Common use of Exchange Agent Clause in Contracts

Exchange Agent. 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 (the “Exchange Agent”), for the benefit of the holders of shares of Company Common Stock as of immediately prior to the Effective Time, for exchange in accordance with this Article II, through the Exchange Agent, sufficient funds for the payment of the aggregate Merger Consideration pursuant to Section 2.01(c) (the “Exchange Fund”). 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 sufficient to make such payments. Funds made available to the Exchange Agent shall be 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 promptly provide additional funds to the Exchange Agent, for the benefit of the holders of Company Common Stock as of immediately prior to the 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 to such holders of Company Common Stock. Parent shall direct the Exchange Agent to hold the Exchange Fund for the benefit of such holders of Company Common Stock and to make payments from the Exchange Fund in accordance with this Section 2.02. The Exchange Fund shall not be used for any purpose other than to fund payment of the aggregate Merger Consideration pursuant to Section 2.01(c).

Exchange Agent. At or prior Prior to the Effective Time, Parent shall deposit or cause to be deposited with a bank or trust company designated by the Company and Parent shall enter into an agreement in form and substance reasonably acceptable to the Company and Parent with an exchange agent selected by Parent with the Company’s prior approval, which approval shall not be unreasonably conditioned, withheld or delayed, (the “Exchange Agent”), ) for the benefit purpose of delivering or causing to be delivered to each holder of Company Shares (other than Cancelled Shares or Dissenting Shares) the aggregate Per Share Merger Consideration to which the shareholders of the holders Company shall become entitled in respect of shares of their Company Common Stock as of immediately prior Shares pursuant to the Effective Time, for exchange in accordance with this Article II, through the Exchange Agent, sufficient funds for the payment of the aggregate Merger Consideration pursuant to Section 2.01(c) (the “Exchange Fund”). 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, with the Exchange Agent, (i) at or prior to the Effective Time, a cash amount in immediately available funds sufficient in the aggregate to provide all funds necessary for the Exchange Agent to make payments of the Per Share Merger Consideration under Section 2.1, and (ii) from time to time, to the extent and when needed, additional funds cash sufficient to pay any dividends or other distributions pursuant to Section 6.15 (such cash deposited with the Exchange Agent being hereinafter referred to as the “Exchange Fund”) in an amount sufficient to make such payments. Funds made available to the Exchange Agent shall be 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 promptly provide additional funds to the Exchange Agent, trust for the benefit of the holders of the Company Common Stock Shares. The Exchange Agent shall invest any cash in the Exchange Fund as directed by Parent; provided that such investments shall be in short-term (i.e., maturities of immediately prior to thirty (30) days or less) obligations of or guaranteed by the Effective TimeUnited States of America and backed by the full faith and credit of the United States of America, in commercial paper obligations rated A-1 or P-1 or better by Xxxxx’x Investors Services, Inc. or Standard & Poor’s Ratings Group, a division of McGraw Hill, Inc., respectively. To the amount of extent that there are losses with respect to such lossesinvestments, which additional funds will be held and disbursed or any cash in the same manner Exchange Fund diminishes for other reasons below the level required to make prompt cash payment of the aggregate Per Share Merger Consideration as contemplated by Section 2.1(a), Parent shall promptly replace or restore the cash in the Exchange Fund lost through such investments or other events so as to ensure that the cash in the Exchange Fund is at all times maintained at a level sufficient to make such cash payments. Any interest and other income resulting from such investment shall become a part of the Exchange Fund, and any amounts in excess of the amounts payable under Section 2.1(a) shall be promptly returned to Parent or the Surviving Corporation, as requested by Parent. The funds initially deposited with the Exchange Agent for payment of the aggregate Merger Consideration pursuant to such holders of Company Common Stock. Parent shall direct the Exchange Agent to hold the Exchange Fund for the benefit of such holders of Company Common Stock and to make payments from the Exchange Fund in accordance with this Section 2.02. The Exchange Fund 2.4(a) shall not be used for any purpose other than to fund payment of the aggregate Merger Consideration pursuant to as contemplated by this Section 2.01(c2.4(a).

Exchange Agent. At or prior to Within five business days following the Effective Time, Time (i) Parent shall issue and deposit or cause to be deposited with a bank or trust company designated by the Company and reasonably acceptable to Parent (the “Exchange Agent”)Depositary, for the benefit of the holders of shares of Company Common Stock as of immediately prior to converted into the Effective Time, for exchange ADS Consideration in accordance with this Article II, through the Exchange Agent, sufficient funds for the payment of the aggregate Merger Consideration pursuant to Section 2.01(c) (the “Exchange Fund”). In the event the Exchange Fund shall be insufficient to make the payment of the aggregate Merger Consideration pursuant to Section 2.01(c2.5(c), Parent shall promptly deposit, or cause to be deposited, additional funds with the Exchange Agent Ordinary Shares in an amount sufficient to permit the Depositary to issue Parent ADRs representing the number of Parent ADSs issuable pursuant to Section 2.5(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 such payments. Funds made 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"), (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 equal to the aggregate amount payable in lieu of fractional Parent ADSs and Parent Ordinary Shares in accordance with Section 2.7(e) (such cash, certificates representing Parent Ordinary Shares and Parent ADRs 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 invested agreed upon 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 Company 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 promptly provide additional funds 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 as converted into the ADS Consideration in accordance with Section 2.5(c), Parent ADRs representing the number of immediately prior Parent ADSs issuable pursuant to Section 2.5(c). Neither the Effective TimeCompany, in its affiliates nor 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 to such holders of Company Common Stock. Parent shall direct the Exchange Agent to hold the Exchange Fund for the benefit of such holders of Company Common Stock and to make payments from 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 in accordance with as directed by the Surviving Corporation on a daily basis. Parent and the Surviving Corporation shall replace any monies lost through an investment made pursuant to this Section 2.022.7. The Any interest and other income resulting from such investments shall promptly be paid to the Surviving Corporation. All Parent Ordinary Shares and Parent ADSs deposited in the Exchange Fund shall not be used for any purpose other than to fund payment shall, as of the aggregate Merger Consideration Effective Time, have been registered under the Securities Act pursuant to Section 2.01(c)a registration statement on Form F-4 declared effective by the SEC.

Exchange Agent. At or prior to Within three Business Days following the Effective Time, Parent shall deposit or cause (i) allot to be deposited with a bank or trust company designated by the Company and reasonably acceptable to Parent (the “Exchange Agent”), as nominee for the benefit of the holders of shares 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 as of immediately prior to the Effective Time, for exchange in accordance with this Article II, through the Exchange Agent, sufficient funds for the payment of the aggregate Merger Consideration pursuant to Section 2.01(c) (the “Exchange Fund”)Section. 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 sufficient to make such payments. Funds made available to the 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 invested agreed upon 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 promptly provide additional funds 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 as converted into the ADS Consideration in accordance with Section 3.2(c), Parent ADRs representing the number of immediately prior Parent ADSs issuable pursuant to Section 3.2(c). Neither the Effective TimeCompany, in its affiliates nor 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 to such holders of Company Common Stock. Parent shall direct the Exchange Agent to hold the Exchange Fund for the benefit of such holders of Company Common Stock and to make payments from 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 Section 2.02. The Exchange Fund shall not be used for any purpose other than to fund payment Agreement shall, as of the aggregate Merger Consideration Effective Time, have been registered under the Securities Act pursuant to Section 2.01(c)a registration statement on Form F-4 declared effective by the SEC.

Exchange Agent. At or prior Prior to the Effective Time, Parent Validus shall deposit or cause to be deposited with a bank or trust company designated by the Company designate an exchange and paying agent reasonably acceptable to Parent IPC (the “Exchange Agent”), ) for the benefit purpose of the holders of shares of Company exchanging IPC Common Stock as of Shares outstanding immediately prior to the Effective Time. Prior to or at the Effective Time, for exchange in accordance with this Article II, through the Exchange Agent, sufficient funds for the payment of the aggregate Merger Consideration pursuant to Section 2.01(c) (the “Exchange Fund”). In the event the Exchange Fund Validus shall be insufficient to make the payment of the aggregate Merger Consideration pursuant to Section 2.01(c), Parent shall promptly deposit, or shall cause to be deposited, additional funds deposited with the Exchange Agent 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 in immediately available funds necessary for the Exchange Agent to make payments of the aggregate Per Share Cash Consideration under Section 2.1(a)(ii) (the “Cash Portion”), (iii) cash in an amount sufficient to make such paymentspay any cash payable in lieu of fractional shares pursuant to Section 2.2(e) and (iv) any dividends or distributions to which the shareholders of IPC may be entitled pursuant to Section 2.2(c). Funds made available Such Consideration and cash so deposited are hereinafter referred to as the “Exchange Fund.” No interest shall be paid or accrued for the benefit of holders of the IPC Certificates or IPC Common Shares in the IPC Share Register on cash amounts payable pursuant to this Section 2.2. The Exchange Agent shall be invested by invest the Exchange Agent, Cash Portion as directed by the Surviving CorporationValidus, provided that such investments shall be in direct short-term obligations of, of or direct short-term obligations fully guaranteed as to principal and interest by, by the United States of America America, in commercial paper obligations rated A1 or P1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s, respectively, in certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with maturities capital exceeding $1 billion, or in money market funds having a rating in the highest investment category granted by a recognized credit rating agency at the time of no more than thirty (30investment. Any interest and other income resulting from such investments shall be paid over promptly to Validus and any amounts in excess of the amounts payable under Section 2.1(a)(ii) daysshall be promptly returned to Validus. To the extent that there are any losses with respect to any such investments, pending payment thereof by or the Cash Portion diminishes for any reason below the level required for 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 make prompt cash payment of the aggregate Merger Per Share Cash Consideration as required by under Section 2.01(c2.1(a)(ii), and following any losses from any such investment, Parent Validus shall promptly provide additional funds to replace or restore the Exchange Agent, for the benefit of the holders of Company Common Stock as of immediately prior to the Effective Time, cash in the amount of such losses, which additional funds will be held and disbursed in Cash Portion so as to ensure that the same manner as funds initially deposited with the Exchange Agent Cash Portion is at all times maintained at a level sufficient for payment of the aggregate Merger Consideration to such holders of Company Common Stock. Parent shall direct the Exchange Agent to hold the Exchange Fund for the benefit of such holders of Company Common Stock and to make payments from the Exchange Fund in accordance with this Section 2.02. The Exchange Fund shall not be used for any purpose other than to fund payment of pay the aggregate Merger Per Share Cash Consideration pursuant to under Section 2.01(c2.1(a)(ii).

Exchange Agent. At or prior Prior to the Effective Time, Parent shall deposit designate American Stock Transfer & Trust Company, LLC, or cause to be deposited with a such other bank or trust company designated selected by Parent with the Company and reasonably acceptable to Parent Company’s prior approval (which approval shall not be unreasonably withheld, conditioned or delayed) (the “Exchange Agent”), ) to act as agent for Parent for the benefit of the holders of purpose of, among other things, exchanging shares of Company Common Stock as of immediately prior for the Merger Consideration and shall enter into an agreement reasonably acceptable to the Effective Time, for exchange in accordance Company with this Article II, through the Exchange Agent relating to the services to be performed by the Exchange Agent, sufficient funds for the payment of the aggregate Merger Consideration pursuant to Section 2.01(c) (the “Exchange Fund”). 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 such aggregate Merger Consideration with the Exchange Agent in an amount sufficient at or prior to make the Effective Time. The Cash Consideration portion of such payments. Funds made available to aggregate Merger Consideration deposited with the Exchange Agent shall shall, pending its disbursement to such holders, be invested by the Exchange Agent, as directed by the Surviving Corporation, Agent in direct (i) short-term direct obligations of, or direct short-term obligations fully guaranteed as to principal and interest by, of the United States of America with maturities or (ii) short-term obligations for which the full faith and credit of no more than thirty (30) days, pending the United States of America is pledged to provide for the payment thereof of principal and interest. Any interest and other income from such investments shall become part of the funds held by the Exchange Agent to for purposes of paying the holders Cash Consideration portion of shares of Company Common Stock pursuant the aggregate Merger Consideration, subject to Section 2.01(c2.2(g); provided, however, that no . No investment by the Exchange Agent of such deposited funds the Cash Consideration portion of the aggregate Merger Consideration shall relieve Parent, the Surviving Corporation or the Exchange Agent from promptly making the payment payments required by this Article II and Parent shall promptly replace any funds deposited with the Exchange Agent lost through any investment made pursuant to this Section 2.2(a). No investment by the Exchange Agent of the Cash Consideration portion of the aggregate Merger Consideration as required by Section 2.01(c), and following any losses from any such investmentshall have maturities that could prevent or delay payments to be made pursuant to this Agreement. Following the Effective Time, Parent shall promptly provide additional funds will make available to the Exchange Agent, for the benefit from time to time as needed, additional cash or additional shares of the holders of Company Parent Common Stock as of immediately prior to pay (A) the 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 to such holders as contemplated by this Article II, (B) cash in lieu of Company Common Stock. any fractional shares of Parent shall direct the Exchange Agent to hold the Exchange Fund for the benefit of such holders of Company Common Stock and to make payments from the Exchange Fund in accordance with this Section 2.02. The Exchange Fund shall not be used for any purpose other than to fund payment of the aggregate Merger Consideration pursuant to Section 2.01(c)2.2(e) and (C) any dividends or other distributions pursuant to Section 2.2(c) without interest.

Exchange Agent. At or prior to the Effective Time, Parent shall deposit or shall cause to be deposited with a bank or trust company designated an exchange agent selected by the Company Parent and reasonably acceptable to Parent the Company (it being agreed and understood that Equiniti Trust Company is reasonably acceptable to the Company to serve as the exchange agent) (the “Exchange Agent”), for the benefit of the holders of Eligible Shares, (i) an aggregate number of shares of Company Parent Common Stock as of immediately prior to the Effective Time, for exchange be issued in accordance with this Article II, through the Exchange Agent, sufficient funds for the payment of uncertificated or book-entry form comprising the aggregate Merger Consideration number of shares of Parent Common Stock required to be issued pursuant to Section 2.01(c2.1(a), and (ii) (an aggregate amount of cash comprising the “Exchange Fund”aggregate Cash Consideration and approximately the amount required to be delivered pursuant to Section 2.2(e), in each case for the sole benefit of the holders of Eligible Shares. In addition, in the event that the Exchange Fund shall be insufficient to make pay the payment Cash Consideration, cash in lieu of the aggregate Merger Consideration any fractional shares payable pursuant to Section 2.01(c2.2(e) or any dividends or distributions, if any, to which the holders of Eligible Shares may be entitled pursuant to Section 2.2(c), Parent shall promptly deposit, or cause to be deposited, additional funds deposit with the Exchange Agent in an amount sufficient equal to the deficiency in the amount required to make such paymentspayment. Funds made available Parent shall cause the Exchange Agent to make, and the Exchange Agent shall be invested by make delivery of the Exchange AgentMerger Consideration, as directed by including payment of the Surviving Corporation, cash in direct short-term obligations of, or direct short-term obligations fully guaranteed as to principal and interest by, the United States lieu of America with maturities of no more than thirty (30) days, pending any fractional shares 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 2.2(e) and any amounts payable in respect of such deposited funds shall relieve Parent, the Surviving Corporation dividends or the Exchange Agent from promptly making the payment of the aggregate Merger Consideration as required by other distributions pursuant to Section 2.01(c2.2(c), and following any losses from any such investment, Parent shall promptly provide additional funds to the Exchange Agent, for the benefit out of the holders of Company Common Stock as of immediately prior to the 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 to such holders of Company Common Stock. Parent shall direct the Exchange Agent to hold the Exchange Fund for the benefit of such holders of Company Common Stock and to make payments from the Exchange Fund in accordance with this Agreement. Such Merger Consideration, including cash in lieu of any fractional shares payable pursuant to Section 2.02. 2.2(e), and the amount of any dividends or other distributions deposited with the Exchange Agent pursuant to this Section 2.2(a) are referred to collectively in this Agreement as the “Exchange Fund.” The Exchange Fund shall not be used for any purpose other than to fund payment of for the aggregate Merger Consideration pursuant to Section 2.01(c)purpose provided for in this Agreement.

Exchange Agent. At or immediately prior to the Effective Time, pursuant to Section 2.2, Parent shall deposit or cause to be deposited with a bank nationally recognized financial institution or trust company designated selected by Parent with the Company and reasonably acceptable Partnership’s prior approval (which approval shall not be unreasonably withheld, conditioned or delayed) to Parent serve as the exchange agent (the “Exchange Agent”), for the benefit of the holders of Eligible Units upon Closing, (a) an aggregate number of shares of Company Parent Common Stock to be issued in non-certificated book-entry form comprising the amounts required to be delivered in respect of Eligible Units pursuant to Section 4.1 and (b) an aggregate amount of cash comprising approximately the amounts required to be delivered in respect of Eligible Units pursuant to Section 5.5. In addition, Parent shall deposit or cause to be deposited with the Exchange Agent, as of immediately prior necessary from time to time after the Effective Time, for exchange in accordance with this Article IIdividends or other distributions, through if any, to which the Exchange Agent, sufficient funds for the payment holders of the aggregate Merger Consideration Eligible Units may be entitled pursuant to Section 2.01(c) (5.3 with both a record and payment date after the Effective Time and prior to the surrender of such Eligible Units. Such shares of Parent Common Stock, cash in lieu of fractional shares payable pursuant to Section 5.5 and the amount of any dividends or other distributions deposited with the Exchange Agent pursuant to this Section 5.1 are referred to collectively in this Agreement as the “Exchange Fund”). 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 sufficient to make such payments. Funds made available to the Exchange Agent shall be 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 promptly provide additional funds to the Exchange Agent, for the benefit of the holders of Company Common Stock as of immediately prior to the 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 to such holders of Company Common Stock. Parent shall direct the Exchange Agent to hold the Exchange Fund for the benefit of such holders of Company Common Stock and to make payments from the Exchange Fund in accordance with this Section 2.02. The Exchange Fund shall not be used for any purpose other than to fund payment the purpose expressly provided for in this Agreement. The cash portion of the aggregate Exchange Fund may be deposited by the Exchange Agent as reasonably directed by Parent. Any interest or other income resulting from such 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 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 fully satisfy such cash payment obligations. No investment losses resulting from investment of the Exchange Fund shall diminish the rights of any former holder of Eligible Units to receive the Merger Consideration pursuant to Section 2.01(c)as provided in this Agreement.

Exchange Agent. At or Immediately prior to the Effective TimeTime on the Closing Date, Parent shall deposit or shall cause to be deposited with a bank nationally recognized financial institution or trust company designated selected by the Company Parent and reasonably acceptable to Parent the Company to serve as the exchange agent (the “Exchange Agent”), for the benefit of the holders of shares of Company Common Stock as of immediately prior to the Effective TimeEligible Shares, for exchange in accordance with this Article II3, through (i) an aggregate number of duly authorized, validly issued and fully paid and non-assessable Parent Common Shares to be issued in uncertificated or book-entry form comprising the number of Parent Common Shares required to be issued pursuant to Section 3.1(a), and (ii) an aggregate amount of cash comprising a good faith estimate of the amount required to be delivered pursuant to Section 3.2(e). In addition, Parent shall deposit or cause to be deposited with the Exchange Agent, sufficient funds for as necessary from time to time after the payment Effective Time, any dividends or other distributions, if any, to which the holders of the aggregate Merger Consideration Eligible Shares may be entitled pursuant to Section 2.01(c3.2(c) (with both a record and payment date after the Effective Time and prior to the surrender of such Eligible Shares. Such Parent Common Shares, cash in lieu of any fractional shares payable pursuant to Section 3.2(e) and the amount of any dividends or other distributions deposited with the Exchange Agent pursuant to this Section 3.2(a) 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 provided for in this Agreement and shall be held in trust for the benefit of the holders of Eligible Shares, subject to Section 3.2(f). In the event that the Exchange Fund shall be insufficient to make the payment of the aggregate Merger Consideration pursuant to payments contemplated by this Section 2.01(c)3.2, Parent 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 cash portion of the Exchange Agent Fund shall be invested by the Exchange Agent, Agent as directed by Parent or the Surviving Corporation, in direct short-term obligations of, or direct short-term obligations fully guaranteed as to principal Entity. Interest and interest by, the United States of America with maturities of no more than thirty (30) days, pending payment thereof by other income on the Exchange Agent Fund shall be the sole and exclusive property of Parent and the Surviving Entity and shall be paid to Parent or the holders of shares of Company Common Stock pursuant to Section 2.01(c); provided, however, that no Surviving Entity as Parent directs. No investment of such deposited funds the cash portion of the Exchange Fund shall relieve Parent, the Surviving Corporation Entity or the Exchange Agent from promptly making the payment of the aggregate Merger Consideration as payments required by Section 2.01(c)this Article 3, and and, following any losses from any such investment, Parent shall promptly provide additional funds to the Exchange Agent, Agent to the extent necessary to satisfy Parent’s obligations hereunder for the benefit of the holders each holder of Company Common Stock as record of immediately prior to Eligible Shares at the 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 deemed to be part of the Exchange Agent for payment of the aggregate Merger Consideration to such holders of Company Common Stock. Parent shall direct the Exchange Agent to hold the Exchange Fund for the benefit of such holders of Company Common Stock and to make payments from the Exchange Fund in accordance with this Section 2.02. The Exchange Fund shall not be used for any purpose other than to fund payment of the aggregate Merger Consideration pursuant to Section 2.01(c)Fund.

Exchange Agent. At or immediately prior to the Effective Time, Parent shall deposit or cause to be deposited with a bank nationally recognized financial institution or trust company designated selected by Parent with the Company and reasonably acceptable Company’s prior approval (which approval shall not be unreasonably withheld, conditioned or delayed) to Parent serve as the exchange agent (the “Exchange Agent”), for the benefit of the holders of Eligible Shares upon Closing, (a) an aggregate number of shares of Company Parent Common Stock to be issued in non-certificated book-entry form comprising the amounts required to be delivered in respect of Eligible Shares pursuant to Section 3.1 and (b) an aggregate amount of cash comprising approximately the amounts required to be delivered in respect of Eligible Shares pursuant to Section 4.5. In addition, Parent shall deposit or cause to be deposited with the Exchange Agent, as of immediately prior necessary from time to time after the Effective Time, for exchange in accordance with this Article IIdividends or other distributions, through if any, to which the Exchange Agent, sufficient funds for the payment holders of the aggregate Merger Consideration Eligible Shares may be entitled pursuant to Section 2.01(c) (4.3 with both a record and payment date after the Effective Time and prior to the surrender of such Eligible Shares. Such shares of Parent Common Stock, cash in lieu of fractional shares payable pursuant to Section 4.5 and the amount of any dividends or other distributions deposited with the Exchange Agent pursuant to this Section 4.1 are referred to collectively in this Agreement as the “Exchange Fund”). 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 sufficient to make such payments. Funds made available to the Exchange Agent shall be 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 promptly provide additional funds to the Exchange Agent, for the benefit of the holders of Company Common Stock as of immediately prior to the 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 to such holders of Company Common Stock. Parent shall direct the Exchange Agent to hold the Exchange Fund for the benefit of such holders of Company Common Stock and to make payments from the Exchange Fund in accordance with this Section 2.02. The Exchange Fund shall not be used for any purpose other than to fund payment the purpose expressly provided for in this Agreement. The cash portion of the aggregate Exchange Fund may be deposited by the Exchange Agent as reasonably directed by Parent. Any interest or other income resulting from such 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 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 fully satisfy such cash payment obligations. No investment losses resulting from investment of the Exchange Fund shall diminish the rights of any former holder of Eligible Shares to receive the Merger Consideration pursuant to Section 2.01(c)as provided in this Agreement.

Exchange Agent. At or Immediately prior to the Effective TimeTime on the Closing Date, Parent or Merger Sub shall deposit or shall cause to be deposited with a bank nationally recognized financial institution or trust company designated selected by the Company Parent and reasonably acceptable to Parent the Company to serve as the exchange agent (the “Exchange Agent”), for the benefit of the holders of Eligible Shares, (i) an aggregate number of duly authorized, validly issued and fully paid and non-assessable shares of Company Parent Common Stock to be issued in uncertificated or book-entry form comprising the number of shares of Parent Common Stock required to be issued pursuant to Section 2.1(a), and (ii) an aggregate amount of cash comprising a good faith estimate of the amount required to be delivered pursuant to Section 2.2(e). In addition, Parent shall deposit or cause to be deposited with the Exchange Agent, as of immediately prior necessary from time to time after the Effective Time, for exchange in accordance with this Article IIany dividends or other distributions, through if any, to which the Exchange Agent, sufficient funds for the payment holders of the aggregate Merger Consideration Eligible Shares may be entitled pursuant to Section 2.01(c2.2(c) (with both a record and payment date after the Effective Time and prior to the surrender of such Eligible Shares or pursuant to Section 5.10(c). Such shares of Parent Common Stock, cash in lieu of any fractional shares payable pursuant to Section 2.2(e) and the amount of any dividends or other distributions deposited with the Exchange Agent pursuant to this Section 2.2(a) 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 provided for in this Agreement and shall be held in trust for the benefit of the holders of Eligible Shares. In the event that the Exchange Fund shall be insufficient to make the payment of the aggregate Merger Consideration pursuant to payments contemplated by this Section 2.01(c)2.2, Parent 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 invested by the Exchange Agent, as directed by the Surviving CorporationParent, 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) daysdays or in commercial paper obligations rated P1 or A-1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, pending payment thereof by the Exchange Agent to the holders of shares of Company Common Stock Eligible Shares pursuant to this Section 2.01(c)2.2; provided, however, that no investment of such deposited funds shall relieve Parent, the Surviving Corporation Company or the Exchange Agent from promptly making the payment of the aggregate Merger Consideration as payments required by this Section 2.01(c)2.2, and following any losses from any such investment, Parent shall promptly provide additional funds to the Exchange Agent, for the benefit of the holders of Company Common Stock as of immediately prior to the Effective TimeEligible Shares, in the amount of such losseslosses (but only to the extent such losses result in the Exchange Fund being less than the amounts that remain payable to the holders of Eligible Shares under this Section 2.2), which additional funds will be held and disbursed in the same manner as funds initially deposited with the Exchange Agent for payment of to make the aggregate payments contemplated by this Section 2.2. Any interest or income produced by such investments will be payable to Merger Consideration to such holders of Company Common StockSub or Parent, as Parent directs. Parent shall direct the Exchange Agent to hold the Exchange Fund for the benefit of such the former holders of Company Common Stock Eligible Shares and to make payments from the Exchange Fund in accordance with this Section 2.02. The Exchange Fund shall not be used for any purpose other than to fund payment of the aggregate Merger Consideration pursuant to Section 2.01(c)2.2.

Exchange Agent. At or prior (a) Prior to the Effective Time, Parent Moon shall deposit or cause to be deposited with a bank or trust company designated by the Company and appoint an exchange agent that is reasonably acceptable to Parent Comet (the “Exchange Agent”), ) to act as the agent for the benefit purpose of (i) exchanging the holders Exchange Offer Consideration and cash in lieu of any fractional shares of Moon Common Stock pursuant to Section 2.2(b) for shares of Comet Common Stock accepted for exchange by Moon Bidco in the Exchange Offer, (ii) allotting the Merger Consideration to each holder of shares of Company Comet Common Stock as at the time of immediately prior the Merger in accordance with the Merger Proposal, and (iii) giving effect to the Liquidation Distribution by the Liquidator. At or promptly following the Effective Time, for exchange in accordance Moon Bidco shall deposit, with this Article II, through the Exchange Agent, sufficient funds for the payment a number of shares of Moon Common Stock that are deliverable in respect of (1) all of the aggregate Merger Consideration shares of Comet Common Stock accepted for exchange by Moon Bidco and the amount of cash required to be paid in lieu of any fractional shares pursuant to Section 2.01(c2.2(b) and (2) all shares of Comet NewCo entitled to receive shares of Moon Common Stock in the Liquidation Distribution (collectively the “Exchange Fund”). In the event If for any reason the Exchange Fund is inadequate to deliver all shares of Moon Common Stock to which holders of shares of Comet Common Stock accepted for exchange shall be insufficient entitled or to make which holders of shares of Comet Newco shall be entitled in the payment of the aggregate Merger Consideration pursuant Liquidation Distribution, Moon shall take all steps necessary to Section 2.01(c), Parent shall promptly deposit, enable or cause Moon Bidco to, prior to be depositedor concurrently with the Share Sale, additional funds deposit in trust with the Exchange Agent in an amount additional shares of Moon Common Stock sufficient to make all such paymentsexchanges. Funds made available to If for any reason the Exchange Agent shall be 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 Fund is inadequate 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 deliver all cash to the which holders of shares of Company Comet Common Stock pursuant accepted for exchange shall be entitled, Moon shall take all steps necessary to Section 2.01(c); provided, however, that no investment of such deposited funds shall relieve Parent, the Surviving Corporation enable or the Exchange Agent from cause Moon Bidco 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 promptly provide additional funds to the Exchange Agent, for the benefit of the holders of Company Common Stock as of immediately prior to the Effective Time, deposit in the amount of such losses, which additional funds will be held and disbursed in the same manner as funds initially deposited trust with the Exchange Agent for payment of the aggregate Merger Consideration to such holders of Company Common Stock. Parent shall direct the Exchange Agent to hold the Exchange Fund for the benefit of such holders of Company Common Stock and additional cash sufficient to make payments from the Exchange Fund in accordance with this Section 2.02all such exchanges. The Exchange Fund shall not be used for any purpose other than to fund payment purpose. Moon Bidco shall pay all charges and expenses, including those of the aggregate Merger Exchange Agent, in connection with the exchange of shares of Comet Common Stock for the Exchange Offer Consideration and any cash in lieu of fractional shares of Moon Common Stock pursuant to Section 2.01(c2.2(b).

Exchange Agent. At or prior Acquiror shall cause the Exchange Agent to agree, among other things, that (i) the Effective Time, Parent Exchange Agent shall deposit or cause maintain the Exchange Fund as a separate fund to be deposited with a bank or trust company designated by the Company and reasonably acceptable to Parent (the “Exchange Agent”), held for the benefit of the holders of shares of the Company Common Stock as of immediately prior to the Effective TimeShares, for exchange in accordance with this Article II, through the Exchange Agent, sufficient funds for the payment of the aggregate Merger Consideration pursuant to Section 2.01(c) (the “Exchange Fund”). In the event the Exchange Fund which 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 sufficient to make such payments. Funds made available to the Exchange Agent shall be 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 applied by the Exchange Agent to making the payments provided for in Section 2.2, (ii) any portion of the Exchange Fund that has not been paid to holders of shares of the Company Common Stock Shares pursuant to Section 2.01(c); provided, however, 2.2 prior to that no investment of such deposited funds date which is six months from the Effective Time 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)be delivered to Acquiror, and following any losses from any such investment, Parent shall promptly provide additional funds to the Exchange Agent, for the benefit of the holders of Company Common Stock as of immediately prior Shares who shall not have theretofore complied with Section 2.2 shall thereafter look only to the 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 to such holders of Company Common Stock. Parent shall direct the Exchange Agent to hold the Exchange Fund Acquiror for the benefit of such holders of Company Common Stock Share Consideration and to make payments from Other Amounts; (iii) the Exchange Fund in accordance with this Section 2.02. The Exchange Fund shall not be used for any purpose other than to fund payment that is not provided for herein, and (iv) all expenses of the aggregate 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 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 respect 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 not be entitled to vote or exercise any rights of ownership with respect to the Acquiror Common Stock held by it from time to time hereunder. None of Acquiror, Merger Sub, the Company, the Exchange Agent, nor any of their respective officers, directors and employees shall be liable to any holder of shares of Company Common Stock for any Share Consideration or Other Amounts from the Exchange Fund delivered to a public official pursuant to Section 2.01(c)any applicable abandoned property, escheat or similar law. The Exchange Agent shall invest any cash included in the Exchange Fund, as directed by Acquiror, on a daily basis. Any interest and other income resulting from such investments shall be paid to Acquiror.

Exchange Agent. At or prior to the Effective Time, Parent shall deposit or cause to be deposited with a bank nationally recognized financial institution selected by Parent with the Company’s prior approval (which approval shall not be unreasonably conditioned, withheld or trust company designated by delayed) to serve as the Company and reasonably acceptable to Parent exchange agent (the “Exchange Agent”), for the benefit of the holders of Eligible Shares, (i) an aggregate number of shares of Company Parent Common Stock to be issued in uncertificated form or book-entry form and (ii) an aggregate amount of cash sufficient, in each case, for the Exchange Agent to deliver the amounts required to be delivered in respect of Eligible Shares pursuant to Section 2.1 and Section 3.5. In addition, Parent shall deposit or cause to be deposited with the Exchange Agent, as of immediately prior necessary from time to time after the Effective Time, for exchange in accordance with this Article IIany dividends or other distributions, through if any, to which the Exchange Agent, sufficient funds for the payment holders of the aggregate Merger Consideration Eligible Shares may be entitled pursuant to Section 2.01(c) 3.3 with both a record and payment date after the Effective Time and prior to the surrender of such Eligible Shares and cash in lieu of any fractional shares payable pursuant to Section 3.5 (such amount of any dividends or other distributions deposited with the Exchange Agent pursuant to this Section 3.1, together with the shares of Parent Common Stock and cash in lieu of any fractional shares payable pursuant to Section 3.5, being hereinafter referred to as the “Exchange Fund”). 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 sufficient to make such payments. Funds made available to the Exchange Agent shall be 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 promptly provide additional funds to the Exchange Agent, for the benefit of the holders of Company Common Stock as of immediately prior to the 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 to such holders of Company Common Stock. Parent shall direct the Exchange Agent to hold the Exchange Fund for the benefit of such holders of Company Common Stock and to make payments from the Exchange Fund in accordance with this Section 2.02. The Exchange Fund shall not be used for any purpose other than to fund payment a purpose expressly provided for in this Agreement. The cash portion of the aggregate Exchange Fund shall be invested by the Exchange Agent as reasonably directed by Parent. Any interest and other income resulting from such investment shall become a part of the Exchange Fund, and any amounts in excess of the amounts payable under Section 3.5 shall be promptly returned to Parent. No investment losses resulting from investment of the Exchange Fund shall diminish the rights of any former holder of Eligible Shares to receive the Merger Consideration pursuant as provided in this Agreement. Parent shall promptly 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 Section 2.01(c)fully satisfy such cash payment obligations.

Exchange Agent. At or prior simultaneous with the Closing, (A) BUYER will furnish to the Effective Time, Parent shall deposit or cause to be deposited with a bank or trust company designated by BUYER and the Company and reasonably acceptable to Parent COMPANY (the “Exchange Agent”), for "EXCHANGE AGENT") irrevocable instructions to issue a stock certificate (issued in the benefit name of the holders of shares of Company Common Stock as of immediately prior to the Effective Time, for exchange in accordance with this Article II, through the Exchange Agent, sufficient funds for the payment of the aggregate Merger Consideration pursuant to Section 2.01(c) (the “Exchange Fund”). 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 sufficient to make such payments. Funds made available or its nominee) representing that number of BUYER Shares equal to the Exchange Agent shall be invested by product of (I) the Exchange Agent, as directed by Conversion Ratio TIMES (II) the Surviving Corporation, in direct short-term obligations of, or direct short-term obligations fully guaranteed as to principal number of outstanding COMPANY Shares and interest by, the United States of America with maturities of no more than thirty (30B) days, pending payment thereof by BUYER will cause the Exchange Agent to mail a letter of transmittal (with instructions for its use) to each record holder of outstanding COMPANY Shares for the holders holder to use in surrendering the Certificates that represented his or its COMPANY Shares in exchange for a Certificate representing the number of shares BUYER Shares to which he or it is entitled. Such letter of Company Common Stock pursuant transmittal shall specify that delivery shall be effected, and risk of loss and title to Section 2.01(c); providedthe Certificate or Certificates shall pass, however, that no investment of such deposited funds shall relieve Parent, the Surviving Corporation or the Exchange Agent from promptly making the payment only upon proper delivery of the aggregate Merger Consideration as required by Section 2.01(c), and following any losses from any such investment, Parent shall promptly provide additional funds Certificate or Certificates to the Exchange Agent, for and the benefit Exchange Agent shall advise such holder of the holders effectiveness of Company Common Stock the Merger and the procedures to be used in effecting the surrender of the Certificate or Certificates for exchange therefor. Upon surrender to the Exchange Agent of a Certificate or Certificates, together with such letter of transmittal duly executed and completed in accordance with the instructions thereon, and such other documents as may be reasonably requested, the Exchange Agent shall, pursuant to the Merger, promptly deliver the appropriate Merger Consideration to the person entitled to the Merger Consideration for each share of immediately prior to COMPANY stock so represented by the Certificate or Certificates surrendered by such holder thereof, and such Certificate or Certificates shall forthwith be cancelled. At the Effective Time, in the amount of such losses, which additional funds BUYER will be held and disbursed in the same manner as funds initially deposited with further provide the Exchange Agent for payment of the aggregate Merger Consideration as well as BUYER's stock transfer agent with irrevocable instructions to such holders of Company Common Stock. Parent shall direct the Exchange Agent to hold the Exchange Fund provide for the benefit issuance of such holders Certificates for the number of Company Common Stock shares reserved and subject to make payments from the Exchange Fund COMPANY options and warrants to purchase BUYER Shares in accordance with this Section 2.02. The Exchange Fund shall not be used for any purpose other than to fund payment the Conversion Rate upon exercise of the aggregate Merger Consideration pursuant to Section 2.01(c)same.

Exchange Agent. Prior to the Effective Time, Parent shall designate Xxxxx Fargo Bank, National Association, or another bank, trust company or transfer agent as reasonably satisfactory to the Company to act as agent (the “Exchange Agent”) for the holders of shares of Company Common Stock to receive the Merger Consideration to which such holders shall become entitled with respect to such holder’s shares of Company Common Stock pursuant to Section 3.1(c). At or prior to the Effective Time, Parent or Merger Sub shall deposit with the Exchange Agent (i) that number of shares of Parent Common Stock, as applicable, (ii) cash, and (iii) CVR Certificates representing the aggregate number of CVRs issuable pursuant to the CVR Agreement, in each case as are issuable or cause payable pursuant to be deposited with a bank or trust company designated by the Company and reasonably acceptable to Parent (the “Exchange Agent”), for the benefit of the holders this Article III in respect of shares of Company Common Stock as of immediately prior for which Certificates or Book-Entry Shares are properly delivered to the Effective Time, for exchange in accordance with this Article II, through the Exchange Agent. The deposit made by Parent or Merger Sub, sufficient funds for as the payment of the aggregate Merger Consideration case may be, pursuant to this Section 2.01(c3.2(a) (is hereinafter referred to as the “Exchange Fund”). In the event The Exchange Agent shall cause 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 sufficient to make such payments. Funds made available to the Exchange Agent shall be 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 (30i) 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 promptly provide additional funds to the Exchange Agent, held for the benefit of the holders of Company Common Stock as of immediately prior and (ii) applied promptly to making the Effective Time, payments provided for 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 to such holders of Company Common Stock. Parent shall direct the Exchange Agent to hold the Exchange Fund for the benefit of such holders of Company Common Stock and to make payments from the Exchange Fund in accordance with this Section 2.023.1(c). The Exchange Fund shall not be used for any purpose other than that is not expressly provided for in this Agreement; provided that Parent may direct the Exchange Agent to fund payment invest the Exchange Fund in obligations of or guaranteed by the United States of America and backed by the full faith and credit of the aggregate United States of America or in commercial paper obligations rated A-1 or P-1 or better by Xxxxx’x Investors Services, Inc. or Standard & Poor’s Corporation, respectively; provided further that no such investment or losses thereon shall affect the Merger Consideration pursuant payable to the holders of Company Common Stock, and following any losses Parent shall promptly provide additional funds to the Exchange Agent for the benefit of the holders of Company Common Stock in the amount of such losses. Any interest or other income resulting from such investments shall be (A) the property of Parent and (B) promptly paid to Parent. Parent shall, prior to the Effective Time, allot Parent Common Stock referred to in Section 2.01(c)3.1(c) on the terms and subject to the conditions set forth in this Agreement.

Exchange Agent. At or prior to the First Effective Time, Parent shall deposit deposit, or cause to be deposited deposited, with a bank an exchange agent selected by Parent with the Company’s prior written approval, which shall not be unreasonably withheld or trust company designated by the Company and reasonably acceptable to Parent delayed (the “Exchange Agent”), for the benefit of the holders of Shares (other than Excluded Shares), an aggregate number of shares of Company Common Parent Stock as to be credited in the stock ledger and other appropriate books and records of immediately prior Parent in uncertificated form or book-entry form comprising the amount required to the Effective Time, for exchange in accordance with this Article II, through the Exchange Agent, sufficient funds for the payment of the aggregate Merger Consideration be delivered pursuant to Section 2.01(c) 2.02 in respect of Shares (the “Exchange Fund”other than Excluded Shares). In the event the Exchange Fund shall be insufficient to make the payment of the aggregate Merger Consideration pursuant to Section 2.01(c)addition, Parent 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 invested by the Exchange Agent, as directed by necessary from time to time after the Surviving CorporationFirst Effective Time, in direct short-term obligations of, (i) any dividends 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 other distributions payable 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 promptly provide additional funds 2.03(c) with respect to the Exchange Agent, for the benefit of the holders of Company Parent Common Stock as of immediately issued pursuant to the Initial Merger with respect to Shares with a record and payment date after the First Effective Time and prior to the Effective Timesurrender of such Shares and (ii) cash in lieu of any fractional shares payable pursuant to Section 2.03(e). All shares of Parent Stock and cash, in together with the amount of such losses, which additional funds will be held any dividends and disbursed in the same manner as funds initially distributions deposited with the Exchange Agent for payment of pursuant to this Section 2.03(a), shall hereinafter be referred to as the aggregate Merger Consideration to such holders of Company Common Stock“Exchange Fund”. Parent shall direct the The Exchange Agent to hold shall invest the cash portion of the Exchange Fund as directed by Parent; provided that such investments shall be in obligations, funds or accounts typical for (including having liquidity typical for) transactions of this nature. To the benefit extent that there are losses or any diminution of value with respect to such holders of Company Common Stock and to make payments from investments, or the Exchange Fund in accordance with this Section 2.02. The Exchange Fund shall not be used diminishes for any purpose other than reason below the level required to fund make prompt cash payment of the aggregate Merger Consideration any dividends or other distributions payable pursuant to Section 2.01(c2.03(c) and any cash in lieu of any fractional shares payable pursuant to Section 2.03(e), Parent shall promptly replace or restore the cash in the Exchange Fund lost through such investments or other events so as to ensure that the Exchange Fund is at all times maintained at a level sufficient to make such cash payments. Any interest and other income resulting from such investment shall become a part of the Exchange Fund, and any amounts in excess of the amounts payable under this Section 2.03(a) shall be promptly returned to Parent.”

Exchange Agent. At or prior to After 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 shall act as agent (the “"Exchange Agent”)") in effecting the exchange of certificates ("Certificates") which, for the benefit of the holders of shares of Company Common Stock as of immediately prior to the Effective Time, represent Company Common Stock or Company Preferred Stock for exchange certificates of Parent Common Shares and, subsequent to such exchange, in accordance with this Article IIdistributing Additional Shares. As soon as practicable after the Effective Time, through the Exchange Agent, sufficient funds for the payment of the aggregate Merger Consideration pursuant to Section 2.01(c) (the “Exchange Fund”). 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 sufficient to make such payments. Funds made available to the Exchange Agent shall be invested by mail a transmittal form (the Exchange Agent, as directed by the Surviving Corporation, in direct short-term obligations of, or direct short-term obligations fully guaranteed as "Letter of Transmittal") to principal and interest by, the United States each holder of America with maturities of no more than thirty (30) days, pending payment thereof by the Exchange Agent to the holders of Certificates theretofore representing any such shares of Company Common Stock pursuant and Company Preferred Stock advising such holder of the procedure for surrendering 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 any such Certificates for exchange. If any certificates of Parent Common Shares are to be issued in a name other than that in which a Certificate so surrendered is then registered, it shall be a condition of such exchange that the Certificate surrendered be accompanied by payment of any applicable transfer taxes and documents required for a valid transfer. From and after the aggregate Merger Consideration Effective Time, until so surrendered, each Certificate shall be deemed for all corporate purposes, except as required by Section 2.01(c)set forth below, to evidence the number of shares of Parent Common Shares and following any losses from any such investment, Parent shall promptly provide additional funds the right to receive the Exchange Agent, for Additional Shares into which the benefit of the holders shares of Company Common Stock as or Company Preferred Stock represented by such Certificate shall have been converted. Unless and until any Certificate shall be so surrendered, the holder of immediately prior such Certificate shall have no right to vote or to receive any dividends paid or other distributions made to holders of record of Parent Common Shares after the Effective Time. Upon surrender of a Certificate, the holder of record thereof shall receive, together with certificates representing the Parent Common Shares to which he shall be entitled in accordance with Section 2.1, all dividends and other distributions with respect to such shares which shall have been paid or made to holders of record of Parent Common Shares after the Effective Time in the case of Initial Shares, or after any Contingent Payment Date, in the amount case of Additional Shares, in each such lossescase, 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 to such holders of Company Common Stockwithout interest thereon. Parent shall direct the Exchange Agent be authorized to hold the Exchange Fund for the benefit deliver Parent Common Shares attributable to any Certificate theretofore issued which has been lost or destroyed upon receipt of such holders satisfactory evidence of Company Common Stock and to make payments from the Exchange Fund in accordance with this Section 2.02. The Exchange Fund shall not be used for any purpose other than to fund payment ownership of the aggregate Merger Consideration pursuant to Section 2.01(c)shares formerly represented thereby and of appropriate indemnification.

Exchange Agent. At On the Effective Date, the Parent shall deposit the aggregate amount of Merger Consideration required to be exchanged in accordance with the terms of this Article 2 with the Secretary or Assistant Secretary of the Parent (the "Exchange Agent") and Shareholder shall surrender each and every outstanding certificate which prior thereto represented shares of Company Common Stock, together with duly and properly executed stock powers, to the Exchange Agent, and Shareholder shall be entitled upon such surrender to receive in exchange therefor the Merger Consideration into which such shares so surrendered shall have been converted pursuant to this Agreement, subject to adjustment as provided in Section 3.1 below. Adoption of this Agreement by Shareholder and the Parent shall constitute ratification of the appointment of such Exchange Agent. After the Effective Time and until the outstanding certificates formerly representing shares of the Company Common Stock are so surrendered, each outstanding certificate which, prior to the Effective Time, Parent shall deposit or cause to be deposited with a bank or trust company designated by represented the Company and reasonably acceptable Common Stock shall be deemed for all corporate purposes (except the payment of dividends) to Parent (the “Exchange Agent”), for the benefit evidence ownership of the holders Merger Consideration into which the shares of the Company Common Stock represented thereby prior to such Effective Time shall have been converted. Until certificates representing shares of Company Common Stock as have been surrendered, no dividend payable to holders of immediately prior to the Effective Time, for exchange in accordance with this Article II, through the Exchange Agent, sufficient funds for the payment record of the aggregate Merger Consideration pursuant to Section 2.01(c) (the “Exchange Fund”). In the event the Exchange Fund Parent Common Stock 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 sufficient to make such payments. Funds made available to the Exchange Agent shall be 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 paid to the holders of shares such outstanding stock certificates of the Company Common Stock pursuant to Section 2.01(c); providedin respect thereof. Upon surrender of such outstanding certificates, however, that no investment there shall be paid to the holders of the certificate for the Parent Common Stock issued in exchange therefor the amount of dividends, if any, which theretofore became payable with respect to such deposited funds full shares of the Parent Common Stock, but which have not theretofore been paid on such stock. No interest shall relieve Parentbe payable with respect to the payment of any dividends. Notwithstanding any of the foregoing, the Surviving Corporation parties agree that Exchange Agent shall not be individually responsible or liable in any manner whatsoever for anything which he may do or refrain from doing in connection herewith, and that in the event Exchange Agent becomes involved in any litigation, claim a controversy in connection with his actions under this Agreement, Shareholder agrees to indemnify, defend and save 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 promptly provide additional funds to the Exchange Agent, for the benefit of the holders of Company Common Stock as of immediately prior to the Effective Time, in the amount of such all losses, which additional funds will be held costs, damages, expenses and disbursed in the same manner as funds initially deposited with the attorneys' fees suffered or incurred by Exchange Agent for payment of the aggregate Merger Consideration to such holders of Company Common Stock. Parent shall direct the Exchange Agent to hold the Exchange Fund for the benefit of such holders of Company Common Stock and to make payments from the Exchange Fund in accordance with this Section 2.02. The Exchange Fund shall not be used for any purpose other than to fund payment of the aggregate Merger Consideration pursuant to Section 2.01(c)as a result thereof.

Exchange Agent. At or prior to Promptly after the Effective Time, Parent shall deposit supply, or shall cause to be deposited with supplied, to or for the account of a bank or trust company designated by the Company and reasonably acceptable to Parent (the “"Exchange Agent”"), for the benefit of the holders of shares of Company Common Stock as of immediately prior to the Effective Time, for exchange in accordance with this Article II, through the Exchange Agent, sufficient funds for the payment of the aggregate Merger Consideration pursuant to Section 2.01(c) (the “Exchange Fund”). 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 sufficient to make such payments. Funds made available to the Exchange Agent shall be 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 promptly provide additional funds to the Exchange Agent, trust for the benefit of the holders of Company Common Stock (other than Dissenting Shares), for exchange in accordance with this Section 1.07, through the Exchange Agent, certificates evidencing the Parent Common Shares issuable pursuant to Section 1.06 in exchange for outstanding Shares. Parent shall promptly make available to the Exchange Agent from time to time as needed, cash sufficient to pay cash in lieu of fractional shares. Exchange Procedures. On or prior to the tenth (10) Business Day after the Effective Time, Parent will instruct the Exchange Agent to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time evidenced outstanding Shares (other than Dissenting Shares) (the "Certificates") (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions to effect the surrender of the Certificates in exchange for the certificates evidencing Parent Common Shares and, in lieu of any fractional shares thereof, cash pursuant to Section 1.06(f). Upon surrender of a Certificate to the Exchange Agent for cancellation together with such letter of transmittal, duly executed, and such other customary documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor (A) certificates evidencing that number of whole Parent Common Shares which such holder has the right to receive in accordance with the Exchange Ratio in respect of the Shares formerly evidenced by such Certificate, (B) any dividends or other distributions with respect to Shares to which such holder was entitled to receive prior to the Effective Time, and (C) cash in lieu of fractional Parent Common Shares to which such holder is entitled pursuant to Section 1.06(f) (the Parent Common Shares, dividends, distributions and cash described in clauses (A)-(C) delivered for each Share being, collectively, the "Merger Consideration"), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Shares which is not registered 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 transfer records of the aggregate Merger Consideration to such holders Company as of Company the Effective Time, Parent Common Stock. Parent shall direct the Exchange Agent to hold the Exchange Fund for the benefit of such holders of Company Common Stock Shares and to make payments from the Exchange Fund cash may be issued and paid in accordance with this Article I to a transferee if the Certificate evidencing such Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 2.021.07(b) and by evidence that any applicable stock/share transfer taxes have been paid. The Exchange Fund shall not Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented Shares will be used deemed from and after the Effective Time, for any purpose all corporate purposes, other than to fund the payment of dividends, to evidence the aggregate Merger Consideration pursuant ownership of the number of full Parent Common Shares into which such Shares shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 2.01(c)1.06.

Exchange Agent. At or prior Prior to the Effective Time, Parent Remainco shall appoint the agent set forth on Section 3.3(b) of the Spinco Disclosure Schedule as exchange agent in the Merger (the “Exchange Agent”) pursuant to a customary exchange agent agreement (to which Remainco, Spinco and RMT Partner shall be parties) providing for, among other things, the matters set forth in this Section 3.3 and otherwise reasonably satisfactory to the parties. Prior to or at the Effective Time, RMT Partner shall deposit or cause to be deposited with a bank or trust company designated by the Company and reasonably acceptable to Parent (the “Exchange Agent”), for the benefit of the holders of shares of Company Common Stock as of immediately prior to the Effective Time, for exchange in accordance with this Article II, through the Exchange Agent, sufficient funds for the payment of the aggregate Merger Consideration pursuant to Section 2.01(c) (the “Exchange Fund”). 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 sufficient to make such payments. Funds made available to the Exchange Agent shall be 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 promptly provide additional funds to the Exchange Agent, for the benefit of the holders Persons who received shares of Company Spinco Common Stock in the Distribution and for distribution in accordance with this Article III, through the Exchange Agent, shares of RMT Partner Common Stock in book-entry form representing the shares of RMT Partner Common Stock issuable pursuant to Section 3.2 upon conversion of outstanding shares of Spinco Common Stock (such shares of RMT Partner Common Stock, together with together with any dividends or distributions with respect thereto pursuant to Section 3.3(d) and other amounts payable in accordance with Section 3.4, being hereinafter referred to as the “Exchange Fund”). Immediately following the Effective Time, the Exchange Agent shall, pursuant to irrevocable instructions which shall be delivered from RMT Partner to the Exchange Agent immediately following the Effective Time, deliver the RMT Partner Common Stock contemplated to be issued pursuant to Section 3.2 from the shares of immediately RMT Partner Common Stock held in the Exchange Fund. If RMT Partner deposits such shares into the Exchange Fund prior to the Effective Time and the Merger is not consummated, the Exchange Agent shall promptly return such shares to RMT Partner. If for any reason the Exchange Fund is inadequate to deliver all shares of RMT Partner Common Stock in respect of the conversion of shares of Spinco Common Stock for shares of RMT Partner Common Stock pursuant to Section 3.2(a)(i), RMT Partner shall take all steps necessary to, at or prior to the Effective Time, deposit in the amount of such losses, which additional funds will be held and disbursed in the same manner as funds initially deposited trust with the Exchange Agent for payment additional shares of the aggregate Merger Consideration to such holders of Company Common Stock. Parent shall direct the Exchange Agent to hold the Exchange Fund for the benefit of such holders of Company RMT Partner Common Stock and sufficient to make payments from the Exchange Fund in accordance with this Section 2.02all such deliveries. The Exchange Fund shall not be used for any purpose other than to fund payment of the aggregate Merger Consideration pursuant to Section 2.01(c)purpose.

Exchange Agent. At or prior to Promptly following the date that is one (1) year after the Effective Time, Parent Acquiror shall deposit instruct the Exchange Agent to deliver to Acquiror all cash, Letters of Transmittal, SIM Certificates and other documents in its possession relating to the Transactions, and the Exchange Agent’s duties shall terminate. Thereafter, each Panavision Stockholder who has not delivered a Letter of Transmittal (in respect of shares of Panavision Common Stock other than Excluded Shares) or SIM Seller who has not delivered a SIM Certificate (or an affidavit of loss in lieu thereof in accordance with Section 3.12) may surrender such Letter of Transmittal or SIM Certificate (or an affidavit of loss in lieu thereof in accordance with Section 3.12), as applicable, to Acquiror and (subject to applicable abandoned property, escheat and similar Laws) receive in consideration therefor, and Acquiror shall promptly deliver, or cause to be deposited with a bank or trust company designated by delivered, the Company and reasonably acceptable to Parent (the “Exchange Agent”), for the benefit portion of the holders of shares of Company Common Stock Merger Consideration and the Panavision Contingent Shares or the SIM Purchase Price, as of immediately prior to the Effective Timeapplicable, for exchange deliverable in respect thereof as determined in accordance with this Article IIIII without any interest thereon. None of Acquiror, through Panavision Acquisition Sub, Panavision, the Exchange AgentSurviving Corporation, sufficient funds for SIM, the payment of the aggregate Merger Consideration pursuant to Section 2.01(c) (the “Exchange Fund”). 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, SIM Sellers 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 invested by the Exchange Agentliable to any Person in respect of any Merger Consideration or SIM Purchase Price, as directed by the Surviving Corporationapplicable, in direct short-term obligations of, or direct short-term obligations fully guaranteed as delivered 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 a public official pursuant to Section 2.01(c); providedand in accordance with any applicable abandoned property, however, that no investment escheat or similar Laws. If any Letter of such deposited funds shall relieve Parent, the Surviving Corporation Transmittal or the Exchange Agent from promptly making the payment SIM Certificate (or an affidavit of the aggregate Merger Consideration as required by Section 2.01(c), and following any losses from any such investment, Parent shall promptly provide additional funds to the Exchange Agent, for the benefit of the holders of Company Common Stock as of immediately prior to the Effective Time, loss 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 to such holders of Company Common Stock. Parent shall direct the Exchange Agent to hold the Exchange Fund for the benefit of such holders of Company Common Stock and to make payments from the Exchange Fund lieu thereof delivered in accordance with this Section 2.02. The Exchange Fund Agreement), as applicable, shall not be used for have been surrendered immediately prior to such date on which any purpose other than to fund payment of the aggregate Merger Consideration amounts payable pursuant to Section 2.01(c)this Article III would otherwise escheat to or become the property of any Governmental Authority, any such amounts shall, to the extent permitted by applicable Law, become the property of Acquiror, free and clear of all claims or interest of any Person previously entitled thereto.

Exchange Agent. At or prior to Immediately following the Effective TimeTime (but in any event on the Closing Date), Parent shall deposit or cause to be deposited with a bank or trust company designated an exchange agent selected by the Company Parent and reasonably acceptable to Parent the Company (the “Exchange Agent”"EXCHANGE AGENT"), for the benefit of the holders of shares of Company Common Stock as of immediately prior to Securities (other than the Effective TimeCompany Warrants if they have not been amended), for exchange in accordance with this Article IIAgreement, through an amount equal to (i) the Exchange AgentEstimated Merger Consideration MINUS (ii) the Escrow Amount, sufficient funds for MINUS (iii) the payment 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 aggregate Per Share Merger Consideration pursuant to Section 2.01(c(calculated based on the Estimated Merger Consideration) (the “Exchange Fund”). 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 sufficient to make such payments. Funds made available to the Exchange Agent shall be 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 MULTIPLIED BY The total number of shares of Company Common Stock for which all Company Warrants were exercisable for immediately prior to the Effective Time over the aggregate sum of the Company Warrant Exercise Price for all Company Warrants outstanding and unexercised immediately prior to the Effective Time (the "EXCHANGE FUND") (it being understood that any adjustment to the Estimated Merger Consideration pursuant to Section 2.01(c3.02 shall be paid in accordance with such section); provided. Immediately following the Effective Time (but in any event on the Closing Date), howeverParent shall deposit the Escrow Amount with the Escrow Agent, that no investment of such deposited funds which shall relieve Parentbe held and disbursed by the Escrow Agent in accordance with the Escrow Agreement. Promptly after the Effective Time, the Surviving Corporation or the Exchange Agent from promptly making the payment shall mail to each record holder of an outstanding certificate, certificates or instruments as of the aggregate Merger Consideration as required by Section 2.01(cEffective Time (other than instruments representing Company Warrants, if they have not been amended) which immediately prior to the Effective Time represented Company Securities (the "CERTIFICATES"), a letter of transmittal and following any losses from any such investmentinstructions for use in effecting the surrender of the Certificates for payment therefor (collectively, Parent the "LETTER OF TRANSMITTAL"), which Letter of Transmittal shall promptly provide additional funds to include (i) representations of the Exchange Agent, holder for the benefit of the holders of Company Common Stock as of immediately prior Surviving Corporation regarding title to the Effective TimeCompany Securities, 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 the amount of such lossesconnection therewith, 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 to such holders of Company Common Stock. Parent shall direct the Exchange Agent to hold the Exchange Fund (ii) an agreement for the benefit of Parent that such holders of Company Common Stock and holder shall pay to make payments from Parent, to the Exchange Fund in accordance with this Section 2.02. The Exchange Fund shall not be used for any purpose other than to fund payment extent applicable, such stockholders' pro rata portion of the aggregate 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 2.01(c)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 Company and Parent prior thereto, including a certificate of each holder of Company Stock conforming to the 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 Code (a "FIRPTA CERTIFICATE") or, for those holders of Company Stock who are "foreign persons" for purposes of Section 1445 of the Code, a statement to that effect.

Exchange Agent. At or prior to As of the Effective Time, the Parent shall deposit or cause to be deposited with a bank or trust company designated by the Company and reasonably acceptable to Parent Norwest Bank Minnesota, N.A. (the “"Exchange Agent”"), the Shareholder Consideration. The Exchange Agent shall hold such shares in a separate account for exchange pursuant to the benefit terms of this Agreement (the holders "Exchange Fund"). Promptly after the Effective Time, the Exchange Agent shall mail to each holder of shares record of Company Common Stock as of Shares immediately prior to the Effective TimeTime (i) a letter of transmittal (which shall specify that delivery shall be effected, for exchange in accordance with this Article IIand risk of loss and title to the Shares shall pass, through the Exchange Agent, sufficient funds only upon proper delivery of certificates for the payment of the aggregate Merger Consideration pursuant to Section 2.01(c) Shares (the “Exchange Fund”). 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 sufficient to make such payments. Funds made available "Certificates") to the Exchange Agent and shall be invested by in customary form) and (ii) instructions for use in effecting the Exchange Agent, as directed by surrender of the Surviving Corporation, Certificates (or affidavits 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 (30lieu thereof) days, pending payment thereof by the Exchange Agent to the holders of in exchange for certificates representing shares of Company Parent Common Stock pursuant to Section 2.01(c); provided, however, that no investment Stock. Upon surrender 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 promptly provide additional funds a Certificate for cancellation to the Exchange Agent, for together with such letter of transmittal, duly executed, and such other documents as may be required pursuant to such instructions, the benefit holder of such Certificate shall receive in exchange therefore a new certificate representing that number of whole shares of Parent Common Stock determined by multiplying the number of Shares represented by such Certificate by the Exchange Ratio, and subtracting any resulting fractional Shares. The holder shall also receive cash in lieu of any fractional shares, and the Certificate so surrendered shall forthwith be cancelled. In the event of a transfer of ownership of Shares which is not registered in the transfer records of the holders Company, a certificate representing the proper number of Company shares of Parent Common Stock may be issued to a transferee if the certificate representing such Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.4, each Certificate shall be deemed at any time after the Effective Time to represent the shares of immediately prior to Parent Common Stock (and cash in lieu of fractional shares) into which the Shares previously represented by such Certificate were converted at the Effective Time, in the amount . All shares 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 Parent Common Stock issued upon conversion of the aggregate Merger Consideration Shares (including any cash paid in lieu of fractional shares) shall be deemed to have been issued in full satisfaction of all rights pertaining to such holders of Company Common Stock. Parent shall direct the Exchange Agent to hold the Exchange Fund for the benefit of such holders of Company Common Stock and to make payments from the Exchange Fund in accordance with this Section 2.02. The Exchange Fund shall not be used for any purpose other than to fund payment of the aggregate Merger Consideration pursuant to Section 2.01(c)Shares.

Exchange Agent. At or prior before the Effective Time, Parent shall appoint a bank or trust company or stock transfer agent reasonably satisfactory to Clearday to act as exchange agent (the “Exchange Agent”) for the payment and delivery of the Merger Consideration for Clearday Certificates and any amounts payable pursuant to Section 2.9. On or promptly after the Effective Time, Parent shall deposit or cause to be deposited deposited, certificates representing the shares of Parent Common Stock and the Parent New Preferred Stock sufficient to pay the Merger Consideration (or make appropriate alternative arrangements if uncertificated shares of Parent Common Stock represented by book-entry shares will be issued) and any cash amounts payable in lieu of fractional shares pursuant to Section 2.9 with a bank or trust company designated by the Company and reasonably acceptable to Parent (the “Exchange Agent”), Agent for the benefit of the holders of Clearday Common Shares and Clearday Preferred Shares. Such cash and shares of Company Parent Common Stock and Parent New Preferred Stock, together with any dividends or other distributions deposited with the Exchange Agent pursuant to Section 2.2(d), are referred to collectively in this Agreement as the “Exchange Fund.” The Exchange Agent shall make payments of immediately prior the Merger Consideration, and any amounts payable in respect of dividends or distributions on shares of Parent Common Stock in accordance with Section 2.2(d) or otherwise payable pursuant to Section 2.9 out of the Effective Time, for exchange Exchange Fund in accordance with this Article IIAgreement. The Exchange Fund shall not be used for any other purpose. Until disbursed in accordance with the terms and conditions of this Agreement, through the Exchange Agent, sufficient funds for the payment of the aggregate Merger Consideration pursuant to Section 2.01(c) (the “Exchange Fund”). In the event cash in 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 sufficient to make such payments. Funds made available to the Exchange Agent shall will be 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 Parent. No losses with respect to principal and interest by, the United States any investments of America with maturities of no more than thirty (30) days, pending payment thereof by the Exchange Agent Fund will affect the amounts payable to the holders of shares of Company Common Stock pursuant to Section 2.01(c); provided, however, that no Clearday Certificates Shares. Any income from 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 promptly provide additional funds to the Exchange Agent, for the benefit of the holders of Company Common Stock as of immediately prior to the 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 to such holders of Company Common Stock. Parent shall direct the Exchange Agent to hold the Exchange Fund for the benefit of such holders of Company Common Stock and will be payable to make payments from the Exchange Fund in accordance with this Section 2.02. The Exchange Fund shall not be used for any purpose other than to fund payment of the aggregate Merger Consideration pursuant to Section 2.01(c)Parent, as Parent directs.

Exchange Agent. Prior to the Effective Time, Parent shall appoint a commercial bank or trust company to act as exchange agent hereunder (which entity shall be reasonably acceptable to the Company) for the purpose of exchanging Certificates and Book-Entry Shares for the Merger Consideration (the “Exchange Agent”). 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 (the “Exchange Agent”), (a) in trust for the benefit of the holders of shares of Company Common Stock, Common Book-Entry Shares (or certificates if requested) representing the Parent Common Stock as of immediately prior to the Effective Timeissuable, for exchange and cash in accordance with this Article II, through the Exchange Agent, sufficient funds for the payment of the aggregate Merger Consideration pursuant to Section 2.01(c) (the “Exchange Fund”). 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 U.S. dollars in an amount sufficient to make such payments. Funds made available pay the Cash Consideration payable, pursuant to Section 1.8 in exchange for outstanding shares of Company Common Stock, and (b) in trust for the Exchange Agent shall be 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 benefit 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 Convertible Preferred Stock, Preferred Book-Entry Shares (or certificates if requested) representing the Parent Convertible Preferred Stock issuable pursuant to Section 2.01(c); provided, however, that no investment 1.8 in exchange for outstanding shares of such deposited funds shall relieve Parent, the Surviving Corporation Company Convertible Preferred Stock. Parent agrees to make available directly or indirectly to the Exchange Agent from promptly making the payment time to time as needed, any cash in lieu of the aggregate Merger Consideration as required by Section 2.01(c), and following any losses from any such investment, fractional shares of Parent shall promptly provide additional funds to the Exchange Agent, for the benefit of the holders of Company Common Stock as to be issued or paid in consideration therefor pursuant to Section 2.5 of immediately prior this Agreement and any dividends or distributions to the Effective Timewhich such holder is entitled pursuant to Section 2.3 of this Agreement. Any cash, in the amount shares of such losses, which additional funds will be held Parent Common Stock and disbursed in the same manner as funds initially Parent Convertible Preferred Stock deposited with the Exchange Agent for payment of shall hereinafter be referred to as the aggregate Merger “Exchange Fund.” Notwithstanding anything herein to the contrary, the exchange procedures described in this Article II shall not apply to Restricted Stock and the Restricted Stock Consideration to such holders of Company Common Stock. Parent shall direct and the Exchange Agent to hold the Exchange Fund shall not act as exchange agent for the benefit of such holders of Company Common Stock and to make payments from the Exchange Fund in accordance with this Section 2.02. The Exchange Fund shall not be used for any purpose other than to fund payment of the aggregate Merger Consideration pursuant to Section 2.01(c)Restricted Stock.

Exchange Agent. At or least five Business Days prior to the Effective Time, Parent shall deposit or cause to be deposited with a bank or trust company designated by the Company designate an exchange and paying agent reasonably acceptable to Parent the Company (the “Exchange Agent”), ) for the benefit purpose of the holders of shares of exchanging Company Certificates or Uncertificated Company Common Stock as of Shares outstanding immediately prior to the Effective Time. Prior to or at the Effective Time, for exchange Parent shall deposit, or shall cause to be deposited, with the Exchange Agent in accordance with this Article II, through (i) certificates, or at Parent’s option, shares in book-entry form representing Parent Common Shares to be exchanged in the Exchange Agent, Amalgamation and (ii) cash in an amount sufficient funds for the payment to pay any cash payable in lieu of the aggregate Merger Consideration fractional shares pursuant to Section 2.01(c) (the “Exchange Fund”2.2(e). In Following the event the Exchange Fund shall be insufficient to make the payment of the aggregate Merger Consideration pursuant to Section 2.01(c)Effective Time, Parent shall promptly depositdeposit promptly, or cause to be deposited, additional funds with the Exchange Agent any dividends or distributions to which the shareholders of the Company may be entitled pursuant to Section 2.2(c) in an amount sufficient to make pay such paymentsdividends or distributions to shareholders of the Company that have not, as of such date, exchanged their Company Certificates or Uncertificated Company Common Shares. Funds made available Such Consideration and cash so deposited are hereinafter referred to as the “Exchange Fund.” No interest shall be paid or accrued for the benefit of holders of the Company Certificates or Uncertificated Company Common Shares on cash amounts payable pursuant to this Section 2.2. The Exchange Agent shall be invested by invest any cash in the Exchange Agent, Fund as directed by the Surviving Corporation, Parent; provided that such investments shall be in direct short-term obligations of, of or direct short-term obligations fully guaranteed as to principal and interest by, by the United States of America or in money market funds having a rating in the highest investment category granted by a recognized credit rating agency at the time of investment. Any interest and other income resulting from such investments shall be promptly paid to Parent and any amounts in excess of the amounts payable under Sections 2.2(c) and (e) shall be promptly returned to Parent. To the extent that there are any losses with maturities of no more than thirty (30) daysrespect to any such investments, pending payment thereof by or such cash diminishes for any reason below the level required for 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 make prompt cash payment of the aggregate Merger Consideration as required by Section 2.01(camounts under Sections 2.2(c) and (e), and following any losses from any such investment, Parent shall promptly provide additional funds replace or restore the cash so as to the Exchange Agent, ensure that there is sufficient cash for the benefit of the holders of Company Common Stock as of immediately prior to the 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 to such holders of Company Common Stock. Parent shall direct the Exchange Agent to hold the Exchange Fund for the benefit of make all such holders of Company Common Stock and to make payments from the Exchange Fund in accordance with this Section 2.02. The Exchange Fund shall not be used for any purpose other than to fund payment of the aggregate Merger Consideration pursuant to Section 2.01(c)payments.

Exchange Agent. At or prior (a) WFM shall authorize Securities Transfer Corporation to serve as exchange agent hereunder (the "Exchange Agent"). Promptly after the Effective TimeDate, Parent WFM shall deposit or shall cause to be deposited with a bank or in trust company designated by the Company and reasonably acceptable to Parent (the “Exchange Agent”), for the benefit of the holders of shares of Company Common Stock as of immediately prior to the Effective Time, for exchange in accordance with this Article II, through the Exchange Agent, sufficient funds for the payment of the aggregate Merger Consideration pursuant to Section 2.01(c) (the “Exchange Fund”). 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 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 make pay for fractional shares then known to WFM, if applicable (such paymentscash amounts and certificates being hereinafter referred to as the "Exchange Fund"). Funds made available The Exchange Agent shall, pursuant to irrevocable instructions received from WFM, pay the Merger Consideration with respect to such Converted Share as provided for in this Article 2 out of the Exchange Agent shall be 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 Fund. Any cash needed from time to principal and interest by, the United States of America with maturities of no more than thirty (30) days, pending payment thereof time by the Exchange Agent to the holders make payments for fractional shares shall be provided by WFM and shall become part 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 promptly provide additional funds to the Exchange Agent, for the benefit of the holders of Company Common Stock as of immediately prior to the 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 to such holders of Company Common Stock. Parent shall direct the Exchange Agent to hold the Exchange Fund for the benefit of such holders of Company Common Stock and to make payments from the Exchange Fund in accordance with this Section 2.02Fund. The Exchange Fund shall not be used for any purpose 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 mail and otherwise make available to each record holder (other than to fund payment holders of Dissenting Shares) who, as of the aggregate Merger Consideration Effective Date, 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 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 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 issuance 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 2.01(c).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 2.2. No dividends that are otherwise payable on WFM Common Stock will be paid to persons entitled to receive WFM Common Stock until such persons surrender their Certificates. After such surrender, there shall be paid to the person in whose name WFM Common Stock shall be issued any dividends on such WFM Common Stock that shall have a record date on or after the Effective Date and prior to such 4

Exchange Agent. At or prior Prior to the Effective TimeTime of the Mergers, Parent Playboy shall appoint Xxxxxx Trust and Savings Bank to act as exchange agent in the Mergers (the "Exchange Agent") pursuant to an exchange agent agreement on terms reasonably satisfactory to each of Playboy and the Company, for purposes of effecting the exchange for the Merger Consideration. At the Effective Time of the Mergers, Holdco shall deposit or cause to be deposited with a bank or trust company designated by the Company and reasonably acceptable to Parent (the “Exchange Agent”), for the benefit of the holders of shares of Company Common Stock as of immediately prior to the Effective Timeand Company Convertible Preferred, for exchange in accordance with this Article II2, through the Exchange Agent, sufficient funds for the payment of : (i) cash in the aggregate Merger Consideration pursuant to Section 2.01(c) (the “Exchange Fund”). 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 sufficient to make such payments. Funds made available equal to the Exchange Agent shall be invested product of (x) the Cash Consideration multiplied by (y) 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 number of shares of Company Common Stock outstanding immediately prior to the Effective Time of the Mergers (including such number of shares of Company Common Stock as the holders of Company Convertible Preferred would have been entitled to receive if such shares of Company Convertible Preferred had been converted into Company Common Stock immediately prior to the Effective Time of the Merger) (the "Aggregate Cash Consideration"), and (ii) certificates representing the aggregate number of shares of New Playboy Class B Common Stock as determined pursuant to Section 2.01(c2.2 and (iii) cash in lieu of fractional shares pursuant to Section 2.3(e)(i); provided, however, that no investment . At the Effective Time of such deposited funds shall relieve Parentthe Mergers, 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 Company shall promptly provide additional funds to deposit with the Exchange Agent, for the benefit of the holders of Company Common Stock as of immediately prior to the 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 to such holders of Company Common Stock. Parent shall direct the Exchange Agent to hold the Exchange Fund for the benefit of such holders shares of Company Common Stock and to make payments from the Exchange Fund Company Convertible Preferred, for exchange in accordance with this Article 2, through the Exchange Agent, certificates representing shares of Subco Common Stock in an amount equal to the aggregate number of shares of Company Common Stock multiplied by the Redemption Ratio and certificates representing the Subco Warrants to be issued pursuant to Section 2.022.2(b). For purposes of this Agreement, the Cash Consideration, such shares of New Playboy Class B Common Stock, cash in lieu of fractional shares of New Playboy Class B Common Stock, such shares of Subco Common Stock, together with any dividends or distributions with respect thereto, and such Subco Warrants are hereinafter referred to as the "Exchange Fund" and such shares of New Playboy Class B Common Stock and Subco Common Stock and such Subco Warrants are hereinafter collectively referred to as the "S Merger Securities". The Exchange Fund shall not be used Agent shall, pursuant to irrevocable instructions, make the payments provided for any purpose other than to fund payment in Section 2.2(b) out of the aggregate Exchange Fund. The Exchange Agent shall deliver the S Merger Consideration pursuant to Section 2.01(c)Securities out of the Exchange Fund as directed by Playboy or Holdco.

Exchange Agent. At or prior to Promptly following the Effective Time, Parent (i) HoldCo shall issue to and deposit or cause to be deposited with a bank or trust company designated by the Company and reasonably acceptable to Parent (the “Exchange Agent”)ADR Depositary, for the benefit of the holders of shares of Company Common Stock as of immediately prior to converted into the Effective Time, for exchange ADS Consideration in accordance with this Article IISection 2.01(c), through HoldCo Ordinary Shares in an amount sufficient to permit the Exchange Agent, sufficient funds for ADR Depositary to issue HoldCo ADRs representing the payment number of the aggregate Merger Consideration HoldCo ADSs issuable pursuant to Section 2.01(c) and (ii) HoldCo shall, for the benefit of the holders of the shares of Company Common Stock converted into Merger 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 HoldCo and reasonably acceptable to the Company (the “"Exchange Fund”Agent"). In , (A) certificates representing the event the Exchange Fund shall be insufficient to make the payment number of the aggregate duly authorized whole Merger Consideration pursuant to Ordinary Shares issuable in accordance with Section 2.01(c), Parent shall promptly depositand (B) an amount of cash equal to the aggregate amount payable in lieu of fractional HoldCo ADSs and Merger Ordinary Shares in accordance with Section 2.03(e) (such cash, certificates representing Merger Ordinary Shares and HoldCo ADRs representing HoldCo ADSs, together with any dividends or cause distributions with respect thereto being hereinafter referred to as the "Exchange Fund"), to be deposited, additional funds with held for the Exchange Agent in an amount sufficient to make such payments. Funds made available benefit of and distributed to the holders of Converted Shares in accordance with this Section. The Exchange Agent shall agree to hold such Merger Ordinary Shares and funds for delivery as contemplated by this Section and upon such additional terms as may be invested agreed upon by the Exchange Agent, as directed by the Surviving Corporation, in direct short-term obligations of, or direct short-term obligations fully guaranteed as Company and HoldCo. HoldCo shall cause the ADR Depositary to principal issue through and interest by, upon the United States instructions 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 promptly provide additional funds to the Exchange Agent, for the benefit of the holders of shares of the Company Common Stock as of immediately prior to converted into the 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 ADS Consideration to such holders of Company Common Stock. Parent shall direct the Exchange Agent to hold the Exchange Fund for the benefit of such holders of Company Common Stock and to make payments from the Exchange Fund in accordance with this Section 2.02. The Exchange Fund shall not be used for any purpose other than to fund payment 2.01(c), HoldCo ADRs representing the number of the aggregate Merger Consideration HoldCo ADSs issuable pursuant to Section 2.01(c). Neither HoldCo, ScottishPower, their respective affiliates nor holders of Converted Shares 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. Any interest and other income resulting from such investments shall promptly be paid to the Surviving Corporation.

Exchange Agent. At or prior to Promptly following the Effective Time, (i) Parent shall issue to and deposit or cause to be deposited with a bank or trust company designated by the Company and reasonably acceptable to Parent (the “Exchange Agent”)ADR Depositary, for the benefit of the holders of shares of Company Common Stock as of immediately prior to converted into the Effective Time, for exchange ADS Consideration in accordance with this Article IISection 2.01(c), through Parent Ordinary Shares in an amount sufficient to permit the Exchange Agent, sufficient funds for ADR Depositary to issue Parent ADRs representing the payment number of the aggregate Merger Consideration Parent ADSs issuable pursuant to Section 2.01(c) and (ii) Parent shall, for the benefit of the holders of the shares of Company Common Stock converted into Merger 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 Fund”Agent"). In , (A) certificates representing the event the Exchange Fund shall be insufficient to make the payment number of the aggregate duly authorized whole Merger Consideration pursuant to Ordinary Shares issuable in accordance with Section 2.01(c), and (B) an amount of cash equal to the aggregate amount payable in lieu of fractional Parent shall promptly depositADSs and Merger Ordinary Shares in accordance with Section 2.03(e) (such cash, certificates representing Merger Ordinary Shares and Parent ADRs representing Parent ADSs, together with any dividends or cause distributions with respect thereto being hereinafter referred to as the "Exchange Fund"), to be deposited, additional funds with held for the Exchange Agent in an amount sufficient to make such payments. Funds made available benefit of and distributed to the holders of Converted Shares in accordance with this Section. The Exchange Agent shall agree to hold such Merger Ordinary Shares and funds for delivery as contemplated by this Section and upon such additional terms as may be invested agreed upon 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 Company 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 promptly provide additional funds cause the ADR 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 as of immediately prior to converted into the 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 ADS Consideration to such holders of Company Common Stock. Parent shall direct the Exchange Agent to hold the Exchange Fund for the benefit of such holders of Company Common Stock and to make payments from the Exchange Fund in accordance with this Section 2.02. The Exchange Fund shall not be used for any purpose other than to fund payment 2.01(c), Parent ADRs representing the number of the aggregate Merger Consideration Parent ADSs issuable pursuant to Section 2.01(c). Neither Parent, Parent's affiliates nor holders of Converted Shares 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. Any interest and other income resulting from such investments shall promptly be paid to the Surviving Corporation.

Exchange Agent. At or prior to the Effective Time, Parent shall deposit or cause to be deposited with designate a reputable bank or trust company designated by to act as the Company paying and exchange agent (the identity and terms of designation and appointment of which shall be reasonably acceptable to Parent the Company) for purposes of delivering or causing to be delivered to each holder of Company Shares the Stock Consideration that such holder shall become entitled to receive with respect to such holder’s Company Shares pursuant to the Merger (the “Exchange Agent”). Parent shall pay, for or cause to be paid, the benefit fees and expenses of the holders of shares of Company Common Stock as of immediately Exchange Agent. At or prior to the Effective Time, for exchange Parent shall deposit, or cause to be deposited, with the Exchange Agent (i) evidence of a number of shares of Parent Common Stock in accordance book-entry form equal to the Stock Consideration and (ii) cash sufficient to make payments in lieu of any fractional shares of Parent Common Stock pursuant to Section 2.8 (such evidence of book-entry shares of Parent Common Stock and cash deposited with this Article II, through the Exchange Agent, sufficient funds for the payment of the aggregate Merger Consideration pursuant to Section 2.01(c) (collectively, the “Exchange Fund”), to which holders of Company Shares shall be entitled at the Effective Time pursuant to this Agreement. In the event the cash portion of the Exchange Fund shall be insufficient to make the payment cash payments in lieu of the aggregate Merger Consideration pursuant to Section 2.01(c)any fractional shares of Parent Common Stock, Parent shall promptly deposit, or cause to be deposited, additional funds with the Exchange Agent in an amount such additional funds to ensure that the Exchange Agent has sufficient funds to make such payments. Funds made available In addition, Parent shall deposit or cause to be deposited with the Exchange Agent, as necessary from time to time after the Effective Time, any dividends or other distributions, if any, to which the holders of Company Shares may be entitled pursuant to Section 2.9, with both a record and payment date after the Effective Time and prior to the surrender of the Company Shares in exchange for such Parent Common Stock. If requested by Parent, the cash portion of the Exchange Agent Fund shall be invested by the Exchange Agent, 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) daysParent, pending payment thereof by the Exchange Agent to the holders of shares of the Company Common Stock pursuant to Section 2.01(c)Shares; provided, however, that any such investments shall be in obligations of, or guaranteed by, the United States government or rated A-1 or P-1 or better by Mxxxx’x Investor Service, Inc. or Standard & Poor’s Corporation, respectively. Earnings from such investments shall be the sole and exclusive property of the Surviving Corporation, and no investment part of such deposited funds earnings 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 promptly provide additional funds accrue to the Exchange Agent, for the benefit of the holders of Company Common Stock as of immediately prior to the Effective Time, in the amount of such losses, which additional funds will be held and disbursed in the same manner as funds initially deposited Shares. Any losses with the Exchange Agent for payment of the aggregate Merger Consideration respect to such investments shall have no effect upon amounts payable or other consideration due to holders of Company Common Stock. Parent shall direct the Exchange Agent to hold the Exchange Fund for the benefit of such holders of Company Common Stock and to make payments from the Exchange Fund in accordance with this Section 2.02. The Exchange Fund shall not be used for Shares or any purpose other than to fund payment of the aggregate Merger Consideration pursuant to Section 2.01(c)Person hereunder.

Exchange Agent. At or prior to before the Effective Time, Parent shall deposit or cause to be deposited with appoint a commercial bank or trust company designated by the Company and reasonably acceptable to Parent (the “Exchange Agent”) (which entity shall be reasonably acceptable to the Company) to act as exchange agent hereunder and make available or cause to be made available to the Exchange Agent certificates or, at Parent’s option, evidence of shares in book entry form (each, a “New Certificate”), for representing the benefit of the holders of shares of Company Parent Common Stock as of immediately prior to the Effective Time, for exchange in accordance with this Article II, through the Exchange Agent, sufficient funds for the payment of the aggregate Merger Consideration issuable pursuant to Section 2.01(c2.1(a) in exchange for Company Common Stock, the shares of Parent Preferred Stock issuable pursuant to Section 2.1(b) in exchange for Company Series A Preferred Stock and the shares of Parent Preferred Stock issuable pursuant to Section 2.1(c) in exchange for Company Series B Preferred Stock (each, a “New Share”) and cash in amounts sufficient to allow the Exchange Agent to make all deliveries of New Certificates and payments that may be required in exchange for Old Certificates pursuant to this Article II (collectively, the “Exchange Fund”). In the event Any portion of the Exchange Fund shall be insufficient to make that remains unclaimed by the payment stockholders of the aggregate Merger Consideration Company as of the first anniversary of the Effective Time may, to the extent permitted by applicable law, be paid to Parent. In such event, any holder of Old Certificates who has not theretofore exchanged his or her Old Certificates for New Certificates and/or cash in lieu of fractional shares pursuant to Section 2.01(c)this Article II shall thereafter be entitled to look exclusively to Parent, and only as a general creditor thereof in the case of cash in lieu of fractional shares, for the shares of Parent shall promptly depositCommon Stock and/or Parent Preferred Stock and/or cash in lieu of fractional shares to which he or she may be entitled upon exchange of such Old Certificates pursuant to this Article II, or cause to be depositedin each case, additional funds with without any interest thereon. Notwithstanding the foregoing, neither the Exchange Agent in an amount sufficient to make such payments. Funds made available to the Exchange Agent nor any party hereto shall be 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 liable to principal and interest by, the United States any holder of America with maturities of no more than thirty (30) days, pending payment thereof by the Exchange Agent Old Certificates for any amount properly delivered to the holders of shares of Company Common Stock a public official pursuant to Section 2.01(c); providedapplicable abandoned property, however, that no investment of such deposited funds shall relieve Parent, the Surviving Corporation escheat 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 promptly provide additional funds to the Exchange Agent, for the benefit of the holders of Company Common Stock as of immediately prior to the 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 to such holders of Company Common Stock. Parent shall direct the Exchange Agent to hold the Exchange Fund for the benefit of such holders of Company Common Stock and to make payments from the Exchange Fund in accordance with this Section 2.02. The Exchange Fund shall not be used for any purpose other than to fund payment of the aggregate Merger Consideration pursuant to Section 2.01(c)similar laws.

Exchange Agent. At or Immediately prior to the Effective TimeTime on the Closing Date, Parent or Merger Sub shall deposit or shall cause to be deposited with a bank nationally recognized financial institution or trust company designated selected by the Company Parent and reasonably acceptable to Parent the Company to serve as the exchange agent (the “Exchange Agent”), for the benefit of the holders of shares of Company Common Stock as of immediately prior to the Effective TimeEligible Shares, for exchange in accordance with this Article II3, through (i) an aggregate number of duly authorized, validly issued and fully paid and non-assessable Parent Common Shares to be issued in uncertificated or book-entry form comprising the number of Parent Common Shares required to be issued pursuant to Section 3.1(a), and (ii) an aggregate amount of cash comprising a good faith estimate of the amount required to be delivered pursuant to Section 3.2(e). In addition, Parent shall deposit or cause to be deposited with the Exchange Agent, sufficient funds for as necessary from time to time after the payment Effective Time, any dividends or other distributions, if any, to which the holders of the aggregate Merger Consideration Eligible Shares may be entitled pursuant to Section 2.01(c3.2(c) (with both a record and payment date after the Effective Time and prior to the surrender of such Eligible Shares. Such Parent Common Shares, cash in lieu of any fractional shares payable pursuant to Section 3.2(e) and the amount of any dividends or other distributions deposited with the Exchange Agent pursuant to this Section 3.2(a) 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 provided for in this Agreement and shall be held in trust for the benefit of the holders of Eligible Shares, subject to Section 3.2(f). In the event that the Exchange Fund shall be insufficient to make the payment of the aggregate Merger Consideration pursuant to payments contemplated by this Section 2.01(c)3.2, Parent 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 cash portion of the Exchange Agent Fund shall be invested by the Exchange Agent, Agent as directed by Parent or the Surviving Corporation, in direct short-term obligations of, or direct short-term obligations fully guaranteed as to principal Entity. Interest and interest by, the United States of America with maturities of no more than thirty (30) days, pending payment thereof by other income on the Exchange Agent Fund shall be the sole and exclusive property of Parent and the Surviving Entity and shall be paid to Parent or the holders of shares of Company Common Stock pursuant to Section 2.01(c); provided, however, that no Surviving Entity as Parent directs. No investment of such deposited funds the cash portion of the Exchange Fund shall relieve Parent, the Surviving Corporation Entity or the Exchange Agent from promptly making the payment of the aggregate Merger Consideration as payments required by Section 2.01(c)this Article 3, and and, following any losses from any such investment, Parent shall promptly provide additional funds to the Exchange Agent, Agent to the extent necessary to satisfy Parent’s obligations hereunder for the benefit of the holders each holder of Company Common Stock as record of immediately prior to Eligible Shares at the 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 deemed to be part of the Exchange Agent for payment of the aggregate Merger Consideration to such holders of Company Common Stock. Parent shall direct the Exchange Agent to hold the Exchange Fund for the benefit of such holders of Company Common Stock and to make payments from the Exchange Fund in accordance with this Section 2.02. The Exchange Fund shall not be used for any purpose other than to fund payment of the aggregate Merger Consideration pursuant to Section 2.01(c)Fund.

Exchange Agent. At (a) Harbinger shall authorize First Union National Bank of North Carolina to serve as exchange agent hereunder (the "Exchange Agent"). Promptly after the Effective Time, Harbinger shall deposit or shall cause to be deposited in trust with the Exchange Agent certificates representing the number of whole shares of Harbinger Common Stock to which the holders of Premenos Common Stock (other than treasury shares and other than Harbinger or a direct or indirect subsidiary of Harbinger) are entitled pursuant to Section 2.1, together with cash sufficient to pay for fractional shares then known to Harbinger pursuant to Section 2.2 (such cash amounts and certificates being hereinafter referred to as the "Exchange Fund"). The Exchange Agent shall, pursuant to irrevocable instructions received from Harbinger, deliver the number of shares and pay the amounts of cash provided for in Sections 2.1 and 2.2 out of the Exchange Fund. Additional amounts of cash, if any, needed from time to time by the Exchange Agent to make payments for fractional shares shall be provided by Harbinger and shall become part of the Exchange Fund. (b) As soon as is reasonably practicable after the Effective Time, the Exchange Agent shall make available to each record holder (other than treasury shares and other than Harbinger or a direct or indirect subsidiary of Harbinger) who, as of the Effective Time, was a holder of an outstanding certificate or certificates which immediately prior to the Effective TimeTime represented shares of Premenos Common Stock (the "Certificate" or "Certificates"), Parent a form of letter of transmittal and instructions for use in effecting the surrender of the Certificates for payment therefor and conversion thereof. Delivery shall deposit 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 (i) one or cause more certificates as requested by the holder (properly issued, executed and countersigned, as appropriate) representing that number of whole shares of Harbinger Common Stock to which such holder of Premenos Common Stock shall have become entitled pursuant to the provisions of Section 2.1, and (ii) as to any fractional share, a check representing the cash consideration to which such holder shall have become entitled pursuant to Section 2.1, and the Certificate so surrendered shall forthwith be canceled. No interest will be paid or accrued on the cash payable upon the surrender of the Certificates. If any portion of the consideration to be deposited with received pursuant to Sections 2.1 and 2.2 upon exchange of a bank Certificate (whether a certificate representing shares of Harbinger Common Stock or trust company designated a check representing cash for a fractional share) 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 the Company and reasonably acceptable to Parent (the “Exchange Agent”), for the benefit reason of the holders issuance of a certificate representing shares of Harbinger Common Stock or a check representing cash for a fractional share 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 Time until surrender in accordance with the provisions of this Section 2.4, each Certificate shall represent for all purposes only the right to receive the consideration provided in Sections 2.1 and 2.2. All payments in respect of shares of Company Premenos Common Stock that are made in accordance with the terms hereof shall be deemed to have been made in full satisfaction of all rights pertaining to such securities. (c) In the case of any lost, mislaid, stolen or destroyed Certificate, the holder may be required, as a condition precedent to delivery to such holder of the consideration described in Sections 2.1 and 2.2, to deliver to Harbinger a bond in such reasonable sum or a reasonably satisfactory indemnity agreement as Harbinger A-12 13 may direct as indemnity against any claim that may be made against Harbinger or the Surviving Corporation with respect to the Certificate alleged to have been lost, mislaid, stolen or destroyed. (d) After the Effective Time, there shall be no transfers on the stock transfer books of the Surviving Corporation of the shares of Premenos Common Stock that were outstanding immediately prior to the Effective Time. If, for exchange in accordance with this Article II, through the Exchange Agent, sufficient funds for the payment of the aggregate Merger Consideration pursuant to Section 2.01(c) (the “Exchange Fund”). 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 sufficient to make such payments. Funds made available to the Exchange Agent shall be 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 promptly provide additional funds to the Exchange Agent, for the benefit of the holders of Company Common Stock as of immediately prior to after the Effective Time, Certificates are presented to the Surviving Corporation for transfer, they shall be canceled and exchanged for the consideration described in Sections 2.1 and 2.2. (e) Any shares of Harbinger Common Stock or cash due former Premenos Stockholders pursuant to Sections 2.1 and 2.2 that remains unclaimed by such former Premenos Stockholder for six months after the amount of such losses, which additional funds will Effective Time shall be held by Harbinger; and disbursed in the same manner as funds initially deposited any former Premenos Stockholder who has not prior to those dates complied with the Exchange Agent Section 2.4(b) can thereafter look only to Harbinger for payment issuance of the aggregate Merger Consideration to such holders number of Company Common Stock. Parent shall direct the Exchange Agent to hold the Exchange Fund for the benefit shares of such holders of Company Harbinger Common Stock and other consideration to make payments from which such holder has become entitled pursuant to the Exchange Fund in accordance with provisions of Sections 2.1 and 2.2; except that neither Harbinger nor any other party to this Section 2.02. The Exchange Fund Agreement shall not be used liable to a former Premenos Stockholder for any purpose other than amount required to fund payment of the aggregate Merger Consideration be paid to a public official pursuant to any applicable abandoned property, escheat or similar law. Section 2.01(c)2.5.

Exchange Agent. At or prior to before the Effective Time, Parent CCFNB shall deposit (i) appoint an Exchange Agent, (ii) make available or cause to be deposited with a bank or trust company designated by the Company and reasonably acceptable to Parent (the “Exchange Agent”), for the benefit of the holders of shares of Company Common Stock as of immediately prior to the Effective Time, for exchange in accordance with this Article II, through the Exchange Agent, sufficient funds for the payment of the aggregate Merger Consideration pursuant to Section 2.01(c) (the “Exchange Fund”). 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 sufficient to make such payments. Funds made available to the Exchange Agent shall certificates or, at CCFNB's option, evidence of shares in book entry form (each, a "New Certificate"), representing the shares of CCFNB Common Stock (each, a "New Share") sufficient to allow the Exchange Agent to make all deliveries of New Certificates that will be invested by required in exchange for Old Certificates pursuant to this Article II; and (iii) deposit with 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 promptly provide additional funds to the Exchange Agent, trust for the benefit of the holders of Company CFC Common Stock that would otherwise be entitled to receive fractional shares of CCFNB Common Stock, sufficient cash to make all payments that may be required pursuant to Section 2.2 (collectively, the "Exchange Fund"). Any portion of the Exchange Fund that remains unclaimed by the shareholders of CFC as of immediately prior the first anniversary of the Effective Time may, to the extent permitted by applicable law, be paid to CCFNB. In such event, any holder of Old Certificates who has not theretofore exchanged his or her Old Certificates for New Certificates shall thereafter be entitled to look exclusively to CCFNB for the shares of CCFNB Common Stock to which he or she may be entitled upon exchange of such Old Certificates pursuant to this Article II, in each case, without any interest thereon. In the event that any Old Certificates are not surrendered for exchange within two (2) years of the Effective Time, CCFNB may sell such unclaimed New Shares of CCFNB Common Stock, in which event the amount sole right of such lossesthe holders of the unsurrendered Old Certificates shall be the right to collect the net sale proceeds held for their account by CCFNB. Notwithstanding the foregoing, which additional funds will be held and disbursed in the same manner as funds initially deposited with neither the Exchange Agent nor any party hereto, shall be liable to any holder of Old Certificates for payment any shares of the aggregate Merger Consideration to such holders of Company Common Stock. Parent shall direct the Exchange Agent to hold the Exchange Fund for the benefit of such holders of Company CCFNB Common Stock and to make payments or the proceeds from the Exchange Fund in accordance with this Section 2.02. The Exchange Fund shall not be used for any purpose other than sale of unclaimed New Shares properly delivered to fund payment of the aggregate Merger Consideration a public official pursuant to Section 2.01(c)applicable abandoned property, escheat or similar laws.

Exchange Agent. Prior to the Closing Date, the Company shall designate a bank or trust company to act as agent (the “Exchange Agent”) for the payment of the Merger Consideration in accordance with this Article II and, in connection therewith, the Company and Delaware Purchaser shall, prior to the Closing Date, enter into an agreement with the Exchange Agent in a form reasonably acceptable to the Company. At or prior to the Effective Time, Parent Merger Sub or Delaware Purchaser shall deposit or cause to be deposited with a bank or trust company designated by the Company and reasonably acceptable to Parent (the “Exchange Agent”), for the benefit of the holders of shares of Company Common Stock as of immediately prior to the Effective Time, for exchange in accordance with this Article II, through the Exchange AgentAgent certificates or, at the Company’s option, shares in book-entry form, representing a number of Bermuda Holdco Shares and an amount of cash sufficient funds for the payment of to pay the aggregate Merger Consideration pursuant to Section 2.01(c) (such Bermuda Holdco Shares and cash that are so deposited, the “Exchange Fund”). In the event Pending its disbursement in accordance with this Section 2.02, any cash in 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 sufficient to make such payments. Funds made available to the Exchange Agent shall be invested by the Exchange Agent, Agent as directed by Delaware Purchaser in (i) short-term direct obligations of the Surviving CorporationUnited States of America, in direct (ii) short-term obligations of, or direct short-term obligations fully guaranteed as to principal for which the full faith and interest by, credit of the United States of America is pledged to provide for the payment of principal and interest, (iii) short-term commercial paper rated the highest quality by either Xxxxx’x Investors Service, Inc. or Standard and Poor’s Ratings Services or (iv) certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with maturities of no more than thirty (30) dayscapital exceeding $5 billion. Delaware Purchaser shall promptly replace or restore, pending payment thereof by or shall cause the Surviving Corporation promptly to replace or restore, the cash in the Exchange Fund so as to ensure that the Exchange Fund is at all times maintained at a level sufficient for the Exchange Agent to the holders make all payments of shares of Company Common Stock pursuant to Section 2.01(c); provided, however, that no Merger Consideration in accordance herewith. No investment losses resulting from investment of such deposited the 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 promptly provide additional funds to the Exchange Agent, for the benefit of the holders of Company Common Stock as of immediately prior to the 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 shall diminish the rights of any former holder of Company Shares to receive the aggregate Merger Consideration to such holders of Company Common Stock. Parent shall direct the Exchange Agent to hold the Exchange Fund for the benefit of such holders of Company Common Stock and to make payments from the Exchange Fund in accordance with this Section 2.02. The Exchange Fund shall not be used for any purpose other than to fund payment of the aggregate Merger Consideration pursuant to Section 2.01(c)pertaining thereto as provided herein.

Exchange Agent. At or prior to the Effective Time, Parent The Purchaser shall deposit with the Purchaser’s transfer agent (Wachovia Bank, National Association) or cause to be deposited with a bank or trust company designated by the Company Purchaser and reasonably acceptable to Parent the Company and WFS (the “Exchange Agent”), for the benefit of the holders of the outstanding shares of Company Common Stock as of immediately prior to the Effective TimeStock, for exchange in accordance with this the provisions of Article II, II through the Exchange Agent, sufficient funds for certificates or, at the payment Purchaser’s option, evidence of the aggregate Merger Consideration shares in book entry form, representing Purchaser Shares issuable pursuant to Section 2.01(c2.5(e)(i) as of the Parent Effective Time, as well as cash, from time to time as required to make payments in lieu of any fractional shares pursuant to Section 2.6(e)(i) (such cash and certificates or book entry evidence for Purchaser Shares, together with any dividends or distributions with respect thereto, being hereinafter referred to as the “Parent Exchange Fund”). 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 sufficient to make such payments. Funds made available to the Exchange Agent shall be 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 The Subsidiary 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 promptly provide additional funds to deposit with the Exchange Agent, for the benefit of the holders of Company the outstanding shares of WFS Common Stock Stock, for exchange in accordance with the provisions of Article II through the Exchange Agent, certificates or, at the Subsidiary Surviving Corporation’s option, evidence of shares in book entry form, representing Purchaser Shares distributable pursuant to Section 2.5(e)(ii) as of immediately the Subsidiary Effective Time (such certificates or book entry evidence for Purchaser Shares, together with any dividends or distributions paid by the Purchaser with respect thereto and the cash paid by WFS in accordance with the following sentence, being hereinafter referred to as the “Subsidiary Exchange Fund” and, together with the Parent Exchange Fund, the “Exchange Funds”). Immediately prior to the Subsidiary Effective Time, in WFS shall deposit into the amount of such lossesSubsidiary Exchange Fund, 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 to such holders of Company Common Stock. Parent shall direct the Exchange Agent to hold the Exchange Fund for the benefit of such the holders of Company the outstanding shares of WFS Common Stock Stock, an estimated amount of cash, and after the Subsidiary Effective Time, the Subsidiary Surviving Corporation shall deposit into the Subsidiary Exchange Fund, for the benefit of the holders of any outstanding shares of WFS Common Stock, cash as required from time to time, in each case, to make payments from the Exchange Fund in accordance with this lieu of any fractional shares pursuant to Section 2.022.6(e)(ii). The Exchange Fund Agent shall, pursuant to irrevocable instructions, deliver the Parent Merger Consideration and the Subsidiary Merger Consideration contemplated to be paid pursuant to Section 2.5(e) out of the relevant Exchange Fund. Except as contemplated by Section 2.6(f), the Exchange Funds shall not be used for any purpose other than to fund payment of the aggregate Merger Consideration pursuant to Section 2.01(c)purpose.

Exchange Agent. Prior to the Closing Date, Parent and the Company shall jointly designate a bank or trust company to act as agent (the “Exchange Agent”) for the payment of the Merger Consideration in accordance with this Article II and, in connection therewith, the Company and Parent shall, prior to the Closing Date, enter into an agreement with the Exchange Agent in a form reasonably acceptable to the Company and Parent. At or prior to the Effective Time, Merger Sub or Parent shall deposit or cause to be deposited with a bank or in trust company designated by the Company and reasonably acceptable to Parent (the “Exchange Agent”), for the benefit of the holders of shares of Company Common Stock as of immediately prior to the Effective TimeShares, for exchange in accordance with this Article IISection 2.01, through with the Exchange AgentAgent certificates or, sufficient funds for at the payment Company’s option, shares in book-entry form, representing a number of Parent Ordinary Shares equal to the aggregate Merger Consideration pursuant to Section 2.01(c) (such Parent Ordinary Shares so deposited, the “Exchange Fund”). In the event the Exchange Fund shall be insufficient Parent agrees 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 sufficient to make such payments. Funds made available to the Exchange Agent from time to time as needed, cash sufficient to pay any dividends and other distributions pursuant to Section 2.05. Pending its disbursement in accordance with this Section 2.02, any cash in the Exchange Fund shall be invested by the Exchange Agent, Agent as directed by Parent in (i) short-term direct obligations of the Surviving CorporationUnited States of America, in direct (ii) short-term obligations of, or direct short-term obligations fully guaranteed as to principal for which the full faith and interest by, credit of the United States of America is pledged to provide for the payment of principal and interest, (iii) short-term commercial paper rated the highest quality by either Xxxxx’x Investors Service, Inc. or Standard and Poor’s Ratings Services or (iv) certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with maturities of no more than thirty (30) dayscapital exceeding $5 billion. Parent shall promptly replace or restore, pending payment thereof by or shall cause the Surviving Corporation promptly to replace or restore, the cash in the Exchange Fund so as to ensure that the Exchange Fund is at all times maintained at a level sufficient for the Exchange Agent to the holders make all payments of shares of Company Common Stock any dividends and other distributions pursuant to Section 2.01(c); provided, however, that no 2.05. No investment losses resulting from investment of such deposited the 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 promptly provide additional funds to the Exchange Agent, for the benefit of the holders of Company Common Stock as of immediately prior to the 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 shall diminish the rights of the aggregate Merger Consideration to such holders any former holder of Company Common Stock. Parent shall direct Shares to receive the Exchange Agent to hold the Exchange Fund for the benefit of such holders of Company Common Stock and to make payments from the Exchange Fund in accordance with this Section 2.02. The Exchange Fund shall not be used for any purpose other than to fund payment of the aggregate Merger Consideration pursuant to Section 2.01(c)pertaining thereto as provided herein.

Exchange Agent. At or prior to before the Effective Time, Parent shall deposit or cause to be deposited with appoint a commercial bank or trust company designated by the Company and reasonably acceptable to Parent (the “Exchange Agent”) (which entity shall be reasonably acceptable to the Company) to act as exchange agent hereunder and make available or cause to be made available to the Exchange Agent certificates or, at Parent’s option, evidence of shares in book entry form (each, a "New Certificate”), for representing the benefit of the holders of shares of Company Parent Common Stock as of immediately prior to the Effective Time, for exchange in accordance with this Article II, through the Exchange Agent, sufficient funds for the payment of the aggregate Merger Consideration issuable pursuant to Section 2.01(c2.1(a) in exchange for Company Common Stock, the shares of Parent Preferred Stock issuable pursuant to Section 2.1(b) in exchange for Company Series A Preferred Stock and the shares of Parent Preferred Stock issuable pursuant to Section 2.1(c) in exchange for Company Series B Preferred Stock (each, a “New Share”) and cash in amounts sufficient to allow the Exchange Agent to make all deliveries of New Certificates and payments that may be required in exchange for Old Certificates pursuant to this Article II (collectively, the “Exchange Fund”). In the event Any portion of the Exchange Fund shall be insufficient to make that remains unclaimed by the payment stockholders of the aggregate Merger Consideration Company as of the first anniversary of the Effective Time may, to the extent permitted by applicable law, be paid to Parent. In such event, any holder of Old Certificates who has not theretofore exchanged his or her Old Certificates for New Certificates and/or cash in lieu of fractional shares pursuant to Section 2.01(c)this Article II shall thereafter be entitled to look exclusively to Parent, and only as a general creditor thereof in the case of cash in lieu of fractional shares, for the shares of Parent shall promptly depositCommon Stock and/or Parent Preferred Stock and/or cash in lieu of fractional shares to which he or she may be entitled upon exchange of such Old Certificates pursuant to this Article II, or cause to be depositedin each case, additional funds with without any interest thereon. Notwithstanding the foregoing, neither the Exchange Agent in an amount sufficient to make such payments. Funds made available to the Exchange Agent nor any party hereto shall be 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 liable to principal and interest by, the United States any holder of America with maturities of no more than thirty (30) days, pending payment thereof by the Exchange Agent Old Certificates for any amount properly delivered to the holders of shares of Company Common Stock a public official pursuant to Section 2.01(c); providedapplicable abandoned property, however, that no investment of such deposited funds shall relieve Parent, the Surviving Corporation escheat 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 promptly provide additional funds to the Exchange Agent, for the benefit of the holders of Company Common Stock as of immediately prior to the 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 to such holders of Company Common Stock. Parent shall direct the Exchange Agent to hold the Exchange Fund for the benefit of such holders of Company Common Stock and to make payments from the Exchange Fund in accordance with this Section 2.02. The Exchange Fund shall not be used for any purpose other than to fund payment of the aggregate Merger Consideration pursuant to Section 2.01(c)similar laws.

Exchange Agent. At or prior From time to time following the Effective Time, as required by subsections (b) and (c) below, Parent shall deposit or cause to be deposited in trust with a bank ChaseMellon, or trust company designated such other agent or agents as may be appointed by the Company and reasonably acceptable to Parent (the “Exchange Agent”), for "EXCHANGE AGENT") the benefit aggregate cash portion of the Merger Consideration to which holders of shares of Company Common Stock as of immediately prior Shares shall be entitled at the Effective Time pursuant to the Effective Time, for exchange in accordance with this Article II, through provisions of Section 1.8 (the "PAYMENT FUND"). Parent shall cause the Exchange Agent, sufficient funds for the payment of the aggregate Merger Consideration pursuant to Section 2.01(c) (the “Exchange Fund”). In the event the Exchange Fund shall be insufficient Agent to make the payment payments provided for in Section 1.8 out 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 sufficient to make such paymentsPayment Fund. Funds made available to the The Exchange Agent shall be invested invest undistributed portions of the Payment Fund as Parent directs in obligations of or guaranteed 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 America, in commercial paper obligations receiving the highest investment grade rating from both Moodx'x Xxxestor Services, Inc. and Standard & Poor's Corporation, or in certificates of deposit, bank repurchase agreements or banker's acceptances of commercial banks with maturities of no more than thirty capital exceeding $1 billion (30) dayscollectively, pending payment thereof by the Exchange Agent to the holders of shares of Company Common Stock pursuant to Section 2.01(c"PERMITTED INVESTMENTS"); provided, however, that no investment the maturities of Permitted Investments shall be 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 promptly provide additional funds to the Exchange Agent, for the benefit of the holders of Company Common Stock as of immediately prior to the 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 to such holders of Company Common Stock. Parent shall direct permit the Exchange Agent to hold the Exchange Fund for the benefit of such make prompt payment to former holders of Company Common Stock Shares entitled thereto as contemplated by the provisions of this Article I. Parent shall cause the Payment Fund to 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 Parent as and when requested by Parent. If for any reason (including losses) the Payment Fund is inadequate to make payments from pay the Exchange Fund amounts to which holders of Shares shall be entitled under the provisions of this Article I, Parent shall in accordance with this Section 2.02any event be liable for payment thereof. The Exchange Payment Fund shall not be used for any purpose other than to fund payment of the aggregate except as expressly provided in this Agreement. If any Merger Consideration deposited with the Exchange Agent for purposes of paying for the Shares pursuant to Section 2.01(c).the provisions of this Article I remains unclaimed following the expiration of one year after the Effective Time, such Merger Consideration (together with

Exchange Agent. At or prior Prior to the Effective Time, Parent shall deposit or cause to be deposited with a bank nationally recognized financial institution or trust company designated selected by Parent with the Company and reasonably acceptable Company’s prior approval (which approval shall not be unreasonably withheld, conditioned or delayed) to Parent serve as the exchange agent (the “Exchange Agent”), for the benefit of the holders of shares of Company Common Stock as tendered in the Canadian Offer and Eligible Shares, (a) an aggregate number of immediately prior to the Effective Time, for exchange in accordance with this Article II, through the Exchange Agent, sufficient funds for the payment shares of the aggregate Merger Consideration pursuant to Section 2.01(c) (the “Exchange Fund”). 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 Common Stock to be deposited, additional funds with issued in uncertificated form or book-entry form comprising the Exchange Agent amounts required to be delivered in an amount sufficient to make such payments. Funds made available to the Exchange Agent shall be 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 respect 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 1.8 and Section 2.01(c)2.1, and following any losses from any such investment(b) an aggregate amount of cash comprising approximately the amount required to be delivered pursuant to Section 3.5. In addition, Parent shall promptly provide additional funds deposit or cause to be deposited with the Exchange Agent, for the benefit of the holders of Company Common Stock as of immediately prior necessary from time to time after the Effective Time, any dividends or other distributions, if any, to which the holders of Eligible Shares may be entitled pursuant to Section 3.3 with both a record and payment date after the Effective Time and prior to the surrender of such Eligible Shares Such shares of Parent Common Stock, cash in lieu of any fractional shares payable pursuant to Section 3.5 and the amount of such losses, which additional funds will be held and disbursed in the same manner as funds initially any dividends or other distributions deposited with the Exchange Agent for payment of the aggregate Merger Consideration pursuant to such holders of Company Common Stock. Parent shall direct the Exchange Agent to hold the Exchange Fund for the benefit of such holders of Company Common Stock and to make payments from the Exchange Fund in accordance with this Section 2.02. 3.1 are referred to collectively in this Agreement as the “Exchange Fund.” The Exchange Fund shall not be used for any purpose other than to fund payment for the purpose expressly provided for in this Agreement. The cash portion of the aggregate Exchange Fund shall be invested by the Exchange Agent as reasonably directed by Parent. Any interest and other income resulting from such 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 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 fully satisfy such cash payment obligations. No investment losses resulting from investment of the Exchange Fund shall diminish the rights of any former holder of Eligible Shares to receive the Merger Consideration pursuant to Section 2.01(c)as provided in this Agreement.

Exchange Agent. At or prior to Promptly following the Effective Time, Parent (i) HoldCo shall issue to and deposit or cause to be deposited with a bank or trust company designated by the Company and reasonably acceptable to Parent (the “Exchange Agent”)ADR Depositary, for the benefit of the holders of shares of Company Common Stock as of immediately prior to converted into the Effective Time, for exchange ADS Consideration in accordance with this Article IISection 2.01(c), through HoldCo Ordinary Shares in an amount sufficient to permit the Exchange Agent, sufficient funds for ADR Depositary to issue HoldCo ADRs representing the payment number of the aggregate Merger Consideration HoldCo ADSs issuable pursuant to Section 2.01(c) and (ii) HoldCo shall, for the benefit of the holders of the shares of Company Common Stock converted into Merger 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 HoldCo and reasonably acceptable to the Company (the “Exchange Fund”"EXCHANGE AGENT"). In , (A) certificates representing the event the Exchange Fund shall be insufficient to make the payment number of the aggregate duly authorized whole Merger Consideration pursuant to Section Ordinary Shares issuable in accordance with SECTION 2.01(c), Parent shall promptly depositand (B) an amount of cash equal to the aggregate amount payable in lieu of fractional HoldCo ADSs and Merger Ordinary Shares in accordance with SECTION 2.03(e) (such cash, certificates representing Merger Ordinary Shares and HoldCo ADRs representing HoldCo ADSs, together with any dividends or cause distributions with respect thereto being hereinafter referred to as the "EXCHANGE FUND"), to be deposited, additional funds with held for the Exchange Agent in an amount sufficient to make such payments. Funds made available benefit of and distributed to the holders of Converted Shares in accordance with this Section. The Exchange Agent shall agree to hold such Merger Ordinary Shares and funds for delivery as contemplated by this Section and upon such additional terms as may be invested agreed upon by the Exchange Agent, as directed by the Surviving Corporation, in direct short-term obligations of, or direct short-term obligations fully guaranteed as Company and HoldCo. HoldCo shall cause the ADR Depositary to principal issue through and interest by, upon the United States instructions 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 promptly provide additional funds to the Exchange Agent, for the benefit of the holders of shares of the Company Common Stock as converted into the ADS Consideration in accordance with SECTION 2.01(c), HoldCo ADRs representing the number of immediately prior HoldCo ADSs issuable pursuant to the Effective TimeSECTION 2.01(c). Neither HoldCo, ScottishPower, their respective affiliates nor holders of Converted Shares shall be responsible for any stamp duty reserve tax payable in the amount of such losses, which additional funds will be held and disbursed in the same manner as funds initially deposited connection with the ADS Consideration. The Exchange Agent for payment of the aggregate Merger Consideration to such holders of Company Common Stock. Parent shall direct the Exchange Agent to hold invest any cash included in the Exchange Fund for as directed by the benefit of Surviving Corporation on a daily basis. Any interest and other income resulting from such holders of Company Common Stock and investments shall promptly be paid to make payments from the Exchange Fund in accordance with this Section 2.02. The Exchange Fund shall not be used for any purpose other than to fund payment of the aggregate Merger Consideration pursuant to Section 2.01(c)Surviving Corporation.

Exchange Agent. At On or prior to before the Effective Time, Parent MergerCo shall deposit or cause to be deposited in trust with a bank or trust company designated by the Company MergerCo and reasonably acceptable satisfactory to Parent Holdings (the “Exchange Agent”), for the benefit of the holders of shares of Company Common Stock as of immediately prior to the Effective Time, for exchange in accordance with this Article II, through the Exchange Agent, sufficient funds for the payment of the aggregate Merger Consideration pursuant to Section 2.01(c"EXCHANGE AGENT") (the “Exchange Fund”). 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 sufficient to make such payments. Funds made available to the Exchange Agent shall be 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 promptly provide additional funds to the Exchange Agent, for the benefit of the holders of Company Common Stock as of immediately prior to the 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 to such which holders of Company Common StockShares shall be entitled at the Effective Time pursuant to Section 3.1 (the "PAYMENT FUND"). Parent The aggregate amount of the Cash Price shall direct be so deposited in immediately available funds. MergerCo shall cause the Exchange Agent to hold make the Exchange Fund payments provided for in Section 3.1(c) out of the benefit Payment Fund. Notwithstanding the foregoing, payments provided for in Section 3.2 shall be paid by the Surviving Corporation immediately following the Effective Time, and payments provided for in Section 3.1(d) shall be paid by the Surviving Corporation as provided under Section 262 of such holders of Company Common Stock and to make payments from the Exchange Fund in accordance with this Section 2.02DGCL. The Exchange Agent shall invest undistributed portions of 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 Moodx'x Xxxestor 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 prompt payment to former holders of Shares entitled thereto as contemplated by Section 3.1(c). MergerCo shall cause the Payment Fund to 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 when requested by MergerCo. If for any reason (including losses) the 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 other than to fund payment except as expressly provided in this Agreement. If any cash or cash equivalents deposited with the Exchange Agent for purposes of paying the aggregate Merger Consideration for the Shares pursuant to Section 2.01(c)3.1(c) remains unclaimed following the expiration of one year after the Effective Time, such cash or cash equivalents (together with accrued interest) shall be delivered to the Surviving Corporation by the Exchange 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. At or prior to Immediately following the Effective TimeTime (but in any event on the Closing Date), Parent the Surviving Corporation shall deposit or cause to be deposited with a bank or trust company designated an exchange agent selected by the Company and reasonably acceptable to Parent Purchaser (the “Exchange Agent”"EXCHANGE AGENT"), for the benefit of the holders of shares of Company Common Stock as of immediately prior to the Effective TimeSecurities, for exchange in accordance with this Article IIAgreement, through an amount equal to (i) the Exchange Agent, sufficient funds for Estimated Merger Consideration MINUS (ii) the payment Total Escrow Amount MINUS (iii) the product of (A) the aggregate 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 2.01(c) (the “Exchange Fund”3.02 shall be paid in accordance with such section). In Immediately following the Effective Time (but in any event on the Exchange Fund Closing Date), the Surviving Corporation shall deposit with the Escrow Agent the Total Escrow Amount, which shall be insufficient to make held and disbursed by the payment of the aggregate Merger Consideration pursuant to Section 2.01(c), Parent shall promptly deposit, or cause to be deposited, additional funds Escrow Agent in accordance with the Exchange Agent in an amount sufficient to make such paymentsEscrow Agreement. Funds made available to Promptly after the Effective Time, the Exchange Agent shall be invested by mail to each record holder of an outstanding certificate, certificates or instruments as of 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 Effective Time which immediately prior to the holders Effective Time represented Company Securities (the "CERTIFICATES"), a letter of shares of Company Common Stock pursuant to Section 2.01(c); provided, however, that no investment of such deposited funds shall relieve Parent, transmittal and instructions for use in effecting the Surviving Corporation or the Exchange Agent from promptly making the payment surrender of the aggregate Merger Consideration as required by Section 2.01(c)Certificates for payment therefor, and following any losses from any such investment, Parent which letter of transmittal shall promptly provide additional funds to include (i) representations of the Exchange Agent, holder for the benefit of the holders of Company Common Stock as of immediately prior Surviving Corporation regarding title to the Effective TimeCompany Securities (including a representation that the Company Securities are owned by such holder free and clear of 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 the amount of such lossesconnection therewith, 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 to such holders of Company Common Stock. Parent shall direct the Exchange Agent to hold the Exchange Fund (ii) an agreement for the benefit of the Surviving Corporation that such holders of Company Common Stock and holder shall pay to make payments from the Exchange Fund in accordance with this Section 2.02. The Exchange Fund shall not be used for any purpose other than to fund payment Surviving Corporation such stockholders' pro rata portion of the aggregate Merger Consideration amounts required to be paid pursuant to Section 2.01(c).3.02(c) and Section 3.05 plus any cost of collection thereof, (iii) an agreement for the benefit of the Stockholders' Representative that such holder agrees to the terms of Section 10.03 and Clipper's designation as the Stockholders' Representative, and (iv) such other documents as may

Exchange Agent. At or prior Prior to the Effective Time, Parent shall deposit designate The Bank of New York, which currently acts as the depository for the ADSs, or cause to be deposited with a another U.S. bank or trust company designated by the Company and reasonably acceptable to Parent the Company (in such capacity, the “Depository”), to act as agent (the “Exchange Agent”), ) for the benefit of the holders of shares of Company Common Stock as of immediately prior to receive the Effective Time, for exchange in accordance with this Article II, through the Exchange Agent, sufficient funds for the payment of the aggregate Merger Consideration pursuant to Section 2.01(c) (the “Exchange Fund”). In the event the Exchange Fund which such holders shall be insufficient become entitled from time to make the payment of the aggregate Merger Consideration pursuant time with respect to Section 2.01(c), Parent 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 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 holder’s shares of Company Common Stock pursuant to Section 2.01(c); provided3.1. Prior to the Effective Time, however, that no investment of such deposited funds Parent shall relieve Parent, cause Merger Sub to deposit or cause the Surviving Corporation or Depository to deposit with the Exchange Agent from promptly making substantially all of: (x) that number of Parent ADRs and Parent Ordinary Share certificates, as applicable, in any denominations as the payment Exchange Agent shall specify and (y) cash, in each case as are issuable or payable, respectively, pursuant to this Article III in respect of the aggregate Merger Consideration as required by Section 2.01(c), and following any losses from any such investment, Parent shall promptly provide additional funds shares of Company Common Stock for which Certificates or Book-Entry Shares have been properly delivered to the Exchange Agent; and within five (5) Business Days following the Effective Time, Parent shall cause the Surviving Corporation to deposit the balance of such Merger Consideration with the Exchange Agent. The deposit made by Merger Sub or the Surviving Corporation, as the case may be, pursuant to this Section 3.2(a) is hereinafter referred to as the “Exchange Fund.” The Exchange Agent shall cause the Exchange Fund to be (i) held for the benefit of the holders of Company Common Stock as of immediately prior and (ii) applied promptly to making the Effective Time, payments provided for 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 to such holders of Company Common Stock. Parent shall direct the Exchange Agent to hold the Exchange Fund for the benefit of such holders of Company Common Stock and to make payments from the Exchange Fund in accordance with this Section 2.023.2(b). The Exchange Fund shall not be used for any purpose other than that is not expressly provided for in this Agreement; provided, that Parent may direct the Exchange Agent to fund payment invest the Exchange Fund in obligations of or guaranteed by the United States of America and backed by the full faith and credit of the aggregate Merger Consideration pursuant United States of America or in commercial paper obligations rated A-1 or P-1 or better by Mxxxx’x Investors Services, Inc. or Standard & Poor’s Corporation, respectively. Any interest or other income resulting from such investments shall be promptly paid to Section 2.01(c)Parent. Parent shall, prior to the Effective Time, allot Parent Ordinary Shares referred to in Sections 3.1(b) subject to the terms and conditions of this Agreement.

Exchange Agent. Prior to the Effective Time, Parent shall appoint a commercial bank or trust company to act as exchange agent hereunder (which entity shall be reasonably acceptable to the Company) for the purpose of exchanging Certificates and Book-Entry Shares for the Merger Consideration (the "Exchange Agent"). 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 (the “Exchange Agent”), (a) in trust for the benefit of the holders of shares of Company Common Stock, Common Book-Entry Shares (or certificates if requested) representing the Parent Common Stock as of immediately prior to the Effective Timeissuable, for exchange and cash in accordance with this Article II, through the Exchange Agent, sufficient funds for the payment of the aggregate Merger Consideration pursuant to Section 2.01(c) (the “Exchange Fund”). 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 U.S. dollars in an amount sufficient to make such payments. Funds made available pay the Cash Consideration payable, pursuant to Section 1.8 in exchange for outstanding shares of Company Common Stock, and (b) in trust for the Exchange Agent shall be 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 benefit 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 Convertible Preferred Stock, Preferred Book-Entry Shares (or certificates if requested) representing the Parent Convertible Preferred Stock issuable pursuant to Section 2.01(c); provided, however, that no investment 1.8 in exchange for outstanding shares of such deposited funds shall relieve Parent, the Surviving Corporation Company Convertible Preferred Stock. Parent agrees to make available directly or indirectly to the Exchange Agent from promptly making the payment time to time as needed, any cash in lieu of the aggregate Merger Consideration as required by Section 2.01(c), and following any losses from any such investment, fractional shares of Parent shall promptly provide additional funds to the Exchange Agent, for the benefit of the holders of Company Common Stock as to be issued or paid in consideration therefor pursuant to Section 2.5 of immediately prior this Agreement and any dividends or distributions to the Effective Timewhich such holder is entitled pursuant to Section 2.3 of this Agreement. Any cash, in the amount shares of such losses, which additional funds will be held Parent Common Stock and disbursed in the same manner as funds initially Parent Convertible Preferred Stock deposited with the Exchange Agent for payment of shall hereinafter be referred to as the aggregate Merger "Exchange Fund." Notwithstanding anything herein to the contrary, the exchange procedures described in this Article II shall not apply to Restricted Stock and the Restricted Stock Consideration to such holders of Company Common Stock. Parent shall direct and the Exchange Agent to hold the Exchange Fund shall not act as exchange agent for the benefit of such holders of Company Common Stock and to make payments from the Exchange Fund in accordance with this Section 2.02. The Exchange Fund shall not be used for any purpose other than to fund payment of the aggregate Merger Consideration pursuant to Section 2.01(c)Restricted Stock.

Exchange Agent. At or immediately prior to the Effective Time, Parent shall shall, on behalf of TC Northern, deposit or cause to be deposited with a bank nationally recognized financial institution or trust company designated selected by TC Northern or Parent with the Company and reasonably acceptable Partnership’s prior approval (which approval shall not be unreasonably withheld, conditioned or delayed) to Parent serve as the exchange agent (the “Exchange Agent”), for the benefit of the holders of Eligible Units upon Closing, (a) an aggregate number of shares of Company Parent Common Stock to be issued in non-certificated book-entry form comprising the amounts required to be delivered in respect of Eligible Units pursuant to Section 3.1 and (b) an aggregate amount of cash comprising approximately the amounts required to be delivered in respect of Eligible Units pursuant to Section 4.5. In addition, Parent shall deposit or cause to be deposited with the Exchange Agent, as of immediately prior necessary from time to time after the Effective Time, for exchange in accordance with this Article IIdividends or other distributions, through if any, to which the Exchange Agent, sufficient funds for the payment holders of the aggregate Merger Consideration Eligible Units may be entitled pursuant to Section 2.01(c) (4.3 with both a record and payment date after the Effective Time and prior to the surrender of such Eligible Units. Such shares of Parent Common Stock, cash in lieu of fractional shares payable pursuant to Section 4.5 and the amount of any dividends or other distributions deposited with the Exchange Agent pursuant to this Section 4.1 are referred to collectively in this Agreement as the “Exchange Fund”). 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 sufficient to make such payments. Funds made available to the Exchange Agent shall be 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 promptly provide additional funds to the Exchange Agent, for the benefit of the holders of Company Common Stock as of immediately prior to the 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 to such holders of Company Common Stock. Parent shall direct the Exchange Agent to hold the Exchange Fund for the benefit of such holders of Company Common Stock and to make payments from the Exchange Fund in accordance with this Section 2.02. The Exchange Fund shall not be used for any purpose other than to fund payment the purpose expressly provided for in this Agreement. The cash portion of the aggregate Exchange Fund may be deposited by the Exchange Agent as reasonably directed by TC Northern or Parent. Any interest or other income resulting from such 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, on behalf of TC Northern, promptly 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 fully satisfy such cash payment obligations. No investment losses resulting from investment of the Exchange Fund shall diminish the rights of any former holder of Eligible Units to receive the Merger Consideration pursuant to Section 2.01(c)as provided in this Agreement.

Exchange Agent. At or prior to the Effective Time, Parent shall deposit deposit, or shall cause to be deposited deposited, with a bank or trust company designated an exchange agent selected by the Company Parent and reasonably acceptable to Parent the Company (the “Exchange Agent”), for the benefit of the holders of shares Company Shares, (i) at the Effective Time, certificates, or at Parent’s option, evidence of non-certificated Parent Shares in book-entry form (“Book Entry Parent Shares”), constituting at least the amounts necessary for the Stock Consideration, (ii) at the Effective Time, cash in immediately available funds constituting at least the amounts necessary for the Cash Consideration, and (iii) as necessary from time to time after the Effective Time, if applicable, any cash and dividends or other distributions with respect to the Parent Shares to be issued or to be paid pursuant to Section ‎4.2(c), in exchange for Company Common Stock as of Shares outstanding immediately prior to the Effective Time, for exchange deliverable upon due surrender of the Certificates (or affidavits of loss in accordance with lieu thereof as provided in Section ‎4.2(g)) or Book Entry Company Shares pursuant to the provisions of this Article II‎IV (such cash, through certificates for Parent Shares and evidence of Book Entry Parent Shares, together with the Exchange Agent, sufficient funds for the payment amount of the aggregate Merger Consideration any dividends or other distributions payable pursuant to Section 2.01(c) (this Article ‎IV with respect thereto, being hereinafter referred to as the “Exchange Fund”). In The Exchange Agent shall invest the event cash available in the Exchange Fund as directed by Parent; provided that such investments shall be insufficient in obligations, funds or accounts typical for (including having liquidity typical for) transactions of this nature. To the extent that there are losses with respect to such investments, or the Exchange Fund diminishes for other reasons below the level required to make the prompt cash payment of the aggregate Merger cash portion of the Cash Consideration pursuant to Section 2.01(c)as contemplated hereby, Parent shall promptly deposit, replace or cause to be deposited, additional funds with restore the cash in the Exchange Agent in an amount Fund lost through such investments or other events so as to ensure that the Exchange Fund is at all times maintained at a level sufficient to make such cash payments. Funds made available Any interest and other income resulting from such investment shall become a part of the Exchange Fund, and any amounts in excess of the amounts payable under Section ‎4.1(a) shall be promptly returned to the Parent. The Exchange Agent shall be invested by also act as 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 promptly provide additional funds to the Exchange Agent, agent for the benefit Company’s stockholders for the purpose of the holders of receiving and holding their Certificates and Book Entry Company Common Stock as of immediately prior to the Effective Time, Shares and shall obtain no rights or interests 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 to such holders of Company Common Stock. Parent shall direct the Exchange Agent to hold the Exchange Fund for the benefit of such holders of Company Common Stock and to make payments from the Exchange Fund in accordance with this Section 2.02. The Exchange Fund shall not be used for any purpose other than to fund payment of the aggregate Merger Consideration pursuant to Section 2.01(c)shares represented thereby.

Exchange Agent. At or prior to the Effective Time, Parent shall deposit deposit, or shall cause to be deposited deposited, with a bank or trust company designated an exchange agent selected by the Company Parent and reasonably acceptable to Parent the Company (the “Exchange Agent”), for the benefit of the holders of shares Company Shares, (i) at the Effective Time, certificates, or at Parent’s option, evidence of non-certificated Parent Shares in book-entry form (“Book Entry Parent Shares”), constituting at least the amounts necessary for the Stock Consideration, (ii) at the Effective Time, cash in immediately available funds constituting at least the amounts necessary for the Cash Consideration, and (iii) as necessary from time to time after the Effective Time, if applicable, any cash and dividends or other distributions with respect to the Parent Shares to be issued or to be paid pursuant to Section 4.2(c), in exchange for Company Common Stock as of Shares outstanding immediately prior to the Effective Time, for exchange deliverable upon due surrender of the Certificates (or affidavits of loss in accordance with lieu thereof as provided in Section 4.2(g)) or Book Entry Company Shares pursuant to the provisions of this Article IIIV (such cash, through certificates for Parent Shares and evidence of Book Entry Parent Shares, together with the Exchange Agent, sufficient funds for the payment amount of the aggregate Merger Consideration any dividends or other distributions payable pursuant to Section 2.01(c) (this Article IV with respect thereto, being hereinafter referred to as the “Exchange Fund”). In The Exchange Agent shall invest the event cash available in the Exchange Fund as directed by Parent; provided that such investments shall be insufficient in obligations, funds or accounts typical for (including having liquidity typical for) transactions of this nature. To the extent that there are losses with respect to such investments, or the Exchange Fund diminishes for other reasons below the level required to make the prompt cash payment of the aggregate Merger cash portion of the Cash Consideration pursuant to Section 2.01(c)as contemplated hereby, Parent shall promptly deposit, replace or cause to be deposited, additional funds with restore the cash in the Exchange Agent in an amount Fund lost through such investments or other events so as to ensure that the Exchange Fund is at all times maintained at a level sufficient to make such cash payments. Funds made available Any interest and other income resulting from such investment shall become a part of the Exchange Fund, and any amounts in excess of the amounts payable under Section 4.1(a) shall be promptly returned to the Parent. The Exchange Agent shall be invested by also act as 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 promptly provide additional funds to the Exchange Agent, agent for the benefit Company’s stockholders for the purpose of the holders of receiving and holding their Certificates and Book Entry Company Common Stock as of immediately prior to the Effective Time, Shares and shall obtain no rights or interests 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 to such holders of Company Common Stock. Parent shall direct the Exchange Agent to hold the Exchange Fund for the benefit of such holders of Company Common Stock and to make payments from the Exchange Fund in accordance with this Section 2.02. The Exchange Fund shall not be used for any purpose other than to fund payment of the aggregate Merger Consideration pursuant to Section 2.01(c)shares represented thereby.

Exchange Agent. At or prior Prior to the Effective Time, Parent WNR shall deposit or cause to be deposited with appoint a commercial bank or trust company designated by the Company and reasonably acceptable to Parent NTI to act as exchange agent hereunder for the purpose of exchanging NTI Common Units for shares of New Common Stock and cash as required by this Article III (the “Exchange Agent”). At the Effective Time, WNR shall cause MergerCo to deposit with the Exchange Agent for the benefit of the holders of shares of Company the applicable NTI Common Stock as of immediately prior to the Effective TimeUnits, for exchange in accordance with this Article IIIII, through the Exchange Agent, sufficient funds for the payment shares of New Common Stock and an amount of cash representing the aggregate Merger Consideration cash consideration payable pursuant to Section 2.01(c) (3.1. At the “Exchange Fund”). In the event the Exchange Fund Effective Time, NTI 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 deposit with the Exchange Agent in an amount sufficient to make such payments. Funds made available to the Exchange Agent shall be 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 promptly provide additional funds to the Exchange Agent, for the benefit of the holders of Company the applicable NTI Common Units, for payment in accordance with this Article III, through the Exchange Agent, an amount of cash representing the aggregate cash payable pursuant to Section 3.2(b). WNR agrees to make available to the Exchange Agent, from time to time as needed, cash sufficient to make payments for the cash consideration pursuant to Section 3.1, any dividends pursuant to Section 3.3(c) and payments in lieu of any fractional shares of New Common Stock as of immediately prior pursuant to Section 3.3(e), in each case without interest. NTI agrees to make available to the Effective TimeExchange Agent, from time to time as and if needed, cash sufficient to make payments for the Prorated Quarterly Distribution. Any cash (including as payment with respect to the Prorated Quarterly Distribution pursuant to Section 3.2(b), for any fractional shares of New Common Stock in the amount accordance with Section 3.3(e) and any dividends with respect to such fractional shares of such losses, which additional funds will be held New Common Stock in accordance with Section 3.3(c)) and disbursed in the same manner as funds initially shares of New Common Stock deposited with the Exchange Agent shall hereinafter be referred to as the “Exchange Fund.” The Exchange Agent shall, pursuant to irrevocable instructions, deliver the Merger Consideration contemplated to be paid for payment NTI Common Units pursuant to this Agreement and, if applicable, the Prorated Quarterly Distribution payable to holders of NTI Common Units out of the aggregate Merger Consideration to such holders of Company Common StockExchange Fund. Parent shall direct Except as contemplated by Sections Section 3.2(b), 3.3(c) and 3.3(e), the Exchange Agent to hold the Exchange Fund for the benefit of such holders of Company Common Stock and to make payments from the Exchange Fund in accordance with this Section 2.02. The Exchange Fund shall not be used for any purpose other than to fund payment of the aggregate Merger Consideration pursuant to Section 2.01(c)purpose.

Exchange Agent. At On or prior to the Effective TimeClosing, the Company shall deliver a Letter of Transmittal to each Company Unitholder, and Parent and the Unitholders’ Representative shall deposit enter into a customary exchange agent agreement with Citibank, N.A. or cause to be deposited with a another nationally recognized bank or trust company designated by the Company and reasonably acceptable to Parent (the “Exchange Agent”), for in form and substance reasonably acceptable to Parent and the benefit of Unitholders’ Representative (the holders of shares of “Exchange Agent Agreement”), pursuant to which the Exchange Agent will receive and deliver the cash Merger Consideration to the applicable Company Common Stock Unitholders, in each case, when, as of immediately prior and if payable upon the terms and subject to the conditions set forth herein. Exchange Procedures. As soon as practicable after the Effective Time, for exchange in accordance with this Article II, through the Exchange Agent, sufficient funds for the payment of the aggregate Merger Consideration pursuant to Section 2.01(c) (the “Exchange Fund”). 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 instruct the Exchange Agent in an amount sufficient to make such payments. Funds made available deliver, subject to the terms and conditions of the Exchange Agreement, to each former holder of Company Units that is converted into the right to receive a portion of the Estimated Closing Consideration and has delivered a duly completed and duly executed Letter of Transmittal to the Exchange Agent shall be invested by at least five business days prior to the Closing in respect of such Company Units, the amount of the Estimated Closing Consideration that such former holder is entitled to receive in respect of such Company Units as set forth in the Closing Consideration Schedule. If any former holder of Company Units that is converted into the right to receive a portion of the Estimated Closing Consideration fails to deliver a duly completed and duly executed Letter of Transmittal to the Exchange AgentAgent at least three business days prior to the Closing in respect of such Company Units, 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 then Parent shall instruct the Exchange Agent to deliver, subject to the holders terms and conditions of shares the Exchange Agreement, the amount of Company Common Stock pursuant the Estimated Closing Consideration that such former holder is entitled to Section 2.01(c); provided, however, that no investment receive in respect of such deposited funds shall relieve Parent, Company Units as set forth in the Surviving Corporation or the Exchange Agent from promptly making the payment Closing Consideration Schedule within three business days of the aggregate Merger Consideration as required delivery by Section 2.01(c), such former holder of a duly completed and following any losses from any such investment, Parent shall promptly provide additional funds duly executed Letter of Transmittal to the Exchange Agent, for the benefit of the holders of Company Common Stock as of immediately prior . Additional Merger Consideration. If any Additional Merger Consideration becomes payable to the Effective TimeCompany Unitholders pursuant to this Agreement, in the amount of such losses, which additional funds will be held and disbursed in the same manner as funds initially deposited with Parent shall (i) make any payment to the Exchange Agent for payment of the aggregate Merger Consideration as otherwise required hereunder in connection with such amounts to such holders of Company Common Stock. Parent shall be paid, and (ii) direct the Exchange Agent to hold the Exchange Fund for the benefit of such holders of Company Common Stock and to make payments from the Exchange Fund in accordance with this Section 2.02. The Exchange Fund shall not be used for any purpose other than to fund payment of the aggregate Merger Consideration pursuant to Section 2.01(c).pay, within three business days

Exchange Agent. 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 (the “Exchange Agent”), for the benefit of the holders of shares of Company Common Stock as of immediately prior to the Effective Time, for exchange in accordance with this Article II, through the Exchange Agent, sufficient funds for the payment of the aggregate Merger Consideration pursuant to Section 2.01(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 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 sufficient to make such payments. Funds made available to the Exchange Agent shall be 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 promptly provide additional funds to the Exchange Agent, for the benefit of the holders of Company Common Stock as of immediately prior to the 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 to such holders of Company Common Stock. Parent shall direct the Exchange Agent to hold the Exchange Fund for the benefit of such holders of Company Common Stock and to make payments from the Exchange Fund in accordance with this Section 2.02. The Exchange Fund shall not be used for any purpose other than to fund payment of the aggregate Merger Consideration pursuant to Section 2.01(c).

Exchange Agent. At or prior Prior to the Effective Time, Parent shall deposit or cause to be deposited with designate a bank or bank, trust company designated by the Company and or other Third Party entity reasonably acceptable to Parent the Company to act as agent (the “Exchange Agent”), ) for the benefit of (i) the holders of shares of Company Common Stock as of immediately prior to receive the Effective Time, for exchange in accordance with this Article II, through the Exchange Agent, sufficient funds for the payment of the aggregate Merger Consideration pursuant to Section 2.01(c) (the “Exchange Fund”). In the event the Exchange Fund which such holders shall be insufficient become entitled with respect 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 sufficient to make such payments. Funds made available to the Exchange Agent shall be 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 holder’s shares of Company Common Stock pursuant to Section 2.01(c3.1(b) and (ii) the holders of shares of Company Preferred Stock to receive the shares of Parent Preferred Stock, as applicable, to which such holders shall become entitled with respect to such holder’s shares of Company Preferred Stock pursuant to Section 3.1(c); provided, however, that no investment if all shares of such deposited funds Company Preferred Stock are redeemed prior to the Effective Time in accordance with the terms thereof, this Section 3.2 shall relieve Parentbe inapplicable to the Company Preferred Stock. Prior to the Effective Time, Parent shall cause Merger Sub to deposit with the Surviving Corporation or Exchange Agent: (x) that number of Parent Common Stock certificates in any denominations as the Exchange Agent from promptly making shall specify, (y) that number of Parent Preferred Stock certificates in any denominations as the payment Exchange Agent shall specify and (z) the cash in respect of the aggregate Merger Consideration fractional shares, if any, in each case as required by Section 2.01(c), are issuable or payable pursuant to this Article III in respect of shares of Company Common Stock and following any losses from any such investment, Parent shall promptly provide additional funds Company Preferred Stock for which Certificates or Book Entry Shares have been properly delivered to the Exchange Agent. The deposit made by Merger Sub or the Surviving Company, as the case may be, pursuant to this Section 3.2(a) is hereinafter referred to as the “Exchange Fund.” The Exchange Agent shall cause the Exchange Fund to be held for the benefit of the holders of Company Common Stock as of immediately prior and Company Preferred Stock to be applied promptly to making the Effective Time, payments provided for in the amount of such losses, which additional funds will be held and disbursed Section 3.2(b); provided that any interest earned on any cash in the same manner as funds initially deposited with the Exchange Agent for payment of the aggregate Merger Consideration to such holders of Company Common Stock. Parent shall direct the Exchange Agent to hold the Exchange Fund shall be for the benefit of such holders of Company Common Stock and to make payments from the Exchange Fund in accordance with this Section 2.02Merger Sub. The Exchange Fund shall not be used for any purpose other than to fund payment of the aggregate Merger Consideration pursuant to Section 2.01(c)that is not expressly provided for in this Agreement.

Exchange Agent. At or prior Prior to the Effective Time, Parent shall deposit designate The Bank of New York, which currently acts as the depository for the ADSs, or cause to be deposited with a another U.S. bank or trust company designated by the Company and reasonably acceptable to Parent the Company (in such capacity, the “Depository”), to act as agent (the “Exchange Agent”), ) for the benefit of the holders of shares of Company Common Stock as of immediately prior to receive the Effective Time, for exchange in accordance with this Article II, through the Exchange Agent, sufficient funds for the payment of the aggregate Merger Consideration pursuant to Section 2.01(c) (the “Exchange Fund”). In the event the Exchange Fund which such holders shall be insufficient become entitled from time to make the payment of the aggregate Merger Consideration pursuant time with respect to Section 2.01(c), Parent 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 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 holder’s shares of Company Common Stock pursuant to Section 2.01(c); provided3.1. Prior to the Effective Time, however, that no investment of such deposited funds Parent shall relieve Parent, cause Merger Sub to deposit or cause the Surviving Corporation or Depository to deposit with the Exchange Agent from promptly making substantially all of: (x) that number of Parent ADRs and Parent Ordinary Share certificates, as applicable, in any denominations as the payment Exchange Agent shall specify and (y) cash, in each case as are issuable or payable, respectively, pursuant to this Article III in respect of the aggregate Merger Consideration as required by Section 2.01(c), and following any losses from any such investment, Parent shall promptly provide additional funds shares of Company Common Stock for which Certificates or Book-Entry Shares have been properly delivered to the Exchange Agent; and within five (5) Business Days following the Effective Time, Parent shall cause the Surviving Corporation to deposit the balance of such Merger Consideration with the Exchange Agent. The deposit made by Merger Sub or the Surviving Corporation, as the case may be, pursuant to this Section 3.2(a) is hereinafter referred to as the “Exchange Fund.” The Exchange Agent shall cause the Exchange Fund to be (i) held for the benefit of the holders of Company Common Stock as of immediately prior and (ii) applied promptly to making the Effective Time, payments provided for 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 to such holders of Company Common Stock. Parent shall direct the Exchange Agent to hold the Exchange Fund for the benefit of such holders of Company Common Stock and to make payments from the Exchange Fund in accordance with this Section 2.023.2(b). The Exchange Fund shall not be used for any purpose other than that is not expressly provided for in this Agreement; provided, that Parent may direct the Exchange Agent to fund payment invest the Exchange Fund in obligations of or guaranteed by the United States of America and backed by the full faith and credit of the aggregate Merger Consideration pursuant United States of America or in commercial paper obligations rated A-1 or P-1 or better by Xxxxx’x Investors Services, Inc. or Standard & Poor’s Corporation, respectively. Any interest or other income resulting from such investments shall be promptly paid to Section 2.01(c)Parent. Parent shall, prior to the Effective Time, allot Parent Ordinary Shares referred to in Sections 3.1(b) subject to the terms and conditions of this Agreement.

Exchange Agent. At or prior From time to time following the Effective Time, as required by subsections (b) and (c) below, Parent shall deposit or cause to be deposited in trust with a bank First Chicago Trust Company of New York, or trust company designated such other agent or agents as may be appointed by the Company and reasonably acceptable to Parent (the “Exchange Agent”), for "EXCHANGE AGENT") (i) certificates representing the benefit of the holders of shares of Company Parent Common Stock as of immediately prior to the Effective Time, for exchange in accordance with this Article II, through the Exchange Agent, sufficient funds for the payment of the aggregate Merger Consideration issuable pursuant to Section 2.01(c1.8 in exchange for Shares and (ii) the aggregate cash portion of the Merger Consideration to which holders of Shares shall be entitled at the Effective Time pursuant to the provisions of Section 1.8 (the “Exchange Fund”"PAYMENT FUND"). 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 sufficient to make such payments. Funds made available to the Exchange Agent shall be 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 make the holders payments provided for in Section 1.8 out of shares the Payment Fund. The Exchange Agent shall invest undistributed portions of Company Common Stock pursuant to Section 2.01(cthe Payment Fund as Parent directs ("INVESTMENTS"); provided, however, that no investment the maturities of Investments shall be 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 promptly provide additional funds to the Exchange Agent, for the benefit of the holders of Company Common Stock as of immediately prior to the 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 to such holders of Company Common Stock. Parent shall direct permit the Exchange Agent to hold the Exchange Fund for the benefit of such make prompt payment to former holders of Company Common Stock Shares entitled thereto as contemplated by the provisions of this Article I. All net earnings of Investments shall be paid to Parent as and when requested by Parent. If for any reason (including losses) the Payment Fund is inadequate to make payments from pay the Exchange Fund amounts to which holders of Shares shall be entitled under the provisions of this Article I, Parent shall in accordance with this Section 2.02any event be liable for payment thereof. The Exchange Payment Fund shall not be used for any purpose other than to fund payment of the aggregate except as expressly provided in this Agreement. If any Merger Consideration deposited with the Exchange Agent for purposes of paying for the Shares pursuant to Section 2.01(c)the provisions of this Article I remains unclaimed following the expiration of one year after the Effective Time, such Merger Consideration (together with accrued interest) shall be delivered to Parent by the Exchange 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 creditors thereof.