Common use of Exchange Agent Clause in Contracts

Exchange Agent. Within three Business Days following the Effective Time, Parent shall (i) allot to the Exchange Agent, as nominee for the benefit of the holders of Company Common Stock converted into the right to receive the Merger Consideration, the aggregate number of Parent Ordinary Shares to be issued pursuant to Section 3.2(d) and (ii) deposit with the Exchange Agent an amount of cash sufficient to permit the Exchange Agent to make the necessary payments of cash in lieu of fractional Parent ADSs and Parent Ordinary Shares in accordance with Section 3.4(e) (such cash and Parent Ordinary Shares, together with any dividends or distributions with respect thereto being hereinafter referred to as the "Exchange Fund"), to be held for the benefit of and distributed to the holders of Company Common Stock in accordance with this Section. The Exchange Agent shall agree to hold such Parent Ordinary Shares and funds for delivery as contemplated by this Section, and upon such additional terms as may be agreed upon by the Exchange Agent, the Surviving Corporation and Parent shall cause the Depositary to issue through and upon the instructions of the Exchange Agent, for the benefit of the holders of shares of the Company Common Stock converted into the ADS Consideration in accordance with Section 3.2(c), Parent ADRs representing the number of Parent ADSs issuable pursuant to Section 3.2(c). Neither the Company, its affiliates nor the holders of Company Common Stock shall be responsible for any stamp duty reserve tax payable in connection with the ADS Consideration. The Exchange Agent shall invest any cash included in the Exchange Fund as directed by the Surviving Corporation on a daily basis; provided that no such investment or loss thereon shall affect the amounts payable to the Company's shareholders pursuant to this Article III. Parent and the Surviving Corporation shall replace any monies lost through an investment made pursuant to this Section 3.4. Any interest and other income resulting from such investments shall promptly be paid to the Surviving Corporation. All Parent Ordinary Shares and Parent ADSs to be issued and delivered to the holders of Company Common Stock in accordance with this Agreement shall, as of the Effective Time, have been registered under the Securities Act pursuant to a registration statement on Form F-4 declared effective by the SEC.

Exchange Agent. Within three Business Days following (a) Merger Sub shall authorize one or more persons to act as Exchange Agent hereunder (the "Exchange Agent"). (b) Immediately prior to the Effective Time, Parent Merger Sub shall deposit in escrow with the Exchange Agent funds in an aggregate amount equal to (and from time to time deposit additional funds so that the aggregate amount in escrow is not less than) the product of (i) allot to the Exchange Agent, as nominee for the benefit number of the holders shares of Company Common Stock converted into outstanding immediately prior to the right to receive Effective Time (other than any such shares held in treasury of the Merger ConsiderationCompany and its subsidiaries, owned by Parent or its affiliates, tendered by the aggregate number of Parent Ordinary Shares Pre-Offer Stockholders or known at the Effective Time to be issued pursuant to Section 3.2(d) Dissenting Shares), and (ii) deposit with the Cash Price (the "Payment Fund"). The Payment Fund shall be invested by the Exchange Agent an amount as directed by the Surviving Corporation, and any net earnings with respect thereto shall be paid to the Surviving Corporation as and when required by the Surviving Corporation. (c) The Exchange Agent shall, pursuant to irrevocable instructions, make the payments referred to in Section 3.1(c) hereof out of cash sufficient to permit the Payment Fund. The Merger Sub shall cause the Exchange Agent to make the necessary payments of cash in lieu of fractional Parent ADSs and Parent Ordinary Shares in accordance with Section 3.4(e) (such cash and Parent Ordinary Shares, together with any dividends or distributions with respect thereto being hereinafter referred to in Section 3.1(c) within 10 days of the Effective Time. The Payment Fund shall not be used for any other purpose, except as provided herein. If cash is deposited in the "Exchange Fund"), to be held for the benefit Payment Fund in respect of and distributed to the holders shares of Company Common Stock in accordance with this Section. The that subsequently become Dissenting Shares, the Exchange Agent shall agree promptly repay to hold the Surviving Corporation from the Payment Fund an amount equal to the product of (i) the number of such Parent Ordinary Shares and funds for delivery as contemplated by this SectionDissenting Shares, and upon such additional terms as may be agreed upon by (ii) the Cash Price. Promptly following the date which is six months after the Effective Time, the Exchange Agent shall return to the Surviving Corporation all cash, certificates and other instruments in its possession relating to the transactions described in this Agreement, and the Exchange Agent's duties shall terminate except as set forth in Section 3.3(e) hereof. Thereafter, each holder of a certificate representing a share of Company Common Stock entitled to receive at the Effective Time cash therefor may surrender such certificate to the Surviving Corporation and Parent shall cause (subject to applicable abandoned property, escheat and similar laws) receive in exchange therefor the Depositary to issue through and upon the instructions amount of the Exchange Agent, for the benefit of the holders of shares of the Company Common Stock converted into the ADS Consideration in accordance with Section 3.2(c), Parent ADRs representing the number of Parent ADSs issuable pursuant to Section 3.2(c). Neither the Company, its affiliates nor the holders cash per share of Company Common Stock specified in Section 3.1(c) hereof, without interest, but shall be responsible for any stamp duty reserve tax payable in connection with the ADS Consideration. The Exchange Agent shall invest any cash included in the Exchange Fund as directed by have no greater rights against the Surviving Corporation on a daily basis; provided that no such investment or loss thereon shall affect the amounts payable than may be accorded to the Company's shareholders pursuant to this Article III. Parent and general creditors of the Surviving Corporation under Delaware law. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto shall replace any monies lost through an investment made pursuant be liable to this Section 3.4. Any interest and other income resulting from such investments shall promptly be paid to the Surviving Corporation. All Parent Ordinary Shares and Parent ADSs to be issued and delivered to the holders a holder of shares of Company Common Stock in accordance with this Agreement shall, for any cash delivered pursuant hereto to a public official pursuant to applicable abandoned property laws. (d) As soon as of practicable after the Effective Time, have been registered under the Securities Act Exchange Agent shall mail to each holder of record (other than Parent or its affiliates, the Company or any subsidiary of the Company) of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common stock (the "Certificates"): (i) a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent); and (ii) instructions for use in effecting the surrender of the Certificate in exchange for the Cash Price and Escrow Right upon surrendering of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor (i) cash in an amount equal to the Cash Price plus the amount distributed with respect to each Escrow Right prior to the time of surrender of the Certificate and (ii) one Escrow Right (to the extent that the Escrow Agreement is then in existence) multiplied by the number of shares of Company Common Stock theretofore represented by the Certificate, and the Certificate so surrendered shall forthwith be canceled. (e) Upon receipt of any portion of the Escrow Fund pursuant to a registration statement on Form F-4 declared effective by the SECterms of the Tax Contingency Settlement Agreement and the Escrow Agreement, the Exchange Agent shall distribute such amounts pro-rata to each holder of the Escrow Rights.

Exchange Agent. Within three Business Days following Not less than five (5) days prior to the dissemination of the joint proxy statement/prospectus in definitive form relating to the Company Shareholder Meeting, the Parent Stockholder Meeting and the issuance of Parent Common Stock in connection with the transactions contemplated by this Agreement (together with any amendments or supplements thereto, the “Proxy Statement/Prospectus”), Parent shall appoint a bank or trust company reasonably satisfactory to the Company to act as exchange agent (the “Exchange Agent”) for the payment and delivery of the Merger Consideration and the Fractional Share Consideration, as provided in Section 3.1(a)(ii) and Section 3.8. On or before the Company Merger Effective Time, Parent shall deposit, or cause to be deposited, with the Exchange Agent (i) allot a number of shares of Parent Common Stock equal to the aggregate Merger Consideration in book-entry form issuable by Parent pursuant to Section 3.1(a)(ii) and (ii) cash in immediately available funds in an amount sufficient to pay the aggregate Fractional Share Consideration payable pursuant to Section 3.8. Parent shall deposit or cause to be deposited with the Exchange Agent, as nominee necessary from time to time following the Company Merger Effective Time, any dividends or other distributions, if any, to which a holder of Company Common Shares may be entitled pursuant to Section 3.3(e). Such book-entry shares of Parent Common Stock, aggregate Fractional Share Consideration and the amounts of any dividends or other distributions deposited with the Exchange Agent pursuant to this Section 3.3(a) are collectively referred to in this Agreement as the “Exchange Fund.” The Exchange Fund shall be for the sole benefit of the holders of Company Common Stock converted into Shares that were outstanding as of immediately prior to the right to receive the Company Merger Consideration, the aggregate number of Effective Time. Parent Ordinary Shares to be issued pursuant to Section 3.2(d) and (ii) deposit with the Exchange Agent an amount of cash sufficient to permit shall cause the Exchange Agent to make make, and the necessary payments Exchange Agent shall make, delivery of cash the Merger Consideration and payment of the Fractional Share Consideration and any amounts payable in lieu respect of fractional Parent ADSs and Parent Ordinary Shares in accordance with Section 3.4(e) (such cash and Parent Ordinary Shares, together with any dividends or other distributions with respect thereto being hereinafter referred to as the "Exchange Fund"), to be held for the benefit on shares of and distributed to the holders of Company Parent Common Stock in accordance with this Section. The Exchange Agent shall agree to hold such Parent Ordinary Shares and funds for delivery as contemplated by this Section, and upon such additional terms as may be agreed upon by the Exchange Agent, the Surviving Corporation and Parent shall cause the Depositary to issue through and upon the instructions Section 3.3(e) out of the Exchange Agent, for the benefit of the holders of shares of the Company Common Stock converted into the ADS Consideration in accordance with Section 3.2(c), Parent ADRs representing the number of Parent ADSs issuable pursuant to Section 3.2(c). Neither the Company, its affiliates nor the holders of Company Common Stock shall be responsible for any stamp duty reserve tax payable in connection with the ADS Consideration. The Exchange Agent shall invest any cash included in the Exchange Fund as directed by the Surviving Corporation on a daily basis; provided that no such investment or loss thereon shall affect the amounts payable to the Company's shareholders pursuant to this Article III. Parent and the Surviving Corporation shall replace any monies lost through an investment made pursuant to this Section 3.4. Any interest and other income resulting from such investments shall promptly be paid to the Surviving Corporation. All Parent Ordinary Shares and Parent ADSs to be issued and delivered to the holders of Company Common Stock in accordance with this Agreement shall, as of the Effective Time, have been registered under the Securities Act pursuant to a registration statement on Form F-4 declared effective by the SECAgreement. The Exchange Fund shall not be used for any other purpose.

Exchange Agent. Within three Business Days five business days following the Effective Time, Parent shall Time (i) allot to Parent shall issue and deposit with the Exchange AgentDepositary, as nominee for the benefit of the holders of shares of Company Common Stock converted into the right ADS Consideration in accordance with Section 2.5(c), Parent Ordinary Shares in an amount sufficient to receive permit the Merger Consideration, Depositary to issue Parent ADRs representing the aggregate number of Parent Ordinary Shares to be issued ADSs issuable pursuant to Section 3.2(d2.5(c) and (ii) Parent shall, for the benefit of the holders of the shares of Company Common Stock converted into Parent Ordinary Shares in the Merger, make available to the Surviving Corporation for deposit with a bank or trust company designated before the Closing Date by Parent and reasonably acceptable to the Company (the "Exchange Agent Agent"), (A) certificates representing the number of duly authorized whole Parent Ordinary Shares issuable in accordance with Section 2.5(c), and (B) an amount of cash sufficient equal to permit the Exchange Agent to make the necessary payments of cash aggregate amount payable in lieu of fractional Parent ADSs and Parent Ordinary Shares in accordance with Section 3.4(e2.7(e) (such cash cash, certificates representing Parent Ordinary Shares and Parent Ordinary SharesADRs representing Parent ADSs, together with any dividends or distributions with respect thereto being hereinafter referred to as the "Exchange Fund"), to be held for the benefit of and distributed to the holders of Company Common Stock in accordance with this Section. The Exchange Agent shall agree to hold such Parent Ordinary Shares and funds for delivery as contemplated by this Section, and upon such additional terms as may be agreed upon by the Exchange Agent, the Surviving Corporation Company and Parent shall cause the Depositary to issue through and upon the instructions of the Exchange Agent, for the benefit of the holders of shares of the Company Common Stock converted into the ADS Consideration in accordance with Section 3.2(c2.5(c), Parent ADRs representing the number of Parent ADSs issuable pursuant to Section 3.2(c2.5(c). Neither the Company, its affiliates nor the holders of Company Common Stock shall be responsible for any stamp duty reserve tax payable in connection with the ADS Consideration. The Exchange Agent shall invest any cash included in the Exchange Fund as directed by the Surviving Corporation on a daily basis; provided that no such investment or loss thereon shall affect the amounts payable to the Company's shareholders pursuant to this Article III. Parent and the Surviving Corporation shall replace any monies lost through an investment made pursuant to this Section 3.42.7. Any interest and other income resulting from such investments shall promptly be paid to the Surviving Corporation. All Parent Ordinary Shares and Parent ADSs to be issued and delivered to deposited in the holders of Company Common Stock in accordance with this Agreement Exchange Fund shall, as of the Effective Time, have been registered under the Securities Act pursuant to a registration statement on Form F-4 declared effective by the SEC.

Exchange Agent. Within three Business Days following Prior to the Effective Time, Parent shall select a nationally recognized financial institution or trust company with the Company’s prior approval (iwhich approval shall not be unreasonably withheld, conditioned or delayed) allot to serve as the exchange agent (the “Exchange Agent”). At or substantially concurrently with the Effective Time, Parent shall deposit, or cause to be deposited, (a) with Cacéis Corporate Trust (14, rue Rouget de Lisle—92189 Issy Les Moulineaux), as nominee custodian and transfer agent for Parent Ordinary Shares (the “French Custodian”), with a securities account opened in the books of a depositary bank reasonably acceptable to both Parent and the Company, as depositary for the benefit of the holders of Company Common Stock converted into the right to receive the Merger ConsiderationADSs (including any successor depositary thereto, the “Depositary Bank”), an aggregate number of Parent Ordinary Shares required to be issued in respect of shares of Company Common Stock pursuant to Section 3.2(d) 2.1, and (iib) deposit with the Exchange Agent an amount Depositary Bank, ADRs representing the aggregate number of cash sufficient ADSs required to permit be issued in respect of shares of Company Common Stock pursuant to Section 2.1, and the Exchange Agent Depositary Bank shall be authorized to make issue the necessary payments of cash in lieu of fractional Parent ADSs and representing Parent Ordinary Shares in accordance with Section 3.4(e) (such cash this Agreement and the Depositary Agreement. In addition, Parent Ordinary Sharesshall deposit or cause to be deposited with the Exchange Agent or the French Custodian, together with as applicable, from time to time after the Effective Time as necessary, any dividends or distributions with respect thereto being hereinafter referred to as the "Exchange Fund")other distributions, if any, to be held for the benefit of and distributed to which the holders of Company Common Stock in accordance with this Section. The Exchange Agent shall agree to hold such Parent Ordinary Eligible Shares and funds for delivery as contemplated by this Section, and upon such additional terms as may be agreed upon by the Exchange Agent, the Surviving Corporation and Parent shall cause the Depositary to issue through and upon the instructions of the Exchange Agent, for the benefit of the holders of shares of the Company Common Stock converted into the ADS Consideration in accordance with Section 3.2(c), Parent ADRs representing the number of Parent ADSs issuable entitled pursuant to Section 3.2(c)3.3 with both a record and payment date after the Effective Time and prior to the surrender of such Eligible Shares. Neither Such ADSs, cash in lieu of any fractional shares payable pursuant to Section 3.5 and the Company, its affiliates nor the holders amount of Company Common Stock shall be responsible for any stamp duty reserve tax payable in connection dividends or other distributions deposited with the ADS Consideration. The Exchange Agent shall invest any cash included in or the Exchange Fund as directed by the Surviving Corporation on a daily basis; provided that no such investment or loss thereon shall affect the amounts payable to the Company's shareholders pursuant to this Article III. Parent and the Surviving Corporation shall replace any monies lost through an investment made French Custodian pursuant to this Section 3.43.1 are referred to collectively in this Agreement as the “Exchange Fund.” The Exchange Fund shall not be used for any purpose other than for the purpose expressly provided for in this Agreement. The cash portion of the Exchange Fund shall be invested by the Exchange Agent as reasonably directed by Parent. Any interest and other income resulting from such investments investment shall become a part of the Exchange Fund, and any amounts in excess of the amounts payable pursuant to this Agreement shall be promptly returned to Parent. To the extent there are losses with respect to such investments, or the Exchange Fund diminishes for other reasons below the level required to fully satisfy all of the payment obligations to be made in cash by the Exchange Agent hereunder, Parent shall promptly be paid replace or restore the cash in the Exchange Fund so that the Exchange Fund is at all times maintained at a level sufficient for the Exchange Agent to the Surviving Corporationfully satisfy such cash payment obligations. All Parent Ordinary Shares and Parent ADSs to be issued and delivered to the holders of Company Common Stock in accordance with this Agreement shall, as No investment losses resulting from investment of the Effective Time, have been registered under Exchange Fund shall diminish the Securities Act pursuant rights of any former holder of Eligible Shares to a registration statement on Form F-4 declared effective by receive the SECMerger Consideration as provided in this Agreement.

Exchange Agent. Within three Business Days following Acquiror shall cause the Effective TimeExchange Agent to agree, Parent shall among other things, that (i) allot to the Exchange Agent, Agent shall maintain the Exchange Fund as nominee a separate fund to be held for the benefit of the holders of the Company Common Stock converted into the right to receive the Merger ConsiderationShares, the aggregate number of Parent Ordinary Shares to which shall be issued pursuant to Section 3.2(d) and (ii) deposit with the Exchange Agent an amount of cash sufficient to permit promptly applied by the Exchange Agent to make making the necessary payments provided for in Section 2.2, (ii) any portion of cash in lieu the Exchange Fund that has not been paid to holders of fractional Parent ADSs the Company Shares pursuant to Section 2.2 prior to that date which is six months from the Effective Time shall be delivered to Acquiror, and Parent Ordinary Shares in accordance with Section 3.4(e) (such cash and Parent Ordinary Shares, together with any dividends or distributions with respect thereto being hereinafter referred to as the "Exchange Fund"), to be held for the benefit of and distributed to the holders of Company Common Stock Shares who shall not have theretofore complied with Section 2.2 shall thereafter look only to Acquiror for the Share Consideration and Other Amounts; (iii) the Exchange Fund shall not be used for any purpose that is not provided for herein, and (iv) all expenses of the Exchange Agent shall be paid directly by Acquiror. Promptly following the date which is six months from the Effective Time, the Exchange Agent shall return to Acquiror all cash, securities and any other instruments in accordance its possession relating to the transactions described in this Agreement, and the Exchange Agent's duties shall terminate. Thereafter, each holder of Certificates may surrender such Certificates to Acquiror and (subject to applicable abandoned property, escheat and similar laws) receive in exchange therefor the Share Consideration payable with this Sectionrespect thereto, without interest, but shall have no greater rights against Acquiror than may be accorded to general creditors of Acquiror under the OGCL. The Exchange Agent shall agree not be entitled to hold such Parent Ordinary Shares and funds for delivery as contemplated vote or exercise any rights of ownership with respect to the Acquiror Common Stock held by this Sectionit from time to time hereunder. None of Acquiror, and upon such additional terms as may be agreed upon by Merger Sub, the Company, the Exchange Agent, the Surviving Corporation nor any of their respective officers, directors and Parent employees shall cause the Depositary be liable to issue through and upon the instructions of the Exchange Agent, for the benefit of the holders any holder of shares of the Company Common Stock converted into the ADS Consideration in accordance with Section 3.2(c), Parent ADRs representing the number of Parent ADSs issuable pursuant to Section 3.2(c). Neither the Company, its affiliates nor the holders of Company Common Stock shall be responsible for any stamp duty reserve tax payable in connection with Share Consideration or Other Amounts from the ADS ConsiderationExchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. The Exchange Agent shall invest any cash included in the Exchange Fund Fund, as directed by the Surviving Corporation Acquiror, on a daily basis; provided that no such investment or loss thereon shall affect the amounts payable to the Company's shareholders pursuant to this Article III. Parent and the Surviving Corporation shall replace any monies lost through an investment made pursuant to this Section 3.4. Any interest and other income resulting from such investments shall promptly be paid to the Surviving Corporation. All Parent Ordinary Shares and Parent ADSs to be issued and delivered to the holders of Company Common Stock in accordance with this Agreement shall, as of the Effective Time, have been registered under the Securities Act pursuant to a registration statement on Form F-4 declared effective by the SECAcquiror.

Exchange Agent. Within three Business Days following (i) Prior to the First Effective Time, Parent shall (i) allot will designate a reputable bank or trust company, reasonably acceptable to the Company, to act as the exchange agent for purposes of effecting the payment and issuance of the Merger Consideration in connection with the First Merger (the “Exchange Agent”). At or immediately prior to the First Effective Time (but in any event substantially concurrently with the First Effective Time), as nominee Parent will deposit, or cause to be deposited, with the Exchange Agent (A) the shares of Parent Common Stock in book-entry form issuable pursuant to Section 2.1(a)(i) in exchange for the benefit of the holders shares of Company Common Stock converted into the right (excluding any Fractional Share Consideration) and (B) cash in immediately available funds in an amount sufficient to receive the Merger Consideration, pay the aggregate number Per Share Cash Consideration to which holders of Parent Ordinary Shares to will be issued entitled at the First Effective Time pursuant to this Agreement and the Fractional Share Consideration in accordance with Section 3.2(d) 2.2 and (ii) after the First Effective Time, on the appropriate payment date, if applicable, Parent shall deposit or cause to be deposited with the Exchange Agent an amount of cash sufficient equal to permit the Exchange Agent to make the necessary payments amount of cash in lieu of fractional Parent ADSs and Parent Ordinary Shares in accordance with Section 3.4(e) (such cash and Parent Ordinary Shares, together with any dividends or other distributions with respect thereto being hereinafter referred to as payable under Section 2.3(g) on the "shares of Parent Common Stock deposited under the foregoing clause (i) (collectively, the “Exchange Fund"”), to be held for the benefit of and distributed to the holders of Company Common Stock in accordance with this Section. The cash portion of the Exchange Agent shall agree to hold such Parent Ordinary Shares and funds for delivery as contemplated by this Section, and upon such additional terms as may Fund will be agreed upon invested by the Exchange Agent, as directed by Parent or the Surviving Corporation Entity, in (1) obligations of or fully guaranteed by the United States or any agency or instrumentality thereof and Parent shall cause backed by the Depositary to issue through full faith and upon the instructions credit of the United States with a maturity of no more than thirty (30) days; (2) commercial paper obligations rated A-1 or P-1 or better by ▇▇▇▇▇’▇ Investors Service, Inc. or Standard & Poor’s Corporation, respectively; or (3) certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $10,000,000,000 (based on the most recent financial statements of such bank that are then publicly available, pending payment thereof by the Exchange AgentAgent to the holders of the Shares). Earnings resulting from such investments will be the sole and exclusive property of Parent, for and no part of such earnings will accrue to the benefit of the holders of shares of the Company Common Stock converted into the ADS Consideration in accordance with Section 3.2(c), Parent ADRs representing the number of Parent ADSs issuable pursuant to Section 3.2(c). Neither the Company, its affiliates nor the holders of Company Common Stock shall be responsible for any stamp duty reserve tax payable in connection with the ADS Consideration. The Exchange Agent shall invest any cash included in the Exchange Fund as directed by the Surviving Corporation on a daily basis; provided that no such investment or loss thereon shall affect the amounts payable to the Company's shareholders pursuant to this Article III. Parent and the Surviving Corporation shall replace any monies lost through an investment made pursuant to this Section 3.4Shares. Any interest and other income losses resulting from such investments shall promptly be paid not impact Parent’s obligations under this Article 2, and in the event of any such losses, Parent shall take all actions necessary to cause to deposit into the Surviving Corporation. All Exchange Fund sufficient shares of Parent Ordinary Shares and Parent ADSs to be issued and delivered to the holders of Company Common Stock in accordance with this Agreement shallor cash, as of the Effective Timeneeded, have been registered to satisfy Parent’s obligations under the Securities Act pursuant to a registration statement on Form F-4 declared effective by the SECthis Article 2.

Exchange Agent. Within three Business Days following Prior to the Effective Time, Parent Validus shall designate an exchange and paying agent reasonably acceptable to IPC (ithe “Exchange Agent”) allot for the purpose of exchanging IPC Common Shares outstanding immediately prior to the Exchange AgentEffective Time. Prior to or at the Effective Time, as nominee for the benefit of the holders of Company Common Stock converted into the right to receive the Merger ConsiderationValidus shall deposit, the aggregate number of Parent Ordinary Shares or shall cause to be issued pursuant to Section 3.2(d) and (ii) deposit deposited with the Exchange Agent an in accordance with this ARTICLE II, (i) certificates, or at Validus’ option, shares in book entry form representing the Validus Common Shares to be exchanged in the Amalgamation, (ii) a cash amount of cash sufficient to permit in immediately available funds necessary for the Exchange Agent to make the necessary payments of the aggregate Per Share Cash Consideration under Section 2.1(a)(ii) (the “Cash Portion”), (iii) cash in an amount sufficient to pay any cash payable in lieu of fractional Parent ADSs shares pursuant to Section 2.2(e) and Parent Ordinary Shares in accordance with Section 3.4(e(iv) (such cash and Parent Ordinary Shares, together with any dividends or distributions with respect thereto being to which the shareholders of IPC may be entitled pursuant to Section 2.2(c). Such Consideration and cash so deposited are hereinafter referred to as the "“Exchange Fund"), to .” No interest shall be held paid or accrued for the benefit of and distributed to the holders of Company the IPC Certificates or IPC Common Stock Shares in accordance with this Section. The Exchange Agent shall agree to hold such Parent Ordinary Shares and funds for delivery as contemplated by this Section, and upon such additional terms as may be agreed upon by the Exchange Agent, the Surviving Corporation and Parent shall cause the Depositary to issue through and upon the instructions of the Exchange Agent, for the benefit of the holders of shares of the Company Common Stock converted into the ADS Consideration in accordance with Section 3.2(c), Parent ADRs representing the number of Parent ADSs issuable IPC Share Register on cash amounts payable pursuant to this Section 3.2(c). Neither the Company, its affiliates nor the holders of Company Common Stock shall be responsible for any stamp duty reserve tax payable in connection with the ADS Consideration2.2. The Exchange Agent shall invest any cash included in the Exchange Fund Cash Portion as directed by the Surviving Corporation on a daily basis; Validus, provided that no such investments shall be in obligations of or guaranteed by the United States of America, in commercial paper obligations rated A1 or P1 or better by ▇▇▇▇▇’▇ Investors Service, Inc. or Standard & Poor’s, respectively, in certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $1 billion, or in money market funds having a rating in the highest investment or loss thereon shall affect category granted by a recognized credit rating agency at the amounts payable to the Company's shareholders pursuant to this Article III. Parent and the Surviving Corporation shall replace any monies lost through an investment made pursuant to this Section 3.4time of investment. Any interest and other income resulting from such investments shall promptly be paid over promptly to the Surviving Corporation. All Parent Ordinary Shares Validus and Parent ADSs to be issued and delivered to the holders of Company Common Stock any amounts in accordance with this Agreement shall, as excess of the Effective Timeamounts payable under Section 2.1(a)(ii) shall be promptly returned to Validus. To the extent that there are any losses with respect to any such investments, have been registered or the Cash Portion diminishes for any reason below the level required for the Exchange Agent to make prompt cash payment of the aggregate Per Share Cash Consideration under Section 2.1(a)(ii), Validus shall promptly replace or restore the Securities Act pursuant cash in the Cash Portion so as to ensure that the Cash Portion is at all times maintained at a registration statement on Form F-4 declared effective by level sufficient for the SECExchange Agent to pay the aggregate Per Share Cash Consideration under Section 2.1(a)(ii).

Exchange Agent. Within three (a) As promptly as reasonably practicable following the date of this Agreement, but in no event later than ten (10) Business Days following prior to the Closing Date, SOAC shall appoint an exchange agent reasonably acceptable (such acceptance, not to be unreasonably withheld, conditioned or delayed) to the Company (the “Exchange Agent”) and enter into an exchange agent agreement with the Exchange Agent for the purpose of (i) exchanging certificates, if any, representing the Company Common Shares (“Certificates”), and each Company Share held in book-entry form on the securities registry of the Company immediately prior to the Effective Time, Parent shall (i) allot in either case, for the portion of the SOAC Common Shares Consideration issuable in respect of such Company Shares in accordance with the Allocation Schedule and on the terms and subject to the Exchange Agent, as nominee for conditions set forth in this Agreement and the benefit Plan of the holders of Company Common Stock converted into the right to receive the Merger Consideration, the aggregate number of Parent Ordinary Shares to be issued pursuant to Section 3.2(d) Arrangement and (ii) deposit depositing with the Exchange Agent an amount of cash sufficient to permit the Exchange Agent to make the necessary payments of cash in lieu of fractional Parent ADSs and Parent Ordinary Shares in accordance with Section 3.4(e) (such cash and Parent Ordinary Shares, together with any dividends or distributions with respect thereto being hereinafter referred to as the "Exchange Fund"), to be held for the benefit of and distributed to the holders of Company Common Stock in accordance with this Section. The Exchange Agent shall agree to hold such Parent Ordinary Shares and funds for delivery as contemplated by this Section, and upon such additional terms as may be agreed upon by the Exchange Agent, the Surviving Corporation and Parent shall cause the Depositary to issue through and upon the instructions of the Exchange Agent, for the benefit of the holders Company in accordance with Section 2.8, the Company Earnout Shares. (b) At least three (3) Business Days prior to the Closing Date, the Company shall mail or otherwise deliver, or shall cause to be mailed or otherwise delivered, a Letter of shares Transmittal to the Company Shareholders. (c) As soon as practicable following the SOAC Continuance and prior to the Effective Time, SOAC shall deposit, or cause to be deposited, with the Exchange Agent, for the benefit of (i) the Company Shareholders and for exchange in accordance with this Section 2.6 through the Exchange Agent and (ii) the Company Shareholders and the Sponsor in accordance with Section 2.8, evidence of the Exchange Consideration in book-entry form. (d) At the Effective Time, on the terms and subject to the conditions set forth in this Agreement and the Plan of Arrangement, each Company Shareholder shall be entitled to receive the portion of the Exchange Consideration to which he, she or it is entitled on the date provided in Section 2.6(e) upon (i) surrender of a Certificate (or affidavit of loss in lieu thereof in the form required by SOAC, the Company and the Exchange Agent) to the Exchange Agent or (ii) in the case of Company Common Shares held in book-entry form, a properly completed and duly executed Letter of Transmittal (including, for the avoidance of doubt, any documents or agreements required by SOAC, the Company and the Exchange Agent), to the Exchange Agent. (e) If a properly completed and duly executed Letter of Transmittal together with, as applicable, any Certificates (or affidavit of loss in lieu thereof in the form required by SOAC, the Company and the Exchange Agent) are delivered to the Exchange Agent in accordance with Section 2.6(d) (i) at least two (2) Business Days prior to the Closing Date, then SOAC and the Company shall take all necessary actions to cause the applicable portion of the Exchange Consideration to be issued to the applicable Company Shareholder in book-entry form on the Closing Date in accordance with the Allocation Schedule, or (ii) less than two (2) Business Days prior to the Closing Date, then SOAC and the Company shall take all necessary actions to cause the applicable portion of the Exchange Consideration to be issued to the Company Shareholder in book-entry form in accordance with the Allocation Schedule within two (2) Business Days after such delivery. (f) If any portion of the Exchange Consideration is to be issued to a Person other than the Company Shareholder in whose name the surrendered Certificate or the transferred Company Share in book-entry form is registered, it shall be a condition to the issuance of the applicable portion of the Exchange Consideration that (i) either such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer or such Company Share in book-entry form shall be properly transferred and (ii) the Person requesting such consideration pay to the Exchange Agent any transfer Taxes required as a result of such consideration being issued to a Person other than the registered holder of such Certificate or Company Share in book-entry form or establish to the satisfaction of the Exchange Agent that such transfer Taxes have been paid or are not payable. (g) No interest will be paid or accrued on the Exchange Consideration (or any portion thereof). From and after the Effective Time, until surrendered or transferred, as applicable, in accordance with this Section 2.6, each Company Share shall solely represent the right to receive a portion of the Exchange Consideration to which such Company Share is entitled to receive in accordance with the Allocation Schedule. (h) Any portion of the aggregate Exchange Consideration that remains unclaimed by the Company Shareholders six (6) years following the Closing Date shall be delivered to SOAC or as otherwise instructed by SOAC, and any right or claim to payment under the Plan of Arrangement that remains outstanding six (6) years following the Closing Date shall cease to represent a right or claim of any kind or nature and the right of the Company Common Stock converted into Shareholders to receive the ADS applicable portion of the aggregate Exchange Consideration in accordance with Section 3.2(c), Parent ADRs representing the number Plan of Parent ADSs issuable pursuant to Section 3.2(c). Neither the Company, its affiliates nor the holders of Company Common Stock Arrangement shall terminate and be responsible for any stamp duty reserve tax payable in connection with the ADS Consideration. The Exchange Agent shall invest any cash included in the Exchange Fund as directed by the Surviving Corporation on a daily basis; provided that no such investment or loss thereon shall affect the amounts payable to the Company's shareholders pursuant to this Article III. Parent and the Surviving Corporation shall replace any monies lost through an investment made pursuant to this Section 3.4. Any interest and other income resulting from such investments shall promptly be paid to the Surviving Corporation. All Parent Ordinary Shares and Parent ADSs deemed to be issued surrendered and delivered forfeited to the holders of Company Common Stock in accordance with this Agreement shallSOAC, as of the Effective Time, have been registered under the Securities Act pursuant to a registration statement on Form F-4 declared effective by the SECfor no consideration.

Exchange Agent. Within three Business Days On or before the Effective Time, MergerCo shall cause to be deposited in trust with a bank or trust company designated by MergerCo and reasonably satisfactory to Holdings (the "EXCHANGE AGENT") the aggregate Merger Consideration to which holders of Shares shall be entitled at the Effective Time pursuant to Section 3.1 (the "PAYMENT FUND"). The aggregate amount of the Cash Price shall be so deposited in immediately available funds. MergerCo shall cause the Exchange Agent to make the payments provided for in Section 3.1(c) out of the Payment Fund. Notwithstanding the foregoing, payments provided for in Section 3.2 shall be paid by the Surviving Corporation immediately following the Effective Time, Parent and payments provided for in Section 3.1(d) shall (i) allot to be paid by the Exchange Agent, Surviving Corporation as nominee for the benefit provided under Section 262 of the holders of Company Common Stock converted into the right to receive the Merger Consideration, the aggregate number of Parent Ordinary Shares to be issued pursuant to Section 3.2(d) and (ii) deposit with the DGCL. The Exchange Agent an amount shall invest undistributed portions of cash sufficient the Payment Fund as MergerCo directs in obligations of or guaranteed by the United States of America, in commercial paper obligations receiving the highest investment grade rating from both Mood▇'▇ ▇▇▇estor Services, Inc. and Standard & Poor's Corporation, or in certificates of deposit, bank repurchase agreements or banker's acceptances of commercial banks with capital exceeding $1,000,000,000 (collectively, "PERMITTED INVESTMENTS"); PROVIDED, HOWEVER, that the maturities of Permitted Investments shall be such as to permit the Exchange Agent to make the necessary payments of cash in lieu of fractional Parent ADSs and Parent Ordinary Shares in accordance with Section 3.4(e) (such cash and Parent Ordinary Shares, together with any dividends or distributions with respect thereto being hereinafter referred prompt payment to as the "Exchange Fund"), to be held for the benefit of and distributed to the former holders of Company Common Stock in accordance with this Section. The Exchange Agent shall agree to hold such Parent Ordinary Shares and funds for delivery entitled thereto as contemplated by this Section, and upon such additional terms as may be agreed upon by the Exchange Agent, the Surviving Corporation and Parent Section 3.1(c). MergerCo shall cause the Depositary Payment Fund to issue through be promptly replenished to the extent of any losses incurred as a result of Permitted Investments. All net earnings of Permitted Investments shall be paid to MergerCo as and upon when requested by MergerCo. If for any reason (including losses) the instructions Payment Fund is inadequate to pay the amounts to which holders of Shares shall be entitled under Section 3.1(c), MergerCo shall in any event be liable for payment thereof. The Payment Fund shall not be used for any purpose except as expressly provided in this Agreement. If any cash or cash equivalents deposited with the Exchange Agent, Agent for purposes of paying the Merger Consideration for the benefit of the holders of shares of the Company Common Stock converted into the ADS Consideration in accordance with Section 3.2(c), Parent ADRs representing the number of Parent ADSs issuable Shares pursuant to Section 3.2(c). Neither 3.1(c) remains unclaimed following the Company, its affiliates nor the holders expiration of Company Common Stock shall be responsible for any stamp duty reserve tax payable in connection with the ADS Consideration. The Exchange Agent shall invest any cash included in the Exchange Fund as directed by the Surviving Corporation on a daily basis; provided that no such investment or loss thereon shall affect the amounts payable to the Company's shareholders pursuant to this Article III. Parent and the Surviving Corporation shall replace any monies lost through an investment made pursuant to this Section 3.4. Any interest and other income resulting from such investments shall promptly be paid to the Surviving Corporation. All Parent Ordinary Shares and Parent ADSs to be issued and delivered to the holders of Company Common Stock in accordance with this Agreement shall, as of one year after the Effective Time, have been registered under such cash or cash equivalents (together with accrued interest) shall be delivered to the Securities Act pursuant to a registration statement on Form F-4 declared effective Surviving Corporation by the SECExchange Agent and, thereafter, holders of certificates that immediately prior to the Effective Time represented Shares shall be entitled to look only to the Surviving Corporation (subject to abandoned property, escheat or similar laws) as general unsecured creditors thereof.

Exchange Agent. Within three Business Days following (a) As soon as reasonably practicable after the Execution Date, the Exchange Agent shall mail or cause to be mailed or otherwise delivered to each Acquired Company Equityholder a Letter of Transmittal, in substantially the form of Exhibit D attached hereto (the “Letter of Transmittal”), which, for the avoidance of doubt, shall include the obligation of each Acquired Company Equityholder to agree to Section 10.16. Each Acquired Company Equityholder that has delivered a Letter of Transmittal to the Exchange Agent shall be entitled to receive from the Exchange Agent (subject to the provisions of Section 2.10) such portion of the Base Merger Consideration to which such Acquired Company Equityholder is entitled pursuant to Section 2.07(b). With respect to any Acquired Company Equityholder that delivers a Letter of Transmittal to the Exchange Agent at or prior to the Company Effective Time, Parent the Exchange Agent shall (ipay at the Closing the amount to which such Acquired Company Equityholder is entitled pursuant to Section 2.07(b) allot by wire transfer of immediately available funds, directly to such Acquired Company Equityholder. With respect to any Acquired Company Equityholder that delivers a Letter of Transmittal to the Exchange Agent, as nominee for Agent after the benefit of the holders of Company Common Stock converted into the right to receive the Merger ConsiderationBlocker D Effective Time, the aggregate number Exchange Agent shall, promptly following the receipt of Parent Ordinary Shares such Letter of Transmittal, pay the amount to be issued which such Acquired Company Equityholder is entitled pursuant to Section 3.2(d2.07(b) and by wire transfer of immediately available funds, directly to such Acquired Company Equityholder. (iib) deposit with Promptly following the Exchange Agent an amount of cash sufficient to permit date which is one (1) year after the Blocker D Effective Time, Buyer shall instruct the Exchange Agent to make the necessary payments of deliver to Buyer all cash in lieu of fractional Parent ADSs and Parent Ordinary Shares in accordance with Section 3.4(e) (such cash and Parent Ordinary Shares, together with any dividends or distributions with respect thereto being hereinafter referred to as the "Exchange Fund"), to be held for the benefit of and distributed its possession relating to the holders of Company Common Stock in accordance with this Section. The Exchange Agent shall agree to hold such Parent Ordinary Shares and funds for delivery as contemplated by this SectionTransactions, and upon such additional terms as may be agreed upon by the Exchange Agent’s duties shall terminate. After the Exchange Agent makes such payments to Buyer, all former Acquired Company Equityholders and will be entitled to look only to Buyer (subject to any applicable abandoned property, escheat and other similar Laws) as general creditors thereof with respect to the Surviving Corporation and Parent shall cause the Depositary to issue through and upon the instructions portion of the Exchange Agent, for the benefit Base Merger Consideration payable upon delivery of the holders a duly executed Letter of shares of the Company Common Stock converted into the ADS Consideration in accordance with Section 3.2(c), Parent ADRs representing the number of Parent ADSs issuable Transmittal pursuant to Section 3.2(c)this Agreement. Neither None of the Company, its affiliates nor Buyer, Merger Subs, the holders of Company Common Stock shall be responsible for any stamp duty reserve tax payable in connection with the ADS Consideration. The Exchange Agent shall invest or the Holder Representative will be liable to any cash included Person in the Exchange Fund as directed by the Surviving Corporation on respect of amounts paid to a daily basis; provided that no such investment or loss thereon shall affect the amounts payable public official to the Company's shareholders pursuant to this Article III. Parent and the Surviving Corporation shall replace extent required under any monies lost through an investment made pursuant to this Section 3.4. Any interest and other income resulting from such investments shall promptly be paid to the Surviving Corporation. All Parent Ordinary Shares and Parent ADSs to be issued and delivered to the holders of Company Common Stock in accordance with this Agreement shallapplicable abandoned property, as of the Effective Time, have been registered under the Securities Act pursuant to a registration statement on Form F-4 declared effective by the SECescheat or similar Law.

Exchange Agent. Within three Business Days following (a) WFM shall authorize Securities Transfer Corporation to serve as exchange agent hereunder (the "Exchange Agent"). Promptly after the Effective TimeDate, Parent WFM shall (i) allot to the Exchange Agent, as nominee for the benefit of the holders of Company Common Stock converted into the right to receive the Merger Consideration, the aggregate number of Parent Ordinary Shares deposit or shall cause to be issued pursuant to Section 3.2(d) and (ii) deposit deposited in trust with the Exchange Agent an amount the aggregate of the following: (i) the Merger Consideration with respect to each Converted Share; (ii) certificates representing the number of whole shares of WFM Common Stock to which the holders of Amrion Common Stock (other than holders of Dissenting Shares) are entitled pursuant to Section 2.1(a); and (iii) cash sufficient to permit the Exchange Agent pay for fractional shares then known to make the necessary payments of cash in lieu of fractional Parent ADSs and Parent Ordinary Shares in accordance with Section 3.4(e) WFM, if applicable (such cash amounts and Parent Ordinary Shares, together with any dividends or distributions with respect thereto certificates being hereinafter referred to as the "Exchange Fund"), to be held for the benefit of and distributed to the holders of Company Common Stock in accordance with this Section. The Exchange Agent shall agree shall, pursuant to hold irrevocable instructions received from WFM, pay the Merger Consideration with respect to such Parent Ordinary Shares and funds Converted Share as provided for delivery as contemplated by in this Section, and upon such additional terms as may be agreed upon Article 2 out of the Exchange Fund. Any cash needed from time to time by the Exchange Agent, the Surviving Corporation Agent to make payments for fractional shares shall be provided by WFM and Parent shall cause the Depositary to issue through and upon the instructions become part of the Exchange Agent, for the benefit of the holders of shares of the Company Common Stock converted into the ADS Consideration in accordance with Section 3.2(c), Parent ADRs representing the number of Parent ADSs issuable pursuant to Section 3.2(c). Neither the Company, its affiliates nor the holders of Company Common Stock shall be responsible for any stamp duty reserve tax payable in connection with the ADS ConsiderationFund. The Exchange Fund shall not be used for any other purpose, except as provided in this Agreement, or as otherwise agreed to by WFM, Merger Subsidiary and Amrion prior to the Effective Date. (b) As soon as practicable after the Effective Date, the Exchange Agent shall invest any cash included in the Exchange Fund as directed by the Surviving Corporation on a daily basis; provided that no such investment or loss thereon shall affect the amounts payable mail and otherwise make available to the Company's shareholders pursuant to this Article III. Parent and the Surviving Corporation shall replace any monies lost through an investment made pursuant to this Section 3.4. Any interest and each record holder (other income resulting from such investments shall promptly be paid to the Surviving Corporation. All Parent Ordinary Shares and Parent ADSs to be issued and delivered to the than holders of Company Common Stock in accordance with this Agreement shallDissenting Shares) who, as of the Effective TimeDate, was a holder of an outstanding certificate or certificates which immediately prior to the Effective Date represented shares of the Converted Shares (the "Certificates") a form of letter of transmittal and instructions for use in effecting the surrender of the Certificates for payment therefor and conversion thereof, which letter of transmittal shall comply with all applicable rules of the NMS. (c) Delivery of Certificates shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and the form of letter of transmittal shall so reflect. Upon surrender to the Exchange Agent of a Certificate, together with such letter of transmittal duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor one or more certificates as requested by the holder (properly issued, executed and countersigned, as appropriate) representing that number of whole shares of WFM Common Stock to which such holder of Amrion Common Stock shall have been registered under the Securities Act become entitled pursuant to the provisions of this Article 2, and the Certificate so surrendered shall forthwith be canceled. (d) WFM shall pay any transfer or other taxes required by reason of the issuance of a registration statement on Form F-4 declared effective certificate representing shares of WFM Common Stock; provided, however, that such certificate is issued in the name of the person in whose name the Certificate surrendered in exchange therefor is registered. If any portion of the consideration to be received pursuant to this Article 2 upon exchange of a Certificate is to be issued or paid to a person other than the person in whose name the Certificate surrendered in exchange therefor is registered, it shall be a condition of such issuance and payment that the Certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer and that the person requesting such exchange shall pay in advance any transfer or other taxes required by reason of the SECissuance of a certificate representing shares of WFM Common Stock to such other person, or establish to the satisfaction of the Exchange Agent that such tax has been paid or that no such tax is applicable. From the Effective Date until surrender in accordance with the provisions of this Section 2.5, each Certificate (other than Certificates representing treasury shares of Amrion and Certificates representing Dissenting Shares) shall represent for all purposes only the right to receive the consideration provided in Sections 2.1 and 2.

Exchange Agent. Within three Business Days following (a) EquiServe Trust Company, N.A. has been appointed to serve as the exchange agent (hereinafter, the “Exchange Agent”) to effect the exchange of certificates (“Certificates”) that immediately prior to the Effective Time represented shares of Company Common Stock for cash and/or shares of Buyer Common Stock, in accordance with Section 1.4(b) and Section 1.5(c). (b) The Stockholders identified on Section 1.7(b) of the Disclosure Schedule (the “Consenting Stockholders”) have previously delivered to the Buyer all of the Certificates held by such Consenting Stockholders. (c) As soon as practicable after the Effective Time, Parent and in any event no later than five (5) business days after the Closing, the Buyer shall cause the Exchange Agent to send to each Stockholder that is not a Consenting Stockholder (each a “Non-Consenting Stockholder”) (i) allot a copy of the information statement attached hereto as Exhibit D (the “Disclosure Statement”), which contains information about this Agreement, the Merger and the transactions contemplated hereby, (ii) a copy of the Investment Representation Letter attached hereto as Exhibit B and a letter instructing such Non-Consenting Stockholder to complete, sign and return such completed and signed Investment Representation Letter to the Exchange Agent on behalf of the Buyer, (iii) a copy of the Registration Rights Agreement in the form of Exhibit E hereto, together with instructions to such Non-Consenting Stockholder to execute and deliver such documents to the Exchange Agent on behalf of the Buyer if such Non-Consenting Stockholder is an Accredited Stockholder, (iv) a notice and a transmittal form (the “Letter of Transmittal”) that advises such Non-Consenting Stockholder of the effectiveness of the Merger and the procedure for surrendering to the Exchange Agent such Non-Consenting Stockholder’s Certificates in exchange for the consideration into which such Non-Consenting Stockholder’s shares of Company Stock have been converted in accordance with Section 1.4(b) and (v) notice of the Company Stockholder Consent (as hereinafter defined) as required pursuant to Section 228(e) of the Delaware General Corporation Law, which notice shall inform such Non-Consenting Stockholders of the Company that the Merger was adopted and approved by the Stockholders and that appraisal rights are available for their shares of Company Stock pursuant to Section 262 of the Delaware General Corporation Law (which notice shall include a copy of such Section 262). (d) Each Consenting Stockholder, at the Closing, and each Non-Consenting Stockholder, upon proper surrender of such Non-Consenting Stockholder’s Certificates to the Exchange Agent in accordance with the instructions in the Letter of Transmittal and the return of a completed, signed Investment Representation Letter (and a completed and signed counterpart signature page to the Registration Rights Agreement, if applicable) to the Buyer and the Exchange Agent, as nominee for the benefit shall be entitled to receive in exchange therefor (subject to any taxes required to be withheld) such cash and /or shares of the holders of Company Buyer Common Stock converted into as shall be determined in accordance with Section 1.4(b) and Section 1.4(c), plus cash in lieu of any fractional shares, as provided in Section 1.8 below. Until properly surrendered, each Certificate held by a Non-Consenting Stockholder shall be deemed for all purposes to evidence only the right to receive the Merger Consideration, the aggregate number cash and/or shares of Parent Ordinary Shares to be issued pursuant to Section 3.2(d) and (ii) deposit with the Exchange Agent an amount of cash sufficient to permit the Exchange Agent to make the necessary payments of cash in lieu of fractional Parent ADSs and Parent Ordinary Shares in accordance with Section 3.4(e) (such cash and Parent Ordinary Shares, together with any dividends or distributions with respect thereto being hereinafter referred to as the "Exchange Fund"), to be held for the benefit of and distributed to the holders of Company Buyer Common Stock in accordance with this SectionSection 1.4(b) and Section 1.4(c). The Non-Consenting Stockholders shall not be entitled to receive any consideration in respect of the shares of Buyer Stock previously represented by such Certificates until such Certificates are properly surrendered in accordance with the Letter of Transmittal. (e) If any Merger Shares are to be issued in the name of a Person other than the Person in whose name the Certificate surrendered in exchange therefor is registered, it shall be a condition to the issuance of such Merger Shares that (i) the Certificate so surrendered shall be transferable, and shall be properly assigned, endorsed or accompanied by appropriate stock powers, (ii) such transfer shall otherwise be proper and (iii) the Person requesting such transfer shall pay to the Exchange Agent shall agree any transfer or other taxes payable by reason of the foregoing or establish to hold such Parent Ordinary Shares and funds for delivery as contemplated by this Section, and upon such additional terms as may be agreed upon by the Exchange Agent, the Surviving Corporation and Parent shall cause the Depositary to issue through and upon the instructions satisfaction of the Exchange AgentAgent that such taxes have been paid or are not required to be paid. Notwithstanding anything to the contrary herein, neither the Exchange Agent nor any Party shall be liable to a holder of Company Stock for any consideration payable hereunder that is delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (f) In the benefit event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the holders of Person claiming such Certificate to be lost, stolen or destroyed, the Buyer shall issue in exchange for such lost, stolen or destroyed Certificate the cash and/or shares of the Company Buyer Common Stock into which the shares of Company Stock represented by such Certificate has been converted into the ADS Consideration in accordance with Section 3.2(c), Parent ADRs representing the number of Parent ADSs issuable pursuant to 1.4(b) and Section 3.2(c1.4(c). Neither The Board of Directors of the CompanyBuyer may, in its affiliates nor discretion and as a condition precedent to the payment therefor, require the owner of such lost, stolen or destroyed Certificate to indemnify the Buyer against any claim that may be made against the Buyer with respect to the Certificate alleged to have been lost, stolen or destroyed. (g) No dividends or other distributions that are payable to the holders of Company record of Buyer Common Stock as of a date on or after the date hereof shall be responsible paid to Non-Consenting Stockholders entitled by reason of the Merger to receive shares of Buyer Common Stock until such Non-Consenting Stockholders surrender their Certificates for any stamp duty reserve tax payable certificates representing the Merger Shares in connection accordance with the ADS Consideration. The Exchange Agent shall invest any cash included instructions set forth in the Exchange Fund Letter of Transmittal. Upon such surrender, the Buyer shall pay or deliver to the Persons in whose name the certificates representing such Initial Shares are issued any dividends or other distributions that are payable to the holders of record of Buyer Common Stock as directed by of a date on or after the Surviving Corporation on a daily basisdate hereof and which were paid or delivered between the Effective Time and the time of such surrender; provided that no such investment Person shall be entitled to receive any interest on such dividends or loss thereon shall affect the amounts payable to the Company's shareholders pursuant to this Article III. Parent and the Surviving Corporation shall replace any monies lost through an investment made pursuant to this Section 3.4. Any interest and other income resulting from such investments shall promptly be paid to the Surviving Corporation. All Parent Ordinary Shares and Parent ADSs to be issued and delivered to the holders of Company Common Stock in accordance with this Agreement shall, as of the Effective Time, have been registered under the Securities Act pursuant to a registration statement on Form F-4 declared effective by the SECdistributions.

Exchange Agent. Within three Business Days following (a) VCS shall authorize Chas▇ ▇▇▇▇▇▇ ▇▇▇reholder Services, Dallas, Texas, to serve as exchange agent hereunder (the "Exchange Agent"). Promptly after the Effective TimeDate, Parent VCS shall (i) allot to the Exchange Agent, as nominee for the benefit of the holders of Company Common Stock converted into the right to receive the Merger Consideration, the aggregate number of Parent Ordinary Shares deposit or shall cause to be issued pursuant to Section 3.2(d) and (ii) deposit deposited in trust with the Exchange Agent an amount certificates for the number of whole shares of VCS Common Stock to which the holders of PureSpeech Capital Stock (other than holders of Dissenting Shares) are entitled pursuant to this Article 2, together with cash sufficient to permit the Exchange Agent pay for fractional shares then known to make the necessary payments of cash in lieu of fractional Parent ADSs and Parent Ordinary Shares in accordance with Section 3.4(e) VCS (such cash amounts and Parent Ordinary Shares, together with any dividends or distributions with respect thereto certificates being hereinafter referred to as the "Exchange Fund"), to be held for the benefit of and distributed to the holders of Company Common Stock in accordance with this Section. The Exchange Agent shall agree shall, pursuant to hold such Parent Ordinary Shares irrevocable instructions received from VCS, deliver the number of shares of VCS Common Stock and funds pay the amounts of cash provided for delivery as contemplated by in this SectionArticle 2 out of the Exchange Fund. Additional amounts of cash, and upon such additional terms as may be agreed upon if any, needed from time to time by the Exchange Agent, the Surviving Corporation Agent to make payments for fractional shares shall be provided by VCS and Parent shall cause the Depositary to issue through and upon the instructions become part of the Exchange Agent, for the benefit of the holders of shares of the Company Common Stock converted into the ADS Consideration in accordance with Section 3.2(c), Parent ADRs representing the number of Parent ADSs issuable pursuant to Section 3.2(c). Neither the Company, its affiliates nor the holders of Company Common Stock shall be responsible for any stamp duty reserve tax payable in connection with the ADS ConsiderationFund. The Exchange Fund shall not be used for any other purpose, except as provided in this Agreement, or as otherwise agreed to by VCS and PureSpeech prior to the Effective Date. (b) As soon as practicable after the Effective Date, the Exchange Agent shall invest any cash included in the Exchange Fund as directed by the Surviving Corporation on a daily basis; provided that no such investment or loss thereon shall affect the amounts payable mail and otherwise make available to the Company's shareholders pursuant to this Article III. Parent and the Surviving Corporation shall replace any monies lost through an investment made pursuant to this Section 3.4. Any interest and each record holder (other income resulting from such investments shall promptly be paid to the Surviving Corporation. All Parent Ordinary Shares and Parent ADSs to be issued and delivered to the than holders of Company Common Stock in accordance with this Agreement shallDissenting Shares) who, as of the Effective TimeDate, have been registered under was a holder of an outstanding certificate or certificates which immediately prior to the Securities Act pursuant Effective Date represented shares of PureSpeech Capital Stock (the "Certificates"), a form of letter of transmittal and instructions for use in effecting the surrender of the Certificates for payment therefor and conversion thereof, which letter of transmittal shall comply with all applicable rules of the NMS. Delivery shall be effected, and risk of loss and title to a registration statement on Form F-4 declared effective by the SEC.Certificates shall pass, only upon proper delivery of the Certificates to the

Exchange Agent. Within three Business Days Immediately following the Effective TimeTime (but in any event on the Closing Date), Parent shall (i) allot deposit with an exchange agent selected by the Parent and reasonably acceptable to the Company (the “Exchange Agent”), as nominee for the benefit of the holders of Company Securities (other than the Company Warrants if they have not been amended), for exchange in accordance with this Agreement, an amount equal to (i) the Estimated Merger Consideration minus (ii) the Escrow Amount, minus (iii) the product of (A) the Per Share Merger Consideration (calculated based on the Estimated Merger Consideration) and (B) the total number of Dissenting Shares, and, if the Company Warrants have not been amended, minus (iv) an amount equal to the excess, if any, of the Per Share Merger Consideration (calculated based on the Estimated Merger Consideration) multiplied by the total number of shares of Company Common Stock converted into for which all Company Warrants were exercisable for immediately prior to the right to receive the Merger Consideration, Effective Time over the aggregate number sum of Parent Ordinary Shares the Company Warrant Exercise Price for all Company Warrants outstanding and unexercised immediately prior to be issued the Effective Time (the “Exchange Fund”) (it being understood that any adjustment to the Estimated Merger Consideration pursuant to Section 3.2(d) 3.02 shall be paid in accordance with such section). Immediately following the Effective Time (but in any event on the Closing Date), Parent shall deposit the Escrow Amount with the Escrow Agent, which shall be held and (ii) deposit disbursed by the Escrow Agent in accordance with the Escrow Agreement. Promptly after the Effective Time, the Exchange Agent shall mail to each record holder of an amount outstanding certificate, certificates or instruments as of cash sufficient the Effective Time (other than instruments representing Company Warrants, if they have not been amended) which immediately prior to permit the Exchange Agent to make Effective Time represented Company Securities (the necessary payments of cash in lieu of fractional Parent ADSs and Parent Ordinary Shares in accordance with Section 3.4(e) (such cash and Parent Ordinary Shares, together with any dividends or distributions with respect thereto being hereinafter referred to as the "Exchange Fund"“Certificates”), to be held a letter of transmittal and instructions for use in effecting the surrender of the Certificates for payment therefor (collectively, the “Letter of Transmittal”), which Letter of Transmittal shall include (i) representations of the holder for the benefit of and distributed the Surviving Corporation regarding title to the holders Company Securities, due authorization to sell or transfer the Company Securities pursuant to the terms of Company Common Stock in accordance with this Section. The Exchange Agent shall agree to hold such Parent Ordinary Shares and funds for delivery as contemplated by this SectionAgreement, and upon the absence of any conflicts or breaches by such additional terms holder in connection therewith, (ii) an agreement for the benefit of Parent that such holder shall pay to Parent, to the extent applicable, such stockholders’ pro rata portion of the amounts required to be paid pursuant to Section 3.02(d)(i) plus any cost of collection thereof, (iii) such information as the Stockholders Representative may reasonably request be included therein, including an agreement for the benefit of the Stockholders Representative that such holder agrees to Oak Hill’s designation as the Stockholders Representative and that Oak Hill shall have the full and exclusive authority to, in its capacity as the Stockholders Representative, execute any and all instruments or other documents on behalf of such holder, and do any and all other acts or things on behalf of such holder, which the Stockholders Representative may deem necessary or advisable, or which may be required pursuant to this Agreement or otherwise, in connection with the consummation of the Merger and the other transactions contemplated hereby, including (w) agreeing with Parent or Merger Sub with respect to any matter or thing required or deemed necessary by the Stockholders Representative in connection with the provisions of this Agreement calling for the agreement of the holder and giving and receiving notices on behalf of the holder, all in the absolute discretion of the Stockholders Representative, (x) in general, doing all things and performing all acts, including executing and delivering all agreements, certificates, receipts, consents, elections, instructions, and other instruments or documents contemplated by, or deemed by the Stockholders Representative to be necessary or advisable in connection with, this Agreement, (y) executing and delivering the Escrow Agreement, and (z) negotiating, settling, compromising and otherwise handling the post-closing adjustment of the Merger Consideration pursuant to Section 3.02, and (iv) such other documents as may reasonably be required in connection with such surrender, in customary form to be agreed upon by the Exchange Agent, the Surviving Corporation Company and Parent shall cause prior thereto, including a certificate of each holder of Company Stock conforming to the Depositary to issue through and upon the instructions requirements of Treasury Regulation Section 1.1445-2(b)(2) certifying that such holder is not a “foreign person” for purposes of Section 1445 of the Exchange AgentCode (a “FIRPTA Certificate”) or, for the benefit of the holders of shares of the Company Common Stock converted into the ADS Consideration in accordance with Section 3.2(c), Parent ADRs representing the number of Parent ADSs issuable pursuant to Section 3.2(c). Neither the Company, its affiliates nor the those holders of Company Common Stock shall be responsible who are “foreign persons” for any stamp duty reserve tax payable in connection with the ADS Consideration. The Exchange Agent shall invest any cash included in the Exchange Fund as directed by the Surviving Corporation on a daily basis; provided that no such investment or loss thereon shall affect the amounts payable to the Company's shareholders pursuant to this Article III. Parent and the Surviving Corporation shall replace any monies lost through an investment made pursuant to this purposes of Section 3.4. Any interest and other income resulting from such investments shall promptly be paid to the Surviving Corporation. All Parent Ordinary Shares and Parent ADSs to be issued and delivered to the holders of Company Common Stock in accordance with this Agreement shall, as 1445 of the Effective TimeCode, have been registered under the Securities Act pursuant a statement to a registration statement on Form F-4 declared effective by the SECthat effect.

Exchange Agent. Within three Business Days following (a) Prior to the Effective Time, the Parent shall designate a bank or trust company reasonably acceptable to the Company to act as agent for the holders of the Outstanding Shares (the "Exchange Agent") for the purpose of exchanging certificates formerly representing Outstanding Shares (the "Certificates") and documents formerly representing Vested Options (the "Option Agreements") for the Initial Per Share Amount, the Escrow Per Share Amount, and for such additional per share amounts as may become payable under Section 4.3, which such payments shall be made in accordance with the provisions of the applicable Payment Schedule, pursuant to an agreement (the "Exchange Agreement") among the Parent and the Exchange Agent reasonably satisfactory to the Parent and the Company. The fees and expenses of the Exchange Agent shall be paid from the Payment Fund. (b) If the Shareholders' Agent has not issued a Notice of Objection pursuant to Section 4.4(c), then within three (3) Business Days after the Cash Shortfall Amount and the resulting Initial Per Share Amount have been finally determined pursuant to the provisions of Section 4.4, the Surviving Corporation shall remit to the Exchange Agent the Initial Merger Consideration. If the Shareholders' Agent has issued a Notice of Objection pursuant to Section 4.4(c), then (i) allot within three (3) Business Days after a Notice of Objection is given to the Parent, the Surviving Corporation shall remit to the Exchange Agent that portion of the Initial Merger Consideration which is not subject to dispute pursuant to Section 4.4(c) and (ii) within three (3) Business Days after the Cash Shortfall Amount and the resulting Initial Per Share Amount have been finally determined pursuant to the provisions of Section 4.4, the Surviving Corporation shall remit to the Exchange Agent the remainder of the Initial Merger Consideration. The date that the Initial Merger Consideration (or portion thereof) is initially paid to the Exchange Agent in accordance with this Section 4.5(b) is referred to herein as the "Initial Payment Date." Within fifteen (15) Business Days after the receipt by the Surviving Corporation of the appropriate Payment Schedule following the achievement of the applicable Milestone (or after the IP Representation Expiry Date), the Surviving Corporation shall, subject to Article XV, remit to the Exchange Agent the First Contingent Merger Consideration, the Second Contingent Merger Consideration, the Third Contingent Merger Consideration or the portion of the Fourth Contingent Merger Consideration described in subsection 4.3(a)(iv), as applicable. All such amounts remitted to the Exchange Agent are collectively referred to as the "Payment Fund." The Payment Fund shall not be used for any purpose except as expressly set forth in this Agreement or the Exchange Agreement. (c) Prior to the Effective Time, the Company shall distribute to holders of Outstanding Shares (other than Company Shares to be cancelled pursuant to Section 4.1(c) and Dissenting Shares) or Vested Options a form of letter of transmittal, which such letter of transmittal, in a form reasonably satisfactory to the Parent, shall specify that delivery shall be effected, and risk of loss and title to the Certificates and Options Agreements shall pass only upon delivery to the Exchange Agent, and other appropriate materials and instructions for use in effecting the surrender of the Certificates and the Option Agreements for payment of the Initial Per Share Amount therefor and any Contingent Per Share Amounts that become payable thereon. In the event any such Certificate or Option Agreement shall have been lost or destroyed, the Exchange Agent, subject to such other conditions as nominee the Surviving Corporation may reasonably impose (including the posting of an indemnity bond or other surety in favor of the Surviving Corporation with respect to the Certificate or Option Agreement alleged to be lost or destroyed), shall be authorized to accept an affidavit from the record holder of such Certificate or Option Agreement in a form reasonably satisfactory to the Surviving Corporation. Upon the surrender of each Certificate or provision of such affidavit with such letter of transmittal after the Initial Payment Date, duly completed and validly executed in accordance with the instructions thereto and upon compliance by the holder of such Certificate with any customary requirements specified by the Exchange Agent, the Exchange Agent shall pay to the holders of such Certificate out of the Payment Fund the Initial Per Share Amount multiplied by the number of Outstanding Shares represented by such Certificate, less any amounts required to be withheld pursuant to applicable laws. Upon the surrender of each Option Agreement or provision of affidavit, as applicable, together with a letter of transmittal, duly completed and validly executed in accordance with the instructions thereto after the Initial Payment Date, and upon compliance by the holder of such Vested Options with any customary requirements specified by the Exchange Agent, the Exchange Agent shall pay to the holders of such Vested Options (i) the Initial Per Share Amount due to such holders, as adjusted pursuant to Schedule 4.1(b) and as adjusted pursuant to Section 4.2(b) of this Agreement for the benefit of applicable option exercise price multiplied by the holders shares of Company Common Stock converted into the right subject to receive the Merger Consideration, the aggregate number of Parent Ordinary Shares to be issued pursuant to Section 3.2(d) and such Vested Option less (ii) deposit any amounts required to be withheld pursuant to Applicable Laws, with the amount of such required withholding based on the written instructions provided to the Exchange Agent an amount of cash sufficient to permit by the Exchange Agent to make the necessary payments of cash in lieu of fractional Parent ADSs and Parent Ordinary Shares in accordance with Section 3.4(e) (such cash and Parent Ordinary Shares, together with any dividends or distributions with respect thereto being hereinafter referred to as the "Exchange Fund"), to be held for the benefit of and distributed to the holders of Company Common Stock in accordance with this SectionParent. The Exchange Agent shall agree promptly remit the aggregate amount of such withholding to hold the Surviving Corporation which shall pay such Parent Ordinary Shares and funds for delivery amount to the appropriate Tax authority in accordance with applicable laws. (d) As soon as contemplated practicable after any Contingent Payment has been made by this Section, and upon such additional terms as may be agreed upon by the Surviving Corporation to the Exchange Agent, the Surviving Corporation and Parent shall shall, subject to Article XV, cause the Depositary Exchange Agent to issue through remit the First Contingent Merger Consideration, the Second Contingent Merger Consideration, the Third Contingent Merger Consideration or the Fourth Contingent Merger Consideration, as applicable, to holders of Outstanding Shares and upon Vested Options in such fashion and in such proportions as are provided for by the instructions terms of this Agreement; provided, however, that no such distributions will be made with respect to Outstanding Shares or Vested Options until the holder of such shares or options shall have complied with the procedures set forth in Section 4.5(c) above so as to entitle the holder thereof to the Initial Per Share Amount payable thereon. (e) As soon as practicable after the Escrow Funds Payable have been remitted to the Exchange Agent, for the benefit of the holders of shares of the Company Common Stock converted into the ADS Consideration Agent in accordance with Section 3.2(c)the provisions of the Escrow Agreement, Parent ADRs representing the number of Parent ADSs issuable pursuant to Section 3.2(c). Neither the Company, its affiliates nor the holders of Company Common Stock shall be responsible for any stamp duty reserve tax payable in connection with the ADS Consideration. The Exchange Shareholder's Agent shall invest any cash included in the Exchange Fund as directed by remit to the Surviving Corporation on a daily basis; provided that no Payment Schedule showing how such investment or loss thereon shall affect funds are to be allocated among the amounts payable to the Company's shareholders pursuant to this Article III. Parent Company Shareholders and the Surviving Corporation shall replace cause the Exchange Agent to remit the Escrow Funds Payable to holders of Outstanding Shares and Vested Options in such fashion and in such proportions as are provided for by the terms of this Agreement and in accordance with the Payment Schedule; provided, however, that no such distributions will be made with respect to Outstanding Shares or Vested Options until the holder of such shares or options shall have complied with the procedures set forth in Section 4.5(c) above so as to entitle the holder thereof to the Initial Per Share Amount payable thereon. (f) If any monies lost through an investment made pursuant portion of the Merger Consideration is to this Section 3.4. Any interest be paid to a party other than the party in whose name a Certificate or Option Agreement is registered, it shall be a condition to such payment that such Certificate or Option Agreement shall be surrendered and shall be properly endorsed or shall be otherwise in proper form for transfer and cancellation and that the party requesting such payment shall have paid any transfer and other taxes required by reason of such payment or shall have established to the satisfaction of the Surviving Corporation and the Exchange Agent that such tax either has been paid or is not payable. (g) At the Effective Time, the stock transfer books of the Company shall be closed and there shall not be any further registration of transfers of shares of Company Shares thereafter on the records of the Company. (h) To the extent not immediately required for payment on surrendered Outstanding Shares or Vested Options, proceeds in the Payment Fund shall be invested by the Exchange Agent in high-quality, short-term investments as directed by the Parent and the Parent (or at Parent's option, the Surviving Corporation) shall be entitled to any and all income resulting from such investments investments. (i) The Merger Consideration payable upon and after surrender for exchange of Certificates and Option Agreements in accordance with the terms of this Article IV shall promptly be deemed to have been paid and issued in full satisfaction of all rights pertaining to the Company Shares and Vested Options theretofore represented by such Certificates and Option Agreements; subject, however, to the Surviving Corporation's obligation to pay any dividends or make any other distributions with a record date after the Effective Date and have not been paid on such surrendered Company Shares and Vested Options prior to surrender. After the Effective Time, no dividends, interest or other distributions shall be paid to the holder of any unsurrendered Outstanding Shares. (j) Promptly following the earlier of (i) January l, 2009 or (ii) the two month anniversary date of IP Representation Expiry Date, the Exchange Agent shall return to the Surviving CorporationCorporation all of the remaining Payment Fund, and the Exchange Agent's duties shall terminate. All Parent Ordinary Thereafter, each holder of an unsurrendered Certificate (other than certificates representing Company Shares and Parent ADSs to be issued cancelled pursuant to Section 4.1(b) and any Dissenting Shares) or an Option Agreement may surrender the same to the Surviving Corporation and upon such surrender (subject to applicable abandoned property, escheat or similar laws) shall receive the applicable portion of the Merger Consideration then payable with respect thereto pursuant to the terms of this Agreement (less any amounts required to be withheld pursuant to applicable laws). Notwithstanding any other provision in this Agreement to the contrary, neither the Exchange Agent nor any party hereto shall be liable to any former holder of Outstanding Shares or Company Options for any amount delivered to the holders of Company Common Stock in accordance with this Agreement shall, as of the Effective Time, have been registered under the Securities Act a public official pursuant to a registration statement on Form F-4 declared effective by the SECapplicable abandoned property, escheat or similar law.

Exchange Agent. Within three Business Days following On the Closing Date, PC3 and the Company shall enter into an exchange agent agreement with a bank or trust company (the “Exchange Agent”), it being agreed that CST is satisfactory to all parties, for the purpose of (i) exchanging PC3 Ordinary Shares on the transfer books of PC3 immediately prior to the Merger Effective Time for NewPubco Common Stock pursuant to Section 2.07(b) (after giving effect to any required Tax withholding as provided under Section 3.02) and on the terms and subject to the other conditions set forth in this Agreement, (ii) exchanging PC3 Warrants on the transfer books of PC3 immediately prior to the Merger Effective Time for NewPubco Warrants pursuant to Section 2.07(c) and on the terms and subject to the other conditions set forth in this Agreement, and (iii) exchanging each share of Company Common Stock issued and outstanding immediately prior to the Share Exchange for NewPubco Common Stock pursuant to Section 2.01 and on the terms and subject to the other conditions set forth in this Agreement. Notwithstanding the foregoing or anything to the contrary herein, in the event that CST is unable or unwilling to serve as the Exchange Agent or PC3, NewPubco and the Company determine otherwise, then PC3, NewPubco and the Company shall, as promptly as reasonably practicable thereafter, but in no event later than the Closing Date, mutually agree upon an exchange agent (in either case, such agreement not to be unreasonably withheld, conditioned or delayed), PC3 and the Company shall appoint and enter into an exchange agent agreement with such exchange agent, who shall for all purposes under this Agreement constitute the Exchange Agent. (i) On the Closing Date, and prior to the Merger Effective Time, Parent NewPubco shall (i) allot deposit, or cause to be deposited, with the Exchange AgentAgent (or otherwise delegate authority for the Exchange Agent to effect the issuance), as nominee for the benefit of the holders Company’s stockholders and for exchange in accordance with this Section 3.01 through the Exchange Agent, shares of Company NewPubco Common Stock converted into in book-entry form representing the right to receive the Merger Company Exchange Consideration, the aggregate number of Parent Ordinary Shares to be issued pursuant to Section 3.2(d) and (ii) deposit at the Merger Effective Time, NewPubco shall deposit, or cause to be deposited, with the Exchange Agent an amount of cash sufficient to permit (or otherwise delegate authority for the Exchange Agent to make effect the necessary payments of cash in lieu of fractional Parent ADSs and Parent Ordinary Shares in accordance with Section 3.4(e) (such cash and Parent Ordinary Shares, together with any dividends or distributions with respect thereto being hereinafter referred to as the "Exchange Fund"issuance), to be held for the benefit of and distributed to the holders of Company Common Stock in accordance with this Section. The Exchange Agent shall agree to hold such Parent Ordinary Shares and funds for delivery as contemplated by this Section, and upon such additional terms as may be agreed upon by the Exchange Agent, the Surviving Corporation and Parent shall cause the Depositary to issue through and upon the instructions of the Exchange Agent, for the benefit of the holders of shares of the Company Common Stock converted into the ADS Consideration PC3 Ordinary Shares and PC3 Warrants and for exchange in accordance with this Section 3.2(c)3.01 through the Exchange Agent, Parent ADRs (x) shares of NewPubco Common Stock in book-entry form representing the number of Parent ADSs shares of NewPubco Common Stock issuable pursuant to Section 3.2(c). Neither 2.07(b) in exchange for the Company, its affiliates nor the holders of Company Common Stock shall be responsible for any stamp duty reserve tax payable in connection with the ADS Consideration. The Exchange Agent shall invest any cash included in the Exchange Fund as directed by the Surviving Corporation on a daily basis; provided that no such investment or loss thereon shall affect the amounts payable PC3 Ordinary Shares outstanding immediately prior to the Company's shareholders Merger Effective Time and (y) NewPubco Warrants in book-entry form representing the NewPubco Warrants issuable pursuant to this Article III. Parent and Section 2.07 in exchange for the Surviving Corporation shall replace any monies lost through an investment made pursuant to this Section 3.4. Any interest and other income resulting from such investments shall promptly be paid PC3 Warrants outstanding immediately prior to the Surviving Corporation. All Parent Ordinary Shares and Parent ADSs to be issued and delivered to the holders of Company Common Stock in accordance with this Agreement shall, as of the Merger Effective Time, have been registered in each case after giving effect to any required Tax withholding as provided under Section 2.07(c). All NewPubco Common Stock and NewPubco Warrants deposited with the Securities Act pursuant Exchange Agent (or otherwise the subject to a registration statement on Form F-4 declared effective by the SECdelegate authority, as aforesaid) shall be collectively referred to in this Agreement as the “Exchange Fund”.

Exchange Agent. Within three Business Days following (a) Mizar shall authorize Securities Transfer Corp., or such other firm as is reasonably acceptable to LSI, to serve as exchange agent hereunder (the Effective Time"Exchange Agent"). Promptly after the Closing Date, Parent Mizar shall deposit or shall cause to be deposited in trust with the Exchange Agent (i) allot certificates representing the number of whole shares of Mizar Common Stock to which the holders of LSI Stock are entitled pursuant to the Exchange AgentAgreements and Section 2.1(a), as nominee for the benefit of the holders of Company Common Stock converted into the right to receive the Merger Consideration, the aggregate number of Parent Ordinary Shares to be issued pursuant to Section 3.2(d) and (ii) deposit with the Exchange Agent an amount of cash sufficient to permit the Exchange Agent pay for fractional shares then known to make the necessary payments of cash in lieu of fractional Parent ADSs and Parent Ordinary Shares in accordance with Section 3.4(e) Mizar, if applicable (such cash amounts and Parent Ordinary Shares, together with any dividends or distributions with respect thereto certificates being hereinafter referred to as the "Exchange Fund"), to be held for the benefit of and distributed to the holders of Company Common Stock in accordance with this Section. The Exchange Agent shall, pursuant to irrevocable instructions received from Mizar, deliver the number of shares of Mizar Common Stock and pay the amounts of cash required under this Article 2 with respect to each Converted Share out of the Exchange Fund. Any cash needed from time to time by the Exchange Agent to make payments for fractional shares shall agree be provided by Mizar and shall become part of the Exchange Fund. The Exchange Fund shall not be used for any other purpose, except as provided in this Agreement, or as otherwise agreed to hold such Parent Ordinary Shares by Mizar and funds LSI prior to the Closing Date. (b) As soon as practicable after the Closing Date, the Exchange Agent shall mail and otherwise make available to each LSI Shareholder who, as of the Closing Date, was a record holder of an outstanding certificate or certificates, which immediately prior to the Closing Date represented shares of LSI Stock (the "Certificates"), a stock transfer form or other appropriate documents of transfer and instructions for delivery as contemplated by this Sectiontheir use in effecting the surrender of the Certificates for payment therefor and exchange thereof, which transfer documents shall comply with all applicable rules of the NMS. (c) Delivery of Certificates shall be effected, and risk of loss and title to the Certificates shall pass, only upon such additional terms as may be agreed upon by proper delivery of the Certificates to the Exchange Agent, and the Surviving Corporation and Parent form of transfer documents shall cause the Depositary so reflect. Upon surrender to issue through and upon the instructions of the Exchange AgentAgent of a Certificate, for together with such transfer documents duly executed, the benefit holder of such Certificate shall be entitled to receive in exchange therefor one or more certificates as requested by the holders holder (properly issued, executed and countersigned, as appropriate) representing that number of whole shares of the Company Mizar Common Stock converted into the ADS Consideration in accordance with Section 3.2(c), Parent ADRs representing the number to which such holder of Parent ADSs issuable LSI Stock shall have become entitled pursuant to Section 3.2(c). Neither the Companyprovisions of this Article 2, its affiliates nor and the holders of Company Common Stock Certificate so surrendered shall forthwith be responsible for canceled. (d) Mizar shall pay any stamp duty reserve tax payable in connection with transfer taxes or other transfer taxes under the ADS Consideration. The Exchange Agent shall invest any cash included laws of the United Kingdom and the United States required by reason of the transfer to Mizar of LSI Stock or the issuance of a certificate representing shares of Mizar Common Stock if such certificate is issued in the Exchange Fund as directed by name of the Surviving Corporation on a daily basis; provided that no such investment or loss thereon shall affect person in whose name the amounts payable Certificate surrendered in exchange therefor is registered. If any portion of the consideration to the Company's shareholders be received pursuant to this Article III. Parent and the Surviving Corporation shall replace any monies lost through an investment made pursuant to this Section 3.4. Any interest and other income resulting from such investments shall promptly be paid to the Surviving Corporation. All Parent Ordinary Shares and Parent ADSs 2 upon exchange of a Certificate is to be issued or paid to a person other than the person in whose name the Certificate surrendered in exchange therefor is registered, it shall be a condition of such issuance and delivered payment that the Certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer and that the person requesting such exchange shall pay in advance any stamp duty transfer or other taxes required by reason of the issuance of a certificate representing shares of Mizar Common Stock to such other person, or establish to the holders satisfaction of Company Common Stock the Exchange Agent that such tax has been paid or that no such tax is applicable. From the Closing Date until surrender in accordance with the provisions of this Agreement shallSection 2.5, as of each Certificate shall represent for all purposes only the Effective Time, have been registered under right to receive the Securities Act pursuant to a registration statement on Form F-4 declared effective by the SECconsideration provided in Sections 2.1 and 2.

Exchange Agent. Within three Business Days Immediately following the Effective TimeTime (but in any event on the Closing Date), Parent the Surviving Corporation shall deposit with an exchange agent selected by the Company and reasonably acceptable to Purchaser (i) allot to the Exchange Agent"EXCHANGE AGENT"), as nominee for the benefit of the holders of Company Common Stock converted into the right to receive the Merger ConsiderationSecurities, the aggregate number of Parent Ordinary Shares to be issued pursuant to Section 3.2(d) and (ii) deposit with the Exchange Agent an amount of cash sufficient to permit the Exchange Agent to make the necessary payments of cash in lieu of fractional Parent ADSs and Parent Ordinary Shares in accordance with Section 3.4(e) (such cash and Parent Ordinary Shares, together with any dividends or distributions with respect thereto being hereinafter referred to as the "Exchange Fund"), to be held for the benefit of and distributed to the holders of Company Common Stock exchange in accordance with this SectionAgreement, an amount equal to (i) the Estimated Merger Consideration MINUS (ii) the Total Escrow Amount MINUS (iii) the product of (A) the Per Share Merger Consideration (calculated based on the Estimated Merger Consideration) and (B) the total number of Dissenting Shares (the "EXCHANGE FUND") (it being understood that any adjustment to the Estimated Merger Consideration pursuant to Section 3.02 shall be paid in accordance with such section). The Exchange Agent shall agree to hold such Parent Ordinary Shares and funds for delivery as contemplated by this Section, and upon such additional terms as may be agreed upon by Immediately following the Exchange AgentEffective Time (but in any event on the Closing Date), the Surviving Corporation shall deposit with the Escrow Agent the Total Escrow Amount, which shall be held and Parent disbursed by the Escrow Agent in accordance with the Escrow Agreement. Promptly after the Effective Time, the Exchange Agent shall cause the Depositary mail to issue through and upon the instructions each record holder of an outstanding certificate, certificates or instruments as of the Exchange AgentEffective Time which immediately prior to the Effective Time represented Company Securities (the "CERTIFICATES"), a letter of transmittal and instructions for use in effecting the surrender of the Certificates for payment therefor, which letter of transmittal shall include (i) representations of the holder for the benefit of the holders Surviving Corporation regarding title to the Company Securities (including a representation that the Company Securities are owned by such holder free and clear of shares Liens), due authorization to sell or transfer the Company Securities pursuant to the terms of this Agreement, and the absence of any conflicts or breaches by such holder in connection therewith, (ii) an agreement for the benefit of the Company Common Stock converted into Surviving Corporation that such holder shall pay to the ADS Consideration in accordance with Section 3.2(c), Parent ADRs representing Surviving Corporation such stockholders' pro rata portion of the number of Parent ADSs issuable amounts required to be paid pursuant to Section 3.2(c). Neither 3.02(c) and Section 3.05 plus any cost of collection thereof, (iii) an agreement for the Company, its affiliates nor benefit of the holders of Company Common Stock shall be responsible for any stamp duty reserve tax payable in connection with the ADS Consideration. The Exchange Agent shall invest any cash included in the Exchange Fund as directed by the Surviving Corporation on a daily basis; provided Stockholders' Representative that no such investment or loss thereon shall affect the amounts payable holder agrees to the Companyterms of Section 10.03 and Clipper's shareholders pursuant to this Article III. Parent designation as the Stockholders' Representative, and the Surviving Corporation shall replace any monies lost through an investment made pursuant to this Section 3.4. Any interest and (iv) such other income resulting from such investments shall promptly be paid to the Surviving Corporation. All Parent Ordinary Shares and Parent ADSs to be issued and delivered to the holders of Company Common Stock in accordance with this Agreement shall, documents as of the Effective Time, have been registered under the Securities Act pursuant to a registration statement on Form F-4 declared effective by the SEC.may

Exchange Agent. Within three Business Days following Prior to the Company Merger Effective Time, Parent shall (i) allot Holdco shall deposit, or shall procure the deposit prior to the Company Merger Effective Time, with a U.S.-based nationally recognized financial institution designated by Gold and reasonably acceptable to the Company (the "Exchange Agent, as nominee ") for the benefit of the holders of Company Common Stock converted into Shares, for exchange in accordance with this Article II, through the right to receive the Merger ConsiderationExchange Agent, the aggregate full number of Parent Ordinary Holdco Shares to be issued issuable pursuant to Section 3.2(d) 2.02, and (ii) Gold, Holdco, Sub or the Holdco Merger Surviving Company shall deposit with the Exchange Agent an amount for the benefit of the holders of Company Shares all of the cash sufficient necessary to permit pay the cash portion of the Company Merger Consideration, and the Holdco Merger Surviving Company shall, after the Company Merger Effective Time on the appropriate payment date, if applicable, provide or cause to be provided to the Exchange Agent to make the necessary payments of cash in lieu of fractional Parent ADSs and Parent Ordinary Shares in accordance with Section 3.4(e) (such cash and Parent Ordinary Shares, together with any dividends or other distributions with respect thereto (such Holdco Shares and cash provided to the Exchange Agent being hereinafter referred to as the "Exchange Fund"). Gold, Holdco, Sub or the Holdco Merger Surviving Company shall make available to the Exchange Agent, for addition to the Exchange Fund, from time to time as needed, cash sufficient to pay cash in lieu of fractional entitlements in accordance with Section 2.02(a). In the event the Exchange Fund shall be insufficient to make the payments contemplated by Section 2.02, Gold, Holdco, Sub or the Holdco Merger Surviving Company shall promptly deposit, or cause to be deposited, additional funds with the Exchange Agent in an amount sufficient to make such payments. Funds made available to the Exchange Agent shall be held for in cash in a non-interest bearing bank account by the benefit Exchange Agent at a commercial bank with capital exceeding $1 billion, or, if directed in writing by Gold, invested in (i) short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the United States of America with maturities of no more than thirty (30) days or (ii) short-term commercial paper rated the highest quality by either ▇▇▇▇▇'▇ Investors Service, Inc. or Standard and distributed Poor's Ratings Services, in the case of the foregoing (i) and (ii), pending payment thereof by the Exchange Agent to the holders of Company Common Stock Shares pursuant to this Article II; provided that no investment of such deposited funds directed by Gold, Holdco, Sub or the Holdco Merger Surviving Company in accordance with this Section. The writing shall relieve Gold, Holdco, Sub the Holdco Merger Surviving Company or the Exchange Agent shall agree to hold such Parent Ordinary Shares and funds for delivery as contemplated from promptly making the payments required by this SectionArticle II, and upon following any losses from any such investment, Gold, Holdco, Sub or the Holdco Merger Surviving Company shall promptly provide additional terms as may be agreed upon by the Exchange Agent, the Surviving Corporation and Parent shall cause the Depositary funds to issue through and upon the instructions of the Exchange Agent, for the benefit of the holders of shares Company Shares, in the amount of such losses, which additional funds will be held and disbursed in the same manner as funds initially deposited with the Exchange Agent. Gold, Holdco, Sub or the Holdco Merger Surviving Company shall direct the Exchange Agent to hold the Exchange Fund for the benefit of the former holders of Company Common Stock converted into Shares and to make payments from the ADS Consideration Exchange Fund in accordance with Section 3.2(c), Parent ADRs representing the number of Parent ADSs issuable 2.02. The Exchange Fund shall not be used for any purpose other than to fund payments pursuant to Section 3.2(c). Neither the Company2.02, its affiliates nor the holders of Company Common Stock shall be responsible except as expressly provided for any stamp duty reserve tax payable in connection with the ADS Consideration. The Exchange Agent shall invest any cash included in the Exchange Fund as directed by the Surviving Corporation on a daily basis; provided that no such investment or loss thereon shall affect the amounts payable to the Company's shareholders pursuant to this Article III. Parent and the Surviving Corporation shall replace any monies lost through an investment made pursuant to this Section 3.4. Any interest and other income resulting from such investments shall promptly be paid to the Surviving Corporation. All Parent Ordinary Shares and Parent ADSs to be issued and delivered to the holders of Company Common Stock in accordance with this Agreement shall, as of the Effective Time, have been registered under the Securities Act pursuant to a registration statement on Form F-4 declared effective by the SECAgreement.

Exchange Agent. Within three Business Days following Prior to the Effective TimeClosing Date, Parent the Company and FDESI shall enter into an agreement (the "Payment Agreement") with the Exchange Agent. Immediately prior to the filing of the Charter Amendments, Holdings shall deposit or cause FDESI to be deposited with the Exchange Agent (the "FDESI Deposit") in trust for the benefit of stockholders of the Company, cash in the amount of $33,350,000, and the Company shall deposit or cause to be deposited with the Exchange Agent (the "Company Deposit") in trust for the benefit of the stockholders of the Company cash in an aggregate amount equal to the amount determined by subtracting the FDESI Deposit from the product obtained by multiplying (i) allot the number of shares of Old Common Stock outstanding immediately prior to the Closing Date (the "Outstanding Old Common Stock") by (ii) the Recapitalization Payment. The deposits made by FDESI and the Company pursuant to the preceding sentence is hereinafter referred to as the "Payment Fund." The Payment Agreement shall provide, among other things, that (a) the Exchange Agent, Agent shall maintain the Payment Fund as nominee a separate fund to be held for the benefit of the holders of Company the Old Common Stock converted into of the right to receive the Merger ConsiderationCompany, the aggregate number of Parent Ordinary Shares to which shall be issued pursuant to Section 3.2(d) and (ii) deposit with the Exchange Agent an amount of cash sufficient to permit promptly applied by the Exchange Agent to make making the necessary payments provided for in Section 1.5, (b) any portion of cash in lieu of fractional Parent ADSs and Parent Ordinary Shares in accordance with Section 3.4(e) (such cash and Parent Ordinary Shares, together with any dividends or distributions with respect thereto being hereinafter referred the Payment Fund that has not been paid to as the "Exchange Fund"), to be held for the benefit of and distributed to the holders of Company the Old Common Stock in accordance with this Section. The Exchange Agent shall agree to hold such Parent Ordinary Shares and funds for delivery as contemplated by this Section, and upon such additional terms as may be agreed upon by the Exchange Agent, the Surviving Corporation and Parent shall cause the Depositary to issue through and upon the instructions of the Exchange Agent, for the benefit of the holders of shares of the Company Common Stock converted into the ADS Consideration in accordance with Section 3.2(c), Parent ADRs representing the number of Parent ADSs issuable pursuant to Section 3.2(c). Neither 1.5 prior to that date which is six months from the Company, its affiliates nor the holders of Company Common Stock Closing Date shall be responsible for any stamp duty reserve tax payable in connection with the ADS Consideration. The Exchange Agent shall invest any cash included in the Exchange Fund as directed by the Surviving Corporation on a daily basis; provided that no such investment or loss thereon shall affect the amounts payable to the Company's shareholders pursuant to this Article III. Parent and the Surviving Corporation shall replace any monies lost through an investment made pursuant to this Section 3.4. Any interest and other income resulting from such investments shall promptly be paid to the Surviving Corporation. All Parent Ordinary Shares Company, and Parent ADSs to be issued and delivered any holders of Old Common Stock who shall not have theretofore complied with Section 1.5 shall thereafter look only to the holders Company for payment of the amount of cash and securities to which they are entitled under this Agreement, (c) the Payment Fund shall not be used for any purpose that is not provided for herein, (d) the Exchange Agent may invest, if so directed by the Company, the cash portion of the Payment Fund in obligations of the United States government or any agency or instrumentality thereof, or in obligations that are guaranteed or insured by the United States government or any agency or instrumentality thereof, (e) any net profit resulting from, or interest or income produced by, such investments shall be payable to the Company on demand, (f) the Exchange Agent shall make payment of the Recapitalization Consideration, to any holder who validly delivers at least 100,000 shares of Old Common Stock in accordance with this Agreement shallthe Recapitalization on or after the Closing Date, as by wire transfer of the Effective TimeRecapitalization Payment to such holder within one business day of the later of the Closing Date or the date of such delivery, and by transmittal of the Recapitalization Shares by overnight courier, insured, on the next business day after the later of the Closing Date or the date of such delivery and (g) all expenses of the Exchange Agent shall be paid directly by the Company. Promptly following the date which is six months from the Closing Date, the Exchange Agent shall return to the Company all cash, securities and any other instruments in its possession relating to the transactions described in this Agreement, and the Exchange Agent's duties shall terminate. Thereafter, each holder of a certificate formerly representing Old Common Stock may surrender such certificate to the Company and (subject to applicable abandoned property, escheat and similar laws) receive in exchange therefor the consideration payable in respect thereto pursuant to Section 1.3(a) hereof, without interest, but shall have been registered no greater rights against the Company than may be accorded to general creditors of the Company under the Securities Act pursuant to a registration statement on Form F-4 declared effective by the SECDelaware Law.

Exchange Agent. Within three Business Days following At or prior to the Effective Time, Parent shall deposit or cause to be deposited with a bank or trust company designated by the Company and reasonably acceptable to Parent (i) allot to the “Exchange Agent”), as nominee for the benefit of the holders of shares of Company Common Stock converted into as of immediately prior to the right to receive Effective Time, for exchange in accordance with this Article II, through the Merger ConsiderationExchange Agent, sufficient funds for the payment of the aggregate number of Parent Ordinary Shares to be issued Merger Consideration pursuant to Section 3.2(d2.01(c) (the “Exchange Fund”). For the avoidance of doubt, Parent shall not be required to deposit, or cause to be deposited, any funds related to any CVR with the Rights Agent unless and (ii) until such deposit is required pursuant to the terms of the CVR Agreement. In the event the Exchange Fund shall be insufficient to make the payment of the aggregate Merger Consideration pursuant to Section 2.01(c), Parent shall promptly deposit, or cause to be deposited, additional funds with the Exchange Agent in an amount of cash sufficient to permit make such payments. Funds made available to the Exchange Agent to make the necessary payments of cash in lieu of fractional Parent ADSs and Parent Ordinary Shares in accordance with Section 3.4(e) (such cash and Parent Ordinary Shares, together with any dividends or distributions with respect thereto being hereinafter referred to as the "Exchange Fund"), to shall be held for the benefit of and distributed to the holders of Company Common Stock in accordance with this Section. The Exchange Agent shall agree to hold such Parent Ordinary Shares and funds for delivery as contemplated by this Section, and upon such additional terms as may be agreed upon invested by the Exchange Agent, as directed by the Surviving Corporation, in direct short-term obligations of, or direct short-term obligations fully guaranteed as to principal and interest by, the United States of America with maturities of no more than thirty (30) days, pending payment thereof by the Exchange Agent to the holders of shares of Company Common Stock pursuant to Section 2.01(c); provided, however, that no investment of such deposited funds shall relieve Parent, the Surviving Corporation or the Exchange Agent from promptly making the payment of the aggregate Merger Consideration as required by Section 2.01(c), and following any losses from any such investment, Parent shall cause the Depositary promptly provide additional funds to issue through and upon the instructions of the Exchange Agent, for the benefit of the holders of shares of the Company Common Stock converted into as of immediately prior to the ADS Effective Time, in the amount of such losses, which additional funds will be held and disbursed in the same manner as funds initially deposited with the Exchange Agent for payment of the aggregate Merger Consideration in accordance with Section 3.2(c), to such holders of Company Common Stock. Parent ADRs representing shall direct the number Exchange Agent to hold the Exchange Fund for the benefit of Parent ADSs issuable pursuant to Section 3.2(c). Neither the Company, its affiliates nor the such holders of Company Common Stock shall be responsible for any stamp duty reserve tax payable in connection with the ADS Consideration. The Exchange Agent shall invest any cash included in and to make payments from the Exchange Fund as directed by the Surviving Corporation on a daily basis; provided that no such investment or loss thereon shall affect the amounts payable to the Company's shareholders pursuant to this Article III. Parent and the Surviving Corporation shall replace any monies lost through an investment made pursuant to this Section 3.4. Any interest and other income resulting from such investments shall promptly be paid to the Surviving Corporation. All Parent Ordinary Shares and Parent ADSs to be issued and delivered to the holders of Company Common Stock in accordance with this Agreement shall, as Section 2.02. The Exchange Fund shall not be used for any purpose other than to fund payment of the Effective Time, have been registered under the Securities Act aggregate Merger Consideration pursuant to a registration statement on Form F-4 declared effective by the SECSection 2.01(c).