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 an exchange agent selected by Parent with the Company’s prior approval prior to the Closing Date (which approval shall not be unreasonably conditioned, withheld or delayed) (the “Exchange Agent”), for the benefit of the holders of Eligible Shares, (a) an aggregate number of shares of Parent Common Stock to be issued in uncertificated form or book-entry form comprising the amount required to be delivered by Parent in exchange for the Eligible Shares pursuant to Article II and (b) an aggregate amount of cash comprising the estimated maximum aggregate amount of cash required to be paid in lieu of any fractional shares pursuant to Section 3.5. 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 Eligible Shares may be entitled pursuant to Section 3.3, and additional cash required to be paid in lieu of any fractional shares pursuant to Section 3.5 and any other amounts required to be paid under this Agreement. Such shares of Parent Common Stock, cash in lieu of any fractional shares payable pursuant to Section 3.5 and the amount of any dividends or other distributions deposited with the Exchange Agent pursuant to this Section 3.1 are referred to in this Agreement collectively as the “Exchange Fund.” The Exchange Fund shall not be used for any purpose other than a purpose expressly provided for in this Agreement. The cash portion of the Exchange Fund shall be invested by the Exchange Agent as reasonably directed by Parent; provided that any investment of such portion of the Exchange Fund shall be limited to direct short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the U.S. government and that no such investment or loss thereon shall affect the amounts payable or the timing of the amounts payable to the holders of Eligible Shares pursuant to this Agreement. In addition, prior to the Effective Time, Parent shall deposit with the transfer agent for the Company an amount of cash sufficient to effect the payment of any declared but unpaid Company distributions, the record date for which is prior to the Effective Time, if any.

Exchange Agent. At or prior Prior to the Effective Time, Parent the Bidder shall deposit or cause to be deposited with appoint an exchange agent selected by Parent with the Company’s prior approval prior to the Closing Date (which approval shall not be unreasonably conditioned, withheld or delayed) (the “"Exchange Agent”), ") for the benefit purpose of (i) exchanging certificates representing Shares (the holders of Eligible Shares, (a"Certificates") an aggregate number of shares of Parent Common Stock to be issued in uncertificated form or book-entry form comprising the amount required to be delivered by Parent in exchange for the Eligible Shares pursuant to Article II and (b) an aggregate amount of cash comprising the estimated maximum aggregate amount of cash required to be paid in lieu of any fractional shares pursuant to Section 3.5Merger Consideration. In addition, Parent shall deposit or cause to be deposited with the Exchange Agent, as necessary from time to time after At the Effective Time, any dividends or other distributions, if any, to which Time the holders of Eligible Shares may be entitled pursuant to Section 3.3, and additional cash required to be paid in lieu of any fractional shares pursuant to Section 3.5 and any other amounts required to be paid under this Agreement. Such shares of Parent Common Stock, cash in lieu of any fractional shares payable pursuant to Section 3.5 and the amount of any dividends or other distributions deposited Bidder will deposit with the Exchange Agent pursuant to this the Merger Consideration and cash in the amount required by Section 3.1 are referred to in this Agreement collectively as 2.2(g) (the “"Exchange Fund.” The "). Upon receipt, the Exchange Fund shall not be used for any purpose other than a purpose expressly provided for in this Agreement. The Agent will invest the cash portion of the Exchange Fund in United States government securities maturing at the Election Deadline or such other government securities maturing at the Election Deadline or such other investments as the Bidder and the Company may mutually agree. Any interest and other income resulting from such investments shall be invested paid to the Bidder. Promptly after the Effective Time, the Exchange Agent will send to each holder of Shares a letter of transmittal and instructions (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates to the Exchange Agent) for use in such exchange, and to each holder of Shares an election form (the "Election Form") providing for such holders to make the Standard Election, the Cash Election or the Stock Election. Any Standard Election (other than a deemed Standard Election), Cash Election or Stock Election shall be validly made only if the Exchange Agent shall have received by 5:00 p.m., New York City Time, on a date (the "Election Deadline") to be mutually agreed upon by the Bidder and the Company (which date shall not be later than the twentieth Business Day after the Effective Time), an Election Form properly completed and executed (with the signature or signatures thereon guaranteed to the extent required by the Election Form) by such holder accompanied by such holder's Certificates, or by appropriate guarantees of delivery of such Certificates from a member of any national securities exchange or of the National Association of Securities Dealers or a commercial bank or trust company in the United States as set forth in such Election Form. Any holder of Shares who has made an election by submitting an Election Form to the Exchange Agent may at any time prior to the Election Deadline change such holder's election by submitting a revised Election Form, properly completed and signed that is received by the Exchange Agent as reasonably directed by Parent; provided that any investment of such portion of the Exchange Fund shall be limited to direct short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the U.S. government and that no such investment or loss thereon shall affect the amounts payable or the timing of the amounts payable to the holders of Eligible Shares pursuant to this Agreement. In addition, prior to the Effective Time, Parent shall deposit with the transfer agent for the Company an amount Election Deadline. Any holder of cash sufficient to effect the payment of Shares may at any declared but unpaid Company distributions, the record date for which is time prior to the Effective TimeElection Deadline revoke his election by written notice to the Exchange Agent received by the close of business on the day prior to the Election Deadline, if anyand such holder will receive the Standard Election Consideration.

Exchange Agent. At Prior to the Effective Time, Parent shall select an institution reasonably acceptable to the Company to act as the exchange agent (the “Exchange Agent”) in the Merger for the purpose of exchanging Certificates and Book Entry Shares for the applicable Merger Consideration (including to pay to holders of such Certificates and Book Entry Shares cash in lieu of Fractional Shares, if any, pursuant to Section 2.6(f)). Prior to the Effective Time, Parent shall enter into or shall have entered into an exchange agent agreement with the Exchange Agent in a form reasonably acceptable to the Company, which agreement shall set forth the duties, responsibilities and obligations of the Exchange Agent consistent with the terms of this Agreement and such agreement shall be reasonably acceptable to the Company. Parent will make available to the Exchange Agent, at or prior to the Effective Time, Parent shall deposit or cause to be deposited with an exchange agent selected by Parent with the Company’s prior approval prior to the Closing Date (which approval shall not be unreasonably conditioned, withheld or delayed) (the “Exchange Agent”), for the benefit of the holders of Eligible Shares, (a) an aggregate a number of shares of Parent Class A Common Stock and Parent Preferred Stock sufficient to be issued in uncertificated form or book-entry form comprising pay the amount required to be delivered by Parent in exchange for the Eligible Shares aggregate Merger Consideration pursuant to Article II Section 2.6(a) (such shares of Parent Class A Common Stock and (b) an aggregate amount of Parent Preferred Stock, together with any cash comprising the estimated maximum aggregate amount of cash required to be paid in lieu of Fractional Shares, dividends or distributions with respect thereto, the “Exchange Fund”). Promptly after the Effective Time and in any fractional shares pursuant to Section 3.5. In addition, Parent shall deposit or cause to be deposited with the Exchange Agent, as necessary from time to time event within ten (10) Business Days after the Effective Time, Parent will cause the Exchange Agent to send to each holder of record (as of immediately prior to the Effective Time) of a Certificate (i) a letter of transmittal in customary form (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 or by appropriate guarantee of delivery in the form customarily used in transactions of this nature from a member of a national securities exchange, a member of the Financial Industry Regulatory Authority, or a commercial bank or trust company in the United States) and shall have such other terms as shall be reasonably requested by the Company prior to the Closing for use in effecting delivery of shares of Company Common Stock or Company Preferred Stock to the Exchange Agent and (ii) instructions for effecting the surrender of Certificates in exchange for the Merger Consideration issuable and payable in respect thereof (including any cash in lieu of Fractional Shares pursuant to Section 2.6(f)) and any dividends or other distributions, if any, distributions to which the such holders of Eligible Shares may be are entitled pursuant to Section 3.3, and additional cash 2.7(d). Each holder of Book Entry Shares immediately prior to the Effective Time shall not be required to be paid in lieu deliver a Certificate or an executed letter of any fractional shares transmittal to the Exchange Agent to receive the applicable Merger Consideration payable pursuant to Section 3.5 and any other amounts required to be paid under this Agreement. Such shares of Parent Common Stock, 2.1 (including cash in lieu of any fractional shares payable Fractional Shares pursuant to Section 3.5 and the amount 2.6(f)). In lieu thereof, each holder of record of one or more Book Entry Shares may provide an “agent’s message” in customary form with respect to any dividends Book Entry Share (or such other distributions deposited with evidence, if any, of transfer as the Exchange Agent pursuant to this Section 3.1 are referred to in this Agreement collectively as the “Exchange Fundmay reasonably request).” The Exchange Fund shall not be used for any purpose other than a purpose expressly provided for in this Agreement. The cash portion of the Exchange Fund shall be invested by the Exchange Agent as reasonably directed by Parent; provided that any investment of such portion of the Exchange Fund shall be limited to direct short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the U.S. government and that no such investment or loss thereon shall affect the amounts payable or the timing of the amounts payable to the holders of Eligible Shares pursuant to this Agreement. In addition, prior to the Effective Time, Parent shall deposit with the transfer agent for the Company an amount of cash sufficient to effect the payment of any declared but unpaid Company distributions, the record date for which is prior to the Effective Time, if any.

Exchange Agent. At or prior to the Effective Time, Parent shall deposit or cause to be deposited with an exchange agent selected a bank or trust company designated by the Company and reasonably acceptable to Parent with the Company’s prior approval prior to the Closing Date (which approval shall not be unreasonably conditioned, withheld or delayed) (the “Exchange Agent”), for the benefit of the holders of Eligible Sharesshares of Company Common Stock (subject to Section 2.01(b) (Cancelation of Treasury Stock and Parent-Owned Stock) and Section 2.01(d) (Appraisal Rights)) as of immediately prior to the Effective Time, for exchange in accordance with this Article II, through the Exchange Agent, (ai) an aggregate book-entry shares representing the full number of shares of Parent Common Stock to be issued stock and Depositary Shares included in uncertificated form or book-entry form comprising the amount required to be delivered by Parent in exchange Merger Consideration and (ii) sufficient funds for the Eligible Shares pursuant to Article II and (b) an payment of the aggregate amount of cash comprising included in the estimated maximum aggregate amount of cash required to be paid in lieu of any fractional shares pursuant to Section 3.5Merger Consideration (the “Exchange Fund”). In addition, Parent shall additionally deposit in the Exchange Fund, after the Effective Time on the appropriate payment date, if applicable, and provide 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 Eligible Shares may be entitled pursuant to Section 3.3, and additional cash required to be paid in lieu of any fractional shares pursuant to Section 3.5 and any other amounts required to be paid under this Agreement. Such shares of Parent Common Stock, cash in lieu of any fractional shares payable pursuant to Section 3.5 and the amount of provided any dividends or other distributions deposited with payable on the shares of Parent Common Stock and Depositary Shares included in the Exchange Agent pursuant to this Fund in accordance with Section 3.1 are referred to in this Agreement collectively as 2.02(i). In the “Exchange Fund.” The Exchange Fund shall not be used for any purpose other than a purpose expressly provided for in this Agreement. The event the cash portion of 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 reasonably directed by Parent; provided that any investment of such portion of the Exchange Fund shall be limited to Surviving Corporation, in direct short-term obligations of, or direct short-term obligations fully guaranteed as to principal and interest by, the U.S. government and that United States of America with maturities of no such investment or loss thereon shall affect more than thirty (30) days, pending payment thereof by the amounts payable or the timing of the amounts payable Exchange Agent to the holders of Eligible Shares shares of Company Common Stock pursuant to this Agreement. In additionSection 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 deposit with direct the transfer agent Exchange Agent to hold the Exchange Fund for the benefit of such holders of Company an amount of cash sufficient Common Stock and to effect 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 any declared but unpaid Company distributions, the record date for which is prior aggregate Merger Consideration pursuant to the Effective Time, if anySection 2.01(c).

Exchange Agent. At or prior to the Effective Time, Parent shall deposit designate a bank or cause trust company to act as the exchange agent (the identity and terms of designation and appointment of which shall be reasonably acceptable to the Company) for purposes of effecting the payment of all payments required to be deposited with an exchange agent selected by Parent made pursuant to Sections 2.1(a), 2.1(b), 2.1(f) and Section 2.3 (in the case of Section 2.3, when ascertained) (collectively, the “Merger Consideration”) in connection with the Company’s prior approval prior to the Closing Date (which approval shall not be unreasonably conditioned, withheld or delayed) Merger (the “Exchange Agent”), for and Parent shall enter into an Exchange Agent agreement with the benefit Exchange Agent in form and substance reasonably acceptable to the Company. Parent shall pay, or cause to be paid, the fees and expenses of the holders Exchange Agent. At or prior to the Effective Time, or in the case of Eligible Sharespayments pursuant to Section 2.3, when ascertained, Parent shall deposit, or cause to be deposited, with the Exchange Agent (ai) cash in an amount sufficient to pay the cash portion of the aggregate number of shares Merger Consideration and (ii) evidence of Parent Common Stock to be issued in uncertificated form or book-entry form comprising (and/or certificates representing such Parent Common Stock, at Parent’s election), in each case, to which holders of Shares and ADSs (other than Excluded Shares and ADS representing Excluded Shares) shall be entitled at the amount required to be delivered by Parent in exchange for the Eligible Shares Effective Time pursuant to Article II and (b) an aggregate amount of cash comprising the estimated maximum aggregate amount of cash required to be paid in lieu of any fractional shares pursuant to Section 3.5this Agreement. In additionthe event such deposited funds or Parent Common Stock are insufficient to pay the Merger Consideration, Parent shall deposit promptly deposit, or cause to be deposited deposited, with the Exchange Agent, as necessary from time to time after the Effective Time, any dividends Agent such additional funds or other distributions, if any, to which the holders of Eligible Shares may be entitled pursuant to Section 3.3, and additional cash required to be paid in lieu of any fractional shares pursuant to Section 3.5 and any other amounts required to be paid under this Agreement. Such shares evidence of Parent Common Stock, cash in lieu of any fractional shares payable pursuant as applicable, to Section 3.5 and the amount of any dividends or other distributions deposited with ensure that the Exchange Agent pursuant has sufficient funds and Parent Common Stock to this Section 3.1 are referred to in this Agreement collectively as the “Exchange Fund.” The Exchange Fund shall not be used for any purpose other than a purpose expressly provided for in this Agreementmake such payments. The funds representing the cash portion of the Exchange Fund Merger Consideration shall be invested by the Exchange Agent as reasonably directed by Parent; provided that any investment of such portion , pending payment thereof by the Exchange Agent to the holders of the Exchange Fund shall be limited to direct short-term obligations ofShares and ADSs (other than Excluded Shares and ADSs representing Excluded Shares) in accordance with this Article 2; provided, or short-term obligations fully guaranteed as to principal and interest byhowever, the U.S. government and that no such investment or loss thereon losses shall affect the amounts payable to such holders and Parent and the Surviving Company, as applicable, shall promptly replace or cause to be replaced any funds deposited with the timing Exchange Agent that are lost through any investment to the extent necessary to ensure that there are at all times funds sufficient for the Exchange Agent to pay the Merger Consideration. Earnings from such investments shall be the sole and exclusive property of the amounts payable Surviving Company, and no part of such earnings shall accrue to the benefit of holders of Eligible Shares pursuant to this Agreement. In addition, prior to the Effective Time, Parent shall deposit with the transfer agent for the Company an amount of cash sufficient to effect the payment of any declared but unpaid Company distributions, the record date for which is prior to the Effective Time, if anyShares.

Exchange Agent. At Prior to the Effective Time, Parent shall select an institution reasonably acceptable to the Company to act as the exchange agent (the “Exchange Agent”) in the Merger for the purpose of exchanging Certificates and non-certificated shares represented by book entry (“Book Entry Shares”) for the Merger Consideration. Parent will make available to the Exchange Agent, at or prior to the Effective Time, Parent shall deposit or cause to be deposited with an exchange agent selected by Parent with the Company’s prior approval prior to the Closing Date (which approval shall not be unreasonably conditioned, withheld or delayedi) (the “Exchange Agent”), for the benefit of the holders of Eligible Shares, (a) an aggregate a number of shares of Parent Common Stock sufficient to be issued in uncertificated form or book-entry form comprising pay the amount required to be delivered by Parent in exchange for the Eligible Shares aggregate Stock Consideration pursuant to Article II Section 2.6(b), (ii) cash in an amount sufficient to pay the aggregate Cash Consideration pursuant to Section 2.6(b) and (biii) cash in an aggregate amount sufficient to make all requisite payments of cash comprising the estimated maximum aggregate amount of cash required to be paid in lieu of any fractional shares pursuant to Section 3.5. 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 Eligible Shares may be entitled pursuant to Section 3.3, 2.7(e) (such cash and additional cash required to be paid in lieu of any fractional shares pursuant to Section 3.5 and any other amounts required to be paid under this Agreement. Such shares of Parent Common Stock, cash together with any dividends or distributions with respect thereto, the “Exchange Fund”). Promptly after the Effective Time, Parent will send, or will cause the Exchange Agent to send, to each holder of record (as of immediately prior to the Effective Time) of a Certificate (i) a letter of transmittal in lieu customary form (which shall specify that delivery shall be effected, and risk of any fractional loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent or by appropriate guarantee of delivery in the form customarily used in transactions of this nature from a member of a national securities exchange, a member of the Financial Industry Regulatory Authority, or a commercial bank or trust company in the United States) for use in effecting delivery of shares of Company Common Stock to the Exchange Agent and (ii) instructions for effecting the surrender of Certificates in exchange for the Merger Consideration issuable and payable pursuant to Section 3.5 in respect thereof, and the amount of any dividends or other distributions deposited with the Exchange Agent to which such holders are entitled pursuant to this Section 3.1 are referred to in this Agreement collectively as the “2.7(d)(i). Exchange Fund.” The Exchange Fund shall not be used for of any purpose other than a purpose expressly provided for in this Agreement. The cash portion of the Exchange Fund Book Entry Shares shall be invested effected in accordance with Parent’s customary procedures with respect to securities represented by the Exchange Agent as reasonably directed by Parent; provided that any investment of such portion of the Exchange Fund shall be limited to direct short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the U.S. government and that no such investment or loss thereon shall affect the amounts payable or the timing of the amounts payable to the holders of Eligible Shares pursuant to this Agreement. In addition, prior to the Effective Time, Parent shall deposit with the transfer agent for the Company an amount of cash sufficient to effect the payment of any declared but unpaid Company distributions, the record date for which is prior to the Effective Time, if anybook entry.

Exchange Agent. At or prior Prior to the Effective Time, Parent the Bidder shall deposit or cause to be deposited with appoint an exchange agent selected by Parent with the Company’s prior approval prior to the Closing Date (which approval shall not be unreasonably conditioned, withheld or delayed) (the “"Exchange Agent”), ") for the benefit purpose of (i) exchanging certificates representing Shares (the holders of Eligible Shares, (a"Certificates") an aggregate number of shares of Parent Common Stock to be issued in uncertificated form or book-entry form comprising the amount required to be delivered by Parent in exchange for the Eligible Shares pursuant to Article II and (b) an aggregate amount of cash comprising the estimated maximum aggregate amount of cash required to be paid in lieu of any fractional shares pursuant to Section 3.5Merger Consideration. In addition, Parent shall deposit or cause to be deposited with the Exchange Agent, as necessary from time to time after At the Effective Time, any dividends or other distributions, if any, to which Time the holders of Eligible Shares may be entitled pursuant to Section 3.3, and additional cash required to be paid in lieu of any fractional shares pursuant to Section 3.5 and any other amounts required to be paid under this Agreement. Such shares of Parent Common Stock, cash in lieu of any fractional shares payable pursuant to Section 3.5 and the amount of any dividends or other distributions deposited Bidder will deposit with the Exchange Agent pursuant to this the Merger Consideration and cash in the amount required by Section 3.1 are referred to in this Agreement collectively as 2.2(g) (the “"Exchange Fund.” The "). Upon receipt, the Exchange Fund shall not be used for any purpose other than a purpose expressly provided for in this Agreement. The Agent will invest the cash portion of the Exchange Fund in United States government securities maturing at the Election Deadline or such other government securities maturing at the Election Deadline or such other investments as the Bidder and the Company may mutually agree. Any interest and other income resulting from such investments shall be invested paid to the Bidder. Promptly after the Effective Time, the Exchange Agent will send to each holder of Shares a letter of transmittal and instructions (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates to the Exchange Agent) for use in such exchange, and to each holder of Shares an election form (the "Election Form") providing for such holders to make the Standard Election, the Cash Election or the Stock Election. Any Standard Election (other than a deemed Standard Election), Cash Election or Stock Election shall be validly made only if the Exchange Agent shall have received by 5:00 p.m., New York City Time, on a date (the "Election Deadline") to be mutually agreed upon by the Bidder and the Company (which date shall not be later than the twentieth Business Day after the Effective Time), an Election Form properly completed and executed (with the signature or signatures thereon guaranteed to the extent required by the Election Form) by such holder accompanied by such holder's Certificates, or by appropriate guarantees of delivery of such Certificates from a member of any national securities exchange or of the National Association of Securities Dealers or a commercial bank or trust company in the United States as set forth in such Election Form. Any holder of Shares who has made an election by submitting an Election Form to the Exchange Agent may at any time prior to the Election Deadline change such holder's election by submitting a revised Election Form, properly completed and signed that is received by the Exchange Agent as reasonably directed by Parent; provided that any investment of such portion of the Exchange Fund shall be limited to direct short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the U.S. government and that no such investment or loss thereon shall affect the amounts payable or the timing of the amounts payable to the holders of Eligible Shares pursuant to this Agreement. In addition, prior to the Effective Time, Parent shall deposit with the transfer agent for the Company an amount Election Deadline. Any holder of cash sufficient to effect the payment of Shares may at any declared but unpaid Company distributions, the record date for which is time prior to the Effective Timeto the Election Deadline revoke his election and withdraw his Certificates deposited with the Exchange Agent by written notice to the Exchange Agent received by the close of business on the day prior to the Election Deadline, if anyand such holder will receive the Standard Election Consideration.

Exchange Agent. Prior to the Effective Time, Parent or Merger Sub shall designate a reputable U.S. bank or trust company to act as the exchange agent (the identity and terms of designation and appointment of which shall be subject to the reasonable prior approval of the Company) for purposes of effecting the payment of the Merger Consideration and the Fractional Share Consideration in connection with the Merger (the “Exchange Agent”). Parent shall pay, or cause to be paid, the fees and expenses of the Exchange Agent. At or prior to the Effective Time, Parent shall deposit deposit, or cause to be deposited with an exchange agent selected by Parent deposited, with the Company’s prior approval prior Exchange Agent (i) evidence of Parent Shares issuable pursuant to Section 2.1(a) in book-entry form equal to the Closing Date aggregate number of Parent Shares included in the Stock Consideration (excluding any fractional Parent Shares to which approval shall not be unreasonably conditionedholders of Company Shares are entitled in accordance with this Agreement), withheld or delayedand (ii) cash in immediately available funds in an amount sufficient to pay the aggregate amount of cash included in the Cash Consideration and the Fractional Share Consideration (such evidence of Parent Shares in book-entry form and cash amounts, including any Dividend Consideration, the “Exchange AgentFund”), in each case, for the sole benefit of the holders of Eligible Company Shares. Parent shall cause the Exchange Agent to make delivery of the Merger Consideration and any Fractional Share Consideration and Dividend Consideration out of the Exchange Fund in accordance with this Agreement. In the event the Exchange Fund shall at any time be insufficient to pay the aggregate amount of the Merger Consideration, (a) the Fractional Share Consideration and the Dividend Consideration, Parent shall, or shall cause Merger Sub to, promptly deposit additional Parent Shares or cash in immediately available funds, as applicable, with the Exchange Agent in an aggregate number of shares of Parent Common Stock amount that is equal to be issued the deficiency in uncertificated form or book-entry form comprising the amount required to be delivered by Parent in exchange for the Eligible Shares pursuant to Article II and (b) an aggregate amount of cash comprising the estimated maximum aggregate amount of cash required to be paid in lieu of any fractional shares pursuant to Section 3.5make such payment. 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 Eligible Shares may be entitled pursuant to Section 3.3, and additional cash required to be paid in lieu of any fractional shares pursuant to Section 3.5 and any other amounts required to be paid under this Agreement. Such shares of Parent Common Stock, cash in lieu of any fractional shares payable pursuant to Section 3.5 and the amount of any dividends or other distributions deposited with the Exchange Agent pursuant to this Section 3.1 are referred to in this Agreement collectively as the “Exchange Fund.” The Exchange Fund shall not be used for any purpose other than a purpose that is not expressly provided for in this Agreement. The cash portion of the Exchange Fund shall be invested by the Exchange Agent as reasonably directed by ParentParent or Merger Sub, in its sole discretion, pending payment thereof by the Exchange Agent to the holders of the Company Shares; provided that that, unless otherwise agreed by Parent and the Company prior to the Closing, any investment of such portion of the Exchange Fund investments shall be limited to direct short-term in obligations of, or short-term obligations fully guaranteed as to principal and interest by, the U.S. United States government or any agency or instrumentality thereof, in commercial paper obligations rated A 1 or P 1 or better by ▇▇▇▇▇’▇ Investors Service, Inc. or Standard & Poor’s Corporation, respectively, or in certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $5.0 billion (based on the most recent financial statements of such bank that are then publicly available). Earnings from such investments shall be the sole and that exclusive property of Parent or Merger Sub, and no part of such investment or loss thereon earnings shall affect the amounts payable or the timing of the amounts payable accrue to the benefit of holders of Eligible Shares pursuant to this Agreement. In addition, prior to the Effective Time, Parent shall deposit with the transfer agent for the Company an amount of cash sufficient to effect the payment of any declared but unpaid Company distributions, the record date for which is prior to the Effective Time, if anyShares.

Exchange Agent. At Prior to the Effective Time, Parent shall select an institution reasonably acceptable to the Company to act as the exchange agent (the “Exchange Agent”) in the Merger for the purpose of exchanging Certificates and Book Entry Shares for the applicable Merger Consideration. Prior to the Effective Time, Parent shall enter into or shall have entered into an exchange agent agreement with the Exchange Agent, which agreement shall set forth the duties, responsibilities and obligations of the Exchange Agent consistent with the terms of this Agreement and such agreement shall be reasonably acceptable to the Company. Parent will make available to the Exchange Agent, at or prior to the Effective Time, Parent shall deposit or cause to be deposited with an exchange agent selected by Parent with the Company’s prior approval prior to the Closing Date (which approval shall not be unreasonably conditioned, withheld or delayed) (the “Exchange Agent”), for the benefit of the holders of Eligible Shares, (a) an aggregate a number of shares of Parent Common Stock sufficient to be issued in uncertificated form or book-entry form comprising pay the amount required to be delivered by Parent in exchange for the Eligible Shares pursuant to Article II and (b) an aggregate amount of cash comprising the estimated maximum aggregate amount of cash required to be paid in lieu of any fractional shares Merger Consideration pursuant to Section 3.5. 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 Eligible Shares may be entitled pursuant to 2.6(a) and Section 3.3, and additional cash required to be paid in lieu of any fractional shares pursuant to Section 3.5 and any other amounts required to be paid under this Agreement. Such 2.7(e) (such shares of Parent Common Stock, cash together with any dividends or distributions with respect thereto, the “Exchange Fund”). Promptly after the Effective Time, Parent will send, or will cause the Exchange Agent to send, to each holder of record (as of immediately prior to the Effective Time) of a Certificate (A) a letter of transmittal in lieu customary form (which shall specify that delivery shall be effected, and risk of any fractional loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent or by appropriate guarantee of delivery in the form customarily used in transactions of this nature from a member of a national securities exchange, a member of the Financial Industry Regulatory Authority, or a commercial bank or trust company in the United States) for use in effecting delivery of shares of Company Common Stock to the Exchange Agent and (B) instructions for effecting the surrender of Certificates in exchange for the Merger Consideration issuable and payable pursuant to Section 3.5 in respect thereof, and the amount of any dividends or other distributions deposited with the Exchange Agent to which such holders are entitled to pursuant to this Section 3.1 are referred to in this Agreement collectively as the “2.7(d). Exchange Fund.” The Exchange Fund shall not be used for of any purpose other than a purpose expressly provided for in this Agreement. The cash portion of the Exchange Fund Book Entry Shares shall be invested effected in accordance with Parent’s customary procedures with respect to securities represented by the Exchange Agent as reasonably directed by Parent; provided that any investment of such portion of the Exchange Fund shall be limited to direct short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the U.S. government and that no such investment or loss thereon shall affect the amounts payable or the timing of the amounts payable to the holders of Eligible Shares pursuant to this Agreement. In addition, prior to the Effective Time, Parent shall deposit with the transfer agent for the Company an amount of cash sufficient to effect the payment of any declared but unpaid Company distributions, the record date for which is prior to the Effective Time, if anybook entry.

Exchange Agent. Prior to the Effective Time, Parent or Merger Sub shall designate a reputable U.S. bank or trust company to act as the exchange agent (the identity and terms of designation and appointment of which shall be subject to the reasonable prior approval of the Company) for purposes of effecting the payment of the Merger Consideration and the Fractional Share Consideration in connection with the Merger (the “Exchange Agent”). Parent shall pay, or cause to be paid, the fees and expenses of the Exchange Agent. At or prior to the Effective Time, Parent Merger Sub shall deposit deposit, or cause to be deposited with an exchange agent selected by Parent deposited, with the Company’s prior approval prior Exchange Agent (i) evidence of Parent Shares issuable pursuant to Section 2.1(a) in book-entry form equal to the Closing Date aggregate number of Parent Shares included in the Merger Consideration (which approval shall not be unreasonably conditionedexcluding any fractional Parent Shares), withheld or delayedand (ii) cash in immediately available funds in an amount sufficient to pay the aggregate amount of cash included in the Merger Consideration and the Fractional Share Consideration (such evidence of Parent Shares in book-entry form and cash amounts, including any Dividend Consideration, the “Exchange AgentFund”), in each case, for the sole benefit of the holders of Eligible Company Shares. Parent shall cause the Exchange Agent to make delivery of the Merger Consideration out of the Exchange Fund in accordance with this Agreement. In the event the Exchange Fund shall at any time be insufficient to pay the aggregate amount of the Merger Consideration, (a) the Fractional Share Consideration and the Dividend Consideration, Parent shall, or shall cause Merger Sub to, promptly deposit additional funds with the Exchange Agent in an aggregate number of shares of Parent Common Stock amount that is equal to be issued the deficiency in uncertificated form or book-entry form comprising the amount required to be delivered by Parent in exchange for the Eligible Shares pursuant to Article II and (b) an aggregate amount of cash comprising the estimated maximum aggregate amount of cash required to be paid in lieu of any fractional shares pursuant to Section 3.5make such payment. 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 Eligible Shares may be entitled pursuant to Section 3.3, and additional cash required to be paid in lieu of any fractional shares pursuant to Section 3.5 and any other amounts required to be paid under this Agreement. Such shares of Parent Common Stock, cash in lieu of any fractional shares payable pursuant to Section 3.5 and the amount of any dividends or other distributions deposited with the Exchange Agent pursuant to this Section 3.1 are referred to in this Agreement collectively as the “Exchange Fund.” The Exchange Fund shall not be used for any purpose other than a purpose that is not expressly provided for in this Agreement. The cash portion of the Exchange Fund shall be invested by the Exchange Agent as reasonably directed by ParentParent or Merger Sub, in its sole discretion, pending payment thereof by the Exchange Agent to the holders of the Company Shares; provided that any investment of such portion of the Exchange Fund investments shall be limited to direct short-term in obligations of, or short-term obligations fully guaranteed as to principal and interest by, the U.S. United States government or any agency or instrumentality thereof, in commercial paper obligations rated A 1 or P 1 or better by ▇▇▇▇▇’▇ Investors Service, Inc. or Standard & Poor’s Corporation, respectively, or in certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $5.0 billion (based on the most recent financial statements of such bank that are then publicly available). Earnings from such investments shall be the sole and that exclusive property of Parent or Merger Sub, and no part of such investment or loss thereon earnings shall affect the amounts payable or the timing of the amounts payable accrue to the benefit of holders of Eligible Shares pursuant to this Agreement. In addition, prior to the Effective Time, Parent shall deposit with the transfer agent for the Company an amount of cash sufficient to effect the payment of any declared but unpaid Company distributions, the record date for which is prior to the Effective Time, if anyShares.

Exchange Agent. At or prior simultaneous with the Closing, (A) BUYER will furnish to a bank or trust company designated by BUYER and the COMPANY (the "EXCHANGE AGENT") irrevocable instructions to issue a stock certificate (issued in the name of the Exchange Agent or its nominee) representing that number of BUYER Shares equal to the product of (I) the Conversion Ratio TIMES (II) the number of outstanding COMPANY Shares and (B) 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 holder to use in surrendering the Certificates that represented his or its COMPANY Shares in exchange for a Certificate representing the number of BUYER Shares to which he or it is entitled. Such letter of transmittal shall specify that delivery shall be effected, and risk of loss and title to the Certificate or Certificates shall pass, only upon proper delivery of the Certificate or Certificates to the Exchange Agent, and the Exchange Agent shall advise such holder of the effectiveness of 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 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, Parent shall deposit or cause to be deposited with an exchange agent selected by Parent with the Company’s prior approval prior to the Closing Date (which approval shall not be unreasonably conditioned, withheld or delayed) (the “Exchange Agent”), for the benefit of the holders of Eligible Shares, (a) an aggregate number of shares of Parent Common Stock to be issued in uncertificated form or book-entry form comprising the amount required to be delivered by Parent in exchange for the Eligible Shares pursuant to Article II and (b) an aggregate amount of cash comprising the estimated maximum aggregate amount of cash required to be paid in lieu of any fractional shares pursuant to Section 3.5. 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 Eligible Shares may be entitled pursuant to Section 3.3, and additional cash required to be paid in lieu of any fractional shares pursuant to Section 3.5 and any other amounts required to be paid under this Agreement. Such shares of Parent Common Stock, cash in lieu of any fractional shares payable pursuant to Section 3.5 and the amount of any dividends or other distributions deposited with the Exchange Agent pursuant to this Section 3.1 are referred to in this Agreement collectively as the “Exchange Fund.” The Exchange Fund shall not be used for any purpose other than a purpose expressly provided for in this Agreement. The cash portion of the Exchange Fund shall be invested by BUYER will further provide the Exchange Agent as reasonably directed by Parent; provided that any investment well as BUYER's stock transfer agent with irrevocable instructions to provide for the issuance of such portion Certificates for the number of shares reserved and subject to COMPANY options and warrants to purchase BUYER Shares in accordance with the Conversion Rate upon exercise of the Exchange Fund shall be limited to direct short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the U.S. government and that no such investment or loss thereon shall affect the amounts payable or the timing of the amounts payable to the holders of Eligible Shares pursuant to this Agreement. In addition, prior to the Effective Time, Parent shall deposit with the transfer agent for the Company an amount of cash sufficient to effect the payment of any declared but unpaid Company distributions, the record date for which is prior to the Effective Time, if anysame.

Exchange Agent. At After the Effective Time, a bank or trust company -------------- designated by Parent shall act as agent (the "Exchange Agent") in effecting the exchange of certificates ("Certificates") which, immediately prior to the Effective Time, represent Company Common Stock or Company Preferred Stock for certificates of Parent Common Shares and, subsequent to such exchange, in distributing Additional Shares. As soon as practicable after the Effective Time, the Exchange Agent shall deposit or cause mail a transmittal form (the "Letter of Transmittal") to each holder of Certificates theretofore representing any such shares of Company Common Stock and Company Preferred Stock advising such holder of the procedure for surrendering to the Exchange Agent any such Certificates for exchange. If any certificates of Parent Common Shares are to be deposited with an issued in a name other than that in which a Certificate so surrendered is then registered, it shall be a condition of such exchange agent selected that the Certificate surrendered be accompanied by Parent with payment of any applicable transfer taxes and documents required for a valid transfer. From and after the Company’s prior approval prior Effective Time, until so surrendered, each Certificate shall be deemed for all corporate purposes, except as set forth below, to evidence the Closing Date (which approval shall not be unreasonably conditioned, withheld or delayed) (the “Exchange Agent”), for the benefit of the holders of Eligible Shares, (a) an aggregate number of shares of Parent Common Shares and the right to receive the Additional Shares into which the shares of Company Common Stock or Company Preferred Stock represented by such Certificate shall have been converted. Unless and until any Certificate shall be so surrendered, the holder of such Certificate shall have no right to be issued in uncertificated form vote or book-entry form comprising the amount required to be delivered by receive any dividends paid or other distributions made to holders of record of Parent in exchange for the Eligible Common Shares pursuant to Article II and (b) an aggregate amount of cash comprising the estimated maximum aggregate amount of cash required to be paid in lieu of any fractional shares pursuant to Section 3.5. In addition, Parent shall deposit or cause to be deposited with the Exchange Agent, as necessary from time to time after the Effective Time. Upon surrender of a Certificate, any dividends or other distributionsthe holder of record thereof shall receive, if any, together with certificates representing the Parent Common Shares to which the 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 Eligible Shares may be entitled pursuant to Section 3.3, and additional cash required to be paid in lieu of any fractional shares pursuant to Section 3.5 and any other amounts required to be paid under this Agreement. Such shares record of Parent Common StockShares after the Effective Time in the case of Initial Shares, cash or after any Contingent Payment Date, in lieu the case of Additional Shares, in each such case, without interest thereon. Parent shall be authorized to deliver Parent Common Shares attributable to any fractional shares payable pursuant to Section 3.5 and the amount Certificate theretofore issued which has been lost or destroyed upon receipt of any dividends or other distributions deposited with the Exchange Agent pursuant to this Section 3.1 are referred to in this Agreement collectively as the “Exchange Fund.” The Exchange Fund shall not be used for any purpose other than a purpose expressly provided for in this Agreement. The cash portion satisfactory evidence of ownership of the Exchange Fund shall be invested by the Exchange Agent as reasonably directed by Parent; provided that any investment shares formerly represented thereby and of such portion of the Exchange Fund shall be limited to direct short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the U.S. government and that no such investment or loss thereon shall affect the amounts payable or the timing of the amounts payable to the holders of Eligible Shares pursuant to this Agreement. In addition, prior to the Effective Time, Parent shall deposit with the transfer agent for the Company an amount of cash sufficient to effect the payment of any declared but unpaid Company distributions, the record date for which is prior to the Effective Time, if anyappropriate indemnification.

Exchange Agent. At or Not less than 30 days prior to the anticipated Effective Time, Parent shall deposit appoint a bank or cause trust company reasonably acceptable to be deposited with an the Company to act as exchange agent selected by Parent with the Company’s prior approval prior to the Closing Date (which approval shall not be unreasonably conditioned, withheld or delayed) (the “Exchange Agent”)) for the purpose of exchanging shares of Company Common Stock for the Merger Consideration. As of the Effective Time, (i) Parent, on behalf of BATUS, shall have deposited with or provided to the Exchange Agent, or shall have caused to be deposited with or provided to the Exchange Agent, in escrow for the benefit of the holders of Eligible SharesCompany Common Stock, the aggregate number of Parent ADSs (arounded up to the nearest whole number) to be issued as Merger Consideration, and (ii) BATUS shall have deposited with or provided to the Exchange Agent, in escrow for the benefit of the holders of Company Common Stock, an aggregate amount of cash in U.S. dollars equal to the product of (x) the number of shares of Parent Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock owned by Parent or any Parent Subsidiaries and any Dissenting Shares) and (y) the Per Share Cash Consideration. Parent’s issuance of the Parent Ordinary Shares underlying the Parent ADSs to be issued as Merger Consideration to the depositary of the Parent ADSs shall be in uncertificated form or book-entry form comprising its capacity as nominee, in which case beneficial ownership to such Parent ADSs shall vest at the amount required Effective Time to the applicable holders of Company Common Stock; provided, however, that the vesting of legal title to such Parent ADSs to such holders of Company Common Stock shall be delivered conditional upon compliance by such holders with Section 2.02(b). Following the Effective Time, the Parent in exchange for the Eligible Shares pursuant to Article II and (b) an aggregate amount of cash comprising the estimated maximum aggregate amount of cash required to be paid in lieu of any fractional shares pursuant to Section 3.5. In addition, Parent Entities shall promptly deposit or cause to be deposited with the Exchange Agent, as necessary from time to time after the Effective Timeas needed, cash in U.S. dollars sufficient to pay any dividends or and other distributions, if any, to which the holders of Eligible Shares may be entitled distributions pursuant to Section 3.3, 2.02(c). All cash and additional cash required to be paid in lieu of any fractional shares pursuant to Section 3.5 and any other amounts required to be paid under this Agreement. Such shares of Parent Common Stock, cash in lieu of any fractional shares payable pursuant to Section 3.5 and the amount of any dividends or other distributions ADSs deposited with or provided to the Exchange Agent pursuant to this Section 3.1 are by or on behalf of BATUS shall be referred to in this Agreement collectively as the “Exchange Fund.” ”. The Parent Entities will instruct the Exchange Agent to pay the Merger Consideration out of the Exchange Fund in accordance with the terms of this Agreement, and the Exchange Fund shall not be used for any purpose other than a purpose expressly provided for in this Agreement. The cash portion the delivery of the Exchange Fund shall be invested by the Exchange Agent as reasonably directed by Parent; provided that Merger Consideration and of any investment of such portion of the Exchange Fund shall be limited to direct short-term obligations of, or short-term obligations fully guaranteed as to principal dividends and interest by, the U.S. government and that no such investment or loss thereon shall affect the amounts payable or the timing of the amounts payable to the holders of Eligible Shares other distributions pursuant to this Agreement. In addition, prior to the Effective Time, Parent shall deposit with the transfer agent for the Company an amount of cash sufficient to effect the payment of any declared but unpaid Company distributions, the record date for which is prior to the Effective Time, if anySection 2.02(c).

Exchange Agent. At or Not less than 30 days prior to the anticipated Effective Time, Parent shall deposit appoint a bank or cause trust company reasonably acceptable to be deposited with an the Company to act as exchange agent selected by Parent with the Company’s prior approval prior to the Closing Date (which approval shall not be unreasonably conditioned, withheld or delayed) (the “Exchange Agent”)) for the purpose of exchanging shares of Company Common Stock for the Merger Consideration. As of the Effective Time, (i) Parent, on behalf of BATUS, shall have deposited with or provided to the Exchange Agent, or shall have caused to be deposited with or provided to the Exchange Agent, in escrow for the benefit of the holders of Eligible SharesCompany Common Stock, the aggregate number of Parent ADSs (arounded up to the nearest whole number) to be issued as Merger Consideration, and (ii) BATUS shall have deposited with or provided to the Exchange Agent, in escrow for the benefit of the holders of Company Common Stock, an aggregate amount of cash in U.S. dollars equal to the product of (x) the number of shares of Parent Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock owned by Parent or any Parent Subsidiaries and any Dissenting Shares) and (y) the Per Share Cash Consideration. Parent’s issuance of the Parent Ordinary Shares underlying the Parent ADSs to be issued as Merger Consideration to the depositary of the Parent ADSs shall be in uncertificated form or book-entry form comprising its capacity as nominee, in which case beneficial ownership to such Parent ADSs shall vest at the amount required Effective Time to the applicable holders of Company Common Stock; provided, however, that the vesting of legal title to such Parent ADSs to such holders of Company Common Stock shall be delivered conditional upon compliance by such holders with Section 2.02(b). Following the Effective Time, the Parent in exchange for the Eligible Shares pursuant to Article II and (b) an aggregate amount of cash comprising the estimated maximum aggregate amount of cash required to be paid in lieu of any fractional shares pursuant to Section 3.5. In addition, Parent Entities shall promptly deposit or cause to be deposited with the Exchange Agent, as necessary from time to time after the Effective Timeas needed, cash in U.S. dollars sufficient to pay any dividends or and other distributions, if any, to which the holders of Eligible Shares may be entitled distributions pursuant to Section 3.3, 2.02(c). All cash and additional cash required to be paid in lieu of any fractional shares pursuant to Section 3.5 and any other amounts required to be paid under this Agreement. Such shares of Parent Common Stock, cash in lieu of any fractional shares payable pursuant to Section 3.5 and the amount of any dividends or other distributions ADSs deposited with or provided to the Exchange Agent pursuant to this Section 3.1 are by or on behalf of BATUS shall be referred to in this Agreement collectively as the “Exchange Fund.” ”. The Parent Entities will instruct the Exchange Agent to pay the Merger Consideration out of the Exchange Fund in accordance with the terms of this Agreement, and the Exchange Fund shall not be used for any purpose other than a purpose expressly provided for in this Agreement. The cash portion the delivery of the Exchange Fund shall be invested by the Exchange Agent as reasonably directed by Parent; provided that Merger Consideration and of any investment of such portion of the Exchange Fund shall be limited to direct short-term obligations of, or short-term obligations fully guaranteed as to principal dividends and interest by, the U.S. government and that no such investment or loss thereon shall affect the amounts payable or the timing of the amounts payable to the holders of Eligible Shares other distributions pursuant to this AgreementSection 2.02(c). In addition, prior to the Effective Time, Parent shall deposit with the transfer agent for the Company an amount of cash sufficient to effect the payment of any declared but unpaid Company distributions, the record date for which is prior to the Effective Time, if any.(b)

Exchange Agent. At or prior Prior to the First Effective Time, Parent shall deposit designate a reputable U.S. bank or cause trust company to be deposited with an act as the exchange agent selected by Parent with (the identity and terms of designation and appointment of which shall be subject to the reasonable prior approval of the Company’s prior approval prior to ) for purposes of effecting the Closing Date (which approval shall not be unreasonably conditioned, withheld or delayed) payment of the Merger Consideration and the Fractional Share Consideration in connection with Merger I (the “Exchange Agent”). Parent shall pay, or cause to be paid, the fees and expenses of the Exchange Agent. At or prior to the First Effective Time, Parent shall deposit, or cause to be deposited, with the Exchange Agent (i) evidence of Parent Common Shares issuable pursuant to Section 2.1(a)(i) in book-entry form equal to the aggregate number of Parent Common Shares included in the Stock Consideration (excluding any fractional Parent Common Shares, which shall be treated in accordance with Section 2.7), and (ii) cash in immediately available funds in an amount sufficient to pay the aggregate Cash Consideration and the Fractional Share Consideration (such evidence of Parent Common Shares in book-entry form and cash amounts, the “Exchange Fund”), in each case, for the sole benefit of the holders of Eligible Company Common Shares. Parent shall cause the Exchange Agent to make delivery of the Merger Consideration and any Fractional Share Consideration out of the Exchange Fund in accordance with this Agreement. In the event the Exchange Fund shall at any time be insufficient to pay the aggregate amount of the Merger Consideration and the Fractional Share Consideration, (a) an aggregate number of shares of Parent shall promptly deposit additional Parent Common Stock Shares or cash in immediately available funds, as applicable, with the Exchange Agent in an amount that is equal to be issued the deficiency in uncertificated form or book-entry form comprising the amount required to be delivered by Parent in exchange for the Eligible Shares pursuant to Article II and (b) an aggregate amount of cash comprising the estimated maximum aggregate amount of cash required to be paid in lieu of any fractional shares pursuant to Section 3.5make such payment. 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 Eligible Shares may be entitled pursuant to Section 3.3, and additional cash required to be paid in lieu of any fractional shares pursuant to Section 3.5 and any other amounts required to be paid under this Agreement. Such shares of Parent Common Stock, cash in lieu of any fractional shares payable pursuant to Section 3.5 and the amount of any dividends or other distributions deposited with the Exchange Agent pursuant to this Section 3.1 are referred to in this Agreement collectively as the “Exchange Fund.” The Exchange Fund shall not be used for any purpose other than a purpose that is not expressly provided for in this Agreement. The cash portion of the Exchange Fund shall be invested by the Exchange Agent as reasonably directed by Parent; provided that any investment of such portion of P▇▇▇▇▇, in its sole discretion, pending payment thereof by the Exchange Fund shall be limited to direct short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the U.S. government and that no such investment or loss thereon shall affect the amounts payable or the timing of the amounts payable Agent to the holders of Eligible Shares pursuant to this Agreementthe Company Common Shares. In additionEarnings from such investments shall be the sole and exclusive property of Parent, prior and no part of such earnings shall accrue to the Effective Time, Parent shall deposit with the transfer agent for the benefit of holders of Company an amount of cash sufficient to effect the payment of any declared but unpaid Company distributions, the record date for which is prior to the Effective Time, if anyCommon Shares.

Exchange Agent. At or prior Prior to the Effective Time, Parent shall deposit or cause to be deposited with enter into an exchange agent selected by Parent agreement with the Company’s prior transfer agent on the date of this Agreement, or another bank or trust company selected by Parent and approved in advance by the Company (such approval prior not to the Closing Date (which approval shall not be unreasonably conditioned, withheld or delayedwithheld) (the “Exchange Agent”), which shall provide for the payment of Merger Consideration in accordance with the terms of this Article 2. Parent shall, or shall take all steps necessary to enable and cause Merger Sub to, deposit with the Exchange Agent at or prior to the Effective Time, for the benefit of the holders of Eligible Shares, (a) an aggregate number of shares of Parent Common Stock Shares outstanding immediately prior to be issued in uncertificated form or book-entry form comprising the amount required to be delivered by Parent in exchange for the Eligible Shares pursuant to Article II and (b) an aggregate amount of cash comprising the estimated maximum aggregate amount of cash required to be paid in lieu of any fractional shares pursuant to Section 3.5. 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 Eligible Shares may be entitled pursuant to Section 3.3, and additional cash required to be paid in lieu of any fractional shares pursuant to Section 3.5 and any other amounts required to be paid under this Agreement. Such shares of Parent Common Stock, cash in lieu of any fractional shares payable pursuant to Section 3.5 and the amount of any dividends or other distributions deposited with for payment by the Exchange Agent pursuant in accordance with this Article 2, the cash in U.S. dollars necessary to this Section 3.1 are referred pay for the Shares converted into the right to in this Agreement collectively as receive Merger Consideration (the “Exchange Fund.” ”). The Exchange Fund shall not be used for any purpose other than a purpose expressly provided for in this Agreementpurpose. The cash portion of the Exchange Fund shall shall, pending its disbursement to such holders, be invested by the Exchange Agent as reasonably directed by Parent; provided provided, however, that any investment such investments shall be in obligations of or guaranteed by the United States of America, in commercial paper obligations rated A-1 or P-1 or better by ▇▇▇▇▇’▇ Investor Service, Inc. or Standard & Poor’s Corporation, respectively, or in certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $10 billion (based on the most recent financial statements of such portion of the Exchange Fund shall be limited to direct short-term obligations ofbank which are then publicly available); provided further, or short-term obligations fully guaranteed as to principal and interest byhowever, the U.S. government and that no such investment gain or loss thereon shall affect the amounts payable or the timing of the amounts payable to the holders of Eligible Shares pursuant to this Agreement. In addition, prior to following the Effective Time, Time and Parent shall take all actions necessary to ensure that the Exchange Fund includes at all times cash in U.S. dollars sufficient to satisfy Parent’s obligation under this Article 2. Any interest or income produced (net of any loss) by such amounts on deposit with the transfer agent Exchange Agent will be payable to Parent or as Parent otherwise directs. In the event of any losses to the Exchange Fund from any investment such that the Exchange Fund is diminished below the level required for the Company an amount of Exchange Agent to make prompt cash sufficient to effect payments as required under Section 2.7(b), Parent shall, or shall cause the payment of any declared but unpaid Company distributionsSurviving Corporation to, as promptly as practicable deposit additional cash into the record date for which is prior Exchange Fund to the Effective Time, if anyextent necessary to reimburse the Exchange Fund for any such investment losses.

Exchange Agent. At or prior to (a) As of the Effective Time, Parent shall deposit designate, and enter into an agreement (the “Exchange Agent Agreement”) with, Computershare Inc., a Delaware corporation, or cause another Person reasonably acceptable to be deposited with an the Company, to act as exchange agent selected by Parent with in the Company’s prior approval prior to the Closing Date (which approval shall not be unreasonably conditioned, withheld or delayed) Merger (the “Exchange Agent”), for the benefit of the holders of Eligible Shares, (a) an aggregate number of shares of Parent Common Stock to be issued in uncertificated form or book-entry form comprising the amount required to be delivered by Parent in exchange for the Eligible Shares pursuant to Article II and (b) an aggregate amount of cash comprising the estimated maximum aggregate amount of cash required to be paid in lieu of any fractional shares pursuant to Section 3.5. In addition, which agreement shall provide that Parent shall deposit or cause to be deposited with the Exchange AgentAgent as of the Effective Time or, if Parent and the Company have not agreed as necessary from time to time after the Aggregate Merger Consideration as of the Effective Time, any dividends or other distributionsthen at the time specified in Section 1.6(d), if any, to which the holders of Eligible Shares may be entitled pursuant to Section 3.3, and additional cash required to be paid in lieu of any fractional shares pursuant to Section 3.5 and any other amounts required to be paid under this Agreement. Such shares of Parent Common Stock, cash in lieu of any fractional shares payable pursuant to Section 3.5 and the amount of any dividends or other distributions deposited with the Exchange Agent pursuant to this Section 3.1 are referred to in this Agreement collectively as the “Exchange Fund.” The Exchange Fund shall not be used for any purpose other than a purpose expressly provided for in this Agreement. The cash portion of the Exchange Fund shall be invested by the Exchange Agent as reasonably directed by Parent; provided that any investment of such portion of the Exchange Fund shall be limited to direct short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the U.S. government and that no such investment or loss thereon shall affect the amounts payable or the timing of the amounts payable to the holders of Eligible Shares pursuant to this Agreement. In addition, prior to the Effective Time, Parent shall deposit with the transfer agent for the Company an amount of cash sufficient to effect the payment of any declared but unpaid the aggregate Per Share Merger Consideration for all shares of Company distributionsCommon Stock outstanding as of the Effective Time (other than Dissenting Shares and shares to be canceled in accordance with Section 1.5(b)) (the “Exchange Fund”). (b) Parent shall request the Exchange Agent to, promptly after the Effective Time, mail to each Company Shareholder who holds of record of a certificate or certificates (collectively, the record date for which is “Certificates”) representing shares of Company Common Stock issued and outstanding immediately prior to the Effective TimeTime 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 actual delivery thereof to the Exchange Agent and shall contain instructions for use in effecting the surrender of such Certificates in exchange for the Per Share Merger Consideration (the “Transmittal Letter”)). Upon surrender for cancellation to the Exchange Agent of all Certificates held by any Company Shareholder, together with the Transmittal Letter, duly executed, such Company Shareholder shall be entitled to receive the Per Share Merger Consideration in exchange for each share of Company Common Stock represented by such Certificates, and any Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, payment may be made to a Person other than the Person in whose name the Certificate so surrendered is registered, if anysuch Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer or other Taxes required by reason of the payment to a Person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such Tax has been paid or is not applicable.

Exchange Agent. At or prior to the Effective Time, Parent shall deposit or cause to be deposited with an exchange agent selected by Parent (with the consent of the Company’s prior approval prior , not to the Closing Date (which approval shall not be unreasonably conditionedwithheld, withheld conditioned or delayed) to serve as the exchange agent (the “Exchange Agent”), for the benefit of the holders of Eligible Sharesshares of Company Common Stock, (a) an aggregate number of shares of Parent Class A Common Stock to be issued in uncertificated form or non-certificated book-entry form and an aggregate amount of cash, in each case, comprising the amount amounts required to be delivered in respect of shares of Company Common Stock pursuant to Section 2.1 and 2.7. The relative amounts of Stock Merger Consideration and Cash Merger Consideration initially deposited will be determined based on information contained in investor questionnaires delivered pursuant to Section 2.9 at least five (5) Business Days prior to the Effective Time or as otherwise determined by Parent in exchange for accordance with the Eligible Shares pursuant last sentence of Section 2.1(a). If, subsequent to Article II such deposit, the relative amounts of Stock Merger Consideration and (b) an aggregate amount Cash Merger Consideration are adjusted due to receipt of cash comprising additional investor questionnaires or otherwise, the estimated maximum aggregate amount of cash required to amounts on deposit with the Exchange Agent shall be paid in lieu of any fractional shares pursuant to Section 3.5adjusted accordingly. 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 Eligible Shares shares of Company Common Stock may be entitled pursuant to Section 3.3, 2.10 with both a record and additional cash required payment date after the Effective Time and prior to be paid in lieu the surrender of any fractional such shares pursuant to Section 3.5 and any other amounts required to be paid under this Agreementof Company Common Stock. Such shares of Parent Class A Common Stock, cash in lieu of any fractional shares payable pursuant to Section 3.5 and the amount of any dividends or other distributions deposited with the Exchange Agent pursuant to this Section 3.1 2.8 are referred to in this Agreement collectively as the “Exchange Fund.” ”. The Exchange Fund shall not be used for any purpose other than a purpose expressly provided for in this Agreement. The cash portion of the Exchange Fund shall may be invested deposited by the Exchange Agent as reasonably directed by Parent; provided . To the extent that there are losses with respect to such deposits, a default of an applicable bank or for any investment other reason any amount in the Exchange Fund is below that required to make prompt payment of the aggregate Merger Consideration and the other payments contemplated by this Article II, Parent shall promptly replace, restore or supplement the shares of Parent Class A Common Stock or cash, as applicable, 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 make the payment of the aggregate Merger Consideration and the other payments contemplated by this Article II. Any interest and other income resulting from such portion deposit may become part of the Exchange Fund shall be limited to direct short-term obligations ofFund, or short-term obligations fully guaranteed as to principal and interest by, the U.S. government and that no such investment or loss thereon shall affect the any amounts payable or the timing in excess of the amounts payable under Section 2.1 may, at the discretion of Parent, be promptly returned to Parent or the holders of Eligible Shares pursuant to this Agreement. In addition, prior to the Effective Time, Parent shall deposit with the transfer agent for the Company an amount of cash sufficient to effect the payment of any declared but unpaid Company distributions, the record date for which is prior to the Effective Time, if anySurviving Corporation.

Exchange Agent. At or prior Computershare ▇▇▇▇▇▇▇▇▇▇▇al Services, LLC will act as agent of Parent for purposes of, among other things, mailing and receiving transmittal letters and distributing cash and certificates for Parent Common Stock, and cash in lieu of fractional shares of Parent Common Stock, to the Company shareholders (the "EXCHANGE AGENT"). As of the Effective Time, Parent and the Exchange Agent shall enter into an agreement which will provide that Parent shall irrevocably (except as provided in Section 2.2(f)) deposit or cause to be deposited with an exchange agent selected by Parent with the Company’s prior approval prior to Exchange Agent as of the Closing Date (which approval shall not be unreasonably conditioned, withheld or delayed) (the “Exchange Agent”)Effective Time, for the benefit of the holders of Eligible Sharesshares of Company Common Stock, (a) an aggregate number of for exchange in accordance with this Article II, through the Exchange Agent, all cash and certificates representing the shares of Parent Common Stock to be issued in uncertificated form or book-entry form comprising the amount required to be delivered by Parent in exchange for the Eligible Shares pursuant to Article II (such cash and (b) an aggregate amount of cash comprising the estimated maximum aggregate amount of cash required to be paid in lieu of any fractional shares pursuant to Section 3.5. 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 Eligible Shares may be entitled pursuant to Section 3.3, and additional cash required to be paid in lieu of any fractional shares pursuant to Section 3.5 and any other amounts required to be paid under this Agreement. Such shares of Parent Common Stock, together with any dividends or distributions with respect thereto with a record date on or after the Effective Time, and any cash in lieu of any fractional shares proceeds thereof being hereinafter referred to as the "EXCHANGE FUND") payable or issuable pursuant to Section 3.5 2.1 (assuming that all Dissenting Shares will lose the right of appraisal) and Section 2.2(e) in exchange for outstanding shares of Company Common Stock. Additional amounts of cash, if any, needed from time to time by the amount Exchange Agent to make payments of Cash Consideration or for fractional shares or Dissenting Shares shall be provided by Parent and shall become part of the Exchange Fund. The Exchange Fund may not be used for any dividends other purpose, except as provided in this Agreement, or other distributions as otherwise agreed by the Company and Parent before the Effective Time. All cash deposited with the Exchange Agent shall be invested in obligations of or guaranteed by the United States of America, in commercial paper obligations receiving the highest rating from either Moody's Investors Service, Inc. or Standard & Poor's Corporation, or i▇ ▇▇▇▇▇ficates of deposit, bank repurchase agreements or bankers' acceptances of commercial banks with capital, surplus and undivided profits exceeding $100,000,000 ("PERMITTED INVESTMENTS") or in money market funds that are invested solely in such Permitted Investments; provided, that the maturities of Permitted Investments shall be such as to permit the Exchange Agent to make prompt payments to persons entitled thereto pursuant to this Section 3.1 are referred to in this Agreement collectively as the “Exchange Fund2.2.” The Exchange Fund shall not be used for any purpose other than a purpose expressly provided for in this Agreement. The cash portion of the Exchange Fund shall be invested by the Exchange Agent as reasonably directed by Parent; provided that any investment of such portion of the Exchange Fund shall be limited to direct short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the U.S. government and that no such investment or loss thereon shall affect the amounts payable or the timing of the amounts payable to the holders of Eligible Shares pursuant to this Agreement. In addition, prior to the Effective Time, Parent shall deposit with the transfer agent for the Company an amount of cash sufficient to effect the payment of any declared but unpaid Company distributions, the record date for which is prior to the Effective Time, if any.

Exchange Agent. At or prior (a) Purchaser shall authorize ▇▇▇▇▇ ▇▇▇▇▇▇ Shareholder Services to serve as exchange agent hereunder (the "Exchange Agent"). Promptly after the Effective TimeDate, Parent Purchaser shall deposit or shall cause to be deposited with an exchange agent selected by Parent with the Company’s prior approval prior to the Closing Date (which approval shall not be unreasonably conditioned, withheld or delayed) (the “Exchange Agent”), for the benefit of the holders of Eligible Shares, (a) an aggregate number of shares of Parent Common Stock to be issued in uncertificated form or book-entry form comprising the amount required to be delivered by Parent in exchange for the Eligible Shares pursuant to Article II and (b) an aggregate amount of cash comprising the estimated maximum aggregate amount of cash required to be paid in lieu of any fractional shares pursuant to Section 3.5. 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 Eligible Shares may be entitled pursuant to Section 3.3, and additional cash required to be paid in lieu of any fractional shares pursuant to Section 3.5 and any other amounts required to be paid under this Agreement. Such shares of Parent Common Stock, cash in lieu of any fractional shares payable pursuant to Section 3.5 and the amount of any dividends or other distributions deposited trust with the Exchange Agent certificates representing the number of whole Closing Shares to which the Stockholders are entitled pursuant to this Section 3.1 are Article 2, together with cash sufficient to pay the Closing Price (such cash amounts and certificates being hereinafter referred to as the "Exchange Fund"). The Exchange Agent shall, pursuant to irrevocable instructions received from Purchaser, deliver the number of Closing Shares and pay the amounts of cash provided for in this Agreement collectively as Article 2 out of the “Exchange Fund.” . The Exchange Fund shall not be used for any purpose other than a purpose expressly purpose, except as provided for in this Agreement, or as otherwise agreed to by Purchaser, Acquisition and BBI prior to the Effective Date. (b) Within 15 days after the Effective Date, the Exchange Agent shall mail and otherwise make available to each Stockholder who, as of the Effective Date, was a holder of an outstanding certificate or certificates which immediately prior to the Effective Date represented shares of BBI Stock (the "Certificates"), a form of letter of transmittal and instructions for use in effecting the surrender of the Certificates for payment therefor and conversion thereof, which letter of transmittal shall comply with all applicable rules of the Nasdaq National Market System. The 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 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 Closing Shares to which such Stockholder shall have become entitled pursuant to the provisions of this Article 2 along with the cash portion of the Exchange Fund Closing Price to which such Stockholder is entitled. No interest will be paid or accrued on the cash payable upon surrender of the Certificates. Purchaser shall pay any transfer or other taxes required by reason of the issuance of a certificate representing shares of Purchaser 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; provided further, however, that Purchaser shall not pay any income taxes incurred by the Stockholders nor shall Purchaser pay any transfer or other tax if payment of any such tax by Purchaser otherwise would cause the Merger to fail to qualify as a tax-free reorganization under the Code. 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 invested 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 Closing Shares to such other person, or establish to the satisfaction of the Exchange Agent as reasonably directed by Parent; provided that any investment of such portion of the Exchange Fund shall be limited to direct short-term obligations of, tax has been paid or short-term obligations fully guaranteed as to principal and interest by, the U.S. government and that no such investment or loss thereon shall affect the amounts payable or the timing of the amounts payable to the holders of Eligible Shares pursuant to this Agreementtax is applicable. In addition, prior to the Effective Time, Parent shall deposit with the transfer agent for the Company an amount of cash sufficient to effect the payment of any declared but unpaid Company distributions, the record date for which is prior to the Effective Time, if any.From the

Exchange Agent. At or prior to On the Effective TimeDate, the Parent shall deposit or cause to be deposited with an exchange agent selected by Parent with the Company’s prior approval prior to the Closing Date (which approval shall not be unreasonably conditioned, withheld or delayed) (the “Exchange Agent”), for the benefit aggregate amount of the holders of Eligible Shares, (a) an aggregate number of shares of Parent Common Stock to be issued in uncertificated form or book-entry form comprising the amount Merger Consideration required to be delivered by exchanged in accordance with the terms of this Article 2 with the Secretary or Assistant Secretary of the Parent in exchange for (the Eligible Shares pursuant "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 Article II and (b) an aggregate amount of cash comprising the estimated maximum aggregate amount of cash required to be paid in lieu of any fractional shares pursuant to Section 3.5. 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 Eligible Shares may and Shareholder shall be entitled pursuant upon such surrender to Section 3.3, and additional cash required to be paid receive in lieu of any fractional exchange therefor the Merger Consideration into which such shares pursuant to Section 3.5 and any other amounts required to be paid under this Agreement. Such shares of Parent Common Stock, cash in lieu of any fractional shares payable pursuant to Section 3.5 and the amount of any dividends or other distributions deposited with the Exchange Agent pursuant to this Section 3.1 are referred to in this Agreement collectively as the “Exchange Fund.” The Exchange Fund so surrendered shall not be used for any purpose other than a purpose expressly provided for in this Agreement. The cash portion of the Exchange Fund shall be invested by the Exchange Agent as reasonably directed by Parent; provided that any investment of such portion of the Exchange Fund shall be limited to direct short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the U.S. government and that no such investment or loss thereon shall affect the amounts payable or the timing of the amounts payable to the holders of Eligible Shares have been converted pursuant to this Agreement, subject to adjustment as provided in Section 3.1 below. In additionAdoption 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, represented the Company Common Stock shall be deemed for all corporate purposes (except the payment of dividends) to evidence ownership of the 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 have been surrendered, no dividend payable to holders of record of the Parent Common Stock shall deposit with be paid to the transfer agent holders of such outstanding stock certificates of the Company in respect thereof. Upon surrender of such outstanding certificates, however, there shall be paid to the holders of the certificate for the Company an Parent Common Stock issued in exchange therefor the amount of cash sufficient dividends, if any, which theretofore became payable with respect to effect such full shares of the Parent Common Stock, but which have not theretofore been paid on such stock. No interest shall be payable with respect to the payment of any declared but unpaid Company distributionsdividends. Notwithstanding any of the foregoing, the record date parties agree that Exchange Agent shall not be individually responsible or liable in any manner whatsoever for anything which is prior 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 the Effective Timeindemnify, if anydefend and save Exchange Agent from all losses, costs, damages, expenses and attorneys' fees suffered or incurred by Exchange Agent as a result thereof.

Exchange Agent. At or prior to the Effective Time, Parent shall deposit designate a reputable bank or cause trust company to act as the paying and exchange agent (the identity and terms of designation and appointment of which shall be reasonably acceptable to the Company) for purposes of delivering or causing to be deposited delivered to each holder of Company Shares the Stock Consideration that such holder shall become entitled to receive with an exchange agent selected by Parent with the Companyrespect to such holder’s prior approval prior Company Shares pursuant to the Closing Date (which approval shall not be unreasonably conditioned, withheld or delayed) Merger (the “Exchange Agent”). Parent shall pay, for or cause to be paid, the benefit fees and expenses of the holders Exchange Agent. At or prior to the Effective Time, Parent shall deposit, or cause to be deposited, with the Exchange Agent (i) evidence of Eligible Shares, (a) an aggregate a number of shares of Parent Common Stock to be issued in uncertificated form or book-entry form comprising equal to the amount required to be delivered by Parent in exchange for the Eligible Shares pursuant to Article II Stock Consideration and (bii) an aggregate amount of cash comprising the estimated maximum aggregate amount of cash required sufficient to be paid make payments in lieu of any fractional shares of Parent Common Stock pursuant to Section 3.52.8 (such evidence of book-entry shares of Parent Common Stock and cash deposited with the Exchange Agent, 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 cash payments in lieu of any fractional shares of Parent Common Stock, Parent shall promptly deposit, or cause to be deposited, with the Exchange Agent such additional funds to ensure that the Exchange Agent has sufficient funds to make such payments. 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 Eligible Company Shares may be entitled pursuant to Section 3.32.9, with both a record and additional cash required payment date after the Effective Time and prior to be paid the surrender of the Company Shares in lieu of any fractional shares pursuant to Section 3.5 and any other amounts required to be paid under this Agreement. Such shares of exchange for such Parent Common Stock. If requested by Parent, cash in lieu of any fractional shares payable pursuant to Section 3.5 and the amount of any dividends or other distributions deposited with the Exchange Agent pursuant to this Section 3.1 are referred to in this Agreement collectively as the “Exchange Fund.” The Exchange Fund shall not be used for any purpose other than a purpose expressly provided for in this Agreement. The cash portion of the Exchange Fund shall be invested by the Exchange Agent as reasonably directed by Parent, pending payment thereof by the Exchange Agent to the holders of the Company Shares; provided provided, however, that any investment of such portion of the Exchange Fund investments shall be limited to direct short-term in obligations of, or short-term obligations fully guaranteed as to principal and interest by, the U.S. United States government or rated A-1 or P-1 or better by M▇▇▇▇’▇ Investor Service, Inc. or Standard & Poor’s Corporation, respectively. Earnings from such investments shall be the sole and that exclusive property of the Surviving Corporation, and no part of such investment or loss thereon earnings shall affect accrue to the benefit of holders of Company Shares. Any losses with respect to such investments shall have no effect upon amounts payable or the timing of the amounts payable other consideration due to the holders of Eligible Company Shares pursuant to this Agreement. In addition, prior to the Effective Time, Parent shall deposit with the transfer agent for the Company an amount of cash sufficient to effect the payment of or any declared but unpaid Company distributions, the record date for which is prior to the Effective Time, if anyother Person hereunder.

Exchange Agent. At or prior to the Effective Time, Parent shall deposit or cause to be deposited with an exchange agent selected by Parent with the Company’s prior approval prior (a) Prior to the Closing Date (Date, the Company shall appoint a Person authorized to act as exchange agent in connection with the Transactions, which approval Person shall not be unreasonably conditioned, withheld or delayed) reasonably acceptable to GF (the “Exchange Agent”), and enter into an exchange agent agreement with the Exchange Agent reasonably acceptable to GF (the “Exchange Agent Agreement”) for the benefit purpose of the holders of Eligible Shares, (a) an aggregate number of shares of Parent exchanging GF Class A Common Stock to be issued in uncertificated form or book-entry form comprising the amount required to be delivered by Parent in exchange Shares for the Eligible Shares pursuant to Article II and (b) an aggregate amount of cash comprising the estimated maximum aggregate amount of cash required to be paid in lieu of any fractional shares Company ADSs pursuant to Section 3.52.08(b) and GF Warrants for Company AD Warrants pursuant to Section 2.08(d). In additionAs of the Effective Time, Parent the Company shall deposit (or cause to be deposited deposited) with the Exchange Agent, for exchange in accordance with this Section 2.10 through the Exchange Agent, Company ADSs issued pursuant to Section 2.08(b) and Company AD Warrants pursuant to Section 2.08(d). (b) Each holder of record of a book-entry share (“Book-Entry Share”), which immediately prior to the Effective Time represented outstanding GF Class A Common Shares that were converted pursuant to Section 2.08(b) into the right to receive the Merger Consideration shall, upon receipt by the Exchange Agent of an “agent’s message” in customary form (or such other evidence, if any, as necessary from time the Exchange Agent may reasonably request), be entitled to receive in exchange therefor, the Merger Consideration for each GF Class A Common Share formerly represented by such Book-Entry Share, and such Book-Entry Share shall be canceled. Payment of the Merger Consideration with respect to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registered. Until such “agent’s message” (or such other evidence) is received, each Book-Entry Share shall be deemed at any time after the Effective TimeTime to represent only the right to receive the Merger Consideration and shall not evidence any interest in, or any dividends right to exercise the rights of a stockholder or other distributionsequity holder of, GF or the Surviving Company. (c) Each holder of record of a book-entry warrant (“Book-Entry Warrant”), which immediately prior to the Effective Time represented outstanding GF Warrants that were converted into the right to receive Company AD Warrants pursuant to Section 2.08(d), shall, upon receipt by the Exchange Agent of an “agent’s message” in customary form (or such other evidence, if any, to which the holders of Eligible Shares may be entitled pursuant to Section 3.3, and additional cash required to be paid in lieu of any fractional shares pursuant to Section 3.5 and any other amounts required to be paid under this Agreement. Such shares of Parent Common Stock, cash in lieu of any fractional shares payable pursuant to Section 3.5 and the amount of any dividends or other distributions deposited with as the Exchange Agent pursuant may reasonably request), be entitled to this Section 3.1 receive in exchange therefor one (1) Company AD Warrant for each GF Warrant formerly represented by such Book-Entry Warrant, and such Book-Entry Warrant shall be canceled. Payment of the Company AD Warrants with respect to Book-Entry Warrants shall only be made to the Person in whose name such Book-Entry Warrants are referred registered. Until such “agent’s message” (or such other evidence) is received, each Book-Entry Warrant shall be deemed at any time after the Effective Time to in this Agreement collectively represent only the right to receive the applicable number of Company AD Warrants, as the “Exchange Fund.” The Exchange Fund applicable, and shall not be used for evidence any purpose interest in, or any right to exercise the rights of a stockholder or other than a purpose expressly provided for in this Agreement. The cash portion of the Exchange Fund shall be invested by the Exchange Agent as reasonably directed by Parent; provided that any investment of such portion of the Exchange Fund shall be limited to direct short-term obligations equity holder of, or short-term obligations fully guaranteed as to principal and interest by, the U.S. government and that no such investment or loss thereon shall affect the amounts payable GF or the timing of the amounts payable to the holders of Eligible Shares pursuant to this Agreement. In addition, prior to the Effective Time, Parent shall deposit with the transfer agent for the Company an amount of cash sufficient to effect the payment of any declared but unpaid Company distributions, the record date for which is prior to the Effective Time, if anySurviving Company.

Exchange Agent. At Prior to the Effective Time, Parent shall select an institution reasonably acceptable to the Company to act as the exchange agent (the “Exchange Agent”) in the Merger for the purpose of exchanging Certificates and Book Entry Shares for the Merger Consideration. Parent will make available (or will cause Merger Sub to make available) to the Exchange Agent, at or prior to the Effective Time, Parent shall deposit or cause (i) cash in an amount sufficient to be deposited with an exchange agent selected by Parent with pay the Company’s prior approval prior aggregate Per Share Cash Consideration pursuant to the Closing Date (which approval shall not be unreasonably conditioned, withheld or delayed) (the “Exchange Agent”Section 2.6(b), for the benefit of the holders of Eligible Shares, (aii) an aggregate a number of shares of Parent Common Non-Voting Stock and Parent Voting Stock sufficient to be issued in uncertificated form or book-entry form comprising pay the amount required to be delivered by Parent in exchange for the Eligible Shares aggregate Per Share Stock Consideration pursuant to Article II Section 2.6(b), and (biii) cash in an aggregate amount sufficient to make all requisite payments of cash comprising the estimated maximum aggregate amount of cash required to be paid in lieu of any fractional shares pursuant to Section 3.5. 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 Eligible Shares may be entitled pursuant to Section 3.3, 2.7(e) (such cash and additional cash required to be paid in lieu of any fractional shares pursuant to Section 3.5 and any other amounts required to be paid under this Agreement. Such shares of Parent Common Stock, cash together with any dividends or distributions with respect thereto, the “Exchange Fund”). Promptly after the Effective Time, Parent will send, or will cause the Exchange Agent to send, to each holder of record (as of immediately prior to the Effective Time) of a Certificate (i) a letter of transmittal in lieu customary form (which shall specify that delivery shall be effected, and risk of any fractional loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent or by appropriate guarantee of delivery in the form customarily used in transactions of this nature from a member of a national securities exchange, a member of the Financial Industry Regulatory Authority, or a commercial bank or trust company in the United States) for use in effecting delivery of shares of Company Common Stock to the Exchange Agent and (ii) instructions for effecting the surrender of Certificates in exchange for the Merger Consideration issuable and payable pursuant to Section 3.5 in respect thereof, and the amount of any dividends or other distributions deposited with the Exchange Agent to which such holders are entitled pursuant to this Section 3.1 are referred to in this Agreement collectively as the “2.7(d)(i). Exchange Fund.” The Exchange Fund shall not be used for of any purpose other than a purpose expressly provided for in this Agreement. The cash portion of the Exchange Fund Book Entry Shares shall be invested effected in accordance with Parent’s customary procedures with respect to securities represented by the Exchange Agent as reasonably directed by Parent; provided that any investment of such portion of the Exchange Fund shall be limited to direct short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the U.S. government and that no such investment or loss thereon shall affect the amounts payable or the timing of the amounts payable to the holders of Eligible Shares pursuant to this Agreement. In addition, prior to the Effective Time, Parent shall deposit with the transfer agent for the Company an amount of cash sufficient to effect the payment of any declared but unpaid Company distributions, the record date for which is prior to the Effective Time, if anybook entry.

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 or cause to be deposited with an enter into a customary exchange agent selected by Parent agreement with the Company’s prior approval prior to the Closing Date (which approval shall not be unreasonably conditionedCitibank, withheld N.A. or delayed) another nationally recognized bank or trust company (the “Exchange Agent”), for in form and substance reasonably acceptable to Parent and the benefit of Unitholders’ Representative (the holders of Eligible Shares“Exchange Agent Agreement”), (a) an aggregate number of shares of Parent Common Stock to be issued in uncertificated form or book-entry form comprising the amount required to be delivered by Parent in exchange for the Eligible Shares pursuant to Article II and (b) an aggregate amount of cash comprising the estimated maximum aggregate amount of cash required to be paid in lieu of any fractional shares pursuant to Section 3.5. 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 Eligible Shares may be entitled pursuant to Section 3.3, and additional cash required to be paid in lieu of any fractional shares pursuant to Section 3.5 and any other amounts required to be paid under this Agreement. Such shares of Parent Common Stock, cash in lieu of any fractional shares payable pursuant to Section 3.5 and the amount of any dividends or other distributions deposited with the Exchange Agent pursuant to this Section 3.1 are referred to in this Agreement collectively as will receive and deliver the “Exchange Fund.” The Exchange Fund shall not be used for any purpose other than a purpose expressly provided for in this Agreement. The cash portion of the Exchange Fund shall be invested by the Exchange Agent as reasonably directed by Parent; provided that any investment of such portion of the Exchange Fund shall be limited to direct short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the U.S. government and that no such investment or loss thereon shall affect the amounts payable or the timing of the amounts payable Merger Consideration to the holders of Eligible Shares pursuant applicable Company Unitholders, in each case, when, as and if payable upon the terms and subject to this Agreementthe conditions set forth herein. In addition, prior to Exchange Procedures. As soon as practicable after the Effective Time, Parent shall deposit with instruct the transfer agent for Exchange Agent to deliver, subject to the terms and conditions of the Exchange Agreement, to each former holder of Company an amount Units that is converted into the right to receive a portion of cash sufficient the Estimated Closing Consideration and has delivered a duly completed and duly executed Letter of Transmittal to effect the payment of any declared but unpaid Company distributions, the record date for which is Exchange Agent at least five business days prior to the Effective TimeClosing in respect of such Company Units, if any.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 Agent at least three business days prior to the Closing in respect of such Company Units, then Parent shall instruct the Exchange Agent to deliver, subject to the terms and conditions of the Exchange Agreement, 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 within three business days of the delivery by such former holder of a duly completed and duly executed Letter of Transmittal to the Exchange Agent. Additional Merger Consideration. If any Additional Merger Consideration becomes payable to the Company Unitholders pursuant to this Agreement, Parent shall (i) make any payment to the Exchange Agent as otherwise required hereunder in connection with such amounts to be paid, and (ii) direct the Exchange Agent to pay, within three business days

Exchange Agent. At Prior to the Effective Time, Parent shall select an institution reasonably acceptable to the Company to act as the exchange agent (the “Exchange Agent”) in the Merger for the purpose of exchanging Certificates and Book Entry Shares for the applicable Merger Consideration. Prior to the Effective Time, Parent shall enter into or shall have entered into an exchange agent agreement with the Exchange Agent, which agreement shall set forth the duties, responsibilities and obligations of the Exchange Agent consistent with the terms of this Agreement and such agreement shall be reasonably acceptable to the Company. Parent will make available to the Exchange Agent, at or prior to the Effective Time, Parent shall deposit or cause to be deposited with an exchange agent selected by Parent with the Company’s prior approval prior to the Closing Date (which approval shall not be unreasonably conditioned, withheld or delayed) (the “Exchange Agent”), for the benefit of the holders of Eligible Shares, (a) an aggregate a number of shares of Parent Series B Common Stock, Parent Series C Common Stock and Parent Preferred Stock sufficient to be issued in uncertificated form or book-entry form comprising pay the amount required to be delivered by Parent in exchange for the Eligible Shares pursuant to Article II and (b) an aggregate amount of cash comprising the estimated maximum aggregate amount of cash required to be paid in lieu of any fractional shares Merger Consideration pursuant to Section 3.5. In addition2.6(a) and Section 2.7(e) (such shares of Parent Series B Common Stock, Parent shall deposit Series C Common Stock and Parent Preferred Stock, together with any dividends or cause to be deposited distributions with respect thereto, the “Exchange Agent, as necessary from time to time Fund”). Promptly after the Effective Time, any dividends or other distributions, if any, Parent will cause the Exchange Agent to send to each holder of record (as of immediately prior to the Effective Time) of a Certificate (A) a letter of transmittal in customary form (which the holders of Eligible Shares may shall specify that delivery shall be entitled pursuant to Section 3.3effected, and additional cash required risk of loss and title to be paid the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent or by appropriate guarantee of delivery in lieu the form customarily used in transactions of any fractional shares pursuant to Section 3.5 and any other amounts required to be paid under this Agreement. Such nature from a member of a national securities exchange, a member of the Financial Industry Regulatory Authority, or a commercial bank or trust company in the United States) for use in effecting delivery of shares of Parent Company Common StockStock or Company Preferred Stock to the Exchange Agent and (B) instructions for effecting the surrender of Certificates in exchange for the Merger Consideration issuable and payable in respect thereof, cash in lieu of any fractional shares payable pursuant to Section 3.5 and the amount of any dividends or other distributions deposited with the Exchange Agent to which such holders are entitled pursuant to this Section 3.1 are referred to in this Agreement collectively as the “2.7(d). Exchange Fund.” The Exchange Fund shall not be used for of any purpose other than a purpose expressly provided for in this Agreement. The cash portion of the Exchange Fund Book Entry Shares shall be invested effected in accordance with Parent’s customary procedures with respect to securities represented by the Exchange Agent as reasonably directed by Parent; provided that any investment of such portion of the Exchange Fund shall be limited to direct short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the U.S. government and that no such investment or loss thereon shall affect the amounts payable or the timing of the amounts payable to the holders of Eligible Shares pursuant to this Agreement. In addition, prior to the Effective Time, Parent shall deposit with the transfer agent for the Company an amount of cash sufficient to effect the payment of any declared but unpaid Company distributions, the record date for which is prior to the Effective Time, if anybook entry.