Common use of Exchange Fund Clause in Contracts

Exchange Fund. Prior to the Effective Time, Parent or Merger Sub shall designate a bank or trust company reasonably acceptable to the Company to act as the exchange agent in connection with the Merger (the “Exchange Agent”). The Exchange Agent shall also act as the agent for the Company’s stockholders for the purpose of receiving and holding their Certificates and Book-Entry Shares and shall obtain no rights or interests in the shares represented thereby. At or immediately after the Effective Time, Parent or Merger Sub shall deposit, or cause to be deposited, with the Exchange Agent (i) evidence of Parent Stock issuable pursuant to Section 2.1(a) in book-entry form equal to the aggregate Parent Stock portion of the Merger Consideration (excluding any Fractional Share Consideration), and (ii) cash in immediately available funds in an amount sufficient to pay the aggregate cash portion of the Merger Consideration, Fractional Share Consideration, Option Consideration payable to holders who are not current or former employees of the Company or any Company Subsidiary (“Non-Employee Option Consideration”) and any dividends under Section 2.2(f) (such evidence of book-entry shares of Parent Stock and cash amounts, together with any dividends or other distributions with respect thereto, the “Exchange Fund”), in each case, for the sole benefit of the holders of shares of Company Common Stock and the persons entitled to receive the Non-Employee Option Consideration. In the event the Exchange Fund shall be insufficient to pay the aggregate Cash Consideration Portion, Fractional Share Consideration, Non-Employee Option Consideration and any dividends under Section 2.2(f), Parent shall, or shall cause Merger Sub to, promptly deposit additional funds with the Exchange Agent in an amount which is equal to the deficiency in the amount required to make such payment. Parent shall cause the Exchange Agent to make, and the Exchange Agent shall make, delivery of the Merger Consideration, including payment of the Fractional Share Consideration, Non-Employee Option Consideration and any amounts payable in respect of dividends or other distributions on shares of Parent Stock in accordance with

Exchange Fund. Prior to the Effective Time, Parent or Merger Sub shall designate a bank or trust company reasonably acceptable to the Company to act as the exchange agent in connection with the Merger (the “Exchange Agent”). The Exchange Agent shall also act as the agent for the Company’s stockholders Company Stockholders for the purpose of receiving and holding their Certificates and Book-Entry Shares and shall obtain no rights or interests in the shares represented thereby. At or immediately after the Effective Time, Parent or Merger Sub shall deposit, or cause to be deposited, with the Exchange Agent (i) evidence of Parent Common Stock issuable pursuant to Section 2.1(a) in book-entry form equal to the aggregate Parent Stock portion of the Merger Consideration (excluding any Fractional Share Consideration), ) payable pursuant to Section 3.1(a) and (ii) cash in immediately available funds in an amount sufficient to pay the aggregate cash portion of the Merger Consideration, Fractional Share ConsiderationConsideration in accordance with Section 3.5, Option Consideration payable to holders who are not current or former employees of the Company or any Company Subsidiary (“Non-Employee Option Consideration”) and any dividends or other distributions under Section 2.2(f3.2(f) (such evidence of book-entry shares of Parent Common Stock and cash amounts, together with any dividends or other distributions with respect thereto, the “Exchange Fund”), in each case, for the sole benefit of the holders of shares of Company Common Stock and the persons entitled to receive the Non-Employee Option ConsiderationStock. In the event the Exchange Fund shall be insufficient to pay the aggregate Cash Consideration Portion, Fractional Share Consideration, Non-Employee Option Consideration in accordance with Section 3.5 and any dividends or other distributions under Section 2.2(f3.2(f), Parent shallshall promptly deposit, or shall cause Merger Sub toto be deposited, promptly deposit additional funds with the Exchange Agent in an amount which that is equal to the deficiency in the amount shortfall that is required to make such payment. Parent shall cause the Exchange Agent to make, and the Exchange Agent shall make, delivery of the Merger Consideration, including payment of the Fractional Share ConsiderationConsideration in accordance with Section 3.5, Non-Employee Option Consideration and any amounts payable in respect of dividends or other distributions on shares of Parent Common Stock in accordance withwith Section 3.2(f), out of the Exchange Fund in accordance with this Agreement. The Exchange Fund shall not be used for any 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, however, that any investment of such cash shall in all events be limited to direct short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the U.S. government, in commercial paper rated P-1 or A-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 $10 billion (based on the most recent financial statements of such bank that are then publicly available), and that no such investment or loss thereon shall affect the amounts payable to holders of Certificates or Book-Entry Shares pursuant to this Article III. Any interest and other income resulting from such investments shall be paid to Parent.

Exchange Fund. Prior to the Effective Time, Parent or Merger Sub shall designate a bank or trust company appoint an exchange agent selected by Parent that is reasonably acceptable satisfactory to the Company to act as the exchange agent in connection with the Merger (the “Exchange Agent”). The , and enter into an exchange agent agreement, in form and substance reasonably satisfactory to the Company, with such Exchange Agent shall also to act as the agent for payment of the Company’s stockholders for Merger Consideration in respect of Company Certificates upon surrender of such Company Certificates (or affidavits of loss in lieu thereof) in accordance with this Article 2 from time to time after the purpose of receiving and holding their Certificates and Book-Entry Shares and shall obtain no rights or interests in the shares represented therebyEffective Time. At or immediately after the Effective Time, Parent or Merger Sub shall deposit, or cause to be deposited, deposit with the Exchange Agent (i) evidence of Parent Stock issuable pursuant to Section 2.1(a) in book-entry form equal to the aggregate Parent Stock portion of the Merger Consideration (excluding any Fractional Share Consideration), and (ii) cash in immediately available funds in an amount sufficient to pay the aggregate cash portion of the Merger Consideration, Fractional Share Consideration, Option Consideration payable to holders who are not current or former employees of the Company or any Company Subsidiary (“Non-Employee Option Consideration”) and any dividends under Section 2.2(f) (such evidence of book-entry shares of Parent Stock and cash amounts, together with any dividends or other distributions with respect thereto, the “Exchange Fund”)Agent, in each case, trust for the sole benefit of the holders of shares of Company Securities, (i) Parent Certificates representing shares of Parent Stock Consideration to be issued pursuant to Section 2.4(c)(i) and Section 2.4(c)(iv) and delivered pursuant to Section 2.5(b) and (ii) cash for payment in lieu of fractional shares pursuant to Section 2.5(e). Such shares of Parent Common Stock, together with any interest, dividends or distributions with respect thereto (as provided in Section 2.5(c)) and such cash, are referred to herein as the “Exchange Fund.” The Exchange Agent, pursuant to irrevocable instructions consistent with the terms of this Agreement given on the Closing Date, shall deliver the Parent Common Stock to be issued pursuant to Section 2.4(c)(i) and Section 2.4(c)(iv) as well as cash in lieu of fractional shares pursuant to Section 2.5(e) out of the persons entitled to receive the Non-Employee Option Consideration. In the event Exchange Fund, and the Exchange Fund shall not be insufficient to pay the aggregate Cash Consideration Portion, Fractional Share Consideration, Non-Employee Option Consideration and used for any dividends under Section 2.2(f), Parent shall, or shall cause Merger Sub to, promptly deposit additional funds with the Exchange Agent in an amount which is equal to the deficiency in the amount required to make such payment. Parent shall cause the Exchange Agent to make, and other purpose whatsoever; provided that the Exchange Agent shall make, delivery invest or hold the cash portion of the Exchange Fund only in cash or direct, short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the United States of America or in commercial paper obligations rated A-1 or P-1 or better by ▇▇▇▇▇’▇ Investor Services, Inc. or Standard & Poor’s Corporation, respectively, in each case as directed by Parent and acceptable to the Exchange Agent; provided, however, that no such investment or losses thereon shall affect the Merger Consideration, including payment Consideration payable to the holders of the Fractional Share ConsiderationCompany Securities and following any losses, Non-Employee Option Parent shall promptly provide additional funds to the Exchange Agent for the benefit of the holders of the Company Securities in the amount of any such losses to the extent necessary to pay the Merger Consideration to such holders. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the Parent Common Stock held by it from time to time hereunder, except that it shall receive and any amounts payable in respect of hold all dividends or other distributions on shares paid or distributed with respect thereto after the establishment of Parent Stock in accordance withsuch Exchange Fund for the account of Persons entitled thereto.

Exchange Fund. Prior to the Effective Time, Parent or Merger Sub shall designate a bank or trust company reasonably acceptable to the Company to act as the exchange agent in connection with the Merger (the “Exchange Agent”). The Exchange Agent shall also act as the agent for the Company’s stockholders shareholders for the purpose of receiving and holding their Certificates and Book-Entry Shares and shall obtain no rights or interests in the shares represented thereby. At or immediately after the Effective Time, Parent or Merger Sub shall deposit, or cause to be deposited, with the Exchange Agent (i) evidence of Parent Stock Shares issuable pursuant to Section 2.1(a) in book-entry form equal to the aggregate Parent Stock Shares portion of the Merger Consideration (excluding any Fractional Share Consideration), and (ii) cash in immediately available funds in an amount sufficient to pay the aggregate cash portion of the Merger Consideration, Fractional Share Consideration, Option Consideration payable to holders who are not current or former employees of the Company or any Company Subsidiary (“Non-Employee Option Consideration”) and any dividends under Section 2.2(f) (such evidence of book-entry shares of Parent Stock Shares and cash amounts, together with any dividends or other distributions with respect thereto, the “Exchange Fund”), in each case, for the sole benefit of the holders of shares of Company Common Stock and the persons entitled to receive the Non-Employee Option ConsiderationStock. In the event the Exchange Fund shall be insufficient to pay the aggregate Cash Consideration Portioncash portion of the Merger Consideration, Fractional Share Consideration, Non-Employee Option Consideration and any dividends under Section 2.2(f), Parent shall, or shall cause Merger Sub to, promptly deposit additional funds with the Exchange Agent in an amount which is equal to the deficiency in the amount required to make such payment. Parent shall cause the Exchange Agent to make, and the Exchange Agent shall make, delivery of the Merger Consideration, including payment of the Fractional Share Consideration, Non-Employee Option Consideration and any amounts payable in respect of dividends or other distributions on shares of Parent Stock Shares in accordance withwith Section 2.2(f) out of the Exchange Fund in accordance with this Agreement. The Exchange Fund shall not be used for any 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, however, that any investment of such cash shall in all events be limited to direct short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the U.S. government, in commercial paper rated P-1 or A-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 $10 billion (based on the most recent financial statements of such bank that are then publicly available), and that no such investment or loss thereon shall affect the amounts payable to holders of Certificates or Book-Entry Shares pursuant to this Article II. Any interest and other income resulting from such investments shall be paid to the Surviving Corporation on the earlier of (A) one (1) year after the Effective Time or (B) the full payment of the Exchange Fund.

Exchange Fund. Prior (a) Subject to the conditions and terms of the depositary agreement dated as of October 15, 2009 (the “Company Deposit Agreement”), entered into among the Company, JPMorgan Chase Bank, N.A. (the “Company Depositary”), as depositary and all owners and beneficial owners from time to time of the Company ADSs, prior to the Effective Time, Parent shall, subject to the Company’s prior approval (which approval shall not be unreasonably withheld, conditioned or Merger Sub shall designate delayed), appoint a commercial bank or trust company reasonably acceptable to the Company to act as the exchange agent hereunder for the purpose of canceling the Company Shares and Company ADSs in connection with exchange for the Per Share Merger Consideration and the Per ADS Merger Consideration, as the case may be (the “Exchange Agent”). The Exchange Agent shall also act as the agent for the Company’s stockholders for the purpose of receiving and holding their Certificates and Book-Entry Shares and shall obtain no rights or interests in the shares represented thereby. . (b) At or immediately after prior to the Effective Time, Parent or Merger Sub shall deposit, allot and issue or cause to be deposited, alloted and issued, as the case may be, with the Exchange Agent Agent, for the benefit of the holders of Company Shares, Company ADSs and vested Company Options (other than the Excluded Company Shares): (i) evidence a number of Parent Shares and Parent ADSs sufficient to pay the Stock issuable pursuant Consideration provided in Section 2.1(b) and Section 2.2. The Parent ADSs shall be issued in accordance with the depositary agreement dated as of August 7, 2008 (the “Parent Deposit Agreement”), entered into among Parent, JPMorgan Chase Bank, N.A. (the “Parent Depositary”), as depositary and all owners and beneficial owners from time to Section 2.1(a) in book-entry form equal time of the Parent ADSs, and Parent shall cause the Parent Depositary to issue the Per ADS Stock Consideration to the aggregate Parent Stock portion of the Merger Consideration (excluding any Fractional Share Consideration), and Exchange Agent; and (ii) cash in immediately available funds amounts, when combined with the amount referred to in an amount Section 2.3(c), sufficient to pay the aggregate cash portion of the Merger Consideration, Fractional Share Consideration, Option Cash Consideration payable to holders who are not current or former employees of the Company or any Company Subsidiary (“Non-Employee Option Consideration”provided in Section 2.1(b) and any dividends under an amount equal to the number of Dissenters Shares multiplied by the Per Share Cash Consideration. (c) Subject to Section 2.2(f) (such evidence of book-entry shares of Parent Stock and cash amounts, together with any dividends or other distributions with respect thereto, the “Exchange Fund”2.3(d), in each caseno later than the Second Business Day following the Effective Time, Parent shall cause the Surviving Corporation to deposit to the Exchange Agent, for the sole benefit of the holders of shares of Company Common Stock Shares, Company ADSs, Company Options (other than the Excluded Company Shares) and the persons entitled Dissenters Shares, US$115,000,000 cash. (d) Any Parent Shares and Parent ADSs issued and allotted to receive the Non-Employee Option Consideration. In the event and cash deposited with the Exchange Fund Agent pursuant to this Section 2.3 shall hereinafter be insufficient referred to pay as the aggregate Cash Consideration Portion, Fractional Share Consideration, Non-Employee Option Consideration and any dividends under Section 2.2(f), “Exchange Fund.” Parent shall, or shall cause Merger Sub the Surviving Corporation to, promptly deposit additional funds with replace or restore the cash in the Exchange Agent in an amount which Fund so as to ensure that the Exchange Fund is equal to the deficiency in the amount required to make such payment. Parent shall cause at all times maintained at a level sufficient for the Exchange Agent to makemake such payments contemplated under Section 2.1(b), Section 2.2 and Section 2.4(c) and an amount equal to the number of Dissenters Shares multiplied by the Per Share Cash Consideration. The Exchange Agent shall makeinvest the Exchange Fund as directed by Parent; or after the Effective Time, delivery the Surviving Corporation; provided that such investments shall be in obligations of or guaranteed by the United States of America, in commercial paper obligations rated A-l or P-I or better by ▇▇▇▇▇’▇ Investors Service, Inc. or Standard & Poor’s Corporation, respectively, or in money market funds having a rating in the highest investment category granted by a recognized credit rating agency at the time of investment. Any interest and other income resulting from such investment shall become a part of the Merger ConsiderationExchange Fund, including payment and any Parent Shares, Parent ADSs or cash amounts in the Exchange Fund in excess of the Fractional Share Consideration, Non-Employee Option Consideration and any aggregate amounts payable in respect of dividends or other distributions on shares of under Article II shall be returned to Parent Stock in accordance withwith Section 2.7.

Exchange Fund. Prior to the First Effective Time, Parent or Merger Sub shall designate a bank or trust company reasonably acceptable to the Company to act as the exchange agent in connection with the First Merger (the “Exchange Agent”). The Exchange Agent shall also act as the agent for the Company’s stockholders holders of the Shares for the purpose of receiving and holding their Certificates and Book-Entry Shares and shall obtain no rights or interests in the shares represented thereby. At or immediately after the First Effective Time, Parent or Merger Sub shall deposit, or cause to be deposited, with the Exchange Agent (i) evidence of Parent Common Stock issuable pursuant to Section 2.1(a2.6(a)(iv) in book-entry form equal to the aggregate Parent Common Stock portion of the Merger Consideration (excluding any Fractional Share Consideration), ) and (ii) cash in immediately available funds in an amount sufficient to pay the aggregate cash portion of the Merger Consideration, including the Cash Consideration payable pursuant to Section 2.11(g) and the Fractional Share Consideration, Option Consideration payable to holders who are not current or former employees of the Company or any Company Subsidiary (“Non-Employee Option Consideration”) and any dividends under in accordance with Section 2.2(f) 2.13 (such evidence of book-entry shares of Parent Common Stock and cash amounts, together with any dividends or other distributions with respect thereto, the “Exchange Fund”), in each case, for the sole benefit of the holders of shares Shares and holders of Company Common Stock DSU awards; provided that no such deposits shall be required to be made with respect to any Dissenting Shares and the persons entitled any such deposit that is made shall be returned to receive the Non-Employee Option ConsiderationParent upon demand. In the event the Exchange Fund shall be insufficient (other than as a result of payment of the Merger Consideration in accordance with this Agreement) to pay the aggregate cash portion of the Merger Consideration, including the Cash Consideration Portion, payable pursuant to Section 2.11(g) and the Fractional Share Consideration, Non-Employee Option Consideration and any amounts payable in respect of dividends under or other distributions on shares of Parent Common Stock in accordance with Section 2.2(f)2.13, Parent shallshall promptly deposit, or shall cause Merger Sub toto be deposited, promptly deposit additional funds with the Exchange Agent in an amount which that is equal to the deficiency in the amount shortfall that is required to make such payment. Parent shall cause the Exchange Agent to make, and the Exchange Agent shall make, delivery of the Merger Consideration, including the Cash Consideration payable pursuant to Section 2.11(g) and payment of the Fractional Share ConsiderationConsideration in accordance with Section 2.13, Nonout of the Exchange Fund in accordance with this Agreement. The Exchange Fund shall not be used for any 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, however, that any investment of such cash shall in all events be limited to direct short-Employee Option Consideration term obligations of, or short-term obligations fully guaranteed as to principal and any interest by, the U.S. government, in commercial paper rated P-1 or A-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 $10 billion (based on the most recent financial statements of such bank that are then publicly available), and that no such investment or loss thereon shall affect the amounts payable in respect to holders of dividends or Shares pursuant to this Section 2. Any interest and other distributions on shares of Parent Stock in accordance withincome resulting from such investments shall be paid to Parent.

Exchange Fund. Prior to the Effective Time, Parent or Merger Sub shall designate the transfer agent of the Parent Common Shares or a bank or bank, trust company or similar institution reasonably acceptable to the Company to act as the exchange agent in connection with the Merger (the “Exchange Agent”). The Exchange Agent shall also act as the agent for the Company’s stockholders Company Stockholders for the purpose of receiving and holding their Certificates and Book-Book Entry Shares and shall obtain no rights or interests in the shares represented thereby. At Prior to or immediately after concurrently with the Effective Time, Parent or Merger Sub Sub, as applicable, shall deposit, or cause to be deposited, with the Exchange Agent (i) evidence of Parent Stock Common Shares issuable pursuant to Section 2.1(a) in book-book entry form equal to the aggregate Parent Stock portion of the Merger Consideration (excluding any Fractional Share Consideration), ) and (ii) cash in immediately available funds in an amount sufficient to pay the aggregate cash portion of the Merger Consideration, Fractional Share ConsiderationConsideration in accordance with Section 2.6, Option Consideration payable to holders who are not current or former employees of the Company or any Company Subsidiary (“Non-Employee Option Consideration”) and any dividends or other distributions under Section 2.2(f) (such evidence of book-entry shares of Parent Stock Common Shares and cash amounts, together with any dividends or other distributions with respect thereto, the “Exchange Fund”), in each case, for the sole benefit of the holders of shares of Company Common Stock and the persons entitled Stockholders; provided that no such deposits shall be required to receive the Non-Employee Option Considerationbe made with respect to any Cancelled Shares. In the event the Exchange Fund shall be insufficient to pay the aggregate Cash Consideration Portion, Fractional Share ConsiderationConsideration in accordance with Section 2.6, Non-Employee Option Consideration and any dividends under together with the amounts, if any, payable pursuant to Section 2.2(f), Parent shallshall promptly deposit, or shall cause Merger Sub toto be deposited, promptly deposit additional funds with the Exchange Agent in an amount which that is equal to the deficiency in the amount required to make such payment. Parent shall cause the Exchange Agent to make, and the Exchange Agent shall make, delivery of the Merger Consideration, including payment of the Fractional Share ConsiderationConsideration in accordance with Section 2.6, Non-Employee Option Consideration and together with any amounts payable in respect pursuant to Section 2.2(f), out of dividends or other distributions on shares of Parent Stock the Exchange Fund in accordance withwith this Agreement. The Exchange Fund shall not be used for any purpose that is not expressly provided for in this Agreement. Any loss of any funds included in the Exchange Fund shall not alter Parent’s obligation to cause to be paid the Fractional Share Consideration.

Exchange Fund. Prior On or prior to the Effective TimeClosing Date, Parent or Merger Sub shall designate select a reputable bank or trust company reasonably acceptable to the Company to act as the exchange agent in connection with the Merger Mergers (the “Exchange Agent”). The Exchange Agent shall also act as the agent for the Company’s stockholders for the purpose of receiving and holding their Certificates and Book-Entry Shares and shall obtain no rights or interests in the shares represented thereby. At or immediately Subject to Section 1.9(g), promptly after the Effective TimeClosing, Parent or Merger Sub shall deposit, or cause to be deposited, shall: (a) deposit with the Exchange Agent (i) evidence certificates or book entry positions representing the shares of Parent Common Stock issuable pursuant to Section 2.1(a1.6(a)(iv); and (b) in book-entry form equal cause to be deposited with the aggregate Parent Stock portion Exchange Agent cash sufficient to make payments of the Merger Consideration (excluding any Fractional Share Consideration), and (ii) cash in immediately available funds in an amount sufficient consideration payable pursuant to pay the aggregate cash portion of the Merger Consideration, Fractional Share Consideration, Option Consideration payable to holders who are not current or former employees of the Company or any Company Subsidiary (“Non-Employee Option Consideration”Section 1.6(a)(iv) and any dividends under Section 2.2(f1.6(d) (such evidence including payments to be made in lieu of book-entry shares of fractional shares). The Parent Common Stock and cash amountsamounts so deposited with the Exchange Agent, together with any dividends or other distributions received by the Exchange Agent with respect thereto, to the deposited shares of Parent Common Stock are referred to collectively as the “Exchange Fund”).” The cash portion of the Exchange Fund will be invested by the Exchange Agent as directed by Parent; provided that 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 ▇▇▇▇▇’▇ Investors Service, Inc. or Standard & Poor’s Corporation, respectively, in each certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $1 billion, or in money market funds having a rating in the highest investment category granted by a recognized credit rating agency at the time of acquisition or a combination of the foregoing and, in any such case, for the sole benefit of the holders of shares of Company Common Stock and the persons entitled to receive the Non-Employee Option Considerationno such instrument shall have a maturity exceeding three months. In the event the Exchange Fund shall be insufficient to pay make the aggregate Cash Consideration Portion, Fractional Share Consideration, Non-Employee Option Consideration payments payable pursuant to Section 1.6(a)(iv) and any dividends under Section 2.2(f1.6(d), Parent shallshall promptly deposit, or shall cause Merger Sub toto be deposited, promptly deposit additional funds with the Exchange Agent in an amount which that is equal to the deficiency in deficiency, which additional funds will be deemed to be part of the amount required to make such paymentExchange Fund. Parent shall cause the Exchange Agent Fund to make, and be (A) held for the Exchange Agent shall make, delivery benefit of the Merger Considerationholders of Company Common Stock and (B) applied promptly to make payments pursuant to Section 1.6(a)(iv) and Section 1.6(d). The Exchange Fund shall not be used for any purpose other than to fund payments pursuant to Section 1.6(a)(iv) and Section 1.6(d), including payment of the Fractional Share Consideration, Non-Employee Option Consideration and any amounts payable except as expressly provided for in respect of dividends or other distributions on shares of Parent Stock in accordance withthis Agreement.

Exchange Fund. Prior to the Merger Effective Time, Parent or Merger Sub shall designate a bank or trust company reasonably acceptable to the Company to act as the an exchange agent in connection with the Merger (the “Exchange Agent”). The Exchange Agent shall also act as Prior to the agent for the Company’s stockholders for the purpose of receiving and holding their Certificates and Book-Entry Shares and shall obtain no rights or interests in the shares represented thereby. At or immediately after the Merger Effective Time, Parent or Merger Sub shall deposit, or cause Merger Sub to be depositeddeposit, with the Exchange Agent (i) evidence of Parent Common Stock in book-entry form issuable pursuant to Section 2.1(a) in book-entry form equal to the aggregate number of shares of Parent Common Stock portion of the Merger Consideration to be issued pursuant to Section 2.1 (excluding any Fractional Share Consideration), and (ii) cash in immediately available funds in an amount sufficient to pay the aggregate cash portion of the Merger Consideration, Fractional Share Consideration, Option Consideration payable to holders who are not current or former employees of the Company or any Company Subsidiary (“Non-Employee Option Consideration”) and any dividends or other distributions under Section 2.2(f) (such evidence of book-entry shares of Parent Common Stock and cash amounts, together with any dividends or other distributions with respect thereto, the “Exchange Fund”), in each case, for the sole benefit of the holders of shares of Company Common Stock and the persons entitled Surviving Entity (in the case of the Surviving Entity, solely to receive the Non-Employee Option Considerationextent any amounts in the Exchange Fund are in excess of the amounts payable pursuant to Section 2.1(a)). In the event the Exchange Fund shall be insufficient to pay the aggregate Cash Consideration Portion, Fractional Share Consideration, Non-Employee Option Consideration and any dividends or other distributions under Section 2.2(f), Parent shall, or shall cause Merger Sub to, promptly deposit additional funds with the Exchange Agent in an amount which is equal to the deficiency in the amount required to make such payment. Parent shall cause the Exchange Agent to make, and the Exchange Agent shall make, delivery of the Merger Considerationshares of Parent Common Stock for which shares of Company Common Stock are to be exchanged, including payment of the any Fractional Share Consideration, Non-Employee Option Consideration and any amounts payable in respect accordance with Section 2.2(f) out of dividends the Exchange Fund in accordance with this Agreement. The Exchange Fund shall not be used for any 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, however, that any investment of such cash shall in all events be limited to direct short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the U.S. government, in commercial paper rated P-1 or A-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 $10 billion (based on the most recent financial statements of such bank that are then publicly available), and that no such investment or loss thereon shall affect the amounts payable to holders of Certificates or Book-Entry Shares pursuant to this Article II. Any interest and other distributions income resulting from such investments shall be paid to the Surviving Entity on the earlier of one (1) year after the Merger Effective Time or the aggregate number of shares of Parent Common Stock to be issued pursuant to Section 2.1 and aggregate Fractional Share Consideration has been paid in accordance withfull; provided, that any amounts in the Exchange Fund in excess of the amounts payable under Section 2.1(a) shall be promptly paid to the Surviving Entity.

Exchange Fund. Prior to the Effective Time, Parent or Merger Sub shall designate a bank or trust company reasonably acceptable to the Company to act as the exchange agent in connection with the Merger (the “Exchange Agent”). The Exchange Agent shall also act as the agent for the Company’s stockholders Company Stockholders for the purpose of receiving and holding their Certificates and Book-Entry Shares and shall obtain no rights or interests in the shares represented thereby. At or immediately after the Effective Time, Parent or Merger Sub shall deposit, or cause to be deposited, with the Exchange Agent (i) evidence of the aggregate amount of shares of Parent Common Stock issuable pursuant to Section 2.1(a3.1(a) in book-entry form equal to the aggregate Parent Stock portion of pay for the Merger Consideration (excluding any Fractional Share Consideration), ) and (ii) cash in immediately available funds in an amount sufficient to pay the aggregate cash portion of the Merger Consideration, Fractional Share Consideration, Option Consideration payable to holders who are not current or former employees of the Company or any Company Subsidiary (“Non-Employee Option Consideration”) and any dividends or other distributions under Section 2.2(f3.2(f) (such evidence of book-entry shares of Parent Common Stock and cash amounts, together with any dividends or other distributions with respect thereto, the “Exchange Fund”), in each case, for the sole benefit of the holders of shares of Company Common Stock and the persons entitled to receive the Non-Employee Option ConsiderationStock. In the event that the Exchange Fund shall be insufficient to pay the aggregate Cash amount of Merger Consideration Portion, or Fractional Share Consideration, Non-Employee Option Consideration and any dividends under Section 2.2(f), Parent shall, or shall cause Merger Sub to, promptly deposit additional funds Parent Common Stock or funds, as applicable, with the Exchange Agent in an amount which that is equal to the deficiency in the amount required to make such payment. Parent shall cause the Exchange Agent to make, and the Exchange Agent shall make, delivery of the Merger Consideration, including payment of the Fractional Share ConsiderationConsideration in accordance with Section 3.5, Non-Employee Option Consideration and any amounts payable in respect of dividends or other distributions on shares of Parent Common Stock in accordance withwith Section 3.2(f) out of the Exchange Fund in accordance with this Agreement. The Exchange Fund shall not be used for any purpose that is not expressly provided for in this Agreement. The cash portion of the Exchange Fund shall be invested by the Exchange Agent in obligations of or guaranteed by the United States of America or obligations of an agency of the United States of America which are backed by the full faith and credit of the United States of America as reasonably directed by Parent. To the extent that there are any losses with respect to any investments of the cash included in the Exchange Fund, or the Exchange Fund diminishes for any reason below the level required for the Exchange Agent to promptly pay the cash amounts contemplated by this Section 3.2(a), Parent shall, or shall cause the Surviving Company to, promptly replace or restore the cash in the Exchange Fund so as to ensure that the Exchange Fund is at all times maintained at a level sufficient for the Exchange Agent to make such payments contemplated by this this Section 3.2(a).

Exchange Fund. Prior On or prior to the Effective TimeClosing Date, Parent or Merger Sub shall designate select a reputable bank or trust company reasonably acceptable to the Company to act as the exchange agent in connection with the Merger Mergers (the “Exchange Agent”). The Exchange Agent shall also act as the agent for the Company’s stockholders for the purpose of receiving and holding their Certificates and Book-Entry Shares and shall obtain no rights or interests in the shares represented thereby. At or immediately Subject to Section 1.9(g), promptly after the Effective TimeClosing, Parent or Merger Sub shall deposit, or cause to be deposited, shall: (a) deposit with the Exchange Agent (i) evidence certificates or book entry positions representing the shares of Parent Common Stock issuable pursuant to Section 2.1(a1.6(a)(iv); and (b) in book-entry form equal cause to be deposited with the aggregate Parent Stock portion Exchange Agent cash sufficient to make payments of the Merger Consideration (excluding any Fractional Share Consideration), and (ii) cash in immediately available funds in an amount sufficient consideration payable pursuant to pay the aggregate cash portion of the Merger Consideration, Fractional Share Consideration, Option Consideration payable to holders who are not current or former employees of the Company or any Company Subsidiary (“Non-Employee Option Consideration”Section 1.6(a)(iv) and any dividends under Section 2.2(f1.6(d) (such evidence including payments to be made in lieu of book-entry shares of fractional shares). The Parent Common Stock and cash amountsamounts so deposited with the Exchange Agent, together with any dividends or other distributions received by the Exchange Agent with respect thereto, to the deposited shares of Parent Common Stock are referred to collectively as the “Exchange Fund”).” The cash portion of the Exchange Fund will be invested by the Exchange Agent as directed by Parent; provided that 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 M▇▇▇▇’▇ Investors Service, Inc. or Standard & Poor’s Corporation, respectively, in each certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $1 billion, or in money market funds having a rating in the highest investment category granted by a recognized credit rating agency at the time of acquisition or a combination of the foregoing and, in any such case, for the sole benefit of the holders of shares of Company Common Stock and the persons entitled to receive the Non-Employee Option Considerationno such instrument shall have a maturity exceeding three months. In the event the Exchange Fund shall be insufficient to pay make the aggregate Cash Consideration Portion, Fractional Share Consideration, Non-Employee Option Consideration payments payable pursuant to Section 1.6(a)(iv) and any dividends under Section 2.2(f1.6(d), Parent shallshall promptly deposit, or shall cause Merger Sub toto be deposited, promptly deposit additional funds with the Exchange Agent in an amount which that is equal to the deficiency in deficiency, which additional funds will be deemed to be part of the amount required to make such paymentExchange Fund. Parent shall cause the Exchange Agent Fund to make, and be (A) held for the Exchange Agent shall make, delivery benefit of the Merger Considerationholders of Company Common Stock and (B) applied promptly to make payments pursuant to Section 1.6(a)(iv) and Section 1.6(d). The Exchange Fund shall not be used for any purpose other than to fund payments pursuant to Section 1.6(a)(iv) and Section 1.6(d), including payment of the Fractional Share Consideration, Non-Employee Option Consideration and any amounts payable except as expressly provided for in respect of dividends or other distributions on shares of Parent Stock in accordance withthis Agreement.

Exchange Fund. Prior to the First Effective Time, Parent or Merger Sub Purchaser shall designate a bank or trust company reasonably acceptable to the Company to act as the exchange agent in connection with the First Merger (the “Exchange Agent”). The Exchange Agent shall also act as the agent for the Company’s stockholders Company Stockholders for the purpose of receiving and holding their Certificates and Book-Entry Shares and shall obtain no rights or interests in the shares represented thereby. At or immediately after the First Effective Time, Parent or Merger Sub Purchaser shall deposit, or cause to be deposited, with the Exchange Agent (i) evidence of Parent Common Stock issuable pursuant to Section 2.1(a3.1(a) in book-entry form equal to the aggregate Parent Common Stock portion of the Merger Consideration (excluding any Fractional Share Consideration), and (ii) cash in immediately available funds in an amount sufficient to pay the aggregate cash portion of the Merger Consideration, Fractional Share Consideration, Option Consideration payable to holders who are not current or former employees of the Company or any Company Subsidiary (“Non-Employee Option Consideration”) and any dividends under Section 2.2(f3.2(f) (such evidence of book-entry shares of Parent Common Stock and cash amounts, together with any dividends or other distributions with respect thereto, the “Exchange Fund”), in each case, for the sole benefit of the holders of shares of Company Common Stock and the persons entitled Shares; provided that no such deposits shall be required to receive the Non-Employee Option Considerationbe made with respect to any Dissenting Shares. In the event the Exchange Fund shall be insufficient (other than as a result of payment of the Merger Consideration in accordance with this Agreement) to pay the aggregate Cash Consideration Portioncash portion of the Merger Consideration, Fractional Share Consideration, Non-Employee Option Consideration and any dividends under Section 2.2(f3.2(f), Parent shallshall promptly deposit, or shall cause Merger Sub toto be deposited, promptly deposit additional funds with the Exchange Agent in an amount which is equal to the deficiency in the amount shortfall that is required to make such payment. Parent shall cause the Exchange Agent to make, and the Exchange Agent shall make, delivery of the Merger Consideration, including payment of the Fractional Share Consideration, Non-Employee Option Consideration and any amounts payable in respect of dividends or other distributions on shares of Parent Common Stock in accordance withwith Section 3.2(f) out of the Exchange Fund in accordance with this Agreement. The Exchange Fund shall not be used for any 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, however, that any investment of such cash shall in all events be limited to direct short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the U.S. government, in commercial paper rated P-1 or A-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 $10 billion (based on the most recent financial statements of such bank that are then publicly available), and that no such investment or loss thereon shall affect the amounts payable to holders of Certificates or Book-Entry Shares pursuant to this Article III. Any interest and other income resulting from such investments shall be paid to Parent on the earlier of (A) one (1) year after the First Effective Time or (B) the full payment of the Exchange Fund.

Exchange Fund. Prior to the Effective Time, Parent Cyclone or Merger Sub shall designate a bank or trust company reasonably acceptable to the Company Hurricane to act as the exchange agent in connection with the Merger (the “"Exchange Agent”"). The Exchange Agent shall also act as the agent for the Company’s Hurricane's stockholders for the purpose of receiving and holding their Certificates and Book-Entry Shares and shall obtain no rights or interests in the shares represented thereby. At or immediately after prior to the Effective TimeTime or as otherwise contemplated by Exhibit C, Parent Cyclone or Merger Sub the Surviving Corporation shall deposit, or cause to be deposited, with the Exchange Agent (i) evidence of Parent Stock Cyclone Shares issuable pursuant to Section 2.1(a) in book-entry form equal to the aggregate Parent Stock portion of the Merger Consideration (excluding any Fractional Share Consideration), and (ii) cash in immediately available funds in an amount sufficient to pay the aggregate cash portion of the Merger Consideration, Fractional Share Consideration, Option Consideration payable to holders who are not current or former employees of the Company or any Company Subsidiary (“Non-Employee Option Consideration”) and any dividends under or other distributions on Cyclone Shares in accordance with Section 2.2(f) (such evidence of book-entry shares of Parent Stock Cyclone Shares and cash amounts, together with any dividends or other distributions with respect thereto, the “"Exchange Fund”"), in each case, for the sole benefit of the holders of shares of Company Common Stock and the persons entitled to receive the Non-Employee Option ConsiderationHurricane Shares. In the event the Exchange Fund shall be insufficient to pay the aggregate Cash Consideration Portion, Fractional Share Consideration, Non-Employee Option Consideration and any dividends under or other distributions on Cyclone Shares in accordance with Section 2.2(f), Parent HurricaneCyclone shall, or shall cause Merger Sub the Surviving Corporation to, promptly deposit additional funds with the Exchange Agent in an amount which is equal to the deficiency in the amount required to make such payment. Parent HurricaneCyclone shall cause the Exchange Agent to make, and the Exchange Agent shall make, delivery of the Merger Consideration, including payment of the Fractional Share Consideration, Non-Employee Option Consideration and any amounts payable in respect of dividends or other distributions on shares of Parent Stock Cyclone Shares in accordance withwith Section 2.2(f), out of the Exchange Fund in accordance with this Agreement. The Exchange Fund shall not be used for any 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 directed by HurricaneCyclone; provided, however, that any investment of such cash shall in all events be limited to direct short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the U.S. government, in commercial paper rated P-1 or A-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 $10 billion (based on the most recent financial statements of such bank that are then publicly available), and no such investment or loss thereon shall affect the amounts payable to holders of Certificates or Book-Entry Shares pursuant to this Article II. Any interest and other income resulting from such investments shall, upon request by HurricaneCyclone, be paid to HurricaneCyclone on the earlier of (A) six months after the Effective Time or (B) the full payment of the Exchange Fund.

Exchange Fund. Prior to the Effective Time, Parent or Merger Sub shall designate a bank or trust company reasonably acceptable to the Company to act as the exchange agent in connection with the Merger (the “Exchange Agent”). The Exchange Agent shall also act as the agent for the Company’s stockholders for the purpose of receiving and holding their Certificates and Book-Entry Shares and shall obtain no rights or interests in the shares represented thereby. At or immediately after the Effective Time, Parent or Merger Sub shall deposit, or cause to be deposited, with the Exchange Agent (i) evidence of Parent Stock Shares issuable pursuant to Section 2.1(a) in book-entry form equal to the aggregate Parent Stock portion of the Merger Consideration (excluding any Fractional Share Consideration), and (ii) cash in immediately available funds in an amount sufficient to pay the aggregate cash portion of the Merger Consideration, Fractional Share Consideration, Option Consideration payable to holders who are not current or former employees of the Company or any Company Subsidiary (“Non-Employee Option Consideration”) and any dividends under Section 2.2(f) (such evidence of book-entry shares of Parent Stock and cash amountsShares, together with any dividends or other distributions with respect thereto, the “Exchange Fund”), in each case, for the sole benefit of the holders of shares of Company Common Stock and the persons entitled to receive the Non-Employee Option ConsiderationStock. In the event the Exchange Fund shall be insufficient to pay the aggregate Cash Consideration Portion, Fractional Share Consideration, Non-Employee Option Consideration and any dividends under Section 2.2(f), Parent shall, or shall cause Merger Sub to, promptly deposit additional funds with the Exchange Agent in an amount which is equal to the deficiency in the amount required to make such payment. Parent shall cause the Exchange Agent to make, and the Exchange Agent shall make, delivery of the Merger Consideration, including payment of the Fractional Share Consideration, Non-Employee Option Consideration and any amounts payable in respect of dividends or other distributions on shares of Parent Stock Shares in accordance withwith Section 2.2(f) out of the Exchange Fund in accordance with this Agreement. The Exchange Fund shall not be used for any 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, however, that any investment of such cash shall in all events be limited to direct short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the U.S. government, in commercial paper rated P-1 or A-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 $10 billion (based on the most recent financial statements of such bank that are then publicly available), and that no such investment or loss thereon shall affect the amounts payable to holders of Certificates or Book-Entry Shares entitled to receive such amounts pursuant to this Article II. Any interest and other income resulting from such investments shall be paid to the Surviving Corporation on the earlier of (A) one (1) year after the Effective Time or (B) the full payment of the Exchange Fund.

Exchange Fund. Prior At or prior to the Effective Time, Parent or Merger Sub shall designate a bank or trust company reasonably acceptable to the Company to act as the exchange agent in connection with the Merger deposit (the “Exchange Agent”). The Exchange Agent shall also act as the agent for the Company’s stockholders for the purpose of receiving and holding their Certificates and Book-Entry Shares and shall obtain no rights or interests in the shares represented thereby. At or immediately after the Effective Time, Parent or Merger Sub shall deposit, or cause to be deposited, ) with the Exchange Agent (i) evidence of Parent Stock issuable pursuant to Section 2.1(a) in book-entry form equal to the aggregate Parent Stock portion of the Merger Consideration (excluding any Fractional Share Consideration), and (ii) cash in immediately available funds in an amount sufficient to pay the aggregate cash portion of the Merger Consideration, Fractional Share Consideration, Option Consideration payable to holders who are not current or former employees of the Company or any Company Subsidiary (“Non-Employee Option Consideration”) and any dividends under Section 2.2(f) (such evidence of book-entry shares of Parent Stock and cash amounts, together with any dividends or other distributions with respect thereto, the “Exchange Fund”), in each caseAgent, for the sole benefit of payment to the holders of shares of Company Common Stock pursuant to the provisions of this ARTICLE II, (i) evidence of Parent Ordinary Shares issuable pursuant to Section 2.05(a) in book-entry form sufficient to issue the aggregate Share Consideration, (ii) by transfer of immediately available funds, an amount of cash sufficient to pay the aggregate Fractional Share Cash Amounts and (iii) after the persons entitled Effective Time on the appropriate payment date, if applicable, any dividends or other distributions payable on Parent Ordinary Shares issuable pursuant to receive Section 2.05(a) (such amount referenced in clauses (ii) and (iii) together with the Nonevidence of book-Employee Option Considerationentry of Parent Ordinary Shares, the “Exchange Fund”). In the event that the Exchange Fund shall be insufficient to pay the aggregate Cash Consideration Portion, amount of all Fractional Share Consideration, Non-Employee Option Consideration and any dividends under Section 2.2(f)Cash Amounts, Parent shall, or shall cause Merger Sub to, promptly deposit additional funds with the Exchange Agent in an amount which that is equal to the deficiency in the amount required to make such payment. Parent shall cause the Exchange Agent to make, and the Exchange Agent shall make, delivery of the Merger Consideration, including payment of the Fractional Share ConsiderationCash Amount in accordance with this Agreement. The Exchange Fund shall not be used for any purpose that is not expressly provided for in this Agreement. The Exchange Agent shall invest any cash included in the Exchange Fund as reasonably directed by Parent; provided, Nonhowever, that (A) any investment of such cash shall in all events be limited to direct short-Employee Option Consideration term obligations of, or short-term obligations fully guaranteed as to principal and any interest by, the U.S. government, in commercial paper rated P-1 or A-1 or better by M▇▇▇▇’▇ 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 $10 billion (based on the most recent financial statements of such bank that are then publicly available), and (B) no such investment or loss thereon shall affect the amounts payable in respect to holders of dividends Certificates or Uncertificated Shares pursuant to this ARTICLE II. Any interest and other distributions on shares of income resulting from such investments shall be paid to Parent Stock in accordance withupon demand.

Exchange Fund. Prior to the Effective TimeComputershare Inc., its applicable Affiliate(s) or another Person selected by Parent or Merger Sub shall designate a bank or trust company and reasonably acceptable to the Company to act Representative shall act, at Parent’s sole expense, as the paying and exchange agent for the purpose of effecting the payment and delivery of the Merger Consideration in connection with the Initial Merger (the “Exchange Agent”). The ) in accordance with this Agreement and the Exchange Agent shall also act as Agreement, to be entered into by and among the agent for Exchange Agent, Parent and the Company’s stockholders for Representative, in form and substance reasonably satisfactory to Parent and the purpose of receiving and holding their Certificates and Book-Entry Shares and shall obtain no rights or interests in Company (the shares represented thereby“Exchange Agent Agreement”). At or immediately after the Effective Time, Parent or Merger Sub shall deposit, or cause to be deposited, with the Exchange Agent (i) evidence of Parent Stock Shares issuable pursuant to Section 2.1(a) in book-entry form equal to the aggregate number of Parent Stock portion of the Shares to be issued as Merger Consideration (excluding any Fractional Share Consideration), and (ii) cash in immediately available funds in an amount sufficient to pay the aggregate cash portion of the Merger Consideration, to be paid as any Fractional Share Consideration, Option Consideration payable to holders who are not current or former employees of the Company or any Company Subsidiary (“Non-Employee Option Consideration”) and any dividends under Section 2.2(f2.2(e) (such evidence of book-entry shares of Parent Stock Shares and cash amountsFractional Share Consideration, together with any dividends or other distributions with respect thereto, the “Exchange Fund”), ) in each case, for the sole benefit of the holders of shares the Shares converted pursuant to Section 2.1(a) and, for avoidance of Company Common Stock and the persons entitled doubt, excluding any Parent Shares or cash to receive the Non-Employee Option Consideration. In the event the Exchange Fund shall be insufficient to pay the aggregate Cash Consideration Portion, Fractional Share Consideration, Non-Employee Option Consideration and any dividends under Section 2.2(f), Parent shall, or shall cause Merger Sub to, promptly deposit additional funds with the Exchange Agent in an amount which is equal to the deficiency deposited in the amount required to make such paymentEscrow Account (the “Closing Merger Consideration”). Parent shall cause the Exchange Agent to make, and the Exchange Agent shall make, delivery of the Closing Merger Consideration, including payment of the Fractional Share Consideration, Non-Employee Option Consideration and any amounts payable in respect of dividends or other distributions on shares of Parent Stock Shares in accordance withwith Section 2.2(e), out of the Exchange Fund in accordance with this Agreement. The Exchange Fund shall not be used for any purpose that is not expressly provided for in this Agreement.

Exchange Fund. Prior to the First Effective Time, Parent or Merger Sub Purchaser shall designate a bank or trust company reasonably acceptable to the Company to act as the exchange agent in connection with the First Merger (the “Exchange Agent”). The Exchange Agent shall also act as the agent for the Company’s stockholders for the purpose of receiving and holding their Form of Election in Merger and Certificates and Book-Entry Shares and shall obtain no rights or interests in the shares represented thereby. At or immediately after the First Effective Time, Parent or Merger Sub Purchaser shall deposit, or cause to be deposited, with the Exchange Agent (i) evidence of Parent Common Stock issuable pursuant to Section 2.1(a3.1(a) in book-entry form equal to the aggregate Parent Common Stock portion of the Merger Consideration (excluding any Fractional Share Consideration), and (ii) cash in immediately available funds in an amount sufficient to pay the aggregate cash portion of the Merger Consideration, Fractional Share Consideration, Option Consideration payable to holders who are not current or former employees of the Company or any Company Subsidiary (“Non-Employee Option Consideration”) and any dividends under Section 2.2(f3.2(f) (such evidence of book-entry shares of Parent Common Stock and cash amounts, together with any dividends or other distributions with respect thereto, the “Exchange Fund”), in each case, for the sole benefit of the holders of shares of Company Common Stock and the persons entitled to receive the Non-Employee Option ConsiderationShares. In the event the Exchange Fund shall be insufficient to pay the aggregate Cash Consideration Portioncash portion of the Merger Consideration, Fractional Share Consideration, Non-Employee Option Consideration and any dividends under Section 2.2(f3.2(f), Parent shall, or shall cause Merger Sub Parent or Purchaser to, promptly deposit additional funds with the Exchange Agent in an amount which is equal to the deficiency in the amount required to make such payment. Parent shall cause the Exchange Agent to make, and the Exchange Agent shall make, delivery of the Merger Consideration, including payment of the Fractional Share Consideration, Non-Employee Option Consideration and any amounts payable in respect of dividends or other distributions on shares of Parent Common Stock in accordance withwith Section 3.2(f) out of the Exchange Fund in accordance with this Agreement. The Exchange Fund shall not be used for any 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, however, that any investment of such cash shall in all events be limited to direct short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the U.S. government, in commercial paper rated P-1 or A-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 $10 billion (based on the most recent financial statements of such bank that are then publicly available), and that no such investment or loss thereon shall affect the amounts payable to holders of Certificates or Book-Entry Shares pursuant to this Article III. Any interest and other income resulting from such investments shall be paid to the Surviving Company on the earlier of (A) one (1) year after the First Effective Time or (B) the full payment of the Exchange Fund.

Exchange Fund. Prior to the Effective Time, Parent or Merger Sub shall designate a bank or trust company reasonably acceptable to the Company to act as the exchange agent in connection with the Merger (the “Exchange Agent”). The Exchange Agent shall also act as the agent for the Company’s stockholders Company Stockholders for the purpose of receiving and holding their Certificates and Book-Entry Shares and shall obtain no rights or interests in the shares represented thereby. At or immediately after the Effective Time, Parent or Merger Sub shall deposit, or cause to be deposited, with the Exchange Agent (i) evidence of Parent Class A Common Stock issuable pursuant to Section 2.1(a) in book-entry form equal to the aggregate Parent Stock portion of the Merger Consideration (excluding any Fractional Share Consideration), ) payable pursuant to Section 2.1(a) and (ii) cash in immediately available funds in an amount sufficient to pay the aggregate cash portion of the Merger Consideration, Fractional Share ConsiderationConsideration in accordance with Section 2.5, Option Consideration payable to holders who are not current or former employees of the Company or any Company Subsidiary (“Non-Employee Option Consideration”) and any dividends or other distributions under Section 2.2(f) (such evidence of book-entry shares of Parent Class A Common Stock and cash amounts, together with any dividends or other distributions with respect thereto, the “Exchange Fund”), in each case, for the sole benefit of the holders of shares of Company Common Stock and the persons entitled to receive the Non-Employee Option ConsiderationStock. In the event the Exchange Fund shall be insufficient to pay the aggregate Cash Consideration Portion, Fractional Share Consideration, Non-Employee Option Consideration in accordance with Section 2.5 and any dividends or other distributions under Section 2.2(f), Parent shallshall promptly deposit, or shall cause Merger Sub toto be deposited, promptly deposit additional funds with the Exchange Agent in an amount which that is equal to the deficiency in the amount shortfall that is required to make such payment. Parent shall cause the Exchange Agent to make, and the Exchange Agent shall make, delivery of the Merger Consideration, including payment of the Fractional Share ConsiderationConsideration in accordance with Section 2.5, Non-Employee Option Consideration and any amounts payable in respect of dividends or other distributions on shares of Parent Class A Common Stock in accordance withwith Section 2.2(f), out of the Exchange Fund in accordance with this Agreement. The Exchange Fund shall not be used for any 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, however, that any investment of such cash shall in all events be limited to direct short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the U.S. government, in commercial paper rated P-1 or A-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 $10 billion (based on the most recent financial statements of such bank that are then publicly available), and that no such investment or loss thereon shall affect the amounts payable to holders of Certificates or Book-Entry Shares pursuant to this Article II. Any interest and other income resulting from such investments shall be paid to Parent.

Exchange Fund. Prior to the First Effective Time, Parent or Merger Sub shall designate a bank or trust company reasonably acceptable to the Company to act as the exchange agent in connection with the First Merger (the “Exchange Agent”). The Exchange Agent shall also act as the agent for the Company’s stockholders Company Stockholders for the purpose of receiving and holding their Certificates and Book-Entry Shares and shall obtain no rights or interests in the shares represented thereby. At or immediately after the First Effective Time, Parent or Merger Sub shall deposit, or cause to be deposited, with the Exchange Agent (i) evidence of Parent Common Stock issuable pursuant to Section 2.1(a) in book-entry form equal to the aggregate Parent Stock portion of the Merger Consideration (excluding any Fractional Share Consideration), ) and (ii) cash in immediately available funds in an amount sufficient to pay the aggregate cash portion of Cash Consideration in accordance with Section 2.1(a) and the Merger Consideration, Fractional Share ConsiderationConsideration in accordance with Section 2.5, Option Consideration payable to holders who are not current or former employees of the Company or any Company Subsidiary (“Non-Employee Option Consideration”) and any dividends or other distributions under Section 2.2(f) (such evidence of book-entry shares of Parent Common Stock and cash amounts, together with any dividends or other distributions with respect thereto, the “Exchange Fund”), in each case, for the sole benefit of the holders of shares of Company Common Stock and the persons entitled to receive the Non-Employee Option ConsiderationStock. In the event the Exchange Fund shall be insufficient to pay the aggregate Cash Merger Consideration Portionin accordance with Section 2.1, the Fractional Share Consideration, Non-Employee Option Consideration in accordance with Section 2.5 and any dividends or other distributions under Section 2.2(f), Parent shallshall promptly deposit, or shall cause Merger Sub toto be deposited, promptly deposit additional funds with the Exchange Agent in an amount which that is equal to the deficiency in the amount shortfall that is required to make such payment. Parent shall cause the Exchange Agent to make, and the Exchange Agent shall make, delivery of the Merger Consideration, including payment of the Fractional Share ConsiderationConsideration in accordance with Section 2.5, Non-Employee Option Consideration and any amounts payable in respect of dividends or other distributions on shares of Parent Common Stock in accordance withwith Section 2.2(f), out of the Exchange Fund in accordance with this Agreement. The Exchange Fund shall not be used for any 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, however, that any investment of such cash shall in all events be limited to direct short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the U.S. government, in commercial paper rated P-1 or A-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 $10 billion (based on the most recent financial statements of such bank that are then publicly available), and that no such investment or loss thereon shall affect the amounts payable to holders of Certificates or Book-Entry Shares pursuant to this Article II. Any interest and other income resulting from such investments shall be paid to Parent.

Exchange Fund. Prior to the Effective Time, Parent or Merger Sub shall designate a bank or trust company reasonably acceptable to the Company to act as the exchange agent in connection with the Merger (the “Exchange Agent”). The Exchange Agent shall also act as the agent for the Company’s stockholders Company Stockholders for the purpose of receiving and holding their Certificates and Book-Entry Shares and shall obtain no rights or interests in the shares represented thereby. At or immediately after the Effective Time, Parent or Merger Sub shall deposit, or cause to be deposited, with the Exchange Agent (i) evidence of Parent Class A Common Stock issuable pursuant to Section 2.1(a) in book-entry form equal to the aggregate Parent Stock portion of the Merger Consideration (excluding any Fractional Share Consideration), ) payable pursuant to Section 2.1(a) and (ii) cash in immediately available funds in an amount sufficient to pay the aggregate cash portion of the Merger Consideration, Fractional Share ConsiderationConsideration in accordance with Section 2.5, Option Consideration payable to holders who are not current or former employees of the Company or any Company Subsidiary (“Non-Employee Option Consideration”) and any dividends or other distributions under Section 2.2(f) (such evidence of book-entry shares of Parent Class A Common Stock and cash amounts, together with any dividends or other distributions with respect thereto, the “Exchange Fund”), in each case, for the sole benefit of the holders of shares of Company Common Stock and the persons entitled to receive the Non-Employee Option ConsiderationStock. In the event the Exchange Fund shall be insufficient to pay the aggregate Cash Consideration Portion, Fractional Share Consideration, Non-Employee Option Consideration in accordance with Section 2.5 and any dividends or other distributions under Section 2.2(f), Parent shallshall promptly deposit, or shall cause Merger Sub toto be deposited, promptly deposit additional funds with the Exchange Agent in an amount which that is equal to the deficiency in the amount shortfall that is required to make such payment. Parent shall cause the Exchange Agent to make, and the Exchange Agent shall make, delivery of the Merger Consideration, including payment of the Fractional Share ConsiderationConsideration in accordance with Section 2.5, Non-Employee Option Consideration and any amounts payable in respect of dividends or other distributions on shares of Parent Class A Common Stock in accordance withwith Section 2.2(f), out of the Exchange Fund in accordance with this Agreement. The Exchange Fund shall not be used for any 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 ▇▇▇▇▇▇; provided, however, that any investment of such cash shall in all events be limited to direct short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the U.S. government, in commercial paper rated P-1 or A-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 $10 billion (based on the most recent financial statements of such bank that are then publicly available), and that no such investment or loss thereon shall affect the amounts payable to holders of Certificates or Book-Entry Shares pursuant to this Article II. Any interest and other income resulting from such investments shall be paid to Parent.

Exchange Fund. Prior to Promptly after (and in any event no later than the Effective third (3rd) Business Day after) the Acceptance Time, Parent or Merger Sub shall designate a bank or trust company reasonably acceptable to the Company to act as the exchange agent in connection with the Merger deposit (the “Exchange Agent”). The Exchange Agent shall also act as the agent for the Company’s stockholders for the purpose of receiving and holding their Certificates and Book-Entry Shares and shall obtain no rights or interests in the shares represented thereby. At or immediately after the Effective Time, Parent or Merger Sub shall deposit, or cause to be deposited, ) with the Exchange Agent (i) evidence of Parent Stock issuable pursuant to Section 2.1(a) in book-entry form equal to the aggregate Parent Stock portion of the Merger Consideration (excluding any Fractional Share Consideration), and (ii) cash in immediately available funds in an amount sufficient to pay the aggregate cash portion of the Merger Consideration, Fractional Share Consideration, Option Consideration payable to holders who are not current or former employees of the Company or any Company Subsidiary (“Non-Employee Option Consideration”) and any dividends under Section 2.2(f) (such evidence of book-entry shares of Parent Stock and cash amounts, together with any dividends or other distributions with respect thereto, the “Exchange Fund”), in each caseDepositary Agent, for the sole benefit of payment to the holders of shares of Company Common Stock and Company Series B Preferred Stock, the persons Common Offer Price or the Preferred Offer Price, as applicable, to which such holders become entitled under Section 1.1. At the Closing, Parent shall deposit (or cause to receive be deposited) with the Non-Employee Option ConsiderationPayment Agent, for payment to (i) the holders of shares of Company Common Stock and Company Series B Preferred Stock, as applicable, the Merger Consideration to which such holders become entitled under this Article II; and (ii) to the holders of Company Warrants, the Warrant Merger Consideration to which such holders become entitled under this Article II. In Until disbursed in accordance with the event terms and conditions of this Agreement, such funds shall be invested by the Payment Agent, as directed by Parent or the Surviving Corporation, in obligations of or guaranteed by the United States of America or obligations of an agency of the United States of America which are backed by the full faith and credit of the United States of America (such cash amount being referred to herein as the “Exchange Fund”). Any interest and other income resulting from such investments shall be paid to Parent or the Surviving Corporation (at Parent’s election) and for income Tax purposes Parent or the Surviving Corporation, as applicable, shall be treated as having earned any interest and other income resulting from the investment of the Exchange Fund. To the extent that there are any losses with respect to any investments of the Exchange Fund, or the Exchange Fund shall be insufficient diminishes for any reason below the level required for the Payment Agent to promptly pay the aggregate Cash Consideration Portion, Fractional Share Consideration, Non-Employee Option Consideration and any dividends under Section 2.2(f)cash amounts contemplated by this Article II, Parent shall, or shall cause Merger Sub the Surviving Corporation to, promptly deposit additional funds with replace or restore the cash in the Exchange Fund so as to ensure that the Exchange Fund is at all times maintained at a level sufficient for the Payment Agent in an amount which is equal to the deficiency in the amount required to make such payment. Parent shall cause the Exchange Agent to make, and the Exchange Agent shall make, delivery of the Merger Consideration, including payment of the Fractional Share Consideration, Non-Employee Option Consideration and any amounts payable in respect of dividends or other distributions on shares of Parent Stock in accordance withpayments contemplated by this Article II.

Exchange Fund. Prior to the Effective TimeClosing, Parent or Merger Sub shall designate a bank or trust company reasonably acceptable to the Company to act as the exchange agent in connection with the Merger (the “Exchange Agent”)) pursuant to an Exchange Agent Agreement. The Exchange Agent shall also act as the agent for the Company’s stockholders for the purpose of receiving and holding their Election Forms and Company Certificates and Book-Entry Shares and shall obtain no rights or interests in the shares represented thereby. At or immediately after prior to the Effective TimeClosing, Parent or Merger Sub shall deposit, or cause to be deposited, with the Exchange Agent (i) evidence of Parent Common Stock issuable pursuant to Section 2.1(a) in book-entry form equal to the aggregate Parent Common Stock portion of the Merger Consideration (excluding any Fractional Share Consideration and the Escrow Stock Consideration), ) and (ii) cash in immediately available funds in an amount sufficient to pay the aggregate cash portion of the Merger ConsiderationConsideration (less the Escrow Cash Consideration and the Stockholders’ Representative Expense Amount), Fractional Share Consideration, Option Consideration payable to holders who are not current or former employees of the Company or any Company Subsidiary (“Non-Employee Option Consideration”) and any dividends under Section 2.2(f2.3(h) (such evidence of book-entry shares of Parent Common Stock and cash amounts, together with any dividends or other distributions with respect thereto, the “Exchange Fund”), in each case, for the sole benefit of the holders of shares of Company Common Stock and the persons entitled to receive the Non-Employee Option ConsiderationStock. In the event the Exchange Fund shall be insufficient to pay the aggregate cash portion of the Merger Consideration (less the Escrow Cash Consideration Portionand the Stockholders’ Representative Expense Amount), Fractional Share Consideration, Non-Employee Option Consideration and any dividends under Section 2.2(f2.3(h), Parent shall, or shall cause Merger Sub to, promptly deposit additional funds with the Exchange Agent in an amount which is equal to the deficiency in the amount required to make such payment. Parent shall cause the Exchange Agent to make, and the Exchange Agent shall make, delivery of the Merger ConsiderationConsideration (less the Escrow Consideration and the Stockholders’ Representative Expense Amount), including payment of the Fractional Share Consideration, Non-Employee Option Consideration and any amounts payable in respect of dividends or other distributions on shares of Parent Common Stock in accordance withwith Section 2.3(h) out of the Exchange Fund in accordance with this Agreement. The Exchange Fund shall not be used for any 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, however, that no such investment or loss thereon shall affect the amounts payable to holders of Company Certificates pursuant to this Article II. Any interest and other income resulting from such investments shall be paid to Parent on the earlier of (A) one (1) year after the Effective Time or (B) the full payment of the Exchange Fund.

Exchange Fund. Prior to the Company Merger Effective Time, Parent or Merger Sub shall designate a bank or trust company reasonably acceptable to the American Stock Transfer & Trust Company to act as the exchange agent in connection with the Merger Mergers (the “Exchange Agent”). The Exchange Agent shall also act as Prior to the agent for the Company’s stockholders for the purpose of receiving and holding their Certificates and Book-Entry Shares and shall obtain no rights or interests in the shares represented thereby. At or immediately after the Company Merger Effective Time, Parent or Merger Sub shall deposit, or cause Merger Sub or Partnership Merger Sub to be depositeddeposit, with the Exchange Agent (i) evidence of Parent Common Stock issuable pursuant to Section 2.1(a) in book-entry form issuable pursuant to Section 2.1(a)(i) and Section 2.1(b)(i) equal to the aggregate Parent Stock portion of the Merger Consideration (excluding any Fractional Share Consideration), and (ii) cash in immediately available funds in an amount sufficient to pay the aggregate cash portion of the Merger Cash Consideration, Fractional Share Consideration, Option Consideration payable to holders who are not current or former employees of the Company or any Company Subsidiary (“Non-Employee Option Consideration”) and any dividends or other distributions under Section 2.2(f) (such evidence of book-entry shares of Parent Common Stock and cash amounts, together with any dividends or other distributions with respect thereto, the “Exchange Fund”), in each case, for the sole benefit of the holders of shares of Company Common Stock Stock, holders of Partnership Units and the persons entitled Surviving Entity (solely to receive the Non-Employee Option Considerationextent any amounts in the Exchange Fund are in excess of the amounts payable pursuant to Section 2.1(a)(i) and Section 2.1(b)(i)). In the event the Exchange Fund shall be insufficient to pay the aggregate Cash Consideration PortionConsideration, Fractional Share Consideration, Non-Employee Option Consideration and any dividends or other distributions under Section 2.2(f), Parent shall, or shall cause Merger Sub or Partnership Merger Sub to, promptly deposit additional funds with the Exchange Agent in an amount which is equal to the deficiency in the amount required to make such payment. Parent shall cause the Exchange Agent to make, and the Exchange Agent shall make, delivery of the Merger Consideration, including payment of the Fractional Share Consideration, Non-Employee Option Consideration and any amounts payable in respect of dividends or other distributions on shares of Parent Common Stock in accordance withwith Section 2.2(f) out of the Exchange Fund in accordance with this Agreement. The Exchange Fund shall not be used for any 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, however, that any investment of such cash shall in all events be limited to direct short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the U.S. government, in commercial paper rated P-1 or A-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 $10 billion (based on the most recent financial statements of such bank that are then publicly available), and that no such investment or loss thereon shall affect the amounts payable to holders of Certificates, Book-Entry Shares or Partnership Units pursuant to this Article II. Any interest and other income resulting from such investments shall be paid to the Surviving Entity on the earlier of (i) one (1) year after the Company Merger Effective Time or (ii) the full payment of the Exchange Fund; provided, that any amounts in the Exchange Fund in excess of the amounts payable under Section 2.1(a)(i) and Section 2.1(b)(i) shall be promptly paid to the Surviving Entity.

Exchange Fund. Prior to the Effective Timemailing of the Proxy Statement, Parent or Merger Sub shall designate a United States bank or trust company reasonably acceptable to the Company to act as the exchange agent in connection with the Merger (the “Exchange Agent”). The Exchange Agent shall also act as Prior to the agent for the Company’s stockholders for the purpose of receiving and holding their Certificates and Book-Entry Shares and shall obtain no rights or interests in the shares represented thereby. At or immediately after the Merger Effective Time, Parent or Merger Sub (or, with respect to the Pre-Closing Dividend but subject to Section 2.1(d), the Company) shall deposit, or cause to be deposited, deposit with the Exchange Agent (i) evidence of Parent Common Stock in book-entry form issuable pursuant to Section 2.1(a) in book-entry form and Section 2.4 equal to the aggregate number of shares of Parent Common Stock portion of the Merger Consideration to be issued pursuant to Section 2.1 and Section 2.4 (excluding any Fractional Share Consideration), and (ii) cash in immediately available funds in an amount sufficient to pay the aggregate cash portion of the Merger Cash Consideration, Fractional Share Consideration, Option Consideration payable to holders who are not current or former employees of the Company or any Company Subsidiary (“NonPre-Employee Option Consideration”) Closing Dividend and any dividends or other distributions under Section 2.2(f2.2(e) (such evidence of book-entry shares of Parent Common Stock and cash amounts, together with any dividends or other distributions with respect thereto, the “Exchange Fund”), in each case, for the sole benefit of the holders of shares of Company Common Stock Stock, the holders of Company Restricted Shares and the persons entitled Surviving Entity (in the case of the Surviving Entity, solely to receive the Non-Employee Option Considerationextent any amounts in the Exchange Fund are in excess of the amounts payable pursuant to Section 2.1(a) and Section 2.1(d)). In the event the Exchange Fund shall be insufficient to pay the aggregate Cash Consideration PortionConsideration, Fractional Share Consideration, NonPre-Employee Option Consideration Closing Dividend and any dividends or other distributions under Section 2.2(f2.2(e), Parent shall, or shall cause Merger Sub to, promptly deposit additional funds with the Exchange Agent in an amount which that is equal to the deficiency in the amount required to make such payment. Parent shall cause the Exchange Agent to make, and the Exchange Agent shall make, delivery of the Merger Consideration, including payment of the any Fractional Share Consideration, Non-Employee Option Consideration and any amounts payable in respect accordance with Section 2.2(e) and the Pre-Closing Dividend, out of dividends or other distributions on shares of Parent Stock the Exchange Fund in accordance withwith this Agreement. The Exchange Fund shall not be used for any 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, however, that any investment of such cash shall in all events be limited to direct short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the U.S. government, in commercial paper rated P-1 or A-1 or better by M▇▇▇▇’▇ 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 $10 billion (based on the most recent financial statements of such bank that are then publicly available), and that no such investment or loss thereon shall affect the amounts payable to holders of Book-Entry Shares pursuant to this Article II. Any interest and other income resulting from such investments shall be paid to the Surviving Entity on the earlier of one (1) year after the Merger Effective Time or the Exchange Fund has been paid in full; provided, that any amounts in the Exchange Fund in excess of the amounts payable under Section 2.1(a) and Section 2.1(d) shall be promptly paid to the Surviving Entity.

Exchange Fund. Prior to the Effective Timemailing of the Proxy Statement, Parent or Merger Sub shall designate a United States bank or trust company reasonably acceptable to the Company to act as the exchange agent in connection with the Merger (the “Exchange Agent”). The Exchange Agent shall also act as Prior to the agent for the Company’s stockholders for the purpose of receiving and holding their Certificates and Book-Entry Shares and shall obtain no rights or interests in the shares represented thereby. At or immediately after the Merger Effective Time, Parent or Merger Sub (or, with respect to the Pre-Closing Dividend but subject to Section 2.1(d), the Company) shall deposit, or cause to be deposited, deposit with the Exchange Agent (i) evidence of Parent Common Stock in book-entry form issuable pursuant to Section 2.1(a) in book-entry form and Section 2.4 equal to the aggregate number of shares of Parent Common Stock portion of the Merger Consideration to be issued pursuant to Section 2.1 and Section 2.4 (excluding any Fractional Share Consideration), and (ii) cash in immediately available funds in an amount sufficient to pay the aggregate cash portion of the Merger Cash Consideration, Fractional Share Consideration, Option Consideration payable to holders who are not current or former employees of the Company or any Company Subsidiary (“NonPre-Employee Option Consideration”) Closing Dividend and any dividends or other distributions under Section 2.2(f2.2(e) (such evidence of book-entry shares of Parent Common Stock and cash amounts, together with any dividends or other distributions with respect thereto, the “Exchange Fund”), in each case, for the sole benefit of the holders of shares of Company Common Stock Stock, the holders of Company Restricted Shares and the persons entitled Surviving Entity (in the case of the Surviving Entity, solely to receive the Non-Employee Option Considerationextent any amounts in the Exchange Fund are in excess of the amounts payable pursuant to Section 2.1(a) and Section 2.1(d)). In the event the Exchange Fund shall be insufficient to pay the aggregate Cash Consideration PortionConsideration, Fractional Share Consideration, NonPre-Employee Option Consideration Closing Dividend and any dividends or other distributions under Section 2.2(f2.2(e), Parent shall, or shall cause Merger Sub to, promptly deposit additional funds with the Exchange Agent in an amount which that is equal to the deficiency in the amount required to make such payment. Parent shall cause the Exchange Agent to make, and the Exchange Agent shall make, delivery of the Merger Consideration, including payment of the any Fractional Share Consideration, Non-Employee Option Consideration and any amounts payable in respect accordance with Section 2.2(e) and the Pre-Closing Dividend, out of dividends or other distributions on shares of Parent Stock the Exchange Fund in accordance withwith this Agreement. The Exchange Fund shall not be used for any 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, however, that any investment of such cash shall in all events be limited to direct short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the U.S. government, in commercial paper rated P-1 or A-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 $10 billion (based on the most recent financial statements of such bank that are then publicly available), and that no such investment or loss thereon shall affect the amounts payable to holders of Book-Entry Shares pursuant to this Article II. Any interest and other income resulting from such investments shall be paid to the Surviving Entity on the earlier of one (1) year after the Merger Effective Time or the Exchange Fund has been paid in full; provided, that any amounts in the Exchange Fund in excess of the amounts payable under Section 2.1(a) and Section 2.1(d) shall be promptly paid to the Surviving Entity.

Exchange Fund. (a) Prior to the Effective Time, Parent or Merger Sub shall designate appoint a commercial bank or trust company which shall be reasonably acceptable to the Company Special Committee to act as the exchange paying agent in connection with the Merger (the “Exchange Paying Agent”). The Exchange Agent shall also act as the agent for the Company’s stockholders ) hereunder for the purpose of receiving and holding their Certificates and Book-Entry effecting payment of the Per Share Merger Consideration or the Per ADS Merger Consideration, as applicable, upon the cancellation of the Shares and shall obtain no rights or interests in (including the shares Shares represented thereby. by ADSs). (b) At or immediately after prior to the Effective Time, Parent or Merger Sub shall deposit, or cause to be deposited, with the Exchange Agent (i) evidence of Parent Stock issuable pursuant to Section 2.1(a) in book-entry form equal to Paying Agent, for the aggregate Parent Stock portion benefit of the Merger Consideration (excluding any Fractional Share Consideration)holders of the Shares and the ADSs, and (ii) an amount in cash in immediately available funds in an amount sufficient to pay the aggregate cash portion Per Share Merger Consideration and aggregate Per ADS Merger Consideration payable under Section 3.01(b) and Section 3.01(e) (and in case of payments under Section 3.01(e), an amount equal to the number of Dissenting Shares multiplied by the Per Share Merger Consideration, Fractional Share Consideration, Option Consideration payable ). Any cash deposited with the Paying Agent pursuant to holders who are not current or former employees of the Company or any Company Subsidiary (“Non-Employee Option Consideration”this Section 3.02(b) and any dividends under Section 2.2(f) (such evidence of book-entry shares of Parent Stock and cash amounts, together with any dividends or other distributions with respect thereto, shall hereinafter be referred to as the “Exchange Fund”), .” Any amounts in each case, for the sole benefit of the holders of shares of Company Common Stock and the persons entitled to receive the Non-Employee Option Consideration. In the event the Exchange Fund in excess of the aggregate amounts payable under Section 3.01(b) and Section 3.01(e) shall be returned to the Surviving Company in accordance with Section 3.06. If for any reason following the Effective Time the cash in the Exchange Fund is insufficient to pay fully satisfy all of the aggregate Cash Consideration Portion, Fractional Share Consideration, Non-Employee Option Consideration and payment obligations to be made in cash by the Paying Agent hereunder (including as a result of any dividends under Section 2.2(finvestment losses), Parent shall, or the Surviving Company shall cause Merger Sub to, promptly deposit additional or cause to be deposited cash in immediately available funds with into the Exchange Agent Fund in an amount which is equal to the deficiency in the amount of cash required to make fully satisfy such paymentcash payment obligations. Except as contemplated by Section 3.08, the Exchange Fund shall not be used for any purpose other than as specified in this Section 3.02. Parent or the Surviving Company shall cause the Exchange Agent to makepay all charges and expenses, and the Exchange Agent shall make, delivery including those of the Merger ConsiderationPaying Agent, including payment incurred by it in connection with the exchange of the Fractional Share Consideration, Non-Employee Option Consideration and any amounts payable in respect of dividends or other distributions on shares of Parent Stock in accordance withShares pursuant to this Article III.

Exchange Fund. Prior At or prior to the Effective Acceptance Time, Parent or Merger Sub shall designate a bank or trust company reasonably acceptable to the Company to act as the exchange agent in connection with the Merger deposit (the “Exchange Agent”). The Exchange Agent shall also act as the agent for the Company’s stockholders for the purpose of receiving and holding their Certificates and Book-Entry Shares and shall obtain no rights or interests in the shares represented thereby. At or immediately after the Effective Time, Parent or Merger Sub shall deposit, or cause to be deposited, ) with the Exchange Agent (i) evidence Paying Agent, for payment to and for the sole benefit of Parent Stock issuable the Company Stockholders pursuant to the provisions of Section 2.1(a2.1(e) in book-entry form and this Article III, an amount of cash equal to the aggregate Parent Stock portion Closing Amount to which Company Stockholders are entitled under Section 2.1(e) and this Article III (which, for the avoidance of doubt, shall not include the Merger Consideration (excluding any Fractional Share Consideration), and (ii) cash in immediately available funds in an amount sufficient to pay the aggregate cash portion of the Merger RSU Closing Consideration, Fractional Share or PSU Closing Consideration, Option Consideration payable to holders who are not current or former employees of the Company or any Company Subsidiary (“Non-Employee Option Consideration”) and any dividends under Section 2.2(f) (such evidence of book-entry shares of Parent Stock and cash amounts, together with any dividends or other distributions with respect thereto, amount being referred to herein as the “Exchange Fund”). For the avoidance of doubt, Parent shall not be required to deposit any funds related to any CVR with the Rights Agent unless and until such deposit is required pursuant to the terms of the CVR Agreement. Until disbursed in accordance with the terms and conditions of this Agreement, such funds shall be invested by the Paying Agent, as directed by Parent or the Surviving Corporation, in each case, for obligations of or guaranteed by the sole benefit United States of America or obligations of an agency of the United States of America which are backed by the full faith and credit of the United States of America. Any interest and other income resulting from such investments shall be paid to Parent or the Surviving Corporation in accordance with Section 3.8(g). No investment or losses thereon shall affect the consideration to which holders of shares Company Shares are entitled under Section 2.1(e) or this Article III and to the extent that there are any losses with respect to any investments of Company Common Stock and the persons entitled to receive the Non-Employee Option Consideration. In the event Exchange Fund, or the Exchange Fund shall be insufficient diminishes for any reason below the amount required to promptly pay in full the aggregate Cash Consideration Portion, Fractional Share Consideration, Non-Employee Option Consideration cash amounts contemplated by Section 2.1(e) and any dividends under Section 2.2(f)this Article III, Parent shall, or shall cause Merger Sub the Surviving Corporation to, promptly deposit additional funds with replace or restore the cash in the Exchange Agent Fund so as to ensure that the Exchange Fund is at all times maintained at a level sufficient to make in an amount which is equal full such payments contemplated by Section 2.1(e) and this Article III. The Exchange Fund shall not be used for any purpose other than as expressly provided in this Agreement. Earnings from such investments shall be the sole and exclusive property of Parent or Merger Sub, and no part of such earnings shall accrue to the deficiency in benefit of holders of Company Shares as of immediately prior to the amount required to make such payment. Parent shall cause the Exchange Agent to make, and the Exchange Agent shall make, delivery of the Merger Consideration, including payment of the Fractional Share Consideration, Non-Employee Option Consideration and any amounts payable in respect of dividends or other distributions on shares of Parent Stock in accordance withEffective Time.

Exchange Fund. Prior to the Effective Time, Parent or Merger Sub shall designate a bank or trust company reasonably acceptable to the Company to act as the exchange agent in connection with the Merger (the “Exchange Agent”). The Exchange Agent shall also act as the agent for the Company’s stockholders Company Stockholders for the purpose of receiving and holding their Certificates and Book-Entry Shares and shall obtain no rights or interests in the shares represented thereby. At or immediately after the Effective Time, Parent or Merger Sub shall deposit, or cause to be deposited, with the Exchange Agent (i) evidence of Parent Common Stock issuable pursuant to Section 2.1(a3.1(a) in book-entry form equal to the aggregate Parent Common Stock portion of the Merger Consideration (excluding any Fractional Share Consideration), ) and (ii) cash in immediately available funds in an amount sufficient to pay the aggregate cash portion of the Merger Consideration, including the Fractional Share ConsiderationConsideration in accordance with Section 3.6, Option Consideration payable to holders who are not current or former employees of the Company or any Company Subsidiary (“Non-Employee Option Consideration”) and any dividends or other distributions under Section 2.2(f3.2(f) (such evidence of book-entry shares of Parent Common Stock and cash amounts, together with any dividends or other distributions with respect thereto, the “Exchange Fund”), in each case, for the sole benefit of the holders of shares of Company Common Stock and the persons entitled Stock; provided that no such deposits shall be required to receive the Non-Employee Option Considerationbe made with respect to any Dissenting Shares. In the event the Exchange Fund shall be insufficient (other than as a result of payment of the Merger Consideration in accordance with this Agreement) to pay the aggregate Cash Consideration Portioncash portion of the Merger Consideration, including the Fractional Share Consideration, Non-Employee Option Consideration in accordance with Section 3.6 and any dividends or other distributions under Section 2.2(f3.2(f), Parent shallshall promptly deposit, or shall cause Merger Sub toto be deposited, promptly deposit additional funds with the Exchange Agent in an amount which that is equal to the deficiency in the amount shortfall that is required to make such payment. Parent shall cause the Exchange Agent to make, and the Exchange Agent shall make, delivery of the Merger Consideration, including payment of the Fractional Share ConsiderationConsideration in accordance with Section 3.6, Non-Employee Option Consideration and any amounts payable in respect of dividends or other distributions on shares of Parent Common Stock in accordance withwith Section 3.2(f) out of the Exchange Fund in accordance with this Agreement. The Exchange Fund shall not be used for any 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, however, that any investment of such cash shall in all events be limited to direct short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the U.S. government, in commercial paper rated P-1 or A-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 $10 billion (based on the most recent financial statements of such bank that are then publicly available), and that no such investment or loss thereon shall affect the amounts payable to holders of Certificates or Book-Entry Shares pursuant to this Article III. Any interest and other income resulting from such investments shall be paid to Parent.

Exchange Fund. Prior to the First Effective Time, Parent or Merger Sub Purchaser shall designate a bank or trust company reasonably acceptable to the Company to act as the exchange agent in connection with the First Merger (the “Exchange Agent”). The Exchange Agent shall also act as the agent for the Company’s stockholders for the purpose of receiving and holding their Form of Election in Merger and Certificates and Book-Entry Shares and shall obtain no rights or interests in the shares represented thereby. At or immediately after the First Effective Time, Parent or Merger Sub Purchaser shall deposit, or cause to be deposited, with the Exchange Agent (i) evidence of Parent Common Stock issuable pursuant to Section 2.1(a3.1(a) in book-entry form equal to the aggregate Parent Common Stock portion of the Merger Consideration (excluding any Fractional Share Consideration), and (ii) cash in immediately available funds in an amount sufficient to pay the aggregate cash portion of the Merger Consideration, Fractional Share Consideration, Option Consideration payable to holders who are not current or former employees of the Company or any Company Subsidiary (“Non-Employee Option Consideration”) and any dividends under Section 2.2(f3.2(f) (such evidence of book-entry shares of Parent Common Stock and cash amounts, Table of Contents together with any dividends or other distributions with respect thereto, the “Exchange Fund”), in each case, for the sole benefit of the holders of shares of Company Common Stock and the persons entitled to receive the Non-Employee Option ConsiderationShares. In the event the Exchange Fund shall be insufficient to pay the aggregate Cash Consideration Portioncash portion of the Merger Consideration, Fractional Share Consideration, Non-Employee Option Consideration and any dividends under Section 2.2(f3.2(f), Parent shall, or shall cause Merger Sub Parent or Purchaser to, promptly deposit additional funds with the Exchange Agent in an amount which is equal to the deficiency in the amount required to make such payment. Parent shall cause the Exchange Agent to make, and the Exchange Agent shall make, delivery of the Merger Consideration, including payment of the Fractional Share Consideration, Non-Employee Option Consideration and any amounts payable in respect of dividends or other distributions on shares of Parent Common Stock in accordance withwith Section 3.2(f) out of the Exchange Fund in accordance with this Agreement. The Exchange Fund shall not be used for any 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, however, that any investment of such cash shall in all events be limited to direct short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the U.S. government, in commercial paper rated P-1 or A-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 $10 billion (based on the most recent financial statements of such bank that are then publicly available), and that no such investment or loss thereon shall affect the amounts payable to holders of Certificates or Book-Entry Shares pursuant to this Article III. Any interest and other income resulting from such investments shall be paid to the Surviving Company on the earlier of (A) one (1) year after the First Effective Time or (B) the full payment of the Exchange Fund.

Exchange Fund. Prior to the First Effective Time, Parent Parent, US Holdco or Merger Sub 1 shall designate a bank or trust company reasonably acceptable to the Company to act as the exchange agent in connection with the First Merger (the “Exchange Agent”). The Exchange Agent shall also act as the agent for the Company’s stockholders for the purpose of receiving and holding their Election Forms and Certificates and Book-Entry Shares and shall obtain no rights or interests in the shares represented thereby. At or immediately after the First Effective Time, Parent Parent, US Holdco or Merger Sub 1 shall deposit, or cause to be deposited, with the Exchange Agent (i) evidence of Parent Stock issuable pursuant to Section 2.1(a) in book-entry form equal to the aggregate Parent Stock portion of the Merger Consideration (excluding any Fractional Share Consideration), and (ii) cash in immediately available funds in an amount sufficient to pay the aggregate cash portion of the Merger Consideration, Fractional Share Consideration, Option Consideration payable to holders who are not current or former employees of the Company or any Company Subsidiary (“Non-Employee Option Consideration”) and any dividends under Section 2.2(f2.3(f) (such evidence of book-entry shares of Parent Stock and cash amounts, together with any dividends or other distributions with respect thereto, the “Exchange Fund”), in each case, for the sole benefit of the holders of shares of Company Common Stock and the persons entitled to receive the Non-Employee Option ConsiderationStock. In the event the Exchange Fund shall be insufficient to pay the aggregate Cash Consideration Portioncash portion of the Merger Consideration, Fractional Share Consideration, Non-Employee Option Consideration and any dividends under Section 2.2(f2.3(f), Parent shall, or shall cause US Holdco or Merger Sub 1 to, promptly deposit additional funds with the Exchange Agent in an amount which is equal to the deficiency in the amount required to make such payment. Parent shall cause the Exchange Agent to make, and the Exchange Agent shall make, delivery of the Merger Consideration, including payment of the Fractional Share Consideration, Non-Employee Option Consideration and any amounts payable in respect of dividends or other distributions on shares of Parent Stock in accordance withwith Section 2.3(f) out of the Exchange Fund in accordance with this Agreement. The Exchange Fund shall not be used for any 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, however, that any investment of such cash shall in all events be limited to direct short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the U.S. government, in commercial paper rated P-1 or A-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 $10 billion (based on the most recent financial statements of such bank that are then publicly available), and that no such investment or loss thereon shall affect the amounts payable to holders of Certificates or Book-Entry Shares pursuant to this Article II. Any interest and other income resulting from such investments shall be paid to the Surviving Company on the earlier of (A) one (1) year after the First Effective Time or (B) the full payment of the Exchange Fund.

Exchange Fund. Prior to the Effective Time, Parent or Merger Sub SBC shall designate a bank or trust company reasonably acceptable to the Company Holdings to act as the exchange agent in connection with the Merger (the “Exchange Agent”). The Exchange Agent shall also act as the agent for the Company’s stockholders Holdings’ shareholders for the purpose of receiving and holding their Election Forms and Holdings Certificates and Book-Entry Shares and shall obtain no rights or interests in the shares represented thereby. At or immediately after the Effective Time, Parent or Merger Sub SBC shall deposit, or cause to be deposited, with the Exchange Agent (i) evidence of Parent SBC Common Stock issuable pursuant to Section 2.1(a) in book-entry form equal to the aggregate Parent SBC Common Stock portion of the Merger Consideration (excluding any Fractional Share Consideration), and (ii) cash in immediately available funds in an amount sufficient to pay the aggregate cash portion of the Merger Consideration, Fractional Share Consideration, Option Consideration payable to holders who are not current or former employees of the Company or any Company Subsidiary (“Non-Employee Option Consideration”) and any dividends under Section 2.2(f2.3(f) (such evidence of book-entry shares of Parent SBC Common Stock and cash amounts, together with any dividends or other distributions with respect thereto, the “Exchange Fund”), in each case, for the sole benefit of the holders of shares of Company Holdings Common Stock and the persons entitled to receive the Non-Employee Option ConsiderationStock. In the event the Exchange Fund shall be insufficient to pay the aggregate Cash Consideration Portioncash portion of the Merger Consideration, Fractional Share Consideration, Non-Employee Option Consideration and any dividends under Section 2.2(f2.3(f), Parent shall, or SBC shall cause Merger Sub to, promptly deposit additional funds with the Exchange Agent in an amount which is equal to the deficiency in the amount required to make such payment. Parent SBC shall cause the Exchange Agent to make, and the Exchange Agent shall make, delivery of the Merger Consideration, including payment of the Fractional Share Consideration, Non-Employee Option Consideration and any amounts payable in respect of dividends or other distributions on shares of Parent SBC Common Stock in accordance withwith Section 2.3(f) out of the Exchange Fund in accordance with this Agreement. The Exchange Fund shall not be used for any 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 SBC; provided, however, that no such investment or loss thereon shall affect the amounts payable to holders of Holdings Certificates or Book-Entry Shares pursuant to this Article 2. Any interest and other income resulting from such investments shall be paid to SBC on the earlier of (A) one (1) year after the Effective Time or (B) the full payment of the Exchange Fund.

Exchange Fund. Prior to the Company Merger Effective Time, Parent or Merger Sub shall designate a bank or trust company reasonably acceptable to the American Stock Transfer & Trust Company to act as the exchange agent in connection with the Merger Mergers (the “Exchange Agent”). The Exchange Agent shall also act as Prior to the agent for the Company’s stockholders for the purpose of receiving and holding their Certificates and Book-Entry Shares and shall obtain no rights or interests in the shares represented thereby. At or immediately after the Company Merger Effective Time, Parent or Merger Sub shall deposit, or cause Merger Sub or Partnership Merger Sub to be depositeddeposit, with the Exchange Agent (i) evidence of Parent Common Stock issuable pursuant to Section 2.1(a) in book-entry form issuable pursuant to Section 2.1(a)(i) and Section 2.1(b)(i) equal to the aggregate Parent Stock portion of the Merger Consideration (excluding any Fractional Share Consideration), and (ii) cash in immediately available funds in an amount sufficient to pay the aggregate cash portion of the Merger Cash Consideration, Fractional Share Consideration, Option Consideration payable to holders who are not current or former employees of the Company or any Company Subsidiary (“Non-Employee Option Consideration”) and any dividends or other distributions under Section 2.2(f) (such evidence of book-entry shares of Parent Common Stock and cash amounts, together with any dividends or other distributions with respect thereto, the “Exchange Fund”), in each case, for the sole benefit of the holders of shares of Company Common Stock Stock, holders of Partnership Units and the persons entitled Surviving Entity (solely to receive the Non-Employee Option Considerationextent any amounts in the Exchange Fund are in excess of the amounts payable pursuant to Section 2.1(a)(i) and Section 2.1(b)(i)). In the event the Exchange Fund shall be insufficient to pay the aggregate Cash Consideration PortionConsideration, Fractional Share Consideration, Non-Employee Option Consideration and any dividends or other distributions under Section 2.2(f), Parent shall, or shall cause Merger Sub or Partnership Merger Sub to, promptly deposit additional funds with the Exchange Agent in an amount which is equal to the deficiency in the amount required to make such payment. Parent shall cause the Exchange Agent to make, and the Exchange Agent shall make, delivery of the Merger Consideration, including payment of the Fractional Share Consideration, Non-Employee Option Consideration and any amounts payable in respect of dividends or other distributions on shares of Parent Common Stock in accordance withwith Section 2.2(f) out of the Exchange Fund in accordance with this Agreement. The Exchange Fund shall not be used for any 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, however, that any investment of such cash shall in all events be limited to direct short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the U.S. government, in commercial paper rated P-1 or A-1 or better by M▇▇▇▇’▇ 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 $10 billion (based on the most recent financial statements of such bank that are then publicly available), and that no such investment or loss thereon shall affect the amounts payable to holders of Certificates, Book-Entry Shares or Partnership Units pursuant to this Article II. Any interest and other income resulting from such investments shall be paid to the Surviving Entity on the earlier of (i) one (1) year after the Company Merger Effective Time or (ii) the full payment of the Exchange Fund; provided, that any amounts in the Exchange Fund in excess of the amounts payable under Section 2.1(a)(i) and Section 2.1(b)(i) shall be promptly paid to the Surviving Entity.