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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 Within ten (10) Business Days after the date of this Agreement, Acquiror shall appoint a financial institution or other appropriate entity selected by Acquiror to act as exchange agent for the Merger (in such capacity, the "Exchange Agent"). At or 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 Acquiror shall deposit, or shall cause to be deposited, with the such Exchange Agent for the benefit of the holders of certificates representing Company Common Shares (i"Old Certificates") evidence and the holders of Parent Stock issuable pursuant to Section 2.1(a) in book-entry form equal In the Money Options and Warrants that remain outstanding immediately prior to the aggregate Parent Effective Time, for exchange and payment in accordance with this Article II, certificates representing the Total 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”"New Certificates") and any dividends under Section 2.2(f) the Total Cash Consideration (such evidence of book-entry shares of Parent Stock cash and cash amountsNew Certificates, together with any dividends or other distributions with respect theretothereto with a record date occurring on or after the Effective Time, and any amounts delivered by the “Company to the Exchange Agent pursuant to Section 5.23 being hereinafter collectively referred to as the "Exchange Fund”)") to be paid pursuant to this Article II in exchange for outstanding Company Common Shares, in each case, for the sole benefit of to the holders of shares In the Money Options that remain unexercised, vested and outstanding immediately prior to the Effective Time and to the holders of Warrants that remain outstanding immediately prior to the Effective Time. The Exchange Agent shall have no liability for any actions taken, or failures to act, with respect to this Agreement in the absence of gross negligence or intentional misconduct on the part of the Exchange Agent. The Exchange Fund represents the total consideration to be paid to all holders of Company Common Stock Shares, Options and Warrants pursuant to this Agreement and neither 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 PortionCompany, 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 Acquiror nor the Exchange Agent shall makebe required to pay any additional amounts to such holders of Company Common Shares, delivery Options or Warrants pursuant to this Agreement (other than any additional amounts required due to rounding pursuant to Section 2.5(a), cash paid in lieu of the Merger Consideration, including payment of the Fractional Share Consideration, Non-Employee Option Consideration fractional shares pursuant to Section 2.5(b) and any amounts payable required to be paid to holders of Dissenting Shares in respect excess of dividends or other distributions on shares of Parent Stock in accordance withthe amounts allocated pursuant to Section 2.6).

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 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 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 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 to Within ten (10) Business Days after the Effective Timedate of this Agreement, Parent Acquiror shall appoint a financial institution or Merger Sub shall designate a bank or trust company reasonably acceptable to the Company other appropriate entity selected by Acquiror to act as the exchange agent in connection with for the Merger (in such capacity, 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 Acquiror shall deposit, or shall cause to be deposited, with the such Exchange Agent (i) evidence of Parent Stock issuable pursuant to Section 2.1(a) in book-entry form equal to for the aggregate Parent Stock portion benefit 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 holders of the Merger Consideration, Fractional Share Consideration, Option Consideration payable to holders who are not current or former employees of the certificates representing Company or any Company Subsidiary Common Shares (“Non-Employee Option ConsiderationOld Certificates”) and any dividends under Section 2.2(fthe holders of In the Money Options and Warrants that remain outstanding immediately prior to the Effective Time, for exchange and payment in accordance with this Article II, certificates representing the Total Stock Consideration (“New Certificates”) and the Total Cash Consideration (such evidence of book-entry shares of Parent Stock cash and cash amountsNew Certificates, together with any dividends or other distributions with respect theretothereto with a record date occurring on or after the Effective Time, and any amounts delivered by the Company to the Exchange Agent pursuant to Section 5.23 being hereinafter collectively referred to as the “Exchange Fund”)) to be paid pursuant to this Article II in exchange for outstanding Company Common Shares, in each case, for the sole benefit of to the holders of shares In the Money Options that remain unexercised, vested and outstanding immediately prior to the Effective Time and to the holders of Warrants that remain outstanding immediately prior to the Effective Time. The Exchange Agent shall have no liability for any actions taken, or failures to act, with respect to this Agreement in the absence of gross negligence or intentional misconduct on the part of the Exchange Agent. The Exchange Fund represents the total consideration to be paid to all holders of Company Common Stock Shares, Options and Warrants pursuant to this Agreement and neither 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 PortionCompany, 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 Acquiror nor the Exchange Agent shall makebe required to pay any additional amounts to such holders of Company Common Shares, delivery Options or Warrants pursuant to this Agreement (other than any additional amounts required due to rounding pursuant to Section 2.5(a), cash paid in lieu of the Merger Consideration, including payment of the Fractional Share Consideration, Non-Employee Option Consideration fractional shares pursuant to Section 2.5(b) and any amounts payable required to be paid to holders of Dissenting Shares in respect excess of dividends or other distributions on shares of Parent Stock in accordance withthe amounts allocated pursuant to Section 2.6).

Exchange Fund. Prior to As of 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 have deposited with the Merger Computershare Trust Company, N.A., (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 Napa Common Stock, for exchange in accordance with this Section 3.03 through the Exchange Agent, certificates representing the shares of Parent Common Stock equal to the product of the number of Napa Common Stock issued and outstanding immediately prior to the Effective Time multiplied by the Exchange Ratio and the persons amount of estimated cash to pay fractional shares (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, and risk of loss and title to the Certificates shall pass, only upon delivery of the 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 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 entitled to receive in exchange therefor the Merger Consideration and the Certificate so surrendered shall forthwith be canceled. 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 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 deemed at any time after the Effective Time to represent only the right to receive upon such surrender the consideration provided herein. Notwithstanding anything to the contrary set forth herein, if any holder of shares of Napa Common Stock should be unable to surrender the Certificates for such shares, because they have been lost or destroyed, such holder may deliver in lieu thereof, in the discretion of Parent, such bond in form and substance and with surety reasonably satisfactory to Parent and thereafter shall be entitled to receive the Non-Employee Option Considerationconsideration provided herein. 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(c), 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 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, 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.