Common use of Exchange Fund Clause in Contracts

Exchange Fund. Prior to the Effective Time, Parent shall appoint an exchange agent selected by Parent that is reasonably satisfactory to the Company (the “Exchange Agent”), and enter into an exchange agent agreement, in form and substance reasonably satisfactory to the Company, with such Exchange Agent to act as agent for payment of the Merger Consideration in respect of Company Certificates upon surrender of such Company Certificates (or affidavits of loss in lieu thereof) in accordance with this Article 2 from time to time after the Effective Time. At the Effective Time, Parent shall deposit with the Exchange Agent, in trust for the benefit of the holders of shares of Company Securities, (i) Parent Certificates representing shares of Parent Stock Consideration to be issued pursuant to Section 2.4(c)(i) and Section 2.4(c)(iv) and delivered pursuant to Section 2.5(b) and (ii) cash for payment in lieu of fractional shares pursuant to Section 2.5(e). Such shares of Parent Common Stock, together with any interest, dividends or distributions with respect thereto (as provided in Section 2.5(c)) and such cash, are referred to herein as the “Exchange Fund.” The Exchange Agent, pursuant to irrevocable instructions consistent with the terms of this Agreement given on the Closing Date, shall deliver the Parent Common Stock to be issued pursuant to Section 2.4(c)(i) and Section 2.4(c)(iv) as well as cash in lieu of fractional shares pursuant to Section 2.5(e) out of the Exchange Fund, and the Exchange Fund shall not be used for any other purpose whatsoever; provided that the Exchange Agent shall invest or hold the cash portion of the Exchange Fund only in cash or direct, short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the United States of America or in commercial paper obligations rated A-1 or P-1 or better by Xxxxx’x Investor Services, Inc. or Standard & Poor’s Corporation, respectively, in each case as directed by Parent and acceptable to the Exchange Agent; provided, however, that no such investment or losses thereon shall affect the Merger Consideration payable to the holders of the Company Securities and following any losses, Parent shall promptly provide additional funds to the Exchange Agent for the benefit of the holders of the Company Securities in the amount of any such losses to the extent necessary to pay the Merger Consideration to such holders. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the Parent Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto after the establishment of such Exchange Fund for the account of Persons entitled thereto.

Exchange Fund. Prior to the Effective Time, Parent shall appoint an exchange designate the transfer agent selected by of the Parent that is Common Shares or a bank, trust company or similar institution reasonably satisfactory acceptable to the Company to act as the exchange agent in connection with the Merger (the “Exchange Agent”), and enter into an exchange agent agreement, in form and substance reasonably satisfactory to the Company, with such . The Exchange Agent to shall also act as the agent for payment the Company Stockholders for the purpose of receiving and holding their Certificates and Book Entry Shares and shall obtain no rights or interests in the Merger Consideration in respect of Company Certificates upon surrender of such Company Certificates (shares represented thereby. Prior to or affidavits of loss in lieu thereof) in accordance concurrently with this Article 2 from time to time after the Effective Time. At the Effective Time, Parent or Merger Sub, as applicable, shall deposit deposit, or cause to be deposited, with the Exchange Agent, in trust for the benefit of the holders of shares of Company Securities, Agent (i) Parent Certificates representing shares evidence of Parent Stock Consideration to be issued Common Shares issuable pursuant to Section 2.4(c)(i2.1(a) and Section 2.4(c)(iv) and delivered pursuant in book entry form equal to Section 2.5(bthe aggregate Merger Consideration (excluding any Fractional Share Consideration) and (ii) cash for payment in lieu immediately available funds in an amount sufficient to pay the aggregate Fractional Share Consideration in accordance with Section 2.6, and any dividends or other distributions under Section 2.2(f) (such evidence of fractional shares pursuant to Section 2.5(e). Such shares of book-entry Parent Common StockShares and cash amounts, together with any interest, dividends or other distributions with respect thereto (as provided in Section 2.5(c)) and such cashthereto, are referred to herein as the “Exchange Fund.” The ”), in each case, for the sole benefit of the Company Stockholders; provided that no such deposits shall be required to be made with respect to any Cancelled Shares. In the event the Exchange AgentFund shall be insufficient to pay the aggregate Fractional Share Consideration in accordance with Section 2.6, pursuant to irrevocable instructions consistent together with the terms of this Agreement given on the Closing Dateamounts, shall deliver the Parent Common Stock to be issued if any, payable pursuant to Section 2.4(c)(i) 2.2(f), Parent shall promptly deposit, or cause to be deposited, additional funds with the Exchange Agent in an amount that is required to make such payment. Parent shall cause the Exchange Agent to make, and the Exchange Agent shall make, delivery of the Merger Consideration, including payment of the Fractional Share Consideration in accordance with Section 2.4(c)(iv) as well as cash in lieu of fractional shares 2.6, together with any amounts payable pursuant to Section 2.5(e) 2.2(f), out of the Exchange Fund, and the Fund in accordance with this Agreement. The Exchange Fund shall not be used for any other purpose whatsoever; that is not expressly provided that the Exchange Agent shall invest or hold the cash portion for in this Agreement. Any loss of any funds included in the Exchange Fund only in cash or direct, short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the United States of America or in commercial paper obligations rated A-1 or P-1 or better by Xxxxx’x Investor Services, Inc. or Standard & Poor’s Corporation, respectively, in each case as directed by Parent and acceptable to the Exchange Agent; provided, however, that no such investment or losses thereon shall affect the Merger Consideration payable to the holders of the Company Securities and following any losses, Parent shall promptly provide additional funds to the Exchange Agent for the benefit of the holders of the Company Securities in the amount of any such losses to the extent necessary to pay the Merger Consideration to such holders. The Exchange Agent shall not alter Parent’s obligation to cause to be entitled to vote or exercise any rights of ownership with respect to paid the Parent Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto after the establishment of such Exchange Fund for the account of Persons entitled theretoFractional Share Consideration.

Exchange Fund. Prior to the Merger Effective Time, Parent shall appoint designate an exchange agent selected by Parent that is reasonably satisfactory to in connection with the Company Merger (the “Exchange Agent”), and enter into an exchange agent agreement, in form and substance reasonably satisfactory . Prior to the Company, with such Exchange Agent to act as agent for payment of the Merger Consideration in respect of Company Certificates upon surrender of such Company Certificates (or affidavits of loss in lieu thereof) in accordance with this Article 2 from time to time after the Effective Time. At the Effective Time, Parent shall deposit deposit, or cause Merger Sub to deposit, with the Exchange Agent, Agent (i) evidence of Parent Common Stock in trust for book-entry form issuable pursuant to Section 2.1(a) equal to the benefit of the holders aggregate number of shares of Company Securities, (i) Parent Certificates representing shares of Parent Stock Consideration to be issued pursuant to Section 2.4(c)(i) and Section 2.4(c)(iv) and delivered pursuant to Section 2.5(b) and (ii) cash for payment in lieu of fractional shares pursuant to Section 2.5(e). Such shares of Parent Common Stock, together with any interest, dividends or distributions with respect thereto (as provided in Section 2.5(c)) and such cash, are referred to herein as the “Exchange Fund.” The Exchange Agent, pursuant to irrevocable instructions consistent with the terms of this Agreement given on the Closing Date, shall deliver the Parent Common Stock to be issued pursuant to Section 2.4(c)(i2.1 (excluding any Fractional Share Consideration), and (ii) and Section 2.4(c)(iv) as well as cash in lieu immediately available funds in an amount sufficient to pay the aggregate Fractional Share Consideration and any dividends or other distributions under Section 2.2(f) (such evidence of fractional book-entry shares of Parent Common Stock and cash amounts, the “Exchange Fund”), in each case, for the sole benefit of the holders of shares of Company Common Stock and the Surviving Entity (in the case of the Surviving Entity, solely to the extent any amounts in the Exchange Fund are in excess of the amounts payable pursuant to Section 2.5(e2.1(a)). In the event the Exchange Fund shall be insufficient to pay the aggregate Fractional Share Consideration and any dividends or other distributions 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 shares of Parent Common Stock for which shares of Company Common Stock are to be exchanged, including any Fractional Share Consideration and any amounts payable in accordance with Section 2.2(f) out of the Exchange Fund, and the Fund in accordance with this Agreement. The Exchange Fund shall not be used for any other purpose whatsoever; that is not expressly provided that the Exchange Agent shall invest or hold the for in this Agreement. The cash portion of the Exchange Fund only shall be invested by the Exchange Agent as reasonably directed by Parent; provided, however, that any investment of such cash shall in cash or direct, all events be limited to direct short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the United States of America or U.S. government, in commercial paper obligations rated P-1 or A-1 or P-1 or better by Xxxxx’x Investor ServicesInvestors Service, Inc. or Standard & Poor’s Corporation, respectively, or in each case as directed by Parent 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 acceptable to the Exchange Agent; provided, however, that no such investment or losses loss thereon shall affect the Merger Consideration amounts payable to the holders of the Company Securities Certificates or Book-Entry Shares pursuant to this Article II. Any interest and following any losses, Parent other income resulting from such investments shall promptly provide additional funds be paid to the Exchange Agent for Surviving Entity on the benefit earlier of the holders of the Company Securities in the amount of any such losses to the extent necessary to pay one (1) year after the Merger Consideration to such holders. The Exchange Agent shall not be entitled to vote Effective Time or exercise any rights the aggregate number of ownership with respect to the shares of Parent Common Stock held by it from time to time hereunderbe issued pursuant to Section 2.1 and aggregate Fractional Share Consideration has been paid in full; provided, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto after any amounts in the establishment of such Exchange Fund for in excess of the account of Persons entitled theretoamounts payable under Section 2.1(a) shall be promptly paid to the Surviving Entity.

Exchange Fund. Prior to the Effective Time, Parent or Merger Sub shall appoint an exchange agent selected by Parent that is designate a bank or trust company reasonably satisfactory acceptable to the Company to act as the exchange agent in connection with the Merger (the “Exchange Agent”), and enter into an exchange . The Exchange Agent shall also act as the agent agreement, in form and substance reasonably satisfactory to for the Company, with such Exchange Agent to act as agent ’s shareholders for payment the purpose of receiving and holding their Certificates and Book-Entry Shares and shall obtain no rights or interests in the Merger Consideration in respect of Company Certificates upon surrender of such Company Certificates (or affidavits of loss in lieu thereof) in accordance with this Article 2 from time to time after the Effective Timeshares represented thereby. At or immediately after the Effective Time, Parent or Merger Sub shall deposit deposit, or cause to be deposited, with the Exchange AgentAgent (i) evidence of Parent Shares issuable pursuant to Section 2.1(a) in book-entry form equal to the aggregate Parent Shares portion of the Merger Consideration (excluding any Fractional Share Consideration), and (ii) cash in immediately available funds in an amount sufficient to pay the aggregate cash portion of the Merger Consideration, Fractional Share Consideration and any dividends under Section 2.2(f) (such evidence of book-entry Parent Shares and cash amounts, together with any dividends or other distributions with respect thereto, the “Exchange Fund”), in trust each case, for the sole benefit of the holders of shares of Company Securities, (i) Parent Certificates representing shares of Parent Stock Consideration to be issued pursuant to Section 2.4(c)(i) and Section 2.4(c)(iv) and delivered pursuant to Section 2.5(b) and (ii) cash for payment in lieu of fractional shares pursuant to Section 2.5(e). Such shares of Parent Common Stock. In the event the Exchange Fund shall be insufficient to pay the aggregate cash portion of the Merger Consideration, together Fractional Share 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, and any interest, amounts payable in respect of dividends or other distributions on Parent Shares in accordance with respect thereto (as provided in Section 2.5(c)) and such cash, are referred to herein as the “Exchange Fund.” The Exchange Agent, pursuant to irrevocable instructions consistent with the terms of this Agreement given on the Closing Date, shall deliver the Parent Common Stock to be issued pursuant to Section 2.4(c)(i) and Section 2.4(c)(iv) as well as cash in lieu of fractional shares pursuant to Section 2.5(e2.2(f) out of the Exchange Fund, and the Fund in accordance with this Agreement. The Exchange Fund shall not be used for any other purpose whatsoever; that is not expressly provided that the Exchange Agent shall invest or hold the for in this Agreement. The cash portion of the Exchange Fund only shall be invested by the Exchange Agent as reasonably directed by Parent; provided, however, that any investment of such cash shall in cash or direct, all events be limited to direct short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the United States of America or U.S. government, in commercial paper obligations rated P-1 or A-1 or P-1 or better by Xxxxx’x Investor ServicesInvestors Service, Inc. or Standard & Poor’s Corporation, respectively, or in each case as directed by Parent 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 acceptable to the Exchange Agent; provided, however, that no such investment or losses loss thereon shall affect the Merger Consideration amounts payable to the holders of the Company Securities Certificates or Book-Entry Shares pursuant to this Article II. Any interest and following any losses, Parent other income resulting from such investments shall promptly provide additional funds be paid to the Exchange Agent for Surviving Corporation on the benefit earlier of (A) one (1) year after the Effective Time or (B) the full payment of the holders of the Company Securities in the amount of any such losses to the extent necessary to pay the Merger Consideration to such holders. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the Parent Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto after the establishment of such Exchange Fund for the account of Persons entitled theretoFund.

Exchange Fund. Prior to the First Effective Time, Parent or Purchaser shall appoint an exchange agent selected by Parent that is designate a bank or trust company reasonably satisfactory 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 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 First Effective Time, Parent or Purchaser shall deposit, or cause to be deposited, with the Exchange Agent (i) evidence of Parent Common Stock issuable pursuant to Section 3.1(a) in book-entry form equal to the aggregate Parent Common Stock portion of the Merger Consideration (excluding any Fractional Share Consideration), and enter into (ii) cash in immediately available funds in an exchange agent agreementamount sufficient to pay the aggregate cash portion of the Merger Consideration, Fractional Share Consideration and any dividends under Section 3.2(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 form and substance reasonably satisfactory each case, for the sole benefit of the holders of Company Shares; provided that no such deposits shall be required to be made with respect to any Dissenting Shares. In the Company, with such event the Exchange Agent to act Fund shall be insufficient (other than as agent for a result of payment of the Merger Consideration in respect of Company Certificates upon surrender of such Company Certificates (or affidavits of loss in lieu thereof) in accordance with this Article 2 from time Agreement) to time after pay the Effective Time. At aggregate cash portion of the Effective TimeMerger Consideration, Fractional Share Consideration and any dividends under Section 3.2(f), Parent shall deposit promptly deposit, or cause to be deposited, additional funds with the Exchange AgentAgent in an amount which is equal to the shortfall that is required to make such payment. Parent shall cause the Exchange Agent to make, in trust for and the benefit Exchange Agent shall make, delivery of the holders Merger Consideration, including payment of shares the Fractional Share Consideration, and any amounts payable in respect of Company Securities, (i) Parent Certificates representing shares of Parent Stock Consideration to be issued pursuant to Section 2.4(c)(i) and Section 2.4(c)(iv) and delivered pursuant to Section 2.5(b) and (ii) cash for payment in lieu of fractional shares pursuant to Section 2.5(e). Such dividends or other distributions on shares of Parent Common Stock, together Stock in accordance with any interest, dividends or distributions with respect thereto (as provided in Section 2.5(c)) and such cash, are referred to herein as the “Exchange Fund.” The Exchange Agent, pursuant to irrevocable instructions consistent with the terms of this Agreement given on the Closing Date, shall deliver the Parent Common Stock to be issued pursuant to Section 2.4(c)(i) and Section 2.4(c)(iv) as well as cash in lieu of fractional shares pursuant to Section 2.5(e3.2(f) out of the Exchange Fund, and the Fund in accordance with this Agreement. The Exchange Fund shall not be used for any other purpose whatsoever; that is not expressly provided that the Exchange Agent shall invest or hold the for in this Agreement. The cash portion of the Exchange Fund only shall be invested by the Exchange Agent as reasonably directed by Parent; provided, however, that any investment of such cash shall in cash or direct, all events be limited to direct short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the United States of America or U.S. government, in commercial paper obligations rated P-1 or A-1 or P-1 or better by Xxxxx’x Investor ServicesInvestors Service, Inc. or Standard & Poor’s Corporation, respectively, or in each case as directed by Parent 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 acceptable to the Exchange Agent; provided, however, that no such investment or losses loss thereon shall affect the Merger Consideration amounts payable to the 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 on the Company Securities and following any losses, Parent shall promptly provide additional funds to earlier of (A) one (1) year after the First Effective Time or (B) the full payment of the Exchange Agent for the benefit of the holders of the Company Securities in the amount of any such losses to the extent necessary to pay the Merger Consideration to such holders. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the Parent Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto after the establishment of such Exchange Fund for the account of Persons entitled theretoFund.

Exchange Fund. Prior to the First Effective Time, Parent Parent, US Holdco or Merger Sub 1 shall appoint an exchange agent selected by Parent that is designate a bank or trust company reasonably satisfactory acceptable to the Company to act as the exchange agent in connection with the First Merger (the “Exchange Agent”). The Exchange Agent shall also act as the agent for the Company’s stockholders for the purpose of receiving and holding their Election Forms and Certificates and Book-Entry Shares and shall obtain no rights or interests in the shares represented thereby. At or immediately after the First Effective Time, and enter into an exchange agent agreementParent, US Holdco or Merger Sub 1 shall deposit, or cause to be deposited, with the Exchange Agent (i) evidence of Parent Stock issuable pursuant to Section 2.1(a) in book-entry form and substance reasonably satisfactory equal to the Company, with such Exchange Agent to act as agent for payment 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 and any dividends under Section 2.3(f) (such evidence of book-entry shares of Parent Stock and cash amounts, together with any dividends or other distributions with respect of Company Certificates upon surrender of such Company Certificates (or affidavits of loss in lieu thereof) in accordance with this Article 2 from time to time after thereto, the Effective Time. At the Effective Time, Parent shall deposit with the “Exchange AgentFund”), in trust each case, for the sole benefit of the holders of shares of Company SecuritiesCommon Stock. In the event the Exchange Fund shall be insufficient to pay the aggregate cash portion of the Merger Consideration, (i) Fractional Share Consideration and any dividends under Section 2.3(f), Parent Certificates representing shall, or shall cause US Holdco or Merger Sub 1 to, promptly deposit additional funds with the Exchange Agent in an amount which is equal to the deficiency in the amount required to make such payment. Parent shall cause the Exchange Agent to make, and the Exchange Agent shall make, delivery of the Merger Consideration, including payment of the Fractional Share Consideration, and any amounts payable in respect of dividends or other distributions on shares of Parent Stock Consideration to be issued pursuant to in accordance with Section 2.4(c)(i) and Section 2.4(c)(iv) and delivered pursuant to Section 2.5(b) and (ii) cash for payment in lieu of fractional shares pursuant to Section 2.5(e). Such shares of Parent Common Stock, together with any interest, dividends or distributions with respect thereto (as provided in Section 2.5(c)) and such cash, are referred to herein as the “Exchange Fund.” The Exchange Agent, pursuant to irrevocable instructions consistent with the terms of this Agreement given on the Closing Date, shall deliver the Parent Common Stock to be issued pursuant to Section 2.4(c)(i) and Section 2.4(c)(iv) as well as cash in lieu of fractional shares pursuant to Section 2.5(e2.3(f) out of the Exchange Fund, and the Fund in accordance with this Agreement. The Exchange Fund shall not be used for any other purpose whatsoever; that is not expressly provided that the Exchange Agent shall invest or hold the for in this Agreement. The cash portion of the Exchange Fund only shall be invested by the Exchange Agent as reasonably directed by Parent; provided, however, that any investment of such cash shall in cash or direct, all events be limited to direct short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the United States of America or U.S. government, in commercial paper obligations rated P-1 or A-1 or P-1 or better by Xxxxx’x Investor ServicesInvestors Service, Inc. or Standard & Poor’s Corporation, respectively, or in each case as directed by Parent 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 acceptable to the Exchange Agent; provided, however, that no such investment or losses loss thereon shall affect the Merger Consideration amounts payable to the holders of the Company Securities Certificates or Book-Entry Shares pursuant to this Article II. Any interest and following any losses, Parent other income resulting from such investments shall promptly provide additional funds be paid to the Exchange Agent for Surviving Company on the benefit earlier of (A) one (1) year after the First Effective Time or (B) the full payment of the holders of the Company Securities in the amount of any such losses to the extent necessary to pay the Merger Consideration to such holders. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the Parent Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto after the establishment of such Exchange Fund for the account of Persons entitled theretoFund.

Exchange Fund. Prior to the Effective Timemailing of the Proxy Statement, Parent shall appoint an exchange agent selected by Parent that is designate a United States bank or trust company reasonably satisfactory acceptable to the Company to act as exchange agent in connection with the Merger (the “Exchange Agent”), and enter into an exchange agent agreement, in form and substance reasonably satisfactory . Prior to the Company, with such Exchange Agent to act as agent for payment of the Merger Consideration in respect of Company Certificates upon surrender of such Company Certificates (or affidavits of loss in lieu thereof) in accordance with this Article 2 from time to time after the Effective Time. At the Effective Time, Parent (or, with respect to the Pre-Closing Dividend but subject to Section 2.1(d), the Company) shall deposit with the Exchange Agent, Agent (i) evidence of Parent Common Stock in trust for book-entry form issuable pursuant to Section 2.1(a) and Section 2.4 equal to the benefit of the holders aggregate number of shares of Company Securities, (i) Parent Certificates representing shares of Parent Stock Consideration to be issued pursuant to Section 2.4(c)(i) and Section 2.4(c)(iv) and delivered pursuant to Section 2.5(b) and (ii) cash for payment in lieu of fractional shares pursuant to Section 2.5(e). Such shares of Parent Common Stock, together with any interest, dividends or distributions with respect thereto (as provided in Section 2.5(c)) and such cash, are referred to herein as the “Exchange Fund.” The Exchange Agent, pursuant to irrevocable instructions consistent with the terms of this Agreement given on the Closing Date, shall deliver the Parent Common Stock to be issued pursuant to Section 2.4(c)(i2.1 and Section 2.4 (excluding any Fractional Share Consideration), and (ii) cash in immediately available funds in an amount sufficient to pay the aggregate Cash Consideration, Fractional Share Consideration, Pre-Closing Dividend and any dividends or other distributions under Section 2.2(e) (such evidence of book-entry shares of Parent Common Stock and cash amounts, the “Exchange Fund”), in each case, for the sole benefit of the holders of shares of Company Common Stock, the holders of Company Restricted Shares and the Surviving Entity (in the case of the Surviving Entity, solely to the extent any amounts in the Exchange Fund are in excess of the amounts payable pursuant to Section 2.1(a) and Section 2.4(c)(iv2.1(d)). In the event the Exchange Fund shall be insufficient to pay the aggregate Cash Consideration, Fractional Share Consideration, Pre-Closing Dividend and any dividends or other distributions under Section 2.2(e), Parent shall promptly deposit additional funds with the Exchange Agent in an amount that is equal to the deficiency in the amount required to make such payment. Parent shall cause the Exchange Agent to make, and the Exchange Agent shall make, delivery of the Merger Consideration, including any Fractional Share Consideration, any amounts payable in accordance with Section 2.2(e) as well as cash in lieu of fractional shares pursuant to Section 2.5(e) and the Pre-Closing Dividend, out of the Exchange Fund, and the Fund in accordance with this Agreement. The Exchange Fund shall not be used for any other purpose whatsoever; that is not expressly provided that the Exchange Agent shall invest or hold the for in this Agreement. The cash portion of the Exchange Fund only shall be invested by the Exchange Agent as reasonably directed by Parent; provided, however, that any investment of such cash shall in cash or direct, all events be limited to direct short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the United States of America or U.S. government, in commercial paper obligations rated P-1 or A-1 or P-1 or better by Xxxxx’x Investor ServicesInvestors Service, Inc. or Standard & Poor’s Corporation, respectively, or in each case as directed by Parent 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 acceptable to the Exchange Agent; provided, however, that no such investment or losses loss thereon shall affect the Merger Consideration amounts payable to the holders of the Company Securities Book-Entry Shares pursuant to this Article II. Any interest and following any losses, Parent other income resulting from such investments shall promptly provide additional funds be paid to the Surviving Entity on the earlier of one (1) year after the Merger Effective Time or the Exchange Agent for Fund has been paid in full; provided, that any amounts in the benefit Exchange Fund in excess of the holders of the Company Securities in the amount of any such losses amounts payable under Section 2.1(a) and Section 2.1(d) shall be promptly paid to the extent necessary to pay the Merger Consideration to such holders. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the Parent Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto after the establishment of such Exchange Fund for the account of Persons entitled theretoSurviving Entity.

Exchange Fund. Prior to the Effective Time, Parent shall appoint an exchange agent selected by Parent that is designate a bank or trust company reasonably satisfactory acceptable to the Company to act as the exchange agent in connection with the Merger (the “Exchange Agent”), and enter into an exchange agent agreement, in form and substance reasonably satisfactory to the Company, with such . The Exchange Agent to shall also act as the agent for payment the Company Stockholders for the purpose of receiving and holding their Certificates and Book-Entry Shares and shall obtain no rights or interests in the Merger Consideration in respect of Company Certificates upon surrender of such Company Certificates (or affidavits of loss in lieu thereof) in accordance with this Article 2 from time to time after the Effective Timeshares represented thereby. At or immediately after the Effective Time, Parent shall deposit deposit, or cause to be deposited, with the Exchange Agent, in trust for the benefit of the holders of shares of Company Securities, Agent (i) Parent Certificates representing shares evidence of Parent Class A Common Stock issuable in book-entry form equal to the aggregate Merger Consideration to be issued (excluding any Fractional Share Consideration) payable pursuant to Section 2.4(c)(i) and Section 2.4(c)(iv) and delivered pursuant to Section 2.5(b2.1(a) and (ii) cash for payment in lieu immediately available funds in an amount sufficient to pay the Fractional Share Consideration in accordance with Section 2.5, and any dividends or other distributions under Section 2.2(f) (such evidence of fractional shares pursuant to Section 2.5(e). Such book-entry shares of Parent Class A Common StockStock and cash amounts, together with any interest, dividends or other distributions with respect thereto (as provided in Section 2.5(c)) and such cashthereto, are referred to herein as the “Exchange Fund.” The ”), in each case, for the sole benefit of the holders of Company Common Stock. In the event the Exchange AgentFund shall be insufficient to pay the Fractional Share Consideration in accordance with Section 2.5 and any dividends or other distributions under Section 2.2(f), pursuant Parent shall promptly deposit, or cause to irrevocable instructions consistent be deposited, additional funds with the terms Exchange Agent in an amount that is equal to the shortfall that is required to make such payment. Parent shall cause the Exchange Agent to make, and the Exchange Agent shall make, delivery of this Agreement given the Merger Consideration, including payment of the Fractional Share Consideration in accordance with Section 2.5, and any amounts payable in respect of dividends or other distributions on the Closing Date, shall deliver the shares of Parent Class A Common Stock to be issued pursuant to in accordance with Section 2.4(c)(i) and Section 2.4(c)(iv) as well as cash in lieu of fractional shares pursuant to Section 2.5(e) 2.2(f), out of the Exchange Fund, and the Fund in accordance with this Agreement. The Exchange Fund shall not be used for any other purpose whatsoever; that is not expressly provided that the Exchange Agent shall invest or hold the for in this Agreement. The cash portion of the Exchange Fund only shall be invested by the Exchange Agent as reasonably directed by Parent; provided, however, that any investment of such cash shall in cash or direct, all events be limited to direct short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the United States of America or U.S. government, in commercial paper obligations rated P-1 or A-1 or P-1 or better by Xxxxx’x Investor ServicesInvestors Service, Inc. or Standard & Poor’s Corporation, respectively, or in each case as directed by Parent 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 acceptable to the Exchange Agent; provided, however, that no such investment or losses loss thereon shall affect the Merger Consideration amounts payable to the holders of the Company Securities Certificates or Book-Entry Shares pursuant to this Article II. Any interest and following any losses, Parent other income resulting from such investments shall promptly provide additional funds be paid to the Exchange Agent for the benefit of the holders of the Company Securities in the amount of any such losses to the extent necessary to pay the Merger Consideration to such holders. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the Parent Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto after the establishment of such Exchange Fund for the account of Persons entitled theretoParent.

Exchange Fund. Prior to the Effective TimeComputershare Inc., Parent shall appoint an exchange agent its applicable Affiliate(s) or another Person selected by Parent that is and reasonably satisfactory acceptable to the Company Representative shall act, at Parent’s sole expense, as the paying and exchange agent for the purpose of effecting the payment and delivery of the Merger Consideration in connection with the Initial Merger (the “Exchange Agent”)) in accordance with this Agreement and the Exchange Agent Agreement, to be entered into by and enter into an exchange agent agreementamong the Exchange Agent, Parent and the Representative, in form and substance reasonably satisfactory to Parent and the Company, with such Company (the “Exchange Agent to act as agent for payment of the Merger Consideration in respect of Company Certificates upon surrender of such Company Certificates (or affidavits of loss in lieu thereof) in accordance with this Article 2 from time to time after the Effective TimeAgreement”). At or immediately after the Effective Time, Parent shall deposit deposit, or cause to be deposited, with the Exchange AgentAgent (i) evidence of Parent Shares issuable pursuant to Section 2.1(a) in book-entry form equal to the aggregate number of Parent Shares to be issued as Merger Consideration and (ii) cash in immediately available funds in an amount sufficient to pay the aggregate cash to be paid as any Fractional Share Consideration and any dividends under Section 2.2(e) (such evidence of book-entry Parent Shares and Fractional Share Consideration, together with any dividends or other distributions with respect thereto, the “Exchange Fund”) in trust each case, for the sole benefit of the holders of shares of Company Securities, (i) Parent Certificates representing shares of Parent Stock Consideration to be issued the Shares converted pursuant to Section 2.4(c)(i2.1(a) and Section 2.4(c)(iv) and delivered pursuant and, for avoidance of doubt, excluding any Parent Shares or cash to Section 2.5(b) and be deposited in the Escrow Account (ii) cash for payment in lieu of fractional shares pursuant to Section 2.5(ethe “Closing Merger Consideration”). Such shares Parent shall cause the Exchange Agent to make, and the Exchange Agent shall make, delivery of Parent Common Stockthe Closing Merger Consideration, together with including payment of the Fractional Share Consideration and any interest, amounts payable in respect of dividends or other distributions on Parent Shares in accordance with respect thereto (as provided in Section 2.5(c2.2(e)) and such cash, are referred to herein as the “Exchange Fund.” The Exchange Agent, pursuant to irrevocable instructions consistent with the terms of this Agreement given on the Closing Date, shall deliver the Parent Common Stock to be issued pursuant to Section 2.4(c)(i) and Section 2.4(c)(iv) as well as cash in lieu of fractional shares pursuant to Section 2.5(e) out of the Exchange Fund, and the Fund in accordance with this Agreement. The Exchange Fund shall not be used for any other purpose whatsoever; that is not expressly provided that the Exchange Agent shall invest or hold the cash portion of the Exchange Fund only for in cash or direct, short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the United States of America or in commercial paper obligations rated A-1 or P-1 or better by Xxxxx’x Investor Services, Inc. or Standard & Poor’s Corporation, respectively, in each case as directed by Parent and acceptable to the Exchange Agent; provided, however, that no such investment or losses thereon shall affect the Merger Consideration payable to the holders of the Company Securities and following any losses, Parent shall promptly provide additional funds to the Exchange Agent for the benefit of the holders of the Company Securities in the amount of any such losses to the extent necessary to pay the Merger Consideration to such holders. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the Parent Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto after the establishment of such Exchange Fund for the account of Persons entitled theretothis Agreement.

Exchange Fund. Prior to the Effective Timemailing of the Proxy Statement, Parent shall appoint an exchange agent selected by Parent that is designate a United States bank or trust company reasonably satisfactory acceptable to the Company to act as exchange agent in connection with the Merger (the “Exchange Agent”), and enter into an exchange agent agreement, in form and substance reasonably satisfactory . Prior to the Company, with such Exchange Agent to act as agent for payment of the Merger Consideration in respect of Company Certificates upon surrender of such Company Certificates (or affidavits of loss in lieu thereof) in accordance with this Article 2 from time to time after the Effective Time. At the Effective Time, Parent (or, with respect to the Pre-Closing Dividend but subject to Section 2.1(d), the Company) shall deposit with the Exchange Agent, Agent (i) evidence of Parent Common Stock in trust for book-entry form issuable pursuant to Section 2.1(a) and Section 2.4 equal to the benefit of the holders aggregate number of shares of Company Securities, (i) Parent Certificates representing shares of Parent Stock Consideration to be issued pursuant to Section 2.4(c)(i) and Section 2.4(c)(iv) and delivered pursuant to Section 2.5(b) and (ii) cash for payment in lieu of fractional shares pursuant to Section 2.5(e). Such shares of Parent Common Stock, together with any interest, dividends or distributions with respect thereto (as provided in Section 2.5(c)) and such cash, are referred to herein as the “Exchange Fund.” The Exchange Agent, pursuant to irrevocable instructions consistent with the terms of this Agreement given on the Closing Date, shall deliver the Parent Common Stock to be issued pursuant to Section 2.4(c)(i2.1 and Section 2.4 (excluding any Fractional Share Consideration), and (ii) cash in immediately available funds in an amount sufficient to pay the aggregate Cash Consideration, Fractional Share Consideration, Pre-Closing Dividend and any dividends or other distributions under Section 2.2(e) (such evidence of book-entry shares of Parent Common Stock and cash amounts, the “Exchange Fund”), in each case, for the sole benefit of the holders of shares of Company Common Stock, the holders of Company Restricted Shares and the Surviving Entity (in the case of the Surviving Entity, solely to the extent any amounts in the Exchange Fund are in excess of the amounts payable pursuant to Section 2.1(a) and Section 2.4(c)(iv2.1(d)). In the event the Exchange Fund shall be insufficient to pay the aggregate Cash Consideration, Fractional Share Consideration, Pre-Closing Dividend and any dividends or other distributions under Section 2.2(e), Parent shall promptly deposit additional funds with the Exchange Agent in an amount that is equal to the deficiency in the amount required to make such payment. Parent shall cause the Exchange Agent to make, and the Exchange Agent shall make, delivery of the Merger Consideration, including any Fractional Share Consideration, any amounts payable in accordance with Section 2.2(e) as well as cash in lieu of fractional shares pursuant to Section 2.5(e) and the Pre-Closing Dividend, out of the Exchange Fund, and the Fund in accordance with this Agreement. The Exchange Fund shall not be used for any other purpose whatsoever; that is not expressly provided that the Exchange Agent shall invest or hold the for in this Agreement. The cash portion of the Exchange Fund only shall be invested by the Exchange Agent as reasonably directed by Parent; provided, however, that any investment of such cash shall in cash or direct, all events be limited to direct short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the United States of America or U.S. government, in commercial paper obligations rated P-1 or A-1 or P-1 or better by Xxxxx’x Investor ServicesMxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, respectively, or in each case as directed by Parent 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 acceptable to the Exchange Agent; provided, however, that no such investment or losses loss thereon shall affect the Merger Consideration amounts payable to the holders of the Company Securities Book-Entry Shares pursuant to this Article II. Any interest and following any losses, Parent other income resulting from such investments shall promptly provide additional funds be paid to the Surviving Entity on the earlier of one (1) year after the Merger Effective Time or the Exchange Agent for Fund has been paid in full; provided, that any amounts in the benefit Exchange Fund in excess of the holders of the Company Securities in the amount of any such losses amounts payable under Section 2.1(a) and Section 2.1(d) shall be promptly paid to the extent necessary to pay the Merger Consideration to such holders. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the Parent Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto after the establishment of such Exchange Fund for the account of Persons entitled theretoSurviving Entity.

Exchange Fund. Prior to the Effective Time, Parent or Purchaser shall appoint an exchange agent selected by Parent that is designate a bank or trust company reasonably satisfactory 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 holders of Company Shares and Company Preferred Shares for the purpose of receiving and holding their Form of Election in Merger, Certificates and Book­Entry Shares and shall obtain no rights or interests in the shares represented thereby. At or immediately after the Effective Time, Parent or Purchaser shall deposit, or cause to be deposited, with the Exchange Agent (i) evidence of Parent Common Stock and Parent Series E Preferred Stock issuable pursuant to Section 3.1(a) and Section 3.1(d), respectively, in book­entry form equal to the aggregate Parent Common Stock portion of the Common Merger Consideration (excluding any Fractional Share Consideration) and the aggregate Preferred Merger Consideration, respectively, and enter into (ii) cash in immediately available funds in an exchange agent agreementamount sufficient to pay the aggregate cash portion of the Merger Consideration, Fractional Share Consideration and any dividends under Section 3.2(f) (such evidence of book­entry shares of Parent Common Stock and Parent Series E Preferred Stock and cash amounts, together with any dividends or other distributions with respect thereto, the “Exchange Fund”), in form each case, for the sole benefit of the holders of Company Shares and substance reasonably satisfactory to Company Preferred Shares. In the Company, with such event the Exchange Agent to act Fund shall be insufficient (other than as agent for a result of payment of the Merger Consideration in respect of Company Certificates upon surrender of such Company Certificates (or affidavits of loss in lieu thereof) in accordance with this Article 2 from time Agreement) to time after pay the Effective Time. At aggregate cash portion of the Effective TimeMerger Consideration, Fractional Share Consideration and any dividends under Section 3.2(f), Parent shall, or shall deposit cause the Surviving Corporation to, promptly deposit, or cause to be deposited, additional funds with the Exchange AgentAgent in an amount which is equal to the shortfall that is required to make such payment. Parent shall cause the Exchange Agent to make, in trust for and the benefit Exchange Agent shall make, delivery of the holders Merger Consideration, including payment of shares the Fractional Share Consideration, and any amounts payable in respect of Company Securities, (i) Parent Certificates representing shares of Parent Stock Consideration to be issued pursuant to Section 2.4(c)(i) and Section 2.4(c)(iv) and delivered pursuant to Section 2.5(b) and (ii) cash for payment in lieu of fractional shares pursuant to Section 2.5(e). Such dividends or other distributions on shares of Parent Common Stock, together Stock in accordance with any interest, dividends or distributions with respect thereto (as provided in Section 2.5(c)) and such cash, are referred to herein as the “Exchange Fund.” The Exchange Agent, pursuant to irrevocable instructions consistent with the terms of this Agreement given on the Closing Date, shall deliver the Parent Common Stock to be issued pursuant to Section 2.4(c)(i) and Section 2.4(c)(iv) as well as cash in lieu of fractional shares pursuant to Section 2.5(e3.2(f) out of the Exchange Fund, and the Fund in accordance with this Agreement. The Exchange Fund shall not be used for any other purpose whatsoever; that is not expressly provided that the Exchange Agent shall invest or hold the for in this Agreement. The cash portion of the Exchange Fund only shall be invested by the Exchange Agent as reasonably directed by Parent; provided, however, that any investment of such cash shall in cash or direct, all events be limited to direct short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the United States of America or U.S. government, in commercial paper obligations rated A-1 P-1 or P-1 A­1 or better by Xxxxx’x Investor ServicesInvestors Service, Inc. or Standard & Poor’s Corporation, respectively, or in each case as directed by Parent 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 acceptable to the Exchange Agent; provided, however, that no such investment or losses loss thereon shall affect the Merger Consideration amounts payable to the holders of the Company Securities Certificates or Book­Entry Shares pursuant to this Article III. Any interest and following any losses, Parent other income resulting from such investments shall promptly provide additional funds be paid to the Exchange Agent for Surviving Corporation on the benefit earlier of (A) one (1) year after the Effective Time or (B) the full payment of the holders of the Company Securities in the amount of any such losses to the extent necessary to pay the Merger Consideration to such holders. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the Parent Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto after the establishment of such Exchange Fund for the account of Persons entitled theretoFund.

Exchange Fund. Prior to the First Effective Time, Parent shall appoint an exchange agent selected by Parent that is designate a bank or trust company reasonably satisfactory acceptable to the Company to act as the exchange agent in connection with the First Merger (the “Exchange Agent”), and enter into an exchange agent agreement, in form and substance reasonably satisfactory to the Company, with such . The Exchange Agent to shall also act as the agent for payment the Company Stockholders for the purpose of receiving and holding their Certificates and Book-Entry Shares and shall obtain no rights or interests in the Merger Consideration in respect of Company Certificates upon surrender of such Company Certificates (shares represented thereby. At or affidavits of loss in lieu thereof) in accordance with this Article 2 from time to time immediately after the Effective Time. At the First Effective Time, Parent shall deposit deposit, or cause to be deposited, with the Exchange Agent, in trust for the benefit of the holders of shares of Company Securities, Agent (i) Parent Certificates representing shares evidence of Parent Common Stock Consideration to be issued issuable pursuant to Section 2.4(c)(i2.1(a) and Section 2.4(c)(iv) and delivered pursuant in book-entry form equal to Section 2.5(bthe Stock Consideration (excluding any Fractional Share Consideration) and (ii) cash for payment in lieu immediately available funds in an amount sufficient to pay the Cash Consideration in accordance with Section 2.1(a) and the Fractional Share Consideration in accordance with Section 2.5, and any dividends or other distributions under Section 2.2(f) (such evidence of fractional shares pursuant to Section 2.5(e). Such book-entry shares of Parent Common StockStock and cash amounts, together with any interest, dividends or other distributions with respect thereto (as provided in Section 2.5(c)) and such cashthereto, are referred to herein as the “Exchange Fund.” The ”), in each case, for the sole benefit of the holders of Company Common Stock. In the event the Exchange AgentFund shall be insufficient to pay the Merger Consideration in accordance with Section 2.1, pursuant the Fractional Share Consideration in accordance with Section 2.5 and any dividends or other distributions under Section 2.2(f), Parent shall promptly deposit, or cause to irrevocable instructions consistent be deposited, additional funds with the terms Exchange Agent in an amount that is equal to the shortfall that is required to make such payment. Parent shall cause the Exchange Agent to make, and the Exchange Agent shall make, delivery of this Agreement given the Merger Consideration, including payment of the Fractional Share Consideration in accordance with Section 2.5, and any amounts payable in respect of dividends or other distributions on the Closing Date, shall deliver the shares of Parent Common Stock to be issued pursuant to in accordance with Section 2.4(c)(i) and Section 2.4(c)(iv) as well as cash in lieu of fractional shares pursuant to Section 2.5(e) 2.2(f), out of the Exchange Fund, and the Fund in accordance with this Agreement. The Exchange Fund shall not be used for any other purpose whatsoever; that is not expressly provided that the Exchange Agent shall invest or hold the for in this Agreement. The cash portion of the Exchange Fund only shall be invested by the Exchange Agent as reasonably directed by Parent; provided, however, that any investment of such cash shall in cash or direct, all events be limited to direct short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the United States of America or U.S. government, in commercial paper obligations rated P-1 or A-1 or P-1 or better by Xxxxx’x Investor ServicesInvestors Service, Inc. or Standard & Poor’s Corporation, respectively, or in each case as directed by Parent 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 acceptable to the Exchange Agent; provided, however, that no such investment or losses loss thereon shall affect the Merger Consideration amounts payable to the holders of the Company Securities Certificates or Book-Entry Shares pursuant to this Article II. Any interest and following any losses, Parent other income resulting from such investments shall promptly provide additional funds be paid to the Exchange Agent for the benefit of the holders of the Company Securities in the amount of any such losses to the extent necessary to pay the Merger Consideration to such holders. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the Parent Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto after the establishment of such Exchange Fund for the account of Persons entitled theretoParent.

Exchange Fund. Prior to the Effective Time, Parent shall appoint an exchange agent selected by Parent that is designate a bank or trust company reasonably satisfactory acceptable to the Company to act as the exchange agent in connection with the Merger (the “Exchange Agent”), and enter into an exchange agent agreement, in form and substance reasonably satisfactory to the Company, with such . The Exchange Agent to shall also act as the agent for payment the Company Stockholders for the purpose of receiving and holding their Certificates and Book-Entry Shares and shall obtain no rights or interests in the Merger Consideration in respect of Company Certificates upon surrender of such Company Certificates (or affidavits of loss in lieu thereof) in accordance with this Article 2 from time to time after the Effective Timeshares represented thereby. At or immediately after the Effective Time, Parent shall deposit deposit, or cause to be deposited, with the Exchange Agent, in trust for the benefit of the holders of shares of Company Securities, Agent (i) Parent Certificates representing shares evidence of Parent Class A Common Stock issuable in book-entry form equal to the aggregate Merger Consideration to be issued (excluding any Fractional Share Consideration) payable pursuant to Section 2.4(c)(i) and Section 2.4(c)(iv) and delivered pursuant to Section 2.5(b2.1(a) and (ii) cash for payment in lieu immediately available funds in an amount sufficient to pay the Fractional Share Consideration in accordance with Section 2.5, and any dividends or other distributions under Section 2.2(f) (such evidence of fractional shares pursuant to Section 2.5(e). Such book-entry shares of Parent Class A Common StockStock and cash amounts, together with any interest, dividends or other distributions with respect thereto (as provided in Section 2.5(c)) and such cashthereto, are referred to herein as the “Exchange Fund.” The ”), in each case, for the sole benefit of the holders of Company Common Stock. In the event the Exchange AgentFund shall be insufficient to pay the Fractional Share Consideration in accordance with Section 2.5 and any dividends or other distributions under Section 2.2(f), pursuant Parent shall promptly deposit, or cause to irrevocable instructions consistent be deposited, additional funds with the terms Exchange Agent in an amount that is equal to the shortfall that is required to make such payment. Parent shall cause the Exchange Agent to make, and the Exchange Agent shall make, delivery of this Agreement given the Merger Consideration, including payment of the Fractional Share Consideration in accordance with Section 2.5, and any amounts payable in respect of dividends or other distributions on the Closing Date, shall deliver the shares of Parent Class A Common Stock to be issued pursuant to in accordance with Section 2.4(c)(i) and Section 2.4(c)(iv) as well as cash in lieu of fractional shares pursuant to Section 2.5(e) 2.2(f), out of the Exchange Fund, and the Fund in accordance with this Agreement. The Exchange Fund shall not be used for any other purpose whatsoever; that is not expressly provided that the Exchange Agent shall invest or hold the for in this Agreement. The cash portion of the Exchange Fund only shall be invested by the Exchange Agent as reasonably directed by Xxxxxx; provided, however, that any investment of such cash shall in cash or direct, all events be limited to direct short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the United States of America or U.S. government, in commercial paper obligations rated P-1 or A-1 or P-1 or better by Xxxxx’x Investor ServicesInvestors Service, Inc. or Standard & Poor’s Corporation, respectively, or in each case as directed by Parent 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 acceptable to the Exchange Agent; provided, however, that no such investment or losses loss thereon shall affect the Merger Consideration amounts payable to the holders of the Company Securities Certificates or Book-Entry Shares pursuant to this Article II. Any interest and following any losses, Parent other income resulting from such investments shall promptly provide additional funds be paid to the Exchange Agent for the benefit of the holders of the Company Securities in the amount of any such losses to the extent necessary to pay the Merger Consideration to such holders. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the Parent Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto after the establishment of such Exchange Fund for the account of Persons entitled theretoParent.

Exchange Fund. Prior to the Effective Time, Parent shall appoint an exchange agent selected by Parent that is designate a bank or trust company reasonably satisfactory acceptable to the Company to act as the exchange agent in connection with the Merger (the “Exchange Agent”). The Exchange Agent shall also act as the agent for the Company Stockholders for the purpose of receiving and holding their Certificates and Book-Entry Shares and shall obtain no rights or interests in the shares represented thereby. At or immediately after the Effective Time, Parent shall deposit, or cause to be deposited, with the Exchange Agent (i) evidence of Parent Common Stock issuable pursuant to Section 3.1(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, including the Fractional Share Consideration in accordance with Section 3.6, and enter into an exchange agent agreementany dividends or other distributions under Section 3.2(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 form and substance reasonably satisfactory each case, for the sole benefit of the holders of Company Common Stock; provided that no such deposits shall be required to be made with respect to any Dissenting Shares. In the Company, with such event the Exchange Agent to act Fund shall be insufficient (other than as agent for a result of payment of the Merger Consideration in respect accordance with this Agreement) to pay the aggregate cash portion of Company Certificates upon surrender of such Company Certificates (or affidavits of loss in lieu thereof) the Merger Consideration, including the Fractional Share Consideration in accordance with this Article 2 from time to time after the Effective Time. At the Effective TimeSection 3.6 and any dividends or other distributions under Section 3.2(f), Parent shall deposit promptly deposit, or cause to be deposited, additional funds with the Exchange AgentAgent in an amount that is equal to the shortfall that is required to make such payment. Parent shall cause the Exchange Agent to make, in trust for and the benefit Exchange Agent shall make, delivery of the holders Merger Consideration, including payment of shares the Fractional Share Consideration in accordance with Section 3.6, and any amounts payable in respect of Company Securities, (i) Parent Certificates representing shares of Parent Stock Consideration to be issued pursuant to Section 2.4(c)(i) and Section 2.4(c)(iv) and delivered pursuant to Section 2.5(b) and (ii) cash for payment in lieu of fractional shares pursuant to Section 2.5(e). Such dividends or other distributions on shares of Parent Common Stock, together Stock in accordance with any interest, dividends or distributions with respect thereto (as provided in Section 2.5(c)) and such cash, are referred to herein as the “Exchange Fund.” The Exchange Agent, pursuant to irrevocable instructions consistent with the terms of this Agreement given on the Closing Date, shall deliver the Parent Common Stock to be issued pursuant to Section 2.4(c)(i) and Section 2.4(c)(iv) as well as cash in lieu of fractional shares pursuant to Section 2.5(e3.2(f) out of the Exchange Fund, and the Fund in accordance with this Agreement. The Exchange Fund shall not be used for any other purpose whatsoever; that is not expressly provided that the Exchange Agent shall invest or hold the for in this Agreement. The cash portion of the Exchange Fund only shall be invested by the Exchange Agent as reasonably directed by Parent; provided, however, that any investment of such cash shall in cash or direct, all events be limited to direct short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the United States of America or U.S. government, in commercial paper obligations rated P-1 or A-1 or P-1 or better by Xxxxx’x Investor ServicesInvestors Service, Inc. or Standard & Poor’s Corporation, respectively, or in each case as directed by Parent 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 acceptable to the Exchange Agent; provided, however, that no such investment or losses loss thereon shall affect the Merger Consideration amounts payable to the holders of the Company Securities Certificates or Book-Entry Shares pursuant to this Article III. Any interest and following any losses, Parent other income resulting from such investments shall promptly provide additional funds be paid to the Exchange Agent for the benefit of the holders of the Company Securities in the amount of any such losses to the extent necessary to pay the Merger Consideration to such holders. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the Parent Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto after the establishment of such Exchange Fund for the account of Persons entitled theretoParent.

Exchange Fund. Prior to the Partnership Merger Effective Time, Parent DLR shall appoint an designate American Stock Transfer & Trust Company to act as the exchange agent selected by Parent that is reasonably satisfactory to in connection with the Company Mergers (the “Exchange Agent”), and enter into an exchange agent agreement, in form and substance reasonably satisfactory . Prior to the Company, with such Exchange Agent to act as agent for payment of the Company Merger Consideration in respect of Company Certificates upon surrender of such Company Certificates (or affidavits of loss in lieu thereof) in accordance with this Article 2 from time to time after the Effective Time. At the Effective Time, Parent DLR shall deposit deposit, or cause DLR OP to deposit, with the Exchange AgentAgent (i) evidence of DLR Common Stock and DLR Series C Preferred Stock in book-entry form issuable pursuant to Section 2.1(a)(i) equal to the aggregate Merger Consideration (excluding any Fractional Share Consideration) and aggregate Preferred Merger Consideration and (ii) cash in immediately available funds in an amount sufficient to pay the Fractional Share Consideration and any dividends or other distributions under Section 2.2(f) (such evidence of book-entry shares of DLR Common Stock and DLR Series C Preferred Stock and cash amounts, together with any dividends or other distributions with respect thereto, the “Exchange Fund”), in trust each case, for the sole benefit of the holders of shares of Company SecuritiesCommon Stock, Company Series C Preferred Stock and DLR (i) Parent Certificates representing shares solely to the extent any amounts in the Exchange Fund are in excess of Parent Stock Consideration to be issued the amounts payable pursuant to Section 2.4(c)(i) and Section 2.4(c)(iv) and delivered pursuant to Section 2.5(b) and (ii) cash for payment in lieu of fractional shares pursuant to Section 2.5(e2.1(a)(i)). Such In the event the Exchange Fund shall be insufficient to pay the aggregate Fractional Share Consideration and any dividends or other distributions under Section 2.2(f), DLR shall, or shall cause DLR OP 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. DLR 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 and Preferred Merger Consideration and any amounts payable in respect of dividends or other distributions on shares of Parent Common Stock, together with any interest, dividends or distributions with respect thereto (as provided in Section 2.5(c)) and such cash, are referred to herein as the “Exchange Fund.” The Exchange Agent, pursuant to irrevocable instructions consistent with the terms of this Agreement given on the Closing Date, shall deliver the Parent DLR Common Stock to be issued pursuant to or DLR Series C Preferred Stock in accordance with Section 2.4(c)(i) and Section 2.4(c)(iv) as well as cash in lieu of fractional shares pursuant to Section 2.5(e2.2(f) out of the Exchange Fund, and the Fund in accordance with this Agreement. The Exchange Fund shall not be used for any other purpose whatsoever; that is not expressly provided that the Exchange Agent shall invest or hold the for in this Agreement. The cash portion of the Exchange Fund only shall be invested by the Exchange Agent as reasonably directed by DLR; provided, however, that any investment of such cash shall in cash or direct, all events be limited to direct short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the United States of America or U.S. government, in commercial paper obligations rated P-1 or A-1 or P-1 or better by Xxxxx’x Investor ServicesInvestors Service, Inc. or Standard & Poor’s Corporation, respectively, or in each case as directed by Parent 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 acceptable to the Exchange Agent; provided, however, that no such investment or losses loss thereon shall affect the Merger Consideration amounts payable to the holders of Certificates or Book-Entry Shares pursuant to this Article II. Any interest and other income resulting from such investments shall be paid to DLR on the earlier of (i) one (1) year after the Company Securities and following any losses, Parent shall promptly provide additional funds to Merger Effective Time or (ii) the full payment of the Exchange Agent for Fund; provided, that any amounts in the benefit Exchange Fund in excess of the holders of the Company Securities in the amount of any such losses amounts payable under Section 2.1(a)(i) shall be promptly paid to the extent necessary to pay the Merger Consideration to such holders. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the Parent Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto after the establishment of such Exchange Fund for the account of Persons entitled theretoDLR.