Common use of Exchange Fund Clause in Contracts

Exchange Fund. Prior to the Effective Time, Parent shall designate the transfer agent of the Parent Common Shares or a bank, trust company or similar institution 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 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. Prior to or concurrently with the Effective Time, Parent or Merger Sub, as applicable, shall deposit, or cause to be deposited, with the Exchange Agent (i) evidence of Parent Common Shares issuable pursuant to Section 2.1(a) in book entry form equal to the aggregate Merger Consideration (excluding any Fractional Share Consideration) and (ii) cash in immediately available funds in an amount sufficient to pay the aggregate Fractional Share Consideration in accordance with Section 2.6, and any dividends or other distributions under Section 2.2(f) (such evidence of book-entry Parent Common 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 Company Stockholders; provided that no such deposits shall be required to be made with respect to any Cancelled Shares. In the event the Exchange Fund shall be insufficient to pay the aggregate Fractional Share Consideration in accordance with Section 2.6, together with the amounts, if any, payable pursuant to Section 2.2(f), Parent shall promptly deposit, or cause to be deposited, additional funds with the Exchange Agent in an amount 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 Consideration in accordance with Section 2.6, together with any amounts payable pursuant to 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. Any loss of any funds included in the Exchange Fund shall not alter Parent’s obligation to cause to be paid the Fractional Share Consideration.

Exchange Fund. Prior to the Effective Time, Parent shall designate the transfer appoint an exchange agent of the selected by Parent Common Shares or a bank, trust company or similar institution 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 Merger Consideration in respect of Company Stockholders for 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. Prior to or concurrently with At the Effective Time, Parent or Merger Sub, as applicable, shall deposit, or cause to be deposited, deposit with the Exchange Agent Agent, in trust for the benefit of the holders of shares of Company Securities, (i) evidence Parent Certificates representing shares of Parent Common Shares issuable Stock Consideration to be issued pursuant to Section 2.1(a2.4(c)(i) in book entry form equal and Section 2.4(c)(iv) and delivered pursuant to the aggregate Merger Consideration (excluding any Fractional Share ConsiderationSection 2.5(b) and (ii) cash for payment in immediately available funds in an amount sufficient lieu of fractional shares pursuant to pay the aggregate Fractional Share Consideration in accordance with Section 2.6, and any dividends or other distributions under Section 2.2(f) (such evidence 2.5(e). Such shares of book-entry Parent Common Shares and cash amountsStock, together with any interest, dividends or other distributions with respect theretothereto (as provided in Section 2.5(c)) and such cash, are referred to herein as the “Exchange Fund”).” The Exchange Agent, in each casepursuant to irrevocable instructions consistent with the terms of this Agreement given on the Closing Date, for shall deliver the sole benefit of the Company Stockholders; provided that no such deposits shall be required Parent Common Stock to be made with respect to any Cancelled Shares. In the event the Exchange Fund shall be insufficient to pay the aggregate Fractional Share Consideration in accordance with Section 2.6, together with the amounts, if any, payable issued pursuant to Section 2.2(f), Parent shall promptly deposit, or cause to be deposited, additional funds with the Exchange Agent 2.4(c)(i) and Section 2.4(c)(iv) as well as cash in an amount that is required to make such payment. Parent shall cause the Exchange Agent to make, and the Exchange Agent shall make, delivery lieu of the Merger Consideration, including payment of the Fractional Share Consideration in accordance with Section 2.6, together with any amounts payable fractional shares pursuant to Section 2.2(f), 2.5(e) out of the Exchange Fund in accordance with this Agreement. The Fund, and the Exchange Fund shall not be used for any other purpose whatsoever; provided that is not expressly provided for in this Agreement. Any loss the Exchange Agent shall invest or hold the cash portion of any funds included in 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 payable to the holders of the Company Securities and following any losses, 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 alter Parent’s obligation be entitled to cause vote or exercise any rights of ownership with respect to be the Parent Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto after the Fractional Share Considerationestablishment of such Exchange Fund for the account of Persons entitled thereto.

Exchange Fund. Prior to the Merger Effective Time, Parent shall designate the transfer agent of the Parent Common Shares or a bank, trust company or similar institution reasonably acceptable to the Company to act as the an exchange agent in connection with the Merger (the “Exchange Agent”). The Exchange Agent shall also act as the agent for the 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. Prior to or concurrently with the Merger Effective Time, Parent or Merger Sub, as applicable, shall deposit, or cause Merger Sub to be depositeddeposit, with the Exchange Agent (i) evidence of Parent Common Shares Stock in book-entry form issuable pursuant to Section 2.1(a) in book entry form equal to the aggregate Merger Consideration number of shares of Parent Common Stock to be issued pursuant to Section 2.1 (excluding any Fractional Share Consideration) ), and (ii) cash in immediately available funds in an amount sufficient to pay the aggregate Fractional Share Consideration in accordance with Section 2.6, and any dividends or other distributions under Section 2.2(f) (such evidence of book-entry shares of Parent Common Shares 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 Stockholders; provided that no such deposits shall be required Common Stock and the Surviving Entity (in the case of the Surviving Entity, solely to be made with respect the extent any amounts in the Exchange Fund are in excess of the amounts payable pursuant to any Cancelled SharesSection 2.1(a)). In the event the Exchange Fund shall be insufficient to pay the aggregate Fractional Share Consideration in accordance with Section 2.6, together with the amounts, if any, payable pursuant to and any dividends or other distributions under Section 2.2(f), Parent shall promptly depositshall, or shall cause to be depositedMerger Sub to, promptly deposit additional funds with the Exchange Agent in an amount that 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 Considerationshares of Parent Common Stock for which shares of Company Common Stock are to be exchanged, including payment of the any Fractional Share Consideration and any amounts payable in accordance with Section 2.6, together with any amounts payable pursuant to 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 loss interest and other income resulting from such investments shall be paid to the Surviving Entity on the earlier of one (1) year after the Merger Effective Time or the aggregate number of shares of Parent Common Stock to be issued pursuant to Section 2.1 and aggregate Fractional Share Consideration has been paid in full; provided, that any funds included amounts in the Exchange Fund in excess of the amounts payable under Section 2.1(a) shall not alter Parent’s obligation be promptly paid to cause to be paid the Fractional Share ConsiderationSurviving Entity.

Exchange Fund. Prior to the Effective Time, Parent shall designate the transfer agent of the Parent Common Shares a bank or a bank, trust company or similar institution 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 Stockholders for the purpose of receiving and holding their Certificates and Book Book-Entry Shares and shall obtain no rights or interests in the shares represented thereby. Prior to At or concurrently with immediately after the Effective Time, Parent or Merger Sub, as applicable, shall deposit, or cause to be deposited, with the Exchange Agent (i) evidence of the aggregate amount of shares of Parent Common Shares Stock issuable pursuant to Section 2.1(a3.1(a) in book book-entry form equal to pay for the aggregate Merger Consideration (excluding any Fractional Share Consideration) and (ii) cash in immediately available funds in an amount sufficient to pay the aggregate Fractional Share Consideration in accordance with Section 2.6, and any dividends or other distributions under Section 2.2(f3.2(f) (such evidence of book-entry shares of Parent Common Shares 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 Company Stockholders; provided that no such deposits shall be required to be made with respect to any Cancelled SharesCommon Stock. In the event that the Exchange Fund shall be insufficient to pay the aggregate amount of Merger Consideration or Fractional Share Consideration in accordance with Section 2.6, together with the amounts, if any, payable pursuant to Section 2.2(f)Consideration, Parent shall promptly depositdeposit additional Parent Common Stock or funds, or cause to be depositedas applicable, additional funds with the Exchange Agent in an amount 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 Consideration in accordance with Section 2.63.5, together with and any amounts payable pursuant to in respect of dividends or other distributions on shares of Parent Common Stock in accordance with Section 2.2(f), 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. Any loss 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 funds 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 not alter Parent’s obligation cause the Surviving Company to, promptly replace or restore the cash in the Exchange Fund so as to cause ensure that the Exchange Fund is at all times maintained at a level sufficient for the Exchange Agent to be paid the Fractional Share Considerationmake such payments contemplated by this this Section 3.2(a).

Exchange Fund. Prior to the Effective Time, Parent shall designate the transfer agent of the Parent Common Shares a bank or a bank, trust company or similar institution 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 Stockholders 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 Book 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. Prior to At or concurrently with immediately after the Effective Time, Parent or Merger Sub, as applicable, shall deposit, or cause to be deposited, with the Exchange Agent (i) evidence of Parent Common Shares issuable pursuant to Section 2.1(a) in book entry form equal to the aggregate Merger Consideration (excluding any Fractional Share Consideration) and (ii) cash in immediately available funds in an amount sufficient to pay the aggregate Fractional Share Upfront Consideration in accordance with Section 2.6, and any dividends or other distributions under Section 2.2(f) (such evidence of book-entry Parent Common 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 Stockholders; provided that no such deposits Common Stock. For the avoidance of doubt, Parent shall not be required to be made with respect deposit any funds relate to any Cancelled SharesCVR with the Rights Agent unless and until such deposit is required pursuant to the terms of the CVR Agreement. In the event the Exchange Fund shall be insufficient to pay the aggregate Fractional Share Consideration in accordance with Section 2.6, together with the amounts, if any, payable pursuant to Section 2.2(f)Upfront Consideration, Parent shall promptly deposit, or cause to be promptly deposited, additional funds with the Exchange Agent in an amount that 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 Upfront Consideration in accordance with Section 2.6, together with any amounts payable pursuant to 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. Any The Exchange Fund shall be invested by the Exchange Agent as reasonably directed by Xxxxxx; 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 funds included in such loss, Parent shall fund additional cash amounts into the Exchange Fund shall not alter Parent’s obligation to cause enable such payments to be paid made. Any interest or other income from such investments shall be payable to Parent or the Fractional Share ConsiderationSurviving 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 As of the Effective Time, Parent shall designate the transfer agent of the Parent Common Shares or a bankhave deposited with Computershare Trust Company, trust company or similar institution reasonably acceptable to the Company to act as the exchange agent in connection with the Merger N.A., (the “Exchange Agent”). The Exchange Agent shall also act as the agent ) for the Company Stockholders benefit of the holders of shares of Napa Common Stock, for exchange in accordance with this Section 3.03 through the purpose of receiving and holding their Certificates and Book Entry Shares and shall obtain no rights or interests in Exchange Agent, certificates representing the shares represented thereby. Prior to or concurrently with the Effective Time, Parent or Merger Sub, as applicable, shall deposit, or cause to be deposited, with the Exchange Agent (i) evidence of Parent Common Shares issuable pursuant to Section 2.1(a) in book entry form Stock equal to the aggregate Merger Consideration (excluding any Fractional Share Consideration) product of the number of Napa Common Stock issued and (ii) outstanding immediately prior to the Effective Time multiplied by the Exchange Ratio and the amount of estimated cash in immediately available funds in an amount sufficient to pay the aggregate Fractional Share Consideration in accordance with Section 2.6, and any dividends or other distributions under Section 2.2(f) fractional shares (such evidence of book-entry Parent Common Shares and cash amounts, together with any dividends or other distributions with respect thereto, the “Exchange Fund”). (b) Forms. Parent shall direct the Exchange Agent to mail not more than three (3) Business Days after the Effective Time to each holder of record of a certificate or certificates of Napa Common Stock (the “Certificates”): (i) a letter of transmittal (which shall specify that delivery shall be effected, in each caseand risk of loss and title to the Certificates shall pass, for the sole benefit only upon delivery of the Company Stockholders; provided that no Certificates to the Exchange Agent), and (ii) instructions for use in effecting the surrender of the Certificates. Upon surrendering of a Certificate for cancellation to the Exchange Agent or to such deposits other agent or agents as may be appointed by Parent, together with such letters of transmittal, duly executed, the holder of such Certificate shall be required entitled to receive in exchange therefor the Merger Consideration and the Certificate so surrendered shall forthwith be made with respect to any Cancelled Sharescanceled. In the event a Certificate is surrendered representing Napa Common Stock, the transfer of ownership which is not registered in the transfer records of Napa, the consideration provided herein will be paid if the Certificate representing such Napa Common Stock is presented to the Exchange Fund Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 3.03 and except as provided in subsection 3.01(e), each Certificate shall be insufficient deemed at any time after the Effective Time to pay represent only the aggregate Fractional Share Consideration in accordance with Section 2.6, together with right to receive upon such surrender the amountsconsideration provided herein. Notwithstanding anything to the contrary set forth herein, if anyany holder of shares of Napa Common Stock should be unable to surrender the Certificates for such shares, payable pursuant to Section 2.2(f)because they have been lost or destroyed, Parent shall promptly depositsuch holder may deliver in lieu thereof, or cause to be deposited, additional funds with the Exchange Agent in an amount 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 Consideration in accordance with Section 2.6, together with any amounts payable pursuant to 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. Any loss of any funds included in the Exchange Fund discretion of Parent, such bond in form and substance and with surety reasonably satisfactory to Parent and thereafter shall not alter Parent’s obligation be entitled to cause to be paid receive the Fractional Share Consideration.consideration provided herein. (c)

Exchange Fund. Prior to Promptly after (and in any event no later than the Effective third (3rd) Business Day after) the Acceptance Time, Parent shall designate the transfer agent of the Parent Common Shares or a bank, trust company or similar institution reasonably acceptable to the Company to act as the exchange agent in connection with the Merger deposit (the “Exchange Agent”). The Exchange Agent shall also act as the agent for the 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. Prior to or concurrently with the Effective Time, Parent or Merger Sub, as applicable, shall deposit, or cause to be deposited, ) with the Exchange Agent Depositary Agent, for payment to the holders of shares of Company Common Stock and Company Series B Preferred Stock, the Common Offer Price or the Preferred Offer Price, as applicable, to which such holders become entitled under Section 1.1. At the Closing, Parent shall deposit (or cause to be deposited) with the Payment Agent, for payment to (i) evidence the holders of Parent shares of Company Common Shares issuable pursuant to Section 2.1(a) in book entry form equal to Stock and Company Series B Preferred Stock, as applicable, the aggregate Merger Consideration (excluding any Fractional Share Consideration) to which such holders become entitled under this Article II; and (ii) cash in immediately available funds in an amount sufficient to pay the aggregate Fractional Share holders of Company Warrants, the Warrant Merger Consideration to which such holders become entitled under this Article II. Until disbursed in accordance with Section 2.6the terms and conditions of this Agreement, such funds shall be invested by the Payment Agent, as directed by Parent or the Surviving Corporation, 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 any dividends or other distributions under Section 2.2(f) credit of the United States of America (such evidence of book-entry Parent Common Shares and cash amounts, together with any dividends or other distributions with respect thereto, amount being referred to herein as the “Exchange Fund”). Any interest and other income resulting from such investments shall be paid to Parent or the Surviving Corporation (at Parent’s election) and for income Tax purposes Parent or the Surviving Corporation, in each caseas applicable, for shall be treated as having earned any interest and other income resulting from the sole benefit investment of the Company Stockholders; provided Exchange Fund. To the extent that no such deposits shall be required to be made there are any losses with respect to any Cancelled Shares. In investments of the event Exchange Fund, or the Exchange Fund shall be insufficient diminishes for any reason below the level required for the Payment Agent to promptly pay the aggregate Fractional Share Consideration in accordance with Section 2.6, together with the amounts, if any, payable pursuant to Section 2.2(f)cash amounts contemplated by this Article II, Parent shall promptly depositshall, or cause to be deposited, additional funds with the Exchange Agent in an amount that is required to make such payment. Parent shall cause the Exchange Agent to makeSurviving Corporation to, and promptly replace or restore the Exchange Agent shall make, delivery of the Merger Consideration, including payment of the Fractional Share Consideration in accordance with Section 2.6, together with any amounts payable pursuant to 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. Any loss of any funds included cash in the Exchange Fund shall not alter Parent’s obligation so as to cause ensure that the Exchange Fund is at all times maintained at a level sufficient for the Payment Agent to be paid the Fractional Share Considerationmake such payments contemplated by this Article II.

Exchange Fund. Prior At or prior to the Effective Time, Parent shall designate the transfer agent of the Parent Common Shares or a bank, trust company or similar institution reasonably acceptable to the Company to act as the exchange agent in connection with the Merger deposit (the “Exchange Agent”). The Exchange Agent shall also act as the agent for the 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. Prior to or concurrently with the Effective Time, Parent or Merger Sub, as applicable, shall deposit, or cause to be deposited, ) with the Exchange Agent Agent, for payment to the holders of shares of Company Common Stock pursuant to the provisions of this Article II, (i) evidence of Parent Common Shares Stock issuable pursuant to Section 2.1(a2.7(a) in book book-entry form equal sufficient to issue the aggregate Merger Consideration (excluding any Fractional Share Stock Consideration) and , (ii) cash in by transfer of immediately available funds in funds, an amount of cash sufficient to pay the aggregate Cash Consideration and (iii) by transfer of immediately available funds, an amount of cash sufficient to pay the aggregate Fractional Share Consideration in accordance with Section 2.6, and any dividends or other distributions under Section 2.2(f) Cash Amounts (such amount referenced in clauses (ii) and (iii) together with the evidence of book-entry shares of Parent Common Shares and cash amounts, together with any dividends or other distributions with respect theretoStock, the “Exchange Fund”), in each case, for the sole benefit of the Company Stockholders; provided that no such deposits shall be required to be made with respect to any Cancelled Shares. In the event that the Exchange Fund shall be insufficient to pay the aggregate amount of all Cash Consideration and Fractional Share Consideration in accordance with Section 2.6, together with the amounts, if any, payable pursuant to Section 2.2(f)Cash Amounts, Parent shall promptly deposit, or cause to be deposited, deposit additional funds with the Exchange Agent in an amount 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 Cash Consideration and Fractional Share Consideration in accordance with Section 2.6, together with any amounts payable pursuant to Section 2.2(f), out of the Exchange Fund cash Amount in accordance with this Agreement. The Exchange Fund shall not be used for any purpose that is not expressly provided for in this Agreement. Any loss of The Exchange Agent shall invest any funds cash included in the Exchange Fund as reasonably directed by Parent; provided, however, that (A) any investment of such cash shall not alter Parentin 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 obligation 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 (B) no such investment or loss thereon shall affect the amounts payable to cause holders of Certificates or Uncertificated Shares pursuant to this Article II. Any interest and other income resulting from such investments shall be paid the Fractional Share Consideration.to Parent upon demand. Table of Contents

Exchange Fund. Prior to As of the Effective Time, Parent shall designate the transfer agent of the Parent Common Shares or a bankhave deposited with Computershare Trust Company, trust company or similar institution reasonably acceptable to the Company to act as the exchange agent in connection with the Merger N.A., (the “Exchange Agent”). The Exchange Agent shall also act as the agent ) for the Company Stockholders benefit of the holders of shares of ARB Common Stock, for exchange in accordance with this Section 3.03 through the purpose of receiving and holding their Certificates and Book Entry Shares and shall obtain no rights or interests in Exchange Agent, certificates representing the shares represented thereby. Prior to or concurrently with the Effective Time, Parent or Merger Sub, as applicable, shall deposit, or cause to be deposited, with the Exchange Agent (i) evidence of Parent Common Shares issuable pursuant to Section 2.1(a) in book entry form Stock equal to the aggregate Merger Consideration (excluding any Fractional Share Consideration) product of the number of ARB Common Stock issued and (ii) outstanding immediately prior to the Effective Time multiplied by the Exchange Ratio and the amount of estimated cash in immediately available funds in an amount sufficient to pay the aggregate Fractional Share Consideration fractional shares in accordance with Section 2.6, and any dividends or other distributions under Section 2.2(f3.03(g) (such evidence of book-entry Parent Common Shares and cash amounts, together with any dividends or other distributions with respect thereto, the “Exchange Fund”). (b) Forms. Parent shall direct the Exchange Agent to mail not more than three (3) Business Days after the Effective Time to each holder of record of a certificate or certificates of ARB Common Stock (the “Certificates” it being understood that any reference herein to “Certificate” shall be deemed to include reference to book-entry account statements relating to the ownership of shares of ARB Common Stock): (i) a letter of transmittal (which shall specify that delivery shall be effected, in each caseand risk of loss and title to the Certificates shall pass, for the sole benefit only upon delivery of the Company Stockholders; provided that no Certificates to the Exchange Agent), and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing the Merger Consideration and any cash in lieu of fractional shares in accordance with section 3.03(g). Upon surrendering of a Certificate for cancellation to the Exchange Agent or to such deposits other agent or agents as may be appointed by Parent, together with such letters of transmittal, duly executed, the holder of such Certificate shall be required entitled to receive in exchange therefor the Merger Consideration and cash in lieu of fractional shares, and the Certificate so surrendered shall forthwith be made with respect to any Cancelled Sharescanceled. In the event a Certificate is surrendered representing ARB Common Stock, the transfer of ownership which is not registered in the transfer records of ARB, the consideration provided herein will be paid if the Certificate representing such ARB Common Stock is presented to the Exchange Fund Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 3.03 and except as provided in subsection 3.01(e), each Certificate shall be insufficient deemed at any time after the Effective Time to pay represent only the aggregate Fractional Share Consideration in accordance with Section 2.6, together with right to receive upon such surrender the amountsconsideration provided herein. Notwithstanding anything to the contrary set forth herein, if anyany holder of shares of ARB Common Stock should be unable to surrender the Certificates for such shares, payable pursuant to Section 2.2(f)because they have been lost or destroyed, Parent shall promptly depositsuch holder may deliver in lieu thereof, or cause to be deposited, additional funds with the Exchange Agent in an amount 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 Consideration in accordance with Section 2.6, together with any amounts payable pursuant to 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. Any loss of any funds included in the Exchange Fund discretion of Parent, such bond in form and substance and with surety reasonably satisfactory to Parent and thereafter shall not alter Parent’s obligation be entitled to cause to be paid receive the Fractional Share Consideration.consideration provided herein. (c)

Exchange Fund. Prior At or prior to the Effective Time, Parent shall designate the transfer agent of the Parent Common Shares or a bank, trust company or similar institution reasonably acceptable to the Company to act as the exchange agent in connection with the Merger deposit (the “Exchange Agent”). The Exchange Agent shall also act as the agent for the 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. Prior to or concurrently with the Effective Time, Parent or Merger Sub, as applicable, shall deposit, or cause to be deposited, ) with the Exchange Agent Agent, for payment to the holders of shares of Company Common Stock pursuant to the provisions of this Article II, (i) evidence of Parent Common Shares Stock issuable pursuant to Section 2.1(a2.7(a) in book book-entry form equal sufficient to issue the aggregate Merger Consideration (excluding any Fractional Share Stock Consideration) and , (ii) cash in by transfer of immediately available funds in funds, an amount of cash sufficient to pay the aggregate Cash Consideration and (iii) by transfer of immediately available funds, an amount of cash sufficient to pay the aggregate Fractional Share Consideration in accordance with Section 2.6, and any dividends or other distributions under Section 2.2(f) Cash Amounts (such amount referenced in clauses (ii) and (iii) together with the evidence of book-entry shares of Parent Common Shares and cash amounts, together with any dividends or other distributions with respect theretoStock, the “Exchange Fund”), in each case, for the sole benefit of the Company Stockholders; provided that no such deposits shall be required to be made with respect to any Cancelled Shares. In the event that the Exchange Fund shall be insufficient to pay the aggregate amount of all Cash Consideration and Fractional Share Consideration in accordance with Section 2.6, together with the amounts, if any, payable pursuant to Section 2.2(f)Cash Amounts, Parent shall promptly deposit, or cause to be deposited, deposit additional funds with the Exchange Agent in an amount 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 Cash Consideration and Fractional Share Consideration in accordance with Section 2.6, together with any amounts payable pursuant to Section 2.2(f), out of the Exchange Fund cash Amount in accordance with this Agreement. The Exchange Fund shall not be used for any purpose that is not expressly provided for in this Agreement. Any loss of The Exchange Agent shall invest any funds cash included in the Exchange Fund as reasonably directed by Parent; provided, however, that (A) any investment of such cash shall not alter Parentin 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 obligation 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 (B) no such investment or loss thereon shall affect the amounts payable to cause holders of Certificates or Uncertificated Shares pursuant to this Article II. Any interest and other income resulting from such investments shall be paid the Fractional Share Considerationto Parent upon demand.