Common use of Exchange Right and Automatic Exchange Clause in Contracts

Exchange Right and Automatic Exchange. 5.1 Grant and Ownership of the Exchange Right; Automatic Exchange Rights Parent hereby grants to the Agent as Agent for and on behalf of, and for the use and benefit of, the Beneficiaries: (i) the right (the "Exchange Right"), upon the occurrence and during the continuance of an Insolvency Event, to require Parent to purchase from each or any Beneficiary all or any part of the Exchangeable Shares held by the Beneficiary; and (ii) the Automatic Exchange Rights, all in accordance with the provisions of this Agreement. Parent hereby acknowledges receipt from the Agent as Agent for and on behalf of the Beneficiaries of good and valuable consideration (and the adequacy thereof) for the grant of the Exchange Right and the Automatic Exchange Rights by Parent to the Agent. During the term of this Agreement and subject to the terms and conditions of this Agreement, the Agent shall possess and be vested with full legal ownership of the Exchange Right and the Automatic Exchange Rights and shall be entitled to exercise all of the rights and powers of an owner with respect to the Exchange Right and the Automatic Exchange Rights, provided that the Agent shall: (a) hold the Exchange Right and the Automatic Exchange Rights and the legal title thereto as Agent solely for the use and benefit of the Beneficiaries in accordance with the provisions of this Agreement; and (b) except as specifically authorized by this Agreement, have no power or authority to exercise or otherwise deal in or with the Exchange Right or the Automatic Exchange Rights, and the Agent shall not exercise any such rights for any purpose other than the purposes set out in this Agreement. 5.2 Legended Share Certificates Exchangeco will cause each certificate representing Exchangeable Shares to bear an appropriate legend notifying the Beneficiaries of: (a) their right to instruct the Agent with respect to the exercise of the Exchange Right in respect of the Exchangeable Shares held by a Beneficiary; and (b) the Automatic Exchange Rights.

Exchange Right and Automatic Exchange. 5.1 Grant and Ownership of the Exchange Put Right; , Exchange Right and Automatic Exchange Rights Parent Right. Merilus USA hereby grants to the Agent Trustee as Agent trustee for and on behalf of, and for the use and benefit of, the Beneficiaries: Holders: (ia) the Exchange Put Right; (b) the right (the "Exchange Right"), upon on the occurrence and during the continuance of an Insolvency Event, to require Parent Merilus USA to purchase from each or any Beneficiary Holder all or any part of the Exchangeable Shares held by the BeneficiaryHolders; and 121 (iic) the Automatic Exchange Rights, all in accordance with the provisions of this Agreementagreement and the Exchangeable Share Provisions, as the case may be. Parent Merilus USA hereby acknowledges receipt from the Agent Trustee as Agent trustee for and on behalf of the Beneficiaries Holders of good and valuable consideration (and the adequacy thereof) for the grant of the Exchange Put Right, the Exchange Right and the Automatic Exchange Rights by Parent Merilus USA to the AgentTrustee. During the term of this Agreement the Trust and subject to the terms and conditions of this Agreementagreement, the Agent shall Trustee will possess and be vested with full legal ownership of the Exchange Put Right, the Exchange Right and the Automatic Exchange Rights and shall will be entitled to exercise all of the rights and powers of an owner with respect to the Exchange Put Right, the Exchange Right and the Automatic Exchange Rights, provided that the Agent shallTrustee will: (ad) hold the Exchange Put Right, the Exchange Right and the Automatic Exchange Rights and the legal title thereto as Agent trustee solely for the use and benefit of the Beneficiaries Holders in accordance with the provisions of this Agreementagreement; and (be) except as specifically authorized by this Agreementagreement, have no power or authority to exercise or otherwise deal in or with the Exchange Put Right, the Exchange Right or the Automatic Exchange Rights, and the Agent shall Trustee will not exercise any such rights for any purpose other than the purposes set out in for which this AgreementTrust is created pursuant to this agreement. 5.2 Legended Share Certificates Exchangeco will cause each certificate representing Exchangeable Shares to bear an appropriate legend notifying the Beneficiaries of: (a) their right to instruct the Agent with respect to the exercise of the Exchange Right in respect of the Exchangeable Shares held by a Beneficiary; and (b) the Automatic Exchange Rights.

Exchange Right and Automatic Exchange. 5.1 Grant and Ownership of the Exchange Right; Automatic Exchange Rights Parent Right Duke Energy hereby grants to the Agent Trustee as Agent trustee for and on behalf of, and for the use and benefit of, the Beneficiaries: (i) Beneficiaries the right (the "Exchange Right"), upon the occurrence and during the continuance of an Insolvency Event, to require Parent Duke Energy to purchase from each or any Beneficiary all or any part of the Exchangeable Shares held by the Beneficiary; such Beneficiary and (ii) the Automatic Exchange Rights, all in accordance with the provisions of this Agreement. Parent Duke Energy hereby acknowledges receipt from the Agent Trustee as Agent trustee for and on behalf of the Beneficiaries of good and valuable consideration (and the adequacy thereof) for the grant of the Exchange Right and the Automatic Exchange Rights by Parent Duke Energy to the AgentTrustee. During the term of this Agreement the Trust and subject to the terms and conditions of this Agreement, the Agent Trustee shall possess and be vested with full legal ownership of the Exchange Right and the Automatic Exchange Rights and shall be entitled to exercise all of the rights and powers of an owner with respect to the Exchange Right and the Automatic Exchange Rights, provided that the Agent Trustee shall: (a) hold the Exchange Right and the Automatic Exchange Rights and the legal title thereto as Agent trustee solely for the use and benefit of the Beneficiaries in accordance with the provisions of this Agreement; and (b) except as specifically authorized by this Agreement, have no power or authority to exercise or otherwise deal in or with the Exchange Right or the Automatic Exchange Rights, and the Agent Trustee shall not exercise any such rights for any purpose other than the purposes set out in for which the Trust is created pursuant to this Agreement.. -12- VOTING AND EXCHANGE TRUST AGREEMENT 5.2 Legended Share Certificates Exchangeco will cause each certificate representing Exchangeable Shares to bear an appropriate legend notifying the Beneficiaries of: (a) their right to instruct the Agent Trustee with respect to the exercise of the Exchange Right in respect of the Exchangeable Shares held by a Beneficiary; and (b) the Automatic Exchange Rights.

Exchange Right and Automatic Exchange. 5.1 Grant and Ownership of the Exchange Right; Automatic Exchange Rights Parent GRANT AND OWNERSHIP OF THE EXCHANGE PUT RIGHT, EXCHANGE RIGHT AND AUTOMATIC EXCHANGE RIGHT Devon hereby grants to the Agent Trustee as Agent trustee for and on behalf of, and for the use and benefit of, the BeneficiariesHolders: (ia) the Exchange Put Right; (b) the right (the "Exchange Right"), upon the occurrence and during the continuance of an Insolvency Event, to require Parent Devon to purchase from each or any Beneficiary Holder all or any part of the Exchangeable Shares held by the BeneficiaryHolders; and and (iic) the Automatic Exchange Rights, all in accordance with the provisions of this Agreementagreement and the Exchangeable Share Provisions, as the case may be. Parent Devon hereby acknowledges receipt from the Agent Trustee as Agent trustee for and on behalf of the Beneficiaries Holders of good and valuable consideration (and the adequacy thereof) for the grant of the Exchange Put Right, the Exchange Right and the Automatic Exchange Rights by Parent Devon to the AgentTrustee. During the term of this Agreement the Trust and subject to the terms and conditions of this Agreementagreement, the Agent Trustee shall possess and be vested with full legal ownership of the Exchange Put Right, the Exchange Right and the Automatic Exchange Rights and shall be entitled to exercise all of the rights and powers of an owner with respect to the Exchange Put Right, the Exchange Right and the Automatic Exchange Rights, provided that the Agent Trustee shall: : (ad) hold the Exchange Put Right, the Exchange Right and the Automatic Exchange Rights and the legal title thereto as Agent trustee solely for the use and benefit of the Beneficiaries Holders in accordance with the provisions of this Agreementagreement; and and (be) except as specifically authorized by this Agreementagreement, have no power or authority to exercise or otherwise deal in or with the Exchange Put Right, the Exchange Right or the Automatic Exchange Rights, and the Agent Trustee shall not exercise any such rights for any purpose other than the purposes set out in for which this AgreementTrust is created pursuant to this agreement. 5.2 Legended Share Certificates Exchangeco will cause each certificate representing Exchangeable Shares to bear an appropriate legend notifying the Beneficiaries of: (a) their right to instruct the Agent with respect to the exercise of the Exchange Right in respect of the Exchangeable Shares held by a Beneficiary; and (b) the Automatic Exchange Rights.

Exchange Right and Automatic Exchange. 5.1 Grant and Ownership of the Exchange Right; Automatic Exchange Rights Parent 4.1 GRANT AND OWNERSHIP OF THE EXCHANGE RIGHTS Patch hereby grants to the Agent Trustee as Agent Trustee for and on behalf of, and for the use and benefit of, the Beneficiaries: (i) Shareholders the right (the "“Insolvency Exchange Right"”), upon the occurrence and during the continuance of an Insolvency Event, to require Parent Patch to purchase from each or any Beneficiary Shareholder all or any part of the Exchangeable Shares held by the Beneficiary; Shareholder and (ii) the Automatic Exchange Rights, Rights all in accordance with the provisions of this Agreement. Parent Patch hereby acknowledges receipt from the Agent Trustee, as Agent Trustee for and on behalf of the Beneficiaries Shareholders, of good and valuable consideration (and the adequacy thereof) for the grant of the Insolvency Exchange Right Right, and the Automatic Exchange Rights Rights, by Parent Patch to the AgentTrustee. During the term of this Agreement the Trust and subject to the terms and conditions of this Agreement, the Agent Trustee shall possess and be vested with full legal ownership of the Insolvency Exchange Right and the Automatic Exchange Rights and shall be entitled to exercise all of the rights and powers of an owner with respect to the Insolvency Exchange Right and the Automatic Exchange Rights, provided that the Agent Trustee shall: (a) hold the Insolvency Exchange Right and the Automatic Exchange Rights and the legal title thereto as Agent Trustee solely for the use and benefit of the Beneficiaries Shareholders in accordance with the provisions of this Agreement; and (b) except as specifically authorized by this Agreement, have no power or authority to exercise or otherwise deal in or with the Insolvency Exchange Right or the Automatic Exchange Rights, and the Agent Trustee shall not exercise any such rights for any purpose other than the purposes set out in for which the Trust is created pursuant to this Agreement. 5.2 Legended Share Certificates Exchangeco will cause each certificate representing Exchangeable Shares , and shall not assign or transfer such rights except to bear an appropriate legend notifying a successor Trustee hereunder. The Insolvency Exchange Right and the Beneficiaries of: (a) their right Automatic Exchange Rights shall be and remain vested in and exercisable by the Trustee. Subject to section 7.14, the Trustee shall exercise the Insolvency Exchange Right only on the basis of instructions received pursuant to this Article 4 from Shareholders entitled to instruct the Agent Trustee as to the exercise thereof. To the extent that no instructions are received from a Shareholder with respect to the Insolvency Exchange Right, the Trustee shall not exercise or permit the exercise of the Insolvency Exchange Right in respect of the Exchangeable Shares held by a Beneficiary; and (b) the Automatic Exchange RightsRight.

Exchange Right and Automatic Exchange. 5.1 Grant and Ownership of the Exchange Put Right; , Exchange Right and Automatic Exchange Rights Parent Right Jaws US hereby grants to the Agent Trustee as Agent trustee for and on behalf of, and for the use and benefit of, the Beneficiaries: Holders: (ia) the Exchange Put Right; (b) the right (the "Exchange Right"), upon the occurrence and during the continuance of an Insolvency Event, to require Parent Jaws US to purchase from each or any Beneficiary Holder all or any part of the Exchangeable Shares held by the BeneficiaryHolders; and and (iic) the Automatic Exchange Rights, all in accordance with the provisions of this AgreementAgreement and the Exchangeable Share Provisions, as the case may be. Parent Jaws US hereby acknowledges receipt from the Agent Trustee as Agent trustee for and on behalf of the Beneficiaries Holders of good and valuable consideration (and the adequacy thereof) for the grant of the Exchange Put Right, the Exchange Right and the Automatic Exchange Rights by Parent Jaws US to the AgentTrustee. During the term of this Agreement the Trust and subject to the terms and conditions of this Agreement, the Agent Trustee shall possess and be vested with full legal ownership of the Exchange Put Right, the Exchange Right and the Automatic Exchange Rights and shall be entitled to exercise all of the rights and powers of an owner with respect to the Exchange Put Right, the Exchange Right and the Automatic Exchange Rights, provided that the Agent Trustee shall: (ad) hold the Exchange Put Right, the Exchange Right and the Automatic Exchange Rights and the legal title thereto as Agent trustee solely for the use and benefit of the Beneficiaries Holders in accordance with the provisions of this Agreement; and (be) except as specifically authorized by this Agreement, have no power or authority to exercise or otherwise deal in or with the Exchange Put Right, the Exchange Right or the Automatic Exchange Rights, and the Agent Trustee shall not exercise any such rights for any purpose other than the purposes set out in for which this Trust is created pursuant to this Agreement. 5.2 Legended Share Certificates Exchangeco Jaws Canada will cause each certificate representing Exchangeable Shares to bear an appropriate legend notifying the Beneficiaries Holders of: (a) their right to instruct the Agent Trustee with respect to the exercise of the Exchange Put Right and the Exchange Right in respect of the Exchangeable Shares held by a BeneficiaryHolder; and (b) the Automatic Exchange Rights.

Exchange Right and Automatic Exchange. 5.1 Grant and Ownership Exercise of the Exchange Right; Automatic Exchange Rights Parent Right Spinco hereby grants to the Agent Trustee as Agent trustee for and on behalf of, and for the use and benefit of, the Beneficiaries: (i) Beneficiaries the right (the "“Exchange Right"”), upon the occurrence and during the continuance of an Insolvency Event, to require Parent Newco Canada to purchase from each or any Beneficiary all or any part of the Exchangeable Shares held by the Beneficiary; Beneficiary and (ii) the Automatic Exchange Rights, all in accordance with the provisions of this Agreement. Parent Spinco hereby acknowledges receipt from the Agent Trustee as Agent trustee for and on behalf of the Beneficiaries of good and valuable consideration (and the adequacy thereof) for the grant of the Exchange Right and the Automatic Exchange Rights by Parent Spinco to the AgentTrustee. During the term of this Agreement the Trust and subject to the terms and conditions of this Agreement, the Agent Trustee shall possess and be vested with full legal ownership all rights in respect of the Exchange Right and the Automatic Exchange Rights and shall be entitled to exercise all of the rights and powers of an owner with respect to the Exchange Right and the Automatic Exchange Rights, provided that the Agent Trustee shall: (a) hold the Exchange Right and the Automatic Exchange Rights and the legal title thereto as Agent trustee solely for the use and benefit of the Beneficiaries in accordance with the provisions of this Agreement; and (b) except as specifically authorized by this Agreement, have no power or authority to exercise or otherwise deal in or with the Exchange Right or the Automatic Exchange Rights, and the Agent Trustee shall not exercise any such rights for any purpose other than the purposes set out in for which the Trust is created pursuant to this Agreement. 5.2 Legended Share Certificates Newco Canada Exchangeco will cause each certificate issued representing Exchangeable Shares to bear an appropriate legend notifying the Beneficiaries of: (a) their right to instruct the Agent Trustee with respect to the exercise of the Exchange Right in respect of the Exchangeable Shares held by a Beneficiary; and (b) the Automatic Exchange Rights.

Exchange Right and Automatic Exchange. 5.1 Grant and Ownership of the Exchange Right; Automatic Exchange Rights 2.1 GRANT OF THE EXCHANGE RIGHTS Parent hereby grants to the Agent Trustee as Agent trustee for and on behalf of, and for the use and benefit of, the Beneficiaries: Beneficiaries (i) the right (the "Exchange RightEXCHANGE RIGHT"), upon the occurrence and during the continuance of an Insolvency Event, to require Parent to purchase from each or any Beneficiary all or any part of the Exchangeable Shares held by the Beneficiary; , and (ii) the Automatic Exchange Rights, all in accordance with the provisions of this AgreementAgreement and the Exchangeable Share Provisions, as the case may be. Parent hereby acknowledges receipt from the Agent Trustee as Agent trustee for and on behalf of the Beneficiaries of good and valuable consideration (and the adequacy thereof) for the grant of the Exchange Right and the Automatic Exchange Rights by Parent to the AgentTrustee. During the term of this Agreement the Trust and subject to the terms and conditions of this Agreement, the Agent Trustee shall possess and be vested with full legal ownership of the Exchange Right and the Automatic Exchange Rights and shall be entitled to exercise all of the rights and powers of an owner with respect to the Exchange Right and the Automatic Exchange Rights, provided that the Agent Trustee shall: (a1) hold the Exchange Right and the Automatic Exchange Rights and the legal title thereto as Agent trustee solely for the use and benefit of the Beneficiaries in accordance with the provisions of this Agreement; and (b2) except as specifically authorized by this Agreement, have no power or authority to exercise or otherwise deal in or with the Exchange Right or the Automatic Exchange Rights, and the Agent Trustee shall not exercise any such rights for any purpose other than the purposes set out in for which this Trust is created pursuant to this Agreement. 5.2 Legended Share Certificates Exchangeco will cause each certificate representing Exchangeable Shares to bear an appropriate legend notifying the Beneficiaries of: (a) their right to instruct the Agent with respect to the exercise of the . The Exchange Right in respect of the Exchangeable Shares held by a Beneficiary; and (b) and the Automatic Exchange RightsRights shall terminate on the fifth anniversary of the date hereof, or such earlier date as there are no holders of Exchangeable Shares other than Parent, CanCo, Company or their respective Affiliates.

Exchange Right and Automatic Exchange. 5.1 5.1. Grant and Ownership of the Exchange Right; Automatic Exchange Rights Parent Right JDS Uniphase hereby grants to the Agent Trustee as Agent trustee for and on behalf of, and for the use and benefit of, the Beneficiaries: (i) Beneficiaries the right (the "Exchange Right"), upon the occurrence and during the continuance of an Insolvency Event, to require Parent JDS Uniphase to purchase from each or any Beneficiary all or any part of the Exchangeable Shares held by the Beneficiary; Beneficiary and (ii) the Automatic Exchange Rights, all in accordance with the provisions of this Agreementtrust agreement. Parent JDS Uniphase hereby acknowledges receipt from the Agent Trustee as Agent trustee for and on behalf of the Beneficiaries of good and valuable consideration (and the adequacy thereof) for the grant of the Exchange Right and the Automatic Exchange Rights by Parent JDS Uniphase to the AgentTrustee. During the term of this Agreement the Trust and subject to the terms and conditions of this Agreementtrust agreement, the Agent Trustee shall possess and be vested with full legal ownership of the Exchange Right and the Automatic Exchange Rights and shall be entitled to exercise all of the rights and powers of an owner with respect to the Exchange Right and the Automatic Exchange Rights, provided that the Agent Trustee shall: (a) hold the Exchange Right and the Automatic Exchange Rights and the legal title thereto as Agent trustee solely for the use and benefit of the Beneficiaries in accordance with the provisions of this Agreementtrust agreement; and (b) except as specifically authorized by this Agreementtrust agreement, have no power or authority to exercise or otherwise deal in or with the Exchange Right or the Automatic Exchange Rights, and the Agent Trustee shall not exercise any such rights for any purpose other than the purposes set out in for which the Trust is created pursuant to this Agreementtrust agreement. 5.2 5.2. Legended Share Certificates Exchangeco will cause each certificate representing Exchangeable Shares to bear an appropriate legend notifying the Beneficiaries of: (a) their right to instruct the Agent Trustee with respect to the exercise of the Exchange Right in respect of the Exchangeable Shares held by a Beneficiary; and (b) the Automatic Exchange Rights.

Exchange Right and Automatic Exchange. 5.1 (a) Grant and Ownership of the Exchange Right; Automatic Exchange Rights Parent . US Co hereby grants to the Agent Trustee as Agent trustee for and on behalf of, and for the use and benefit of, the Beneficiaries: Holders (i) the right (the "Exchange Right"), upon the occurrence and during the continuance of an Insolvency Event, to require Parent US Co to purchase from each or any Beneficiary Holder all or any 11 - 11 - part of the Exchangeable Shares held by the Beneficiary; such Holders, and (ii) the Automatic Exchange Rights, all in accordance with the provisions of this Agreement. Parent US Co hereby acknowledges receipt from the Agent Trustee as Agent trustee for and on behalf of the Beneficiaries Holders of good and valuable consideration (and the adequacy thereof) for the grant of the Exchange Right and the Automatic Exchange Rights by Parent US Co to the AgentTrustee. During the term of this Agreement the Trust and subject to the terms and conditions of this Agreement, the Agent Trustee shall possess and be vested with full legal ownership of the Exchange Right and the Automatic Exchange Rights and shall be entitled to exercise all of the rights and powers of an owner with respect to the Exchange Right and the Automatic Exchange Rights, provided that the Agent Trustee shall: (ai) hold the Exchange Right and the Automatic Exchange Rights and the legal title thereto as Agent trustee solely for the use and benefit of the Beneficiaries Holders in accordance with the provisions of this Agreement; and (bii) except as specifically authorized by this Agreement, have no power or authority to exercise or otherwise deal in or with the Exchange Right or the Automatic Exchange Rights, and the Agent Trustee shall not exercise any such rights for any purpose other than the purposes set out in for which this Trust is created pursuant to this Agreement. 5.2 (b) Legended Share Certificates Exchangeco Certificates. US Co Sub will cause each certificate representing Exchangeable Shares to bear an appropriate legend notifying the Beneficiaries Holders of: (ai) their right to instruct the Agent Trustee with respect to the exercise of the Exchange Right in respect of the Exchangeable Shares held by a BeneficiaryHolder; and (bii) the Automatic Exchange Rights.

Exchange Right and Automatic Exchange. 5.1 (a) Grant and Ownership of the Exchange Right; Automatic Exchange Rights Parent . US Co hereby grants to the Agent Trustee as Agent trustee for and on behalf of, and for the use and benefit of, the Beneficiaries: Holders (i) the right (the "Exchange Right"), upon the occurrence and during the continuance of an Insolvency Event, to require Parent US Co to purchase from each or any Beneficiary Holder all or any part of the Exchangeable Shares held by the Beneficiary; such Holders, and (ii) the Automatic Exchange Rights, all in accordance with the provisions of this Agreement. Parent US Co hereby acknowledges receipt from the Agent Trustee as Agent trustee for and on behalf of the Beneficiaries Holders of good and valuable consideration (and the adequacy thereof) for the grant of the Exchange Right and the Automatic Exchange Rights by Parent US Co to the AgentTrustee. During the term of this Agreement the Trust and subject to the terms and conditions of this Agreement, the Agent Trustee shall possess and be vested with full legal ownership of the Exchange Right and the Automatic Exchange Rights and shall be entitled to exercise all of the rights and powers of an owner with respect to the Exchange Right and the Automatic Exchange Rights, provided that the Agent Trustee shall: (ai) hold the Exchange Right and the Automatic Exchange Rights and the legal title thereto as Agent trustee solely for the use and benefit of the Beneficiaries Holders in accordance with the provisions of this Agreement; and (bii) except as specifically authorized by this Agreement, have no power or authority to exercise or otherwise deal in or with the Exchange Right or the Automatic Exchange Rights, and the Agent Trustee shall not exercise any such rights for any purpose other than the purposes set out in for which this Trust is created pursuant to this Agreement. 5.2 (b) Legended Share Certificates Exchangeco Certificates. US Co Sub will cause each certificate representing Exchangeable Shares to bear an appropriate legend notifying the Beneficiaries Holders of: (ai) their right to instruct the Agent Trustee with respect to the exercise of the Exchange Right in respect of the Exchangeable Shares held by a BeneficiaryHolder; and (bii) the Automatic Exchange Rights.

Exchange Right and Automatic Exchange. 5.1 Grant and Ownership of the Exchange Right; Automatic Exchange Rights Parent InfoSpace hereby grants to the Agent Trustee as Agent trustee for and on behalf of, and for the use and benefit of, the Beneficiaries: (i) Beneficiaries the right (the "Exchange Right"), -------------- upon the occurrence and during the continuance of an Insolvency Event, to require Parent InfoSpace to purchase from each or any Beneficiary all or any part of the Locus Exchangeable Shares held by the Beneficiary; Beneficiary and (ii) the Automatic Exchange Rights, all in accordance with the provisions of this Agreementtrust agreement. Parent InfoSpace hereby acknowledges receipt from the Agent Trustee as Agent trustee for and on behalf of the Beneficiaries of good and valuable consideration (and the adequacy thereof) for the grant of the Exchange Right and the Automatic Exchange Rights by Parent InfoSpace to the AgentTrustee. During the term of this Agreement the Trust and subject to the terms and conditions of this Agreementtrust agreement, the Agent Trustee shall possess and be vested with full legal ownership of the Exchange Right and the Automatic Exchange Rights and shall be entitled to exercise all of the rights and powers of an owner with respect to the Exchange Right and the Automatic Exchange Rights, provided that the Agent Trustee shall: (a) hold the Exchange Right and the Automatic Exchange Rights and the legal title thereto as Agent trustee solely for the use and benefit of the Beneficiaries in accordance with the provisions of this Agreementtrust agreement; and (b) except as specifically authorized by this Agreementtrust agreement, have no power or authority to exercise or otherwise deal in or with the Exchange Right or the Automatic Exchange Rights, and the Agent Trustee shall not exercise any such rights for any purpose other than the purposes set out in for which the Trust is created pursuant to this Agreementtrust agreement. 5.2 Legended Share Certificates Exchangeco will cause each certificate representing Exchangeable Shares to bear an appropriate legend notifying the Beneficiaries of: (a) their right to instruct the Agent with respect to the exercise of the Exchange Right in respect of the Exchangeable Shares held by a Beneficiary; and (b) the Automatic Exchange Rights.

Exchange Right and Automatic Exchange. 5.1 (a) Grant and Ownership of the Exchange Right; Automatic Exchange Rights Parent . Pubco hereby grants to the Agent Trustee as Agent trustee for and on behalf of, and for the use and benefit of, the Beneficiaries: Holders (i) the right (the "Exchange Right"), upon the occurrence and during the continuance of an Insolvency Event, to require Parent Pubco to purchase from each or any Beneficiary Holder all or any part of the Exchangeable Shares held by the Beneficiary; such Holders, and (ii) the Automatic Exchange Rights, all in accordance with the provisions of this Agreement. Parent Pubco hereby acknowledges receipt from the Agent Trustee as Agent trustee for and on behalf of the Beneficiaries Holders of good and valuable consideration (and the adequacy thereof) for the grant of the Exchange Right and the Automatic Exchange Rights by Parent Pubco to the AgentTrustee. During the term of this Agreement the Trust and subject to the terms and conditions of this Agreement, the Agent Trustee shall possess and be vested with full legal ownership of the Exchange Right and the Automatic Exchange Rights and shall be entitled to exercise all of the rights and powers of an owner with respect to the Exchange Right and the Automatic Exchange Rights, provided that the Agent Trustee shall: (ai) hold the Exchange Right and the Automatic Exchange Rights and the legal title thereto as Agent trustee solely for the use and benefit of the Beneficiaries Holders in accordance with the provisions of this Agreement; and (bii) except as specifically authorized by this Agreement, have no power or authority to exercise or otherwise deal in or with the Exchange Right or the Automatic Exchange Rights, and the Agent Trustee shall not exercise any such rights for any purpose other than the purposes set out in for which this Trust is created pursuant to this Agreement. 5.2 (b) Legended Share Certificates Exchangeco Certificates. Westcor will cause each certificate representing Exchangeable Shares to bear an appropriate legend notifying the Beneficiaries Holders of: (ai) their right to instruct the Agent Trustee with respect to the exercise of the Exchange Right in respect of the Exchangeable Shares held by a BeneficiaryHolder; and (bii) the Automatic Exchange Rights.

Exchange Right and Automatic Exchange. 5.1 Grant and Ownership of the Exchange Right; Automatic Exchange Rights Parent . BackWeb hereby grants to the Agent Trustee as Agent trustee for and on behalf of, and for the use and benefit of, the Beneficiaries: (i) Beneficiaries the right (the "Exchange Right"), upon the occurrence and during the continuance of an Insolvency Event, to require Parent BackWeb (subject to compliance with applicable securities laws) to purchase from each or any Beneficiary all or any part of the Exchangeable Shares held by the Beneficiary; Beneficiary and (ii) the Automatic Exchange Rights, all in accordance with the provisions of this Agreement. Parent BackWeb hereby acknowledges receipt from the Agent Trustee, as Agent trustee for and on behalf of the Beneficiaries Beneficiaries, of good and valuable consideration (and the adequacy thereof) for the grant issuance of the Exchange Right and the Automatic Exchange Rights by Parent to the AgentTrustee. During the term of this Agreement the Trust and subject to the terms and conditions of this Agreement, the Agent Trustee shall possess and be vested with full legal ownership of the Exchange Right and the Automatic Exchange Rights and shall be entitled to exercise all of the rights and powers of an owner with respect to the Exchange Right and the Automatic Exchange Rights, provided that the Agent Trustee shall: (a) hold the Exchange Right Rights and the Automatic Exchange Rights and the legal title thereto as Agent trustee solely for the use and benefit of the Beneficiaries in accordance with the provisions of this Agreement; and (b) except as specifically authorized by this Agreement, have no power or authority to exercise or otherwise deal in or with the Exchange Right or the Automatic Exchange Rights, and the Agent Trustee shall not exercise any such rights for any purpose other than the purposes set out in for which this Trust is created pursuant to this Agreement. 5.2 Legended Share Certificates Exchangeco will cause each certificate representing Exchangeable Shares to bear an appropriate legend notifying the Beneficiaries of: (a) their right to instruct the Agent with respect to the exercise of the Exchange Right in respect of the Exchangeable Shares held by a Beneficiary; and (b) the Automatic Exchange Rights.

Exchange Right and Automatic Exchange. 5.1 Grant and Ownership of the Exchange Right; Automatic Exchange Rights Right Parent hereby grants to the Agent Trustee as Agent Trustee for and on behalf of, and for the use and benefit of, the Beneficiaries: (i) Beneficiaries the right (the "“Exchange Right"”), exercisable upon the occurrence and during the continuance of an Insolvency Event, to require Parent to purchase from each or any Beneficiary all or any part of the Exchangeable Shares held by the Beneficiary; Beneficiary and (ii) the Automatic Exchange Rights, all in accordance with the provisions of this Agreement. Parent hereby acknowledges receipt from the Agent Trustee as Agent Trustee for and on behalf of the Beneficiaries of good and valuable consideration (and the adequacy thereof) for the grant of the Exchange Right and the Automatic Exchange Rights by Parent to the AgentTrustee. During the term of this Agreement the Trust and subject to the terms and conditions of this Agreement, the Agent Trustee shall possess and be vested with full legal ownership of the Exchange Right and the Automatic Exchange Rights and shall be entitled to exercise all of the rights and powers of an owner with respect to the Exchange Right and the Automatic Exchange Rights, provided that the Agent Trustee shall: (a) hold the Exchange Right and the Automatic Exchange Rights and the legal title thereto as Agent Trustee solely for the use and benefit of the Beneficiaries in accordance with the provisions of this Agreement; and (b) except as specifically authorized by this Agreement, have no power or authority to exercise or otherwise deal in or with the Exchange Right or the Automatic Exchange Rights, and the Agent Trustee shall not exercise any such rights for any purpose other than the purposes set out in for which the Trust is created pursuant to this Agreement. 5.2 Legended Share Certificates Exchangeco ExchangeCo will cause each certificate representing Exchangeable Shares to bear an appropriate legend notifying the Beneficiaries of: (a) their right to instruct the Agent Trustee with respect to the exercise of the Exchange Right in respect of the Exchangeable Shares held by a Beneficiary; and; (b) the Automatic Exchange Rights; and (c) any additional rights or restrictions required under applicable laws.