Common use of Exchange Fund Clause in Contracts

Exchange Fund. Prior to the Effective Time, Parent or Merger Sub shall designate a bank or trust company reasonably acceptable to the Company to act as the exchange agent in connection with the Merger (the “Exchange Agent”). The Exchange Agent shall also act as the agent for the Company’s stockholders for the purpose of receiving and holding their Certificates and Book-Entry Shares and shall obtain no rights or interests in the shares represented thereby. At or immediately after the Effective Time, Parent or Merger Sub shall deposit, or cause to be deposited, with the Exchange Agent (i) evidence of Parent Stock issuable pursuant to Section 2.1(a) in book-entry form equal to the aggregate Parent Stock portion of the Merger Consideration (excluding any Fractional Share Consideration), and (ii) cash in immediately available funds in an amount sufficient to pay the aggregate cash portion of the Merger Consideration, Fractional Share Consideration, Option Consideration payable to holders who are not current or former employees of the Company or any Company Subsidiary (“Non-Employee Option Consideration”) and any dividends under Section 2.2(f) (such evidence of book-entry shares of Parent Stock and cash amounts, together with any dividends or other distributions with respect thereto, the “Exchange Fund”), in each case, for the sole benefit of the holders of shares of Company Common Stock and the persons entitled to receive the Non-Employee Option Consideration. In the event the Exchange Fund shall be insufficient to pay the aggregate Cash Consideration Portion, Fractional Share Consideration, Non-Employee Option Consideration and any dividends under Section 2.2(f), Parent shall, or shall cause Merger Sub to, promptly deposit additional funds with the Exchange Agent in an amount which is equal to the deficiency in the amount required to make such payment. Parent shall cause the Exchange Agent to make, and the Exchange Agent shall make, delivery of the Merger Consideration, including payment of the Fractional Share Consideration, Non-Employee Option Consideration and any amounts payable in respect of dividends or other distributions on shares of Parent Stock in accordance with

Exchange Fund. Prior to the Effective Time, Parent or Merger Sub shall designate a bank or trust company reasonably acceptable to the Company to act as the exchange agent in connection with the Merger (the “Exchange Agent”). The Exchange Agent shall also act as the agent for the Company’s stockholders Company Stockholders for the purpose of receiving and holding their Certificates and Book-Entry Shares and shall obtain no rights or interests in the shares represented thereby. At or immediately after the Effective Time, Parent or Merger Sub shall deposit, or cause to be deposited, with the Exchange Agent (i) evidence of Parent Common Stock issuable pursuant to Section 2.1(a) in book-entry form equal to the aggregate Parent Stock portion of the Merger Consideration (excluding any Fractional Share Consideration), ) payable pursuant to Section 3.1(a) and (ii) cash in immediately available funds in an amount sufficient to pay the aggregate cash portion of the Merger Consideration, Fractional Share ConsiderationConsideration in accordance with Section 3.5, Option Consideration payable to holders who are not current or former employees of the Company or any Company Subsidiary (“Non-Employee Option Consideration”) and any dividends or other distributions under Section 2.2(f3.2(f) (such evidence of book-entry shares of Parent Common Stock and cash amounts, together with any dividends or other distributions with respect thereto, the “Exchange Fund”), in each case, for the sole benefit of the holders of shares of Company Common Stock and the persons entitled to receive the Non-Employee Option ConsiderationStock. In the event the Exchange Fund shall be insufficient to pay the aggregate Cash Consideration Portion, Fractional Share Consideration, Non-Employee Option Consideration in accordance with Section 3.5 and any dividends or other distributions under Section 2.2(f3.2(f), Parent shallshall promptly deposit, or shall cause Merger Sub toto be deposited, promptly deposit additional funds with the Exchange Agent in an amount which that is equal to the deficiency in the amount shortfall that is required to make such payment. Parent shall cause the Exchange Agent to make, and the Exchange Agent shall make, delivery of the Merger Consideration, including payment of the Fractional Share ConsiderationConsideration in accordance with Section 3.5, Non-Employee Option Consideration and any amounts payable in respect of dividends or other distributions on shares of Parent Common Stock in accordance withwith Section 3.2(f), out of the Exchange Fund in accordance with this Agreement. The Exchange Fund shall not be used for any purpose that is not expressly provided for in this Agreement. The cash portion of the Exchange Fund shall be invested by the Exchange Agent as reasonably directed by Parent; provided, however, that any investment of such cash shall in all events be limited to direct short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the U.S. government, in commercial paper rated P-1 or A-1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, respectively, or in certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $10 billion (based on the most recent financial statements of such bank that are then publicly available), and that no such investment or loss thereon shall affect the amounts payable to holders of Certificates or Book-Entry Shares pursuant to this Article III. Any interest and other income resulting from such investments shall be paid to Parent.

Exchange Fund. Prior to the Effective Time, Parent or Merger Sub shall designate a bank or trust company reasonably acceptable to the Company to act as the exchange agent in connection with the Merger (the “Exchange Agent”). The Exchange Agent shall also act as the agent for the Company’s stockholders for the purpose of receiving and holding their Certificates certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the “Certificates”) and non-certificated shares of Company Common Stock represented by book-entry (“Book-Entry Shares Shares”) and shall obtain no rights or interests in the shares represented thereby. At or immediately after the Effective Time, Parent or Merger Sub shall deposit, or cause to be deposited, with the Exchange Agent (i) evidence of Parent Stock issuable pursuant to Section 2.1(a) in book-entry form equal to the aggregate Parent Stock portion of the Merger Consideration (excluding any Fractional Share Consideration), and (ii) cash in immediately available funds in an amount sufficient to pay the aggregate cash portion of the Merger Consideration, Fractional Share Consideration, Option Upfront Consideration payable to holders who are not current or former employees of the Company or any Company Subsidiary (“Non-Employee Option Consideration”) and any dividends under Section 2.2(f) (such evidence of book-entry shares of Parent Stock and cash amounts, together with any dividends or other distributions with respect thereto, the “Exchange Fund”), in each case, ) for the sole benefit of the holders of shares of Company Common Stock Stock. For the avoidance of doubt, Parent shall not be required to deposit any funds relate to any CVR with the Rights Agent unless and until such deposit is required pursuant to the persons entitled to receive terms of the Non-Employee Option ConsiderationCVR Agreement. In the event the Exchange Fund shall be insufficient to pay the aggregate Cash Consideration Portion, Fractional Share Upfront Consideration, Non-Employee Option Consideration and any dividends under Section 2.2(f), Parent shallshall promptly deposit, or shall cause Merger Sub toto be promptly deposited, promptly deposit additional funds with the Exchange Agent in an amount which is equal to the deficiency in the amount required to make such payment. Parent shall cause the Exchange Agent to make, and the Exchange Agent shall make, delivery of the Merger Consideration, including payment Upfront Consideration out of the Fractional Share ConsiderationExchange Fund in accordance with this Agreement. The Exchange Fund shall not be used for any purpose that is not expressly provided for in this Agreement. The Exchange Fund shall be invested by the Exchange Agent as reasonably directed by Xxxxxx; provided, Non-Employee Option Consideration and any however, that no such investment or loss thereon shall affect the amounts payable in respect to holders of dividends Certificates or Book-Entry Shares pursuant to this Article II, and, to the extent of any such loss, Parent shall fund additional cash amounts into the Exchange Fund to enable such payments to be made. Any interest or other distributions on shares of income from such investments shall be payable to Parent Stock in accordance withor the Surviving Corporation, as Parent directs. At or prior to the Effective Time, Parent shall duly authorize, execute and deliver, and shall ensure that the Rights Agent duly authorizes, executes and delivers, the CVR Agreement.

Exchange Fund. Prior to the Effective Time, Parent or Merger Sub shall designate a bank or trust company reasonably acceptable to the Company to act as the exchange agent in connection with the Merger (the “Exchange Agent”). The Exchange Agent shall also act as the agent for the Company’s stockholders shareholders for the purpose of receiving and holding their Certificates and Book-Entry Shares and shall obtain no rights or interests in the shares represented thereby. At or immediately after the Effective Time, Parent or Merger Sub shall deposit, or cause to be deposited, with the Exchange Agent (i) evidence of Parent Stock Shares issuable pursuant to Section 2.1(a) in book-entry form equal to the aggregate Parent Stock Shares portion of the Merger Consideration (excluding any Fractional Share Consideration), and (ii) cash in immediately available funds in an amount sufficient to pay the aggregate cash portion of the Merger Consideration, Fractional Share Consideration, Option Consideration payable to holders who are not current or former employees of the Company or any Company Subsidiary (“Non-Employee Option Consideration”) and any dividends under Section 2.2(f) (such evidence of book-entry shares of Parent Stock Shares and cash amounts, together with any dividends or other distributions with respect thereto, the “Exchange Fund”), in each case, for the sole benefit of the holders of shares of Company Common Stock and the persons entitled to receive the Non-Employee Option ConsiderationStock. In the event the Exchange Fund shall be insufficient to pay the aggregate Cash Consideration Portioncash portion of the Merger Consideration, Fractional Share Consideration, Non-Employee Option Consideration and any dividends under Section 2.2(f), Parent shall, or shall cause Merger Sub to, promptly deposit additional funds with the Exchange Agent in an amount which is equal to the deficiency in the amount required to make such payment. Parent shall cause the Exchange Agent to make, and the Exchange Agent shall make, delivery of the Merger Consideration, including payment of the Fractional Share Consideration, Non-Employee Option Consideration and any amounts payable in respect of dividends or other distributions on shares of Parent Stock Shares in accordance withwith Section 2.2(f) out of the Exchange Fund in accordance with this Agreement. The Exchange Fund shall not be used for any purpose that is not expressly provided for in this Agreement. The cash portion of the Exchange Fund shall be invested by the Exchange Agent as reasonably directed by Parent; provided, however, that any investment of such cash shall in all events be limited to direct short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the U.S. government, in commercial paper rated P-1 or A-1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, respectively, or in certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $10 billion (based on the most recent financial statements of such bank that are then publicly available), and that no such investment or loss thereon shall affect the amounts payable to holders of Certificates or Book-Entry Shares pursuant to this Article II. Any interest and other income resulting from such investments shall be paid to the Surviving Corporation on the earlier of (A) one (1) year after the Effective Time or (B) the full payment of the Exchange Fund.

Exchange Fund. Prior to the Effective TimeClosing Date, Parent or Merger Sub shall designate a bank or trust company an agent reasonably acceptable to the Company to act as the paying and exchange agent in connection with the Merger Mergers (the “Exchange Agent”). The Exchange Agent shall also act as On the agent for the Company’s stockholders for the purpose of receiving and holding their Certificates and Book-Entry Shares and shall obtain no rights or interests in the shares represented thereby. At or immediately after the Effective TimeClosing Date, Parent or Merger Sub shall deposit, or cause to be deposited, with the Exchange Agent (i) evidence of a number of shares of Parent Common Stock issuable pursuant to Section 2.1(a) in book-entry form equal to the aggregate Stock Consideration, (ii) evidence of a number of shares of Parent Series C Preferred Stock portion of in book-entry form issuable pursuant to Section 2.1(b)(ii) sufficient in order for the Exchange Agent to distribute the Per Preferred Share Merger Consideration (excluding any Fractional Share Consideration), and (iiiii) cash in immediately available funds in an amount sufficient for the Exchange Agent to pay distribute the aggregate cash portion of Aggregate Cash Consideration and the Merger Consideration, Fractional Share Consideration, Option Consideration payable to holders who are not current or former employees of the Company or any Company Subsidiary (“Non-Employee Option Consideration”) and any dividends under Section 2.2(f) Adjustment Amount (such evidence of book-entry shares of Parent Common Stock and Parent Series C Preferred Stock and cash amountsdeposited with the Exchange Agent, together with any dividends or other distributions with respect theretocollectively, the “Exchange Fund”), in each case, for the sole benefit of the holders of shares of Company Common Stock or holders of shares of Company Series A Preferred Stock, as applicable. In addition, Parent shall deposit with the Exchange Agent, as necessary from time to time thereafter, any Fractional Share Consideration and the persons entitled any dividends or other distributions payable pursuant to receive the Non-Employee Option ConsiderationSection 2.2(f) or Section 2.2(g). In the event the cash portion of the Exchange Fund shall be insufficient to pay the aggregate Aggregate Cash Consideration Portion, Fractional Share Consideration, Non-Employee Option Consideration and any dividends under Section 2.2(f)Adjustment Amount, Parent shall, or shall cause Merger Sub to, promptly deposit additional funds with the Exchange Agent in an amount which is equal to the deficiency in the amount required for the Exchange Agent to make such paymentpayments. Parent shall cause the Exchange Agent to make, and the Exchange Agent shall make, make delivery of the Merger Aggregate Cash Consideration, including Stock Consideration, the Adjustment Amount, the Preferred Stock Merger Consideration and payment of all other amounts required to be paid out of the Exchange Fund in accordance with this Agreement. In connection with the foregoing, Parent shall enter into an Exchange Agent Agreement with the Exchange Agent, in a form reasonably acceptable to the Company, setting forth the procedures to be used in accomplishing the deliveries and other actions contemplated by this Section 2.2. The Exchange Fund shall not be used for any purpose that is not expressly provided for in this Agreement. The cash portion of the Exchange Fund shall be invested by the Exchange Agent as reasonably directed by Parent in accordance with the Exchange Agent Agreement. Any interest and other income resulting from such investments shall be paid to Parent on the earlier of (i) six (6) months after the Closing Date or (ii) the full payment of the Fractional Share Consideration, Non-Employee Option Aggregate Cash Consideration and any amounts payable in respect of dividends or other distributions on shares of Parent Stock in accordance withAdjustment Amount, if any.

Exchange Fund. Prior to the First Effective Time, Parent or Merger Sub shall designate a bank or trust company reasonably acceptable to the Company to act as the exchange agent in connection with the First Merger (the “Exchange Agent”). The Exchange Agent shall also act as the agent for the Company’s stockholders holders of the Shares for the purpose of receiving and holding their Certificates and Book-Entry Shares and shall obtain no rights or interests in the shares represented thereby. At or immediately after the First Effective Time, Parent or Merger Sub shall deposit, or cause to be deposited, with the Exchange Agent (i) evidence of Parent Common Stock issuable pursuant to Section 2.1(a2.6(a)(iv) in book-entry form equal to the aggregate Parent Common Stock portion of the Merger Consideration (excluding any Fractional Share Consideration), ) and (ii) cash in immediately available funds in an amount sufficient to pay the aggregate cash portion of the Merger Consideration, including the Cash Consideration payable pursuant to Section 2.11(g) and the Fractional Share Consideration, Option Consideration payable to holders who are not current or former employees of the Company or any Company Subsidiary (“Non-Employee Option Consideration”) and any dividends under in accordance with Section 2.2(f) 2.13 (such evidence of book-entry shares of Parent Common Stock and cash amounts, together with any dividends or other distributions with respect thereto, the “Exchange Fund”), in each case, for the sole benefit of the holders of shares Shares and holders of Company Common Stock DSU awards; provided that no such deposits shall be required to be made with respect to any Dissenting Shares and the persons entitled any such deposit that is made shall be returned to receive the Non-Employee Option ConsiderationParent upon demand. In the event the Exchange Fund shall be insufficient (other than as a result of payment of the Merger Consideration in accordance with this Agreement) to pay the aggregate cash portion of the Merger Consideration, including the Cash Consideration Portion, payable pursuant to Section 2.11(g) and the Fractional Share Consideration, Non-Employee Option Consideration and any amounts payable in respect of dividends under or other distributions on shares of Parent Common Stock in accordance with Section 2.2(f)2.13, Parent shallshall promptly deposit, or shall cause Merger Sub toto be deposited, promptly deposit additional funds with the Exchange Agent in an amount which that is equal to the deficiency in the amount shortfall that is required to make such payment. Parent shall cause the Exchange Agent to make, and the Exchange Agent shall make, delivery of the Merger Consideration, including the Cash Consideration payable pursuant to Section 2.11(g) and payment of the Fractional Share ConsiderationConsideration in accordance with Section 2.13, Nonout of the Exchange Fund in accordance with this Agreement. The Exchange Fund shall not be used for any purpose that is not expressly provided for in this Agreement. The cash portion of the Exchange Fund shall be invested by the Exchange Agent as reasonably directed by Parent; provided, however, that any investment of such cash shall in all events be limited to direct short-Employee Option Consideration term obligations of, or short-term obligations fully guaranteed as to principal and any interest by, the U.S. government, in commercial paper rated P-1 or A-1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, respectively, or in certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $10 billion (based on the most recent financial statements of such bank that are then publicly available), and that no such investment or loss thereon shall affect the amounts payable in respect to holders of dividends or Shares pursuant to this Section 2. Any interest and other distributions on shares of Parent Stock in accordance withincome resulting from such investments shall be paid to Parent.

Exchange Fund. Prior to the Effective Time, Parent or Merger Sub shall designate a bank or trust company reasonably acceptable to the Company to act as the exchange agent in connection with the Merger (the “Exchange Agent”). The Exchange Agent shall also act as the agent for the Company’s stockholders for the purpose of receiving and holding their Certificates and Book-Entry Shares and shall obtain no rights or interests in the shares represented thereby. At or immediately after the Effective Time, Parent or Merger Sub shall deposit, or cause to be deposited, with the Exchange Agent (i) evidence of Parent Stock Shares issuable pursuant to Section 2.1(a) in book-entry form equal to the aggregate Parent Stock portion of the Merger Consideration (excluding any Fractional Share Consideration), and (ii) cash in immediately available funds in an amount sufficient to pay the aggregate cash portion of the Merger Consideration, Fractional Share Consideration, Option Consideration payable to holders who are not current or former employees of the Company or any Company Subsidiary (“Non-Employee Option Consideration”) and any dividends under Section 2.2(f) (such evidence of book-entry shares of Parent Stock and cash amountsShares, together with any dividends or other distributions with respect thereto, the “Exchange Fund”), in each case, for the sole benefit of the holders of shares of Company Common Stock and the persons entitled to receive the Non-Employee Option ConsiderationStock. In the event the Exchange Fund shall be insufficient to pay the aggregate Cash Consideration Portion, Fractional Share Consideration, Non-Employee Option Consideration and any dividends under Section 2.2(f), Parent shall, or shall cause Merger Sub to, promptly deposit additional funds with the Exchange Agent in an amount which is equal to the deficiency in the amount required to make such payment. Parent shall cause the Exchange Agent to make, and the Exchange Agent shall make, delivery of the Merger Consideration, including payment of the Fractional Share Consideration, Non-Employee Option Consideration and any amounts payable in respect of dividends or other distributions on shares of Parent Stock Shares in accordance withwith Section 2.2(f) out of the Exchange Fund in accordance with this Agreement. The Exchange Fund shall not be used for any purpose that is not expressly provided for in this Agreement. The cash portion of the Exchange Fund shall be invested by the Exchange Agent as reasonably directed by Parent; provided, however, that any investment of such cash shall in all events be limited to direct short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the U.S. government, in commercial paper rated P-1 or A-1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, respectively, or in certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $10 billion (based on the most recent financial statements of such bank that are then publicly available), and that no such investment or loss thereon shall affect the amounts payable to holders of Certificates or Book-Entry Shares entitled to receive such amounts pursuant to this Article II. Any interest and other income resulting from such investments shall be paid to the Surviving Corporation on the earlier of (A) one (1) year after the Effective Time or (B) the full payment of the Exchange Fund.

Exchange Fund. Prior to the Effective Time, Parent or Merger Sub shall designate a bank or trust company reasonably acceptable to the Company to act as the exchange agent in connection with the Merger (the “Exchange Agent”). The Exchange Agent shall also act as the agent for the Company’s stockholders Company Stockholders for the purpose of receiving and holding their Certificates and Book-Entry Shares and shall obtain no rights or interests in the shares represented thereby. At or immediately after the Effective Time, Parent or Merger Sub shall deposit, or cause to be deposited, with the Exchange Agent (i) evidence of the aggregate amount of shares of Parent Common Stock issuable pursuant to Section 2.1(a3.1(a) in book-entry form equal to the aggregate Parent Stock portion of pay for the Merger Consideration (excluding any Fractional Share Consideration), ) and (ii) cash in immediately available funds in an amount sufficient to pay the aggregate cash portion of the Merger Consideration, Fractional Share Consideration, Option Consideration payable to holders who are not current or former employees of the Company or any Company Subsidiary (“Non-Employee Option Consideration”) and any dividends or other distributions under Section 2.2(f3.2(f) (such evidence of book-entry shares of Parent Common Stock and cash amounts, together with any dividends or other distributions with respect thereto, the “Exchange Fund”), in each case, for the sole benefit of the holders of shares of Company Common Stock and the persons entitled to receive the Non-Employee Option ConsiderationStock. In the event that the Exchange Fund shall be insufficient to pay the aggregate Cash amount of Merger Consideration Portion, or Fractional Share Consideration, Non-Employee Option Consideration and any dividends under Section 2.2(f), Parent shall, or shall cause Merger Sub to, promptly deposit additional funds Parent Common Stock or funds, as applicable, with the Exchange Agent in an amount which that is equal to the deficiency in the amount required to make such payment. Parent shall cause the Exchange Agent to make, and the Exchange Agent shall make, delivery of the Merger Consideration, including payment of the Fractional Share ConsiderationConsideration in accordance with Section 3.5, Non-Employee Option Consideration and any amounts payable in respect of dividends or other distributions on shares of Parent Common Stock in accordance withwith Section 3.2(f) out of the Exchange Fund in accordance with this Agreement. The Exchange Fund shall not be used for any purpose that is not expressly provided for in this Agreement. The cash portion of the Exchange Fund shall be invested by the Exchange Agent in obligations of or guaranteed by the United States of America or obligations of an agency of the United States of America which are backed by the full faith and credit of the United States of America as reasonably directed by Parent. To the extent that there are any losses with respect to any investments of the cash included in the Exchange Fund, or the Exchange Fund diminishes for any reason below the level required for the Exchange Agent to promptly pay the cash amounts contemplated by this Section 3.2(a), Parent shall, or shall cause the Surviving Company to, promptly replace or restore 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 such payments contemplated by this this Section 3.2(a).

Exchange Fund. Prior to the Effective Time, Parent or Merger Sub shall designate a bank or trust company appoint an exchange agent selected by Parent that is reasonably acceptable satisfactory to the Company to act as the exchange agent in connection with the Merger (the “Exchange Agent”). The , and enter into an exchange agent agreement, in form and substance reasonably satisfactory to the Company, with such Exchange Agent shall also to act as the agent for payment of the Company’s stockholders for Merger Consideration in respect of Company Certificates upon surrender of such Company Certificates (or affidavits of loss in lieu thereof) in accordance with this Article 2 from time to time after the purpose of receiving and holding their Certificates and Book-Entry Shares and shall obtain no rights or interests in the shares represented therebyEffective Time. At or immediately after the Effective Time, Parent or Merger Sub shall deposit, or cause to be deposited, deposit with the Exchange Agent (i) evidence of Parent Stock issuable pursuant to Section 2.1(a) in book-entry form equal to the aggregate Parent Stock portion of the Merger Consideration (excluding any Fractional Share Consideration), and (ii) cash in immediately available funds in an amount sufficient to pay the aggregate cash portion of the Merger Consideration, Fractional Share Consideration, Option Consideration payable to holders who are not current or former employees of the Company or any Company Subsidiary (“Non-Employee Option Consideration”) and any dividends under Section 2.2(f) (such evidence of book-entry shares of Parent Stock and cash amounts, together with any dividends or other distributions with respect thereto, the “Exchange Fund”)Agent, in each case, trust for the sole benefit of the holders of shares of Company Securities, (i) Parent Certificates representing shares of Parent Stock Consideration to be issued pursuant to Section 2.4(c)(i) and Section 2.4(c)(iv) and delivered pursuant to Section 2.5(b) and (ii) cash for payment in lieu of fractional shares pursuant to Section 2.5(e). Such shares of Parent Common Stock, together with any interest, dividends or distributions with respect thereto (as provided in Section 2.5(c)) and such cash, are referred to herein as the “Exchange Fund.” The Exchange Agent, pursuant to irrevocable instructions consistent with the terms of this Agreement given on the Closing Date, shall deliver the Parent Common Stock to be issued pursuant to Section 2.4(c)(i) and Section 2.4(c)(iv) as well as cash in lieu of fractional shares pursuant to Section 2.5(e) out of the persons entitled to receive the Non-Employee Option Consideration. In the event Exchange Fund, and the Exchange Fund shall not be insufficient to pay the aggregate Cash Consideration Portion, Fractional Share Consideration, Non-Employee Option Consideration and used for any dividends under Section 2.2(f), Parent shall, or shall cause Merger Sub to, promptly deposit additional funds with the Exchange Agent in an amount which is equal to the deficiency in the amount required to make such payment. Parent shall cause the Exchange Agent to make, and other purpose whatsoever; provided that the Exchange Agent shall make, delivery invest or hold the cash portion of the Exchange Fund only in cash or direct, short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the United States of America or in commercial paper obligations rated A-1 or P-1 or better by Xxxxx’x Investor Services, Inc. or Standard & Poor’s Corporation, respectively, in each case as directed by Parent and acceptable to the Exchange Agent; provided, however, that no such investment or losses thereon shall affect the Merger Consideration, including payment Consideration payable to the holders of the Fractional Share ConsiderationCompany Securities and following any losses, Non-Employee Option Parent shall promptly provide additional funds to the Exchange Agent for the benefit of the holders of the Company Securities in the amount of any such losses to the extent necessary to pay the Merger Consideration to such holders. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the Parent Common Stock held by it from time to time hereunder, except that it shall receive and any amounts payable in respect of hold all dividends or other distributions on shares paid or distributed with respect thereto after the establishment of Parent Stock in accordance withsuch Exchange Fund for the account of Persons entitled thereto.

Exchange Fund. Prior to the Effective Time, Parent or Merger Sub shall designate appoint a commercial bank or trust company or such other party as is reasonably acceptable satisfactory to the Company to act as the exchange agent in connection with hereunder for the purpose of exchanging Company Certificates and Book Entry Units for the Merger Consideration and the payment of any dividends or other distributions pursuant to ‎Section 2.2(c) (the “Exchange Agent”). The Exchange Agent shall also act As soon as the agent for the Company’s stockholders for the purpose of receiving and holding their Certificates and Book-Entry Shares and shall obtain no rights or interests in the shares represented thereby. At or immediately reasonably practicable after the Effective Time, (i) Holdings or Parent or Merger Sub shall deposit, or cause to be deposited, with provide the Exchange Agent (i) evidence an uncertificated Parent Share book-entry representing the number of Parent Stock Shares that are issuable pursuant to Section 2.1(a‎Section 2.1(b) (as such number may be adjusted by ‎Section 2.2(e)) to be held by the Exchange Agent in book-entry form equal to trust for the aggregate Parent Stock portion benefit of the Merger Consideration holders of Company Common Units (excluding any Fractional Share Considerationother than holders of Excluded Common Units and Company Common Units issued pursuant to ‎Section 2.1(a)), and (ii) authorize the Exchange Agent to exchange Parent Shares in accordance with ‎Section 2.1(b). Parent shall deposit, or transfer to Holdings and Holdings shall deposit, with the Exchange Agent any cash in immediately available funds in an amount sufficient or other consideration as and when necessary to pay the aggregate cash portion any dividends or other distributions pursuant to ‎Section 2.2(c). Parent shall pay all costs and fees of the Merger Consideration, Fractional Share Consideration, Option Consideration payable to holders who are not current or former employees of Exchange Agent and all expenses associated with the Company or any Company Subsidiary (“Non-Employee Option Consideration”) and any dividends under Section 2.2(f) (such evidence of book-entry shares of exchange process. Such Parent Stock and cash amountsShares, together with any dividends or other distributions with respect theretothereto as provided in ‎Section 2.2(c), are referred to herein as the “Exchange Fund”).” The Exchange Agent, in each casepursuant to irrevocable instructions consistent with the terms of this Agreement, for shall deliver the sole benefit Parent Shares to be paid pursuant to ‎Section 2.1(b) and the payment of any dividends or other distributions pursuant to ‎Section 2.2(c) out of the holders of shares of Company Common Stock Exchange Fund, and the persons entitled to receive the Non-Employee Option Consideration. In the event the Exchange Fund shall not be insufficient to pay the aggregate Cash Consideration Portion, Fractional Share Consideration, Non-Employee Option Consideration and used for any dividends under Section 2.2(f), Parent shall, or shall cause Merger Sub to, promptly deposit additional funds with the Exchange Agent in an amount which is equal to the deficiency in the amount required to make such paymentother purpose whatsoever. Parent shall cause the Exchange Agent to make, and the The Exchange Agent shall makenot be entitled to vote or exercise any rights of ownership with respect to the Parent Shares held by it from time to time hereunder, delivery of the Merger Consideration, including payment of the Fractional Share Consideration, Non-Employee Option Consideration except that it shall receive and any amounts payable in respect of hold all dividends or other distributions on shares paid or distributed after the deposit of Parent Stock in accordance withsuch Exchange Fund with respect thereto for the account of Persons entitled thereto.

Exchange Fund. Prior to the Effective TimeMailing Date, Parent or Merger Sub shall will designate a reputable bank or trust company company, reasonably acceptable to the Company Company, to act as the paying and exchange agent for the purpose of effecting the payment and delivery of the Merger Consideration in connection with the Merger (the “Exchange Agent”). The Exchange Agent shall also act as the agent for the Company’s stockholders holders of Shares for the purpose purposes of (i) mailing and receiving Election Forms and determining, in accordance with this Article II, the form of Merger Consideration to be received by each holder of Shares, and (ii) receiving and holding their Certificates Election Forms and certificate or certificates which immediately prior to the Effective Time represented outstanding Shares (the “Certificates”) and non-certificated Shares represented by book-entry (“Book-Entry Shares Shares”) and shall obtain no rights or interests in the shares Shares represented thereby. At or immediately after the Effective Time, Parent or Merger Sub shall deposit, or cause to be deposited, with the Exchange Agent (i) evidence of Parent Stock Shares issuable pursuant to Section 2.1(a) and Section 2.1(b) in book-entry form equal to the aggregate number of Parent Stock portion of the Shares to be issued as Merger Consideration (excluding any Fractional Share Consideration), ) and (ii) cash in immediately available funds in an amount sufficient to pay the aggregate cash portion of the to be paid as Merger Consideration, the aggregate Company Accelerated Equity Award Payments (except to the extent that any such Equity Award Payments are to be made through the payroll of the Surviving Corporation), any Fractional Share Consideration, Option Consideration payable to holders who are not current or former employees of the Company or any Company Subsidiary (“Non-Employee Option Consideration”) and any dividends under Section 2.2(f2.3(f) (such evidence of book-entry shares of Parent Stock Shares and cash amounts, together with any dividends or other distributions with respect thereto, the “Exchange Fund”), ) in each case, for the sole benefit of the holders of shares of the Shares converted pursuant to Section 2.1(a) and Section 2.1(b) and Company Common Stock and the persons entitled to receive the Non-Employee Option ConsiderationAccelerated Equity Awards. In the event the Exchange Fund shall be insufficient to pay the aggregate Cash Consideration Portion, Fractional Share Merger Consideration, Non-Employee Option Consideration the Company Accelerated Equity Award Payments and any the dividends under Section 2.2(f2.3(f), Parent shallshall promptly deposit, or shall cause Merger Sub toto be promptly deposited, promptly deposit additional funds Parent Shares or cash with the Exchange Agent in an amount which is equal to the deficiency in the amount required to make such paymentpayments. Parent shall cause the Exchange Agent to make, and the Exchange Agent shall make, delivery of the Merger Consideration, including payment of the Fractional Share Consideration, Non-Employee Option Consideration and any amounts payable in respect of dividends or other distributions on shares of Parent Stock in accordance withwith Section 2.3(f), out of the Exchange Fund in accordance with this Agreement. The Exchange Fund shall not be used for any purpose that is not expressly provided for in this Agreement. The cash portion of the Exchange Fund shall be invested by the Exchange Agent as reasonably directed by Parent; provided, however, that no such investment or loss thereon shall affect the amounts payable to holders of Certificates or Book-Entry Shares pursuant to this Article II and to the extent of any such loss, Parent shall fund additional cash amounts into the Exchange Fund to enable such payments to be made. Any interest or other income from such investments shall be paid promptly to Parent or the Surviving Corporation, as Parent directs.

Exchange Fund. Prior to the Effective Time, Parent or Merger Sub shall designate appoint a commercial bank or trust company or such other party as is reasonably acceptable satisfactory to the Company to act as the exchange agent in connection with hereunder for the purpose of exchanging Company Certificates and Book Entry Shares for the Merger Consideration (the “Exchange Agent”). The Exchange Agent shall also act as the agent for the Company’s stockholders for the purpose of receiving and holding their Certificates and Book-Entry Shares and shall obtain no rights or interests in the shares represented thereby. At or immediately after substantially concurrently with the Effective Time, Parent shall or Merger Sub shall deposit, or cause the Surviving Entity to be deposited, (i) (A) deposit with the Exchange Agent American Depositary Receipts evidencing or (iB) evidence provide the Exchange Agent an uncertificated Parent ADS book-entry representing the number of Parent Stock ADSs that are issuable pursuant to Section 2.1(a2.1(c) in book-entry form equal to the aggregate Parent Stock portion of the Merger Consideration (excluding any Fractional Share Consideration), and (ii) deposit with the Exchange Agent cash in immediately available funds in an amount sufficient to pay representing the aggregate cash portion of the Merger Consideration, Fractional Share Consideration, Option Consideration consideration payable pursuant to holders who are not current or former employees of the Company or any Company Subsidiary (“Non-Employee Option Consideration”) and any dividends under Section 2.2(f) (such evidence of book-entry shares of Parent Stock and cash amounts, together with any dividends or other distributions with respect thereto, the “Exchange Fund”2.1(c), in each case, case to be held by the Exchange Agent in trust for the sole benefit of the holders of shares of Company Common Stock Stock. Such Parent ADSs, together with any dividends or distributions with respect thereto as provided in Section 2.2(c), 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, shall deliver the Parent ADSs and the persons entitled cash portion of the aggregate Merger Consideration to receive be paid pursuant to Section 2.1(c) out of the Non-Employee Option Consideration. In the event Exchange Fund, and the Exchange Fund shall not be insufficient to pay the aggregate Cash Consideration Portion, Fractional Share Consideration, Non-Employee Option Consideration and used for any dividends under Section 2.2(f), Parent shall, or shall cause Merger Sub to, promptly deposit additional funds with the Exchange Agent in an amount which is equal to the deficiency in the amount required to make such paymentother purpose whatsoever. Parent shall cause the Exchange Agent to make, and the The Exchange Agent shall makenot be entitled to vote or exercise any rights of ownership with respect to the Parent ADSs held by it from time to time hereunder, delivery of the Merger Consideration, including payment of the Fractional Share Consideration, Non-Employee Option Consideration except that it shall receive and any amounts payable in respect of hold all dividends or other distributions on shares paid or distributed after the deposit of Parent Stock in accordance withsuch Exchange Fund with respect thereto for the account of Persons entitled thereto.

Exchange Fund. Prior to the Effective Time, Parent Cyclone or Merger Sub shall designate a bank or trust company reasonably acceptable to the Company Hurricane to act as the exchange agent in connection with the Merger (the “"Exchange Agent”"). The Exchange Agent shall also act as the agent for the Company’s Hurricane's stockholders for the purpose of receiving and holding their Certificates and Book-Entry Shares and shall obtain no rights or interests in the shares represented thereby. At or immediately after prior to the Effective TimeTime or as otherwise contemplated by Exhibit C, Parent Cyclone or Merger Sub the Surviving Corporation shall deposit, or cause to be deposited, with the Exchange Agent (i) evidence of Parent Stock Cyclone Shares issuable pursuant to Section 2.1(a) in book-entry form equal to the aggregate Parent Stock portion of the Merger Consideration (excluding any Fractional Share Consideration), and (ii) cash in immediately available funds in an amount sufficient to pay the aggregate cash portion of the Merger Consideration, Fractional Share Consideration, Option Consideration payable to holders who are not current or former employees of the Company or any Company Subsidiary (“Non-Employee Option Consideration”) and any dividends under or other distributions on Cyclone Shares in accordance with Section 2.2(f) (such evidence of book-entry shares of Parent Stock Cyclone Shares and cash amounts, together with any dividends or other distributions with respect thereto, the “"Exchange Fund”"), in each case, for the sole benefit of the holders of shares of Company Common Stock and the persons entitled to receive the Non-Employee Option ConsiderationHurricane Shares. In the event the Exchange Fund shall be insufficient to pay the aggregate Cash Consideration Portion, Fractional Share Consideration, Non-Employee Option Consideration and any dividends under or other distributions on Cyclone Shares in accordance with Section 2.2(f), Parent HurricaneCyclone shall, or shall cause Merger Sub the Surviving Corporation to, promptly deposit additional funds with the Exchange Agent in an amount which is equal to the deficiency in the amount required to make such payment. Parent HurricaneCyclone shall cause the Exchange Agent to make, and the Exchange Agent shall make, delivery of the Merger Consideration, including payment of the Fractional Share Consideration, Non-Employee Option Consideration and any amounts payable in respect of dividends or other distributions on shares of Parent Stock Cyclone Shares in accordance withwith Section 2.2(f), out of the Exchange Fund in accordance with this Agreement. The Exchange Fund shall not be used for any purpose that is not expressly provided for in this Agreement. The cash portion of the Exchange Fund shall be invested by the Exchange Agent as directed by HurricaneCyclone; provided, however, that any investment of such cash shall in all events be limited to direct short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the U.S. government, in commercial paper rated P-1 or A-1 or better by Xxxxx'x Investors Service, Inc. or Standard & Poor's Corporation, respectively, or in certificates of deposit, bank repurchase agreements or banker's acceptances of commercial banks with capital exceeding $10 billion (based on the most recent financial statements of such bank that are then publicly available), and no such investment or loss thereon shall affect the amounts payable to holders of Certificates or Book-Entry Shares pursuant to this Article II. Any interest and other income resulting from such investments shall, upon request by HurricaneCyclone, be paid to HurricaneCyclone on the earlier of (A) six months after the Effective Time or (B) the full payment of the Exchange Fund.

Exchange Fund. Prior to the Effective TimeClosing, Parent or Merger Sub shall designate a bank or trust company reasonably acceptable to the Company to act as the exchange agent in connection with the Merger (the “Exchange Agent”)) pursuant to an Exchange Agent Agreement. The Exchange Agent shall also act as the agent for the Company’s stockholders for the purpose of receiving and holding their Election Forms and Company Certificates and Book-Entry Shares and shall obtain no rights or interests in the shares represented thereby. At or immediately after prior to the Effective TimeClosing, Parent or Merger Sub shall deposit, or cause to be deposited, with the Exchange Agent (i) evidence of Parent Common Stock issuable pursuant to Section 2.1(a) in book-entry form equal to the aggregate Parent Common Stock portion of the Merger Consideration (excluding any Fractional Share Consideration and the Escrow Stock Consideration), ) and (ii) cash in immediately available funds in an amount sufficient to pay the aggregate cash portion of the Merger ConsiderationConsideration (less the Escrow Cash Consideration and the Stockholders’ Representative Expense Amount), Fractional Share Consideration, Option Consideration payable to holders who are not current or former employees of the Company or any Company Subsidiary (“Non-Employee Option Consideration”) and any dividends under Section 2.2(f2.3(h) (such evidence of book-entry shares of Parent Common Stock and cash amounts, together with any dividends or other distributions with respect thereto, the “Exchange Fund”), in each case, for the sole benefit of the holders of shares of Company Common Stock and the persons entitled to receive the Non-Employee Option ConsiderationStock. In the event the Exchange Fund shall be insufficient to pay the aggregate cash portion of the Merger Consideration (less the Escrow Cash Consideration Portionand the Stockholders’ Representative Expense Amount), Fractional Share Consideration, Non-Employee Option Consideration and any dividends under Section 2.2(f2.3(h), Parent shall, or shall cause Merger Sub to, promptly deposit additional funds with the Exchange Agent in an amount which is equal to the deficiency in the amount required to make such payment. Parent shall cause the Exchange Agent to make, and the Exchange Agent shall make, delivery of the Merger ConsiderationConsideration (less the Escrow Consideration and the Stockholders’ Representative Expense Amount), including payment of the Fractional Share Consideration, Non-Employee Option Consideration and any amounts payable in respect of dividends or other distributions on shares of Parent Common Stock in accordance withwith Section 2.3(h) out of the Exchange Fund in accordance with this Agreement. The Exchange Fund shall not be used for any purpose that is not expressly provided for in this Agreement. The cash portion of the Exchange Fund shall be invested by the Exchange Agent as reasonably directed by Parent; provided, however, that no such investment or loss thereon shall affect the amounts payable to holders of Company Certificates pursuant to this Article II. Any interest and other income resulting from such investments shall be paid to Parent on the earlier of (A) one (1) year after the Effective Time or (B) the full payment of the Exchange Fund.

Exchange Fund. Prior (a) At or prior to the Effective TimeClosing, Parent or Merger Sub Purchaser, Everest and Olympus shall designate a bank or trust company reasonably acceptable to jointly appoint the Company Exchange Agent to act as the exchange agent in connection with the Merger (the “Exchange Agent”). The Exchange Agent shall also act as the agent for the Company’s stockholders for the purpose of receiving under this Agreement and holding their Certificates and Book-Entry Shares and shall obtain no rights or interests in the shares represented thereby. At or immediately after the Effective Time, Parent or Merger Sub Purchaser shall deposit, or cause to be deposited, with the Exchange Agent Agent, in trust for the benefit of the Non-Trango Equityholders, (i) evidence of Parent Stock issuable pursuant to Section 2.1(a) in book-entry form equal to the aggregate Parent Stock portion of the Merger Consideration (excluding any Fractional Share Consideration), and (ii) cash in immediately available funds in an amount sufficient to pay the aggregate cash portion of the Merger Consideration, Fractional Share Consideration, Option Consideration payable to holders who are not current or former employees of the Company or any Company Subsidiary (“Non-Employee Option Consideration”) and any dividends under Section 2.2(f) (such evidence of book-entry shares representing a number of Parent shares of Purchaser Common Stock equal to the Non-Trango Equityholders’ aggregate portion of the Closing Share Consideration and (ii) an amount in cash amounts, equal to the sum of (A) the Non-Trango Equityholders’ aggregate portion of the Closing Cash Consideration plus (B) cash necessary to pay in lieu of fractional shares pursuant to Section 2.8(b) (such shares of Purchaser Common Stock together with any dividends or other distributions with respect theretosuch cash, the “Exchange Fund”). At the Closing, in each case, for the sole benefit of the holders of shares of Company Common Stock and the persons entitled to receive the Non-Employee Option Consideration. In the event the Exchange Fund Purchaser shall be insufficient to pay the aggregate Cash Consideration Portion, Fractional Share Consideration, Non-Employee Option Consideration and any dividends under Section 2.2(f), Parent shall, or shall cause Merger Sub to, promptly deposit additional funds with the Exchange Agent in an amount which is equal to the deficiency in the amount required to make such payment. Parent shall cause direct the Exchange Agent to makepay from the Exchange Fund to each Non-Trango Equityholder such Non-Trango Equityholder’s applicable portion of the Closing Cash Consideration and the Closing Share Consideration, as set forth in the Everest Funds Flow or Olympus Funds Flow, as applicable. The terms of appointment and engagement of the Exchange Agent shall makebe as reasonably agreed upon between Purchaser, delivery Everest and Olympus, and all fees, costs and expenses relating to the engagement of the Merger ConsiderationExchange Agent shall be borne 25% by Everest, including payment as Everest Expenses, 25% by Olympus, as Olympus Expenses and 50% by Purchaser. (b) Notwithstanding anything else in this Agreement to the contrary, no fractional shares of Purchaser Common Stock shall be issued as consideration in the Sale. Each Equityholder that would otherwise have been entitled to receive a fraction of a share of Purchaser Common Stock pursuant to Section 2.7(c)(ii) or Section 2.8(a), as applicable (after aggregating all interests held by such Equityholder) shall receive, in lieu thereof, cash (without interest) in an amount (rounded up to the nearest cent) representing such Equityholder’s proportionate interest in the net proceeds from the sale by the Exchange Agent on behalf of all such Equityholders of shares of Purchaser Common Stock that would otherwise have been issued. (c) In respect of the Fractional Olympus Sellers, (i) the Closing Share ConsiderationConsideration allocated to Olympus Sellers in the Olympus Funds Flow shall be distributed between the Eligible Olympus Sellers on a pro rata basis taking into account the proportion that the number of Acquired Olympus Shares sold by such Eligible Olympus Seller under this Agreement, Non-Employee Option Consideration bears to the total number of Acquired Olympus Shares sold by all Eligible Olympus Sellers under this Agreement (and any amounts payable in respect the number of dividends or other distributions on shares of Parent Purchaser Common Stock received by such Eligible Olympus Seller for each Acquired Olympus Share sold under this Agreement is the “Purchaser Stock Exchange Amount”), (ii) the Closing Cash Consideration allocated to the Olympus Sellers shall be distributed between the Olympus Sellers as follows, (A) first, those Olympus Sellers who are not Eligible, a cash amount equivalent to the value of the Purchaser Stock Exchange Amount for each Acquired Olympus Share it has sold under this Agreement, with the Purchaser Common Stock valued at the Reference Price, and thereafter, (B) all Olympus Sellers shall receive their Olympus Pro Rata Percentage of the remaining Closing Cash Consideration attributable to the Olympus Sellers (other than the Dragged Olympus Equityholders). (d) Each Seller who holds Olympus A Shares hereby agrees to reduce the amount of consideration they would otherwise receive by their respective portion of the Olympus LFSP Amount, and the Purchaser shall pay such amount to Olympus on such Seller’s behalf in accordance withwith Section 2.3(e), in full and final repayment and discharge of their loan under the Olympus Loan Funded Share Plan.

Exchange Fund. Prior to the Effective Time, Parent or Merger Sub shall designate a bank or trust company reasonably acceptable to the Company to act as the exchange agent in connection with the Merger (the “Exchange Agent”). The Exchange Agent shall also act as the agent for the Company’s stockholders Company Stockholders for the purpose of receiving and holding their Certificates and Book-Entry Shares and shall obtain no rights or interests in the shares represented thereby. At or immediately after the Effective Time, Parent or Merger Sub shall deposit, or cause to be deposited, with the Exchange Agent (i) evidence of Parent Class A Common Stock issuable pursuant to Section 2.1(a) in book-entry form equal to the aggregate Parent Stock portion of the Merger Consideration (excluding any Fractional Share Consideration), ) payable pursuant to Section 2.1(a) and (ii) cash in immediately available funds in an amount sufficient to pay the aggregate cash portion of the Merger Consideration, Fractional Share ConsiderationConsideration in accordance with Section 2.5, Option Consideration payable to holders who are not current or former employees of the Company or any Company Subsidiary (“Non-Employee Option Consideration”) and any dividends or other distributions under Section 2.2(f) (such evidence of book-entry shares of Parent Class A Common Stock and cash amounts, together with any dividends or other distributions with respect thereto, the “Exchange Fund”), in each case, for the sole benefit of the holders of shares of Company Common Stock and the persons entitled to receive the Non-Employee Option ConsiderationStock. In the event the Exchange Fund shall be insufficient to pay the aggregate Cash Consideration Portion, Fractional Share Consideration, Non-Employee Option Consideration in accordance with Section 2.5 and any dividends or other distributions under Section 2.2(f), Parent shallshall promptly deposit, or shall cause Merger Sub toto be deposited, promptly deposit additional funds with the Exchange Agent in an amount which that is equal to the deficiency in the amount shortfall that is required to make such payment. Parent shall cause the Exchange Agent to make, and the Exchange Agent shall make, delivery of the Merger Consideration, including payment of the Fractional Share ConsiderationConsideration in accordance with Section 2.5, Non-Employee Option Consideration and any amounts payable in respect of dividends or other distributions on shares of Parent Class A Common Stock in accordance withwith Section 2.2(f), out of the Exchange Fund in accordance with this Agreement. The Exchange Fund shall not be used for any purpose that is not expressly provided for in this Agreement. The cash portion of the Exchange Fund shall be invested by the Exchange Agent as reasonably directed by Xxxxxx; provided, however, that any investment of such cash shall in all events be limited to direct short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the U.S. government, in commercial paper rated P-1 or A-1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, respectively, or in certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $10 billion (based on the most recent financial statements of such bank that are then publicly available), and that no such investment or loss thereon shall affect the amounts payable to holders of Certificates or Book-Entry Shares pursuant to this Article II. Any interest and other income resulting from such investments shall be paid to Parent.

Exchange Fund. Prior to the Effective Time, Parent or Merger Sub Community shall designate a bank or trust company reasonably acceptable to the Company Merchants to act as the exchange agent in connection with the Merger (the “"Exchange Agent”"). The Exchange Agent shall also act as the agent for the Company’s Merchants' stockholders (other than with respect to Merchants Restricted Shares) for the purpose of receiving and holding their Election Forms and Merchants Certificates and Book-Entry Shares and shall obtain no rights or interests in the shares represented thereby. At or immediately after prior to the Effective TimeClosing, Parent or Merger Sub Community shall deposit, or cause to be deposited, with the Exchange Agent (i) evidence of Parent Community Common Stock issuable pursuant to Section 2.1(a) in book-entry form equal to the aggregate Parent Community Common Stock portion of the Merger Consideration (excluding any Fractional Share Consideration), and (ii) cash in immediately available funds in an amount sufficient to pay the aggregate cash portion of the Merger Consideration, Fractional Share Consideration, Option Consideration payable to holders who are not current or former employees of the Company or any Company Subsidiary (“Non-Employee Option Consideration”) and any dividends under Section 2.2(f2.3(f) (such evidence of book-entry shares of Parent Community Common Stock and cash amounts, together with any dividends or other distributions with respect thereto, the “"Exchange Fund”"), in each case, for the sole benefit of the holders of shares of Company Merchants Common Stock and the persons entitled to receive the Non-Employee Option ConsiderationStock. In the event the Exchange Fund shall be insufficient to pay the aggregate Cash Consideration Portioncash portion of the Merger Consideration, Fractional Share Consideration, Non-Employee Option Consideration and any dividends under Section 2.2(f2.3(f), Parent shall, or Community shall cause Merger Sub to, promptly deposit additional funds with the Exchange Agent in an amount which is equal to the deficiency in the amount required to make such payment. Parent Community shall cause the Exchange Agent to make, and the Exchange Agent shall make, delivery of the Merger Consideration, including payment of the Fractional Share Consideration, Non-Employee Option Consideration and any amounts payable in respect of dividends or other distributions on shares of Parent Community Common Stock (other than with respect to Merchants Restricted Shares) in accordance withwith Section 2.3(f) out of the Exchange Fund in accordance with this Agreement. The Exchange Fund shall not be used for any purpose that is not expressly provided for in this Agreement. The cash portion of the Exchange Fund shall be invested by the Exchange Agent as reasonably directed by Community; provided, however, that (x) no such investment or loss thereon shall affect the amounts payable to holders of Merchants Certificates or Book-Entry Shares pursuant to this Article 2 and (y) no such investment shall have maturities that would reasonably be expected to prevent or delay payments to be made pursuant to this Agreement. Any interest and other income resulting from such investments shall be paid to Community on the earlier of (A) one (1) year after the Effective Time or (B) the full payment of the Exchange Fund.

Exchange Fund. Prior to the Effective Time, Parent or Merger Sub Community shall designate a bank or trust company reasonably acceptable to the Company Merchants to act as the exchange agent in connection with the Merger (the “Exchange Agent”). The Exchange Agent shall also act as the agent for the Company’s Merchants’ stockholders (other than with respect to Merchants Restricted Shares) for the purpose of receiving and holding their Election Forms and Merchants Certificates and Book-Entry Shares and shall obtain no rights or interests in the shares represented thereby. At or immediately after prior to the Effective TimeClosing, Parent or Merger Sub Community shall deposit, or cause to be deposited, with the Exchange Agent (i) evidence of Parent Community Common Stock issuable pursuant to Section 2.1(a) in book-entry form equal to the aggregate Parent Community Common Stock portion of the Merger Consideration (excluding any Fractional Share Consideration), and (ii) cash in immediately available funds in an amount sufficient to pay the aggregate cash portion of the Merger Consideration, Fractional Share Consideration, Option Consideration payable to holders who are not current or former employees of the Company or any Company Subsidiary (“Non-Employee Option Consideration”) and any dividends under Section 2.2(f2.3(f) (such evidence of book-entry shares of Parent Community Common Stock and cash amounts, together with any dividends or other distributions with respect thereto, the “Exchange Fund”), in each case, for the sole benefit of the holders of shares of Company Merchants Common Stock and the persons entitled to receive the Non-Employee Option ConsiderationStock. In the event the Exchange Fund shall be insufficient to pay the aggregate Cash Consideration Portioncash portion of the Merger Consideration, Fractional Share Consideration, Non-Employee Option Consideration and any dividends under Section 2.2(f2.3(f), Parent shall, or Community shall cause Merger Sub to, promptly deposit additional funds with the Exchange Agent in an amount which is equal to the deficiency in the amount required to make such payment. Parent Community shall cause the Exchange Agent to make, and the Exchange Agent shall make, delivery of the Merger Consideration, including payment of the Fractional Share Consideration, Non-Employee Option Consideration and any amounts payable in respect of dividends or other distributions on shares of Parent Community Common Stock (other than with respect to Merchants Restricted Shares) in accordance withwith Section 2.3(f) out of the Exchange Fund in accordance with this Agreement. The Exchange Fund shall not be used for any purpose that is not expressly provided for in this Agreement. The cash portion of the Exchange Fund shall be invested by the Exchange Agent as reasonably directed by Community; provided, however, that (x) no such investment or loss thereon shall affect the amounts payable to holders of Merchants Certificates or Book-Entry Shares pursuant to this Article 2 and (y) no such investment shall have maturities that would reasonably be expected to prevent or delay payments to be made pursuant to this Agreement. Any interest and other income resulting from such investments shall be paid to Community on the earlier of (A) one (1) year after the Effective Time or (B) the full payment of the Exchange Fund.

Exchange Fund. Prior to the Company Merger Effective Time, Parent or Merger Sub shall designate a bank or trust company reasonably acceptable to the American Stock Transfer & Trust Company to act as the exchange agent in connection with the Merger Mergers (the “Exchange Agent”). The Exchange Agent shall also act as Prior to the agent for the Company’s stockholders for the purpose of receiving and holding their Certificates and Book-Entry Shares and shall obtain no rights or interests in the shares represented thereby. At or immediately after the Company Merger Effective Time, Parent or Merger Sub shall deposit, or cause Merger Sub or Partnership Merger Sub to be depositeddeposit, with the Exchange Agent (i) evidence of Parent Common Stock issuable pursuant to Section 2.1(a) in book-entry form issuable pursuant to Section 2.1(a)(i) and Section 2.1(b)(i) equal to the aggregate Parent Stock portion of the Merger Consideration (excluding any Fractional Share Consideration), and (ii) cash in immediately available funds in an amount sufficient to pay the aggregate cash portion of the Merger Cash Consideration, Fractional Share Consideration, Option Consideration payable to holders who are not current or former employees of the Company or any Company Subsidiary (“Non-Employee Option Consideration”) and any dividends or other distributions under Section 2.2(f) (such evidence of book-entry shares of Parent Common Stock and cash amounts, together with any dividends or other distributions with respect thereto, the “Exchange Fund”), in each case, for the sole benefit of the holders of shares of Company Common Stock Stock, holders of Partnership Units and the persons entitled Surviving Entity (solely to receive the Non-Employee Option Considerationextent any amounts in the Exchange Fund are in excess of the amounts payable pursuant to Section 2.1(a)(i) and Section 2.1(b)(i)). In the event the Exchange Fund shall be insufficient to pay the aggregate Cash Consideration PortionConsideration, Fractional Share Consideration, Non-Employee Option Consideration and any dividends or other distributions under Section 2.2(f), Parent shall, or shall cause Merger Sub or Partnership Merger Sub to, promptly deposit additional funds with the Exchange Agent in an amount which is equal to the deficiency in the amount required to make such payment. Parent shall cause the Exchange Agent to make, and the Exchange Agent shall make, delivery of the Merger Consideration, including payment of the Fractional Share Consideration, Non-Employee Option Consideration and any amounts payable in respect of dividends or other distributions on shares of Parent Common Stock in accordance withwith Section 2.2(f) out of the Exchange Fund in accordance with this Agreement. The Exchange Fund shall not be used for any purpose that is not expressly provided for in this Agreement. The cash portion of the Exchange Fund shall be invested by the Exchange Agent as reasonably directed by Parent; provided, however, that any investment of such cash shall in all events be limited to direct short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the U.S. government, in commercial paper rated P-1 or A-1 or better by Mxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, respectively, or in certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $10 billion (based on the most recent financial statements of such bank that are then publicly available), and that no such investment or loss thereon shall affect the amounts payable to holders of Certificates, Book-Entry Shares or Partnership Units pursuant to this Article II. Any interest and other income resulting from such investments shall be paid to the Surviving Entity on the earlier of (i) one (1) year after the Company Merger Effective Time or (ii) the full payment of the Exchange Fund; provided, that any amounts in the Exchange Fund in excess of the amounts payable under Section 2.1(a)(i) and Section 2.1(b)(i) shall be promptly paid to the Surviving Entity.

Exchange Fund. Prior to the First Effective Time, Parent or Merger Sub Purchaser shall designate a bank or trust company reasonably acceptable to the Company to act as the exchange agent in connection with the First Merger (the “Exchange Agent”). The Exchange Agent shall also act as the agent for the Company’s stockholders for the purpose of receiving and holding their Form of Election in Merger and Certificates and Book-Entry Shares and shall obtain no rights or interests in the shares represented thereby. At or immediately after the First Effective Time, Parent or Merger Sub Purchaser shall deposit, or cause to be deposited, with the Exchange Agent (i) evidence of Parent Common Stock issuable pursuant to Section 2.1(a3.1(a) in book-entry form equal to the aggregate Parent Common Stock portion of the Merger Consideration (excluding any Fractional Share Consideration), and (ii) cash in immediately available funds in an amount sufficient to pay the aggregate cash portion of the Merger Consideration, Fractional Share Consideration, Option Consideration payable to holders who are not current or former employees of the Company or any Company Subsidiary (“Non-Employee Option Consideration”) and any dividends under Section 2.2(f3.2(f) (such evidence of book-entry shares of Parent Common Stock and cash amounts, Table of Contents together with any dividends or other distributions with respect thereto, the “Exchange Fund”), in each case, for the sole benefit of the holders of shares of Company Common Stock and the persons entitled to receive the Non-Employee Option ConsiderationShares. In the event the Exchange Fund shall be insufficient to pay the aggregate Cash Consideration Portioncash portion of the Merger Consideration, Fractional Share Consideration, Non-Employee Option Consideration and any dividends under Section 2.2(f3.2(f), Parent shall, or shall cause Merger Sub Parent or Purchaser to, promptly deposit additional funds with the Exchange Agent in an amount which is equal to the deficiency in the amount required to make such payment. Parent shall cause the Exchange Agent to make, and the Exchange Agent shall make, delivery of the Merger Consideration, including payment of the Fractional Share Consideration, Non-Employee Option Consideration and any amounts payable in respect of dividends or other distributions on shares of Parent Common Stock in accordance withwith Section 3.2(f) out of the Exchange Fund in accordance with this Agreement. The Exchange Fund shall not be used for any purpose that is not expressly provided for in this Agreement. The cash portion of the Exchange Fund shall be invested by the Exchange Agent as reasonably directed by Parent; provided, however, that any investment of such cash shall in all events be limited to direct short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the U.S. government, in commercial paper rated P-1 or A-1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, respectively, or in certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $10 billion (based on the most recent financial statements of such bank that are then publicly available), and that no such investment or loss thereon shall affect the amounts payable to holders of Certificates or Book-Entry Shares pursuant to this Article III. Any interest and other income resulting from such investments shall be paid to the Surviving Company on the earlier of (A) one (1) year after the First Effective Time or (B) the full payment of the Exchange Fund.

Exchange Fund. Prior (a) At or prior to the Merger Effective Time, Parent or Merger Sub New Holdco shall designate a bank or trust company reasonably acceptable to the Company to act as the exchange agent in connection with the Merger (the “Exchange Agent”). The Exchange Agent shall also act as the agent for the Company’s stockholders for the purpose of receiving and holding their Certificates and Book-Entry Shares and shall obtain no rights or interests in the shares represented thereby. At or immediately after the Effective Time, Parent or Merger Sub shall deposit, or cause to be deposited, deposit with the Exchange Agent (i) evidence of Parent Stock issuable pursuant to Section 2.1(a) in book-entry form equal to the aggregate Parent Stock portion of the Merger Consideration (excluding any Fractional Share Consideration), and (ii) cash in immediately available funds in Representative an amount of cash and a number of New Holdco Common Shares sufficient to pay the aggregate cash portion of the Aggregate Merger Consideration, Fractional Share Consideration, Option Consideration payable as required to holders who are not current or former employees of the Company or any Company Subsidiary (“Non-Employee Option Consideration”) and any dividends under Section 2.2(f) be paid pursuant to this Agreement (such evidence of book-entry shares of Parent Stock cash and cash amounts, together with any dividends or other distributions with respect thereto, New Holdco Common Shares being hereinafter referred to as the “Exchange Fund”). (b) As promptly as reasonably practicable after the Merger Effective Time, the parties shall cause the Exchange Representative to deliver to each holder of record of Company Common Stock (i) a letter of transmittal in each casecustomary form, and (ii) instructions for use in effecting the sole benefit surrender of the holders Certificates in exchange for a portion of the Aggregate Merger Consideration in accordance with this Article III. Each holder of record of a Certificate shall, upon surrender to the Exchange Representative of such Certificate, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Representative, be entitled to receive in exchange therefor the amount of cash and the number of New Holdco Common Shares which the number of shares of Company Common Stock previously represented by such Certificate shall have been converted into the right to receive pursuant to Section 3.4, and the persons entitled Certificate so surrendered shall forthwith be canceled. Until surrendered as contemplated by this Section 3.16(b), each Certificate shall be deemed at any time after the Merger Effective Time to represent only the right to receive upon such surrender the Non-Employee Option Considerationapplicable portion of the Aggregate Merger Consideration which the holder thereof has the right to receive in respect of such Certificate pursuant to this Article III. In No interest shall be paid or will accrue on any cash payable to holders of Certificates pursuant to the event provisions of this Article III. (c) To the extent a Certificate is validly presented at the Closing in accordance with this Agreement, the Exchange Representative shall deliver to the holder thereof the Per Share Aggregate Consideration in respect of each share of Company Common Stock (or portion thereof in respect of any fractional shares) represented by such Certificate. All cash and New Holdco Common Shares paid upon the surrender of Certificates in accordance with the terms of this Article III shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares of Company Common Stock formerly represented by such Certificates. At the close of business on the day on which the Merger Effective Time occurs, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Company of the shares of Company Common Stock that were outstanding immediately prior to the Merger Effective Time. If, after the Merger Effective Time, any Certificate is presented to the Surviving Company for transfer, it shall be canceled against delivery of cash and New Holdco Common Shares to the holder thereof as provided in this Article III. (d) Any portion of the Exchange Fund that remains undistributed to the holders of the Certificates for six (6) months after the Merger Effective Time shall be insufficient delivered to pay the aggregate Cash Consideration PortionNew Holdco, Fractional Share Considerationupon demand, Non-Employee Option Consideration and any dividends under Section 2.2(fholders of the Certificates who have not theretofore complied with this Article III shall thereafter look only to New Holdco for, and New Holdco shall remain liable for, payment of their claims for the applicable portion of the Aggregate Merger Consideration pursuant to the provisions of this Article III. (e) None of Fund II (in its capacity as the Exchange Representative or otherwise), Parent shallJustice, or shall cause New Holdco, Merger Sub toLLC, promptly deposit additional funds with the Exchange Agent in an amount which is equal Company, the Surviving Company or any of their respective Affiliates shall be liable to the deficiency in the amount required to make such payment. Parent shall cause the Exchange Agent to make, and the Exchange Agent shall make, delivery of the Merger Consideration, including payment of the Fractional Share Consideration, Non-Employee Option Consideration and any amounts payable Person in respect of dividends any cash or New Holdco Common Shares from the Exchange Fund delivered to a public official in compliance with any applicable state, federal or other distributions abandoned property, escheat or similar Law. If any Certificate shall not have been surrendered prior to the date on shares which the related portion of Parent Stock the Aggregate Merger Consideration would escheat to or become the property of any Governmental Entity, any such portion of the Aggregate Merger Consideration shall, to the extent permitted by applicable Law, immediately prior to such time become the property of New Holdco, free and clear of all claims or interest of any Person previously entitled thereto. (f) The Exchange Representative shall not have any obligation to invest any cash or New Holdco Common Shares in the Exchange Fund. Notwithstanding anything to the contrary in this Agreement or any Ancillary Agreement, the parties hereby agree that, to the fullest extent permitted by Law, New Holdco shall indemnify and hold harmless the Exchange Representative for all Liabilities, costs and expenses incurred by the Exchange Representative in connection with or relating to the performance by the Exchange Representative of its obligations under this Agreement, other than for fraud, gross negligence or willful misconduct by the Exchange Representative in its capacity as such. (g) If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by New Holdco, the posting by such Person of a bond in such reasonable amount as New Holdco may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Representative shall deliver in exchange for such lost, stolen or destroyed Certificate the applicable portion of the Aggregate Merger Consideration in accordance withwith the terms of this Article III.

Exchange Fund. Prior to the Effective Time, Parent or Merger Sub Community shall designate a bank or trust company reasonably acceptable to the Company Steuben to act as the exchange agent in connection with the Merger (the “Exchange Agent”). The Exchange Agent shall also act as the agent for the CompanySteuben’s stockholders shareholders for the purpose of receiving and holding their Steuben Certificates and Book-Entry Shares and shall obtain no rights or interests in the shares represented thereby. At or immediately after the Effective Time, Parent or Merger Sub Community shall deposit, or cause to be deposited, with the Exchange Agent (i) evidence of Parent Community Common Stock issuable pursuant to Section 2.1(a) in book-entry form equal to the aggregate Parent Community Common Stock portion of the Merger Consideration (excluding any Fractional Share Consideration), and (ii) cash in immediately available funds in an amount sufficient to pay the aggregate cash portion of the Merger Consideration, Fractional Share Consideration, Option Consideration payable to holders who are not current or former employees of the Company or any Company Subsidiary (“Non-Employee Option Consideration”) and any dividends under Section 2.2(f) (such evidence of book-entry shares of Parent Community Common Stock and cash amounts, together with any dividends or other distributions with respect thereto, the “Exchange Fund”), in each case, for the sole benefit of the holders of shares of Company Steuben Common Stock and the persons entitled to receive the Non-Employee Option ConsiderationShares. In the event the Exchange Fund shall be insufficient to pay the aggregate Cash Consideration Portioncash portion of the Merger Consideration, Fractional Share Consideration, Non-Employee Option Consideration and any dividends under Section 2.2(f), Parent shall, or Community shall cause Merger Sub to, promptly deposit additional funds with the Exchange Agent in an amount which is equal to the deficiency in the amount required to make such payment. Parent Community shall cause the Exchange Agent to make, and the Exchange Agent shall make, delivery of the Merger Consideration, including payment of the Fractional Share Consideration, Non-Employee Option Consideration and any amounts payable in respect of dividends or other distributions on shares of Parent Community Common Stock in accordance withwith Section 2.2(f) out of the Exchange Fund in accordance with this Agreement. The Exchange Fund shall not be used for any purpose that is not expressly provided for in this Agreement. The cash portion of the Exchange Fund shall be invested by the Exchange Agent as reasonably directed by Community; provided, however, that no such investment or loss thereon shall affect the amounts payable to holders of Steuben Certificates or Book-Entry Shares pursuant to this Article 2. Any interest and other income resulting from such investments shall be paid to Community on the earlier of (A) one (1) year after the Effective Time or (B) the full payment of the Exchange Fund.

Exchange Fund. Prior to the Effective Time, Parent or Merger Sub SBC shall designate a bank or trust company reasonably acceptable to the Company Holdings to act as the exchange agent in connection with the Merger (the “Exchange Agent”). The Exchange Agent shall also act as the agent for the Company’s stockholders Holdings’ shareholders for the purpose of receiving and holding their Election Forms and Holdings Certificates and Book-Entry Shares and shall obtain no rights or interests in the shares represented thereby. At or immediately after the Effective Time, Parent or Merger Sub SBC shall deposit, or cause to be deposited, with the Exchange Agent (i) evidence of Parent SBC Common Stock issuable pursuant to Section 2.1(a) in book-entry form equal to the aggregate Parent SBC Common Stock portion of the Merger Consideration (excluding any Fractional Share Consideration), and (ii) cash in immediately available funds in an amount sufficient to pay the aggregate cash portion of the Merger Consideration, Fractional Share Consideration, Option Consideration payable to holders who are not current or former employees of the Company or any Company Subsidiary (“Non-Employee Option Consideration”) and any dividends under Section 2.2(f2.3(f) (such evidence of book-entry shares of Parent SBC Common Stock and cash amounts, together with any dividends or other distributions with respect thereto, the “Exchange Fund”), in each case, for the sole benefit of the holders of shares of Company Holdings Common Stock and the persons entitled to receive the Non-Employee Option ConsiderationStock. In the event the Exchange Fund shall be insufficient to pay the aggregate Cash Consideration Portioncash portion of the Merger Consideration, Fractional Share Consideration, Non-Employee Option Consideration and any dividends under Section 2.2(f2.3(f), Parent shall, or SBC shall cause Merger Sub to, promptly deposit additional funds with the Exchange Agent in an amount which is equal to the deficiency in the amount required to make such payment. Parent SBC shall cause the Exchange Agent to make, and the Exchange Agent shall make, delivery of the Merger Consideration, including payment of the Fractional Share Consideration, Non-Employee Option Consideration and any amounts payable in respect of dividends or other distributions on shares of Parent SBC Common Stock in accordance withwith Section 2.3(f) out of the Exchange Fund in accordance with this Agreement. The Exchange Fund shall not be used for any purpose that is not expressly provided for in this Agreement. The cash portion of the Exchange Fund shall be invested by the Exchange Agent as reasonably directed by SBC; provided, however, that no such investment or loss thereon shall affect the amounts payable to holders of Holdings Certificates or Book-Entry Shares pursuant to this Article 2. Any interest and other income resulting from such investments shall be paid to SBC on the earlier of (A) one (1) year after the Effective Time or (B) the full payment of the Exchange Fund.

Exchange Fund. Prior to the Effective Time, Parent or Merger Sub shall designate appoint a commercial bank or trust company or such other party as is reasonably acceptable satisfactory to the Company to act as the exchange agent in connection with hereunder for the purpose of exchanging Certificates and Book Entry Shares for the Per Share Merger Consideration, Series A Per Share Amount, Series B-2 Per Share Amount and Series C-1 Per Share Amount (the “Exchange Agent”). The ) and shall enter into an agreement reasonably acceptable to the Company with the Exchange Agent shall also act as relating to the agent for services to be performed by the Company’s stockholders for the purpose of receiving and holding their Certificates and Book-Entry Shares and shall obtain no rights or interests in the shares represented therebyExchange Agent. At or immediately after substantially concurrently with the Effective Time, Parent shall or Merger Sub shall deposit, or cause the Surviving Corporation to be deposited, (i) (A) deposit with the Exchange Agent (i) evidence Parent Depositary Shares evidencing the number of Parent Stock Depositary Shares that are issuable pursuant to Section 2.1(a2.6 or (B) in provide the Exchange Agent an uncertificated Parent Depositary Share book-entry form equal representing the number of Parent Depositary Shares that are issuable pursuant to the aggregate Parent Stock portion of the Merger Consideration (excluding any Fractional Share Consideration)Section 2.6, and (ii) deposit with the Exchange Agent cash in immediately available funds in an amount sufficient to pay the aggregate cash portion for payment of the Merger ConsiderationSeries A Per Share Amount, Fractional Series B-2 Per Share ConsiderationAmount and Series C-1 Per Share Amount, Option Consideration payable to holders who are not current or former employees and (iii) deposit with the Exchange Agent cash in an amount sufficient for payment in lieu of the Company or any Company Subsidiary (“Non-Employee Option Consideration”) and any dividends under Section 2.2(f) (such evidence of book-entry fractional shares of Parent Common Stock and cash amountsto which holders of Common Stock may be entitled pursuant to Section 2.6(e), together with any dividends or other distributions with respect thereto, the “Exchange Fund”thereto as provided in Section 2.6(f), in each case, case to be held by the Exchange Agent in trust for the sole benefit of the holders of shares of Company capital stock of the Company, are referred to herein as the “Exchange Fund.” The Exchange Agent shall deliver the Per Share Merger Consideration, the Series A Per Share Amount, Series B-2 Per Share Amount and Series C-1 Per Share Amount, cash in lieu of any fractional shares of Common Stock and the persons entitled to receive the Non-Employee Option Consideration. In the event the Exchange Fund shall be insufficient to pay the aggregate Cash Consideration Portion, Fractional Share Consideration, Non-Employee Option Consideration and any dividends under Section 2.2(f), Parent shall, or shall cause Merger Sub to, promptly deposit additional funds with the Exchange Agent in an amount which is equal to the deficiency in the amount required to make such payment. Parent shall cause the Exchange Agent to make, and the Exchange Agent shall make, delivery of the Merger Consideration, including payment of the Fractional Share Consideration, Non-Employee Option Consideration and any amounts payable in respect of dividends or other distributions on shares contemplated to be paid for capital stock of the Company pursuant to this Agreement out of the Exchange Fund as contemplated hereby. The Exchange Fund shall not be used for any other purpose whatsoever. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the Parent Stock in accordance withDepositary Shares held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed after the deposit of such Exchange Fund with respect thereto for the account of Persons entitled thereto.

Exchange Fund. Prior to the Effective Time, Parent or Merger Sub the Company shall designate a bank or trust company reasonably acceptable to the Company Parent to act as the exchange agent in connection with the Merger (the “Exchange Agent”). The Exchange Agent shall also act as the agent for the Company’s stockholders for the purpose of receiving and holding their Certificates and Book-Entry Shares and shall obtain no rights or interests in the shares represented thereby. At or immediately after prior to the Effective Time, Parent or Merger Sub shall deposit, or cause to be deposited, with the Exchange Agent (i) evidence of Parent Stock Shares issuable pursuant to Section 2.1(a) in book-entry form equal to the aggregate Parent Stock portion of the Merger Consideration (excluding any Fractional Share Consideration), and (ii) cash in immediately available funds in an amount sufficient to pay the aggregate cash portion of the Merger Consideration, Fractional Share Consideration, Option Consideration payable to holders who are not current or former employees of the Company or any Company Subsidiary (“Non-Employee Option Consideration”) and any dividends under Section 2.2(f) (such evidence of book-entry shares of Parent Stock Shares and cash amounts, together with any dividends or other distributions with respect thereto, the “Exchange Fund”), in each case, for the sole benefit of the holders of shares of Company Common Stock and the persons entitled to receive the Non-Employee Option ConsiderationStock. In the event the Exchange Fund shall be insufficient to pay the aggregate Cash Consideration Portion, Fractional Share Consideration, Non-Employee Option Consideration and any dividends under Section 2.2(f), Parent shall, or shall cause Merger Sub to, promptly deposit additional funds with the Exchange Agent in an amount which is equal to the deficiency in the amount required to make such payment. Parent shall cause the Exchange Agent to make, and the Exchange Agent shall make, delivery of the Merger Consideration, including payment of the Fractional Share Consideration, Non-Employee Option Consideration and any amounts payable in respect of dividends or other distributions on shares of Parent Stock Shares in accordance withwith Section 2.2(f) out of the Exchange Fund in accordance with this Agreement. The Exchange Fund shall not be used for any purpose that is not expressly provided for in this Agreement. The cash portion of the Exchange Fund shall be invested by the Exchange Agent as reasonably directed by Parent; provided, however, that any investment of such cash shall in all events be limited to direct short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the U.S. government, in commercial paper rated P-1 or A-1 or better by Mxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, respectively, or in certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $10 billion (based on the most recent financial statements of such bank that are then publicly available), and that no such investment or loss thereon shall affect the amounts payable to holders of Certificates or Book-Entry Shares entitled to receive such amounts pursuant to this Article II. Any interest and other income resulting from such investments shall be paid to the Surviving Corporation on the earlier of (A) one (1) year after the Effective Time or (B) the full payment of the Exchange Fund.

Exchange Fund. Prior to the First Effective Time, Parent Parent, US Holdco or Merger Sub 1 shall designate a bank or trust company reasonably acceptable to the Company to act as the exchange agent in connection with the First Merger (the “Exchange Agent”). The Exchange Agent shall also act as the agent for the Company’s stockholders for the purpose of receiving and holding their Election Forms and Certificates and Book-Entry Shares and shall obtain no rights or interests in the shares represented thereby. At or immediately after the First Effective Time, Parent Parent, US Holdco or Merger Sub 1 shall deposit, or cause to be deposited, with the Exchange Agent (i) evidence of Parent Stock issuable pursuant to Section 2.1(a) in book-entry form equal to the aggregate Parent Stock portion of the Merger Consideration (excluding any Fractional Share Consideration), and (ii) cash in immediately available funds in an amount sufficient to pay the aggregate cash portion of the Merger Consideration, Fractional Share Consideration, Option Consideration payable to holders who are not current or former employees of the Company or any Company Subsidiary (“Non-Employee Option Consideration”) and any dividends under Section 2.2(f2.3(f) (such evidence of book-entry shares of Parent Stock and cash amounts, together with any dividends or other distributions with respect thereto, the “Exchange Fund”), in each case, for the sole benefit of the holders of shares of Company Common Stock and the persons entitled to receive the Non-Employee Option ConsiderationStock. In the event the Exchange Fund shall be insufficient to pay the aggregate Cash Consideration Portioncash portion of the Merger Consideration, Fractional Share Consideration, Non-Employee Option Consideration and any dividends under Section 2.2(f2.3(f), Parent shall, or shall cause US Holdco or Merger Sub 1 to, promptly deposit additional funds with the Exchange Agent in an amount which is equal to the deficiency in the amount required to make such payment. Parent shall cause the Exchange Agent to make, and the Exchange Agent shall make, delivery of the Merger Consideration, including payment of the Fractional Share Consideration, Non-Employee Option Consideration and any amounts payable in respect of dividends or other distributions on shares of Parent Stock in accordance withwith Section 2.3(f) out of the Exchange Fund in accordance with this Agreement. The Exchange Fund shall not be used for any purpose that is not expressly provided for in this Agreement. The cash portion of the Exchange Fund shall be invested by the Exchange Agent as reasonably directed by Parent; provided, however, that any investment of such cash shall in all events be limited to direct short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the U.S. government, in commercial paper rated P-1 or A-1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, respectively, or in certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $10 billion (based on the most recent financial statements of such bank that are then publicly available), and that no such investment or loss thereon shall affect the amounts payable to holders of Certificates or Book-Entry Shares pursuant to this Article II. Any interest and other income resulting from such investments shall be paid to the Surviving Company on the earlier of (A) one (1) year after the First Effective Time or (B) the full payment of the Exchange Fund.

Exchange Fund. Prior (a) At or prior to the Merger Effective Time, Parent or Merger Sub shall designate a bank or trust company reasonably acceptable to the Company to act as the exchange agent in connection deposit with the Merger (the “Exchange Agent”). The Exchange Agent shall also act as the agent for the Company’s stockholders for the purpose of receiving and holding their Certificates and Book-Entry Shares and shall obtain no rights or interests in the shares represented thereby. At or immediately after the Effective Time, Parent or Merger Sub shall deposit, or cause to be deposited, deposited with the Exchange Agent an amount of cash and make available to the Exchange Agent a number of shares of Parent Common Stock sufficient to pay the Aggregate Merger Consideration as required to be paid pursuant to this Agreement (such cash and shares of Parent Common Stock being hereinafter referred to as the "Exchange Fund"). (b) Prior to the Merger Effective Time, the Parties shall cause the Exchange Agent to deliver to each holder of record of Company Common Stock (i) evidence a letter of Parent Stock issuable pursuant to Section 2.1(a) transmittal in book-entry form equal to the aggregate Parent Stock portion of the Merger Consideration (excluding any Fractional Share Consideration)customary form, and (ii) cash instructions for use in immediately available funds effecting the surrender of the Certificates in an amount sufficient to pay the aggregate cash exchange for a portion of the Aggregate Merger ConsiderationConsideration in accordance with this Article II. Each holder of record of a Certificate shall, Fractional Share Considerationupon surrender to the Exchange Agent of such Certificate, Option Consideration payable together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, be entitled to holders who are not current or former employees receive, from and after the Merger Effective Time, in exchange therefor the amount of cash and the Company or any Company Subsidiary (“Non-Employee Option Consideration”) and any dividends under Section 2.2(f) (such evidence number of book-entry shares of Parent Common Stock and cash amounts, together with any dividends or other distributions with respect thereto, which the “Exchange Fund”), in each case, for the sole benefit of the holders number of shares of Company Common Stock previously represented by such Certificate shall have been converted into the right to receive pursuant to Section 2.4, and the persons entitled Certificate so surrendered shall forthwith be canceled. Until surrendered as contemplated by this Section 2.15(b), each Certificate shall be deemed at any time after the Merger Effective Time to represent only the right to receive upon such surrender the Non-Employee Option Considerationapplicable portion of the Aggregate Merger Consideration which the holder thereof has the right to receive in respect of such Certificate pursuant to this Article II. In the event the Exchange Fund No interest shall be insufficient paid or will accrue on any cash payable to pay the aggregate Cash Consideration Portion, Fractional Share Consideration, Non-Employee Option Consideration and any dividends under Section 2.2(f), Parent shall, or shall cause Merger Sub to, promptly deposit additional funds with the Exchange Agent in an amount which is equal holders of Certificates pursuant to the deficiency provisions of this Article II. (c) To the extent a Certificate is validly presented at the Closing in the amount required to make such payment. Parent shall cause the Exchange Agent to makeaccordance with this Agreement, and the Exchange Agent shall make, delivery deliver to the holder thereof the applicable portion of the Aggregate Merger Consideration, including payment of the Fractional Share Consideration, Non-Employee Option Consideration and any amounts payable in respect of dividends each share of Company Common Stock (or other distributions portion thereof in respect of any fractional shares) represented by such Certificate. All cash and shares of Company Common Stock paid upon the surrender of Certificates in accordance with the terms of this Article II shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares of Company Common Stock formerly represented by such Certificates. At the Merger Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Company Common Stock that were outstanding immediately prior to the Merger Effective Time. If, after the Merger Effective Time, any Certificate is presented to the Surviving Corporation (or the Surviving Company) for transfer, it shall be canceled against delivery of cash and shares of Parent Common Stock to the holder thereof as provided in this Article II. (d) Any portion of the Exchange Fund that remains undistributed to the holders of the Certificates for six (6) months after the Merger Effective Time shall be delivered to Parent, upon demand, and any holders of the Certificates who have not theretofore complied with this Article II shall thereafter look only to Parent for, and Parent shall remain liable for, payment of their claims for the applicable portion of the Aggregate Merger Consideration pursuant to the provisions of this Article II. (e) None of the Parties, the Surviving Corporation, the Surviving Company or any of their respective Affiliates or Representatives shall be liable to any Person in respect of any cash or shares of Parent Common Stock from the Exchange Fund delivered to a public official in compliance with any applicable state, federal or other abandoned property, escheat or similar Law. If any Certificate shall not have been surrendered prior to the date on which the related portion of the Aggregate Merger Consideration would escheat to or become the property of any Governmental Entity, any such portion of the Aggregate Merger Consideration shall, to the extent permitted by applicable Law, immediately prior to such time, become the property of Parent, free and clear of all claims or interest of any Person previously entitled thereto. (f) If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by Parent, the posting by such Person of a bond in such reasonable amount as Parent may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent shall deliver in exchange for such lost, stolen or destroyed Certificate the applicable portion of the Aggregate Merger Consideration in accordance withwith the terms of this Article II.

Exchange Fund. Prior to the Company Merger Effective Time, Parent or Merger Sub shall designate a bank or trust company reasonably acceptable to the American Stock Transfer & Trust Company to act as the exchange agent in connection with the Merger Mergers (the “Exchange Agent”). The Exchange Agent shall also act as Prior to the agent for the Company’s stockholders for the purpose of receiving and holding their Certificates and Book-Entry Shares and shall obtain no rights or interests in the shares represented thereby. At or immediately after the Company Merger Effective Time, Parent or Merger Sub shall deposit, or cause Merger Sub or Partnership Merger Sub to be depositeddeposit, with the Exchange Agent (i) evidence of Parent Common Stock issuable pursuant to Section 2.1(a) in book-entry form issuable pursuant to Section 2.1(a)(i) and Section 2.1(b)(i) equal to the aggregate Parent Stock portion of the Merger Consideration (excluding any Fractional Share Consideration), and (ii) cash in immediately available funds in an amount sufficient to pay the aggregate cash portion of the Merger Cash Consideration, Fractional Share Consideration, Option Consideration payable to holders who are not current or former employees of the Company or any Company Subsidiary (“Non-Employee Option Consideration”) and any dividends or other distributions under Section 2.2(f) (such evidence of book-entry shares of Parent Common Stock and cash amounts, together with any dividends or other distributions with respect thereto, the “Exchange Fund”), in each case, for the sole benefit of the holders of shares of Company Common Stock Stock, holders of Partnership Units and the persons entitled Surviving Entity (solely to receive the Non-Employee Option Considerationextent any amounts in the Exchange Fund are in excess of the amounts payable pursuant to Section 2.1(a)(i) and Section 2.1(b)(i)). In the event the Exchange Fund shall be insufficient to pay the aggregate Cash Consideration PortionConsideration, Fractional Share Consideration, Non-Employee Option Consideration and any dividends or other distributions under Section 2.2(f), Parent shall, or shall cause Merger Sub or Partnership Merger Sub to, promptly deposit additional funds with the Exchange Agent in an amount which is equal to the deficiency in the amount required to make such payment. Parent shall cause the Exchange Agent to make, and the Exchange Agent shall make, delivery of the Merger Consideration, including payment of the Fractional Share Consideration, Non-Employee Option Consideration and any amounts payable in respect of dividends or other distributions on shares of Parent Common Stock in accordance withwith Section 2.2(f) out of the Exchange Fund in accordance with this Agreement. The Exchange Fund shall not be used for any purpose that is not expressly provided for in this Agreement. The cash portion of the Exchange Fund shall be invested by the Exchange Agent as reasonably directed by Parent; provided, however, that any investment of such cash shall in all events be limited to direct short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the U.S. government, in commercial paper rated P-1 or A-1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, respectively, or in certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $10 billion (based on the most recent financial statements of such bank that are then publicly available), and that no such investment or loss thereon shall affect the amounts payable to holders of Certificates, Book-Entry Shares or Partnership Units pursuant to this Article II. Any interest and other income resulting from such investments shall be paid to the Surviving Entity on the earlier of (i) one (1) year after the Company Merger Effective Time or (ii) the full payment of the Exchange Fund; provided, that any amounts in the Exchange Fund in excess of the amounts payable under Section 2.1(a)(i) and Section 2.1(b)(i) shall be promptly paid to the Surviving Entity.

Exchange Fund. Prior to the Effective Time, Parent or Merger Sub shall designate a bank or trust company reasonably acceptable to the Company to act as the exchange agent in connection with the Merger (the “Exchange Agent”). The Exchange Agent shall also act as the agent for the Company’s stockholders Company Stockholders for the purpose of receiving and holding their Certificates and Book-Entry Shares and shall obtain no rights or interests in the shares represented thereby. At or immediately after the Effective Time, Parent or Merger Sub shall deposit, or cause to be deposited, with the Exchange Agent (i) evidence of Parent Class A Common Stock issuable pursuant to Section 2.1(a) in book-entry form equal to the aggregate Parent Stock portion of the Merger Consideration (excluding any Fractional Share Consideration), ) payable pursuant to Section 2.1(a) and (ii) cash in immediately available funds in an amount sufficient to pay the aggregate cash portion of the Merger Consideration, Fractional Share ConsiderationConsideration in accordance with Section 2.5, Option Consideration payable to holders who are not current or former employees of the Company or any Company Subsidiary (“Non-Employee Option Consideration”) and any dividends or other distributions under Section 2.2(f) (such evidence of book-entry shares of Parent Class A Common Stock and cash amounts, together with any dividends or other distributions with respect thereto, the “Exchange Fund”), in each case, for the sole benefit of the holders of shares of Company Common Stock and the persons entitled to receive the Non-Employee Option ConsiderationStock. In the event the Exchange Fund shall be insufficient to pay the aggregate Cash Consideration Portion, Fractional Share Consideration, Non-Employee Option Consideration in accordance with Section 2.5 and any dividends or other distributions under Section 2.2(f), Parent shallshall promptly deposit, or shall cause Merger Sub toto be deposited, promptly deposit additional funds with the Exchange Agent in an amount which that is equal to the deficiency in the amount shortfall that is required to make such payment. Parent shall cause the Exchange Agent to make, and the Exchange Agent shall make, delivery of the Merger Consideration, including payment of the Fractional Share ConsiderationConsideration in accordance with Section 2.5, Non-Employee Option Consideration and any amounts payable in respect of dividends or other distributions on shares of Parent Class A Common Stock in accordance withwith Section 2.2(f), out of the Exchange Fund in accordance with this Agreement. The Exchange Fund shall not be used for any purpose that is not expressly provided for in this Agreement. The cash portion of the Exchange Fund shall be invested by the Exchange Agent as reasonably directed by Parent; provided, however, that any investment of such cash shall in all events be limited to direct short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the U.S. government, in commercial paper rated P-1 or A-1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, respectively, or in certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $10 billion (based on the most recent financial statements of such bank that are then publicly available), and that no such investment or loss thereon shall affect the amounts payable to holders of Certificates or Book-Entry Shares pursuant to this Article II. Any interest and other income resulting from such investments shall be paid to Parent.

Exchange Fund. Prior to the First Effective Time, Parent or Merger Sub Purchaser shall designate a bank or trust company reasonably acceptable to the Company to act as the exchange agent in connection with the First Merger (the “Exchange Agent”). The Exchange Agent shall also act as the agent for the Company’s stockholders for the purpose of receiving and holding their Form of Election in Merger and Certificates and Book-Entry Shares and shall obtain no rights or interests in the shares represented thereby. At or immediately after the First Effective Time, Parent or Merger Sub Purchaser shall deposit, or cause to be deposited, with the Exchange Agent (i) evidence of Parent Common Stock issuable pursuant to Section 2.1(a3.1(a) in book-entry form equal to the aggregate Parent Common Stock portion of the Merger Consideration (excluding any Fractional Share Consideration), and (ii) cash in immediately available funds in an amount sufficient to pay the aggregate cash portion of the Merger Consideration, Fractional Share Consideration, Option Consideration payable to holders who are not current or former employees of the Company or any Company Subsidiary (“Non-Employee Option Consideration”) and any dividends under Section 2.2(f3.2(f) (such evidence of book-entry shares of Parent Common Stock and cash amounts, together with any dividends or other distributions with respect thereto, the “Exchange Fund”), in each case, for the sole benefit of the holders of shares of Company Common Stock and the persons entitled to receive the Non-Employee Option ConsiderationShares. In the event the Exchange Fund shall be insufficient to pay the aggregate Cash Consideration Portioncash portion of the Merger Consideration, Fractional Share Consideration, Non-Employee Option Consideration and any dividends under Section 2.2(f3.2(f), Parent shall, or shall cause Merger Sub Parent or Purchaser to, promptly deposit additional funds with the Exchange Agent in an amount which is equal to the deficiency in the amount required to make such payment. Parent shall cause the Exchange Agent to make, and the Exchange Agent shall make, delivery of the Merger Consideration, including payment of the Fractional Share Consideration, Non-Employee Option Consideration and any amounts payable in respect of dividends or other distributions on shares of Parent Common Stock in accordance withwith Section 3.2(f) out of the Exchange Fund in accordance with this Agreement. The Exchange Fund shall not be used for any purpose that is not expressly provided for in this Agreement. The cash portion of the Exchange Fund shall be invested by the Exchange Agent as reasonably directed by Parent; provided, however, that any investment of such cash shall in all events be limited to direct short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the U.S. government, in commercial paper rated P-1 or A-1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, respectively, or in certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $10 billion (based on the most recent financial statements of such bank that are then publicly available), and that no such investment or loss thereon shall affect the amounts payable to holders of Certificates or Book-Entry Shares pursuant to this Article III. Any interest and other income resulting from such investments shall be paid to the Surviving Company on the earlier of (A) one (1) year after the First Effective Time or (B) the full payment of the Exchange Fund.