant to this Article IIIII. On or prior to Promptly after the Closing Date and prior to the filing of the Certificate of MergerEffective Time, the Company Parent shall deposit, or cause to be deposited, with the Exchange Agent, for the benefit of the holders of Eligible Shares, for issuance in accordance with this Article III through the Exchange Agent, the number of shares of Parent Common Stock issued and outstanding immediately prior issuable to the Merger Effective Time, for exchange in accordance with this Article II through respect of Eligible Shares pursuant to Section 3.1. Parent agrees to make available to the Exchange Agent, (i) the number of shares of Company Common Stock issuable from time to such holders time as needed, cash sufficient to pay any Post-Effective Time Dividends and (ii) sufficient cash to make payments in lieu of fractional shares pursuant to Section 2.6(g3.3(h). In addition, the Company shall deposit, or cause to be deposited, with the Exchange Agent, as necessary from time to time after the Merger Effective Time, cash sufficient to pay any dividends and other distributions pursuant to Section 2.7(g), if any. The Exchange Agent shall, pursuant to irrevocable instructions, deliver the Merger Consideration contemplated to be issued in exchange for shares of Parent Common Stock Eligible Shares pursuant to this Agreement out of the Exchange Fund. Except as contemplated by Section 2.6, this Section 2.7(a3.3(a), Section 3.3(g) and Section 2.7(g3.3(h), the Exchange Fund shall not be used for any other purpose. The Any cash and shares of Parent Common Stock deposited with the Exchange Agent (including as payment for fractional shares in accordance with Section 3.3(h) and any Post-Effective Time Dividends) shall hereinafter be referred to as the “Exchange Fund.” Parent or the Surviving Corporation shall pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of shares Eligible Shares pursuant to this Agreement. The cash portion of the Exchange Fund may be invested by the Exchange Agent as reasonably directed by Parent. To the extent, for any reason, the amount in the Exchange Fund is below that required to make prompt payment of the aggregate cash payments contemplated by this Article III, Parent Common Stock shall promptly replace, restore or supplement the cash in the Exchange Fund so as to ensure that the Exchange Fund is at all times maintained at a level sufficient for the Merger Consideration and Exchange Agent to make the payment of the aggregate cash in lieu of fractional sharespayments contemplated by this Article III. Any interest or other income resulting from investment of the cash portion of the Exchange Fund shall become part of the Exchange Fund, and any amounts in excess of the amounts payable hereunder shall, at the discretion of Parent, be promptly returned to Parent or the Surviving Corporation.

Exchange Agent; Exchange Fund. Prior to the Merger Effective TimeClosing, the Company Parent shall enter into an agreement (such agreement, the “Exchange Agency Agreement”) with an entity designated by Parent’s or the Company and reasonably acceptable to Contributor Company’s transfer agent to act as agent for the holders of Parent Company Common Stock and Company Preferred Stock in connection with the Merger Mergers (the “Exchange Agent”) and to receive the Merger Consideration and all cash payable pursuant to this Article II. On or prior to the Closing Date and prior to the filing of the First Step Statement of Merger and the First Step Certificate of Merger, the Company Parent shall deposit, or cause to be deposited, with the Exchange Agent, for the benefit of the holders of shares of Parent Common Stock issued and outstanding immediately prior to the Merger Effective TimeEligible Shares, for exchange distribution in accordance with this Article II through the Exchange Agent, (i) the number of shares of Company Common Stock Parent Shares issuable pursuant to such holders Section 2.1 and (ii) sufficient cash to make payments in lieu of fractional shares pursuant to Section 2.6(g2.4(f). In addition, the Company shall deposit, or cause to be deposited, with the Exchange Agent, as necessary from time to time after the Merger Effective Time, cash sufficient to pay any dividends and other distributions pursuant to Section 2.7(g), if any. The Exchange Agent shall, pursuant to irrevocable instructions, deliver the Merger Common Consideration contemplated to be issued in exchange for shares of Parent Common Stock Eligible Shares pursuant to this Agreement out of the Exchange Fund. Except as contemplated by Section 2.6, this Section 2.7(a2.4(a) and Section 2.7(g2.4(f), the Exchange Fund shall not be used for any other purpose. The Any cash and Parent Shares deposited with the Exchange Agent (including as payment for fractional shares in accordance with Section 2.4(f)) shall hereinafter be referred to as the “Exchange Fund.” Parent or the Surviving Corporation Company shall pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of shares Eligible Shares pursuant to this Agreement. The cash portion of the Exchange Fund may be invested by the Exchange Agent as reasonably directed by Xxxxxx. To the extent, for any reason, the amount in the Exchange Fund is below that required to make prompt payment of the aggregate cash payments contemplated by this Article II, Parent Common Stock shall promptly replace, restore or supplement (or cause to be replaced, restored or supplemented) the cash in the Exchange Fund so as to ensure that the Exchange Fund is at all times maintained at a level sufficient for the Merger Consideration and Exchange Agent to make the payment of the aggregate cash in lieu of fractional sharespayments contemplated by this Article II. Any interest or other income resulting from investment of the cash portion of the Exchange Fund shall become part of the Exchange Fund, and any amounts in excess of the amounts payable hereunder shall, at the discretion of Parent, be promptly returned to Parent or the Surviving Company.

Exchange Agent; Exchange Fund. Prior to the Merger Effective Time, the Company Parent shall enter into an agreement with an entity designated by the Company and reasonably acceptable to Contributor exchange agent to act as exchange agent for the holders of Parent Company Common Stock in connection with the Merger (the “Exchange Agent”) for the purpose of exchanging Certificates and to receive Book-Entry Shares for the Merger Consideration and all cash payable sufficient to pay cash in lieu of fractional shares, pursuant to Section 3.3(h), to which such holders shall become entitled pursuant to this Article IIIII. On or prior to Promptly after the Closing Date and prior to the filing of the Certificate of MergerEffective Time, the Company Parent shall deposit, or cause to be deposited, with the Exchange Agent, for the benefit of the holders of Eligible Shares, the number of shares of Parent Common Stock issued and outstanding immediately prior to the Merger Effective Time, for exchange issuable in accordance with this Article II through the Exchange Agent, (i) the number respect of shares of Company Common Stock issuable to such holders and (ii) sufficient cash to make payments in lieu of fractional shares Eligible Shares pursuant to Section 2.6(g)3.1. In addition, the Company shall Parent agrees to deposit, or cause to be deposited, with the Exchange Agent, as necessary from time to time after the Merger Effective Timeas needed, cash sufficient to pay any dividends and or other distributions pursuant to Section 2.7(g3.3(g) and to make payments in lieu of fractional shares pursuant to Section 3.3(h), if any. The Exchange Agent shall, pursuant to irrevocable instructions, deliver the Merger Consideration contemplated to be issued in exchange for shares of Parent Common Stock Eligible Shares pursuant to this Agreement out of the Exchange Fund. Except as contemplated by Section 2.6, this Section 2.7(a3.3(a) and Section 2.7(gSections 3.3(g) and 3.3(h), the Exchange Fund shall not be used for any other purpose. The Any cash and shares of Parent Common Stock deposited with the Exchange Agent (including as payment for fractional shares in accordance with Section 3.3(h) and any dividends or other distributions in accordance with Section 3.3(g)) shall hereinafter be referred to as the “Exchange Fund.” Parent or the Surviving Corporation shall pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of shares Eligible Shares pursuant to this Agreement. The cash portion of the Exchange Fund may be invested by the Exchange Agent as reasonably directed by Parent. To the extent, for any reason, the amount in the Exchange Fund is below that required to make prompt payment of the aggregate cash payments contemplated by this Article III, Parent Common Stock shall promptly replace, restore or supplement the cash in the Exchange Fund so as to ensure that the Exchange Fund is at all times maintained at a level sufficient for the Merger Consideration and Exchange Agent to make the payment of the aggregate cash in lieu of fractional sharespayments contemplated by this Article III. Any interest or other income resulting from investment of the cash portion of the Exchange Fund shall become part of the Exchange Fund, and any amounts in excess of the amounts payable hereunder shall, at the discretion of Parent, be promptly returned to Parent or the Surviving Corporation.

Exchange Agent; Exchange Fund. Prior to the Company Merger Effective Time, the Company Parent shall enter into an agreement with an entity designated by a commercial bank, trust company or transfer agent that is mutually acceptable to the Company and reasonably acceptable to Contributor Parent to act as agent for the holders of Parent Company Class A Common Stock in connection with the Company Merger (the “Exchange Agent”) and to receive the Merger Consideration and all cash payable to which such holders shall become entitled pursuant to this Article IIIII. On or prior Prior to the Closing Date and prior to the filing of the Certificate of MergerCompany Merger Effective Time, the Company Parent shall deposit, or cause to be deposited, with the Exchange Agent, for the benefit of the holders of shares of Parent Common Stock issued and outstanding immediately prior to the Merger Effective TimeEligible Shares, for exchange issuance in accordance with this Article II III through the Exchange Agent, (i) the number Merger Consideration in respect of shares of Company Common Stock issuable to such holders and (ii) sufficient cash to make payments in lieu of fractional shares Eligible Shares pursuant to Section 2.6(g)3.1. In addition, the Company Parent shall deposit, or cause to be deposited, with the Exchange Agent, as necessary from time to time after the Merger Effective Timeas needed, cash sufficient to pay any dividends Post-Effective Time Dividends and other distributions to make payments in lieu of fractional shares pursuant to Section 2.7(g3.4(h), if any. The Exchange Agent shall, pursuant to irrevocable instructions, deliver the Merger Consideration contemplated to be issued in exchange for shares of Parent Common Stock Eligible Shares pursuant to this Agreement out of the Exchange Fund. Except as contemplated by Section 2.6, this Section 2.7(a3.4(a), Section 3.4(g) and Section 2.7(g3.4(h), the Exchange Fund shall not be used for any other purpose. The Any cash and Parent Common Shares deposited with the Exchange Agent (including as payment for fractional shares in accordance with Section 3.4(h) and any Post-Effective Time Dividends) shall hereinafter be referred to as the “Exchange Fund.” Parent or the Surviving Corporation shall pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of shares Eligible Shares pursuant to this Agreement. The cash portion of the Exchange Fund may be invested by the Exchange Agent as reasonably directed by Pxxxxx. To the extent, for any reason, the amount in the Exchange Fund is below that required to make prompt payment of the aggregate cash payments contemplated by this Article III, Parent Common Stock shall promptly replace, restore or supplement (or cause to be replaced, restored or supplemented) the cash in the Exchange Fund so as to ensure that the Exchange Fund is at all times maintained at a level sufficient for the Merger Consideration and Exchange Agent to make the payment of the aggregate cash in lieu of fractional sharespayments contemplated by this Article III. Any interest or other income resulting from investment of the cash portion of the Exchange Fund shall become part of the Exchange Fund, and any amounts in excess of the amounts payable hereunder shall, at the discretion of Parent, be promptly returned to Parent or the Surviving Corporation.

Exchange Agent; Exchange Fund. Prior to the Merger Effective Time, the Company Parent shall enter into an agreement with an entity designated by the Company and reasonably acceptable to Contributor Company’s transfer agent to act as agent for the holders of Parent Company Common Stock in connection with the Merger (the “Exchange Agent”) and to receive the Merger Consideration and all cash payable sufficient to pay cash in lieu of fractional shares, pursuant to Section 3.3(h) to which such holders shall become entitled pursuant to this Article IIIII. On or prior to Promptly after the Closing Date and prior to the filing of the Certificate of MergerEffective Time, the Company Parent shall deposit, or cause to be deposited, with the Exchange Agent, for the benefit of the holders of Eligible Shares, for issuance in accordance with this Article III through the Exchange Agent, the number of shares of Parent Common Stock issued and outstanding immediately prior issuable to the Merger Effective Time, for exchange in accordance with this Article II through respect of Eligible Shares pursuant to Section 3.1. Parent agrees to make available to the Exchange Agent, (i) the number of shares of Company Common Stock issuable to such holders and (ii) sufficient cash to make payments in lieu of fractional shares pursuant to Section 2.6(g). In addition, the Company shall deposit, or cause to be deposited, with the Exchange Agent, as necessary from time to time after the Merger Effective Timeas needed, cash sufficient to pay any dividends and other distributions pursuant to Section 2.7(g3.3(g) and to make payments in lieu of fractional shares pursuant to Section 3.3(h), if any. The Exchange Agent shall, pursuant to irrevocable instructions, deliver the Merger Consideration contemplated to be issued in exchange for shares of Parent Common Stock Eligible Shares pursuant to this Agreement out of the Exchange Fund. Except as contemplated by Section 2.6, this Section 2.7(a3.3(a) and Section 2.7(gSections 3.3(g) and 3.3(h), the Exchange Fund shall not be used for any other purpose. The Any cash and shares of Parent Common Stock deposited with the Exchange Agent (including as payment for fractional shares in accordance with Section 3.3(h) and any dividends or other distributions in accordance with Section 3.3(g)) shall hereinafter be referred to as the “Exchange Fund.” Parent or the Surviving Corporation shall pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of shares Eligible Shares pursuant to this Agreement. The cash portion of the Exchange Fund may be invested by the Exchange Agent as reasonably directed by Parent. To the extent, for any reason, the amount in the Exchange Fund is below that required to make prompt payment of the aggregate cash payments contemplated by this Article III, Parent Common Stock shall promptly replace, restore or supplement the cash in the Exchange Fund so as to ensure that the Exchange Fund is at all times maintained at a level sufficient for the Merger Consideration and Exchange Agent to make the payment of the aggregate cash in lieu of fractional sharespayments contemplated by this Article III. Any interest or other income resulting from investment of the cash portion of the Exchange Fund shall become part of the Exchange Fund, and any amounts in excess of the amounts payable hereunder shall, at the discretion of Parent, be promptly returned to Parent or the Surviving Corporation.

Exchange Agent; Exchange Fund. Prior to the Merger Effective Time, Parent shall designate a bank or trust company reasonably satisfactory to the Company shall enter into an agreement with an entity designated by the Company and reasonably acceptable to Contributor to act as agent for the holders of Parent Common Stock in connection with the Merger (the “Exchange Agent”) and for the holders of Company Common Stock to receive the Merger Consideration and all cash payable to which holders of Company Common Stock shall become entitled pursuant to this Article IISection 2.4(a) or 2.4(d). On or prior to Promptly following the Closing Date and prior to the filing of the Certificate of MergerEffective Time, the Company Parent shall deposit, or cause to be deposited, deposit with the Exchange Agent, in trust for the benefit of the holders of shares of Parent Common Stock issued and outstanding immediately prior to the Merger Effective Time, for exchange in accordance with this Article II through the Exchange Agent, (i) the number of shares of Company Common Stock issuable to such holders and Stock, (iia) Parent Certificates representing sufficient cash to make payments in lieu of fractional shares pursuant to Section 2.6(g). In addition, the Company shall deposit, or cause to be deposited, with the Exchange Agent, as necessary from time to time after the Merger Effective Time, cash sufficient to pay any dividends and other distributions pursuant to Section 2.7(g), if any. The Exchange Agent shall, pursuant to irrevocable instructions, deliver the Merger Consideration contemplated to be issued in exchange for shares of Parent Common Stock to pay the Parent Stock Consideration with respect to all Stock Election Shares, Non-Election Shares and Stock Designated Shares and (b) sufficient cash or immediately available funds to pay the Cash Consideration with respect to all Cash Election Shares (less the number of Stock Designated Shares). Such shares of Parent Common Stock and such funds are referred to herein as the “Exchange Fund.” The Exchange Agent, pursuant to irrevocable instructions consistent with the terms of this Agreement Agreement, shall deliver the Parent Common Stock and the cash portion of the aggregate Merger Consideration to be issued or paid pursuant to Section 2.4(a) or 2.4(d) out of the Exchange Fund. Except as contemplated by Section 2.6, this Section 2.7(a) and Section 2.7(g), the Exchange Fund shall not be used for any other purposepurpose whatsoever. The Surviving Corporation Exchange Agent shall pay all charges and expenses, including those not be entitled to vote or exercise any rights of ownership with respect to the Exchange Agent, in connection with the exchange of shares of Parent Common Stock for the Merger Consideration and the payment of cash held by it from time to time hereunder. Such funds in lieu of fractional shares. Any interest or other income resulting from investment of the cash portion of the Exchange Fund shall become part be invested by the Exchange Agent as directed by the Surviving Corporation; provided, however, that such investments shall be in obligations of or guaranteed by the United States of America or of any agency thereof and backed by the full faith and credit of the United States of America, in commercial paper obligations rated A-1 or P-1 or better by Xxxxx’x Investors Services, Inc. or Standard & Poor’s Corporation, respectively, or in deposit accounts, certificates of deposit or banker’s acceptances of, repurchase or reverse repurchase agreements with, or Eurodollar time deposits purchased from, commercial banks with capital, surplus and undivided profits aggregating in excess of $100 million (based on the most recent financial statements of such bank which are then publicly available at the SEC or otherwise); provided, however, that no loss on any investment made pursuant to this Section 2.6 shall affect the Merger Consideration payable to the holders of Company Common Stock, and following any losses, Parent shall promptly provide additional funds to the Exchange FundAgent for the benefit of the holders of Company Common Stock in the amount of any such losses.

Exchange Agent; Exchange Fund. Prior to the Merger Effective Time, the Company Parent shall enter into an agreement with an entity designated by Parent’s or the Company’s transfer agent, or another firm reasonably acceptable to the Company and reasonably acceptable to Contributor Parent, to act as agent for the holders of Parent Company Common Stock in connection with the Merger (the “Exchange Agent”) and to receive the Merger Consideration and all cash payable sufficient to pay cash in lieu of fractional shares, pursuant to Section 3.3(h) to which such holders shall become entitled pursuant to this Article IIIII. On or prior to Promptly after the Closing Date and prior to the filing of the Certificate of MergerEffective Time, the Company Parent shall deposit, or cause to be deposited, with the Exchange Agent, for the benefit of the holders of Eligible Shares, for issuance in accordance with this Article III through the Exchange Agent, the number of shares of Parent Common Stock issued and outstanding immediately prior issuable in respect of Eligible Shares pursuant to the Merger Effective Time, for exchange in accordance with this Article II through Section 3.1. Parent agrees to make available to the Exchange Agent, (i) the number of shares of Company Common Stock issuable to such holders and (ii) sufficient cash to make payments in lieu of fractional shares pursuant to Section 2.6(g). In addition, the Company shall deposit, or cause to be deposited, with the Exchange Agent, as necessary from time to time after the Merger Effective Timeas needed, cash sufficient to pay any dividends and other distributions pursuant to Section 2.7(g3.3(g) and to make payments in lieu of fractional shares pursuant to Section 3.3(h), if any. The Exchange Agent shall, pursuant to irrevocable instructions, deliver the Merger Consideration contemplated to be issued in exchange for shares of Parent Common Stock Eligible Shares pursuant to this Agreement out of the Exchange Fund. Except as contemplated by Section 2.6, this Section 2.7(a3.3(a) and Section 2.7(gSections 3.3(g) and 3.3(h), the Exchange Fund shall not be used for any other purpose. Any cash and shares of Parent Common Stock deposited with the Exchange Agent (including as payment for fractional shares in accordance with Section 3.3(h) and any dividends or other distributions in accordance with Section 3.3(g)) shall hereinafter be referred to as the “Exchange Fund.” The Surviving Corporation shall pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of shares Eligible Shares pursuant to this Agreement. The cash portion of the Exchange Fund may be invested by the Exchange Agent as reasonably directed by Parent. To the extent, for any reason, the amount in the Exchange Fund is below that required to make prompt payment of the aggregate cash payments contemplated by this Article III, Parent Common Stock shall promptly replace, restore or supplement the cash in the Exchange Fund so as to ensure that the Exchange Fund is at all times maintained at a level sufficient for the Merger Consideration and Exchange Agent to make the payment of the aggregate cash in lieu of fractional sharespayments contemplated by this Article III. Any interest or other income resulting from investment of the cash portion of the Exchange Fund shall become part of the Exchange Fund, and any amounts in excess of the amounts payable hereunder shall, at the discretion of Parent, be promptly returned to Parent or the Surviving Corporation.

Exchange Agent; Exchange Fund. (a) Prior to the Merger Effective Time, Parent shall designate a bank or trust company or other Person (which may include the Company), subject to the approval of the Company shall enter into an agreement with an entity designated by the Company and reasonably acceptable (such approval not to Contributor be unreasonably withheld, delayed or conditioned), to act as paying and exchange agent (the "Exchange Agent") pursuant to a form of paying and exchange agent agreement reasonably satisfactory to the Company to be entered into between the Exchange Agent and Parent, for the holders purpose of Parent exchanging shares of Company Common Stock in connection with for the Merger (the “Exchange Agent”) and to receive portion of the Merger Consideration and all cash payable then due to the Company Shareholders pursuant to this Article IISection 2.4. On At or prior to the Closing Date and prior to the filing of the Certificate of MergerEffective Time, the Company Parent shall deposit, deposit or cause to be deposited, deposited with the Exchange Agent, in trust for the benefit of the holders of shares of Parent Common Stock issued and outstanding immediately prior to the Merger Effective Time, for exchange in accordance with this Article II through the Exchange AgentCompany Shareholders contemplated by Section 2.4(a)(ii), (i) an aggregate amount of cash sufficient to deliver the number portion of shares of Company Common Stock issuable the Aggregate Cash Consideration payable pursuant to such holders and Section 2.4(a)(ii)(A) (ii) sufficient together with, to the extent then determinable, any cash to make payments payable in lieu of fractional shares pursuant to Section 2.6(g2.4(c)) and (ii) an aggregate number of shares of Parent Common Stock sufficient to deliver the portion of the Aggregate Stock Consideration payable pursuant to pursuant to Section 2.4(a)(ii)(B). In addition, the Company Parent shall deposit, or cause to be deposited, with the Exchange Agent, as necessary from time to time after the Merger Effective Time, cash sufficient to pay (i) any dividends and or other distributions payable pursuant to Section 2.7(g), if any. The Exchange Agent shall, 2.3(e) and (ii) cash in lieu of any fractional shares payable pursuant to irrevocable instructions, deliver the Merger Consideration contemplated to be issued in exchange for Section 2.4(c). All shares of Parent Common Stock and cash, together with the amount of any such cash dividends and distributions deposited with the Exchange Agent pursuant to this Agreement out Section 2.3(a), shall hereinafter be referred to as the "Exchange Fund". (b) The Exchange Agent will deliver to the Surviving Corporation, upon the Surviving Corporation's demand, any portion of the Exchange FundFund (including any interest and other income received by the Exchange Agent in respect of all such funds) which remains undistributed to the former Company Shareholders upon expiration of the period ending one (1) year after the Effective Time. Except as contemplated by Section 2.6Thereafter, any former Company Shareholder who has not complied with this Section 2.7(a2.3 prior to such time, may look only to the Surviving Corporation for payment of his, her or its claim for Merger Consideration to which such holder may be entitled. (c) and Section 2.7(g)Notwithstanding any provision of this Agreement to the contrary, none of Parent, the Surviving Corporation or the Exchange Agent shall be liable to any Person for any amount properly paid from the Exchange Fund or delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. (d) Parent shall not be used for any other purpose. The Surviving Corporation shall pay all charges and expenses, including those of cause the Exchange AgentAgent to invest the Exchange Fund in a money market fund registered under the Investment Company Act of 1940, as amended, the principal of which is invested solely in connection obligations issued or guaranteed by the United States Government and repurchase agreements in respect of such obligations. Any interest and other income resulting from such investment shall be added to the Exchange Fund and distributed pursuant to the terms of this Agreement and the Escrow Agreement. (e) No dividends or other distributions with respect to Parent Common Stock with a record date after the exchange Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Parent Common Stock for the Merger Consideration issuable hereunder, and the payment of cash in lieu of fractional shares. Any interest or all such dividends and other income resulting from investment of the cash portion of distributions shall be paid by Parent to the Exchange Fund Agent and shall become part of be included in the Exchange Fund, in each case until the surrender of such Certificate (or affidavit of loss in lieu thereof) in accordance with this Agreement. Subject to applicable Laws, following surrender of any such Certificate (or affidavit of loss in lieu thereof) there shall be paid to the holder thereof, without interest and subject to any required Tax withholding, (i) the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such shares of Parent Common Stock to which such holder is entitled pursuant to this Agreement and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and with a payment date subsequent to such surrender payable with respect to such shares of Parent Common Stock.