Common use of Grant and Ownership of the Exchange Right Clause in Contracts

Grant and Ownership of the Exchange Right. Acquiror hereby grants to the Trustee as trustee for and on behalf of, and for the use and benefit of, the Beneficiaries the right (the “Exchange Right”), upon the occurrence and during the continuance of an Insolvency Event, to require Acquiror to purchase from each or any Beneficiary all or any part of the Exchangeable Shares held by such Beneficiary and the Automatic Exchange Rights, all in accordance with the provisions of this Agreement. Acquiror hereby acknowledges receipt from the Trustee as 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 Acquiror to the Trustee. During the term of the Trust and subject to the terms and conditions of this Agreement, the 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 Trustee shall: (a) hold the Exchange Right and the Automatic Exchange Rights and the legal title thereto as 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 Trustee shall not exercise any such rights for any purpose other than the purposes for which the Trust is created pursuant to this Agreement.

Grant and Ownership of the Exchange Right. Acquiror hereby grants to the Trustee as trustee for and on behalf of, and for the use and benefit of, the Beneficiaries the right (the “"Exchange Right”"), upon the occurrence and during the continuance of an Insolvency Event, to require Acquiror to purchase from each or any Beneficiary all or any part of the Exchangeable Shares held by such Beneficiary and the Automatic Exchange Rights, all in accordance with the provisions of this Agreement. Acquiror hereby acknowledges receipt from the Trustee as 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 Acquiror to the Trustee. During the term of the Trust and subject to the terms and conditions of this Agreement, the 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 Trustee shall: (a) hold the Exchange Right and the Automatic Exchange Rights and the legal title thereto as 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 Trustee shall not exercise any such rights for any purpose other than the purposes for which the Trust is created pursuant to this Agreement.

Grant and Ownership of the Exchange Right. Acquiror LoJack hereby grants to the Trustee as trustee for and on behalf of, and for the use and benefit of, the Beneficiaries the right (the “Exchange Right”), upon the occurrence and during the continuance of an Insolvency Event, to require Acquiror LoJack to purchase from each or any Beneficiary all or any part of the Exchangeable Shares held by such the Beneficiary and the Automatic Exchange Rights, all in accordance with the provisions of this Agreement. Acquiror LoJack hereby acknowledges receipt from the Trustee as 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 Acquiror LoJack to the Trustee. During the term of the Trust and subject to the terms and conditions of this Agreement, the 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 Trustee shall: (a) 5.1.1 hold the Exchange Right and the Automatic Exchange Rights and the legal title thereto as trustee solely for the use and benefit of the Beneficiaries in accordance with the provisions of this Agreement; and (b) 5.1.2 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 Trustee shall not exercise any such rights for any purpose other than the purposes for which the Trust is created pursuant to this Agreement.

Grant and Ownership of the Exchange Right. Acquiror Enerplus hereby grants to the Trustee as trustee for and on behalf of, and for the use and benefit of, the Beneficiaries Beneficiaries, the right (the “"Exchange Right”"), upon the occurrence and during the continuance of an Insolvency Event, to require Acquiror Enerplus to purchase from each or any Beneficiary all or any part of the Exchangeable Shares Securities held by such Beneficiary Beneficiary, and the Automatic Exchange Rights, all in accordance with the provisions of this Agreement. Acquiror Enerplus hereby acknowledges receipt from the Trustee as 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 Acquiror Enerplus to the Trustee. During the term of the Trust and subject to the terms and conditions of this Agreement, the 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 Trustee shall: (a) hold the Exchange Right and the Automatic Exchange Rights and the legal title thereto as 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 Trustee shall not exercise any such rights for any purpose other than the purposes for which the Trust is created pursuant to this Agreement.

Grant and Ownership of the Exchange Right. Acquiror Dutchco hereby grants to the Trustee as trustee for and on behalf of, and for the use and benefit of, the Beneficiaries the right (the “"Exchange Right”"), upon the occurrence and during the continuance of an Insolvency Event, to require Acquiror Dutchco to purchase from each or any Beneficiary all or any part of the Exchangeable Shares held by such the Beneficiary and the Automatic Exchange Rights, all in accordance with the provisions of this Agreement. Acquiror Dutchco hereby acknowledges receipt from the Trustee as trustee for and on behalf of the Beneficiaries of good and valuable consideration (and the adequacy sufficiency thereof) for the grant of the Exchange Right and the Automatic Exchange Rights Right by Acquiror Dutchco to the Trustee. During the term of the Trust and subject to the terms and conditions of this Agreement, the 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 Trustee shall: : (a) hold the Exchange Right and the Automatic Exchange Rights and the legal title thereto as trustee solely for the use and benefit of the Beneficiaries in accordance with the provisions of this Agreement; and 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 Trustee shall not exercise any such rights for any purpose other than the purposes for which the this Trust is created pursuant to this Agreement.

Grant and Ownership of the Exchange Right. Acquiror Parent hereby grants to the Trustee as trustee Trustee for and on behalf of, and for the use and benefit of, the Beneficiaries the right (the “Exchange Right”), exercisable upon the occurrence and during the continuance of an Insolvency Event, to require Acquiror Parent to purchase from each or any Beneficiary all or any part of the Exchangeable Shares held by such the Beneficiary and the Automatic Exchange Rights, all in accordance with the provisions of this Agreement. Acquiror Parent hereby acknowledges receipt from the Trustee as trustee 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 Acquiror Parent to the Trustee. During the term of the Trust and subject to the terms and conditions of this Agreement, the 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 Trustee shall: (a) hold the Exchange Right and the Automatic Exchange Rights and the legal title thereto as trustee 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 Trustee shall not exercise any such rights for any purpose other than the purposes for which the Trust is created pursuant to this Agreement.

Grant and Ownership of the Exchange Right. Acquiror Holdco hereby grants to the Trustee as trustee for and on behalf of, and for the use and benefit of, the Beneficiaries Holders (a) the right (the “"Exchange Right”"), upon the occurrence and during the continuance of an Insolvency Event, to require Acquiror Holdco to purchase from each or any Beneficiary Holder all or any part of the Exchangeable Shares held by such Beneficiary the Holder and (b) the Automatic Exchange Rights, all in accordance with the provisions of this Agreement. Acquiror Holdco hereby acknowledges receipt from the Trustee as 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 Acquiror Holdco to the Trustee. During the term of the Trust and subject to the terms and conditions of this Agreement, the 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 Trustee shall: (a) hold the Exchange Right and the Automatic Exchange Rights and the legal title thereto as trustee solely for the use and benefit of the Beneficiaries Holders 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 Trustee shall not exercise any such rights for any purpose other than the purposes for which the this Trust is created pursuant to this Agreement.

Grant and Ownership of the Exchange Right. Acquiror Newco hereby grants to the Trustee as trustee for and on behalf of, and for the use and benefit of, the Beneficiaries the right (the “``Exchange Right”''), upon the occurrence and during the continuance of an Insolvency Event, to require Acquiror Newco to purchase from each or any Beneficiary all or any part of the CN Exchangeable Shares held by such the Beneficiary and the Automatic Exchange Rights, all in accordance with the provisions of this Agreementtrust agreement. Acquiror Newco hereby acknowledges receipt from the Trustee as 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 Acquiror Newco to the Trustee. During the term of the Trust and subject to the terms and conditions of this Agreementtrust agreement, the 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 Trustee shall: (a) hold the Exchange Right and the Automatic Exchange Rights and the legal title thereto as 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 Trustee shall not exercise any such rights for any purpose other than the purposes for which the Trust is created pursuant to this Agreementtrust agreement.

Grant and Ownership of the Exchange Right. Acquiror NPS hereby grants to the Trustee as trustee for and on behalf of, and for the use and benefit of, the Beneficiaries the right (the “"Exchange Right”"), upon the occurrence and during the continuance of an Insolvency Event, to require Acquiror NPS to purchase from each or any Beneficiary all or any part of the Exchangeable Shares held by such the Beneficiary and the Automatic Exchange Rights, all in accordance with the provisions of this Agreement. Acquiror NPS hereby acknowledges receipt from the Trustee as 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 Acquiror NPS to the Trustee. During the term of the Trust and subject to the terms and conditions of this Agreement, the 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 Trustee shall: (a) hold the Exchange Right and the Automatic Exchange Rights and the legal title thereto as 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 Trustee shall not exercise any such rights for any purpose other than the purposes for which the Trust is created pursuant to this Agreement.

Grant and Ownership of the Exchange Right. Acquiror Merge hereby grants to the Trustee as trustee for and on behalf of, and for the use and benefit of, the Beneficiaries the right (the “Exchange Right”” ), upon the occurrence and during the continuance of an Insolvency Event, to require Acquiror Merge to purchase from each or any Beneficiary all or any part of the Exchangeable Shares held by such the Beneficiary and the Automatic Exchange Rights, all in accordance with the provisions of this Agreement. Acquiror Merge hereby acknowledges receipt from the Trustee as 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 Acquiror Merge to the Trustee. During the term of the Trust and subject to the terms and conditions of this Agreement, the 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 Trustee shall: (a) hold the Exchange Right and the Automatic Exchange Rights and the legal title thereto as 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 Trustee shall not exercise any such rights for any purpose other than the purposes for which the Trust is created pursuant to this Agreement.

Grant and Ownership of the Exchange Right. Acquiror Shire hereby grants to the Trustee as trustee for and on behalf of, and for the use and benefit of, the Beneficiaries (i) the right (the “"Exchange Right”"), exercisable upon the occurrence and during the continuance of an Insolvency Event, to require Acquiror Shire to purchase from each or any Beneficiary all or any part of the Exchangeable Shares held by each of any such Beneficiary and (ii) the Automatic Exchange RightsRight, all in accordance with the provisions of this Agreementtrust agreement. Acquiror Shire hereby acknowledges receipt from the Trustee as 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 Right by Acquiror Shire to the Trustee. During the term of the Trust and subject to the terms and conditions of this Agreementtrust agreement, the 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 related to the Exchange Right and the Automatic Exchange RightsRight, provided that the Trustee shall: (a) hold the Exchange Right and the Automatic Exchange Rights and the legal title thereto Right as 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 RightsRight, and the Trustee shall not exercise any such rights for any purpose other than the purposes for which the Trust is created pursuant to this Agreementtrust agreement.

Grant and Ownership of the Exchange Right. Acquiror Subco hereby grants to the Trustee as trustee for and on behalf of, and for the use and benefit of, the Beneficiaries Holders (a) the Exchange Put Right and (b) the right (the “"Exchange Right”"), upon the occurrence and during the continuance of an Insolvency Event, to require Acquiror Subco to purchase from each or any Beneficiary Holder all or any part of the Exchangeable Shares held by such Beneficiary and the Automatic Exchange RightsHolders, all in accordance with the provisions of this AgreementAgreement and the Exchangeable Share Provisions, as the case may be. Acquiror Subco hereby acknowledges receipt from the Trustee as 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 and the Automatic Exchange Rights Right by Acquiror Subco to the Trustee. During the term of the Trust and subject to the terms and conditions of this Agreement, the Trustee shall possess and be vested with full legal ownership of the Exchange Put Right and the Automatic Exchange Rights Right and shall be entitled to exercise all of the rights and powers of an owner with respect to the Exchange Put Right and the Automatic Exchange RightsRight, provided that the Trustee shall: (ai) hold the Exchange Put Right and the Automatic Exchange Rights Right and the legal title thereto as 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 Put Right or the Automatic Exchange RightsRight, and the Trustee shall not exercise any such rights for any purpose other than the purposes for which the this Trust is created pursuant to this Agreement.

Grant and Ownership of the Exchange Right. Acquiror Bowater hereby grants to the Trustee as trustee for and on behalf of, and for the use and benefit of, the Beneficiaries the right (the “Exchange Right”), upon the occurrence and during the continuance of an Insolvency Event, to require Acquiror Bowater to purchase from each or any Beneficiary all or any part of the Exchangeable Shares held by such the Beneficiary and the Automatic Exchange Rights, all in accordance with the provisions of this Agreementtrust agreement. Acquiror Bowater hereby acknowledges receipt from the Trustee as 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 Acquiror Bowater to the Trustee. During the term of the Trust and subject to the terms and conditions of this Agreementtrust D-7 agreement, the 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 Trustee shall: (a) hold the Exchange Right and the Automatic Exchange Rights and the legal title thereto as 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 Trustee shall not exercise any such rights for any purpose other than the purposes for which the Trust is created pursuant to this Agreementtrust agreement.

Grant and Ownership of the Exchange Right. Acquiror Acquirer hereby grants to the Trustee as trustee for and on behalf of, and for the use and benefit of, the Beneficiaries the right (the “"Exchange Right”"), upon the occurrence and during the continuance of an Insolvency Event, to require Acquiror Acquirer to purchase from each or any Beneficiary all or any part of the Exchangeable Shares held by such Beneficiary and the Automatic Exchange Rights, all in accordance with the provisions of this Agreement. Acquiror Acquirer hereby acknowledges receipt from the Trustee as 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 Acquiror Acquirer to the Trustee. During the term of the Trust and subject to the terms and conditions of this Agreement, the 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 Trustee shall: (a) hold the Exchange Right and the Automatic Exchange Rights and the legal title thereto as 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 Trustee shall not exercise any such rights for any purpose other than the purposes for which the Trust is created pursuant to this Agreement.

Grant and Ownership of the Exchange Right. Acquiror In consideration of the granting of the Call Rights to Orbital, Orbital hereby grants to the Trustee as trustee for and on behalf of, and for the use and benefit of, the Beneficiaries Holders (a) the right (the “"Exchange Right”"), upon the occurrence and during the continuance of an Insolvency Event or Default Event, to require Acquiror Orbital to purchase from each or any Beneficiary Holder all or any part of the Exchangeable Shares held by such Beneficiary Holder and (b) the Automatic Exchange Rights, all in accordance with the provisions of this Agreementagreement. Acquiror Orbital hereby acknowledges receipt from the Trustee as 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 Acquiror Orbital to the Trustee. During the term of the Trust and subject to the terms and conditions of this Agreement, the 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 Trustee shall: (a) hold the Exchange Right and the Automatic Exchange Rights and the legal title thereto as trustee solely for the use and benefit of the Beneficiaries Holders 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 Trustee shall not exercise any such rights for any purpose other than the purposes for which the this Trust is created pursuant to this Agreement.

Grant and Ownership of the Exchange Right. Acquiror Shire hereby grants to the Trustee as trustee for and on behalf of, and for the use and benefit of, the Beneficiaries (i) the right (the “Exchange Right”"EXCHANGE RIGHT"), exercisable upon the occurrence and during the continuance of an Insolvency Event, to require Acquiror Shire to purchase from each or any Beneficiary all or any part of the Exchangeable Shares held by each or any such Beneficiary and (ii) the Automatic Exchange RightsRight, all in accordance with the provisions of this Agreementtrust agreement. Acquiror Shire hereby acknowledges receipt from the Trustee as 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 Right by Acquiror Shire to the Trustee. During the term of the Trust and subject to the terms and conditions of this Agreementtrust agreement, the 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 related to the Exchange Right and the Automatic Exchange RightsRight, provided that the Trustee shall: (a) hold the Exchange Right and the Automatic Exchange Rights and the legal title thereto Right as 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 RightsRight, and the Trustee shall not exercise any such rights for any purpose other than the purposes for which the Trust is created pursuant to this Agreementtrust agreement.

Grant and Ownership of the Exchange Right. Acquiror The Parent hereby grants to the Trustee as trustee for and on behalf of, and for the use and benefit of, the Beneficiaries Non-Affiliated Holders the right (the “"Exchange Right”"), upon the occurrence and during the continuance of an Insolvency Event, to require Acquiror the Parent to purchase or at the Parent's option cause Holdco to purchase, from each or any Beneficiary Non-Affiliated Holder all or any part of the Exchangeable Shares held by such Beneficiary and the Automatic Exchange RightsNon-Affiliated Holder, all in accordance with the provisions of this Trust Agreement. Acquiror The Parent hereby acknowledges receipt from the Trustee Trustee, as trustee for and on behalf of the Beneficiaries Non-Affiliated Holders, of good and valuable consideration (and the adequacy thereof) for the grant of the Exchange Right and by the Automatic Exchange Rights by Acquiror Parent to the Trustee. During the term of the Trust and subject to the terms and conditions of this Trust Agreement, the 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 RightsRight, provided that the Trustee shall: (a) hold the Exchange Right and the Automatic Exchange Rights and the legal title thereto as trustee solely for the use and benefit of the Beneficiaries Non-Affiliated Holders in accordance with the provisions of this Trust Agreement; and (b) except as specifically authorized by this Trust Agreement, have no power or authority to exercise or otherwise deal in or with the Exchange Right or the Automatic Exchange RightsRight, and the Trustee shall not exercise any such rights right for any purpose other than the purposes for which the this Trust is created pursuant to this Trust Agreement.

Grant and Ownership of the Exchange Right. Acquiror The Parent hereby grants to the Trustee as trustee for and on behalf of, and for the use and benefit of, the Beneficiaries the right (the “"Exchange Right”"), upon the occurrence and during the continuance of an Insolvency Event, to require Acquiror the Parent to purchase from each or any Beneficiary all or any part of the Exchangeable Shares held by such the Beneficiary and the Automatic Exchange Rights, all in accordance with the provisions of this Agreementagreement. Acquiror The Parent hereby acknowledges receipt from the Trustee as 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 Acquiror the Parent to the Trustee. During the term of the Trust and subject to the terms and conditions of this Agreementtrust agreement, the 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 Trustee shall: (a) hold the Exchange Right and the Automatic Exchange Rights and the legal title thereto as 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 Trustee shall not exercise any such rights for any purpose other than the purposes for which the this Trust is created pursuant to this Agreementtrust agreement.

Grant and Ownership of the Exchange Right. Acquiror Pixelworks hereby grants to the Trustee Trustee, as trustee for and on behalf of, and for the use and benefit of, the Beneficiaries Beneficiaries, the right (the “"Exchange Right”"), upon the occurrence and during the continuance of an a Corporation Insolvency Event, to require Acquiror Pixelworks to purchase from each or any Beneficiary all or any part of the Exchangeable Shares held by such the Beneficiary and the Automatic Exchange RightsRight, all in accordance with the provisions of this Agreementagreement. Acquiror Pixelworks hereby acknowledges receipt from the Trustee Trustee, as trustee for and on behalf of the Beneficiaries Beneficiaries, of good and valuable consideration (and the adequacy thereof) for the grant of the Exchange Right and the Automatic Exchange Rights Right by Acquiror Pixelworks to the Trustee. During the term of the Trust and subject to the terms and conditions of this Agreementagreement, the Trustee shall will possess and be vested with full legal ownership of the Exchange Right and the Automatic Exchange Rights Right and shall will be entitled to exercise all of the rights and powers of an owner with respect to the Exchange Right and the Automatic Exchange RightsRight, provided that the Trustee shallwill: (a) hold the Exchange Right and the Automatic Exchange Rights Right and the legal title thereto as trustee solely for the use and benefit of the Beneficiaries in accordance with the provisions of this Agreementagreement; and (b) except as specifically authorized by this Agreementagreement, have no power or authority to exercise or otherwise deal in or with the Exchange Right or the Automatic Exchange RightsRight, and the Trustee shall will not exercise any such rights for any purpose other than the purposes for which the Trust is created pursuant to this Agreementagreement.

Grant and Ownership of the Exchange Right. Acquiror Shannon hereby grants to the Trustee as trustee for and on xxx xx 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 Acquiror Shannon to purchase from each or any Beneficiary Holder all or any part axx xxxx of the Exchangeable Shares held by such Beneficiary Holders, and (ii) the Automatic Exchange Rights, all in accordance with the provisions of this Agreement. Acquiror Shannon hereby acknowledges receipt from the Trustee as 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 Acquiror Shannon to the Trustee. During the term of the Trust and subject xxx xxbject to the terms and conditions of this Agreement, the 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 Trustee shall: (a) hold the Exchange Right and the Automatic Exchange Rights and the legal title thereto as trustee solely for the use and benefit of the Beneficiaries Holders 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 Trustee shall not exercise any such rights for any purpose other than the purposes for which the this Trust is created pursuant to this Agreement.

Grant and Ownership of the Exchange Right. Acquiror Duke Energy hereby grants to the Trustee as trustee for and on behalf of, and for the use and benefit of, the Beneficiaries the right (the “Exchange Right”"EXCHANGE RIGHT"), upon the occurrence and during the continuance of an Insolvency Event, to require Acquiror Duke Energy to purchase from each or any Beneficiary all or any part of the Exchangeable Shares held by such Beneficiary and the Automatic Exchange Rights, all in accordance with the provisions of this Agreement. Acquiror Duke Energy hereby acknowledges receipt from the Trustee as 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 Acquiror Duke Energy to the Trustee. During the term of the Trust and subject to the terms and conditions of this Agreement, the 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 Trustee shall: (a) hold the Exchange Right and the Automatic Exchange Rights and the legal title thereto as 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 Trustee shall not exercise any such rights for any purpose other than the purposes for which the Trust is created pursuant to this Agreement.. -12- VOTING AND EXCHANGE TRUST AGREEMENT 150

Grant and Ownership of the Exchange Right. Acquiror Dutchco hereby grants to the Trustee as trustee for and on behalf of, and for the use and benefit of, the Beneficiaries the right (the “"Exchange Right”"), upon the occurrence and during the continuance of an Insolvency Event, to require Acquiror Dutchco to purchase from each or any Beneficiary all or any part of the Exchangeable Shares held by such the Beneficiary and the Automatic Exchange Rights, all in accordance with the provisions of this Agreement. Acquiror Dutchco hereby acknowledges receipt from the Trustee as trustee for and on behalf of the Beneficiaries of good and valuable consideration (and the adequacy sufficiency thereof) for the grant of the Exchange Right and the Automatic Exchange Rights Right by Acquiror Dutchco to the Trustee. During the term of the Trust and subject to the terms and conditions of this Agreement, the 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 Trustee shall: (a) hold the Exchange Right and the Automatic Exchange Rights and the legal title thereto as 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 Trustee shall not exercise any such rights for any purpose other than the purposes for which the this Trust is created pursuant to this Agreement.

Grant and Ownership of the Exchange Right. Acquiror Weyerhaeuser hereby grants to the Trustee as trustee for and on behalf of, and for the use and benefit of, the Beneficiaries the right (the “"Exchange Right”"), upon the occurrence and during the continuance of an Insolvency Event, to require Acquiror Weyerhaeuser to purchase from each or any Beneficiary all or any part of the Exchangeable Shares held by such the Beneficiary and the Automatic Exchange Rights, all in accordance with the provisions of this Agreement. Acquiror Weyerhaeuser hereby acknowledges receipt from the Trustee as 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 Acquiror Weyerhaeuser to the Trustee. During the term of the Trust and subject to the terms and conditions of this Agreement, the 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 Trustee shall: (a) hold the Exchange Right and the Automatic Exchange Rights and the legal title thereto as 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 Trustee shall not exercise any such rights for any purpose other than the purposes for which the Trust is created pursuant to this Agreement.

Grant and Ownership of the Exchange Right. Acquiror hereby grants to the Trustee as trustee for and on behalf of, and for the use and benefit of, the Beneficiaries the right (the “Exchange Right”"EXCHANGE RIGHT"), upon the occurrence and during the continuance of an Insolvency Event, to require Acquiror to purchase from each or any Beneficiary all or any part of the Exchangeable Shares held by such Beneficiary and the Automatic Exchange Rights, all in accordance with the provisions of this Agreement. Acquiror hereby acknowledges receipt from the Trustee as 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 Acquiror to the Trustee. During the term of the Trust and subject to the terms and conditions of this Agreement, the 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 Trustee shall: (a) hold the Exchange Right and the Automatic Exchange Rights and the legal title thereto as 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 Trustee shall not exercise any such rights for any purpose other than the purposes for which the Trust is created pursuant to this Agreement.

Grant and Ownership of the Exchange Right. Acquiror Polar hereby grants to the Trustee as trustee for and on behalf of, and for the use and benefit ofof the Beneficiaries, the Beneficiaries the right (the “Exchange Right”), upon the occurrence and during the continuance of an Insolvency Event, to require Acquiror Polar to purchase from each or any Beneficiary all or any part of the Class A Exchangeable Shares or the Class B Exchangeable Shares held by such the Beneficiary and the Automatic Exchange RightsRight, all in accordance with the provisions of this Agreement. Acquiror Polar hereby acknowledges receipt from the Trustee as 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 Right by Acquiror Polar to the Trustee. During the term of the Trust and subject to the terms and conditions of this Agreement, the Trustee shall possess and be vested with full legal ownership of the Exchange Right and the Automatic Exchange Rights Right 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 RightsRight, provided that the Trustee shall: (a) hold the Exchange Right and the Automatic Exchange Rights Right and the legal title thereto as 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 RightsRight, and the Trustee shall not exercise any such rights for any purpose other than the purposes for which the Trust is created pursuant to this Agreement, and shall not assign or transfer such rights except to a successor trustee hereunder.

Grant and Ownership of the Exchange Right. Acquiror CDN2 hereby grants to the Trustee as trustee for and on behalf of, and for the use and benefit of, the Beneficiaries Holders (a) the right (the “"Exchange Right”"), upon the occurrence and during the continuance of an Insolvency Event or Default Event, to require Acquiror CDN2 to purchase from each or any Beneficiary Holder all or any part of the Exchangeable Shares held by such Beneficiary Holder and (b) the Automatic Exchange Rights, all in accordance with the provisions of this Agreementagreement. Acquiror CDN2 hereby acknowledges receipt from the Trustee as 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 Acquiror CDN2 to the Trustee. During the term of the Trust and subject to the terms and conditions of this Agreement, the 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 Trustee shall: (a) hold the Exchange Right and the Automatic Exchange Rights and the legal title thereto as trustee solely for the use and benefit of the Beneficiaries Holders 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 Trustee shall not exercise any such rights for any purpose other than the purposes for which the this Trust is created pursuant to this Agreement.

Grant and Ownership of the Exchange Right. Acquiror Newco hereby grants to the Trustee as trustee for and on behalf of, and for the use and benefit of, the Beneficiaries the right (the “"Exchange Right”"), upon the occurrence and during the continuance of an Insolvency Event, to require Acquiror Newco to purchase from each or any Beneficiary all or any part of the CN Exchangeable Shares held by such the Beneficiary and the Automatic Exchange Rights, all in accordance with the provisions of this Agreementtrust agreement. Acquiror Newco hereby acknowledges receipt from the Trustee as 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 Acquiror Newco to the Trustee. During the term of the Trust and subject to the terms and conditions of this Agreementtrust agreement, the 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 Trustee shall: (a) hold the Exchange Right and the Automatic Exchange Rights and the legal title thereto as 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 Trustee shall not exercise any such rights for any purpose other than the purposes for which the Trust is created pursuant to this Agreementtrust agreement.

Grant and Ownership of the Exchange Right. Acquiror Parent hereby grants to the Trustee as trustee for and on behalf of, and for the use and benefit of, the Beneficiaries the right (the “Exchange Right”), upon the occurrence and during the continuance of an Insolvency Event, to require Acquiror Parent to purchase from each or any Beneficiary all or any part of the Exchangeable Shares held by such Beneficiary and the Rights upon Automatic Exchange RightsExchange, all in accordance with the provisions of this Agreement. Acquiror Parent hereby acknowledges receipt from the Trustee as 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 Rights upon Automatic Exchange Rights by Acquiror Parent to the Trustee. During the term of the Trust and subject to the terms and conditions of this Agreement, the Trustee shall possess and be vested with full legal ownership of the Exchange Right and the Rights upon 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 Rights upon Automatic Exchange RightsExchange, provided that the Trustee shall: (a) hold the Exchange Right and the Rights upon Automatic Exchange Rights and the legal title thereto as 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 Rights upon Automatic Exchange RightsExchange, and the Trustee shall not exercise any such rights for any purpose other than the purposes for which the Trust is created pursuant to this Agreement.

Grant and Ownership of the Exchange Right. Acquiror The Parent hereby grants to the Trustee as trustee for and on behalf of, and for the use and benefit of, the Beneficiaries Non-Affiliated Holders the right (the “"Exchange Right”"), upon the occurrence and during the continuance of an Insolvency Event, to require Acquiror the Parent to purchase from each or any Beneficiary Non-Affiliated Holder all or any part of the Exchangeable Shares held by such Beneficiary and the Automatic Exchange RightsNon-Affiliated Holder, all in accordance with the provisions of this Agreementtrust agreement. Acquiror The Parent hereby acknowledges receipt from the Trustee Trustee, as trustee for and on behalf of the Beneficiaries Non-Affiliated Holders, of good and valuable consideration (and the adequacy thereof) for the grant of the Exchange Right and by the Automatic Exchange Rights by Acquiror Parent to the Trustee. During the term of the Trust and subject to the terms and conditions of this Agreementtrust agreement, the 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 RightsRight, provided that the Trustee shall: (a) hold the Exchange Right and the Automatic Exchange Rights and the legal title thereto as trustee solely for the use and benefit of the Beneficiaries Non-Affiliated Holders 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 RightsRight, and the Trustee shall not exercise any such rights right for any purpose other than the purposes for which the this Trust is created pursuant to this Agreementtrust agreement.

Grant and Ownership of the Exchange Right. Acquiror The Parent hereby grants to the Trustee as trustee mandatary for and on behalf of, and for the use and benefit of, the Beneficiaries Non-Affiliated Holders the right (the “"Exchange Right”"), upon the occurrence and during the continuance of an Insolvency Event, to require Acquiror the Parent to purchase from each or any Beneficiary Non-Affiliated Holder all or any part of the Exchangeable Shares held by such Beneficiary and the Automatic Exchange RightsNon-Affiliated Holder, all in accordance with the provisions of this Agreementtrust agreement. Acquiror The Parent hereby acknowledges receipt from the Trustee Trustee, as trustee for and on behalf of the Beneficiaries Non-Affiliated Holders, of good and valuable consideration (and the adequacy thereof) for the grant of the Exchange Right and by the Automatic Exchange Rights by Acquiror Parent to the Trustee. During the term of the Trust hereof and subject to the terms and conditions of this Agreementtrust agreement, the 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 RightsRight, provided that the Trustee shall: (a) hold the Exchange Right and the Automatic Exchange Rights and the legal title thereto as trustee mandatary solely for the use and benefit of the Beneficiaries Non-Affiliated Holders 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 RightsRight, and the Trustee shall not exercise any such rights right for any purpose other than the purposes provided for which the Trust is created or contemplated pursuant to this Agreementtrust agreement.

Grant and Ownership of the Exchange Right. Acquiror IBM hereby grants to the Trustee as trustee for and on behalf of, and for the use and benefit of, the Beneficiaries Non-Affiliated Holders the right (the “"Exchange Right”"), upon the occurrence and during the continuance of an Insolvency Event, to require Acquiror IBM (or, at the election of IBM, Holdco) to purchase from each or any Beneficiary Non-Affiliated Holder all or any part of the Exchangeable Shares held by such Beneficiary and the Automatic Exchange RightsNon-Affiliated Holders, all in accordance with the provisions of this Agreementtrust agreement. Acquiror IBM hereby acknowledges receipt from the Trustee Trustee, as trustee for and on behalf of the Beneficiaries Non-Affiliated Holders, of good and valuable consideration (and the adequacy thereof) for the grant of the Exchange Right and the Automatic Exchange Rights by Acquiror IBM to the Trustee. During the term of the Trust and subject to the terms and conditions of this Agreementtrust agreement, the 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 RightsRight, provided that the Trustee shall: (a) hold the Exchange Right and the Automatic Exchange Rights and the legal title thereto as trustee solely for the use and benefit of the Beneficiaries Non-Affiliated Holders 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 RightsRight, and the Trustee shall not exercise any such rights right for any purpose other than the purposes for which the this Trust is created pursuant to this Agreementtrust agreement.

Grant and Ownership of the Exchange Right. Acquiror Parent hereby grants to the Trustee as trustee for and on behalf of, and for the use and benefit of, the Beneficiaries the right (the “Exchange Right”), exercisable upon the occurrence and during the continuance of an Insolvency Event, to require Acquiror Parent to purchase from each or any Beneficiary all or any part of the Exchangeable Shares held by such the Beneficiary and the Automatic Exchange Rights, all in accordance with the provisions of this Agreement. Acquiror Parent hereby acknowledges receipt from the Trustee as 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 Acquiror Parent to the Trustee. During the term of the Trust and subject to the terms and conditions of this Agreement, the 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 Trustee shall: (a) hold the Exchange Right and the Automatic Exchange Rights and the legal title thereto as 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 Trustee shall not exercise any such rights for any purpose other than the purposes for which the Trust is created pursuant to this Agreement.

Grant and Ownership of the Exchange Right. Acquiror ParentCo hereby grants to the Trustee as trustee for and on behalf of, and for the use and benefit of, the Beneficiaries the right (the “Exchange Right”"EXCHANGE RIGHT"), upon the occurrence and during the continuance of an Insolvency Event, to require Acquiror ParentCo to purchase from each or any Beneficiary all or any part of the LuxCo Exchangeable Preferred Shares held by such the Beneficiary and the Automatic Exchange Rights, all in accordance with the provisions of this Agreement. Acquiror ParentCo hereby acknowledges receipt from the Trustee as 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 Acquiror ParentCo to the Trustee. During the term of the Trust and subject to the terms and conditions of this Agreement, the 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 Trustee shall: (a) hold the Exchange Right and the Automatic Exchange Rights and the legal title thereto as 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 Trustee shall not exercise any such rights for any purpose other than the purposes for which the Trust is created pursuant to this Agreement.

Grant and Ownership of the Exchange Right. Acquiror FCE hereby grants to the Trustee Trustee, as trustee for and for, on behalf of, and for the use and benefit ofof the Beneficiaries, the Beneficiaries the right (the “"Exchange Right”"), upon the occurrence and during the continuance of an Insolvency Event, to require Acquiror FCE to purchase from each or any Beneficiary Beneficiary, all or any part of the Exchangeable Shares held by such Beneficiary and the Automatic Exchange Rights, all in accordance with the provisions of this Agreement. Acquiror FCE hereby acknowledges receipt from the Trustee as trustee for and on behalf of the Beneficiaries 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 Acquiror FCE to the Trustee. During the term of the Trust and subject to the terms and conditions of this Agreement, the 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 Trustee shall: (a) hold the Exchange Put Right, the Exchange Right and the Automatic Exchange Rights and the legal title thereto as 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 Put Right, the Exchange Right or the Automatic Exchange Rights, and the Trustee shall not exercise any such rights for any purpose other than the purposes for which the Trust is created pursuant to this Agreement.

Grant and Ownership of the Exchange Right. Acquiror The Trust hereby grants to the Trustee as trustee for and on behalf of, and for the use and benefit of, the Beneficiaries Beneficiaries: (a) the right (the “"Exchange Right”Rights"), upon the occurrence and during the continuance of of: (i) an Insolvency Event; or (ii) circumstances in which the Trust and Trust Subsidiary may exercise any of the Call Rights, but elect not to exercise such Call Right; (any such occurrence being an "Exchange Rights Trigger Event") to require Acquiror the Trust or Trust Subsidiary to purchase from each or any Beneficiary all or any part of the Exchangeable Shares held by such Beneficiary and that Beneficiary; and (b) the Automatic Exchange Rights, ; all in accordance with the provisions of this Agreement. Acquiror The Trust hereby acknowledges receipt from the Trustee as trustee for and on behalf of the Beneficiaries of good and valuable consideration (and the adequacy thereof) for the grant of the Exchange Right Rights and the Automatic Exchange Rights by Acquiror the Trust to the Trustee. During the term of the Trust trust and subject to the terms and conditions of this Agreement, the Trustee shall possess and be vested with full legal ownership of the Exchange Right Rights 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 Rights and the Automatic Exchange Rights, provided that the Trustee shall: (ac) hold the Exchange Right Rights and the Automatic Exchange Rights and the legal title thereto as trustee solely for the use and benefit of the Beneficiaries in accordance with the provisions of this Agreement; and (bd) except as specifically authorized by this Agreement, have no power or authority to exercise or otherwise deal in or with the Exchange Right Rights or the Automatic Exchange Rights, and the Trustee shall not exercise any such rights for any purpose other than the purposes for which the Trust trust is created pursuant to this Agreement.

Grant and Ownership of the Exchange Right. Acquiror PureRay Holdings hereby grants to the Trustee as trustee for and on behalf of, and for the use and benefit of, the Beneficiaries Beneficiaries: (i) the right (the “Exchange Right”), upon the occurrence and during the continuance of an Insolvency Event, to require Acquiror PureRay Holdings to purchase from each or any Beneficiary all or any part of the Exchangeable Shares held by such Beneficiary the Beneficiary; and (ii) the Automatic Exchange Rights, all in accordance with the provisions of this Agreement. Acquiror PureRay Holdings hereby acknowledges receipt from the Trustee as 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 Acquiror PureRay Holdings to the Trustee. During the term of the Trust and subject to the terms and conditions of this Agreement, the 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 Trustee shall: (a) hold the Exchange Right and the Automatic Exchange Rights and the legal title thereto as 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 Trustee shall not exercise any such rights for any purpose other than the purposes for which the Trust is created pursuant to this Agreement.