Common use of Paying Agent Clause in Contracts

Paying Agent. Prior to the Effective Time, Parent shall designate a U.S.-based nationally recognized financial institution reasonably acceptable to the Company to act as agent (the “Paying Agent”) for the benefit of the holders of Shares to receive the Merger Consideration to which such holders shall become entitled pursuant to this Agreement. At or prior to the Effective Time, Parent shall deposit with the Paying Agent, by wire transfer of immediately available funds, an amount in cash equal to the Aggregate Common Stock Consideration (the “Exchange Fund”). The Exchange Fund shall be held in trust by the Paying Agent for the benefit of the holders of Shares that are entitled to receive the Merger Consideration. In the event the Exchange Fund is insufficient to make the payments contemplated by this Article II (including if Dissenting Company Shares lose their status as such), Parent shall promptly deposit, or cause to be deposited, with the Paying Agent, by wire transfer of immediately available funds, an amount in cash such that the Exchange Fund becomes sufficient to make such payments. Funds made available to the Paying Agent shall, if Parent so elects, be invested by the Paying Agent, as directed by Xxxxxx, in, and only in, short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the United States of America with maturities of no more than thirty (30) days or in commercial paper obligations rated A-1 or P1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, pending payment thereof by the Paying Agent to the holders of Shares pursuant to this Article II; provided that no investment of such deposited funds shall relieve Parent, the Surviving Corporation or the Paying Agent from promptly making the payments required by this Article II, and following any losses from any such investment, Parent shall promptly deposit with the Paying Agent by wire transfer of immediately available funds, for the benefit of the holders of Shares, an amount in cash equal to the amount of such losses, which additional funds will be held and disbursed in the same manner as funds initially deposited with the Paying Agent to make the payments contemplated by this Article II. Any interest or income produced by such investments will be payable to Merger Sub or Parent, as Parent directs. Parent shall direct the Paying Agent to hold the Exchange Fund for the benefit of the persons entitled to Merger Consideration in accordance with Section 2.01 and to make payments from the Exchange Fund in accordance with this Section 2.02. The Exchange Fund shall not be used for any purpose other than to fund payments pursuant to this Section 2.02, except as expressly provided for in this Agreement.

Paying Agent. Prior to the Effective Time, Parent shall designate a U.S.-based nationally recognized financial institution bank or trust company that is reasonably acceptable to the Company to act as agent for the holders of Shares in connection with the Merger (the “Paying Agent”) for and to receive the benefit of the funds to which holders of Shares shall become entitled pursuant to Section 2.1(c) or Section 2.3(b). Parent shall cause the Surviving Corporation to provide to the Paying Agent on a timely basis, promptly after the Effective Time and as and when needed after the Effective Time, cash necessary to pay for the Shares converted into the right to receive the Merger Consideration (such cash being hereinafter referred to which such holders shall become entitled pursuant to this Agreement. At or prior to the Effective Time, Parent shall deposit with the Paying Agent, by wire transfer of immediately available funds, an amount in cash equal to the Aggregate Common Stock Consideration (as the “Exchange Fund”). The Exchange Fund shall not be held in trust by the Paying Agent used for the benefit of the holders of Shares that are entitled to receive the Merger Considerationany other purpose. In the event If for any reason the Exchange Fund is insufficient inadequate to make pay the payments contemplated by this Article II (including if Dissenting Company amounts to which holders of Shares lose their status as suchshall be entitled under Section 2.1(c), Parent shall promptly deposit, deposit or cause the Surviving Corporation promptly to be deposited, deposit additional cash with the Paying AgentAgent sufficient to make all payments of Merger Consideration, by wire transfer of immediately available funds, an amount and Parent and the Surviving Corporation shall in any event be liable for payment thereof. The Paying Agent may invest the cash such that in the Exchange Fund becomes sufficient to make such payments. Funds made available to the Paying Agent shall, if Parent so elects, be invested by the Paying Agent, as reasonably directed by XxxxxxParent; provided, inhowever, and only in, short-term that such investments shall be in obligations of, of or short-term obligations fully guaranteed as to principal and interest by, by the United States or any agency or instrumentality thereof and backed by the full faith and credit of America with maturities of no more than thirty (30) days or the United States, in commercial paper obligations rated P-1 or A-1 or P1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, pending payment thereof by respectively, in money market funds that invest only in such United States government and commercial paper obligations, or in certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $1 billion (based on the Paying Agent most recent financial statements of such bank that are then publicly available). Any interest and other income resulting from such investments shall be paid to the holders of Shares pursuant to this Article II; provided that no Parent. No investment of such deposited funds the Exchange Fund shall relieve Parent, the Surviving Corporation or the Paying Agent from promptly making the payments required by under this Article II, and following any losses from any such investment, Parent shall promptly deposit with provide any additional cash funds to the Paying Agent by wire transfer of immediately available funds, for the benefit of the holders of Shares, an amount Company’s shareholders at the Effective Time in cash equal to the amount of such losses, which additional funds will be held and disbursed in the same manner as funds initially deposited with the Paying Agent deemed to make the payments contemplated by this Article II. Any interest or income produced by such investments will be payable to Merger Sub or Parent, as Parent directs. Parent shall direct the Paying Agent to hold part of the Exchange Fund for the benefit of the persons entitled to Merger Consideration in accordance with Section 2.01 and to make payments from the Exchange Fund in accordance with this Section 2.02. The Exchange Fund shall not be used for any purpose other than to fund payments pursuant to this Section 2.02, except as expressly provided for in this AgreementFund.

Paying Agent. Prior to the ------------------ ------------ Effective Time, Parent Richfood shall designate deposit or shall cause to be deposited with the Paying Agent in a U.S.-based nationally recognized financial institution reasonably acceptable to the Company to act as agent (the “Paying Agent”) separate fund established for the benefit of the holders of Shares shares of Dart Common Stock, for payment in accordance with this Article IV, ---------- through the Paying Agent (the "Payment Fund"), immediately available funds in amounts necessary to receive make the payments pursuant to Section 4.2.(a) and this --------------- Section 4.3 to holders of shares of Dart Common Stock (other than Dart or any ----------- wholly-owned Subsidiary of Dart or Richfood, Merger Subsidiary or any other wholly-owned Subsidiary of Richfood, or holders of Dissenting Shares). The Paying Agent shall, pursuant to irrevocable instructions, pay the Merger Consideration out of the Payment Fund. From time to which such time at or after the Effective Time, Richfood shall take all lawful action necessary to make or cause to be made the appropriate cash payments, if any, to holders shall become entitled pursuant to this Agreementof Dissenting Shares. At or prior Prior to the Effective Time, Parent Richfood shall deposit with enter into such appropriate commercial arrangements, if any, as may be necessary to ensure effectuation of the Paying Agent, by wire transfer of immediately available funds, an amount in cash equal to the Aggregate Common Stock Consideration (the “Exchange Fund”)preceding sentence. The Exchange Fund shall be held in trust by the Paying Agent for the benefit shall invest portions of the holders Payment Fund as Richfood directs in obligations of Shares that are entitled to receive the Merger Consideration. In the event the Exchange Fund is insufficient to make the payments contemplated or guaranteed by this Article II (including if Dissenting Company Shares lose their status as such), Parent shall promptly deposit, or cause to be deposited, with the Paying Agent, by wire transfer of immediately available funds, an amount in cash such that the Exchange Fund becomes sufficient to make such payments. Funds made available to the Paying Agent shall, if Parent so elects, be invested by the Paying Agent, as directed by Xxxxxx, in, and only in, short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the United States of America with maturities of no more than thirty (30) days or America, in commercial paper obligations rated A-1 or P1 or better by Xxxxx’x receiving the highest investment grade rating from both Xxxxx'x Investors ServiceServices, Inc. or and Standard & Poor’s 's Corporation, pending payment thereof by or in certificates of deposit, bank repurchase agreements or banker's acceptances of commercial banks with capital exceeding $100,000,000 (collectively, "Permitted Investments"); provided, however, that the Paying Agent maturities of Permitted Investments shall be such as -------- ------- to the holders of Shares pursuant to this Article II; provided that no investment of such deposited funds shall relieve Parent, the Surviving Corporation or the Paying Agent from promptly making the payments required by this Article II, and following any losses from any such investment, Parent shall promptly deposit with the Paying Agent by wire transfer of immediately available funds, for the benefit of the holders of Shares, an amount in cash equal to the amount of such losses, which additional funds will be held and disbursed in the same manner as funds initially deposited with permit the Paying Agent to make the payments prompt payment to former holders of Dart Common Stock entitled thereto as contemplated by this Article IISection. Any interest or income produced by All earnings on Permitted Investments shall be paid to Richfood. If for any reason (including losses) the Payment Fund is inadequate to pay the amounts to which holders of shares of Dart Common Stock shall be entitled under this Section 4.3, Richfood ----------- shall promptly restore such investments will be payable to Merger Sub or Parent, as Parent directs. Parent shall direct the Paying Agent to hold the Exchange Fund for the benefit amount of the persons entitled inadequacy to Merger Consideration the Payment Fund, and in accordance with Section 2.01 and to make payments from the Exchange Fund in accordance with this Section 2.02any event shall be liable for payment thereof. The Exchange Payment Fund shall not be used for any purpose other than to fund payments pursuant to this Section 2.02, except as expressly provided for in this Agreement.

Paying Agent. Prior to At or before the Effective Time, Parent shall designate a U.S.-based nationally recognized financial select, and enter into an agreement with, an institution reasonably acceptable to the Company to act as the paying agent (the “Paying Agent”) in the Merger. Parent shall make available to the Paying Agent for the benefit of the holders of Shares to receive the Merger Consideration to which such holders shall become entitled pursuant to payment in accordance with this Agreement. At Article I, and at or prior to promptly after (but no more than three business days) the Effective Time, Parent shall deposit with the Paying Agent, by wire transfer of immediately available funds, an amount in cash equal to the Aggregate Common Stock Consideration (the “Exchange Fund”). The Exchange Fund shall be held in trust by the Paying Agent for the benefit of the holders of Shares that are entitled to receive the Merger Consideration. In the event the Exchange Fund is insufficient to make the payments contemplated by this Article II (including if Dissenting Company Shares lose their status as such), Parent shall promptly deposit, or cause to be deposited, with the Paying Agent, by wire transfer of immediately available funds, an amount in cash such that the Exchange Fund becomes sufficient to make such payments. Funds made available to the Paying Agent shall, if Parent so elects, be invested by the Paying Agent, as directed by Xxxxxx, in, and only in, short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the United States of America with maturities of no more than thirty (30) days or in commercial paper obligations rated A-1 or P1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, pending payment thereof by the Paying Agent to the holders of Shares pursuant to this Article II; provided that no investment of such deposited funds shall relieve Parent, the Surviving Corporation or the Paying Agent from promptly making the payments required by this Article II, and following any losses from any such investment, Parent shall promptly deposit with the Paying Agent by wire transfer of immediately available funds, for the benefit of the holders of Shares, an amount in cash equal to the amount of such losses, which additional funds will be held and disbursed in the same manner as funds initially deposited with the Paying Agent (i) certificates representing the shares of Parent Common Stock to be exchanged for shares of Company Common Stock, other than shares of Company Common Stock to be canceled pursuant to Section 1.6(b), in respect of the aggregate Merger Consideration to be issued in the Merger and (ii) any cash payable pursuant to Section 1.7(g) in lieu of fractional shares and dividends or other distributions payable pursuant to Section 1.7(h). Such certificates for shares of Parent Common Stock, together with the amount of any cash payable pursuant to Section 1.7(g) in lieu of fractional shares and dividends or other distributions payable pursuant to Section 1.7(h) shall hereinafter be referred to as the “Merger Fund.” With respect to the amount of cash to be deposited to satisfy its obligation under Section 1.7(g), Parent shall only be required to make a reasonable estimate of the payments contemplated by this Article II. Any interest or income produced by amount of such investments cash that will be payable to Merger Sub or Parentnecessary; provided, as Parent directs. however, that Parent shall direct use reasonable efforts to cause the Paying Agent to hold agree to notify Parent at any point when the Exchange Fund for amount of cash so paid to the benefit of the persons entitled Paying Agent to Merger Consideration in accordance with Section 2.01 and to make payments from the Exchange Fund in accordance with this Section 2.02. The Exchange Fund shall not be used for any purpose other than to fund payments satisfy Parent's obligations pursuant to this Section 2.021.7(g) reasonably appears to be inadequate, except and Parent shall, upon receipt of such notice, timely deliver to the Paying Agent such additional cash amounts as expressly provided it may deem reasonably necessary for in this Agreementsuch purpose.

Paying Agent. Prior to the Effective Time, Parent shall designate a U.S.-based nationally recognized financial institution reasonably acceptable to the Company to act as agent (the “Paying Agent”) for the benefit of the holders of Shares to receive the Merger Consideration to which such holders shall become entitled pursuant to this Agreement. At or prior to the Effective Time, Parent shall deposit with designate a reputable bank or trust company to act as the Paying Agent, by wire transfer paying agent (the identity and terms of immediately available funds, an amount in cash equal designation and appointment of which shall be reasonably acceptable to the Aggregate Common Stock Company) for the purpose of delivering or causing to be delivered to each holder of Company Shares the Per Share Merger Consideration that such holder shall become entitled to receive with respect to each Company Share held by such holder pursuant to the Merger (the “Exchange FundPaying Agent”). The Exchange Fund Company shall pay, or cause to be held in trust by paid, the fees and expenses of the Paying Agent for Agent. At or prior to the benefit of the holders of Shares that are entitled to receive the Merger Consideration. In the event the Exchange Fund is insufficient to make the payments contemplated by this Article II Effective Time, (including if Dissenting Company Shares lose their status as such), x) Parent shall promptly deposit, or cause to be deposited, the Parent Merger Consideration with the Paying Agent and (y) following the RE Closing, the Company shall deposit, or cause to be deposited, a cash amount equal to the Real Estate Purchase Price plus a cash amount equal to the Aruba Proceeds (if any) minus the amount of the Aruba Expenses (if any) minus the amount of Insight Liabilities (if any) minus the amount of the Real Estate Purchase Tax Amount minus 50% of the Estimated State Income Tax Amount (which Estimated State Income Tax Amount shall be limited to a maximum of $38,000,000 for this purpose) minus the excess, if any of the Estimated State Income Tax Amount over $38,000,000 with the Paying Agent (such cash deposited with the Paying Agent, by wire transfer collectively, the “Payment Fund”), which holders of immediately available fundsCompany Shares (other than Company Shares to be cancelled or converted pursuant to Sections 2.1(b) or (c) or Dissenting Shares), an amount shall be entitled to at the Effective Time upon due surrender of the Certificates Certificate (or affidavits of loss in cash such that lieu of the Exchange Certificates) or Book-Entry Company Shares. The Payment Fund becomes sufficient to make such payments. Funds made available to the Paying Agent shall, if Parent so elects, shall be invested by the Paying Agent, Agent as directed by Xxxxxx, in, and only in, short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the United States of America with maturities of no more than thirty (30) days or in commercial paper obligations rated A-1 or P1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s CorporationParent, pending payment thereof by the Paying Agent to the holders of Shares pursuant to this Article IIthe Company Shares; provided provided, however, that no investment of any such deposited funds investments shall relieve Parentbe in obligations of, or guaranteed by, the Surviving Corporation United States government or the Paying Agent rated A-1 or P-1 or better by Xxxxx’x Investor Service, Inc. or Standard & Poor’s Corporation, respectively. Earnings from promptly making the payments required by this Article II, and following any losses from any such investment, Parent shall promptly deposit with the Paying Agent by wire transfer of immediately available funds, for the benefit of the holders of Shares, an amount in cash equal to the amount of such losses, which additional funds will be held and disbursed in the same manner as funds initially deposited with the Paying Agent to make the payments contemplated by this Article II. Any interest or income produced by such investments will shall be payable to Merger Sub Parent or Parentthe Surviving Corporation, as Parent directs. Parent , and no part of such earnings shall direct the Paying Agent accrue to hold the Exchange Fund for the benefit of the persons entitled to Merger Consideration in accordance with Section 2.01 and to make payments from the Exchange Fund in accordance with this Section 2.02. The Exchange Fund shall not be used for any purpose other than to fund payments pursuant to this Section 2.02, except as expressly provided for in this Agreementholders of Company Shares.

Paying Agent. Prior to the Effective Time, Parent shall designate a U.S.-based nationally recognized financial institution bank or trust company reasonably acceptable to the Company to act as agent (the “Paying Agent”) to receive, for the benefit of the holders of Shares to receive Company stockholders, funds representing the aggregate Merger Consideration to which such holders Company stockholders shall become entitled pursuant to this AgreementSection 3.1(c) and for the purpose of exchanging the Merger Consideration for Certificates or Book Entry Shares. The Paying Agent shall also act as the agent for the Company stockholders for the purpose of holding the Certificates and shall obtain no rights or interests in the shares represented by such Certificates. At or prior to such times as the Effective TimePaying Agent shall require, but no earlier than two days before the Paying Agent must pay the Merger Consideration, Parent shall deposit or cause to be deposited with the Paying Agent, by wire transfer for the benefit of immediately available fundsholders of Certificates or Book Entry Shares, an amount in cash equal funds sufficient to pay the Aggregate Common Stock aggregate Merger Consideration payable upon conversion of Shares pursuant to Section 3.1(c) (such funds being hereinafter referred to as the “Exchange Fund”). The Exchange Fund For purposes of determining the aggregate amount to be so deposited, Parent shall be held in trust by the Paying Agent for the benefit assume that no stockholder of the Company shall perfect any right to appraisal of his, her or its Shares under the Dissenter’s Rights Statutes. If for any reason (including losses) such funds are inadequate to pay all amounts to which holders of Shares that are shall be entitled to receive the Merger Consideration. In the event the Exchange Fund is insufficient to make the payments contemplated by this Article II (including if Dissenting Company Shares lose their status as suchunder Section 3.1(c), Parent shall promptly deposit, deposit or cause the Surviving Corporation promptly to be deposited, deposit additional cash with the Paying Agent, by wire transfer of immediately available funds, an amount in cash such that the Exchange Fund becomes Agent sufficient to make such paymentsall payments required under this Agreement, and Parent and the Surviving Corporation shall in any event be liable for payment thereof. Funds made available to the Paying Agent shallSuch funds shall not be used for any purpose other than as set forth in this Article III, if Parent so elects, and shall be invested by the Paying Agent, Agent as directed by XxxxxxParent or the Surviving Corporation solely in (i) direct obligations of the United States of America, in, (ii) obligations for which the full faith and only in, short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, credit of the United States of America with maturities is pledged to provide for the payment of no more than thirty principal and interest, (30iii) days or in commercial paper obligations rated A-1 or P1 or better the highest quality by either Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, pending payment thereof by or (iv) a combination of any of the foregoing. Parent shall bear and pay all charges and expenses, including those of the Paying Agent to the holders of Shares pursuant to this Article II; provided that no investment of such deposited funds shall relieve ParentAgent, the Surviving Corporation or the Paying Agent from promptly making the payments required by this Article II, and following any losses from any such investment, Parent shall promptly deposit incurred in connection with the Paying Agent by wire transfer exchange of immediately available funds, for shares and the benefit of the holders of Shares, an amount in cash equal to the amount of such losses, which additional funds will be held and disbursed in the same manner as funds initially deposited with the Paying Agent to make the payments contemplated by this Article IIExchange Fund. Any net profit resulting from, or interest or income produced by by, such investments will be payable to Merger Sub Purchaser or Parent, as Parent directs. Parent shall direct the Paying Agent to hold the Exchange Fund for the benefit of the persons entitled to Merger Consideration in accordance with Section 2.01 and to make payments from the Exchange Fund in accordance with this Section 2.02. The Exchange Fund shall not be used for any purpose other than to fund payments pursuant to this Section 2.02, except as expressly provided for in this Agreement.

Paying Agent. Prior to the Effective Time, Parent shall designate a U.S.-based nationally recognized financial institution reasonably acceptable to the Company to act as agent (the “Paying Agent”) for the benefit of the holders of Shares to receive the Merger Consideration to which such holders shall become entitled pursuant to this Agreement. At or prior to the Effective Time, Parent shall deposit with designate a reputable bank or trust company to act as the Paying Agent, by wire transfer paying agent (the identity and terms of immediately available funds, an amount in cash equal designation and appointment of which shall be reasonably acceptable to the Aggregate Common Stock Company) for the purpose of delivering or causing to be delivered to each holder of Company Shares the Per Share Merger Consideration that such holder shall become entitled to receive with respect to each Company Share held by such holder pursuant to the Merger (the “Exchange FundPaying Agent”). The Exchange Fund Company shall pay, or cause to be held in trust by paid, the fees and expenses of the Paying Agent. At or prior to the Effective Time, (x) Parent and the Company shall execute a joint written instruction directing the Escrow Agent to make, subject to the occurrence of the Effective Time, a cash payment to the Paying Agent for equal to the benefit full balance of the holders of Shares that are entitled to receive the Merger Consideration. In the event the Exchange Fund is insufficient to make the payments contemplated by this Article II Escrow Accounts and (including if Dissenting Company Shares lose their status as such), y) Parent shall promptly deposit, or cause to be depositeddeposited (including, via clause (x) above), cash in an amount equal to the Aggregate Merger Consideration with the Paying Agent (such cash deposited with the Paying Agent, by wire transfer collectively, the “Payment Fund”), which holders of immediately available funds, an amount Company Shares (other than Company Shares to be cancelled or converted pursuant to Sections 2.1(b) or (c) or Dissenting Shares) shall be entitled to at the Effective Time upon due surrender of the Certificates (or affidavits of loss in cash such that lieu of the Exchange Certificates) or Book-Entry Company Shares. The Payment Fund becomes sufficient to make such payments. Funds made available to the Paying Agent shall, if Parent so elects, shall be invested by the Paying Agent, Agent as directed by Xxxxxx, in, and only in, short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the United States of America with maturities of no more than thirty (30) days or in commercial paper obligations rated A-1 or P1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s CorporationParent, pending payment thereof by the Paying Agent to the holders of Shares pursuant to this Article II; provided the Company Shares; provided, however, that no investment of any such deposited funds investments shall relieve Parentbe in obligations of, or guaranteed by, the Surviving Corporation United States government or the Paying Agent rated A-1 or P-1 or better by Xxxxx’x Investor Service, Inc. or Standard & Poor’s Corporation, respectively. Earnings from promptly making the payments required by this Article II, and following any losses from any such investment, Parent shall promptly deposit with the Paying Agent by wire transfer of immediately available funds, for the benefit of the holders of Shares, an amount in cash equal to the amount of such losses, which additional funds will be held and disbursed in the same manner as funds initially deposited with the Paying Agent to make the payments contemplated by this Article II. Any interest or income produced by such investments will shall be payable to Merger Sub Parent or Parentthe Surviving Corporation, as Parent directs. Parent , and no part of such earnings shall direct the Paying Agent accrue to hold the Exchange Fund for the benefit of the persons entitled to Merger Consideration in accordance with Section 2.01 and to make payments from the Exchange Fund in accordance with this Section 2.02. The Exchange Fund shall not be used for any purpose other than to fund payments pursuant to this Section 2.02, except as expressly provided for in this Agreementholders of Company Shares.

Paying Agent. Prior to the Effective Time, Parent shall designate enter into an agreement with a U.S.-based nationally recognized financial institution paying agent selected by Parent and reasonably acceptable to the Company to act as agent for the holders of Company Common Stock in connection with the Merger (the “Paying Agent”) for the benefit and to receive payment of the holders of Shares to receive the aggregate Per Share Merger Consideration to which such the holders of Company Common Stock shall become entitled pursuant to this AgreementArticle II. At or prior to the Effective Time, Parent shall deposit with the Paying Agent, by wire transfer of immediately available funds, an amount in cash equal to the Aggregate Common Stock Consideration (the “Exchange Fund”). The Exchange Fund shall be held in trust by the Paying Agent for the benefit of the holders of Shares that are entitled to receive the Merger Consideration. In the event the Exchange Fund is insufficient to make the payments contemplated by this Article II (including if Dissenting Company Shares lose their status as such), Parent shall promptly deposit, or cause to be deposited, with the Paying Agent, by wire transfer of Agent a cash amount in immediately available funds, an amount funds sufficient in cash such that the Exchange Fund becomes sufficient aggregate to make such payments. Funds made available to the Paying Agent shall, if Parent so elects, be invested by the Paying Agent, as directed by Xxxxxx, in, and only in, short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the United States of America with maturities of no more than thirty (30) days or in commercial paper obligations rated A-1 or P1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, pending payment thereof by provide all funds necessary for the Paying Agent to make payments in respect of Company Shares converted into the right to receive the Per Share Merger Consideration under Section 2.1(a) (such cash being hereinafter referred to as the “Exchange Fund”) in trust for the benefit of the holders of Shares pursuant to this Article IIthe Company Shares. The Paying Agent shall invest the Exchange Fund as directed by Parent; provided that (i) no such investment of such deposited funds shall relieve Parent, the Surviving Corporation or the Paying Agent Parent from promptly making the payments required by this Article II, (ii) no such investment shall have maturities that could prevent or delay payments to be made pursuant to this Agreement and following any (iii) such investments shall be in short-term obligations of the United States of America or short-term obligations guaranteed by the United States of America. Subject to Section 2.3(c), to the extent that there are losses from any with respect to such investmentinvestments, or the Exchange Fund diminishes for other reasons below the level required to make prompt cash payment of the aggregate Per Share Merger Consideration as contemplated hereby, Parent shall or shall cause the Surviving Corporation to, promptly deposit with replace or restore the Paying Agent by wire transfer of immediately available fundscash in the Exchange Fund lost through such investments or other events so as to ensure that the Exchange Fund is at all applicable times maintained at a level sufficient to make such cash payments, and Parent (and, following the Effective Time, the Surviving Corporation) shall in any event be liable for the benefit payment thereof. Any interest and other income resulting from such investment shall become a part of the holders Exchange Fund, and any amounts in excess of Sharesthe amounts payable in respect of Company Shares under Section 2.1(a) shall be promptly returned to Parent or the Surviving Corporation, an amount in cash equal to the amount of such losses, which additional as requested by Parent. The funds will be held and disbursed in the same manner as funds initially deposited with the Paying Agent pursuant to make the payments contemplated by this Article II. Any interest or income produced by such investments will be payable to Merger Sub or Parent, as Parent directs. Parent shall direct the Paying Agent to hold the Exchange Fund for the benefit of the persons entitled to Merger Consideration in accordance with Section 2.01 and to make payments from the Exchange Fund in accordance with this Section 2.02. The Exchange Fund 2.3(a) shall not be used for any purpose other than to fund payments pursuant to as contemplated by this Section 2.02, except as expressly provided for in this Agreement2.3(a).

Paying Agent. Prior to the Effective Time, Parent shall designate a U.S.-based nationally recognized financial institution bank or trust company reasonably acceptable to the Company to act as paying and exchange agent (the “Paying Agent”) for the benefit holders of the holders shares of Shares Company Common Stock (including Restricted Stock) to receive the Merger Consideration to which holders of such holders shares of Company Common Stock shall become entitled pursuant to this Agreement and enter into an agreement reasonably acceptable to the Company with the Paying Agent relating to the services to be performed by the Paying Agent (the “Paying Agent Agreement”). At or prior Prior to the Effective Time, Parent shall, or shall take all steps necessary to enable and cause Merger Sub to, deposit with the Paying AgentAgent (i) evidence of Parent Common Stock in book-entry form (and/or certificates representing such Parent Common Stock, by wire transfer of immediately available funds, an amount in cash at Parent’s election) equal to the Aggregate aggregate Stock Consideration to be issued pursuant to Section 2.1(c) and the Parent Common Stock to be issued pursuant to Section 2.3 (excluding any Fractional Share Consideration) and (ii) cash in immediately available funds in an amount sufficient to pay (w) the aggregate Fractional Share Consideration pursuant to Section 2.9, (x) the Cash Consideration pursuant to Section 2.1(c), (y) the amounts to be paid pursuant to Section 2.3 and, if applicable, (z) the aggregate Per Share Cash Consideration pursuant to Section 2.1(e) (such shares and cash amounts in clauses (i) and (ii), as applicable (together with the dividends and distributions with respect thereto pursuant to Section 2.7(c)), the “Exchange Aggregate Merger Consideration” or the “Payment Fund”). The Exchange Fund shall be held in trust by the Paying Agent for the benefit cash portion of the holders of Shares that are entitled Payment Fund may, as determined by Parent, pending its disbursement pursuant to receive the Merger Consideration. In the event the Exchange Fund is insufficient to make the payments contemplated by and in accordance with this Article II (including if Dissenting Company Shares lose their status as such), Parent shall promptly deposit, or cause to be deposited, with the Paying Agent, by wire transfer of immediately available funds, an amount in cash such that the Exchange Fund becomes sufficient to make such payments. Funds made available to the Paying Agent shall, if Parent so electsAgreement, be invested by the Paying Agent, as directed by Xxxxxx, in, and only in, Agent in (I) short-term direct obligations of, or short-term obligations fully guaranteed as to principal and interest by, of the United States of America with maturities of no more than thirty (30) days or (II) short-term obligations for which the full faith and credit of the United States of America is pledged to provide for the full payment of principal and interest. Any interest and other income from such investments shall become part of the Payment Fund; provided that any amount in commercial paper obligations rated A-1 or P1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, pending payment thereof the Payment Fund in excess of the Aggregate Merger Consideration payable hereunder shall be disbursed to the Surviving Company upon the termination of the Payment Fund pursuant to and in accordance with Section 2.7(f). No investment by the Paying Agent to of the holders of Shares pursuant to this Article II; provided that no investment of such deposited funds Payment Fund shall relieve Parent, Holdings, Merger Sub LLC, the First-Step Surviving Company, the Surviving Corporation Company or the Paying Agent from promptly making the payments to holders of Certificates or Book-Entry Shares required by this Article II, and following any losses from any such investment, Parent shall promptly deposit with replace any portion of the Paying Agent by wire transfer of immediately available funds, Payment Fund lost through any investment made pursuant to this Section 2.7(a) for the benefit of the holders of Shares, an amount shares of Company Common Stock (including Restricted Stock) at the Effective Time in cash equal to the amount of such losses, which additional funds will be held and disbursed in deemed to be part of the same manner as funds initially deposited with Payment Fund. No investment by the Paying Agent to make the payments contemplated by this Article II. Any interest or income produced by such investments will be payable to Merger Sub or Parent, as Parent directs. Parent shall direct the Paying Agent to hold the Exchange Fund for the benefit of the persons entitled to Merger Consideration in accordance with Section 2.01 and to make payments from the Exchange Fund in accordance with this Section 2.02. The Exchange Payment Fund shall not have maturities that could prevent or delay payments to be used for any purpose other than to fund payments made pursuant to this Section 2.02, except as expressly provided for in this Agreement.

Paying Agent. Prior to the Effective Offer Acceptance Time, Parent shall designate a U.S.-based nationally recognized financial institution the Company’s current transfer agent or another bank or trust company reasonably acceptable to the Company to act as paying agent (the “Paying Agent”) for the benefit holders of the holders shares of Shares Company Common Stock to receive the Merger Consideration funds to which holders of such holders shares of Company Common Stock shall become entitled pursuant to this AgreementAgreement and shall enter into an agreement reasonably acceptable to the Company with the Paying Agent relating to the services to be performed by the Paying Agent. At or prior to of each of the Offer Acceptance Time and Effective Time, Parent shall, or shall take all steps necessary to enable and cause Purchaser to, deposit with the Paying Agent, by wire transfer Agent all of immediately available funds, an amount in cash equal the funds necessary to purchase any Shares that Purchaser becomes obligated to purchase pursuant to the Aggregate Offer and in respect of the aggregate Merger Consideration to be paid to holders of shares of Company Common Stock Consideration Stock, as applicable (the “Exchange Payment Fund”). The Exchange If Parent decides to invest the Payment Fund, pending its disbursement to former holders of Company Common Stock, then the Payment Fund shall be held in trust by the Paying Agent for the benefit of the holders of Shares that are entitled to receive the Merger Consideration. In the event the Exchange Fund is insufficient to make the payments contemplated by this Article II (including if Dissenting Company Shares lose their status as such), Parent shall promptly deposit, or cause to be deposited, with the Paying Agent, by wire transfer of immediately available funds, an amount in cash such that the Exchange Fund becomes sufficient to make such payments. Funds made available to the Paying Agent shall, if Parent so elects, be invested by the Paying AgentAgent in (i) short-term direct obligations of the United States of America, as directed by Xxxxxx, in, and only in, (ii) short-term obligations of, or short-term obligations fully guaranteed as to principal for which the full faith and interest by, credit of the United States of America with maturities is pledged to provide for the payment of no more than thirty principal and interest or (30iii) days or in commercial paper obligations rated A-1 or P1 P-1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, pending payment thereof respectively, or a combination of the foregoing. Any interest and other income from such investments shall become part of the Payment Fund and any amounts in excess of the amounts payable pursuant to this Article III shall promptly be paid to Parent. No investment by the Paying Agent to of the holders of Shares pursuant to this Article II; provided that no investment of such deposited funds Payment Fund shall relieve Parent, the Surviving Corporation or the Paying Agent from promptly making the payments required by this Article II, III and following any losses from any such investment, Parent shall promptly deposit with the Paying Agent by wire transfer of immediately available funds, for the benefit replace any portion of the holders of Shares, an amount in cash equal to the amount of such losses, which additional funds will be held and disbursed in the same manner as funds initially deposited with the Paying Agent to make the payments contemplated by this Article II. Any interest or income produced by such investments will be payable to Merger Sub or Parent, as Parent directs. Parent shall direct the Paying Agent to hold the Exchange Payment Fund for the benefit of the persons entitled to Merger Consideration in accordance with Section 2.01 and to make payments from the Exchange Fund in accordance with this Section 2.02. The Exchange Fund shall not be used for lost through any purpose other than to fund payments investment made pursuant to this Section 2.02, except as expressly provided for in 3.2(a). No investment by the Paying Agent of the Payment Fund shall have maturities that could prevent or delay payments to be made pursuant to this Agreement. Following the Effective Time, Parent agrees to make available to the Paying Agent, from time to time as needed, additional cash to purchase any Shares that Purchaser becomes obligated to purchase pursuant to the Offer and in respect of the aggregate Merger Consideration to be paid to holders of shares of Company Common Stock, as applicable.

Paying Agent. Prior to the Effective Time, Parent shall designate a U.S.-based nationally recognized financial institution enter into an agreement in form and substance reasonably acceptable to the Company (the “Paying Agent Agreement”) with a paying agent selected by Parent with the Company’s prior written approval, which approval shall not be unreasonably conditioned, withheld or delayed, to act as agent for the stockholders of the Company in connection with the Merger (the “Paying Agent”) for the benefit to receive payment of the holders of Shares to receive the aggregate Per Share Merger Consideration to which such holders the stockholders of the Company shall become entitled pursuant to this AgreementSection 2.1(a). At or prior to the Effective Time, Parent shall deposit with the Paying Agent, by wire transfer of immediately available funds, an amount in cash equal to the Aggregate Common Stock Consideration (the “Exchange Fund”). The Exchange Fund shall be held in trust by the Paying Agent for the benefit of the holders of Shares that are entitled to receive the Merger Consideration. In the event the Exchange Fund is insufficient to make the payments contemplated by this Article II (including if Dissenting Company Shares lose their status as such), Parent shall promptly deposit, or cause to be deposited, with the Paying Agent, by wire transfer of (i) a cash amount in immediately available fundsfunds sufficient in the aggregate, an amount to provide all funds necessary for the Paying Agent to pay the aggregate Per Share Merger Consideration pursuant to Section 2.1(a) in trust for the benefit of the holders of the Shares that will be converted into the right to receive the Per Share Merger Consideration pursuant to Section 2.1(a) and (ii) book entry shares (or certificates if requested) representing the units of New Merger Sub Preferred Equity issuable pursuant to Section 2.1(c) in exchange for outstanding shares of the Company Preferred Stock (clause (A) and (B) collectively, the “Exchange Fund”). The Paying Agent shall not invest any cash such that included in the Exchange Fund becomes sufficient to make such payments. Funds made available to the Paying Agent shall, if Parent so elects, be invested by the Paying Agent, as unless otherwise directed by Xxxxxx, in, and only in, short-term Parent; provided that any such investments shall be in obligations of, of or short-term obligations fully guaranteed as to principal and interest by, by the United States of America with maturities of no more than thirty (30) days or America, in commercial paper obligations rated A-1 or P1 P-1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, pending payment thereof respectively, in certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $1 billion, or in money market funds having a rating in the highest investment category granted by a recognized credit rating agency at the Paying Agent time of acquisition or a combination of the foregoing and, in any such case, no such instrument shall have a maturity exceeding three (3) months. To the extent that there are losses with respect to the holders of Shares pursuant to this Article II; provided that no investment of such deposited funds shall relieve Parentinvestments, the Surviving Corporation or the Paying Agent from promptly making Exchange Fund diminishes for other reasons below the payments level required by this Article II, and following any losses from any such investmentto make prompt cash payment of the aggregate Per Share Merger Consideration as contemplated hereby, Parent shall promptly deposit with replace or restore, or cause to be replaced or restored, the Paying Agent by wire transfer of immediately available funds, for cash in the benefit Exchange Fund lost through such investments or other events so as to ensure that the Exchange Fund is at all times maintained at a level sufficient to make such cash payments. Any interest and other income resulting from such investment shall become a part of the holders Exchange Fund, and any amounts in excess of Sharesthe amounts payable under Section 2.1(a) shall be promptly returned to Parent or the Surviving Entity, an amount in cash equal to the amount of such losses, which additional as requested by Parent. The funds will be held and disbursed in the same manner as funds initially deposited with the Paying Agent pursuant to make the payments contemplated by this Article II. Any interest or income produced by such investments will be payable to Merger Sub or Parent, as Parent directs. Parent shall direct the Paying Agent to hold the Exchange Fund for the benefit of the persons entitled to Merger Consideration in accordance with Section 2.01 and to make payments from the Exchange Fund in accordance with this Section 2.02. The Exchange Fund 2.3(a) shall not be used for any purpose other than to fund payments pursuant to as contemplated by this Section 2.02, except as expressly provided for in this Agreement2.3(a).

Paying Agent. Prior to the Effective Time, Parent shall designate a U.S.-based nationally recognized financial institution bank or trust company which shall be reasonably acceptable satisfactory to the Company (which consent shall not be unreasonably withheld, conditioned or delayed) to act as agent (the “Paying Agent”) for the benefit of the holders of Shares to receive the Merger Consideration to which such holders shall become entitled pursuant to this AgreementShares. At or prior to the Effective TimeTime (or in the case of Section 3.05, Parent shall deposit with the Paying Agent, by wire transfer of immediately available funds, an amount in cash equal to the Aggregate Common Stock Consideration (the “Exchange Fund”). The Exchange Fund shall be held in trust by the Paying Agent for the benefit of the holders of Shares that are entitled to receive the Merger Consideration. In the event the Exchange Fund is insufficient to make the payments contemplated by this Article II (including if Dissenting Company Shares lose their status as suchwhen ascertained), Parent shall promptly deposit, or shall cause to be deposited, with the Paying Agent, by wire transfer for the benefit of the holders of Shares, Company Options, Company Restricted Shares and Company Restricted Share Units, a cash amount in immediately available fundsfunds sufficient for the Paying Agent to make payments under Section 3.01(a), Section 3.04(b), Section 3.04(c) and Section 3.05 (such aggregate cash amount being hereafter referred to as the “Exchange Fund”, and in the case of payments under Section 3.05, an amount in cash such that equal to the number of Dissenting Shares multiplied by the Merger Consideration). The Exchange Fund becomes sufficient to make such payments. Funds made available to the Paying Agent shall, if Parent so elects, may be invested by the Paying Agent, Agent as directed by XxxxxxParent; provided, inhowever, that, if Parent directs the Paying Agent to invest the Exchange Fund, such investments shall be in obligations of or guaranteed by the U.S. or any agency or instrumentality thereof and only inbacked by the full faith and credit of the U.S., short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the United States of America with maturities of no more than thirty (30) days or in commercial paper obligations rated A-1 or P1 P-1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, pending respectively, or in certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $1 billion (based on the most recent financial statements of such bank which are then publicly available). If for any reason following the Effective Time (including investment losses or as a result of any Dissenting Shareholder effectively waiving, withdrawing or losing such shareholder’s dissenter rights) the cash in the Exchange Fund is insufficient to fully satisfy all of the payment thereof obligations to be made in cash by the Paying Agent to the holders of Shares pursuant to this Article II; provided that no investment of such deposited funds shall relieve Parenthereunder, Parent or the Surviving Corporation or the Paying Agent from promptly making the payments required by this Article II, and following any losses from any such investment, Parent Company shall promptly deposit with the Paying Agent by wire transfer of or cause to be deposited cash in immediately available funds, for funds into the benefit of the holders of Shares, Exchange Fund in an amount in cash which is equal to the deficiency in the amount of cash required to fully satisfy such losses, which additional funds will be held and disbursed in the same manner as funds initially deposited with the Paying Agent to make the payments contemplated by this Article IIcash payment obligations. Any interest or other income produced by from such investments will shall be payable paid to Merger Sub or and become the income of Parent and any Taxes resulting therefrom shall be paid by Parent. Except as contemplated by Section 3.02(d), as Parent directs. Parent shall direct the Paying Agent to hold the Exchange Fund for the benefit of the persons entitled to Merger Consideration in accordance with Section 2.01 and to make payments from the Exchange Fund in accordance with this Section 2.02. The Exchange Fund shall not be used for any purpose other than to fund payments pursuant to as specified in this Section 2.02, except as expressly provided for in this Agreement3.02(a).

Paying Agent. (i) Prior to the Effective Time, Parent or Merger Sub shall enter into an agreement in form and substance reasonably acceptable to the Company with a paying agent selected by Parent with the Company’s prior written approval, which approval shall not be unreasonably conditioned, withheld or delayed, to act as agent for the stockholders of the Company in connection with the Merger (the “Paying Agent”) to receive payment of the aggregate Per Share Merger Consideration to which the stockholders of the Company shall become entitled pursuant to this Article II. Prior to the Effective Time, Parent shall designate a U.S.-based nationally recognized financial institution reasonably acceptable to the Company to act as agent (the “Paying Agent”) for the benefit of the holders of Shares to receive the Merger Consideration to which such holders shall become entitled pursuant to this Agreement. At or prior to the Effective Time, Parent shall deposit with the Paying Agent, by wire transfer of immediately available funds, an amount in cash equal to the Aggregate Common Stock Consideration (the “Exchange Fund”). The Exchange Fund shall be held in trust by the Paying Agent for the benefit of the holders of Shares that are entitled to receive the Merger Consideration. In the event the Exchange Fund is insufficient to make the payments contemplated by this Article II (including if Dissenting Company Shares lose their status as such), Parent shall promptly deposit, or cause to be deposited, with the Paying Agent, by wire transfer of immediately available funds, an amount in cash in immediately available funds sufficient in the aggregate to provide all funds necessary for the Paying Agent to make payments under this Article II (such cash being hereinafter referred to as the “Exchange Fund”) in trust for the benefit of the holders of the Shares; provided that the Exchange Fund becomes sufficient shall not include any amounts in excess of the Per Share Merger Consideration with respect to make such paymentsDissenting Shares. Funds made available to the The Paying Agent shall, if Parent so elects, be invested by shall invest the Paying Agent, Exchange Fund as reasonably directed by Xxxxxx, in, and only in, Parent; provided that such investments shall be in direct short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the United States of America America, and, in any such case, no such instrument shall have a maturity exceeding one month. To the extent that there are losses with maturities of no more than thirty (30) days or in commercial paper obligations rated A-1 or P1 or better by Xxxxx’x Investors Servicerespect to such investments, Inc. or Standard & Poor’s Corporation, pending payment thereof by the Paying Agent to the holders of Shares pursuant to this Article II; provided that no investment of such deposited funds shall relieve Parent, the Surviving Corporation or the Paying Agent from promptly making Exchange Fund diminishes for any reason below the payments level required by this Article II, and following any losses from any such investmentto make prompt cash payment of the aggregate Per Share Merger Consideration as contemplated hereby, Parent shall promptly deposit with replace or restore, or cause to be replaced or restored, the Paying Agent by wire transfer of immediately available funds, for cash in the benefit Exchange Fund lost through such investments and other events so as to ensure that the Exchange Fund is at all times maintained at a level sufficient to make such cash payments. Any interest and other income resulting from such investment shall become a part of the holders Exchange Fund, and any amounts in excess of Sharesthe amounts payable under Article II shall be promptly returned to Parent or the Surviving Corporation, an amount in cash equal to the amount of such losses, which additional as requested by Parent. The funds will be held and disbursed in the same manner as funds initially deposited with the Paying Agent pursuant to make the payments contemplated by this Article II. Any interest or income produced by such investments will be payable to Merger Sub or Parent, as Parent directs. Parent shall direct the Paying Agent to hold the Exchange Fund for the benefit of the persons entitled to Merger Consideration in accordance with Section 2.01 and to make payments from the Exchange Fund in accordance with this Section 2.02. The Exchange Fund 2.3(a) shall not be used for any purpose other than to fund payments pursuant to as contemplated by this Section 2.02, except as expressly provided for in this Agreement2.3(a).

Paying Agent. Prior to the Effective Time, Parent shall designate a U.S.-based nationally recognized financial institution bank or trust company reasonably acceptable to the Company to act as paying agent in the Merger (the “"Paying Agent”) for the benefit of the holders of Shares to receive the Merger Consideration to which such holders shall become entitled pursuant to this Agreement. At or "), and prior to the Effective Time, Parent shall deposit with the Paying Agent, by wire transfer of immediately available funds, an amount in cash equal to the Aggregate Common Stock Consideration (the “Exchange Fund”). The Exchange Fund shall be held in trust by with, or cause the Surviving Corporation to deposit in trust with, the Paying Agent cash in amounts necessary for the benefit payment of the holders Merger Consideration upon surrender of certificates representing Shares that are entitled to receive as part of the Merger Consideration. In the event the Exchange Fund is insufficient to make the payments contemplated by this Article II (including if Dissenting Company Shares lose their status as such), Parent shall promptly deposit, or cause to be deposited, with the Paying Agent, by wire transfer of immediately available funds, an amount in cash such it being understood that the Exchange Fund becomes sufficient to make such payments. Funds any and all interest earned on funds made available to the Paying Agent shallpursuant to this Agreement shall be turned over to Parent). If the amount of cash deposited with the Paying Agent pursuant to this Section 3.2 is insufficient to pay all of the amounts required to be paid pursuant to Section 3.1, if Parent so electsfrom time to time after the Effective Time shall take all steps necessary to enable or cause the Surviving Corporation to deposit with the Paying Agent additional cash in an amount sufficient to make all such payments. As soon as reasonably practicable after the Effective Time, the Paying Agent shall mail to each holder of record of a certificate or certificates that immediately prior to the Effective Time represented Shares (the "Certificates"), (i) a letter of transmittal (which shall specify that delivery shall be invested effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in a form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, as directed by Xxxxxx, in, and only in, short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the United States of America with maturities of no more than thirty (30) days or in commercial paper obligations rated A-1 or P1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, pending payment thereof by the Paying Agent shall, and Parent shall cause the Paying Agent to, pay the holder of such Certificate in exchange therefor the amount of cash into which the Shares theretofore represented by such Certificate shall have been converted pursuant to Section 3.1, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, payment may be made to a person other than the person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of such Certificate or establish to the holders satisfaction of Shares pursuant to this Article II; provided that no investment of such deposited funds shall relieve Parent, the Surviving Corporation that such tax has been paid or the Paying Agent from promptly making the payments required is not applicable. Until surrendered as contemplated by this Article IISection 3.2, and following each Certificate shall be deemed at any losses from any time after the Effective Time to represent only the right to receive upon such investment, Parent shall promptly deposit with the Paying Agent by wire transfer of immediately available funds, for the benefit of the holders of Shares, an amount in cash equal to surrender the amount of cash, without interest, into which the shares of capital stock theretofore represented by such losses, which additional funds Certificate shall have been converted pursuant to Section 3.1. No interest will be held and disbursed in paid or will accrue on the same manner as funds initially deposited with cash payable upon the Paying Agent to make the payments contemplated by this Article II. Any interest or income produced by such investments will be payable to Merger Sub or Parent, as Parent directs. Parent shall direct the Paying Agent to hold the Exchange Fund for the benefit surrender of the persons entitled to Merger Consideration in accordance with Section 2.01 and to make payments from the Exchange Fund in accordance with this Section 2.02. The Exchange Fund shall not be used for any purpose other than to fund payments pursuant to this Section 2.02, except as expressly provided for in this AgreementCertificate.

Paying Agent. Prior Not less than three (3) business days prior to the Effective Timeanticipated Closing Date, Parent shall designate a U.S.-based nationally recognized financial institution bank or trust company reasonably acceptable to the Company to act as agent (the “Paying Agent”) for the benefit payment and delivery of the aggregate Merger Consideration payable to holders of Company Shares in accordance with this ARTICLE II and, in connection therewith, shall enter into an agreement with the Paying Agent prior to receive the Merger Consideration Closing Date in a form reasonably acceptable to which such holders shall become entitled pursuant to this Agreementthe Company. At or prior Prior to the Effective Time, Parent shall deposit with the Paying Agent, by wire transfer of immediately available funds, or cause to be deposited an amount in cash equal sufficient to pay the Aggregate Common Stock Consideration aggregate amount payable to holders of Company Shares pursuant to Section 2.01(c) with the Paying Agent (such cash, and the cash referred to in the immediately following sentence, being hereinafter referred to as the “Exchange Fund”). The Exchange Fund shall be held in trust by the Paying Agent for the benefit of the holders of Shares that are entitled From time to receive the Merger Consideration. In the event the Exchange Fund is insufficient to make the payments contemplated by this Article II (including if Dissenting Company Shares lose their status time as such), Parent shall promptly deposit, or cause to be deposited, with the Paying Agent, by wire transfer of immediately available funds, an amount in cash such that the Exchange Fund becomes sufficient to make such payments. Funds made available to the Paying Agent shall, if Parent so elects, be invested by the Paying Agent, as directed by Xxxxxx, in, and only in, short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the United States of America with maturities of no more than thirty (30) days or in commercial paper obligations rated A-1 or P1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, pending payment thereof by the Paying Agent to the holders of Shares pursuant to this Article II; provided that no investment of such deposited funds shall relieve Parent, the Surviving Corporation or the Paying Agent from promptly making the payments required by this Article II, and following any losses from any such investmentnecessary, Parent shall promptly deposit with the Paying Agent by wire transfer of immediately available funds, for the benefit of the additional cash sufficient to pay any dividends and other distributions payable to holders of Shares, an amount in cash equal Company Shares pursuant to the amount of such losses, which additional funds will be held and disbursed in the same manner as funds initially deposited with the Paying Agent to make the payments contemplated by this Article IISection 2.02(f). Any interest or income produced by such investments will be payable to Merger Sub or Parent, as Parent directs. Parent shall direct the Paying Agent to hold the Exchange Fund for the benefit of the persons entitled to Merger Consideration in accordance with Section 2.01 and to make payments from the Exchange Fund Pending its disbursement in accordance with this Section 2.02, the Exchange Fund shall be invested by the Paying Agent as directed by Parent in (i) short-term direct obligations of the United States of America, (ii) short-term obligations for which the full faith and credit of the United States of America is pledged to provide for the payment of principal and interest, (iii) short-term commercial paper rated the highest quality by either Xxxxx’x Investors Service, Inc. or Standard and Poor’s Ratings Services or (iv) certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $5 billion. Any and all interest earned on the Exchange Fund shall be paid by the Paying Agent to Parent. Parent shall 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 Paying Agent to make all payments to former holders of Company Shares of the Merger Consideration and any dividends and other distributions payable pursuant to Section 2.02(f). No investment losses resulting from investment of the funds deposited with the Paying Agent shall diminish the rights of any former holder of Company Shares to receive the Merger Consideration or any dividends or other distributions payable pursuant to Section 2.02(f) pertaining thereto as provided herein. The Exchange Fund shall not be used for any purpose other than the payment to fund payments holders of Company Shares of the Merger Consideration and of any dividends and other distributions payable pursuant to this Section 2.02, except as expressly provided for in this Agreement2.02(f).

Paying Agent. At the Effective Time, Parent shall deposit or shall cause to be deposited with the Paying Agent in a separate fund established for the benefit of the holders of shares of WPZ Common Stock, for payment in accordance with this Article IV, through the Paying Agent (the "Payment Fund"), immediately available funds in amounts necessary to make the payments pursuant to Section 4.2(a) and this Section 4.3 to holders of shares of WPZ Common Stock (other than Parent or any wholly-owned Subsidiary of Parent or Merger Subsidiary or holders of Dissenting Shares). The Paying Agent shall, pursuant to irrevocable instructions, pay the Merger Consideration out of the Payment Fund in accordance with Section 4.2(a) and this Section 4.3. From time to time at or after the Effective Time, Parent shall take all lawful action necessary to make or cause to be made the appropriate cash payments, to holders of Dissenting Shares. Prior to the Effective Time, Parent shall designate a U.S.-based nationally recognized financial institution reasonably acceptable to the Company to act as agent (the “Paying Agent”) for the benefit of the holders of Shares to receive the Merger Consideration to which enter into such holders shall become entitled pursuant to this Agreement. At or prior to the Effective Time, Parent shall deposit appropriate commercial arrangements with the Paying Agent, by wire transfer if any, as may be necessary to ensure effectuation of the immediately available funds, an amount in cash equal to the Aggregate Common Stock Consideration (the “Exchange Fund”)preceding sentence. The Exchange Fund shall be held in trust by the Paying Agent for the benefit shall invest portions of the holders Payment Fund as Parent directs in obligations of Shares that are entitled to receive the Merger Consideration. In the event the Exchange Fund is insufficient to make the payments contemplated or guaranteed by this Article II (including if Dissenting Company Shares lose their status as such), Parent shall promptly deposit, or cause to be deposited, with the Paying Agent, by wire transfer of immediately available funds, an amount in cash such that the Exchange Fund becomes sufficient to make such payments. Funds made available to the Paying Agent shall, if Parent so elects, be invested by the Paying Agent, as directed by Xxxxxx, in, and only in, short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the United States of America with maturities of no more than thirty (30) days or America, in commercial paper obligations rated A-1 or P1 or better by Xxxxx’x Investors Servicereceiving the highest investment grade rating from both Moodx'x Xxxestors Services, Inc. or and Standard & Poor’s 's Corporation, pending payment thereof by or in certificates of deposit, bank repurchase agreements or banker's acceptances of commercial banks with capital exceeding $100,000,000 (collectively, "Permitted Investments"); provided, however, that the Paying Agent maturities of Permitted Investments shall be such as to the holders of Shares pursuant to this Article II; provided that no investment of such deposited funds shall relieve Parent, the Surviving Corporation or the Paying Agent from promptly making the payments required by this Article II, and following any losses from any such investment, Parent shall promptly deposit with the Paying Agent by wire transfer of immediately available funds, for the benefit of the holders of Shares, an amount in cash equal to the amount of such losses, which additional funds will be held and disbursed in the same manner as funds initially deposited with permit the Paying Agent to make the payments prompt payment to former holders of WPZ Common Stock entitled thereto as contemplated by this Article IISection. Any interest or income produced by such investments will All earnings on Permitted Investments shall be payable paid to Merger Sub or Parent. If for any reason (including losses) the Payment Fund is inadequate to pay the amounts to which holders of shares of WPZ Common Stock shall be entitled under this Section 4.3, as Parent directs. Parent shall direct the Paying Agent to hold the Exchange Fund for the benefit promptly restore such amount of the persons entitled inadequacy to Merger Consideration the Payment Fund, and in accordance with Section 2.01 and to make payments from the Exchange Fund in accordance with this Section 2.02any event shall be liable for payment thereof. The Exchange Payment Fund shall not be used for any purpose other than to fund payments pursuant to this Section 2.02, except as expressly provided for in this Agreement.

Paying Agent. Prior to At the Effective Time, Parent shall designate a U.S.-based nationally recognized financial institution reasonably acceptable to the Company to act as agent (the “Paying Agent”) for the benefit of the holders of Shares to receive the Merger Consideration to which such holders shall become entitled pursuant to this Agreement. At or prior to the Effective Time, Parent shall deposit with the Paying Agent, by wire transfer of immediately available funds, an amount in cash equal to the Aggregate Common Stock Consideration (the “Exchange Fund”). The Exchange Fund shall be held in trust by the Paying Agent for the benefit of the holders of Shares that are entitled to receive the Merger Consideration. In the event the Exchange Fund is insufficient to make the payments contemplated by this Article II (including if Dissenting Company Shares lose their status as such), Parent shall promptly deposit, or cause to be deposited, with a paying agent selected by Parent with the Company’s prior approval (such approval not to be unreasonably withheld, conditioned or delayed) (the “Paying Agent”), for the benefit of the holders of shares of Common Stock, a cash amount in immediately available funds necessary for the Paying Agent, by wire transfer of immediately available funds, an amount in cash such that the Exchange Fund becomes sufficient Agent to make payments under Section 5.1(a) (such paymentscash amount being hereinafter referred to as the “Exchange Fund”). Funds If a Dissenting Stockholder effectively withdraws its demand for, or loses its rights to, appraisal pursuant to Section 262 of the DGCL with respect to any Dissenting Shares, (i) such shares of Common Stock shall cease to be Excluded Shares and (ii) Parent shall make available or cause to be made available to the Paying Agent shalladditional funds in an amount equal to the product of (x) the number of Dissenting Shares for which such Dissenting Stockholder has withdrawn its demand for, if Parent so electsor lost its rights to, be invested by appraisal pursuant to Section 262 of the DGCL and (y) the Per Share Merger Consideration. The Paying Agent, Agent shall invest the Exchange Fund as directed by Xxxxxx, in, and only in, short-term Parent; provided that such investments shall be in obligations of, of or short-term obligations fully guaranteed as to principal and interest by, by the United States of America with maturities of no more than thirty (30) days or America, in commercial paper obligations rated A-1 or P1 P-1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, pending payment thereof respectively, or in money market funds having a rating in the highest investment category granted by a recognized credit rating agency at the Paying Agent time of investment. Any interest and other income resulting from such investment shall become a part of the Exchange Fund, and any amounts in excess of the aggregate amounts payable under Section 5.1(a) shall be returned to the holders of Shares pursuant to this Article II; provided that no investment of such deposited funds shall relieve Parent, the Surviving Corporation in accordance with Section 5.2(e). To the extent that there are any losses with respect to any such investments, or the Paying Agent from promptly making Exchange Fund diminishes for any reason below the payments level required by this Article II, and following any losses from any such investment, Parent shall promptly deposit with the Paying Agent by wire transfer of immediately available funds, for the benefit of the holders of Shares, an amount in cash equal to the amount of such losses, which additional funds will be held and disbursed in the same manner as funds initially deposited with the Paying Agent to make prompt cash payment under Section 5.1(a), Parent shall, or shall cause the payments contemplated by this Article II. Any interest Surviving Corporation to, promptly replace or income produced by such investments will be payable restore the cash in the Exchange Fund so as to Merger Sub or Parent, as Parent directs. Parent shall direct ensure that the Exchange Fund is at all times maintained at a level sufficient for the Paying Agent to hold the Exchange Fund for the benefit of the persons entitled to Merger Consideration in accordance with make such payments under Section 2.01 and to make payments from the Exchange Fund in accordance with this Section 2.02. The Exchange Fund shall not be used for any purpose other than to fund payments pursuant to this Section 2.02, except as expressly provided for in this Agreement5.1(a).

Paying Agent. Prior At or prior to the Effective TimeClosing Date, Parent shall designate a U.S.-based nationally recognized financial institution bank or trust company reasonably acceptable to the Company Partnership to act as agent (the “Paying Agent”) for the benefit payment and delivery of the holders of Shares Common Unit Consideration in accordance with this Article II and, in connection therewith, shall at or prior to receive the Merger Consideration Closing Date enter into an agreement with the Paying Agent in a form reasonably acceptable to which such holders shall become entitled pursuant to this Agreementthe Partnership. At or prior to the Effective Time, Parent shall deposit or cause to be deposited with the Paying Agent, by wire transfer of immediately available funds, Agent an amount in cash equal sufficient to pay the Aggregate Common Stock Unit Consideration (the “Exchange Fund”). The Exchange Fund shall be held in trust by the Paying Agent for the benefit of the holders of Shares that are entitled From time to receive the Merger Consideration. In the event the Exchange Fund is insufficient to make the payments contemplated by this Article II (including if Dissenting Company Shares lose their status time as such)necessary and determinable, Parent shall promptly deposit, deposit or cause to be deposited, deposited with the Paying AgentAgent additional cash sufficient to pay the Common Unit Consideration and any distributions payable pursuant to Section 2.02(c) or Section 2.02(e). Pending its disbursement in accordance with this Section 2.02, by wire transfer of immediately available funds, an amount in cash such that the Exchange Fund becomes sufficient to make such payments. Funds made available to the Paying Agent shall, if Parent so elects, shall be invested by the Paying Agent, Agent as directed by XxxxxxParent in (i) short-term direct obligations of the United States of America, in, and only in, (ii) short-term obligations of, or short-term obligations fully guaranteed as to principal for which the full faith and interest by, credit of the United States of America with maturities is pledged to provide for the payment of no more than thirty principal and interest, (30iii) days or in short-term commercial paper obligations rated A-1 or P1 or better the highest quality by either Xxxxx’x Investors Service, Inc. or Standard & and Poor’s CorporationRatings Services or (iv) certificates of deposit, pending payment thereof bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $5 billion. Any and all interest earned on the funds in the Exchange Fund shall be paid by the Paying Agent to Parent. Parent shall be treated as the holders owner of Shares pursuant to this Article II; provided that no the Exchange Fund for all Tax reporting purposes, any interest or other income earned from the Exchange Fund shall be treated as the income of Parent and Parent shall be responsible for any Taxes imposed on such interest or other income. The Paying Agent shall report such interest or other income as required by applicable Law. No investment losses resulting from investment of such deposited the funds shall relieve Parent, the Surviving Corporation or the Paying Agent from promptly making the payments required by this Article II, and following any losses from any such investment, Parent shall promptly deposit with the Paying Agent by wire transfer of immediately available funds, for the benefit of the holders of Shares, an amount in cash equal to the amount of such losses, which additional funds will be held and disbursed in the same manner as funds initially deposited with the Paying Agent shall diminish the rights of any former holder of Common Units to make the payments contemplated by this Article II. Any interest or income produced by such investments will be receive cash and any distributions payable to Merger Sub or Parent, as Parent directs. Parent shall direct the Paying Agent to hold the Exchange Fund for the benefit of the persons entitled to Merger Consideration in accordance with Section 2.01 and to make payments from the Exchange Fund in accordance with this Section 2.02. The Exchange Fund shall not be used for any purpose other than to fund payments pursuant to this Section 2.02, except 2.02(c) or Section 2.02(e) pertaining thereto as expressly provided for in this Agreementherein.

Paying Agent. Prior to the Effective Time, Parent shall designate a U.S.-based nationally recognized financial institution reasonably acceptable to the Company to act as agent (the “Paying Agent”) for the benefit of the holders of Shares to receive the Merger Consideration to which such holders shall become entitled pursuant to this Agreement. At or immediately prior to the Effective Time, Parent shall deposit deposit, or shall cause to be deposited, with a paying agent selected by Parent with the Company’s prior approval (such approval not to be unreasonably withheld or delayed) (the “Paying Agent”), by wire transfer for the benefit of the former holders of Shares, a cash amount in immediately available funds, an amount funds necessary for the Paying Agent to make payments under Section 4.1(a) in cash equal to respect of the Aggregate Common Stock Per Share Cash Consideration (such cash amount being hereinafter referred to 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 CVR Agreement. The Exchange Fund Paying Agent agreement pursuant to which Parent shall be held in trust by appoint the Paying Agent for shall be in form and substance reasonably acceptable to the benefit of Company. The Paying Agent shall invest the holders of Shares that are entitled to receive the Merger Consideration. In the event cash in the Exchange Fund is insufficient to make the payments contemplated by this Article II (including if Dissenting Company Shares lose their status as such), Parent shall promptly deposit, or cause to be deposited, with the Paying Agent, by wire transfer of immediately available funds, an amount in cash such that the Exchange Fund becomes sufficient to make such payments. Funds made available to the Paying Agent shall, if Parent so elects, be invested by the Paying Agent, as directed by Xxxxxx, in, and only in, short-term Parent; provided that such investments shall be in obligations of, of or short-term obligations fully guaranteed as to principal and interest by, by the United States of America with maturities of no more than thirty (30) days or America, in commercial paper obligations rated A-1 or P1 P-1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Financial Services LLC, respectively, in certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $1 billion, or in money market funds having a rating in the highest investment 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 Exchange Fund, and any amounts in excess of the amounts payable under Section 4.1(a) shall be promptly returned to the Surviving Corporation. To the extent that there are any losses with respect to any such investments, pending payment thereof by or the Exchange Fund diminishes for any reason below the level required for the Paying Agent to make prompt cash payment under Section 4.1(a), Parent shall, or shall cause the holders Surviving Corporation 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 Paying Agent to make such payments under Section 4.1(a). If any holder of Shares that are Excluded Shares pursuant to this Article II; provided that no investment clause (ii) of the definition thereof shall fail to perfect or otherwise shall waive, validly withdraw or lose the right to appraisal under Section 262 of the DGCL with respect to any of such deposited funds holder’s Excluded Shares, or a court of competent jurisdiction shall relieve Parentdetermine that such holder is not entitled to the relief provided by Section 262 of the DGCL with respect to any of such holder’s Excluded Shares, the Surviving Corporation or the Paying Agent from promptly making the payments required by this Article II, and following any losses from any such investment, then Parent shall promptly deposit with the Paying Agent by wire transfer of immediately available funds, for cash in an amount sufficient to pay the benefit of the holders of aggregate Per Share Cash Consideration as required to be paid pursuant to this Agreement with respect to such Excluded Shares, an amount in cash equal to the amount of such losses, which additional funds will be held and disbursed in the same manner as funds initially deposited with the Paying Agent to make the payments contemplated by this Article II. Any interest or income produced by such investments will be payable to Merger Sub or Parent, as Parent directs. Parent shall direct the Paying Agent to hold the Exchange Fund for shall be deemed to include the benefit of the persons entitled to Merger Consideration in accordance with Section 2.01 and to make payments from the Exchange Fund in accordance with this Section 2.02. The Exchange Fund shall not be used for any purpose other than to fund payments pursuant to this Section 2.02, except as expressly provided for in this Agreementcash so deposited.

Paying Agent. Prior to the Effective Time, the Parent shall designate a U.S.-based nationally recognized financial institution national bank or trust company (which shall be reasonably acceptable to the Company Company) to act as agent for the holders of shares of Common Stock in connection with the Merger (the “Paying Agent”) for the benefit of the holders of Shares and to receive the Merger Consideration funds to which such holders of shares of Common shall become entitled pursuant to this AgreementSection 3.1(c). At or prior to the Effective Time, the Parent or the Purchaser shall deposit or cause to be deposited with the Paying Agent, by wire transfer of immediately available fundsfor exchange, in accordance with this Section 3.6, and payment, in accordance with Section 3.4, an amount in of cash equal sufficient to make payment of the Aggregate Common Stock aggregate Merger Consideration (other than that for Dissenting Common Stock) and payments relating to Options and RSUs pursuant to this Agreement (such deposited Merger Consideration and payments relating to Options and RSUs pursuant to this Agreement referred to herein as the “Exchange Fund”). The Exchange Fund shall be held in trust by the Paying Agent for the benefit of the holders of Shares that are entitled to receive the Merger Consideration. In the event that a holder of Dissenting Common Stock effectively withdraws its dissenters rights under the Exchange Fund is insufficient to make DGCL following the payments contemplated by this Article II Effective Time, such holder of Dissenting Common Stock shall properly surrender its Certificate(s) and following such surrender : (including if i) all of such shares of Dissenting Company Shares lose their status as such), Common Stock shall be cancelled and (ii) such holder of the Dissenting Common Stock surrendered shall receive payment therefor from the Purchaser or the Parent shall promptly deposit, or cause to be deposited, with the Paying Agent, by wire transfer of immediately available funds, in an amount in cash such that the Exchange Fund becomes sufficient to make such payments. Funds made available equal to the Paying Agent shallMerger Consideration per share of Dissenting Common Stock so cancelled. Notwithstanding the foregoing, if Parent so elects, such funds shall be invested by the Paying Agent, Agent as directed by Xxxxxxthe Parent or the Surviving Corporation, in, and only in, short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the United States of America with maturities of no more than thirty (30) days or in commercial paper obligations rated A-1 or P1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporationits sole discretion, pending payment thereof by the Paying Agent to the holders of Shares pursuant to this Article IIthe Common Stock; provided provided, that no investment such investments shall be in obligations of or guaranteed by the United States of America, in commercial paper obligations rated A-1 or P-1 or better by Moody’s Investors Service, Inc. or Standard & Poor’s Corporation, respectively, or in certificatxx xx xeposit, bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $1 billion (based on the most recent financial statements of such deposited funds bank which are then publicly available). Earnings from such investments shall relieve Parent, be the sole and exclusive property of the Parent and the Surviving Corporation or the Paying Agent from promptly making the payments required by this Article IICorporation, and following any losses from any no part of such investment, Parent earnings shall promptly deposit with the Paying Agent by wire transfer of immediately available funds, for accrue to the benefit of the holders of Shares, an amount in cash equal to the amount of such losses, which additional funds will be held and disbursed in the same manner as funds initially deposited with the Paying Agent to make the payments contemplated by this Article II. Any interest or income produced by such investments will be payable to Merger Sub or Parent, as Parent directs. Parent shall direct the Paying Agent to hold the Exchange Fund for the benefit of the persons entitled to Merger Consideration in accordance with Section 2.01 and to make payments from the Exchange Fund in accordance with this Section 2.02. The Exchange Fund shall not be used for any purpose other than to fund payments pursuant to this Section 2.02, except as expressly provided for in this AgreementCommon Stock.

Paying Agent. Prior to At or immediately following the Effective Time, Parent shall designate deposit, or shall cause to be deposited, with a U.S.-based nationally recognized financial institution paying agent selected by Parent and reasonably acceptable to the Company to act as agent (the “Paying Agent”) ), for the benefit of the holders of Shares Shares, (i) a number of Convertible Notes sufficient to receive deliver the Merger aggregate Convertible Notes Consideration, (ii) certificates representing the shares of Parent Common Stock to be issued as Stock Consideration to which such holders (or appropriate alternative arrangements shall become entitled pursuant to this Agreement. At or prior to the Effective Time, be made by Parent shall deposit with the Paying Agent, by wire transfer if uncertificated shares of Parent Common Stock will be issued) and (iii) a cash amount in immediately available funds, an amount in cash funds equal to the Aggregate Common Stock aggregate Cash Consideration and any cash in lieu of fractional shares pursuant to Section 2.02(b)(v) (the “Exchange Fund”). The Exchange Fund Paying Agent agreement pursuant to which Parent shall be held in trust by engage the Paying Agent for shall be in form and substance reasonably acceptable to the benefit Company. The Cash Consideration portion of the holders of Shares that are entitled to receive the such Merger Consideration. In the event the Exchange Fund is insufficient to make the payments contemplated by this Article II (including if Dissenting Company Shares lose their status as such), Parent shall promptly deposit, or cause to be deposited, with the Paying Agent, by wire transfer of immediately available funds, an amount in cash such that the Exchange Fund becomes sufficient to make such payments. Funds Consideration made available to the Paying Agent shall, if Parent so elects, shall be invested by the Paying Agent, as directed by Xxxxxx, in, and only in, short-term Parent; provided that such investments shall be in (i) obligations of, of or short-term obligations fully guaranteed as to principal and interest by, by the United States of America with maturities of no more than thirty America, (30ii) days or in commercial paper obligations rated A-1 or P1 P-1 or better by Xxxxx’x Investors ServiceServices, Inc. or Standard & Poor’s, respectively, (iii) deposit accounts, certificates of deposit or banker’s Corporationacceptances of, repurchase or reverse repurchase agreements with, or Eurodollar time deposits purchased from, commercial banks, each of which has capital, surplus and undivided profits aggregating more than $1.0 billion (based on the most recent financial statements of such bank which are then publicly available at the SEC or otherwise), (iv) money market funds having a rating in the highest investment category granted by a recognized credit rating agency at the time of investment or (v) a combination of the foregoing, in each case, pending payment thereof by the Paying Agent to the holders of Shares pursuant to this Article II; provided that no . Any interest and other income resulting from such investment shall become a part of such deposited funds the Exchange Fund, and any amounts in excess of the level required to make prompt cash payment of the Cash Consideration shall relieve Parent, be promptly returned to the Surviving Corporation Corporation. To the extent that there are losses with respect to such investments, or the Paying Agent from promptly making Exchange Fund diminishes for other reasons below the payments level required by this Article II, and following any losses from any such investmentto make prompt cash payment of the Cash Consideration as contemplated hereby, Parent shall promptly deposit with replace or restore the cash in the Exchange Fund lost through such investments or other events so as to ensure that the Exchange Fund is at all times maintained at a level sufficient for the Paying Agent by wire transfer to promptly make such cash payments. For the avoidance of immediately available fundsdoubt, for the benefit of the holders of Shares, an amount in cash equal to the amount of such losses, which additional funds will be held and disbursed in the same manner as funds initially Exchange Fund deposited with the Paying Agent to make at or immediately following the payments contemplated by this Article II. Any interest Effective Time shall include the portion of the Cash Consideration or income produced by such investments will the shares of Parent Common Stock or Convertible Notes that would otherwise be payable to Merger Sub or Parent, as Parent directs. Parent shall direct the Paying Agent to hold the Exchange Fund for the benefit Dissenting Stockholders in respect of the persons entitled to Merger Consideration in accordance with Section 2.01 and to make payments from the Exchange Fund in accordance with this Section 2.02. The Exchange Fund shall not be used for any purpose other than to fund payments pursuant to this Section 2.02, except as expressly provided for in this Agreementtheir Dissenting Stockholder Shares.

Paying Agent. Prior to the Effective Time, Parent shall designate a U.S.-based nationally recognized financial institution reasonably acceptable to the Company to act as shall appoint a paying agent (the “Paying Agent”) for the benefit purpose of the holders of Shares to receive exchanging Certificates representing Company Stock converted into the Merger Consideration to which such holders shall become entitled pursuant to this AgreementSection 2.02, and non-certificated Company Stock converted into the Merger Consideration pursuant to Section 2.02 and represented by book entries (“Book Entry Shares”), for the Merger Consideration. The Paying Agent shall also be responsible for paying a Company Stock Option as contemplated in Section 2.05. At or prior to the Effective Time, Parent shall, deposit, or shall deposit cause to be deposited, with the Paying Agent, by wire transfer for the benefit of immediately available fundsthe holders of Company Stock, an cash sufficient to pay the aggregate Merger Consideration to be delivered in respect of the Company Stock, plus cash sufficient to pay the amounts set forth in Section 2.05 in respect of the Company Stock Options and the Company Warrants (such aggregate amount in cash equal being hereinafter referred to the Aggregate Common Stock Consideration (as the “Exchange Fund”). The Exchange Fund shall be held in trust by the Paying Agent for the benefit of the holders of Shares that are entitled to receive the Merger Consideration. In the event the Exchange Fund is insufficient to make the payments contemplated by this Article II (including if Dissenting Company Shares lose their status as such), Parent shall promptly deposit, or cause to be deposited, with the Paying Agent, by wire transfer of immediately available funds, an amount in cash such that the Exchange Fund becomes sufficient to make such payments. Funds made available to the Paying Agent shall, if Parent so elects, be invested by the Paying Agent, as directed by Xxxxxx, in, and only in, short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the United States of America with maturities of no more than thirty (30) days or in commercial paper obligations rated A-1 or P1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, pending payment thereof by the Paying Agent to the holders of Shares pursuant to this Article II; provided that no investment of such deposited funds shall relieve Parent, the Surviving Corporation or the Paying Agent from promptly making the payments required by this Article II, and following any losses from any such investment, Parent shall promptly deposit with the Paying Agent by wire transfer of immediately available funds, for the benefit of the holders of Shares, an amount in cash equal to the amount of such losses, which additional funds will be held and disbursed in the same manner as funds initially deposited with the Paying Agent to make the payments contemplated by this Article II. Any interest or income produced by such investments will be payable to Merger Sub or Parent, as Parent directs. Parent shall direct the Paying Agent to hold the Exchange Fund for the benefit of the persons entitled to Merger Consideration in accordance with Section 2.01 and to make payments from the Exchange Fund in accordance with this Section 2.02. The Exchange Fund shall not be used for any purpose other purpose. As soon as reasonably practicable following the date of this Agreement and in any event not less than ten (10) Business Days prior to fund payments pursuant the Closing Date, Parent and the Paying Agent shall agree upon a final form of letter of transmittal (which shall specify that (i) delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of such Certificates to the Paying Agent or by appropriate guarantee of delivery in the form customarily used in transactions of this Section 2.02nature from a member of a national securities exchange, except a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company in the United States, that is a member in good standing of the Securities Transfer Agents’ Medallion Program and (ii) the signature thereof must be guaranteed by such a member or bank or trust company in the form customarily used in transactions of this nature) (the “Letter of Transmittal”), for use in effecting delivery of Company Stock to the Paying Agent and instructions related thereto (the “Instructions”). Promptly after the Letter of Transmittal and Instructions have been finalized, the Paying Agent shall make the Letter of Transmittal and Instructions available, upon request, to holders of Company Stock, and promptly (and in any event within three (3) Business Days) after the Effective Time, Parent will send, or will cause the Paying Agent to send, to each holder of record of Company Stock as expressly provided for of the Effective Time, who has not previously submitted a properly completed and duly executed Letter of Transmittal, the Letter of Transmittal and Instructions. Exchange of any Book-Entry Shares shall be effected in this Agreementaccordance with Paying Agent’s customary procedures with respect to securities represented by book entry.

Paying Agent. Prior to the Effective Time, Parent shall designate a U.S.-based nationally recognized financial institution enter into an agreement (in form and substance reasonably acceptable satisfactory to the Company Company) with the Paying Agent to act as paying agent (the “Paying Agent”) for the benefit payment of the holders of Shares to receive the Merger Consideration to which such holders shall become entitled upon surrender of the Certificates pursuant to this AgreementArticle III, in the case of certificated Shares, and automatically, in the case of Book-Entry Shares. At or Immediately prior to the Effective Time, Parent shall deposit with the Paying Agent, by wire transfer Agent cash in the aggregate amount required to pay the Merger Consideration in respect of immediately available funds, an the Shares (such cash amount in cash equal being referred to the Aggregate Common Stock Consideration (herein as the “Exchange Fund”). The Exchange Fund shall be held used solely for purposes of paying the Merger Consideration in trust by accordance with this Article III and shall not be used to satisfy any other obligation of the Company or any of its Subsidiaries. Pending distribution of the Exchange Fund in accordance with this Article III, Parent may direct the Paying Agent to invest such cash; provided, that (a) no such investment or losses thereon shall affect the Merger Consideration payable to the Company Stockholders and following any losses Parent shall promptly provide additional funds to the Paying Agent for the benefit of the holders Company Stockholders in the amount of Shares that are entitled to receive the Merger Consideration. In the event the Exchange Fund is insufficient to make the payments contemplated any such losses and (b) such investments (i) shall be obligations of or guaranteed by this Article II (including if Dissenting Company Shares lose their status as such), Parent shall promptly deposit, or cause to be deposited, with the Paying Agent, by wire transfer of immediately available funds, an amount in cash such that the Exchange Fund becomes sufficient to make such payments. Funds made available to the Paying Agent shall, if Parent so elects, be invested by the Paying Agent, as directed by Xxxxxx, in, and only in, short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the United States of America with maturities of no more than thirty (30) days or in America, commercial paper obligations rated A-1 or P1 or better by receiving the highest rating from either Xxxxx’x Investors ServiceServices, Inc. or Standard & Poor’s Corporation, pending payment thereof by the Paying Agent or certificates of deposit, bank repurchase agreements or bankers acceptances of domestic commercial banks with capital exceeding $500,000,000 (collectively “Permitted Investments”) or money market funds that are invested solely in Permitted Investments and (ii) shall have maturities that will not prevent or delay payments to the holders of Shares be made pursuant to this Article II; provided that no III. Any income from investment of such deposited funds shall relieve Parent, the Surviving Corporation or the Paying Agent from promptly making the payments required by this Article II, and following any losses from any such investment, Parent shall promptly deposit with the Paying Agent by wire transfer of immediately available funds, for the benefit of the holders of Shares, an amount in cash equal to the amount of such losses, which additional funds will be held and disbursed in the same manner as funds initially deposited with the Paying Agent to make the payments contemplated by this Article II. Any interest or income produced by such investments Exchange Fund will be payable solely to Merger Sub or Parent. The Surviving Corporation shall pay all charges and expenses, as Parent directs. Parent shall direct including those of the Paying Agent to hold Agent, in connection with the Exchange Fund exchange of Shares for the benefit of the persons entitled to Merger Consideration in accordance with Section 2.01 and to make payments from the Exchange Fund in accordance with this Section 2.02. The Exchange Fund shall not be used for any purpose other than to fund payments pursuant to this Section 2.02, except as expressly provided for in this AgreementConsideration.

Paying Agent. Prior At or prior to the Effective TimeClosing Date, Parent shall designate a U.S.-based nationally recognized financial institution bank or trust company reasonably acceptable to the Company to act as agent (the “Paying Agent”) for the benefit payment and delivery of the holders of Shares to receive the aggregate Merger Consideration in accordance with this Article II and, in connection therewith, shall at or prior to which such holders shall become entitled pursuant the Closing Date enter into an agreement with the Paying Agent in a form reasonably acceptable to this Agreementthe Company. At or prior to the Effective Time, Parent shall deposit or cause to be deposited with the Paying Agent, by wire transfer Agent (i) a number of immediately available funds, certificated Parent Shares or Parent Shares in book-entry form sufficient to pay the aggregate Merger Share Consideration and (ii) an amount in cash equal sufficient to pay, to the Aggregate Common Stock Consideration extent then determinable, cash payable in lieu of fractional shares pursuant to Section 2.02(d) (such shares and cash, and cash referred to in the immediately following sentence, being hereinafter referred to as the “Exchange Fund”). The Exchange Fund shall be held in trust by the Paying Agent for the benefit of the holders of Shares that are entitled From time to receive the Merger Consideration. In the event the Exchange Fund is insufficient to make the payments contemplated by this Article II (including if Dissenting Company Shares lose their status time as such)necessary and determinable, Parent shall promptly deposit, deposit or cause to be deposited, deposited with the Paying AgentAgent additional cash sufficient to pay the cash payable in lieu of fractional shares pursuant to Section 2.02(d) and any dividends and other distributions payable pursuant to Section 2.02(c) or 2.02(e). Pending its disbursement in accordance with this Section 2.02, by wire transfer of immediately available funds, an amount in cash such that the Exchange Fund becomes sufficient to make such payments. Funds made available to the Paying Agent shall, if Parent so elects, shall be invested by the Paying Agent, Agent as directed by XxxxxxParent in (i) short-term direct obligations of the United States of America, in, and only in, (ii) short-term obligations of, or short-term obligations fully guaranteed as to principal for which the full faith and interest by, credit of the United States of America with maturities is pledged to provide for the payment of no more than thirty principal and interest, (30iii) days or in short-term commercial paper obligations rated A-1 or P1 or better the highest quality by either Xxxxx’x Investors Service, Inc. or Standard & and Poor’s CorporationRatings Services or (iv) certificates of deposit, pending payment thereof bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $5 billion. Any and all interest earned on the funds in the Exchange Fund shall be paid by the Paying Agent to the holders of Shares pursuant to this Article II; provided that no Parent. No investment losses resulting from investment of such deposited the funds shall relieve Parent, the Surviving Corporation or the Paying Agent from promptly making the payments required by this Article II, and following any losses from any such investment, Parent shall promptly deposit with the Paying Agent by wire transfer of immediately available funds, for the benefit of the holders of Shares, an amount in cash equal to the amount of such losses, which additional funds will be held and disbursed in the same manner as funds initially deposited with the Paying Agent shall diminish the rights of any former holder of Company Shares to make the payments contemplated by this Article II. Any interest or income produced by such investments will be receive cash payable to Merger Sub or Parent, as Parent directs. Parent shall direct the Paying Agent to hold the Exchange Fund for the benefit in lieu of the persons entitled to Merger Consideration in accordance with Section 2.01 and to make payments from the Exchange Fund in accordance with this Section 2.02. The Exchange Fund shall not be used for any purpose other than to fund payments fractional shares pursuant to this Section 2.02, except 2.02(d) and any dividends or other distributions payable pursuant to Section 2.02(c) or 2.02(e) pertaining thereto as expressly provided for in this Agreementherein.

Paying Agent. Prior to the Effective Time, Parent shall designate a U.S.-based nationally recognized financial institution reasonably acceptable to the Company to act as agent (the “Paying Agent”) for the benefit of the holders of Shares to receive the Merger Consideration to which such holders shall become entitled pursuant to this Agreement. At or prior to the Effective Time, Parent shall deposit deposit, or shall cause to be deposited, with a paying agent selected by Parent, which is a U.S.-based nationally recognized bank or trust company reasonably acceptable to the Company (the “Paying Agent”), for the benefit of the Record Holders of Shares, a cash amount in immediately available funds necessary for the Paying Agent, by wire transfer of immediately available funds, an amount in Agent to make the aggregate payments under Section 4.1(a) for the Shares other than the Excluded Shares (such cash equal being hereinafter referred to the Aggregate Common Stock Consideration (as the “Exchange Fund”). The Exchange Fund , and, in connection therewith, shall be held in trust by enter into an agreement with the Paying Agent for in form and substance reasonably acceptable to the benefit Company. If a Dissenting Stockholder effectively withdraws its demand for, or loses its, appraisal rights pursuant to Section 262 of the holders of Shares that are entitled DGCL with respect to receive the Merger Consideration. In the event the Exchange Fund is insufficient to make the payments contemplated by this Article II (including if any Dissenting Company Shares lose their status as such)Shares, Parent shall shall, reasonably promptly depositthereafter, make available or cause to be deposited, with the Paying Agent, by wire transfer of immediately available funds, an amount in cash such that the Exchange Fund becomes sufficient to make such payments. Funds made available to the Paying Agent shalladditional funds in an amount equal to the product of (i) the number of Dissenting Shares for which the Dissenting Stockholder has withdrawn its demand for, if Parent so electsor lost its, be invested by appraisal rights pursuant to Section 262 of the DGCL and (ii) the Per Share Merger Consideration. The Paying Agent, Agent shall invest the Exchange Fund as directed by XxxxxxParent; provided, in, and only in, short-term that such investments shall be in obligations of, of or short-term obligations fully guaranteed as to principal and interest by, by the United States of America with maturities or any agency or instrumentality thereof and backed by the full faith and credit of no more than thirty (30) days or the United States of America, in commercial paper obligations rated A-1 or P1 P-1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, pending payment thereof by respectively, or in certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $1.0 billion (based on the Paying Agent to the holders of Shares pursuant to this Article II; provided that no investment most recent financial statements of such deposited funds bank that are then publicly available). Any interest and other income resulting from such investment shall relieve Parentbecome a part of the Exchange Fund, and any amounts in excess of the aggregate amounts payable under Section 4.1(a) shall be promptly returned to the Surviving Corporation or Parent (at Parent’s election). To the Paying Agent from promptly making the payments required by this Article II, and following extent that there are any losses from with respect to any such investment, Parent shall promptly deposit with investments such that the Paying Agent by wire transfer of immediately available funds, Exchange Fund diminishes below the level required for the benefit of the holders of Shares, an amount in cash equal to the amount of such losses, which additional funds will be held and disbursed in the same manner as funds initially deposited with the Paying Agent to make prompt cash payment under Section 4.1(a) or the Exchange Fund otherwise is insufficient to make the payments contemplated by this Article II. Any interest required under Section 4.1(a), Parent shall, or income produced by such investments will be payable shall cause the Surviving Corporation to, promptly deposit, replace or restore the cash in the Exchange Fund so as to Merger Sub or Parent, as Parent directs. Parent shall direct ensure that the Exchange Fund is maintained at a level sufficient for the Paying Agent to hold the Exchange Fund for the benefit of the persons entitled to Merger Consideration in accordance with make such aggregate payments under Section 2.01 and to make payments from the Exchange Fund in accordance with this Section 2.02. The Exchange Fund shall not be used for any purpose other than to fund payments pursuant to this Section 2.02, except as expressly provided for in this Agreement4.1(a).

Paying Agent. Prior to the Effective Acceptance Time, Parent shall designate (i) appoint a U.S.-based nationally recognized financial institution reasonably acceptable bank or trust company approved (such approval not to be unreasonably withheld, conditioned or delayed) in advance by the Company to act as agent (the “Paying Agent”) for the benefit purpose of effecting payments (A) to the holders of Shares entitled to receive the Offer Price pursuant to Section 2.01(a) and (B) to the holders of Shares entitled to receive the Merger Consideration to which such holders shall become entitled pursuant to Section 3.08(a), and (ii) enter into a paying agent agreement, in form and substance reasonably acceptable to the Company, with such Paying Agent for the payment of the Offer Price and Merger Consideration in accordance with this Agreement. At or prior to Promptly following the Effective Acceptance Time, Parent shall deposit with the Paying Agent, by wire transfer of immediately available funds, an amount in cash equal to the Aggregate Common Stock Consideration (the “Exchange Fund”). The Exchange Fund shall be held in trust by the Paying Agent for the benefit of the holders of Shares that are entitled to receive the Merger Consideration. In the event the Exchange Fund is insufficient to make the payments contemplated by this Article II (including if Dissenting Company Shares lose their status as such), Parent shall promptly deposit, or shall cause to be deposited, with the Paying Agent, by wire transfer for the benefit of immediately available fundsthe holders of Shares validly tendered and not withdrawn pursuant to the Offer, cash in an amount in cash such that the Exchange Fund becomes sufficient to make such paymentspay the aggregate Offer Price required to be paid pursuant to Section 2.01(e). Funds made available On or prior to the Closing Date, Parent shall deposit, or shall cause to be deposited, with the Paying Agent shallAgent, if Parent so electsfor the benefit of the holders of Shares issued and outstanding immediately prior to the Effective Time, cash in an amount sufficient to pay the aggregate Merger Consideration required to be paid pursuant to Section 3.08(a) (such cash, together with the amount deposited pursuant to the immediately preceding sentence, being hereinafter referred to as the “Payment Fund”). The Payment Fund shall not be used for any other purpose. The Payment Fund shall be invested by the Paying Agent, Agent as directed by XxxxxxParent; provided, inhowever, and only in, short-term that such investments shall be in obligations of, of or short-term obligations fully guaranteed as to principal and interest by, by the United States of America with maturities or any agency or instrumentality thereof and backed by the full faith and credit of no more than thirty (30) days or the United States of America, in commercial paper obligations rated A-1 or P1 P-1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, pending payment thereof by respectively, or in certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $10 billion (based on the Paying Agent to the holders of Shares pursuant to this Article II; provided that no investment most recent financial statements of such deposited funds bank which are then publicly available), or a combination of the foregoing. Any net profit resulting from, or interest or income produced by, such investments shall relieve Parent, be payable to or at the direction of the Surviving Corporation Company. To the extent that there are losses with respect to such investments, or the Paying Agent from promptly making Payment Fund diminishes for other reasons below the level required to make prompt payments required by this Article II, and following any losses from any such investmentof the Merger Consideration as contemplated hereby, Parent shall promptly deposit with replace or restore the Paying Agent by wire transfer of immediately available funds, for the benefit portion of the holders of SharesPayment Fund lost through investments or other events so as to ensure that the Payment Fund is, an amount in cash equal to the amount of such lossesat all times, which additional funds will be held and disbursed in the same manner as funds initially deposited with the Paying Agent maintained at a level sufficient to make the payments contemplated by this Article II. Any interest or income produced by such investments will be payable to Merger Sub or Parent, as Parent directs. Parent shall direct the Paying Agent to hold the Exchange Fund for the benefit of the persons entitled to Merger Consideration in accordance with Section 2.01 and to make payments from the Exchange Fund in accordance with this Section 2.02. The Exchange Fund shall not be used for any purpose other than to fund payments pursuant to this Section 2.02, except as expressly provided for in this Agreementpayments.

Paying Agent. Prior to the Partnership Merger Effective Time, Parent shall designate appoint a U.S.-based nationally recognized financial institution bank or trust company reasonably acceptable satisfactory to the Company to act as agent Paying Agent (the “Paying Agent”) for (i) the benefit payment or exchange in accordance with this Article II of the holders of Shares to receive the Merger Consideration (other than any New Partnership Preferred Units to which such holders shall become entitled be issued in accordance with this Article II pursuant to the Unit Election, payments in respect of Earned Units and payments in respect of Company LTIP Units) and (ii) if Parent wishes the Paying Agent to so act (provided, however, that if Parent does not wish for the Paying Agent to so act, Parent shall so act), in Parent’s discretion, the exchange of Partnership Units (other than Company LTIP Units) for New Partnership Preferred Units in accordance with this AgreementArticle II pursuant to the Unit Election. At or prior to the Partnership Merger Effective Time, Parent shall deposit with the Paying AgentAgent the cash portion of the Merger Consideration and, by wire transfer of if applicable, immediately available fundsfollowing the Partnership Merger Effective Time, an amount the New Partnership Preferred Units to be issued in cash equal accordance with this Article II pursuant to the Aggregate Common Stock Unit Election, less (A) the Per Company Share Merger Consideration to be paid in respect of Earned Units and (B) the Per Partnership Unit Merger Consideration to be paid and any New Partnership Preferred Units to be issued in respect of Company LTIP Units, which amounts in respect of Earned Units and Company LTIP Units shall be paid or delivered directly to the Surviving Company (the cash portion of the Merger Consideration and any such New Partnership Preferred Units so deposited being referred to herein as the “Exchange Fund”). The Exchange Fund shall be held in trust by the Paying Agent for the benefit shall make payments of the holders of Shares that are entitled to receive the Merger Consideration. In the event the Exchange Fund is insufficient to make the payments contemplated by this Article II (including if Dissenting Company Shares lose their status as such), Parent shall promptly deposit, or cause to be deposited, with the Paying Agent, by wire transfer of immediately available funds, an amount in cash such that the Exchange Fund becomes sufficient to make such payments. Funds made available to the Paying Agent shall, if Parent so elects, be invested by the Paying Agent, as directed by Xxxxxx, in, and only in, short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the United States of America with maturities of no more than thirty (30) days or in commercial paper obligations rated A-1 or P1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, pending payment thereof by the Paying Agent to the holders of Shares pursuant to this Article II; provided that no investment of such deposited funds shall relieve Parent, the Surviving Corporation or the Paying Agent from promptly making the payments required by this Article II, and following any losses from any such investment, Parent shall promptly deposit with the Paying Agent by wire transfer of immediately available funds, for the benefit of the holders of Shares, an amount in cash equal to the amount of such losses, which additional funds will be held and disbursed in the same manner as funds initially deposited with the Paying Agent to make the payments contemplated by this Article II. Any interest or income produced by such investments will be payable to Merger Sub or Parent, as Parent directs. Parent shall direct the Paying Agent to hold the Exchange Fund for the benefit of the persons entitled to Merger Consideration in accordance with Section 2.01 and to make payments from out of the Exchange Fund in accordance with this Section 2.02Agreement, the Company Merger Certificate, the Company Merger Articles of Merger and the Partnership Merger Articles of Merger. The Company shall cooperate with Parent and the Paying Agent to facilitate an orderly transfer of funds. The Exchange Fund shall not be used for any purpose other than purpose. Any and all interest earned on cash deposited in the Exchange Fund shall be paid to fund payments pursuant to this Section 2.02, except as expressly provided for in this Agreementthe Surviving Company.

Paying Agent. Prior to the Effective Time, Parent Merger Sub shall designate a U.S.-based nationally recognized financial institution enter into an agreement with the Company’s transfer agent (or another entity reasonably acceptable to the Company Company) to act as agent for the stockholders of the Company and holders of the Company Stock Options in connection with the Merger (the “Paying Agent”) for the benefit of the holders of Shares and to receive the Merger Consideration and the Option Consideration to which such the stockholders of the Company and holders of the Company Stock Options shall become entitled pursuant to this AgreementArticle II. At or On the Closing Date and prior to the Effective Timefiling of the Certificate of Merger, Parent shall deposit with the Paying Agent, by wire transfer of immediately available funds, an amount in cash equal to the Aggregate Common Stock Consideration (the “Exchange Fund”). The Exchange Fund shall be held in trust by the Paying Agent for the benefit of the holders of Shares that are entitled to receive the Merger Consideration. In the event the Exchange Fund is insufficient to make the payments contemplated by shares of Company Common Stock and Company Stock Options, for payment in accordance with this Article II (including if Dissenting Company Shares lose their status as such)II, Parent shall promptly deposit, or cause to be deposited, with through the Paying Agent, by wire transfer of immediately available funds, cash in an amount in cash such that the Exchange Fund becomes sufficient to make such paymentspermit payment of the aggregate Merger Consideration payable pursuant to Section 2.1 and the aggregate Option Consideration payable pursuant to Section 2.3 (the “Payment Fund”). Funds made available to the The Paying Agent shall, if Parent so electspursuant to irrevocable instructions, deliver the Merger Consideration payable pursuant to Section 2.1 and the Option Consideration payable pursuant to Section 2.3, in each case, out of the Payment Fund. The Payment Fund shall be invested by the Paying Agent, as directed by Xxxxxx, in, and only in, in short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, of the United States of America with maturities of no more than thirty (30) 30 days or guaranteed by the United States of America and backed by the full faith and credit of the United States of America or in commercial paper obligations rated A-1 or P1 P-1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, pending payment thereof by respectively. If for any reason (including losses) the Paying Agent Payment Fund is inadequate to pay the amounts to which holders of Shares pursuant shares of Company Common Stock and Company Stock Options shall be entitled under Section 2.1 and Section 2.3, Parent shall take all steps necessary to this Article II; provided that no investment of such deposited funds shall relieve Parent, enable or cause the Surviving Corporation or the Paying Agent from promptly making the payments required by this Article II, and following any losses from any such investment, Parent shall promptly to deposit in trust additional cash with the Paying Agent by wire transfer of immediately available funds, for the benefit of the holders of Shares, an amount in cash equal to the amount of such losses, which additional funds will be held and disbursed in the same manner as funds initially deposited with the Paying Agent sufficient to make all payments required under this Agreement, and Parent and the payments contemplated by this Article II. Any interest or income produced by such investments will Surviving Corporation shall in any event be payable to Merger Sub or Parent, as Parent directs. Parent shall direct the Paying Agent to hold the Exchange Fund liable for the benefit of the persons entitled to Merger Consideration in accordance with Section 2.01 and to make payments from the Exchange Fund in accordance with this Section 2.02payment thereof. The Exchange Payment Fund shall not be used for any purpose other than to fund payments pursuant to this Section 2.02purpose. The Surviving Corporation shall pay all charges and expenses, except as expressly provided including those of the Paying Agent, in connection with the exchange of shares for in this Agreementthe Merger Consideration and the surrender of Company Stock Options for the Option Consideration.

Paying Agent. Prior to At or immediately following the Effective Time, Parent shall designate deposit, or shall cause to be deposited, with a U.S.-based nationally recognized financial institution reasonably acceptable to paying agent selected by the Company to act as agent (the “Paying Agent”) ), for the benefit of the holders Record Holders of Shares of Shares entitled to receive the Per Share Merger Consideration to which such holders shall become entitled and pursuant to this Agreement. At or prior to a paying agent agreement in customary form, cash in immediately available funds in the Effective Time, Parent shall deposit with aggregate amount necessary for the Paying Agent, Agent to make the aggregate payments contemplated by wire transfer of immediately available funds, an Section 2.1(a) (such cash amount in cash equal being hereinafter referred to the Aggregate Common Stock Consideration (as the “Exchange Fund”). The Exchange Fund shall be held in trust by If, after the Paying Agent for the benefit Effective Time, a Dissenting Stockholder effectively withdraws its demand for, or loses its rights to, appraisal pursuant to Section 262 of the holders of DGCL with respect to any Dissenting Shares, (i) such Shares that are entitled shall cease to receive be Excluded Shares and (ii) upon written notice from the Merger Consideration. In the event the Exchange Fund is insufficient to make the payments contemplated by this Article II (including if Dissenting Company Shares lose their status as such)Company, Parent shall promptly deposit, make available or cause to be deposited, with the Paying Agent, by wire transfer of immediately available funds, an amount in cash such that the Exchange Fund becomes sufficient to make such payments. Funds made available to the Paying Agent shalladditional funds in an amount equal to the product of (x) the number of Dissenting Shares for which such Dissenting Stockholder has withdrawn its demand for, if Parent so electsor lost its rights to, be invested by appraisal pursuant to Section 262 of the DGCL and (y) the Per Share Merger Consideration. The Paying Agent, Agent shall invest the Exchange Fund as directed by Xxxxxx, in, and only in, short-term Parent; provided that such investments shall be in obligations of, of or short-term obligations fully guaranteed as to principal and interest by, by the United States of America with maturities not exceeding three months. Any interest and other income resulting from such investment shall become a part of no more than thirty (30) days or the Exchange Fund, and any amounts in commercial paper obligations rated A-1 or P1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, pending payment thereof by excess of the Paying Agent to the holders of Shares aggregate amount payable pursuant to this Article II; provided that no investment of such deposited funds Section 2.1(a) shall relieve Parent, be returned to the Surviving Corporation in accordance with Section 2.2(d). To the extent that there are any losses with respect to any such investments, or the Paying Agent from promptly making Exchange Fund diminishes for any reason below the payments level required by this Article II, and following any losses from any such investment, Parent shall promptly deposit with the Paying Agent by wire transfer of immediately available funds, for the benefit of the holders of Shares, an amount in cash equal to the amount of such losses, which additional funds will be held and disbursed in the same manner as funds initially deposited with the Paying Agent to make prompt cash payment pursuant to Section 2.1(a), Parent shall, or shall cause the payments contemplated by this Article II. Any interest Surviving Corporation to, promptly replace or income produced by such investments will be payable restore the cash in the Exchange Fund so as to Merger Sub or Parent, as Parent directs. Parent shall direct ensure that the Exchange Fund is at all times until its termination pursuant to section 2.2(d) maintained at a level sufficient for the Paying Agent to hold the Exchange Fund for the benefit of the persons entitled to Merger Consideration in accordance with make all such cash payments under Section 2.01 and to make payments from the Exchange Fund in accordance with this Section 2.022.1(a). The Exchange Fund shall not be used for any purpose other than to fund payments due pursuant to this Section 2.02, except as expressly provided for in this Agreement2.1(a).

Paying Agent. Prior to the Effective Time, Parent shall designate a U.S.-based nationally recognized financial institution reasonably acceptable to the Company to act as agent (the “Paying Agent”) for the benefit of the holders of Shares to receive the Merger Consideration to which such holders shall become entitled pursuant to this Agreement. At or prior to the Effective Time, Parent shall deposit with a U.S.-based nationally recognized financial institution designated by Parent and reasonably acceptable to the Company (the “Paying Agent”), by wire transfer for the benefit of the holders of Shares, a cash amount in immediately available funds, an amount in cash funds equal to the Aggregate Common Stock Merger Consideration (the “Exchange Fund”). The Exchange Fund For purposes of determining the aggregate amount to be so deposited, Parent shall be held in trust by the Paying Agent for the benefit assume that no shareholder of the holders Company shall perfect any right to appraisal of Shares that are entitled to receive the Merger Considerationhis, her or its Shares. In the event the Exchange Fund is shall be insufficient to make the payments contemplated by this Article II (including if Dissenting Company Shares lose their status as suchSection 2.01(a)(i), Parent shall promptly deposit, or cause to be deposited, additional funds with the Paying Agent, by wire transfer of immediately available funds, Agent in an amount in cash such that the Exchange Fund becomes sufficient to make such payments. Funds made available to the Paying Agent shall, if Parent so elects, shall be invested by the Paying Agent, as directed by XxxxxxParent, in, and only in, in short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the United States of America with maturities of no more than thirty (30) days or in commercial paper obligations rated A-1 or P1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation30 days, pending payment thereof by the Paying Agent to the holders of Shares pursuant to this Article II; provided that no investment of such deposited funds shall relieve Parent, the Surviving Corporation or the Paying Agent from promptly making the payments required by this Article II, and following any losses from any such investment, Parent shall promptly deposit with provide additional funds to the Paying Agent by wire transfer of immediately available fundsAgent, for the benefit of the holders of Shares, an amount in cash equal to the amount of such losses, which additional funds will be held and disbursed in the same manner as funds initially deposited with the Paying Agent to make for payment of the payments contemplated by this Article IIAggregate Merger Consideration. Any interest or income produced by such investments will be payable to Merger Sub or Parent, as Parent directs. Parent shall direct the Paying Agent to hold the Exchange Fund for the benefit of the persons entitled to Merger Consideration in accordance with Section 2.01 former holders of Company Common Stock and to make payments from the Exchange Fund in accordance with this Section 2.022.02(b). The Exchange Fund shall not be used for any purpose other than to fund payments pursuant to this Section 2.022.02(b), except as expressly provided for in this Agreement.

Paying Agent. Prior to the Effective Time, Parent shall designate appoint a U.S.-based nationally recognized financial institution bank or trust company reasonably acceptable to the Company to act as the paying agent for the payment of the Merger Consideration to the holders of shares of Common Stock (the “Paying Agent”) for the benefit of the holders of Shares to receive the Merger Consideration to which such holders shall become entitled pursuant to this Agreement). At or prior to the Effective Time, Parent shall deposit deposit, or cause to be deposited, with the Paying Agent, by wire transfer of immediately available funds, Agent cash in an amount in cash equal to the Aggregate Common Stock Consideration (the “Exchange Fund”). The Exchange Fund shall be held in trust by the Paying Agent for the benefit of the holders of Shares that are entitled to receive the Merger Consideration. In the event the Exchange Fund is insufficient sufficient to make the payments contemplated by this Article II Section 2.6(a) and Section 2.9 in accordance with the procedures set forth in Section 2.7(b) (including if Dissenting Company Shares lose their status as suchsuch funds, the “Payment Fund”). In the event the Payment Fund shall be insufficient to make all such payments, Parent shall promptly deposit, or cause to be deposited, additional funds with the Paying Agent, by wire transfer of immediately available funds, Agent in an amount equal to the deficiency in cash such that the Exchange Fund becomes sufficient amount of funds required to make such payments. Funds made available to the Paying Agent shall, if Parent so elects, The Payment Fund shall be invested by the Paying Agent, Agent as directed by XxxxxxParent or the Surviving Corporation, inin their sole discretion, pending payment thereof by the Paying Agent to the holders of the shares of Common Stock entitled thereto; provided, however, that (i) no such investment or losses thereon shall affect the Merger Consideration payable to the holders of Common Stock and only in, short-term following any losses Parent shall promptly provide additional funds to the Paying Agent for the benefit of the holders of the shares of the Common Stock in the amount of any such losses and (ii) such investments shall be in obligations of, of or short-term obligations fully guaranteed as to principal and interest by, by the United States of America with maturities or any agency or instrumentality thereof and backed by the full faith and credit of no more than thirty (30) days or the United States of America, in commercial paper obligations rated A-1 or P1 P-1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, pending payment thereof by respectively, or in certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $1 billion (based on the Paying Agent to the holders of Shares pursuant to this Article II; provided that no investment most recent financial statements of such deposited funds bank that are then publicly available). Earnings from such investments shall relieve Parent, be the sole and exclusive property of Parent and the Surviving Corporation or the Paying Agent from promptly making the payments required by this Article IICorporation, and following any losses from any no part of such investment, Parent earnings shall promptly deposit with the Paying Agent by wire transfer of immediately available funds, for accrue to the benefit of the holders of Shares, an amount in cash equal to the amount shares of such losses, which additional funds will be held and disbursed in the same manner as funds initially deposited with the Paying Agent to make the payments contemplated by this Article II. Any interest or income produced by such investments will be payable to Merger Sub or Parent, as Parent directs. Parent shall direct the Paying Agent to hold the Exchange Fund for the benefit of the persons entitled to Merger Consideration in accordance with Section 2.01 and to make payments from the Exchange Fund in accordance with this Section 2.02. The Exchange Fund shall not be used for any purpose other than to fund payments pursuant to this Section 2.02, except as expressly provided for in this AgreementCommon Stock.

Paying Agent. Prior to At the Effective TimeClosing, Parent shall designate deposit, or shall cause to be deposited, with a U.S.-based nationally recognized financial institution bank or trust company designated by Parent and reasonably acceptable satisfactory to the Company to act as agent (the “Paying Agent”) ), for the benefit of the holders of Shares to receive the Merger Consideration to which such holders shall become entitled pursuant to shares of Company Common Stock, for exchange in accordance with this Agreement. At or prior to the Effective TimeArticle IV, Parent shall deposit with through the Paying Agent, by wire transfer of immediately available funds, cash in U.S. dollars in an amount sufficient to pay the aggregate amount of the Merger Consideration payable in connection with the Merger (such cash equal being hereinafter referred to the Aggregate Common Stock Consideration (as the “Exchange Fund”)) payable pursuant to Section 4.1 in exchange for outstanding shares of Company Common Stock. The Paying Agent shall, and Parent shall cause the Paying Agent to, deliver the Merger Consideration contemplated to be paid pursuant to Section 4.1 out of the Exchange Fund. The Exchange Fund shall be held in trust invested by the Paying Agent for as directed by Parent; provided, however, that: (i) no such investment or losses thereon shall affect the benefit of Merger Consideration payable to the holders of Shares that are entitled to receive the Merger Consideration. In the event the Exchange Fund is insufficient to make the payments contemplated Company Common Stock; and (ii) such investments shall be in obligations of or guaranteed by this Article II (including if Dissenting Company Shares lose their status as such), Parent shall promptly deposit, or cause to be deposited, with the Paying Agent, by wire transfer of immediately available funds, an amount in cash such that the Exchange Fund becomes sufficient to make such payments. Funds made available to the Paying Agent shall, if Parent so elects, be invested by the Paying Agent, as directed by Xxxxxx, in, and only in, short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the United States of America with maturities or any agency or instrumentality thereof and backed by the full faith and credit of no more than thirty (30) days or the United States of America, in commercial paper obligations rated A-1 or P1 P-1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, pending payment thereof by respectively, or in certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $1 billion (based on the Paying Agent to the holders of Shares pursuant to this Article II; provided that no investment most recent financial statements of such deposited funds bank that are then publicly available). Any net profit resulting from, or interest or income produced by, such investments shall relieve Parent, be payable to the Surviving Corporation or the Paying Agent from promptly making the payments required by this Article IIParent, and following any losses from amounts in excess of the amounts payable pursuant to Section 4.1 shall be promptly returned to the Surviving Corporation or Parent, in each case as directed by Parent. In the event that the Exchange Fund shall be insufficient to pay the aggregate Merger Consideration payable in connection with the Merger when any such investmentpayment thereof is required, Parent shall promptly deposit with the Paying Agent by wire transfer of immediately available funds, for the benefit of the holders of Shares, an amount or cause to be deposited additional funds in cash equal to the amount of such losses, which additional funds will be held and disbursed in the same manner as funds initially deposited with the Paying Agent to make the payments contemplated by this Article II. Any interest or income produced by such investments will be payable to Merger Sub or Parent, as Parent directs. Parent shall direct the Paying Agent to hold the Exchange Fund for the benefit of the persons entitled to Merger Consideration in accordance with Section 2.01 and to make payments from the Exchange Fund in accordance with this Section 2.02insufficiency. The Exchange Fund shall not be used for any purpose other than to fund payments pursuant to this Section 2.02, except as expressly provided for in this Agreementpurpose.

Paying Agent. Prior to the Effective Time, Parent shall designate a U.S.-based nationally recognized financial institution bank or trust company (the "Paying Agent") reasonably acceptable to the Company to act as paying agent (the “Paying Agent”) for the benefit of the holders of Shares in connection with the Merger, pursuant to receive an agreement providing for the matters set forth in this Section 3.2 and such other matters as may be appropriate and the terms of which shall be reasonably satisfactory to the Company and Parent. Prior to the Effective Time, the Company shall deposit with the Paying Agent the amount of its Freely Available Cash less the aggregate amount payable pursuant to Section 3.4 (such net amount, the "Company Cash Deposit"), which amount shall be used to pay the aggregate Merger Consideration to which such holders shall become entitled payable upon conversion of Shares pursuant to this AgreementSection 3.1(c) and shall not be used to satisfy any other obligations of the Company or any of the Company Subsidiaries. At or prior to the Effective Time, Parent shall deposit or cause to be deposited with the Paying Agent, by wire transfer of immediately available funds, Agent an amount in of cash equal to (i) the Aggregate Common Stock amount necessary to pay the aggregate Merger Consideration payable upon conversion of Shares pursuant to Section 3.1(c) less (ii) the “Exchange Fund”)Company Cash Deposit. The Exchange Fund Such funds shall not be used for any purpose other than as set forth in this Article III, and shall be held invested by the Paying Agent as directed by Parent or the Surviving Corporation in trust (A) direct obligations of the United States of America, (B) obligations for which the full faith and credit of the United States of America is pledged to provide for the payment of principal and interest, (C) commercial paper rated the highest quality by either Xxxxx'x Investors Service, Inc. or Standard and Poor's Ratings Services or (D) investments in any money market funds investing solely in any of the foregoing; provided, however, that no such investment or losses therefrom shall affect the Merger Consideration, and Parent shall promptly deposit or cause the Surviving Corporation promptly to deposit additional cash with the Paying Agent for the benefit of the holders of Shares that are entitled to receive the Merger Consideration. In the event the Exchange Fund is insufficient to make the payments contemplated by this Article II (including if Dissenting Company Shares lose their status as such), Parent shall promptly deposit, or cause to be deposited, with the Paying Agent, by wire transfer of immediately available funds, an amount in cash such that the Exchange Fund becomes sufficient to make such payments. Funds made available to the Paying Agent shall, if Parent so elects, be invested by the Paying Agent, as directed by Xxxxxx, in, and only in, short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the United States of America with maturities of no more than thirty (30) days or in commercial paper obligations rated A-1 or P1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, pending payment thereof by the Paying Agent to the holders of Shares pursuant to this Article II; provided that no investment of such deposited funds shall relieve Parent, the Surviving Corporation or the Paying Agent from promptly making the payments required by this Article II, and following any losses from any such investment, Parent shall promptly deposit with the Paying Agent by wire transfer of immediately available funds, for the benefit former stockholders of the holders of Shares, an amount Company in cash equal to the amount of any such losses, which additional funds will be held and disbursed in the same manner as funds initially deposited with the Paying Agent to make the payments contemplated by this Article II. Any net profit resulting from, or interest or income produced by by, such investments will be payable to Merger Sub or Parent, as Parent directs. Parent shall direct "Freely Available Cash" means, as determined by the Paying Agent to hold the Exchange Fund for the benefit Company, unrestricted cash on hand of the persons entitled Company and the Company Subsidiaries less (1) any unpaid fees and expenses incurred or expected to Merger Consideration be incurred by the Company in connection with this Agreement and the Transactions, (2) the amount of any payments to employees and former employees required by any of the Benefit Plans as a result of the Transactions, (3) the cost of the "tail" policy contemplated by Section 6.8 and (4) an amount required to satisfy the reasonable short-term working capital needs of the Company and the Company Subsidiaries. With respect to the cash of any Company Subsidiaries, "Freely Available Cash" shall exclude any cash which, as determined by the Company, cannot be distributed, contributed or otherwise delivered to the Company (i) in accordance with Section 2.01 applicable Laws, including those relating to solvency, adequate surplus and similar capital adequacy tests, (ii) without the incurrence of any Tax obligation by the Company or any of the Company Subsidiaries attributable to make payments from such distribution, contribution or other delivery, or (iii) without breaching any obligation in any Contract to which the Exchange Fund in accordance with this Section 2.02. The Exchange Fund shall not be used for Company or any purpose other than to fund payments pursuant to this Section 2.02, except as expressly provided for in this AgreementCompany Subsidiary is a party.

Paying Agent. Prior to At the Effective Time, Parent Diodes shall designate deposit, or shall cause to be deposited, with a U.S.-based nationally recognized financial institution reasonably acceptable bank or trust company selected by it with the Company’s prior written approval (such approval not to the Company to act as agent be unreasonably withheld, conditioned or delayed) (the “Paying Agent”) ), for the benefit of the holders of Shares to receive the Merger Consideration to which such holders shall become entitled pursuant to this Agreement. At or prior to the Effective Timeand ADSs, Parent shall deposit with a cash amount in immediately available funds sufficient for the Paying Agent, by wire transfer of immediately available funds, an Agent to make full and timely payments under Section 2.1(a) and Section 2.1(j) (such aggregate cash amount in cash equal being hereinafter referred to the Aggregate Common Stock Consideration (as the “Exchange Fund”). The Exchange Fund shall be held in trust by If a Dissenting Shareholder effectively withdraws or loses its rights to dissent from the Paying Agent for the benefit Merger pursuant to Section 238 of the holders of Cayman Companies Law with respect to any Dissenting Shares, (i) such Dissenting Shares that are entitled shall cease to receive the Merger Consideration. In the event the Exchange Fund is insufficient to be Excluded Shares and (ii) Diodes shall make the payments contemplated by this Article II (including if Dissenting Company Shares lose their status as such), Parent shall promptly deposit, available or cause to be deposited, with the Paying Agent, by wire transfer of immediately available funds, an amount in cash such that the Exchange Fund becomes sufficient to make such payments. Funds made available to the Paying Agent shall, if Parent so elects, be invested by additional funds in an amount equal to the product of (x) the number of Dissenting Shares for which such Dissenting Shareholder has withdrawn or lost its rights to dissent from the Merger pursuant to Section 238 of the Cayman Companies Law and (y) the Per Share Merger Consideration. The Paying Agent, Agent shall invest the Exchange Fund as directed by Xxxxxx, in, Diodes prior to the Effective Time and only in, short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the United States of America with maturities of no more than thirty (30) days or in commercial paper obligations rated A-1 or P1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, pending payment thereof by the Paying Agent to Surviving Corporation after the holders of Shares pursuant to this Article IIEffective Time; provided that no investment of such deposited funds shall relieve Parent, Diodes or the Surviving Corporation or the Paying Agent from promptly making the payments required by this Article IICorporation, and following any losses from any such investmentas applicable, Parent shall promptly deposit with the Paying Agent by wire transfer of immediately available funds, for the benefit of the holders of Shares, an amount in cash equal to the amount of such losses, which additional funds will be held and disbursed in the same manner as funds initially deposited with not direct the Paying Agent to make the payments contemplated by this Article IIany such investments that are speculative in nature. Any interest or and other income produced by resulting from such investments will shall become a part of the Exchange Fund, and any amounts in excess of the aggregate amounts payable under Section 2.1(a) and Section 2.1(j) shall be payable returned to Merger Sub the Surviving Corporation in accordance with Section 2.1(h), and the Surviving Corporation or ParentDiodes shall pay all charges and expenses of the Paying Agent. To the extent that there are any losses with respect to any such investments, as Parent directs. Parent shall direct or the Exchange Fund diminishes for any reason below the level required for the Paying Agent to hold make full and timely cash payments under Section 2.1(a) and Section 2.1(j), Diodes shall, or shall cause the Surviving Corporation to, promptly replace or restore the cash in the Exchange Fund for the benefit of the persons entitled so as to Merger Consideration in accordance with Section 2.01 and to make payments from ensure that the Exchange Fund is at all times maintained at a level sufficient for the Paying Agent to make such payments under Section 2.1(a) and Section 2.1(j), and the Surviving Corporation and Diodes shall in accordance with this any event remain liable for the full and timely payments under Section 2.02. The Exchange Fund shall not be used for any purpose other than to fund payments pursuant to this Section 2.02, except as expressly provided for in this Agreement2.1(a) and 2.1(j).

Paying Agent. Prior to the Effective Time, Parent or Merger Sub shall designate a U.S.-based nationally recognized financial institution enter into an agreement in form and substance reasonably acceptable to the Company with a paying agent selected by Parent with the Company’s prior written approval, which approval shall not be unreasonably conditioned, withheld or delayed, to act as agent for the stockholders of the Company in connection with the Merger (the “Paying Agent”) for the benefit to receive payment of the holders of Shares to receive the aggregate Per Share Merger Consideration to which such holders the stockholders of the Company shall become entitled pursuant to this AgreementSection 2.1(a). At or prior to the Effective Time, Parent shall deposit with the Paying Agent, by wire transfer of immediately available funds, an amount in cash equal to the Aggregate Common Stock Consideration (the “Exchange Fund”). The Exchange Fund shall be held in trust by the Paying Agent for the benefit of the holders of Shares that are entitled to receive the Merger Consideration. In the event the Exchange Fund is insufficient to make the payments contemplated by this Article II (including if Dissenting Company Shares lose their status as such), Parent shall promptly deposit, or cause to be deposited, with the Paying Agent, by wire transfer of a cash amount in immediately available fundsfunds that, an amount when taken together with cash available on the Company’s balance sheet that is deposited with the Paying Agent at the Effective Time, are sufficient in the aggregate to provide all funds necessary for the Paying Agent to pay the aggregate Per Share Merger Consideration in exchange for all of the Shares outstanding immediately prior to the Effective Time (other than the Cancelled Shares and Dissenting Shares) (such cash being hereinafter referred to as the “Exchange Fund”) in trust for the benefit of the holders of the Shares that will be converted into the right to receive the Per Share Merger Consideration pursuant to Section 2.1(a). With respect to any Dissenting Shares, Parent shall not be required to deposit or cause to be deposited with the Paying Agent funds sufficient to pay the Per Share Merger Consideration that would be payable in respect of such that Dissenting Shares if such Dissenting Shares were not Dissenting Shares. The Paying Agent shall invest the Exchange Fund becomes sufficient to make such payments. Funds made available to the Paying Agent shall, if Parent so elects, be invested by the Paying Agent, as reasonably directed by Xxxxxx, in, and only in, short-term Parent; provided that such investments shall be in obligations of, of or short-term obligations fully guaranteed as to principal and interest by, by the United States of America with maturities of no more than thirty (30) days or America, in commercial paper obligations rated A-1 or P1 P-1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, pending payment thereof respectively, in certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $1 billion, or in money market funds having a rating in the highest investment category granted by a recognized credit rating agency at the Paying Agent time of acquisition or a combination of the foregoing and, in any such case, no such instrument shall have a maturity exceeding three months. To the extent that there are losses with respect to the holders of Shares pursuant to this Article II; provided that no investment of such deposited funds shall relieve Parentinvestments, the Surviving Corporation or the Paying Agent from promptly making Exchange Fund diminishes for other reasons below the payments level required by this Article II, and following any losses from any such investmentto make prompt cash payment of the aggregate Per Share Merger Consideration as contemplated hereby, Parent shall promptly deposit with replace or restore, or cause to be replaced or restored, the Paying Agent by wire transfer of immediately available funds, for cash in the benefit Exchange Fund lost through such investments or other events so as to ensure that the Exchange Fund is at all times maintained at a level sufficient to make such cash payments. Any interest and other income resulting from such investment shall become a part of the holders Exchange Fund, and any amounts in excess of Sharesthe amounts payable under Section 2.1(a) shall be promptly returned to Parent or the Surviving Corporation, an amount in cash equal to the amount of such losses, which additional as requested by Parent. The funds will be held and disbursed in the same manner as funds initially deposited with the Paying Agent pursuant to make the payments contemplated by this Article II. Any interest or income produced by such investments will be payable to Merger Sub or Parent, as Parent directs. Parent shall direct the Paying Agent to hold the Exchange Fund for the benefit of the persons entitled to Merger Consideration in accordance with Section 2.01 and to make payments from the Exchange Fund in accordance with this Section 2.02. The Exchange Fund 2.3(a) shall not be used for any purpose other than to fund payments pursuant to as contemplated by this Section 2.02, except as expressly provided for in this Agreement.2.3(a). Table of Contents

Paying Agent. Prior to the Effective Time, Parent shall designate a U.S.-based nationally recognized financial institution reasonably acceptable to the Company to act as agent (the “Paying Agent”) for the benefit of the holders of Shares to receive the Merger Consideration funds to which such holders shall become entitled pursuant to this Agreement. At or prior Prior to the Effective Time, Parent shall deposit with the Paying Agent, by wire transfer of in immediately available funds, an a cash amount in cash equal to the sum of the Aggregate Common Stock Consideration (the “Exchange Fund”). The Exchange Fund shall be held in trust by the Paying Agent for the benefit of the holders of Shares that are entitled to receive the Merger Consideration. For purposes of determining the aggregate amount to be so deposited, Parent shall assume that no stockholder of the Company shall perfect any right to appraisal of such stockholder or its Shares. In the event the Exchange Fund is shall be insufficient to make the payments contemplated by Section 2.01(a)(i) and this Article II (including if Dissenting Company Shares lose their status as such)Section 2.02, Parent shall promptly deposit, or cause to be deposited, additional funds with the Paying Agent, by wire transfer of immediately available funds, Agent in an amount in cash such that the Exchange Fund becomes sufficient to make such payments. Funds made available to the Paying Agent shall, if Parent so elects, may be invested by the Paying Agent, as directed by XxxxxxParent, in, and but only in, in short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the United States of America with maturities of no more than thirty (30) 30 days or in commercial paper obligations rated A-1 or P1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, pending payment thereof by the Paying Agent to the holders of Shares pursuant to this Article IISection 2.01(a)(i) and Section 2.02; provided provided, that no investment of such deposited funds shall relieve Parent, the Surviving Corporation or the Paying Agent from promptly making the payments required by Section 2.01(a)(i) and this Article IISection 2.02, and following any losses from any such investment, Parent shall promptly deposit with provide additional funds to the Paying Agent by wire transfer of immediately available fundsAgent, for the benefit of the holders of Shares, an amount in cash equal to the amount of such losses, which additional funds will be held and disbursed in the same manner as funds initially deposited with the Paying Agent to make the payments contemplated by this Article IISection 2.01(a)(i) and Section 2.02. Any interest or income produced by such investments will be payable to Merger Sub or Parent, as Parent directs. Parent shall direct the Paying Agent to hold the Exchange Fund for the benefit of the persons entitled to Merger Consideration in accordance with Section 2.01 former holders of Shares and to make payments from the Exchange Fund in accordance with this Section 2.01(a)(i) and Section 2.02. The Exchange Fund shall not be used for any purpose other than to fund payments pursuant to this Section 2.01(a)(i) or Section 2.02, except as expressly provided for in this Agreement.

Paying Agent. Prior to the Effective Time, Parent shall designate a U.S.-based nationally recognized financial institution reasonably acceptable to the Company to act as agent (the “Paying Agent”) for the benefit of the holders of Shares to receive the Merger Consideration to which such holders shall become entitled pursuant to this AgreementAgreement (if any). At or prior to the Effective Time, Parent shall deposit deposit, or cause to be deposited, with the Paying Agent, by wire transfer of immediately available funds, an amount in cash equal to the Aggregate Common Stock Consideration (the “Exchange Fund”). The Exchange Fund shall be held in trust by the Paying Agent for the benefit of the holders of Shares that are entitled to receive the Merger Consideration. In the event the Exchange Fund is insufficient to make the payments contemplated by this Article II (including if Dissenting Company Shares lose their status as such)ARTICLE II, Parent shall promptly deposit, or cause to be deposited, with the Paying Agent, by wire transfer of immediately available funds, an amount in cash such that the Exchange Fund becomes sufficient to make such payments. Funds made available to the Paying Agent shall, if Parent so elects, shall be invested by the Paying Agent, as directed by XxxxxxParent, in, and only in, in short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the United States of America with maturities of no more than thirty (30) days or in commercial paper obligations rated A-1 or P1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporationdays, pending payment thereof by the Paying Agent to the holders of Shares pursuant to this Article ARTICLE II; provided that no investment of such deposited funds shall relieve Parent, the Surviving Corporation or the Paying Agent from promptly making the payments required by this Article ARTICLE II, and following any losses from any such investment, Parent shall promptly deposit with the Paying Agent by wire transfer of immediately available funds, for the benefit of the holders of Shares (other than Excluded Shares), an amount in cash equal to the amount of such losses, which additional funds will be held and disbursed in the same manner as funds initially deposited with the Paying Agent to make the payments contemplated by this Article ARTICLE II. Any interest or income produced by such investments will be payable to Merger Sub Sub, Parent or Parentotherwise, as Parent directs. Parent shall direct the Paying Agent to hold the Exchange Fund for the benefit of the persons entitled to Merger Consideration in accordance with Section 2.01 and to make payments from the Exchange Fund in accordance with this Section 2.02. The Exchange Fund shall not be used for any purpose other than to fund payments pursuant to this Section 2.02, except as expressly provided for in this Agreement.

Paying Agent. Prior to the Effective Acceptance Time, Parent shall designate a Computershare Trust Company, N.A. or another U.S.-based nationally recognized financial institution reasonably acceptable to the Company to act as agent (such paying agent, which, if practicable, shall also be the depository pursuant to the Offer, the “Paying Agent”) for the benefit of the holders of Shares to receive the Merger Consideration funds to which such holders shall become entitled pursuant to this Agreement. At Agreement and, without limiting the generality of Section 1.01(c) or Section 5.02(b), deposit, or cause to be deposited, prior to or concurrently with the Effective Acceptance Time, Parent shall deposit with the Paying Agent, by wire transfer of in immediately available funds, an a cash amount in cash equal to the sum of the Aggregate Offer Consideration plus the Aggregate Common Stock Consideration (the “Exchange Fund”). The Exchange Fund shall be held in trust by the Paying Agent for the benefit of the holders of Shares that Sub becomes obligated to purchase, in accordance with the terms of this Agreement, pursuant to the Offer and for the benefit of the holders of Shares that are entitled to receive the Merger Consideration. In the event the Exchange Fund is shall be insufficient to make the payments contemplated by Section 1.01(a)(iii) and this Article II (including if Dissenting Company Shares lose their status as such)Section 2.02, Parent shall promptly deposit, or cause to be deposited, additional funds with the Paying Agent, by wire transfer of immediately available funds, Agent in an amount in cash such that the Exchange Fund becomes sufficient to make such payments, which additional funds will be deemed to be part of the Exchange Fund and will be held and disbursed in the same manner as funds initially deposited with the Paying Agent to make the payments contemplated by Section 1.01(a)(iii) and this Section 2.02. Funds made available to the Paying Agent shall, if Parent so electschooses, be invested by the Paying Agent, as directed by XxxxxxParent, in, and only in, in short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the United States of America with maturities of no more than thirty (30) days or in commercial paper obligations rated A-1 or P1 P-1 or better by Xxxxx’x Mxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, pending payment thereof by the Paying Agent to the holders of Shares pursuant to Section 1.01(a)(iii) and this Article IISection 2.02; provided provided, that no such investment of such deposited funds shall relieve Parent, the Surviving Corporation or the Paying Agent from promptly making the obligation to make the payments required by Section 1.01(a)(iii) and this Article IISection 2.02, and following any losses from any such investment, Parent shall promptly deposit with provide, or cause to be provided, additional funds to the Paying Agent, to be held in trust by the Paying Agent by wire transfer of immediately available funds, for the benefit of the holders of Shares, an amount in cash equal to the amount of such losses, which additional funds will be deemed to be part of the Exchange Fund and will be held and disbursed in the same manner as funds initially deposited with the Paying Agent to make the payments contemplated by Section 1.01(a)(iii) and this Article IISection 2.02. Any interest or income produced by such investments will shall become a part of the Exchange Fund, and any cash amounts in excess of the amounts payable in accordance with Section 1.01(a)(iii) and this Section 2.02 shall be payable promptly returned to Merger Sub or Parent, as Parent directs. Parent shall direct the Paying Agent to hold the Exchange Fund for the benefit of the persons entitled to Merger Consideration in accordance with Section 2.01 former holders of Shares and to make payments from the Exchange Fund in accordance with Section 1.01(a)(iii) and this Section 2.02. The Exchange Fund shall not be used for any purpose other than to fund payments pursuant to Section 1.01(a)(iii) and this Section 2.02, except as expressly provided for in this Agreement.

Paying Agent. Prior to the Effective Time, Parent or Merger Sub shall designate a U.S.-based nationally recognized financial institution enter into an agreement in form and substance reasonably acceptable to the Company with a paying agent selected by Parent with the Company’s prior written approval, which approval shall not be unreasonably conditioned, withheld or delayed, to act as agent for the shareholders of the Company in connection with the Merger (the “Paying Agent”) for the benefit to receive payment of the holders of Shares to receive the aggregate Per Share Merger Consideration to which such holders the shareholders of the Company shall become entitled pursuant to this AgreementSection 2.1(a). At or Immediately prior to the Effective Time, Parent shall deposit with the Paying Agent, by wire transfer of immediately available funds, an amount in cash equal to the Aggregate Common Stock Consideration (the “Exchange Fund”). The Exchange Fund shall be held in trust by the Paying Agent for the benefit of the holders of Shares that are entitled to receive the Merger Consideration. In the event the Exchange Fund is insufficient to make the payments contemplated by this Article II (including if Dissenting Company Shares lose their status as such), Parent shall promptly deposit, or cause to be deposited, with the Paying Agent, by wire transfer of a cash amount in immediately available fundsfunds sufficient in the aggregate to provide all funds necessary for the Paying Agent to pay the aggregate Per Share Merger Consideration pursuant to Section 2.1(a) (such cash being hereinafter referred to as the “Exchange Fund”) in trust for the benefit of the holders of the Shares that will be converted into the right to receive the Per Share Merger Consideration pursuant to Section 2.1(a). With respect to any Dissenting Shares, an amount Parent shall not be required to deposit or cause to be deposited with the Paying Agent funds sufficient to pay the Per Share Merger Consideration that would be payable in respect of such Dissenting Shares if such Dissenting Shares were not Dissenting Shares. The Paying Agent shall not invest any cash such that included in the Exchange Fund becomes sufficient to make such payments. Funds made available to the Paying Agent shall, if Parent so elects, be invested by the Paying Agent, as unless otherwise directed by Xxxxxx, in, and only in, short-term Parent; provided that any such investments shall be in obligations of, of or short-term obligations fully guaranteed as to principal and interest by, by the United States of America with maturities of no more than thirty (30) days or America, in commercial paper obligations rated A-1 or P1 P-1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, pending payment thereof respectively, in certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $1 billion, or in money market funds having a rating in the highest investment category granted by a recognized credit rating agency at the Paying Agent time of acquisition or a combination of the foregoing and, in any such case, no such instrument shall have a maturity exceeding three (3) months. To the extent that there are losses with respect to the holders of Shares pursuant to this Article II; provided that no investment of such deposited funds shall relieve Parentinvestments, the Surviving Corporation or the Paying Agent from promptly making Exchange Fund diminishes for other reasons below the payments level required by this Article II, and following any losses from any such investmentto make prompt cash payment of the aggregate Per Share Merger Consideration as contemplated hereby, Parent shall promptly deposit with replace or restore, or cause to be replaced or restored, the Paying Agent by wire transfer of immediately available funds, for cash in the benefit Exchange Fund lost through such investments or other events so as to ensure that the Exchange Fund is at all times maintained at a level sufficient to make such cash payments. Any interest and other income resulting from such investment shall become a part of the holders Exchange Fund, and any amounts in excess of Sharesthe amounts payable under Section 2.1(a) shall be promptly returned to Parent or the Surviving Corporation, an amount in cash equal to the amount of such losses, which additional as requested by Parent. The funds will be held and disbursed in the same manner as funds initially deposited with the Paying Agent pursuant to make the payments contemplated by this Article II. Any interest or income produced by such investments will be payable to Merger Sub or Parent, as Parent directs. Parent shall direct the Paying Agent to hold the Exchange Fund for the benefit of the persons entitled to Merger Consideration in accordance with Section 2.01 and to make payments from the Exchange Fund in accordance with this Section 2.02. The Exchange Fund 2.3(a) shall not be used for any purpose other than to fund payments pursuant to as contemplated by this Section 2.02, except as expressly provided for in this Agreement2.3(a).

Paying Agent. Prior to the Effective Time, the Parent shall designate a U.S.-based nationally recognized financial institution engage the Paying Agent, pursuant to an agreement reasonably acceptable to the Company to act as agent (the “Paying Agent”) for the benefit of the holders of Shares to receive the Merger Consideration to which such holders shall become entitled pursuant to this Agreement. At or Company, and immediately prior to the Effective Time, the Parent shall deposit with the Paying Agent, by wire transfer of immediately available funds, an amount in cash equal to the Aggregate Common Stock Consideration (the “Exchange Fund”). The Exchange Fund shall be held in trust by the Paying Agent for the benefit of the holders of Shares that are entitled shares of Company Common Stock (other than any Rollover Shares) outstanding immediately prior to receive the Merger Consideration. In the event the Exchange Fund is insufficient to make the payments contemplated by this Article II (including if Dissenting Company Shares lose their status as such)Effective Time, Parent shall promptly deposit, or cause to be deposited, with the Paying Agent, by wire transfer of immediately available funds, an amount in cash such that the Exchange Fund becomes sufficient to make such payments. Funds made available to for payment through the Paying Agent shallin accordance with this Section 1.7, if the Payment Fund (it being understood and agreed that the Parent so elects, may elect to use the available unrestricted cash of the Company and its Subsidiaries to fund a portion of the Payment Fund at Closing). The Payment Fund shall not be used for any other purpose. The Payment Fund shall be invested by the Paying Agent, Agent as directed by Xxxxxxthe Parent; provided, inhowever, and only in, short-term that such investments shall be in obligations of, of or short-term obligations fully guaranteed as to principal and interest by, by the United States of America with maturities of no more than thirty (30) days or America, in commercial paper obligations rated A-1 or P1 P-1 or better by Xxxxx’x Mxxxx’x Investors Service, Inc. Inc., or Standard & Poor’s Corporation, pending payment thereof by respectively, or in certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $10 billion (based on the Paying Agent most recent financial statements of such bank which are then publicly available); provided, however, that no gain or loss thereon shall affect the amounts payable hereunder and the Parent shall take all actions necessary to ensure that, from and after the effective time, the Payment Fund includes at all times cash sufficient to satisfy the Parent’s obligation to pay the Merger Consideration under this Agreement. Any interest and other income resulting from such investments (net of any losses) shall be paid to the holders of Shares Parent pursuant to this Article II; provided that no investment of such deposited funds shall relieve Parent, Section 1.7(e). In the Surviving Corporation or event the Paying Agent from promptly making Payment Fund is diminished below the payments level required by this Article II, and following any losses from any such investment, Parent shall promptly deposit with the Paying Agent by wire transfer of immediately available funds, for the benefit of the holders of Shares, an amount in cash equal to the amount of such losses, which additional funds will be held and disbursed in the same manner as funds initially deposited with the Paying Agent to make prompt cash payments as required under Section 1.7(b), including any such diminishment as a result of investment losses, the payments contemplated by this Article II. Any interest Parent shall, or income produced by such investments will be payable shall cause the Surviving Corporation to, immediately deposit additional cash into the Payment Fund in an amount equal to Merger Sub or Parent, as Parent directs. Parent shall direct the Paying Agent to hold deficiency in the Exchange Fund for the benefit of the persons entitled to Merger Consideration in accordance with Section 2.01 and amount required to make payments from the Exchange Fund in accordance with this Section 2.02. The Exchange Fund shall not be used for any purpose other than to fund payments pursuant to this Section 2.02, except as expressly provided for in this Agreementsuch payments.

Paying Agent. Prior At or prior to the Effective Time, Parent shall designate a U.S.-based nationally recognized financial institution paying agent to act as the paying agent (the identity and terms of designation and appointment of which shall be reasonably acceptable to the Company to act as agent Company) for purposes of effecting the payment of the Merger Consideration in connection with the Merger in accordance with this Article 2 (the “Paying Agent”) ). Parent shall pay, or cause to be paid, the fees and expenses of the Paying Agent in connection with the exchange of Shares for the benefit of the holders of Shares to receive the Merger Consideration to which such holders shall become entitled pursuant to this AgreementConsideration. At or prior to the Effective Time, Parent shall deposit deposit, or cause to be deposited, with the Paying Agent, by wire transfer of immediately available funds, an amount in cash equal Agent the aggregate Merger Consideration to the Aggregate Common Stock Consideration (the “Exchange Fund”). The Exchange Fund shall be held in trust by the Paying Agent for the benefit of the which holders of Shares that are shall be entitled at the Effective Time pursuant to receive the Merger Considerationthis Agreement. In the event the Exchange Fund is such deposited funds are insufficient to make the payments contemplated by this Article II (including if Dissenting Company Shares lose their status as suchpursuant to Section 2.1(a), Parent shall promptly deposit, or cause to be deposited, with the Paying Agent, by wire transfer of immediately available funds, an amount in cash Agent such additional funds to ensure that the Exchange Fund becomes Paying Agent has sufficient funds to make such payments. Funds made available to the Paying Agent shall, if Parent so elects, Such funds shall be invested by the Paying Agent, Agent as directed by Xxxxxx, in, and only in, short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the United States of America with maturities of no more than thirty (30) days or in commercial paper obligations rated A-1 or P1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s CorporationParent, pending payment thereof by the Paying Agent to the holders of the Shares pursuant to this Article II; provided that no investment of such deposited funds shall relieve Parent, the Surviving Corporation or the Paying Agent from promptly making the payments required by this Article II, and following any losses from any such investment, Parent shall promptly deposit with the Paying Agent by wire transfer of immediately available funds, for the benefit of the holders of Shares, an amount in cash equal to the amount of such losses, which additional funds will be held and disbursed in the same manner as funds initially deposited with the Paying Agent to make the payments contemplated by this Article II. Any interest or income produced by such investments will be payable to Merger Sub or Parent, as Parent directs. Parent shall direct the Paying Agent to hold the Exchange Fund for the benefit of the persons entitled to Merger Consideration in accordance with Section 2.01 and to make payments from the Exchange Fund in accordance with this Section 2.02Article 2; provided, however, that any such investments shall be in: (i) obligations of, or guaranteed by, the United States government, (ii) short-term commercial paper rated A-1 or P-1 or better by Xxxxx’x Investor Service, Inc. or Standard & Poor’s Corporation, respectively, (iii) certificates of deposit, bank repurchase agreements, or banker’s acceptances of commercial banks with capital exceeding $1,000,000,000 (based on the most recent financial statements of such bank that are then publicly available), or (iv) 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, no such instrument shall have a maturity exceeding three months. The Exchange Fund Earnings from such investments shall not be used for any purpose other than the sole and exclusive property of the Surviving Corporation, and no part of such earnings shall accrue to fund payments pursuant to this Section 2.02, except as expressly provided for in this Agreementthe benefit of holders of Shares.

Paying Agent. Prior At or prior to the Effective Time, Parent shall designate a U.S.-based nationally recognized financial institution reputable bank or trust company to act as the paying agent (the identity and terms of designation and appointment of which shall be reasonably acceptable to the Company to act as agent (the “Paying Agent”Company) for the benefit purposes of the holders delivering or causing to be delivered to each holder of Shares to receive Company Shares, shares of Preferred Stock and Company Warrants, the Merger Consideration, the Conversion Amount, the Warrant Consideration to which or the Black-Scholes Value, as applicable, that such holders holder shall become entitled to receive with respect to such holder's Company Shares, shares of Preferred Stock or Company Warrants pursuant to this Agreementthe Merger and, with respect to the Preferred Stock and Company Warrants, such other actions as may be required of the holder thereof in accordance with the terms of such Equity Interest (the "Paying Agent"). Parent shall pay, or cause to be paid, the fees and expenses of the Paying Agent. At or prior to the Effective Time, Parent shall deposit deposit, or cause to be deposited, with the Paying Agent cash in immediately available funds in an amount sufficient for the Paying Agent to distribute the Merger Consideration, and, to the extent necessary for payment at Closing, the Conversion Amount and the Warrant Consideration or the Black-Scholes Value, as applicable (such evidence of cash deposited with the Paying Agent, by wire transfer of immediately available fundscollectively, an amount in cash equal to the Aggregate Common Stock Consideration (the “"Exchange Fund”"). The Exchange Fund , to which holders of Company Shares, Preferred Stock and Company Warrants shall be held in trust by entitled at the Effective Time pursuant to this Agreement. Any portion of the Conversion Amount, the Warrant Consideration or the Black-Scholes Value that is not required for payment at Closing will be deposited with the Paying Agent for the benefit of the holders of Shares that are entitled to receive the Merger Considerationon an as-needed basis. In the event the Exchange Fund is such deposited funds are insufficient to make the payments contemplated by this Article II (including if Dissenting Company Shares lose their status as such)pursuant to Section 2.1, Parent shall promptly deposit, or cause to be deposited, with the Paying Agent, by wire transfer of immediately available funds, an amount in cash Agent such additional funds to ensure that the Exchange Fund becomes Paying Agent has sufficient funds to make such payments. Funds made available to the Paying Agent shall, if Parent so elects, Such funds shall be invested by the Paying Agent, Agent as directed by Xxxxxx, in, and only in, short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the United States of America with maturities of no more than thirty (30) days or in commercial paper obligations rated A-1 or P1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s CorporationParent, pending payment thereof by the Paying Agent to the holders of Shares pursuant to this Article IIthe Company Shares; provided provided, however, that any such investments shall be in obligations of, or guaranteed by, the United States government or rated A-1 or P-1 or better by Xxxxx'x Investor Service, Inc. or Standard & Poor's Corporation, respectively. Earnings from such investments shall be the sole and exclusive property of the Surviving Corporation, and no investment part of such deposited funds earnings shall relieve Parent, the Surviving Corporation or the Paying Agent from promptly making the payments required by this Article II, and following any losses from any such investment, Parent shall promptly deposit with the Paying Agent by wire transfer of immediately available funds, for accrue to the benefit of the holders of Company Shares, an amount in cash equal to the amount holders of such losses, which additional funds will be held and disbursed in the same manner as funds initially deposited with the Paying Agent to make the payments contemplated by this Article II. Any interest shares of Preferred Stock or income produced by such investments will be payable to Merger Sub or Parent, as Parent directs. Parent shall direct the Paying Agent to hold the Exchange Fund for the benefit holders of the persons entitled to Merger Consideration in accordance with Section 2.01 and to make payments from the Exchange Fund in accordance with this Section 2.02. The Exchange Fund shall not be used for any purpose other than to fund payments pursuant to this Section 2.02, except as expressly provided for in this AgreementCompany Warrants.

Paying Agent. Prior Parent shall deposit at or prior to the Effective TimeClosing, or, solely with respect to freely available cash of the Company and the Company Subsidiaries, shall cause to be deposited at or promptly after (but in no event later than three (3) Business Days after) the Closing, with a bank or trust company designated by Parent shall designate a U.S.-based nationally recognized financial institution and reasonably acceptable satisfactory to the Company to act as agent (the “"Paying Agent”) "), for the benefit of the holders of Shares to receive the Merger Consideration to which such holders shall become entitled pursuant to shares of Company Common Stock, for exchange in accordance with this Agreement. At or prior to the Effective TimeArticle III, Parent shall deposit with through the Paying Agent, by wire transfer of immediately available funds, cash in U.S. dollars in an amount sufficient to pay the aggregate amount of the Merger Consideration payable in cash equal connection with the Merger pursuant to Section 3.1 in exchange for outstanding shares of Company Common Stock. The funds deposited with the Aggregate Common Stock Consideration (Paying Agent pursuant to this Section 3.2 are referred to as the “"Exchange Fund”)." The Paying Agent shall deliver the Merger Consideration contemplated to be paid pursuant to Section 3.1 out of the Exchange Fund. The Exchange Fund shall be held invested by the Paying Agent as directed by Parent; provided, however, that: (i) no such investment or losses thereon shall affect the Merger Consideration payable to the holders of Company Common Stock; and (ii) such investments shall be in trust obligations of or guaranteed by the United States of America or any agency or instrumentality thereof and backed by the full faith and credit of the United States of America, in commercial paper obligations rated A-1 or P-1 or better by Xxxxx'x Investors 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 $1 billion (based on the most recent financial statements of such bank that are then publicly available). Any net profit resulting from, or interest or income produced by, such investments shall be payable to the Surviving Corporation or Parent. Following any losses from any investment of the Exchange Fund, Parent or the Surviving Corporation shall promptly provide additional cash funds to the Paying Agent for the benefit of the holders of Shares that are entitled to receive Company Common Stock at the Merger Consideration. In the event the Exchange Fund is insufficient to make the payments contemplated by this Article II (including if Dissenting Company Shares lose their status as such), Parent shall promptly deposit, or cause to be deposited, with the Paying Agent, by wire transfer of immediately available funds, an amount Effective Time in cash such that the Exchange Fund becomes sufficient to make such payments. Funds made available to the Paying Agent shall, if Parent so elects, be invested by the Paying Agent, as directed by Xxxxxx, in, and only in, short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the United States of America with maturities of no more than thirty (30) days or in commercial paper obligations rated A-1 or P1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, pending payment thereof by the Paying Agent to the holders of Shares pursuant to this Article II; provided that no investment of such deposited funds shall relieve Parent, the Surviving Corporation or the Paying Agent from promptly making the payments required by this Article II, and following any losses from any such investment, Parent shall promptly deposit with the Paying Agent by wire transfer of immediately available funds, for the benefit of the holders of Shares, an amount in cash equal to the amount of such losses, which additional funds will be held and disbursed in the same manner as funds initially deposited with the Paying Agent deemed to make the payments contemplated by this Article II. Any interest or income produced by such investments will be payable to Merger Sub or Parent, as Parent directs. Parent shall direct the Paying Agent to hold part of the Exchange Fund for the benefit of the persons entitled to Merger Consideration in accordance with Section 2.01 and to make payments from the Exchange Fund in accordance with this Section 2.02Fund. The Exchange Fund shall not be used for any purpose other than to fund payments pursuant to this Section 2.02, except as expressly provided for in this Agreementpurpose.

Paying Agent. Prior to the Effective Time, Parent Merger Sub shall designate appoint a U.S.-based nationally recognized financial institution United States bank or trust company reasonably acceptable to the Company Company) to act as paying agent (the “"Paying Agent”") for the payment of the Merger Consideration, and Merger Sub shall deposit or shall cause to be deposited with the Paying Agent in a separate fund established for the benefit of the holders of Shares to receive the Merger Consideration to which such holders shall become entitled pursuant to shares of Company Common Stock, for payment in accordance with this Agreement. At or prior to the Effective TimeArticle II, Parent shall deposit with the Paying Agent, by wire transfer of immediately available funds, an amount in cash equal to the Aggregate Common Stock Consideration (the “Exchange Fund”). The Exchange Fund shall be held in trust by through the Paying Agent for (the benefit of the holders of Shares that are entitled to receive the Merger Consideration. In the event the Exchange Fund is insufficient "Payment Fund"), immediately available funds in amounts necessary to make the payments contemplated by pursuant to Section 2.6(a) and this Article II Section 2.7 to holders (including if Dissenting other than the Company Shares lose their status as such)or any subsidiary of the Company or Parent, Parent shall promptly depositMerger Sub or any other subsidiary of Parent, or cause to be deposited, with the Paying Agent, by wire transfer holders of immediately available funds, an amount in cash such that the Exchange Fund becomes sufficient to make such paymentsDissenting Shares). Funds made available to the The Paying Agent shall, if pursuant to irrevocable instructions, pay the Merger Consideration out of the Payment Fund. The Paying Agent shall invest portions of the Payment Fund as Parent so elects, be invested directs in obligations of or guaranteed by the Paying Agent, as directed by Xxxxxx, in, and only in, short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the United States of America with maturities of no more than thirty (30) days or America, in commercial paper obligations rated A-1 or P1 or better by Xxxxx’x receiving the highest investment grade rating from both Xxxxx'x Investors ServiceServices, Inc. or and Standard & Poor’s 's Corporation, pending payment thereof by or in certificates of deposit, bank repurchase agreements or banker's acceptances of commercial banks with capital exceeding $1,000,000,000 (collectively, "Permitted Investments"); provided, however, that the Paying Agent maturities of Permitted Investments shall be such as to the holders of Shares pursuant to this Article II; provided that no investment of such deposited funds shall relieve Parent, the Surviving Corporation or the Paying Agent from promptly making the payments required by this Article II, and following any losses from any such investment, Parent shall promptly deposit with the Paying Agent by wire transfer of immediately available funds, for the benefit of the holders of Shares, an amount in cash equal to the amount of such losses, which additional funds will be held and disbursed in the same manner as funds initially deposited with permit the Paying Agent to make prompt payment to former holders of the payments Company Common Stock entitled thereto as contemplated by this Article II. Any interest or income produced by such investments will be payable to Merger Sub or Parent, as Parent directsSection. Parent and the Surviving Corporation shall direct cause the Paying Agent Payment Fund to hold be promptly replenished to the Exchange extent of any losses incurred as a result of Permitted Investments. All earnings on Permitted Investments shall be paid to the Surviving Corporation. If for any reason (including losses) the Payment Fund for is inadequate to pay the benefit amounts to which holders of the persons shares of Company Common Stock shall be entitled to Merger Consideration in accordance with Section 2.01 and to make payments from the Exchange Fund in accordance with under this Section 2.022.7, Parent and the Surviving Corporation shall in any event be liable for payment thereof. The Exchange Payment Fund shall not be used for any purpose other than to fund payments pursuant to this Section 2.02, except as expressly provided for in this Agreement.

Paying Agent. Prior At or prior to the Effective Time, Parent shall designate a U.S.-based nationally recognized financial institution reputable bank or trust company to act as the paying agent (the identity and terms of designation and appointment of which shall be reasonably acceptable to the Company to act as agent Company) for purposes of effecting the payment of the Merger Consideration in connection with the Merger (the “Paying Agent”) for ). Parent shall pay, or cause to be paid, the benefit fees and expenses of the holders of Shares to receive the Merger Consideration to which such holders shall become entitled pursuant to this AgreementPaying Agent. At or prior to the Effective Time, Parent shall deposit deposit, or cause to be deposited, with the Paying Agent, by wire transfer of immediately available funds, an amount in cash equal Agent the aggregate Merger Consideration to the Aggregate Common Stock Consideration (the “Exchange Fund”). The Exchange Fund shall be held in trust by the Paying Agent for the benefit of the which holders of Shares that are (other than Cancelled Shares or Dissenting Shares) shall be entitled at the Effective Time pursuant to receive the Merger ConsiderationSection 2.1. In the event the Exchange Fund is such deposited funds are insufficient to make the payments contemplated by this Article II pursuant to Section 2.1 (including if other than in respect of Cancelled Shares or Dissenting Company Shares lose their status as suchShares), Parent shall promptly deposit, or cause to be deposited, with the Paying Agent, by wire transfer of immediately available funds, an amount in cash Agent such additional funds to ensure that the Exchange Fund becomes Paying Agent has sufficient funds to make such payments. Funds made available With respect to any Dissenting Shares, Parent shall only be required to deposit, or cause to be deposited, with the Paying Agent cash sufficient to pay the Merger Consideration in exchange for any Dissenting Shares, at or prior to the Effective Time, if the holder thereof fails to perfect or otherwise waives, withdraws or loses his right to appraisal under Section 262 of the DGCL or other applicable Law; provided, however, that Parent shall, if Parent so electsafter the Effective Time, promptly deposit, or cause to be deposited, with the Paying Agent cash sufficient to pay the Merger Consideration in exchange for any Dissenting Shares to the extent the holder thereof waives, withdraws or otherwise loses his right to appraisal under Section 262 of the DGCL after the Effective Time. Such funds shall be invested by the Paying Agent, Agent as directed by Xxxxxx, in, and only in, short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the United States of America with maturities of no more than thirty (30) days or in commercial paper obligations rated A-1 or P1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s CorporationParent, pending payment thereof by the Paying Agent to the holders of the Shares pursuant to (other than Cancelled Shares or Dissenting Shares) in accordance with this Article IISection 2.2; provided provided, however, that any such investments shall be in obligations of, or guaranteed by, the United States government or rated A-1 or P-1 or better by Xxxxx’x Investor Service, Inc. or Standard & Poor’s Corporation, respectively. Earnings from such investments shall be the sole and exclusive property of the Surviving Corporation, and no investment part of such deposited funds earnings shall relieve Parent, the Surviving Corporation or the Paying Agent from promptly making the payments required by this Article II, and following any losses from any such investment, Parent shall promptly deposit with the Paying Agent by wire transfer of immediately available funds, for accrue to the benefit of holders of Shares. Notwithstanding anything in this Agreement to the contrary, an aggregate amount of $50 million of the aggregate Merger Consideration that would otherwise be paid to the holders of Shares, an amount in cash equal to the amount of such losses, which additional funds will be held and disbursed Subject Shares (as defined in the same manner as funds initially Voting Agreement) in accordance with Section 2.2(b) shall not be deposited with the Paying Agent and shall be distributed without interest in accordance with the terms set forth on Schedule I hereto. Parent hereby covenants and agrees to cause the Surviving Corporation to make the payments contemplated by this Article II. Any interest or income produced by such investments will be payable to Merger Sub or Parent, as Parent directs. Parent shall direct distributions referenced in the Paying Agent to hold the Exchange Fund for the benefit of the persons entitled to Merger Consideration immediately preceding sentence in accordance with Section 2.01 and to make payments from the Exchange Fund in accordance with this Section 2.02. The Exchange Fund shall not be used for any purpose other than to fund payments pursuant to this Section 2.02, except as expressly provided for in this Agreementterms set forth on Schedule I hereto.

Paying Agent. Prior to At the Effective Time, Parent shall designate deposit, or shall cause to be deposited, with a U.S.-based nationally recognized financial institution reasonably acceptable paying agent selected by Parent with the Company’s prior approval (such approval not to the Company to act as agent be unreasonably withheld, delayed or conditioned) (the “Paying Agent”) ), for the benefit of the holders Record Holders of Shares to receive the Merger Consideration to which such holders shall become entitled pursuant to this Agreement. At or prior to the Effective TimeShares, Parent shall deposit with a cash amount in immediately available funds necessary for the Paying Agent, by wire transfer of immediately available funds, an amount in Agent to make the aggregate payments under Section 4.1(a) for the Shares other than the Excluded Shares (such cash equal being hereinafter referred to the Aggregate Common Stock Consideration (as the “Exchange Fund”). The Exchange Fund shall be held in trust by the Paying Agent for the benefit If a Dissenting Stockholder effectively withdraws its demand for, or loses its, appraisal rights pursuant to Section 262 of the holders of Shares that are entitled DGCL with respect to receive the Merger Consideration. In the event the Exchange Fund is insufficient to make the payments contemplated by this Article II (including if any Dissenting Company Shares lose their status as such)Shares, Parent shall promptly deposit, make available or cause to be deposited, with the Paying Agent, by wire transfer of immediately available funds, an amount in cash such that the Exchange Fund becomes sufficient to make such payments. Funds made available to the Paying Agent shalladditional funds in an amount equal to the product of (i) the number of Dissenting Shares for which the Dissenting Stockholder has withdrawn its demand for, if Parent so electsor lost its, be invested by appraisal rights pursuant to Section 262 of the DGCL and (ii) the Per Share Merger Consideration. The Paying Agent, Agent shall invest the Exchange Fund as directed by Xxxxxx, in, and only in, short-term Parent; provided that such investments shall be in obligations of, of or short-term obligations fully guaranteed as to principal and interest by, by the United States of America with maturities of no more than thirty (30) days or America, in commercial paper obligations rated A-1 or P1 P-1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s, respectively, in certificates of deposit, bank repurchase agreements or banker’s Corporationacceptances of commercial banks with capital exceeding $1 billion, pending payment thereof or in money market funds having a rating in the highest investment category granted by a recognized credit rating agency at the Paying Agent time of investment. Any interest and other income resulting from such investment shall become a part of the Exchange Fund, and any amounts in excess of the aggregate amounts payable under Section 4.1(a) shall be promptly returned to Parent. To the holders of Shares pursuant extent that there are any losses with respect to this Article II; provided that no investment of any such deposited funds shall relieve Parentinvestments, the Surviving Corporation or the Paying Agent from promptly making Exchange Fund diminishes for any reason below the payments level required by this Article II, and following any losses from any such investment, Parent shall promptly deposit with the Paying Agent by wire transfer of immediately available funds, for the benefit of the holders of Shares, an amount in cash equal to the amount of such losses, which additional funds will be held and disbursed in the same manner as funds initially deposited with the Paying Agent to make prompt cash payment under Section 4.1(a), Parent shall, or shall cause the payments contemplated by this Article II. Any interest Surviving Corporation to, promptly replace or income produced by such investments will be payable restore the cash in the Exchange Fund so as to Merger Sub or Parent, as Parent directs. Parent shall direct ensure that the Exchange Fund is at all times maintained at a level sufficient for the Paying Agent to hold the Exchange Fund for the benefit of the persons entitled to Merger Consideration in accordance with make such aggregate payments under Section 2.01 and to make payments from the Exchange Fund in accordance with this Section 2.02. The Exchange Fund shall not be used for any purpose other than to fund payments pursuant to this Section 2.02, except as expressly provided for in this Agreement4.1(a).

Paying Agent. Prior to the Effective Acceptance Time, Parent shall designate a U.S.-based nationally recognized financial institution enter into an agreement with such bank or trust company as may be designated by Parent and reasonably acceptable to the Company to act as agent (the “Paying Agent”) for the benefit holders of shares of Company Common Stock, holders of Non-Employee Company Stock Options and holders of the holders of Shares 2017 Company Warrants who elect to exercise their respective 2017 Company Warrants (the “Electing Warrantholders”) to receive the Merger Consideration funds to which holders of such holders shares of Company Common Stock (other than the Excluded Shares) shall become entitled pursuant to this AgreementSection 2.1(b) or Section 4.2(a), Non-Employee Company Stock Options shall become entitled to pursuant to Section 4.4(a) or the Electing Warrantholders become entitled to under the applicable 2017 Company Warrant in connection with such exercise, as the case may be. At or prior to immediately following the Effective Acceptance Time, Parent shall deposit deposit, or shall cause to be deposited, with the Paying AgentAgent for the benefit of such holders of shares of Company Common Stock (other than Excluded Shares), by wire transfer holders of Non-Employee Company Stock Options and the Electing Warrantholders, a cash amount in immediately available fundsfunds necessary for the Paying Agent to make payments under Section 2.1(b), an amount in cash equal Section 4.2(a) or Section 4.4(a) and the amounts payable to the Aggregate Common Stock Consideration Electing Warrantholders under the applicable 2017 Company Warrant in connection with such exercise, as applicable (such cash being hereinafter referred to as the “Exchange Fund”). The Exchange Fund shall not be held in trust by the Paying Agent used for the benefit of the holders of Shares that are entitled to receive the Merger Considerationany other purpose. In the event the The Exchange Fund is insufficient to make the payments contemplated by this Article II (including if Dissenting Company Shares lose their status as such), Parent shall promptly deposit, or cause to be deposited, with the Paying Agent, by wire transfer of immediately available funds, an amount in cash such that the Exchange Fund becomes sufficient to make such payments. Funds made available to the Paying Agent shall, if Parent so elects, be invested by the Paying Agent, Agent as directed by Xxxxxx, in, and only in, short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the United States of America with maturities of no more than thirty (30) days or in commercial paper obligations rated A-1 or P1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, pending payment thereof by the Paying Agent to the holders of Shares pursuant to this Article IIParent; provided that (i) no such investment of such deposited funds or losses thereon shall relieve Parent, the Surviving Corporation or the Paying Agent Parent from promptly making the payments required by this Article IISection 2.1(b), and following any losses from any Section 4.2(a) or Section 4.4(a) or the amounts payable to the Electing Warrantholders under the applicable 2017 Company Warrant in connection with such investment, Parent shall promptly deposit with the Paying Agent by wire transfer of immediately available funds, for the benefit of the holders of Shares, an amount in cash equal to exercise or affect the amount of the Offer Price or Merger Consideration payable in respect of such lossesshares of Company Common Stock, which additional funds will be held and disbursed the Option Payment payable in respect of the same manner as funds initially deposited with Non-Employee Company Stock Options or the Paying Agent to make the payments contemplated by this Article II. Any interest or income produced by such investments will be amounts payable to Merger Sub the Electing Warrantholders under the applicable 2017 Company Warrant in connection with such exercise and (ii) no such investment shall have maturities that could prevent or Parent, as Parent directs. Parent shall direct the Paying Agent delay payments to hold the Exchange Fund for the benefit of the persons entitled to Merger Consideration in accordance with Section 2.01 and to make payments from the Exchange Fund in accordance with this Section 2.02. The Exchange Fund shall not be used for any purpose other than to fund payments made pursuant to this Agreement. Any and all interest or other amounts earned with respect to such funds shall become part of the Exchange Fund, and any amounts in excess of the amounts payable under Section 2.022.1(b), except as expressly provided for in this AgreementSection 4.2 or Section 4.4(a) or the amounts payable to the Electing Warrantholders under the applicable 2017 Company Warrant shall be promptly returned to Parent.

Paying Agent. Prior At or prior to the Effective Time, Parent shall designate a U.S.-based nationally recognized financial institution commercial bank or trust company which shall be reasonably acceptable satisfactory to the Company to act as agent (the “Paying Agent”) for the benefit of the holders of Shares to receive the Merger Consideration to which such holders shall become entitled pursuant to this Agreement. At and, at or prior to before the Effective Time, Parent shall deposit enter into an agreement with the Paying Agent in a form reasonably satisfactory to the Company (the “Paying Agent Agreement”) providing for the obligations of the Paying Agent. At the Effective Time (or in the case of Section 3.04, when ascertained), Parent shall deposit, or shall cause to be deposited, with the Paying Agent, by wire transfer for the benefit of the holders of Shares, a cash amount in immediately available funds, an funds sufficient for the Paying Agent to make all payments which are then due or may become due under Section 3.01(a) and Section 3.04 (such aggregate cash amount in cash equal being hereafter referred to the Aggregate Common Stock Consideration (as the “Exchange Fund”). The Exchange Fund shall be held in trust invested by the Paying Agent for the benefit of the holders of Shares that are entitled to receive the Merger Consideration. In the event the Exchange Fund is insufficient to make the payments contemplated by this Article II (including if Dissenting Company Shares lose their status as such), Parent shall promptly deposit, or cause to be deposited, with the Paying Agent, by wire transfer of immediately available funds, an amount in cash such that the Exchange Fund becomes sufficient to make such payments. Funds made available to the Paying Agent shall, if Parent so elects, be invested by the Paying Agent, as directed by XxxxxxParent; provided, inhowever, that such investments shall be in obligations of or guaranteed by the U.S. or any agency or instrumentality thereof and only inbacked by the full faith and credit of the U.S., short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the United States of America with maturities of no more than thirty (30) days or in commercial paper obligations rated P-1 or A-1 or P1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, pending respectively, or in certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $5 billion (based on the most recent financial statements of such bank which are then publicly available). If for any reason following the Effective Time (including investment losses or as a result of any Dissenting Stockholder effectively waiving, withdrawing or losing such stockholder’s right to seek appraisal of its Dissenting Shares under the DGCL or if a court of competent jurisdiction shall determine that such stockholder is not entitled to the relief provided by Section 262 of DGCL) the cash in the Exchange Fund is insufficient to fully satisfy all of the payment thereof obligations to be made in cash by the Paying Agent to the holders of Shares pursuant to this Article II; provided that no investment of such deposited funds shall relieve Parenthereunder, Parent or the Surviving Corporation or the Paying Agent from promptly making the payments required by this Article II, and following any losses from any such investment, Parent shall promptly deposit with the Paying Agent by wire transfer of or cause to be deposited cash in immediately available funds, for funds into the benefit of the holders of Shares, Exchange Fund in an amount in cash which is equal to the deficiency in the amount of cash required to fully satisfy such losses, which additional funds will be held and disbursed in the same manner as funds initially deposited with the Paying Agent to make the payments contemplated by this Article IIcash payment obligations. Any interest or other income produced by from such investments will shall be payable deemed to Merger Sub or Parent, be the income of Parent (and so long as Parent directs. Parent shall direct cash in the Exchange Fund is sufficient to fully satisfy all payment obligations to be made in cash by the Paying Agent under this Agreement, any such interest or other income shall be paid to hold Parent) and any Taxes resulting or arising from or out of such interest or other income shall be paid by Parent. Except as contemplated by Section 3.02(c), the Exchange Fund for the benefit of the persons entitled to Merger Consideration in accordance with Section 2.01 and to make payments from the Exchange Fund in accordance with this Section 2.02. The Exchange Fund shall not be used for any purpose other than to fund payments pursuant to as specified in this Section 2.02, except as expressly provided for in this Agreement3.02(a).

Paying Agent. Prior to the Effective Time, Parent shall designate a U.S.-based nationally recognized financial institution reasonably acceptable to the Company to act as agent (the “Paying Agent”) for the benefit of the holders of Shares (other than Shares of Restricted Stock) to receive the Merger Consideration funds to which such holders shall become entitled pursuant to this Agreement. At Agreement and, without limiting the generality of Section 5.02(b), deposit or caused to be deposited, prior to or concurrently with the Effective Time, Parent shall deposit with the Paying Agent, by wire transfer of in immediately available funds, an a cash amount in cash equal to the Aggregate Common Stock Consideration (the “Exchange Fund”). The Exchange Fund shall be held in trust by the Paying Agent for the benefit of the holders of Shares (other than Shares of Restricted Stock) that are entitled to receive the Merger Consideration. In the event the Exchange Fund is shall be insufficient to make the payments contemplated by this Article II (including if Dissenting Company Shares lose their status as such)Section 2.02, Parent shall promptly deposit, or cause to be deposited, additional funds with the Paying Agent, by wire transfer of immediately available funds, Agent in an amount in cash such that the Exchange Fund becomes sufficient to make such payments. Funds made available to the Paying Agent shall, if Parent so elects, be invested by the Paying Agent, as directed by XxxxxxParent, in, and only in, in short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the United States of America with maturities of no more than thirty (30) days or in commercial paper obligations rated A-1 or P1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, pending payment thereof by the Paying Agent to the holders of Shares (other than Shares of Restricted Stock) pursuant to this Article IISection 2.02; provided provided, that no investment of such deposited funds shall relieve Parent, the Surviving Corporation or the Paying Agent from promptly making the payments required by this Article II, and following any losses from any such investment, Parent shall promptly deposit with provide or cause to be provided additional funds to the Paying Agent, to be held in trust by the Paying Agent by wire transfer of immediately available funds, for the benefit of the holders of SharesShares (other than Shares of Restricted Stock), an amount in cash equal to the amount of such losses, which additional funds will be held and disbursed in the same manner as funds initially deposited with the Paying Agent to make the payments contemplated by this Article IISection 2.02. Any interest or income produced by such investments will be payable to Merger Sub or Parent, as Parent directs. Parent shall direct the Paying Agent to hold the Exchange Fund for the benefit of the persons entitled to Merger Consideration in accordance with Section 2.01 former holders of Shares (other than Shares of Restricted Stock) and to make payments from the Exchange Fund in accordance with this Section 2.02. The Exchange Fund shall not be used for any purpose other than to fund payments pursuant to this Section 2.02, except as expressly provided for in this Agreement.

Paying Agent. Prior to the Effective Time, Parent shall designate (i) appoint a U.S.-based nationally recognized financial institution reasonably acceptable bank or trust company approved (such approval not to be unreasonably withheld, conditioned or delayed) in advance by the Company to act as agent (the “Paying Agent”) for the benefit purpose of effecting payments to the holders of Shares to receive the Merger Consideration to which such holders shall become entitled pursuant to this Agreement. At or prior to the Effective Time, Parent shall deposit with the Paying Agent, by wire transfer of immediately available funds, an amount in cash equal to the Aggregate Common Stock Consideration (the “Exchange Fund”). The Exchange Fund shall be held in trust by the Paying Agent for the benefit of the holders of Shares that are entitled to receive the Merger Consideration, and (ii) enter into a paying agent agreement, in form and substance reasonably acceptable to each of the Company and Parent, with such Paying Agent for the payment of the Merger Consideration in accordance with this Agreement. In Prior to, or substantially concurrently with, the event Effective Time on the Exchange Fund is insufficient to make the payments contemplated by this Article II (including if Dissenting Company Shares lose their status as such)Closing Date, Parent shall promptly deposit, or shall cause to be deposited, with the Paying Agent, by wire transfer for the benefit of the holders of Shares issued and outstanding immediately available fundsprior to the Effective Time, cash in an amount in cash such that the Exchange Fund becomes sufficient to make pay the aggregate Merger Consideration required to be paid pursuant to Section 3.01(a) (such paymentscash being hereinafter referred to as the “Payment Fund”). Funds made available to the Paying Agent shall, if Parent so elects, The Payment Fund shall not be used for any other purpose. The Payment Fund shall be invested by the Paying Agent, Agent as directed by XxxxxxParent; provided, inhowever, and only in, short-term that such investments shall be in obligations of, of or short-term obligations fully guaranteed as to principal and interest by, by the United States of America with maturities or any agency or instrumentality thereof and backed by the full faith and credit of no more than thirty (30) days or the United States of America, in commercial paper obligations rated A-1 or P1 or better the highest quality by either Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, pending payment thereof by respectively, or in certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $5 billion (based on the Paying Agent most recent financial statements of such bank which are then publicly available), or a combination of the foregoing. Any net profit resulting from, or interest or income produced by, such investments shall be payable to the holders Surviving Company. To the extent that there are losses with respect to such investments, such that the Payment Fund diminishes below the level required to make prompt payments of Shares pursuant to this Article II; provided that no investment of such deposited funds shall relieve Parent, the Surviving Corporation or the Paying Agent from promptly making the payments required by this Article II, and following any losses from any such investmentMerger Consideration as contemplated hereby, Parent shall promptly deposit with replace or restore the Paying Agent by wire transfer of immediately available funds, for the benefit portion of the holders of SharesPayment Fund lost through investments so as to ensure that the Payment Fund is, an amount in cash equal to the amount of such lossesat all times, which additional funds will be held and disbursed in the same manner as funds initially deposited with the Paying Agent maintained at a level sufficient to make the payments contemplated by this Article II. Any interest or income produced by such investments will be payable to Merger Sub or Parent, as Parent directs. Parent shall direct the Paying Agent to hold the Exchange Fund for the benefit of the persons entitled to Merger Consideration in accordance with Section 2.01 and to make payments from the Exchange Fund in accordance with this Section 2.02. The Exchange Fund shall not be used for any purpose other than to fund payments pursuant to this Section 2.02, except as expressly provided for in this Agreementpayments.

Paying Agent. Prior The Issuer hereby designates the Trustee to serve as Paying Agent. The Issuer, at the direction of the Borrower, may discharge the Paying Agent from time to time and appoint a successor. The Issuer shall also, at the direction of the Borrower, designate a successor if the Paying Agent resigns or becomes ineligible. The Paying Agent shall be a bank or trust company having a capital and surplus of not less than $50,000,000 and shall be registered as a transfer agent with the Securities and Exchange Commission. The Issuer shall give notice of the appointment of a successor Paying Agent in writing to each Bondowner. The Issuer will promptly certify to the Effective Time, Parent Trustee that it has mailed such notice to all Bondowners and such certificate will be conclusive evidence that such notice was given in the manner required hereby. The Paying Agent may but need not be the same person as the Trustee. The Paying Agent shall designate a U.S.-based nationally recognized financial institution reasonably acceptable to the Company to act as agent (the “Paying Agent”) for the benefit of the holders of Shares to receive the Merger Consideration to which such holders shall become entitled pursuant to this Agreementand as Bond registrar and transfer agent. At or prior to the Effective Time, Parent shall deposit with So long as the Paying AgentAgent is the Trustee, it shall have all the same rights as the Trustee under this Agreement 316. Unclaimed Moneys. Except as may otherwise be required by wire transfer of immediately available fundsapplicable law, an amount in cash equal to the Aggregate Common Stock Consideration (the “Exchange Fund”). The Exchange Fund shall be held in trust by case any moneys deposited with the Paying Agent for the benefit payment of the holders of Shares that are entitled to receive principal of, the Merger Consideration. In the event the Exchange Fund is insufficient to make the payments contemplated by this Article II Purchase Price, interest or premium, if any, on any Bond remain unclaimed for three (including if Dissenting Company Shares lose their status as such)3) years after such principal, Parent shall promptly depositinterest or premium has become due and payable, or cause to be deposited, with the Paying Agent, by wire transfer Agent may and upon receipt of a written request of the Borrower shall pay over to the Borrower the amount so deposited in immediately available funds, an amount in cash such that the Exchange Fund becomes sufficient to make such payments. Funds made available to and thereupon the Paying Agent shall, if Parent so elects, and the Issuer shall be invested by the Paying Agent, as directed by Xxxxxx, in, and only in, short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the United States of America released from any further liability with maturities of no more than thirty (30) days or in commercial paper obligations rated A-1 or P1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, pending payment thereof by the Paying Agent respect to the holders payment of Shares pursuant to this Article II; provided that no investment principal, Purchase Price, interest or premium and the owner of such deposited funds Bond shall relieve Parent, be entitled (subject to any applicable statute of limitations) to look only to the Surviving Corporation or the Paying Agent from promptly making the payments required by this Article II, and following any losses from any such investment, Parent shall promptly deposit with the Paying Agent by wire transfer of immediately available funds, Borrower as an unsecured creditor for the benefit of the holders of Shares, an amount in cash equal to the amount of such losses, which additional funds will be held and disbursed in the same manner as funds initially deposited with the Paying Agent to make the payments contemplated by this Article IIpayment thereof. Any interest or income produced by such investments will be payable to Merger Sub or Parent, as Parent directs317. Parent shall direct the Paying Agent to hold the Exchange Fund for the benefit of the persons entitled to Merger Consideration in accordance with Section 2.01 and to make payments from the Exchange Fund in accordance with this Section 2.02. The Exchange Fund shall not be used for any purpose other than to fund payments pursuant to this Section 2.02, except as expressly provided for in this AgreementRebate.

Paying Agent. Prior At or prior to the Effective TimeClosing Date, Parent Tango Holdings shall, and AGM shall cause Tango Holdings to, designate a U.S.-based nationally recognized financial institution bank or trust company reasonably acceptable to the Company AHL and to AGM to act as agent (the “Paying Agent”) for the benefit payment and delivery of the holders of Shares to receive the aggregate Merger Consideration and the aggregate AGM Merger Consideration in accordance with this Article II and, in connection therewith, shall at or prior to which such holders shall become entitled pursuant the Closing Date enter into an agreement with the Paying Agent in a form reasonably acceptable to this AgreementAHL and to AGM. At or prior to the AHL Effective Time and AGM Effective Time, Parent Tango Holdings shall deposit or cause to be deposited with the Paying Agent, by wire transfer Agent (i) a number of immediately available funds, certificated Tango Holdings Shares or Tango Holdings Shares in book-entry form sufficient to pay the aggregate Merger Share Consideration and the AGM Merger Consideration and (ii) an amount in cash equal sufficient to pay, to the Aggregate Common Stock Consideration extent then determinable, cash payable in lieu of fractional shares pursuant to Section 2.04(d) (such shares and cash, and cash referred to in the immediately following sentence, being hereinafter referred to as the “Exchange Fund”). The Exchange Fund shall be held in trust by the Paying Agent for the benefit of the holders of Shares that are entitled From time to receive the Merger Consideration. In the event the Exchange Fund is insufficient to make the payments contemplated by this Article II (including if Dissenting Company Shares lose their status time as such)necessary and determinable, Parent Tango Holdings shall promptly deposit, deposit or cause to be deposited, deposited with the Paying AgentAgent additional cash sufficient to pay the cash payable in lieu of fractional shares pursuant to Section 2.04(d). Pending its disbursement in accordance with this Section 2.04, by wire transfer of immediately available funds, an amount in cash such that the Exchange Fund becomes sufficient to make such payments. Funds made available to the Paying Agent shall, if Parent so elects, shall be invested by the Paying Agent, Agent as directed by XxxxxxTango Holdings in (i) short-term direct obligations of the United States of America, in, and only in, (ii) short-term obligations of, or short-term obligations fully guaranteed as to principal for which the full faith and interest by, credit of the United States of America with maturities is pledged to provide for the payment of no more than thirty principal and interest, (30iii) days or in short-term commercial paper obligations rated A-1 or P1 or better the highest quality by either Xxxxx’x Investors Service, Inc. or Standard & and Poor’s CorporationRatings Services or (iv) certificates of deposit, pending payment thereof bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $5 billion. Any and all interest earned on the funds in the Exchange Fund shall be paid by the Paying Agent to the holders of Shares pursuant to this Article II; provided that no Tango Holdings. No investment losses resulting from investment of such deposited the funds shall relieve Parent, the Surviving Corporation or the Paying Agent from promptly making the payments required by this Article II, and following any losses from any such investment, Parent shall promptly deposit with the Paying Agent by wire transfer of immediately available funds, for the benefit of the holders of Shares, an amount in cash equal to the amount of such losses, which additional funds will be held and disbursed in the same manner as funds initially deposited with the Paying Agent shall diminish the rights of any former holder of AHL Shares to make the payments contemplated by this Article II. Any interest or income produced by such investments will be receive cash payable to Merger Sub or Parent, as Parent directs. Parent shall direct the Paying Agent to hold the Exchange Fund for the benefit in lieu of the persons entitled to Merger Consideration in accordance with Section 2.01 and to make payments from the Exchange Fund in accordance with this Section 2.02. The Exchange Fund shall not be used for any purpose other than to fund payments fractional shares pursuant to this Section 2.02, except as expressly provided for in this Agreement2.04(d).

Paying Agent. (a) Prior to the Effective Time, Parent or Merger Sub shall designate a U.S.-based nationally recognized financial institution enter into an agreement in form and substance reasonably acceptable to the Company with a paying agent selected by Parent with the Company’s prior approval, which approval shall not be unreasonably conditioned, withheld or delayed, to act as agent for the stockholders of the Company in connection with the Merger (the “Paying Agent”) to receive payment of the aggregate Per Share Merger Consideration to which the stockholders of the Company shall become entitled pursuant to Section 2.1(a). At the Effective Time, Parent shall deposit, or cause to be deposited with the Paying Agent, a cash amount in immediately available funds that, when taken together with available cash of the Company and its subsidiaries that is deposited with the Paying Agent at the Effective Time, is sufficient in the aggregate for the Paying Agent to make the payments of the aggregate Per Share Merger Consideration as provided pursuant to Section 2.1(a) (such cash being hereinafter referred to as the “Exchange Fund”) in trust for the benefit of the holders of the Shares that will be converted into the right to receive the Per Share Merger Consideration to which such holders shall become entitled pursuant to this Agreement. At or prior to the Effective Time, Parent shall deposit with the Paying Agent, by wire transfer of immediately available funds, an amount in cash equal to the Aggregate Common Stock Consideration (the “Exchange Fund”Section 2.1(a). The Exchange Fund shall be held in trust by the Paying Agent for the benefit of the holders of Shares that are entitled to receive the Merger Consideration. In the event shall invest the Exchange Fund is insufficient to make the payments contemplated as directed by this Article II (including if Dissenting Company Shares lose their status as such)Parent; provided, Parent that such investments shall promptly deposit, or cause to be deposited, with the Paying Agent, by wire transfer of immediately available funds, an amount in cash such that the Exchange Fund becomes sufficient to make such payments. Funds made available to the Paying Agent shall, if Parent so elects, be invested by the Paying AgentAgent in (i) short-term direct obligations of the United States of America, as directed by Xxxxxx, in, and only in, (ii) short-term obligations of, or short-term obligations fully guaranteed as to principal for which the full faith and interest by, credit of the United States of America with maturities is pledged to provide for the payment of no more than thirty principal and interest, (30iii) days or in short-term commercial paper obligations rated A-1 or P1 or better the highest quality by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, pending payment thereof by respectively, or (iv) in money market funds investing solely in a combination of the Paying Agent to foregoing and, in any such case, no such instrument shall have a maturity exceeding three months. Any such investment shall be for the holders benefit, and at the risk, of Shares pursuant to this Article II; provided that no investment of such deposited funds shall relieve Parent, the Surviving Corporation and any interest or the Paying Agent other income resulting from promptly making the payments required by this Article II, and following any losses from any such investment, Parent investment shall promptly deposit with the Paying Agent by wire transfer of immediately available funds, be for the benefit of Parent and may be paid to Parent from time to time in Parent’s sole discretion. To the holders of Sharesextent that there are losses with respect to such investments, an amount in cash equal to the amount of such losses, which additional funds will be held and disbursed in the same manner as funds initially deposited with the Paying Agent to make the payments contemplated by this Article II. Any interest or income produced by such investments will be payable to Merger Sub or Parent, as Parent directs. Parent shall direct the Paying Agent to hold the Exchange Fund diminishes for other reasons below the benefit level required to make prompt payments of the persons entitled to aggregate Per Share Merger Consideration in accordance with Section 2.01 and as contemplated hereby, Parent will reasonably promptly replace or restore, or shall cause to make payments from be replaced or restored, the portion of the Exchange Fund in accordance with this Section 2.02. The lost through such investments or other events so as to ensure that the Exchange Fund shall not be used for is, at all times, maintained at a level sufficient to make such payments. Notwithstanding anything to the contrary herein, in the event that the Company or any purpose other than to fund payments of its subsidiaries divests, disposes of, or licenses any assets, properties, products, rights, services or businesses of the Company or any of its subsidiaries or any interest therein pursuant to this Section 2.026.4(c), except then the Company shall deposit in the Exchange Fund prior to the Effective Time all or such portion of the proceeds received by the Company or its subsidiaries as expressly provided for may be requested in this Agreementwriting by Parent.

Paying Agent. Prior to the Effective Acceptance Time, Parent or Merger Sub shall designate a U.S.-based nationally recognized financial institution reasonably acceptable to the Company reputable U.S. bank or trust company to act as depositary agent for the Company Stockholders entitled to receive the Offer Price pursuant to Section 1.1(e) and as the paying agent for the Company Stockholders entitled to receive Merger Consideration pursuant to Section 3.1(a) (the identity and terms of designation and appointment of which shall be subject to the reasonable prior approval of the Company) (the “Paying Agent”) for ). Prior to the benefit Acceptance Time, the Company and Parent shall enter into a paying agent agreement with the Paying Agent, which agreement shall set forth the duties, responsibilities and obligations of the holders Paying Agent consistent with the terms of Shares this Agreement and otherwise reasonably acceptable to receive the Merger Consideration Company and Parent. Parent shall pay, or cause to which such holders shall become entitled pursuant to this Agreementbe paid, the fees and expenses of the Paying Agent. At or prior to the Effective Acceptance Time, Parent shall deposit with the Paying Agent, by wire transfer of immediately available funds, an amount in cash equal to the Aggregate Common Stock Consideration (the “Exchange Fund”). The Exchange Fund shall be held in trust by the Paying Agent for the benefit of the holders of Shares that are entitled to receive the Merger Consideration. In the event the Exchange Fund is insufficient to make the payments contemplated by this Article II (including if Dissenting Company Shares lose their status as such), Parent shall promptly deposit, or cause to be deposited, with the Paying AgentAgent cash in immediately available funds in an amount equal to (i) the aggregate consideration to which the Company Stockholders are entitled to receive pursuant to Section 1.1(e) and (ii) the aggregate Merger Consideration payable pursuant to Section 3.1(a) (such cash amounts, collectively, the “Exchange Fund”) for the sole benefit of the holders of Company Shares. Parent shall cause the Paying Agent to make delivery of the Offer Price and Merger Consideration, as applicable, out of the Exchange Fund in accordance with this Agreement. In the event the Exchange Fund shall at any time be insufficient to pay the aggregate amounts contemplated by wire transfer of Section 1.1(e) and Section 3.1(a), Parent shall, or shall cause Merger Sub to, promptly deposit additional cash in immediately available funds, as applicable, with the Paying Agent in an amount that is equal to the deficiency in cash such that the Exchange Fund becomes sufficient amount required to make such paymentspayment. Funds made available to the Paying Agent shall, if Parent so elects, The Exchange Fund shall not be used for any purpose that is not expressly provided for in this Agreement. The Exchange Fund shall be invested by the Paying Agent, Agent as directed by XxxxxxParent or Merger Sub, inin its sole discretion, pending payment thereof by the Paying Agent to the holders of the Company Shares; provided that, unless otherwise agreed by Parent and only inthe Company prior to the Closing, short-term any such investments shall be in obligations of, or short-term obligations fully guaranteed as to principal and interest by, the United States of America with maturities of no more than thirty (30) days government or any agency or instrumentality thereof, in commercial paper obligations rated A-1 or P1 P-1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, pending payment thereof by respectively, or in certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $5.0 billion (based on the Paying Agent to the holders of Shares pursuant to this Article II; provided that no investment most recent financial statements of such deposited funds bank that are then publicly available). Earnings from such investments shall relieve Parent, be the Surviving Corporation sole and exclusive property of Parent or the Paying Agent from promptly making the payments required by this Article IIMerger Sub, and following any losses from any no part of such investment, Parent earnings shall promptly deposit with the Paying Agent by wire transfer of immediately available funds, for accrue to the benefit of the holders of Company Shares, an amount in cash equal to the amount of such losses, which additional funds will be held and disbursed in the same manner as funds initially deposited with the Paying Agent to make the payments contemplated by this Article II. Any interest or income produced by such investments will be payable to Merger Sub or Parent, as Parent directs. Parent shall direct the Paying Agent to hold the Exchange Fund for the benefit of the persons entitled to Merger Consideration in accordance with Section 2.01 and to make payments from the Exchange Fund in accordance with this Section 2.02. The Exchange Fund shall not be used for any purpose other than to fund payments pursuant to this Section 2.02, except as expressly provided for in this Agreement.

Paying Agent. Prior to the Effective TimeClosing, Parent or Merger Sub shall designate appoint a U.S.-based nationally recognized financial institution bank or trust company reasonably acceptable satisfactory to the Company to act as the paying agent (the “"Paying Agent”") for making the payments required to be made at the Effective Time under Section 3.1 and Section 3.5 and in connection therewith, shall enter into an agreement with the Paying Agent in a form reasonably satisfactory to Merger Sub and the Company. Prior to the Closing, Merger Sub shall deposit or shall cause to be deposited with the Paying Agent, for the benefit of the holders of Company Shares and Vested Company Options, cash in U.S. dollars in an amount sufficient to receive pay the aggregate amount of the Merger Consideration to which such holders shall become entitled payable in connection with the Merger pursuant to this Agreement. At or prior to Section 3.1 in exchange for outstanding Company Shares and the aggregate amount payable at the Effective TimeTime pursuant to Section 3.5 in respect of Vested Company Options (collectively, Parent such cash being hereinafter referred to as the "Exchange Fund"). Merger Sub shall deposit with cause the Paying Agent, by wire transfer Agent to promptly deliver the Merger Consideration contemplated to be paid pursuant to Section 3.1 and the aggregate amounts to be paid at the Effective Time in respect of immediately available funds, an amount in cash equal Vested Company Options pursuant to Section 3.5 out of the Aggregate Common Stock Consideration (the “Exchange Fund”). The Exchange Fund shall be held in trust invested by the Paying Agent for the benefit of the holders of Shares that are entitled to receive the Merger Consideration. In the event the Exchange Fund is insufficient to make the payments contemplated by this Article II (including if Dissenting Company Shares lose their status as such), Parent shall promptly deposit, or cause to be deposited, with the Paying Agent, by wire transfer of immediately available funds, an amount in cash such that the Exchange Fund becomes sufficient to make such payments. Funds made available to the Paying Agent shall, if Parent so elects, be invested by the Paying Agent, as directed by XxxxxxMerger Sub or, inafter the Effective Time, the Surviving Corporation; provided that: (i) no such investment or losses thereon shall affect the Merger Consideration payable under Section 3.1 and the payments to be made pursuant to Section 3.5; (ii) no such investment shall have maturities that would reasonably be expected to prevent or delay payments to be made pursuant to Section 3.1 and Section 3.5, and only in, short-term (iii) such investments shall be in obligations of, of or short-term obligations fully guaranteed as to principal and interest by, by the United States of America with maturities or any agency or instrumentality thereof and backed by the full faith and credit of no more than thirty (30) days or the United States of America, in commercial paper obligations rated A-1 or P1 P-1 or better by Xxxxx’x Xxxxx'x Investors Service, Inc. or Standard & Poor’s 's Corporation, pending respectively, or in certificates of deposit, bank repurchase agreements or banker's acceptances of commercial banks with capital exceeding $1 billion (based on the most recent financial statements of such bank that are then publicly available). If for any reason (including investment losses) the cash in the Exchange Fund is insufficient to fully satisfy all of the payment thereof obligations to be made in cash by the Paying Agent to hereunder (including as a result of any Dissenting Shareholder effectively withdrawing its demand for, or losing its right to, appraisal rights), Merger Sub or, after the holders of Shares pursuant to this Article II; provided that no investment of such deposited funds shall relieve ParentEffective Time, the Surviving Corporation or the Paying Agent from promptly making the payments required by this Article II, and following any losses from any such investment, Parent shall promptly deposit with the Paying Agent by wire transfer of or cause to be deposited cash in immediately available funds, for funds into the benefit of the holders of Shares, Exchange Fund in an amount in cash which is equal to the deficiency in the amount of cash required to fully satisfy such losses, which additional funds will be held and disbursed in the same manner as funds initially deposited with the Paying Agent to make the payments contemplated by this Article IIcash payment obligations. Any net profit resulting from, or interest or income produced by by, such investments will shall become part of the Exchange Fund, and any amounts in excess of the aggregate amounts payable at the Effective Time under Section 3.1 and (in respect of Vested Company Options) Section 3.5 should be payable returned to Merger Sub the Surviving Corporation or Parent, as Parent directs. Parent shall direct the Paying Agent to hold the Exchange Fund for the benefit of the persons entitled to Merger Consideration in accordance with Section 2.01 and to make payments from the Exchange Fund in accordance with this Section 2.02directed by Parent. The Exchange Fund shall not be used for any purpose other than to fund payments pursuant to this Section 2.02, except as expressly provided for in this Agreementpurpose.

Paying Agent. Prior to the Effective Time, Parent shall designate a U.S.-based nationally recognized financial institution reasonably acceptable to the Company to act as agent (the “Paying Agent”) for the benefit of the holders of Shares to receive the Merger Consideration to which such holders shall become entitled pursuant to this Agreement. At or prior to the Effective Time, Parent shall deposit deposit, or shall cause to be deposited, with a paying agent selected by Parent with the Paying AgentCompany’s prior approval (such approval not to be unreasonably withheld, by wire transfer of immediately available funds, an amount in cash equal to the Aggregate Common Stock Consideration delayed or conditioned) (the “Exchange FundPaying Agent”). The Exchange Fund shall be held in trust by the Paying Agent , for the benefit of the holders of Shares that are entitled (other than Excluded Shares) and First Series Preferred Shares (other than Dissenting Shares) and pursuant to receive the Merger Consideration. In the event the Exchange Fund is insufficient to make the payments contemplated by this Article II (including if Dissenting Company Shares lose their status as such)a paying agent agreement in customary form, Parent shall promptly deposit, or cause to be deposited, with the Paying Agent, by wire transfer of cash in immediately available funds, an amount in cash such that the Exchange Fund becomes sufficient to make such payments. Funds made available to the Paying Agent shall, if Parent so elects, be invested by the Paying Agent, as directed by Xxxxxx, in, and only in, short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the United States of America with maturities of no more than thirty (30) days or in commercial paper obligations rated A-1 or P1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, pending payment thereof by the Paying Agent to the holders of Shares pursuant to this Article II; provided that no investment of such deposited funds shall relieve Parent, the Surviving Corporation or the Paying Agent from promptly making the payments required by this Article II, and following any losses from any such investment, Parent shall promptly deposit with the Paying Agent by wire transfer of immediately available funds, for the benefit of the holders of Shares, an amount in cash equal to the amount of such losses, which additional funds will be held and disbursed in the same manner as funds initially deposited with aggregate amount necessary for the Paying Agent to make the payments contemplated by this Article IISection 4.01(a) and 4.01(c)(i) (excluding, for the avoidance of doubt, any amounts payable with respect to any declared but unpaid dividends, which shall be paid in the manner consistent with the Company’s past practice) (such cash amount being hereinafter referred to as the “Exchange Fund”). If a Dissenting Shareholder effectively withdraws or loses his or her dissenters rights pursuant to the PBCL, (i) such Dissenting Shareholder’s First Series Preferred Shares shall cease to be Dissenting Shares and (ii) Parent shall make available or cause to be made available to the Paying Agent additional funds in an amount equal to the product of (A) the number of First Series Preferred Shares for which such Dissenting Shareholder has effectively withdrawn or lost his or her dissenters rights pursuant to the PBCL and (B) the consideration payable pursuant to Section 4.01(c) in respect of each such First Series Preferred Share. The Paying Agent shall invest the Exchange Fund as directed by Parent. Any interest and other income resulting from such investment shall become a part of the Exchange Fund, and any amounts in excess of the aggregate amount payable pursuant to Section 4.01(a) and 4.01(c)(i) shall be returned to the Surviving Corporation in accordance with Section 4.02(d). To the extent that there are any losses with respect to any such investments, or income produced by such investments will be payable to Merger Sub or Parent, as Parent directs. Parent shall direct the Exchange Fund diminishes for any reason below the level required for the Paying Agent to hold make prompt cash payment pursuant to Section 4.01(a) and 4.01(c)(i), Parent shall, or shall cause the Surviving Corporation to, promptly replace or restore the cash in the Exchange Fund for the benefit of the persons entitled to Merger Consideration in accordance with Section 2.01 and so as to make all such cash payments from the Exchange Fund in accordance with this under Section 2.02. The Exchange Fund shall not be used for any purpose other than to fund payments pursuant to this Section 2.02, except as expressly provided for in this Agreement4.01(a) and 4.01(c)(i).

Paying Agent. Prior to the Effective Time, Parent shall designate a U.S.-based nationally recognized financial institution bank or trust company reasonably acceptable to the Company to act as agent for the holders of Shares in connection with the Merger (the “Paying Agent”) to receive, on terms reasonably acceptable to the Company, for the benefit of the holders of Shares to receive Shares, the aggregate Merger Consideration to which such holders of Shares shall become entitled pursuant to this AgreementSection 2.7(c). At Parent shall deposit or cause Purchaser to deposit such aggregate Merger Consideration with the Paying Agent at or prior to the Effective Time, Parent shall deposit with the Paying Agent, by wire transfer of immediately available funds, an amount in cash equal to the Aggregate Common Stock Consideration (the “Exchange Fund”). The Exchange Fund shall be held in trust by the Paying Agent in trust for the benefit of the holders of Shares that are entitled to receive and the Surviving Corporation. Such aggregate Merger Consideration. In the event the Exchange Fund is insufficient to make the payments contemplated by this Article II (including if Dissenting Company Shares lose their status as such), Parent shall promptly deposit, or cause to be deposited, Consideration deposited with the Paying Agent, by wire transfer of immediately available funds, an amount in cash such that the Exchange Fund becomes sufficient to make such payments. Funds made available to the Paying Agent shall, if Parent so electspending its disbursement to such holders, be invested by the Paying Agent, Agent as directed by XxxxxxParent in (i) short-term direct obligations of the United States of America, in, and only in, (ii) short-term obligations of, or short-term obligations fully guaranteed as to principal for which the full faith and interest by, credit of the United States of America with maturities is pledged to provide for the payment of no more than thirty principal and interest, (30iii) days or in short-term commercial paper obligations rated A-1 or P1 or better the highest quality by either Xxxxx’x Investors Service, Inc. or Standard & and Poor’s Ratings Services or (iv) money market funds investing solely in a combination of the foregoing. Earnings on the investment of the funds shall be the sole and exclusive property of Parent and the Surviving Corporation and shall be paid to Parent or the Surviving Corporation, pending payment thereof by the Paying Agent to the holders of Shares pursuant to this Article II; provided that no as Parent directs. No investment of such deposited the funds shall relieve Parent, the Surviving Corporation or the Paying Agent from promptly making the payments required by this Article II, and following any net losses from any such investment, Parent shall promptly deposit with provide additional funds to the Paying Agent by wire transfer of immediately available funds, for the benefit of the applicable holders of Shares, an amount Shares immediately prior to the Effective Time in cash equal to the amount of such net losses, which additional funds will shall be held and disbursed in the same manner as funds initially deposited with the Paying Agent deemed to make the payments contemplated by this Article II. Any interest or income produced by such investments will be payable to Merger Sub or Parent, as Parent directs. Parent shall direct the Paying Agent to hold the Exchange Fund for the benefit part of the persons entitled funds. No investment of the funds shall have maturities that could prevent or delay payments to Merger Consideration in accordance with Section 2.01 and to make payments from the Exchange Fund in accordance with this Section 2.02. The Exchange Fund shall not be used for any purpose other than to fund payments made pursuant to this Section 2.02, except as expressly provided for in this Agreement.

Paying Agent. Prior to the Effective Acceptance Time, Parent or Merger Sub shall designate a U.S.-based nationally recognized financial institution reasonably acceptable to the Company reputable U.S. bank or trust company to act as depositary agent for the Company Stockholders entitled to receive the Offer Price pursuant to Section 1.1(e) and as the paying agent for the Company Stockholders entitled to receive Merger Consideration pursuant to Section 3.1(a) (the identity and terms of designation and appointment of which shall be subject to the reasonable prior approval of the Company) (the “Paying Agent”) for ). Parent shall pay, or cause to be paid, the benefit fees and expenses of the holders of Shares to receive the Merger Consideration to which such holders shall become entitled pursuant to this AgreementPaying Agent. At or prior to promptly after the Effective Acceptance Time, Parent shall deposit with the Paying Agent, by wire transfer of immediately available funds, an amount in cash equal to the Aggregate Common Stock Consideration (the “Exchange Fund”). The Exchange Fund shall be held in trust by the Paying Agent for the benefit of the holders of Shares that are entitled to receive the Merger Consideration. In the event the Exchange Fund is insufficient to make the payments contemplated by this Article II (including if Dissenting Company Shares lose their status as such), Parent shall promptly deposit, or cause to be deposited, with the Paying AgentAgent cash in immediately available funds in an amount equal to (i) the aggregate consideration to which the Company Stockholders are entitled to receive pursuant to Section 1.1(e) and (ii) the aggregate Merger Consideration payable pursuant to Section 3.1(a) (such cash amounts, collectively, the “Exchange Fund”) for the sole benefit of the holders of Company Shares. Parent shall cause the Paying Agent to make delivery of the Offer Price and Merger Consideration, as applicable, out of the Exchange Fund in accordance with this Agreement. In the event the Exchange Fund shall at any time be insufficient to pay the aggregate amounts contemplated by wire transfer of Section 1.1(e) and Section 3.1(a), Parent shall, or shall cause Merger Sub to, promptly deposit additional cash in immediately available funds, as applicable, with the Paying Agent in an amount that is equal to the deficiency in cash such that the Exchange Fund becomes sufficient amount required to make such paymentspayment. Funds made available to the Paying Agent shall, if Parent so elects, The Exchange Fund shall not be used for any purpose that is not expressly provided for in this Agreement. The Exchange Fund shall be invested by the Paying Agent, Agent as directed by XxxxxxParent or Merger Sub, inin its sole discretion, pending payment thereof by the Paying Agent to the holders of the Company Shares; provided that, unless otherwise agreed by Parent and only inthe Company prior to the Closing, short-term any such investments shall be in obligations of, or short-term obligations fully guaranteed as to principal and interest by, the United States of America with maturities of no more than thirty (30) days government or any agency or instrumentality thereof, in commercial paper obligations rated A-1 or P1 P-1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, pending payment thereof by respectively, or in certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $5.0 billion (based on the Paying Agent to the holders of Shares pursuant to this Article II; provided that no investment most recent financial statements of such deposited funds bank that are then publicly available). Earnings from such investments shall relieve Parent, be the Surviving Corporation sole and exclusive property of Parent or the Paying Agent from promptly making the payments required by this Article IIMerger Sub, and following any losses from any no part of such investment, Parent earnings shall promptly deposit with the Paying Agent by wire transfer of immediately available funds, for accrue to the benefit of the holders of Company Shares, an amount in cash equal to the amount of such losses, which additional funds will be held and disbursed in the same manner as funds initially deposited with the Paying Agent to make the payments contemplated by this Article II. Any interest or income produced by such investments will be payable to Merger Sub or Parent, as Parent directs. Parent shall direct the Paying Agent to hold the Exchange Fund for the benefit of the persons entitled to Merger Consideration in accordance with Section 2.01 and to make payments from the Exchange Fund in accordance with this Section 2.02. The Exchange Fund shall not be used for any purpose other than to fund payments pursuant to this Section 2.02, except as expressly provided for in this Agreement.

Paying Agent. Prior to At the Effective Time, Parent shall designate a U.S.-based nationally recognized financial institution reasonably acceptable to the Company to act as agent (the “Paying Agent”) for the benefit of the holders of Shares to receive the Merger Consideration to which such holders shall become entitled pursuant to this Agreement. At or prior to the Effective Time, Parent shall deposit with the Paying Agent, by wire transfer of immediately available funds, an amount in cash equal to the Aggregate Common Stock Consideration (the “Exchange Fund”). The Exchange Fund shall be held in trust by the Paying Agent for the benefit of the holders of Shares that are entitled to receive the Merger Consideration. In the event the Exchange Fund is insufficient to make the payments contemplated by this Article II (including if Dissenting Company Shares lose their status as such), Parent shall promptly deposit, or cause to be deposited, with a paying agent selected by Parent with the Company’s prior approval (such approval not to be unreasonably withheld, conditioned or delayed) (the “Paying Agent”), for the benefit of the Record Holders of Shares, a cash amount in immediately available funds obtained pursuant to the Equity Financing necessary for the Paying AgentAgent to make payments under Section 4.1(a) (such cash amount being hereinafter referred to as the “Exchange Fund”). The parties acknowledge and agree that, in accordance with the Equity Financing Commitment, the capitalization of Parent may be effected directly or indirectly through one or more affiliated entities or other designated co-investors of BCP (other than NRG or any of its Affiliates), including with debt financing to the extent available from lenders other than NRG or the Company or any of their respective Affiliates (it being understood that in connection with the Closing no credit support in connection with any such debt financing or capitalization of Parent will be provided by wire transfer the Company or any of immediately available fundsits Affiliates and that no new Indebtedness of the Company or any of its Subsidiaries, an amount nor any assets of the Company or any of its Subsidiaries, may be used in cash such that the provision of funding to the Paying Agent for the Exchange Fund becomes sufficient Fund), and the Equity Financing shall be comprised of funds obtained pursuant to such capitalization. If a Dissenting Stockholder effectively withdraws its demand for, or loses its rights to, appraisal pursuant to Section 262 of the DGCL with respect to any Dissenting Shares, (i) such Shares shall cease to be Excluded Shares and (ii) Parent shall make such payments. Funds available or cause to be made available to the Paying Agent shalladditional funds in an amount equal to the product of (x) the number of Dissenting Shares for which such Dissenting Stockholder has withdrawn its demand for, if Parent so electsor lost its rights to, be invested by appraisal pursuant to Section 262 of the DGCL and (y) the Per Share Merger Consideration. The Paying Agent, Agent shall invest the Exchange Fund as directed by Xxxxxx, in, and only in, short-term Parent; provided that such investments shall be in obligations of, of or short-term obligations fully guaranteed as to principal and interest by, by the United States of America with maturities of no more than thirty (30) days or America, in commercial paper obligations rated A-1 or P1 P-1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, pending payment thereof respectively, or in money market funds having a rating in the highest investment category granted by a recognized credit rating agency at the Paying Agent time of investment. Any interest and other income resulting from such investment shall become a part of the Exchange Fund, and any amounts in excess of the aggregate amounts payable under Section 4.1(a) shall be returned to the holders of Shares pursuant to this Article II; provided that no investment of such deposited funds shall relieve Parent, the Surviving Corporation in accordance with Section 4.2(e). To the extent that there are any losses with respect to any such investments, or the Paying Agent from promptly making Exchange Fund diminishes for any reason below the payments level required by this Article II, and following any losses from any such investment, Parent shall promptly deposit with the Paying Agent by wire transfer of immediately available funds, for the benefit of the holders of Shares, an amount in cash equal to the amount of such losses, which additional funds will be held and disbursed in the same manner as funds initially deposited with the Paying Agent to make prompt cash payment under Section 4.1(a), Parent shall, or shall cause the payments contemplated by this Article II. Any interest Surviving Corporation to, promptly replace or income produced by such investments will be payable restore the cash in the Exchange Fund so as to Merger Sub or Parent, as Parent directs. Parent shall direct ensure that the Exchange Fund is at all times maintained at a level sufficient for the Paying Agent to hold the Exchange Fund for the benefit of the persons entitled to Merger Consideration in accordance with make such payments under Section 2.01 and to make payments from the Exchange Fund in accordance with this Section 2.02. The Exchange Fund shall not be used for any purpose other than to fund payments pursuant to this Section 2.02, except as expressly provided for in this Agreement4.1(a).

Paying Agent. Prior to the Effective Time, Parent shall designate a U.S.-based nationally recognized financial institution reasonably acceptable to the Company to act as agent (the “Paying Agent”) for the benefit of the holders of Shares to receive the Merger Consideration to which such holders shall become entitled pursuant to this Agreement. At or prior to the Effective Time, Parent shall deposit with a U.S.-based nationally recognized financial institution designated by Parent and reasonably acceptable to the Company (the “Paying Agent”), by wire transfer for the benefit of the holders of Shares, a cash amount in immediately available funds, an amount in cash funds equal to the Aggregate Common Stock Merger Consideration (the “Exchange Fund”). The Exchange Fund shall be held in trust by the Paying Agent for the benefit of the holders of Shares that are entitled to receive the Merger Consideration. In the event the Exchange Fund is shall be insufficient to make the payments contemplated by this Article II Section 2.01(a)(i) (including if any Dissenting Company Shares lose their status as suchcease to be Dissenting Shares), Parent shall promptly deposit, or cause to be deposited, additional funds with the Paying Agent, by wire transfer of immediately available funds, Agent in an amount in cash such that the Exchange Fund becomes sufficient to make such payments. Funds made available to the Paying Agent shall, if Parent so elects, shall be invested by the Paying Agent, as directed by XxxxxxParent, in, and only in, in short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the United States of America with maturities of no more than thirty (30) days or in commercial paper obligations rated A-1 or P1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporationdays, pending payment thereof by the Paying Agent to the holders of Shares pursuant to this Article II; provided that no investment of such deposited funds shall relieve Parent, the Surviving Corporation or the Paying Agent from promptly making the payments required by this Article II, and following any losses from any such investment, Parent shall promptly deposit with provide additional funds to the Paying Agent by wire transfer of immediately available fundsAgent, for the benefit of the holders of Shares, an amount in cash equal to the amount of such losses, which additional funds will be held and disbursed in the same manner as funds initially deposited with the Paying Agent to make for payment of the payments contemplated by this Article IIAggregate Merger Consideration. Any interest or income produced by such investments will be payable to Merger Sub or Parent, as Parent directs. Parent shall direct the Paying Agent to hold the Exchange Fund for the benefit of the persons entitled to Merger Consideration in accordance with Section 2.01 former holders of Company Common Stock and to make payments from the Exchange Fund in accordance with this Section 2.022.02(b). The Exchange Fund shall not be used for any purpose other than to fund payments pursuant to this Section 2.022.02(b), except as expressly provided for in this Agreement.

Paying Agent. Prior to the Effective Time, Parent shall designate a U.S.-based nationally recognized financial institution reasonably acceptable to the Company to act as agent (the “Paying Agent”) for the benefit of the holders of Shares to receive the Merger Consideration to which such holders shall become entitled pursuant to this the Agreement. At or prior to the Effective Time, Parent shall deposit with the Paying Agent, by wire transfer of immediately available funds, an amount in cash equal to the sum of the Aggregate Common Stock Consideration (as defined in the Agreement) (the “Exchange Fund”). The Exchange Fund shall be held in trust by the Paying Agent for the benefit of the holders of Shares that are entitled to receive the Merger Consideration. In the event the Exchange Fund is insufficient to make the payments contemplated by this Article II (including if Dissenting Company Shares lose their status as such)ARTICLE II, Parent shall promptly deposit, or cause to be deposited, with the Paying Agent, by wire transfer of immediately available funds, an amount in cash such that the Exchange Fund becomes sufficient to make such payments. Funds made available to the Paying Agent shall, if Parent so elects, be invested by the Paying Agent, as directed by XxxxxxParent, in, and only in, in short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the United States of America with maturities of no more than thirty (30) days or in commercial paper obligations rated A-1 or P1 or better by Xxxxx’x Mxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, pending payment thereof by the Paying Agent to the holders of Shares pursuant to this Article ARTICLE II; provided that no investment of such deposited funds shall relieve Parent, the Surviving Corporation or the Paying Agent from promptly making the payments required by this Article ARTICLE II, and following any losses from any such investment, Parent shall promptly deposit with the Paying Agent by wire transfer of immediately available funds, for the benefit of the holders of Shares, an amount in cash equal to the amount of such losses, which additional funds will be held and disbursed in the same manner as funds initially deposited with the Paying Agent to make the payments contemplated by this Article ARTICLE II. Any interest or income produced by such investments will be payable to Merger Sub or Parent, as Parent directs. Parent shall direct the Paying Agent to hold the Exchange Fund for the benefit of the persons entitled to Merger Consideration in accordance with Section 2.01 and to make payments from the Exchange Fund in accordance with this Section 2.02. The Exchange Fund shall not be used for any purpose other than to fund payments pursuant to this Section 2.02, except as expressly provided for in this the Agreement.

Paying Agent. Prior Parent shall, or shall cause Merger Sub to the Effective Time, Parent shall (i) designate a U.S.-based nationally recognized financial institution bank or trust company reasonably acceptable to the Company to act as agent for the Company Stockholders in connection with the Merger (the “Paying Agent”) for the benefit of the holders of Shares and to receive the Merger Consideration funds to which such holders the Company Stockholders shall become entitled pursuant to this Agreement. At or prior Section 2.1 and (ii) enter into a paying agent agreement, in form and substance reasonably acceptable to the Effective TimeCompany, Parent shall deposit with the Paying Agent, by wire transfer of immediately available funds, an amount in cash equal to the Aggregate Common Stock Consideration (the “Exchange Fund”). The Exchange Fund shall be held in trust by the such Paying Agent for the benefit payment of the holders of Shares that are entitled Merger Consideration other than funds to receive the Merger Consideration. In the event the Exchange Fund is insufficient be paid with respect to make the payments contemplated by Company Stock Rights pursuant to Section 2.4 in accordance with this Article II (including if Dissenting Company Shares lose their status as such)II. At the Closing, Parent or Merger Sub shall promptly deposit, or cause to be deposited, with the Paying Agent, by wire transfer Agent the aggregate Merger Consideration for the benefit of immediately available funds, an amount in cash such that the Exchange Fund becomes sufficient Company Stockholders whose Shares will be converted at the Effective Time into the right to make such paymentsreceive the Merger Consideration. Funds made available to the Paying Agent shall, if Parent so elects, Such funds shall be invested by the Paying Agent, Agent as directed by XxxxxxParent, inpending payment thereof by the Paying Agent to the Company Stockholders; provided, and only inhowever, short-term that such investments shall be in obligations of, of or short-term obligations fully guaranteed as to principal and interest by, by the United States of America with maturities or any agency or instrumentality thereof and backed by the full faith and credit of no more than thirty (30) days or the United States of America, in commercial paper obligations rated A-1 or P1 P-1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, pending payment thereof by respectively, or in certificates of deposit, bank repurchase agreements, or banker’s acceptances of commercial banks with Tier 1 capital exceeding $10 billion (based on the Paying Agent to the holders of Shares pursuant to this Article II; provided that no investment most recent financial statements of such deposited funds shall relieve Parentbank that are then publicly available). To the extent such fund diminishes for any reason below the level required to make payment of the aggregate Merger Consideration, Parent and the Surviving Corporation shall replace or restore the Paying Agent lost portion of such fund so as to ensure that it is sufficient to make such payment at the time such payment is required to be made pursuant to Section 2.2(b). Earnings from promptly making such investments shall be the payments required by this Article IIsole and exclusive property of Parent, and following any losses from any no part of such investment, Parent earnings shall promptly deposit with the Paying Agent by wire transfer of immediately available funds, for accrue to the benefit of the holders of Shares, an amount in cash equal to the amount of such losses, which additional funds will be held and disbursed in the same manner as funds initially deposited with the Paying Agent to make the payments contemplated by this Article II. Any interest or income produced by such investments will be payable to Merger Sub or Parent, as Parent directs. Parent shall direct the Paying Agent to hold the Exchange Fund for the benefit of the persons entitled to Merger Consideration in accordance with Section 2.01 and to make payments from the Exchange Fund in accordance with this Section 2.02. The Exchange Fund shall not be used for any purpose other than to fund payments pursuant to this Section 2.02, except as expressly provided for in this AgreementCompany Stockholders.

Paying Agent. At the Effective Time, Parent shall deposit or shall cause to be deposited with the Paying Agent in a separate fund established for the benefit of the holders of shares of WPZ Common Stock, for payment in accordance with this ARTICLE IV, through the Paying Agent (the "Payment Fund"), immediately available funds in amounts necessary to make the payments pursuant to SECTION 4.2(a) and this SECTION 4.3 to holders of shares of WPZ Common Stock (other than Parent or any wholly-owned Subsidiary of Parent or Merger Subsidiary or holders of Dissenting Shares). The Paying Agent shall, pursuant to irrevocable instructions, pay the Merger Consideration out of the Payment Fund in accordance with SECTION 4.2(a) and this SECTION 4.3. From time to time at or after the Effective Time, Parent shall take all lawful action necessary to make or cause to be made the appropriate cash payments, to holders of Dissenting Shares. Prior to the Effective Time, Parent shall designate a U.S.-based nationally recognized financial institution reasonably acceptable to the Company to act as agent (the “Paying Agent”) for the benefit of the holders of Shares to receive the Merger Consideration to which enter into such holders shall become entitled pursuant to this Agreement. At or prior to the Effective Time, Parent shall deposit appropriate commercial arrangements with the Paying Agent, by wire transfer if any, as may be necessary to ensure effectuation of the immediately available funds, an amount in cash equal to the Aggregate Common Stock Consideration (the “Exchange Fund”)preceding sentence. The Exchange Fund shall be held in trust by the Paying Agent for the benefit shall invest portions of the holders Payment Fund as Parent directs in obligations of Shares that are entitled to receive the Merger Consideration. In the event the Exchange Fund is insufficient to make the payments contemplated or guaranteed by this Article II (including if Dissenting Company Shares lose their status as such), Parent shall promptly deposit, or cause to be deposited, with the Paying Agent, by wire transfer of immediately available funds, an amount in cash such that the Exchange Fund becomes sufficient to make such payments. Funds made available to the Paying Agent shall, if Parent so elects, be invested by the Paying Agent, as directed by Xxxxxx, in, and only in, short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the United States of America with maturities of no more than thirty (30) days or America, in commercial paper obligations rated A-1 or P1 or better by Xxxxx’x receiving the highest investment grade rating from both Xxxxx'x Investors ServiceServices, Inc. or and Standard & Poor’s 's Corporation, pending payment thereof by or in certificates of deposit, bank repurchase agreements or banker's acceptances of commercial banks with capital exceeding $100,000,000 (collectively, "Permitted Investments"); PROVIDED, HOWEVER, that the Paying Agent maturities of Permitted Investments shall be such as to the holders of Shares pursuant to this Article II; provided that no investment of such deposited funds shall relieve Parent, the Surviving Corporation or the Paying Agent from promptly making the payments required by this Article II, and following any losses from any such investment, Parent shall promptly deposit with the Paying Agent by wire transfer of immediately available funds, for the benefit of the holders of Shares, an amount in cash equal to the amount of such losses, which additional funds will be held and disbursed in the same manner as funds initially deposited with permit the Paying Agent to make the payments prompt payment to former holders of WPZ Common Stock entitled thereto as contemplated by this Article IISection. Any interest or income produced by such investments will All earnings on Permitted Investments shall be payable paid to Merger Sub or Parent. If for any reason (including losses) the Payment Fund is inadequate to pay the amounts to which holders of shares of WPZ Common Stock shall be entitled under this SECTION 4.3, as Parent directs. Parent shall direct the Paying Agent to hold the Exchange Fund for the benefit promptly restore such amount of the persons entitled inadequacy to Merger Consideration the Payment Fund, and in accordance with Section 2.01 and to make payments from the Exchange Fund in accordance with this Section 2.02any event shall be liable for payment thereof. The Exchange Payment Fund shall not be used for any purpose other than to fund payments pursuant to this Section 2.02, except as expressly provided for in this Agreement.

Paying Agent. Prior to the Effective Time, Parent shall designate a U.S.-based nationally recognized financial institution reasonably acceptable to the Company to act as agent (the “Paying Agent”) for the benefit of the holders of Shares to receive the Merger Consideration to which such holders shall become entitled pursuant to this Agreement. At or prior to the Effective Time, Parent shall deposit deposit, or shall cause to be deposited, with a bank or trust company that shall be appointed by Parent to act as a paying agent hereunder and approved in advance by the Paying Agent, by wire transfer of immediately available funds, Company in writing (pursuant to an amount agreement in cash equal form and substance reasonably acceptable to Parent and the Aggregate Common Stock Consideration Company) (the “Exchange FundPaying Agent”). The Exchange Fund shall be held , in trust by the Paying Agent for the benefit of the holders of the Shares (other than the Cancelled Shares, Unconverted Shares or Dissenting Shares), cash in U.S. dollars sufficient to pay the aggregate Merger Consideration in exchange for all of the Shares outstanding immediately prior to the Effective Time (other than the Cancelled Shares, Unconverted Shares and Dissenting Shares), payable upon due surrender of the certificates that are entitled immediately prior to receive the Merger ConsiderationEffective Time represented Shares (“Certificates”) (or effective affidavits of loss in lieu thereof) or non-certificated Shares represented by book-entry (“Book-Entry Shares”) pursuant to the provisions of Section 2.1(a) (such cash being hereinafter referred to as the “Payment Fund”). The Paying Agent shall also act as the agent for the applicable 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. Notwithstanding anything to the contrary herein, the Equity Award Consideration will not be deposited with the Paying Agent and will be paid in accordance with Section 2.2. In the event the Exchange Payment Fund is shall be insufficient to make pay the payments contemplated by this Article II (including if Dissenting Company Shares lose their status as suchMerger Consideration in accordance with Section 2.1(a), Parent shall promptly deposit, or cause to be deposited, additional funds with the Paying Agent, by wire transfer of immediately available funds, Agent in an amount in cash such that is equal to the Exchange Fund becomes sufficient shortfall that is required to make such paymentspayment. Funds made available Parent shall use reasonable best efforts to the Paying Agent shall, if Parent so elects, be invested by the Paying Agent, as directed by Xxxxxx, in, and only in, short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the United States of America with maturities of no more than thirty (30) days or in commercial paper obligations rated A-1 or P1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, pending payment thereof by cause the Paying Agent to the holders of Shares pursuant to this Article II; provided that no investment of such deposited funds shall relieve Parentmake, the Surviving Corporation or and the Paying Agent from promptly making the payments required by this Article IIshall make, and following any losses from any such investment, Parent shall promptly deposit with the Paying Agent by wire transfer of immediately available funds, for the benefit delivery of the holders of Shares, an amount in cash equal to the amount of such losses, which additional funds will be held and disbursed in the same manner as funds initially deposited with the Paying Agent to make the payments contemplated by this Article II. Any interest or income produced by such investments will be payable to Merger Sub or Parent, as Parent directs. Parent shall direct the Paying Agent to hold the Exchange Fund for the benefit Consideration out of the persons entitled to Merger Consideration in accordance with Section 2.01 and to make payments from the Exchange Payment Fund in accordance with this Section 2.02. The Exchange Fund Agreement and the Company shall not be used for any purpose other than direct its transfer agent to fund payments pursuant deliver a final record holders list to this Section 2.02, except as expressly provided for in this Agreementthe Paying Agent at least one (1) Business Day prior to the Closing (the “Final Record Holder List”).

Paying Agent. Prior The Escrow Agent (in such role, the "Paying Agent") will effect the payments pursuant to Section 1.1 and the exchange of cash for Company Units which are entitled to payment pursuant to Sections 1.10(c) and 1.10(d). To facilitate such exchange, prior to the Effective TimeClosing the Company or the Paying Agent shall provide the Unitholders with a Letter of Transmittal, Parent substantially in the form of Exhibit E attached hereto (with such reasonable changes thereto as the Paying Agent may require) (the "Letter of Transmittal"). The Company shall designate a U.S.-based nationally recognized financial institution provide to Purchaser, as promptly as reasonably acceptable practicable upon receipt thereof, copies of each Letter of Transmittal delivered to the Company prior to act the Closing. Following the Closing, the Equityholder Representative shall provide to Purchaser, as agent (promptly as reasonably practicable upon receipt thereof, copies of each Letter of Transmittal delivered to the “Equityholder Representative. Upon the Closing, the Paying Agent”) for Agent shall promptly pay each Unitholder that has duly executed and completed a Letter of Transmittal the benefit portion of the holders of Shares to receive the Merger Closing Aggregate Non-Escrow Consideration to which such holders shall become Unitholder is entitled at the Closing pursuant to this Article I in accordance with the Closing Payment Schedule. The Paying Agent shall hold the Closing Aggregate Non-Escrow Consideration and deliver it in accordance with the terms and conditions hereof and the terms and conditions of the Escrow Agreement. At or prior to Immediately following the Effective TimeClosing, Parent shall deposit with the Paying AgentAgent shall pay (and the Escrow Agreement will provide for the Paying Agent to pay) Blocker Holdings the Blocker Closing Consideration, by wire transfer of immediately available funds, an amount in cash equal funds to the Aggregate Common Stock Consideration (account designated for such purpose by Blocker Holdings, automatically and without the “Exchange Fund”)need for a Letter of Transmittal or further instruction from any party. The Exchange Fund Equityholder Representative hereby agrees that the Closing Payments Memorandum (as defined in the Escrow Agreement) delivered to the Escrow Agent (as Paying Agent) shall in all respects be held consistent with the Closing Payment Schedule. After the Closing, promptly after receipt by the Equityholder Representative of a duly executed and completed Letter of Transmittal by a Unitholder, a copy of which is provided by the Equityholder Representative to Purchaser in trust accordance herewith, the Equityholder Representative and the Purchaser shall deliver joint written instructions to the Escrow Agent (as Paying Agent) to release from the Closing Date Holdback (as defined in the Escrow Agreement) the portion of the Closing Aggregate Non-Escrow Consideration to which such Unitholder is entitled at the Closing pursuant to Article I, in accordance with the Closing Payment Schedule (solely to the extent no such payment to such Unitholder was already made by the Paying Agent for under the benefit of the holders of Shares that are entitled to receive the Merger Consideration. In the event the Exchange Fund is insufficient to make the payments contemplated by this Article II (including if Dissenting Company Shares lose their status as suchClosing Payments Memorandum), Parent shall promptly deposit, or cause to be deposited, with the Paying Agent, by wire transfer of immediately available funds, an amount in cash such that the Exchange Fund becomes sufficient to make such payments. Funds made available to the Paying Agent shall, if Parent so elects, be invested by the Paying Agent, as directed by Xxxxxx, in, and only in, short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the United States of America with maturities of no more than thirty (30) days or in commercial paper obligations rated A-1 or P1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, pending payment thereof by the Paying Agent to the holders of Shares pursuant to this Article II; provided that no investment of such deposited funds shall relieve Parent, the Surviving Corporation or the Paying Agent from promptly making the payments required by this Article II, and following any losses from any such investment, Parent shall promptly deposit with the Paying Agent by wire transfer of immediately available funds, for the benefit of the holders of Shares, an amount in cash equal to the amount of such losses, which additional funds will be held and disbursed in the same manner as funds initially deposited with the Paying Agent to make the payments contemplated by this Article II. Any interest or income produced by such investments will be payable to Merger Sub or Parent, as Parent directs. Parent shall direct the Paying Agent to hold the Exchange Fund for the benefit of the persons entitled to Merger Consideration in accordance with Section 2.01 and to make payments from the Exchange Fund in accordance with this Section 2.02. The Exchange Fund shall not be used for any purpose other than to fund payments pursuant to this Section 2.02, except as expressly provided for in this Agreement.

Paying Agent. Prior to the Effective Time, Parent TAGTCR shall designate appoint a U.S.-based nationally recognized financial institution bank or trust company reasonably acceptable to the Company to act as paying agent (the “"Paying Agent”") for the payment of the Merger Consideration, and TAGTCR shall deposit or shall cause to be deposited with the Paying Agent in a separate fund established for the benefit of the holders of Shares to receive the Merger Consideration to which such holders shall become entitled pursuant to shares of Company Common Stock, for payment in accordance with this Agreement. At or prior to the Effective TimeArticle II, Parent shall deposit with the Paying Agent, by wire transfer of immediately available funds, an amount in cash equal to the Aggregate Common Stock Consideration (the “Exchange Fund”). The Exchange Fund shall be held in trust by through the Paying Agent for (the benefit of the holders of Shares that are entitled to receive the Merger Consideration. In the event the Exchange Fund is insufficient "Payment Fund"), immediately available funds in amounts necessary to make the payments contemplated by pursuant to Section 2.2(a) and this Article II Section 2.3 to holders of shares of Company Common Stock (including if other than the Company or TAGTCR or holders of Dissenting Company Shares lose their status as suchShares), Parent shall promptly deposit, or cause to be deposited, with the Paying Agent, by wire transfer of immediately available funds, an amount in cash such that the Exchange Fund becomes sufficient to make such payments. Funds made available to the The Paying Agent shall, if Parent so electspursuant to irrevocable instructions, be invested pay the Merger Consideration out of the Payment Fund. The Paying Agent shall invest portions of the Payment Fund as TAGTCR directs in obligations of or guaranteed by the Paying Agent, as directed by Xxxxxx, in, and only in, short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the United States of America with maturities of no more than thirty (30) days or America, in commercial paper obligations rated A-1 or P1 or better by Xxxxx’x Investors Servicereceiving the highest investment grade rating from both Moodx'x Xxxestors Services, Inc. or and Standard & Poor’s 's Corporation, pending payment thereof by or in certificates of deposit, bank repurchase agreements or banker's acceptances of commercial banks with capital exceeding $1,000,000,000 (collectively, "Permitted Investments"); provided, however, that the Paying Agent maturities of Permitted Investments shall be such as to the holders of Shares pursuant to this Article II; provided that no investment of such deposited funds shall relieve Parent, the Surviving Corporation or the Paying Agent from promptly making the payments required by this Article II, and following any losses from any such investment, Parent shall promptly deposit with the Paying Agent by wire transfer of immediately available funds, for the benefit of the holders of Shares, an amount in cash equal to the amount of such losses, which additional funds will be held and disbursed in the same manner as funds initially deposited with permit the Paying Agent to make the payments prompt payment to former holders of Company Common Stock entitled thereto as contemplated by this Article IISection 2.3. Any interest or income produced by such investments will The Surviving Corporation shall cause the Payment Fund to be payable promptly replenished to Merger Sub or Parent, the extent of any losses incurred as Parent directsa result of Permitted Investments. Parent All earnings on Permitted Investments shall direct be paid to the Paying Agent Surviving Corporation. If for any reason (including losses) the Payment Fund is inadequate to hold pay the Exchange Fund for the benefit amounts to which holders of the persons shares of Company Common Stock shall be entitled to Merger Consideration in accordance with Section 2.01 and to make payments from the Exchange Fund in accordance with under this Section 2.022.3, the Surviving Corporation shall in any event be liable for payment thereof. The Exchange Payment Fund shall not be used for any purpose other than to fund payments pursuant to this Section 2.02, except as expressly provided for in this Agreement.

Paying Agent. Prior to the Effective Offer Acceptance Time, Parent shall (i) designate a U.S.-based nationally recognized financial institution bank or trust company reasonably acceptable to the Company to act as agent (the “Depository Agent”) for the holders of shares of Company Common Stock to receive the aggregate Offer Price in accordance with Section 1.01(b) and to act as agent (the “Paying Agent”) for the benefit of the holders of Shares shares of Company Common Stock to receive the aggregate Merger Consideration in accordance with this Article II and (ii) enter into an agreement with such bank or trust company relating to which such holders the Depository Agent’s and the Paying Agent’s responsibilities with respect thereto in a form reasonably acceptable to the Company (the “Paying Agent Agreement”). At or prior to the Offer Acceptance Time, Parent shall become entitled deposit or shall cause to be deposited with the Depository Agent an amount in cash sufficient to pay the aggregate Offer Price payable pursuant to this Agreement. At Section 1.01(b) and at or prior to the Effective Time, Parent shall deposit with the Paying Agent, by wire transfer of immediately available funds, an amount in cash equal to the Aggregate Common Stock Consideration (the “Exchange Fund”). The Exchange Fund shall be held in trust by the Paying Agent for the benefit of the holders of Shares that are entitled to receive the Merger Consideration. In the event the Exchange Fund is insufficient to make the payments contemplated by this Article II (including if Dissenting Company Shares lose their status as such), Parent shall promptly deposit, or cause to be deposited, with the Paying Agent, by wire transfer of immediately available funds, an amount in cash such that the Exchange Fund becomes sufficient to make such payments. Funds made available to the Paying Agent shall, if Parent so elects, be invested by the Paying Agent, as directed by Xxxxxx, in, and only in, short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the United States of America with maturities of no more than thirty (30) days or in commercial paper obligations rated A-1 or P1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, pending payment thereof by the Paying Agent to the holders of Shares pursuant to this Article II; provided that no investment of such deposited funds shall relieve Parent, the Surviving Corporation or the Paying Agent from promptly making the payments required by this Article II, and following any losses from any such investment, Parent shall promptly deposit with the Paying Agent by wire transfer of immediately available funds, for the benefit of the holders of Shares, an amount in cash equal to the amount of such losses, which additional funds will be held and disbursed in the same manner as funds initially deposited with the Paying Agent an amount in cash sufficient to make pay the payments contemplated by this Article II. Any interest or income produced by aggregate Merger Consideration payable pursuant to Section 2.01(c) (such investments will be payable to Merger Sub or Parentcash deposited with the Depository Agent and the Paying Agent being hereinafter referred to, collectively, as Parent directsthe “Payment Fund”). Parent shall direct or shall cause the Surviving Corporation to promptly provide additional funds to the Paying Agent as necessary to ensure that the Payment Fund is at all times maintained at a level sufficient for the Depository Agent to make all payments of the Offer Price in accordance with Section 1.01(b) and for the Paying Agent to hold the Exchange Fund for the benefit make all payments of the persons entitled to Merger Consideration in accordance with Section 2.01 this Article II, which such additional funds shall be deemed to be part of the Payment Fund. Any interest and other income resulting from any investments of the Payment Fund by parent shall be paid to, and be the property of, Parent. No investment losses resulting from investment of the funds deposited with the Paying Agent shall diminish the rights of any holder of shares of Company Common Stock to make payments from receive the Exchange Fund in accordance with this Section 2.02. The Exchange Fund shall not be used for any purpose other than to fund payments pursuant to this Section 2.02, except Offer Price or the Merger Consideration as expressly provided for in this Agreementherein.

Paying Agent. Prior to the Effective Time, Parent Acquiror shall designate appoint a U.S.-based nationally recognized financial institution designated by Acquiror and reasonably acceptable to the Company to act as agent (the “Paying Agent”) to act as the agent for the benefit purpose of the holders of Shares to receive exchanging for the Merger Consideration the Certificates or book-entry shares which immediately prior to which such holders shall become entitled pursuant to this Agreementthe Effective Time represented the Company Common Shares (the “Book-Entry Shares”). At or prior Prior to the Effective Time, Parent Acquiror shall deposit deposit, with the Paying Agent, by wire transfer of immediately available funds, an amount in cash equal sufficient funds to pay the Aggregate Common Stock Merger Consideration (the “Exchange Fund”). The Exchange Fund shall be held in trust by the Paying Agent If for the benefit of the holders of Shares that are entitled to receive the Merger Consideration. In the event any reason (including losses) the Exchange Fund is insufficient inadequate to make pay the payments contemplated by this Article II (including if Dissenting Company Shares lose their status as such)amounts to which holders of shares shall be entitled under Section 2.1(a) at the times necessary for such payments, Parent Acquiror shall promptly deposit, take all steps necessary to enable or cause the Surviving Corporation promptly to be deposited, deposit in trust additional cash with the Paying Agent, by wire transfer of immediately available funds, an amount in cash such that the Exchange Fund becomes Agent sufficient to make such paymentsall payments when due required under this Agreement, and Acquiror and the Surviving Corporation shall in any event be liable for the payment thereof. Funds made available to the Paying Agent shall, if Parent so elects, shall be invested by the Paying Agent, as directed by XxxxxxAcquiror, in, and only in, : (i) short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, of the United States of America with maturities of no more than thirty 30 days, (30ii) days or in commercial paper obligations rated A-1 or P1 P-1 or better by Xxxxx’x Investors ServiceServices, Inc. or Standard & Poor’s, respectively, or (iii) deposit accounts, certificates of deposit or banker’s Corporationacceptances of, repurchase or reverse repurchase agreements with, or Eurodollar time deposits purchased from, commercial banks, each of which has capital, surplus and undivided profits aggregating more than $1.0 billion (based on the most recent financial statements of such bank which are then publicly available at the SEC or otherwise), in each case, pending payment thereof by the Paying Agent to the holders of Shares pursuant to this Article II; provided that no investment . Subject to the terms of such deposited funds shall relieve Parentthis Agreement, the Surviving Corporation or the Paying Agent from promptly making shall, pursuant to irrevocable instructions, deliver the payments required by this Article II, and following any losses from any such investment, Parent shall promptly deposit with the Paying Agent by wire transfer of immediately available funds, for the benefit cash to be paid pursuant to Section 2.1 out of the holders of Shares, an amount in cash equal to the amount of such losses, which additional funds will be held and disbursed in the same manner as funds initially deposited with the Paying Agent to make the payments contemplated by this Article II. Any interest or income produced by such investments will be payable to Merger Sub or Parent, as Parent directs. Parent shall direct the Paying Agent to hold the Exchange Fund for the benefit of the persons entitled to Merger Consideration in accordance with Section 2.01 and to make payments from the Exchange Fund in accordance with this Section 2.02Fund. The Exchange Fund shall not be used for any purpose other than to fund payments pursuant to this Section 2.02, except as expressly provided for in this Agreementpurpose.

Paying Agent. Prior Sponsor shall select, with the Company’s prior approval (such approval not to the Effective Timebe unreasonably withheld, Parent shall designate delayed or conditioned), a U.S.-based nationally recognized financial institution reasonably acceptable to the Company to act as paying agent (the “Paying Agent”) ), who shall also act as agent for the benefit of the holders of the Election Eligible Shares to receive for the Merger Consideration to which such holders purpose of receiving and holding their Form of Election in Merger, Certificates and Book-Entry Shares and shall become entitled pursuant to this Agreementobtain no rights or interests in the shares represented thereby. At or prior to the Effective Time, Parent Sponsor shall deposit deposit, or shall cause to be deposited, with the Paying Agent, by wire transfer of immediately available funds, an amount in cash equal to the Aggregate Common Stock Consideration (the “Exchange Fund”). The Exchange Fund shall be held in trust by the Paying Agent for the benefit of the holders of Shares that are entitled Class A Shares, a cash amount in immediately available funds necessary for the Paying Agent to receive make payments of the Merger Considerationaggregate Per Share Cash Consideration under Section 4.2(a) (for the avoidance of doubt, taking into account the proration as set forth in Sections 4.3(c) and 4.3(d)) (such deposit being hereinafter referred to as the “Exchange Fund”). In The paying agent agreement pursuant to which Sponsor shall appoint the event Paying Agent shall be in form and substance reasonably acceptable to the Company. The Paying Agent shall invest the cash portion of the Exchange Fund is insufficient to make the payments contemplated by this Article II (including if Dissenting Company Shares lose their status as such), Parent shall promptly deposit, or cause to be deposited, with the Paying Agent, by wire transfer of immediately available funds, an amount in cash such that the Exchange Fund becomes sufficient to make such payments. Funds made available to the Paying Agent shall, if Parent so elects, be invested by the Paying Agent, as directed by Xxxxxx, in, and only in, short-term Sponsor; provided that such investments shall be in obligations of, of or short-term obligations fully guaranteed as to principal and interest by, by the United States of America with maturities of no more than thirty (30) days or America, in commercial paper obligations rated A-1 or P1 P-1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, pending respectively, in certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $1 billion, or in money market funds having a rating in the highest investment category granted by a recognized credit rating agency at the time of investment. To the extent that there are losses with respect to such investments, or the Exchange Fund diminishes for other reasons below the level required to make prompt cash payment thereof by of the Paying Agent aggregate Per Share Cash Consideration (for the avoidance of doubt, taking into account the proration as set forth in Sections 4.3(c) and 4.3(d)) for all Election Eligible Shares as contemplated hereby, Sponsor shall promptly replace or restore the cash in the Exchange Fund lost through such investments or other events so as to ensure that the holders Exchange Fund is at all times maintained at a level sufficient to make such cash payments. Any interest and other income resulting from such investment shall become a part of Shares pursuant the Exchange Fund, and any amounts in excess of the amounts payable under Section 4.2(a) shall be promptly returned to this Article II; provided that no investment of such deposited funds shall relieve ParentSponsor. At the Effective Time, the Surviving Corporation Company shall deposit, or the Paying Agent from promptly making the payments required by this Article IIshall cause to be deposited, and following any losses from any such investment, Parent shall promptly deposit with the Paying Agent by wire transfer of immediately available funds, for the benefit of the holders of Special Dividend Shares, an a cash amount in cash equal to the amount of such losses, which additional immediately available funds will be held and disbursed in the same manner as funds initially deposited with necessary for the Paying Agent to make the payments contemplated by this Article II. Any interest or income produced by such investments will be payable to Merger Sub or Parent, as Parent directs. Parent shall direct the Paying Agent to hold the Exchange Fund for the benefit of the persons entitled to Merger Consideration Special Dividend in accordance with Section 2.01 4.1(a)(ii), which amount shall be deposited and to make payments held in a segregated account from the Exchange Fund in accordance with this Section 2.02. The Exchange Fund shall not be used for any purpose other than to fund payments pursuant to this Section 2.02, except as expressly provided for in this AgreementFund.

Paying Agent. Prior to the Effective Time, Parent shall designate appoint a U.S.-based nationally recognized financial institution reasonably acceptable paying agent mutually agreeable to the Company and Parent to act as paying agent (the “Paying Agent”) for the benefit payment of the holders of Shares to receive Merger Consideration. On the Merger Consideration to which such holders shall become entitled pursuant to this Agreement. At or Closing Date and prior to the Effective Timefiling of the Certificate of Merger, Parent shall deposit or shall cause to be deposited with the Paying Agent, by wire transfer of immediately available funds, an amount in cash equal to the Aggregate Common Stock Consideration (the “Exchange Fund”). The Exchange Fund shall be held in trust by the Paying Agent a separate fund established for the benefit of the holders of Shares that are entitled shares of the Company Capital Stock for payment in accordance with this Article II, immediately available funds constituting an amount equal to receive the Merger Consideration. In the event the Exchange Fund Consideration that is insufficient to make the payments contemplated by this Article II payable in respect of all shares of Company Capital Stock (including if Dissenting Company Shares lose their status such aggregate amount as such), Parent shall promptly deposit, or cause to be deposited, deposited with the Paying Agent, by wire transfer of immediately available funds, an amount in cash such that the Exchange Fund becomes sufficient to make such payments“Payment Fund”). Funds made available to the The Paying Agent shall, if Parent so electspursuant to irrevocable instructions, deliver the Merger Consideration payable pursuant to Section 1.4 out of the Payment Fund. The Payment Fund shall be invested by the Paying Agent, as directed by Xxxxxx, in, and only in, in short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, of the United States of America with maturities of no more than thirty (30) days or guaranteed by the United States of America and backed by the full faith and credit of the United States of America or in commercial paper obligations rated A-1 or P1 P-1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, pending payment thereof by respectively; provided, however, that any interest or other income resulting from the Paying Agent investment of the Payment Fund shall be solely for the account of Parent or the Surviving Corporation. If for any reason (including losses) the Payment Fund is inadequate to pay the amounts to which holders of Shares pursuant shares of Company Capital Stock are entitled under Section 1.4, Parent shall take all steps necessary to this Article II; provided that no investment of such deposited funds shall relieve Parent, enable or cause the Surviving Corporation or the Paying Agent from promptly making the payments required by this Article II, and following any losses from any such investment, Parent shall promptly to deposit additional cash with the Paying Agent by wire transfer of immediately available funds, for the benefit of the holders of Shares, an amount in cash equal to the amount of such losses, which additional funds will be held and disbursed in the same manner as funds initially deposited with the Paying Agent sufficient to make all payments required under this Agreement, and Parent and the payments contemplated by this Article II. Any interest or income produced by such investments will Surviving Corporation shall in any event be payable to Merger Sub or Parent, as Parent directs. Parent shall direct the Paying Agent to hold the Exchange Fund liable for the benefit of the persons entitled to Merger Consideration in accordance with Section 2.01 and to make payments from the Exchange Fund in accordance with this Section 2.02payment thereof. The Exchange Payment Fund shall not be used for any purpose other than to fund payments pursuant to this Section 2.02, except as expressly provided purpose. Parent shall pay all charges and expenses of the Paying Agent in connection with the exchange of shares for in this Agreementthe Merger Consideration.

Paying Agent. Prior to the Effective Time, Parent Community shall designate a U.S.-based nationally recognized financial institution registered transfer agent or bank or trust company reasonably acceptable to the Company Kinderhook to act as the paying agent in connection with the Merger (the “Paying Agent”). The Paying Agent shall also act as the agent for Kinderhook’s shareholders (other than with respect to Kinderhook Restricted Shares) for the benefit purpose of receiving and holding their Kinderhook Certificates and Book-Entry Shares and shall obtain no rights or interests in the holders of Shares to receive the Merger Consideration to which such holders shall become entitled pursuant to this Agreementshares represented thereby. At or least one Business Day prior to the Effective Time, Parent Community shall deposit with the Paying Agent, by wire transfer of immediately available funds, an amount in cash equal to the Aggregate Common Stock Consideration (the “Exchange Fund”). The Exchange Fund shall be held in trust by the Paying Agent for the benefit of the holders of Shares that are entitled to receive the Merger Consideration. In the event the Exchange Fund is insufficient to make the payments contemplated by this Article II (including if Dissenting Company Shares lose their status as such), Parent shall promptly deposit, or cause to be deposited, with the Paying Agent, by wire transfer of cash in immediately available funds, funds in an amount in cash such that the Exchange Fund becomes sufficient to make pay the aggregate Merger Consideration, Series A Consideration and Series C Consideration (such payments. Funds made available to the Paying Agent shall, if Parent so elects, be invested by the Paying Agent, as directed by Xxxxxx, in, and only in, short-term obligations of, or short-term obligations fully guaranteed as to principal and interest bycash amount, the United States of America with maturities of no more than thirty (30) days or “Exchange Fund”), in commercial paper obligations rated A-1 or P1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, pending payment thereof by the Paying Agent to the holders of Shares pursuant to this Article II; provided that no investment of such deposited funds shall relieve Parent, the Surviving Corporation or the Paying Agent from promptly making the payments required by this Article II, and following any losses from any such investment, Parent shall promptly deposit with the Paying Agent by wire transfer of immediately available fundseach case, for the sole benefit of the holders of Sharesshares of Kinderhook Common Stock and Kinderhook Preferred Stock. In the event the Exchange Fund shall be insufficient to pay the aggregate Merger Consideration, an amount in cash equal to the amount of such lossesSeries A Consideration and Series C Consideration, which Community shall promptly deposit additional funds will be held and disbursed in the same manner as funds initially deposited with the Paying Agent in an amount which is equal to the deficiency in the amount required to make the payments contemplated by this Article IIsuch payment. Any interest or income produced by such investments will be payable to Merger Sub or Parent, as Parent directs. Parent Community shall direct cause the Paying Agent to hold make, and the Exchange Fund for the benefit Paying Agent shall make, delivery of the persons entitled to Merger Consideration, the Series A Consideration in accordance with Section 2.01 and to make payments from the Series C Consideration out of the Exchange Fund in accordance with this Section 2.02Agreement. The Exchange Fund shall not be used for any purpose other than to fund payments pursuant to this Section 2.02, except as that is not expressly provided for in this Agreement.. The Exchange Fund shall be invested by the Paying Agent as reasonably directed by Community; provided, however, that no such investment or loss thereon shall affect the amounts payable to holders of Kinderhook Certificates or Book-Entry Shares pursuant to this Article 2. Any interest and other income resulting from such investments shall be paid to Community on the earlier of

Paying Agent. Prior to the Effective Time, Parent shall designate appoint a U.S.-based nationally recognized financial institution bank or trust company reasonably acceptable to the Company to act as the paying agent for the payment of the Merger Consideration to the holders of shares of Common Stock (the “Paying Agent”) for the benefit of the holders of Shares to receive the Merger Consideration to which such holders shall become entitled pursuant to this Agreement). At or prior to the Effective Time, Parent shall deposit deposit, or cause to be deposited, with the Paying Agent, by wire transfer of immediately available funds, Agent cash in an amount in cash equal to the Aggregate Common Stock Consideration (the “Exchange Fund”). The Exchange Fund shall be held in trust by the Paying Agent for the benefit of the holders of Shares that are entitled to receive the Merger Consideration. In the event the Exchange Fund is insufficient sufficient to make the payments contemplated by this Article II Section 2.6(a) in accordance with the procedures set forth in Section 2.7(h) (including if Dissenting Company Shares lose their status as suchsuch funds, the “Payment Fund”). In the event the Payment Fund shall be insufficient to make all such payments, Parent shall promptly deposit, or cause to be deposited, additional funds with the Paying Agent, by wire transfer of immediately available funds, Agent in an amount equal to the deficiency in cash such that the Exchange Fund becomes sufficient amount of funds required to make such payments. Funds made available to the Paying Agent shall, if Parent so elects, The Payment Fund shall be invested by the Paying Agent, Agent as directed by XxxxxxParent or the Surviving Corporation, inin their sole discretion, pending payment thereof by the Paying Agent to the holders of the shares of Common Stock and only inPreferred Stock entitled thereto; provided, short-term however, that (i) no such investment or losses thereon shall affect the Merger Consideration payable to the holders of Common Stock and following any losses Parent shall promptly provide additional funds to the Paying Agent for the benefit of the holders of the shares of the Common Stock in the amount of any such losses and (ii) such investments shall be in obligations of, of or short-term obligations fully guaranteed as to principal and interest by, by the United States of America with maturities or any agency or instrumentality thereof and backed by the full faith and credit of no more than thirty (30) days or the United States of America, in commercial paper obligations rated A-1 or P1 P-1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, pending payment thereof by respectively, or in certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $1 billion (based on the Paying Agent to the holders of Shares pursuant to this Article II; provided that no investment most recent financial statements of such deposited funds bank that are then publicly available). Earnings from such investments shall relieve Parent, be the sole and exclusive property of Parent and the Surviving Corporation or the Paying Agent from promptly making the payments required by this Article IICorporation, and following any losses from any no part of such investment, Parent earnings shall promptly deposit with the Paying Agent by wire transfer of immediately available funds, for accrue to the benefit of the holders of Shares, an amount in cash equal to the amount shares of such losses, which additional funds will be held and disbursed in the same manner as funds initially deposited with the Paying Agent to make the payments contemplated by this Article II. Any interest or income produced by such investments will be payable to Merger Sub or Parent, as Parent directs. Parent shall direct the Paying Agent to hold the Exchange Fund for the benefit of the persons entitled to Merger Consideration in accordance with Section 2.01 and to make payments from the Exchange Fund in accordance with this Section 2.02. The Exchange Fund shall not be used for any purpose other than to fund payments pursuant to this Section 2.02, except as expressly provided for in this AgreementCommon Stock.

Paying Agent. Prior to the Effective Time, Parent shall designate a Broadridge Corporate Issuer Solutions, Inc. or another U.S.-based nationally recognized financial institution reasonably acceptable to the Company to act as agent (the “Paying Agent”) for the benefit of the holders of Shares (other than Excluded Shares and Restricted Shares) to receive the Merger Consideration to which such holders shall become entitled pursuant to this Agreement. At or prior Prior to the Effective Time, Parent shall deposit deposit, or cause to be deposited, with the Paying Agent, by wire transfer of immediately available funds, an amount in cash equal sufficient to pay the Aggregate Common Stock Consideration (such aggregate amount of cash being hereinafter referred to as the “Exchange Fund”). The Exchange Fund shall be held in trust by the Paying Agent for the benefit of the holders of Shares that are entitled to receive the Merger Consideration. For purposes of determining the aggregate amount to be so deposited, Parent shall assume that no stockholder of the Company shall perfect any right to appraisal of such stockholder’s Shares. In the event the Exchange Fund is insufficient to make the payments contemplated by this Article II (including if Dissenting Company Shares lose their status as such)ARTICLE II, Parent shall promptly deposit, or cause to be deposited, with the Paying Agent, by wire transfer of immediately available funds, an amount in cash such that the Exchange Fund becomes sufficient to make such payments. Funds made available to the Paying Agent shall, if Parent so elects, shall be invested by the Paying Agent, as directed by XxxxxxParent, in, and only in, in short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the United States of America with maturities of no more than thirty (30) days or in commercial paper obligations rated A-1 or P1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporationdays, pending payment thereof by the Paying Agent to the holders of Shares pursuant to this Article ARTICLE II; provided that no investment of such deposited funds shall relieve Parent, the Surviving Corporation or the Paying Agent from promptly making the payments required by this Article ARTICLE II, and following any losses from any such investment, Parent shall promptly deposit deposit, or cause to be deposited, with the Paying Agent by wire transfer of immediately available funds, for the benefit of the holders of Shares, an amount in cash equal to the amount of such losses, which additional funds will be held and disbursed in the same manner as funds initially deposited with the Paying Agent to make the payments contemplated by this Article ARTICLE II. Any interest or income produced by such investments will be payable to Merger Sub or Parent, as Parent directs. Parent or Sub, as Parent directs, shall be treated as the owner of the Exchange Fund for all Tax reporting purposes, and any interest or other income earned from the Exchange Fund shall be treated as the income of Sub or Parent, as applicable. The Paying Agent shall report such interest or other income as required by applicable Law. Parent shall direct the Paying Agent to hold the Exchange Fund for the benefit of the persons entitled to Merger Consideration in accordance with Section 2.01 and to make payments from the Exchange Fund in accordance with this Section 2.02. The Exchange Fund shall not be used for any purpose other than to fund payments pursuant to this Section 2.02, except as expressly provided for in this Agreement.

Paying Agent. Prior to the Effective Time, Parent TAGTCR shall designate appoint a U.S.-based nationally recognized financial institution bank or trust company reasonably acceptable to the Company to act as paying agent (the “"Paying Agent”") for the payment of the Merger Consideration, and TAGTCR shall deposit or shall cause to be deposited with the Paying Agent in a separate fund established for the benefit of the holders of Shares to receive the Merger Consideration to which such holders shall become entitled pursuant to shares of Company Common Stock, for payment in accordance with this Agreement. At or prior to the Effective TimeArticle II, Parent shall deposit with the Paying Agent, by wire transfer of immediately available funds, an amount in cash equal to the Aggregate Common Stock Consideration (the “Exchange Fund”). The Exchange Fund shall be held in trust by through the Paying Agent for (the benefit of the holders of Shares that are entitled to receive the Merger Consideration. In the event the Exchange Fund is insufficient "Payment Fund"), immediately available funds in amounts necessary to make the payments contemplated by pursuant to Section 2.2(a)(i) and this Article II Section 2.3 to holders of shares of Company Common Stock (including if other than the Company or TAGTCR or holders of Dissenting Company Shares lose their status as suchShares), Parent shall promptly deposit, or cause to be deposited, with the Paying Agent, by wire transfer of immediately available funds, an amount in cash such that the Exchange Fund becomes sufficient to make such payments. Funds made available to the The Paying Agent shall, if Parent so electspursuant to irrevocable instructions, be invested pay the Merger Consideration out of the Payment Fund. The Paying Agent shall invest portions of the Payment Fund as TAGTCR directs in obligations of or guaranteed by the Paying Agent, as directed by Xxxxxx, in, and only in, short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the United States of America with maturities of no more than thirty (30) days or America, in commercial paper obligations rated A-1 or P1 or better by Xxxxx’x Investors Servicereceiving the highest investment grade rating from both Moodx'x Xxxestors Services, Inc. or and Standard & Poor’s 's Corporation, pending payment thereof by or in certificates of deposit, bank repurchase agreements or banker's acceptances of commercial banks with capital exceeding $1,000,000,000 (collectively, "Permitted Investments"); provided, however, that the Paying Agent maturities of Permitted Investments shall be such as to the holders of Shares pursuant to this Article II; provided that no investment of such deposited funds shall relieve Parent, the Surviving Corporation or the Paying Agent from promptly making the payments required by this Article II, and following any losses from any such investment, Parent shall promptly deposit with the Paying Agent by wire transfer of immediately available funds, for the benefit of the holders of Shares, an amount in cash equal to the amount of such losses, which additional funds will be held and disbursed in the same manner as funds initially deposited with permit the Paying Agent to make the payments prompt payment to former holders of Company Common Stock entitled thereto as contemplated by this Article IISection 2.3. Any interest or income produced by such investments will The Surviving Corporation shall cause the Payment Fund to be payable promptly replenished to Merger Sub or Parent, the extent of any losses incurred as Parent directsa result of Permitted Investments. Parent All earnings on Permitted Investments shall direct be paid to the Paying Agent Surviving Corporation. If for any reason (including losses) the Payment Fund is inadequate to hold pay the Exchange Fund for the benefit amounts to which holders of the persons shares of Company Common Stock shall be entitled to Merger Consideration in accordance with Section 2.01 and to make payments from the Exchange Fund in accordance with under this Section 2.022.3, the Surviving Corporation shall in any event be liable for payment thereof. The Exchange Fund shall not be used for any purpose other than to fund payments pursuant to this Section 2.02, except as expressly provided for in this Agreement.The

Paying Agent. Prior The Person referred to in Section 5.5(a) of the Effective TimeCompany Disclosure Letter, Parent shall designate a U.S.-based or another nationally recognized financial institution reasonably acceptable to paying agent selected by the Company to Company, shall act as the paying and exchange agent (the “Paying Agent”) for in the benefit of the holders of Shares to receive the Merger Consideration to which such holders shall become entitled pursuant to this AgreementMerger. At or prior Prior to the Effective TimeClosing Date, Parent, the Company and the Stockholder Representative shall enter into an agreement with the Paying Agent (the “Paying Agent Agreement”) which shall have customary terms and shall provide that, (i) on the Closing Date, Parent shall deposit with the Paying Agent, by wire transfer for the benefit of immediately available fundsand payment to the Stockholders, the Closing Payment Fund, and (ii) on each Future Payment Date, Parent or the Escrow Agent, as applicable, shall deposit with the Paying Agent, for the benefit of and payment to the Holders, an amount in cash equal to such Future Payment payable to the Aggregate Common Stock Consideration Holders in accordance with this Agreement, including each Milestone Payment due and payable pursuant to Section 5.3(a), (each such deposit, a “Future Payment Fund” and, together with the Closing Payment Fund, the “Exchange FundPayment Funds”). The Exchange Fund shall be held in trust by the Paying Agent for the benefit of the holders of Shares that are entitled to receive the Merger Consideration. In the event the Exchange Fund is insufficient to make the payments contemplated by this Article II (including if Dissenting Company Shares lose their status as such), Parent shall promptly deposit, or cause to be deposited, with the Paying Agent, ) by wire transfer of immediately available funds, funds to an amount in cash such that the Exchange Fund becomes sufficient to make such payments. Funds made available to account specified by the Paying Agent shall, if Parent so elects, in writing no later than two (2) Business Days prior to each Future Payment Date. The Paying Agent Agreement shall provide that the Payment Funds shall be invested held and disbursed by the Paying Agent, as directed by Xxxxxx, in, and only in, short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the United States of America with maturities of no more than thirty (30) days or in commercial paper obligations rated A-1 or P1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, pending payment thereof by the Paying Agent to the holders of Shares pursuant to this Article II; provided that no investment of such deposited funds shall relieve Parent, the Surviving Corporation or the Paying Agent from promptly making the payments required by this Article II, and following any losses from any such investment, Parent shall promptly deposit with the Paying Agent by wire transfer of immediately available funds, for the benefit of the holders of Shares, an amount in cash equal to the amount of such losses, which additional funds will be held and disbursed in the same manner as funds initially deposited with the Paying Agent to make the payments contemplated by this Article II. Any interest or income produced by such investments will be payable to Merger Sub or Parent, as Parent directs. Parent shall direct cause the Paying Agent to hold and disburse the Exchange Fund for the benefit of the persons entitled to Merger Consideration in accordance with Section 2.01 and to make payments from the Exchange Fund Payment Funds, in accordance with this Section 2.025.5 and the Spreadsheet. The Exchange Paying Agent shall hold the Payment Funds in segregated accounts on behalf of the Holders and use the Closing Payment Fund shall not be used and each Future Payment Fund for the sole purpose of delivery of the Per Share Closing Consideration to the Stockholders and the delivery of the applicable portion of each Future Payment, if any, to the Holders, respectively, in accordance with the terms of this Agreement. At the election of any purpose other than Holder who is to fund payments pursuant to receive in excess of $1,000,000 in connection with the transactions by this Section 2.025.5, except as expressly provided for the Paying Agent shall make any cash payment in excess of $1,000,000 by wire transfer. Notwithstanding anything to the contrary contained in this Agreement, from and after the Effective Time, the Spreadsheet may be amended by a written statement delivered by the Stockholder Representative to the Paying Agent, Parent and the Surviving Company. Parent, the Surviving Company and the Paying Agent shall cooperate to implement procedures to effect any required withholding of Taxes with respect to any payments specified to be made through the Paying Agent to former holders of Company Options.

Paying Agent. Prior to the Effective Time, Parent shall designate a Xxxxx Fargo Bank, N.A., or another U.S.-based nationally recognized financial institution reasonably acceptable to the Company to act as agent (the “Paying Agent”) for the benefit of the holders of Shares to receive the Merger Consideration funds to which such holders shall become entitled pursuant to this Agreement. At or prior to the Effective Time, Parent shall deposit deposit, or cause to be deposited, with the Paying Agent, by wire transfer of immediately available funds, an amount in cash equal to the Aggregate Common Stock Consideration (the “Exchange Fund”). The Exchange Fund shall be held in trust by the Paying Agent for the benefit of the holders of Shares that are entitled to receive the Merger Consideration. In the event the Exchange Fund is shall be insufficient to make the payments contemplated by this Article II (including if Dissenting Company Shares lose their status as such)Section 2.02, Parent shall promptly deposit, or cause to be deposited, with the Paying Agent, Agent by wire transfer of immediately available funds, an amount in cash such that the Exchange Fund becomes sufficient to make such payments. Funds made available to the Paying Agent shall, if Parent so elects, shall be invested by the Paying Agent, if and as directed by XxxxxxParent, in, and only in, in short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the United States of America with maturities of no more than thirty (30) days or in commercial paper obligations rated A-1 or P1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporationdays, pending payment thereof by the Paying Agent to the holders of Shares pursuant to this Article IISection 2.02; provided provided, that no investment of such deposited funds shall relieve Parent, the Surviving Corporation or the Paying Agent from promptly making the payments required by this Article IISection 2.02, and following any losses from any such investment, Parent shall promptly deposit with the Paying Agent by wire transfer of immediately available funds, for the benefit of the holders of Shares, an amount in cash equal to the amount of such losses, which additional funds will be held and disbursed in the same manner as funds initially deposited with the Paying Agent to make the payments contemplated by this Article IISection 2.02. Any interest or income produced by such investments will be payable to Merger Sub or Parent, as Parent directs. Parent shall direct the Paying Agent to hold the Exchange Fund for the benefit of the persons entitled to Merger Consideration in accordance with Section 2.01 former holders of Shares and to make payments from the Exchange Fund in accordance with this Section 2.02. The Exchange Fund shall not be used for any purpose other than to fund payments pursuant to this Section 2.02, except as expressly provided for in this Agreement.

Paying Agent. Prior At or prior to the Effective TimeClosing, Parent shall (i) designate a U.S.-based nationally recognized financial institution bank or trust company to act as the paying agent (the identity and terms of designation and appointment of which shall be reasonably acceptable to the Company Company) for purposes of effecting the payment of the aggregate Merger Consideration to act as agent which holders of Shares shall be entitled at the Effective Time in accordance with this Article II (the “Paying Agent”) for and (ii) enter into a paying agent agreement with such Paying Agent, in form and substance reasonably acceptable to the benefit Company. Parent shall pay, or cause to be paid, the fees and expenses of the holders of Shares to receive the Merger Consideration to which such holders shall become entitled pursuant to this AgreementPaying Agent. At or prior to the Effective TimeClosing, Parent shall deposit deposit, or cause to be deposited, with the Paying Agent, by wire transfer Agent an amount of cash in immediately available funds, an amount in cash funds equal to the Aggregate Common Stock aggregate Merger Consideration (the “Exchange Fund”). The Exchange Fund shall be held in trust by the Paying Agent for the benefit of the to which holders of Shares that are shall be entitled at the Effective Time pursuant to receive the Merger ConsiderationSection 2.1(a). In the event the Exchange Fund is that (x) there are any losses with respect to any investments of such deposited funds; (y) such deposited funds are insufficient for any reason to promptly make the payments contemplated by this Article II pursuant to Section 2.1(a); or (including if Dissenting Company Shares lose their status as such)z) all or any portion of such deposited funds are unavailable for Parent (or Paying Agent on behalf of Parent) to promptly make the payments contemplated pursuant to Section 2.1(a) for any reason, Parent shall promptly deposit, or cause to be deposited, with the Paying Agent, by wire transfer of immediately Agent such additional funds to ensure that at all times the Paying Agent has sufficient funds fully available funds, an amount in cash such that the Exchange Fund becomes sufficient to make such paymentspayments as contemplated by Section 2.1(a). Funds made available to the Paying Agent shall, if Parent so elects, Such funds shall be invested by the Paying Agent, Agent as directed by Xxxxxx, inuntil the payment thereof by the Paying Agent to the holders of the Shares in accordance with this Article II; provided, and only inhowever, short-term that any such investments shall be in obligations of, or short-term obligations fully guaranteed as to principal and interest by, the United States of America with maturities of no more than thirty (30) days government or in commercial paper obligations rated A-1 A 1 or P1 P-1 or better by Xxxxx’x Investors Investor Service, Inc. or Standard & Poor’s Corporation, pending payment thereof 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) or money market funds having a rating in the highest investment category granted by a recognized credit rating agency at the Paying Agent time of acquisition or a combination of the foregoing, and that no such investment or loss thereon shall affect the amounts payable to the holders of Shares pursuant to this Article II; provided that no investment . Earnings from such investments shall be the sole and exclusive property of such deposited funds shall relieve Parent, Parent or the Surviving Corporation or the Paying Agent from promptly making the payments required by this Article II, and following any losses from any such investment, Parent shall promptly deposit with the Paying Agent by wire transfer of immediately available funds, for the benefit of the holders of Shares, an amount in cash equal to the amount of such losses, which additional funds will be held and disbursed in the same manner as funds initially deposited with the Paying Agent to make the payments contemplated by this Article II. Any interest or income produced by such investments will be payable to Merger Sub or ParentCorporation, as Parent directs. Parent , and no part of such earnings shall direct the Paying Agent accrue to hold the Exchange Fund for the benefit of the persons entitled to Merger Consideration in accordance with Section 2.01 and to make payments from the Exchange Fund in accordance with this Section 2.02. The Exchange Fund shall not be used for any purpose other than to fund payments pursuant to this Section 2.02, except as expressly provided for in this Agreementholders of Shares.

Paying Agent. Prior to the Effective Time, Parent or Merger Sub shall designate a U.S.-based nationally recognized financial institution enter into an agreement in form and substance reasonably acceptable to the Company with a paying agent selected by Parent with the Company’s prior written approval, which approval shall not be unreasonably conditioned, withheld or delayed, to act as agent for the stockholders of the Company in connection with the Merger (the “Paying Agent”) for the benefit to receive payment of the holders of Shares to receive the aggregate Per Share Merger Consideration to which such holders the stockholders of the Company shall become entitled pursuant to this AgreementSection 2.1(a). At or prior to the Effective Time, Parent shall deposit with the Paying Agent, by wire transfer of immediately available funds, an amount in cash equal to the Aggregate Common Stock Consideration (the “Exchange Fund”). The Exchange Fund shall be held in trust by the Paying Agent for the benefit of the holders of Shares that are entitled to receive the Merger Consideration. In the event the Exchange Fund is insufficient to make the payments contemplated by this Article II (including if Dissenting Company Shares lose their status as such), Parent shall promptly deposit, or cause to be deposited, with the Paying Agent, by wire transfer of a cash amount in immediately available fundsfunds that, an amount when taken together with cash available on the Company’s balance sheet that is deposited with the Paying Agent at the Effective Time, are sufficient in the aggregate to provide all funds necessary for the Paying Agent to pay the aggregate Per Share Merger Consideration in exchange for all of the Shares outstanding immediately prior to the Effective Time (other than the Cancelled Shares and Dissenting Shares) (such cash such being hereinafter referred to as the “Exchange Fund”) in trust for the benefit of the holders of the Shares that will be converted into the right to receive the Per Share Merger Consideration pursuant to Section 2.1(a). The Paying Agent shall invest the Exchange Fund becomes sufficient to make such payments. Funds made available to the Paying Agent shall, if Parent so elects, be invested by the Paying Agent, as reasonably directed by Xxxxxx, in, and only in, short-term Parent; provided that such investments shall be in obligations of, of or short-term obligations fully guaranteed as to principal and interest by, by the United States of America with maturities of no more than thirty (30) days or America, in commercial paper obligations rated A-1 or P1 P-1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, pending payment thereof respectively, in certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $1 billion, or in money market funds having a rating in the highest investment category granted by a recognized credit rating agency at the Paying Agent time of acquisition or a combination of the foregoing and, in any such case, no such instrument shall have a maturity exceeding three months. To the extent that there are losses with respect to the holders of Shares pursuant to this Article II; provided that no investment of such deposited funds shall relieve Parentinvestments, the Surviving Corporation or the Paying Agent from promptly making Exchange Fund diminishes for other reasons below the payments level required by this Article II, and following any losses from any such investmentto make prompt cash payment of the aggregate Per Share Merger Consideration as contemplated hereby, Parent shall reasonably promptly deposit with replace or restore, or cause to be replaced or restored, the Paying Agent by wire transfer of immediately available funds, for cash in the benefit Exchange Fund lost through such investments or other events so as to ensure that the Exchange Fund is at all times maintained at a level sufficient to make such cash payments. Any interest and other income resulting from such investment shall become a part of the holders Exchange Fund, and any amounts in excess of Sharesthe amounts payable under Section 2.1(a) shall be promptly returned to Parent or the Surviving Corporation, an amount in cash equal to the amount of such losses, which additional as requested by Parent. The funds will be held and disbursed in the same manner as funds initially deposited with the Paying Agent pursuant to make the payments contemplated by this Article II. Any interest or income produced by such investments will be payable to Merger Sub or Parent, as Parent directs. Parent shall direct the Paying Agent to hold the Exchange Fund for the benefit of the persons entitled to Merger Consideration in accordance with Section 2.01 and to make payments from the Exchange Fund in accordance with this Section 2.02. The Exchange Fund 2.3(a) shall not be used for any purpose other than to fund payments pursuant to as contemplated by this Section 2.02, except as expressly provided for in this Agreement2.3(a).

Paying Agent. Prior to the Effective Time, Parent Parent, the Company (on behalf of New Holdco) and the Shareholder Representative shall designate a U.S.-based nationally recognized financial institution enter into an agreement (the “Paying Agent Agreement”) in form and substance reasonably acceptable to Parent, the Shareholder Representative and the Company (on behalf of New Holdco) with a bank or trust company that is reasonably satisfactory to Parent and the Company (on behalf of New Holdco) to act as paying agent (the “Paying Agent”) for the benefit purpose of receiving and disbursing the holders Per Share Cash Merger Consideration and distributing evidence of Shares to receive shares in book-entry form (or at the option of Parent, certificates) representing the Per Share Closing Merger Consideration to which such holders shall become of Common Shares are entitled pursuant to this Agreement and the Distribution and Liquidation Agreement; provided that following the completion of the Pre-Closing Restructuring and prior to Closing, the Company shall assign its rights, obligations and responsibilities under the agreement with the Paying Agent to New Holdco, and New Holdco shall assume all such rights, obligations and responsibilities. At or prior to the Effective Time, the Company (on behalf of New Holdco) or New Holdco shall deliver or cause to be delivered to the Paying Agent a complete and correct list of all holders of Common Shares and persons entitled to, and the quantity to which such persons are entitled of, the Per Share Closing Merger Consideration pursuant to this Agreement and the Distribution and Liquidation Agreement, and Parent shall deposit have no obligation to verify and shall not be liable to any person with the Paying Agent, by wire transfer of immediately available funds, an amount in cash equal respect to the Aggregate Common Stock Consideration (the “Exchange Fund”). The Exchange Fund shall be held in trust accuracy of such list or with respect to any disbursements or distributions made by the Paying Agent for the benefit of the holders of Shares that are entitled pursuant to receive the Merger Considerationsuch list. In the event the Exchange Fund is insufficient to make the payments contemplated by this Article II (including if Dissenting Company Shares lose their status as such), Parent shall promptly deposit, or cause to be deposited, with the Paying Agent, by wire transfer of immediately available funds, an amount in cash such that the Exchange Fund becomes sufficient to make such payments. Funds made available Any fees and other amounts payable to the Paying Agent shall, if Parent so elects, be invested by the Paying Agent, as directed by Xxxxxx, in, and only in, short-term obligations of, or short-term obligations fully guaranteed as pursuant to principal and interest by, the United States of America with maturities of no more than thirty (30) days or in commercial paper obligations rated A-1 or P1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, pending payment thereof by the Paying Agent to Agreement shall be split equally between the holders of Shares pursuant to this Article II; provided that no investment of such deposited funds shall relieve Parent, the Surviving Corporation or the Paying Agent from promptly making the payments required by this Article II, Shareholder Representative and following any losses from any such investment, Parent shall promptly deposit with the Paying Agent by wire transfer of immediately available funds(and, for the benefit avoidance of doubt, that the holders of Shares, an amount in cash equal to the amount of such losses, which additional funds will be held and disbursed in the same manner as funds initially deposited with the Paying Agent to make the payments contemplated by this Article II. Any interest or income produced by such investments will be payable to Merger Sub or Parent, as Parent directs. Parent shall direct the Paying Agent to hold the Exchange Fund for the benefit of the persons entitled to Merger Consideration in accordance with Section 2.01 and to make payments from the Exchange Fund in accordance with this Section 2.02. The Exchange Fund Shareholder Representative shall not be used personally liable, under any circumstance, for any purpose the payment of the Shareholder Representative’s portion of such fees or other than to fund payments pursuant to this Section 2.02, except as expressly provided for in this Agreementamounts).

Paying Agent. Prior At, or prior to, the time at which the Cable Transfer is consummated, the Parents shall deposit, or shall cause to be deposited, with a U.S. bank or trust company that shall be appointed to act as a paying agent hereunder and approved in advance by the Effective Time, Parent shall designate a U.S.-based nationally recognized financial institution Company and the Parents in writing (and pursuant to an agreement in form and substance reasonably acceptable to the Company to act as agent Parents and the Company) (the “Paying Agent”) ), in trust for the benefit of the holders of Shares the Shares, the Company Stock Options, the Company Restricted Shares, the Company Restricted Stock Units and the Company Stock-Based Awards, cash in U.S. dollars which (together with any funds to receive be deposited with the Paying Agent pursuant to Section 1.1(b)(iii)) is sufficient to pay (i) the aggregate Merger Consideration to which such holders shall become entitled pursuant to this Agreement. At or in exchange for all of the Shares outstanding immediately prior to the Effective TimeTime (other than any Cancelled Shares, Parent shall deposit with any Company Restricted Shares and any Dissenting Shares) payable upon due surrender of the Paying Agent, by wire transfer of certificates that immediately available funds, an amount in cash equal prior to the Aggregate Common Stock Effective Time represented Shares (“Certificates”) (or effective affidavits of loss in lieu thereof) or non-certificated Shares represented by book-entry (“Book-Entry Shares”) pursuant to the provisions of this Article II, and (ii) the Option and Stock-Based Consideration payable pursuant to Section 5.5 (such cash referred to in subsections (a)(i) and (ii) being hereinafter referred to as the “Exchange Fund”). The Exchange Fund shall be held in trust by the Paying Agent for the benefit of the holders of Shares that are entitled to receive the Merger Consideration. In the event the Exchange Fund is insufficient to make the payments contemplated by this Article II (including if Dissenting Company Shares lose their status as such), Parent shall promptly deposit, or cause to be deposited, with the Paying Agent, by wire transfer of immediately available funds, an amount in cash such that the Exchange Fund becomes sufficient to make such payments. Funds made available to the Paying Agent shall, if Parent so elects, be invested by the Paying Agent, as directed by Xxxxxx, in, and only in, short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the United States of America with maturities of no more than thirty (30) days or in commercial paper obligations rated A-1 or P1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, pending payment thereof by the Paying Agent to the holders of Shares pursuant to this Article II; provided that no investment of such deposited funds shall relieve irrevocable instructions from Metro Parent, make payments out of the Surviving Corporation or the Paying Agent from promptly making the payments required by Exchange Fund as provided for in this Article II, and following any losses from any such investment, Parent shall promptly deposit with the Paying Agent by wire transfer of immediately available funds, for the benefit of the holders of Shares, an amount in cash equal to the amount of such losses, which additional funds will be held and disbursed in the same manner as funds initially deposited with the Paying Agent to make the payments contemplated by this Article II. Any interest or income produced by such investments will be payable to Merger Sub or Parent, as Parent directs. Parent shall direct the Paying Agent to hold the Exchange Fund for the benefit of the persons entitled to Merger Consideration in accordance with Section 2.01 and to make payments from the Exchange Fund in accordance with this Section 2.02. The Exchange Fund shall not be used for any purpose other than purpose. If, for any reason, the Exchange Fund is inadequate to fund payments pay the amounts to which holders of Shares shall be entitled under Section 2.1(a) and the Option and Stock-Based Consideration pursuant to this Section 2.025.5, except as expressly provided the Parents shall, or shall cause the Surviving Corporation to, promptly deposit additional cash with the Paying Agent to make all payments of Merger Consideration and Option and Stock-Based Consideration, and each of the Parents and the Surviving Corporation shall in any event be liable for in this Agreementpayment thereof. For the avoidance of doubt, the Parents shall be responsible for all fees and expenses of the Paying Agent.

Paying Agent. Prior to the Effective Time, Parent shall designate a U.S.-based nationally recognized financial institution reasonably acceptable to the Company to act as agent (the “Paying Agent”) for the benefit of the holders of Shares to receive the Merger Consideration to which such holders shall become entitled pursuant to this Agreement. At or prior to the Effective Time, Parent shall deposit or cause to be deposited to an independent paying agent selected by Parent with the Company's prior written approval, which shall not be unreasonably withheld (the "Paying Agent, by wire transfer of immediately available funds"), an amount in cash equal to the Aggregate Common Stock aggregate Per Share Merger Consideration payable pursuant to Section 4.1(a) (such cash being hereinafter referred to as the “"Exchange Fund”"). The Exchange Fund Paying Agent agreement pursuant to which Parent shall appoint the Paying Agent shall be held in trust form and substance reasonably acceptable to the Company. Exchange Procedures. Promptly after the Effective Time (and in any event within three Business Days), the Surviving Corporation shall cause the Paying Agent to mail to each holder of record of Shares (other than holders of Excluded Shares) (i) a letter of transmittal in customary form specifying that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu thereof as provided in Section 4.2(e)) to the Paying Agent, such letter of transmittal to be in such form and have such other provisions as Parent and the Company may reasonably agree, and (ii) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof as provided in Section 4.2(e)) in exchange for the aggregate Per Share Merger Consideration for the number of Shares represented by such Certificates. Upon surrender of a Certificate (or affidavit of loss in lieu thereof as provided in Section 4.2(e)) to the Paying Agent in accordance with the terms of such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor a cash amount in immediately available funds (after giving effect to any required Tax withholdings as provided in Section 4.2(g)) equal to (x) the number of Shares represented by such Certificate (or affidavit of loss in lieu thereof as provided in Section 4.2(e)) multiplied by (y) the Per Share Merger Consideration, and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a check for any cash to be exchanged upon due surrender of the Certificate may be issued to such transferee if the Certificate formerly representing such Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes have been paid or are not applicable. Transfers. From and after the Effective Time, there shall be no transfers on the stock transfer books of the Company of the Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, any Certificate is presented to the Surviving Corporation, Parent or the Paying Agent for transfer, it shall be cancelled and exchanged for the benefit of the holders of Shares that are entitled to receive the Merger Consideration. In the event the Exchange Fund is insufficient to make the payments contemplated by this Article II (including if Dissenting Company Shares lose their status as such), Parent shall promptly deposit, or cause to be deposited, with the Paying Agent, by wire transfer of cash amount in immediately available funds, an amount in cash such that funds to which the Exchange Fund becomes sufficient to make such payments. Funds made available to the Paying Agent shall, if Parent so elects, be invested by the Paying Agent, as directed by Xxxxxx, in, and only in, short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the United States of America with maturities of no more than thirty (30) days or in commercial paper obligations rated A-1 or P1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, pending payment holder thereof by the Paying Agent to the holders of Shares is entitled pursuant to this Article II; provided that no investment of such deposited funds shall relieve Parent, the Surviving Corporation or the Paying Agent from promptly making the payments required by this Article II, and following any losses from any such investment, Parent shall promptly deposit with the Paying Agent by wire transfer of immediately available funds, for the benefit of the holders of Shares, an amount in cash equal to the amount of such losses, which additional funds will be held and disbursed in the same manner as funds initially deposited with the Paying Agent to make the payments contemplated by this Article II. Any interest or income produced by such investments will be payable to Merger Sub or Parent, as Parent directs. Parent shall direct the Paying Agent to hold the Exchange Fund for the benefit of the persons entitled to Merger Consideration in accordance with Section 2.01 and to make payments from the Exchange Fund in accordance with this Section 2.02. The Exchange Fund shall not be used for any purpose other than to fund payments pursuant to this Section 2.02, except as expressly provided for in this AgreementIV.

Paying Agent. Prior to the Closing, Parent or Merger Sub shall enter into an agreement in form and substance reasonably acceptable to the Company with a paying agent selected by Parent to act as agent for the shareholders of the Company in connection with the Merger (the “Paying Agent”) to receive payments required to be made pursuant to ‎Section 2.1(a), and if applicable, the proviso set forth under ‎Section 2.1(c). Prior to the Effective Time, Parent shall designate a U.S.-based nationally recognized financial institution reasonably acceptable to the Company to act as agent (the “Paying Agent”) for the benefit of the holders of Shares to receive the Merger Consideration to which such holders shall become entitled pursuant to this Agreement. At or prior to the Effective Time, Parent shall deposit with the Paying Agent, by wire transfer of immediately available funds, an amount in cash equal to the Aggregate Common Stock Consideration (the “Exchange Fund”). The Exchange Fund shall be held in trust by the Paying Agent for the benefit of the holders of Shares that are entitled to receive the Merger Consideration. In the event the Exchange Fund is insufficient to make the payments contemplated by this Article II (including if Dissenting Company Shares lose their status as such), Parent shall promptly deposit, or cause to be deposited, with the Paying Agent, by wire transfer of a cash amount in immediately available fundsfunds that, an amount when taken together with the Available Company Cash Financing that is deposited with the Paying Agent at the Effective Time if so requested by Parent, are sufficient in the aggregate to provide all funds necessary for the Paying Agent to pay the aggregate Per Share Merger Consideration pursuant to ‎Section 2.1(a), and if applicable, the proviso set forth under ‎Section 2.1(c) in trust for the benefit of the relevant holders of the Ordinary Shares (other than the Excluded Shares and the Dissenting Shares) (such cash such that being hereinafter referred to as the “Exchange Fund”). The Paying Agent shall invest the Exchange Fund becomes sufficient to make as reasonably directed by Parent; provided that such payments. Funds made available to the Paying Agent shall, if Parent so elects, investments shall be invested in obligations of or guaranteed by the Paying AgentUnited States, as directed by Xxxxxx, in, and only in, short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the United States of America with maturities of no more than thirty (30) days or in commercial paper obligations rated A-1 or P1 or better the highest quality by Xxxxx’x Mxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, pending payment thereof by respectively, in certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $1 billion, or a combination of the Paying Agent foregoing and, in any such case, no such instrument shall have a maturity exceeding three months; provided that no such investment shall affect the amounts payable to the holders of Ordinary Shares pursuant (other than the Excluded Shares and the Dissenting Shares). To the extent that there are losses with respect to this Article II; provided that no investment of such deposited funds shall relieve Parentinvestments, the Surviving Corporation or the Paying Agent from promptly making Exchange Fund diminishes for other reasons below the payments level required by this Article II, and following any losses from any such investmentto make prompt cash payment of the aggregate Per Share Merger Consideration as contemplated hereby, Parent shall promptly deposit with replace or restore, or cause to be replaced or restored, the Paying Agent by wire transfer of immediately available funds, for cash in the benefit Exchange Fund lost through such investments or other events so as to ensure that the Exchange Fund is at all times maintained at a level sufficient to make such cash payments. Any interest and other income resulting from such investment shall become a part of the holders Exchange Fund, and any amounts in excess of Sharesthe amounts payable pursuant to ‎Section 2.1(a), an amount in cash equal and if applicable, the proviso set forth under ‎Section 2.1(c) shall be promptly returned to Parent or the amount of such lossesSurviving Company, which additional as requested by Parent. The funds will be held and disbursed in the same manner as funds initially deposited with the Paying Agent pursuant to make the payments contemplated by this Article II. Any interest or income produced by such investments will be payable to Merger Sub or Parent, as Parent directs. Parent shall direct the Paying Agent to hold the Exchange Fund for the benefit of the persons entitled to Merger Consideration in accordance with Section 2.01 and to make payments from the Exchange Fund in accordance with this Section 2.02. The Exchange Fund ‎Section 2.3‎(a) shall not be used for any purpose other than to fund payments pursuant to as contemplated by this Section 2.02, except as expressly provided for in this Agreement‎Section 2.3‎(a).

Paying Agent. Prior On the Closing Date and prior to the Effective Timefiling of the Certificate of Merger, Parent shall designate deposit, or shall cause to be deposited, with a U.S.-based nationally recognized financial institution reasonably acceptable to paying agent selected by Parent with the Company to act as agent Company’s prior approval (the “Paying Agent”) ), for the benefit of the holders of Record Holders (other than Record Holders to the extent they hold the Dissenting Shares or the Excluded Shares), a cash amount in immediately available funds equal to receive the aggregate Merger Consideration to which payable in respect of all Shares other than the Dissenting Shares and the Excluded Shares (such holders shall become entitled pursuant to this Agreement. At or prior to the Effective Time, Parent shall deposit aggregate amount as deposited with the Paying Agent, by wire transfer of immediately available funds, an amount in cash equal to the Aggregate Common Stock Consideration (the “Exchange Fund”). The Exchange Fund shall be held As used in trust by this Article IV, the Paying Agent for term “Record Holder” means, with respect to any Shares, a Person who was, immediately prior to the benefit Effective Time, the holder of record of such Shares. If a Dissenting Stockholder effectively withdraws its demand for, or loses its, appraisal rights pursuant to Section 262 of the holders of Shares that are entitled DGCL with respect to receive the Merger Consideration. In the event the Exchange Fund is insufficient to make the payments contemplated by this Article II (including if any Dissenting Company Shares lose their status as such)Shares, Parent shall promptly deposit, make available or cause to be deposited, with the Paying Agent, by wire transfer of immediately available funds, an amount in cash such that the Exchange Fund becomes sufficient to make such payments. Funds made available to the Paying Agent shalladditional funds in an amount equal to the product of (i) the number of the Dissenting Shares for which the Dissenting Stockholder has withdrawn its demand for, if Parent so electsor lost its, be invested by appraisal rights pursuant to Section 262 of the DGCL and (ii) the Merger Consideration. The Paying Agent, Agent shall invest the cash portion of the Exchange Fund as directed by Xxxxxx, in, and only in, short-term Parent; provided that Parent shall ensure that such investments shall be in obligations of, of or short-term obligations fully guaranteed as to principal and interest by, by the United States of America with maturities of no more than thirty (30) days or America, in commercial paper obligations rated A-1 or P1 P-1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s, respectively, in certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with 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 investment. Any interest and other income resulting from such investment shall become a part of the Exchange Fund, and any amounts in excess of the aggregate Merger Consideration payable under Section 4.1(a) shall be promptly returned to the Surviving Corporation. To the extent that there are any losses with respect to any such investments, pending payment thereof by or the Exchange Fund diminishes for any reason below the level required for the Paying Agent to make prompt cash aggregate payment of the holders of Shares pursuant to this Article II; provided that no investment of such deposited funds Merger Consideration under Section 4.1(a), Parent shall, or shall relieve Parent, cause the Surviving Corporation 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 Paying Agent from promptly making the payments required by this Article II, and following any losses from any to make such investment, Parent shall promptly deposit with the Paying Agent by wire transfer of immediately available funds, for the benefit aggregate payment of the holders Merger Consideration under Section 4.1(a). Any portion of Shares, an amount in cash equal to the amount of such losses, which additional funds will be held and disbursed in the same manner as funds initially Merger Consideration deposited with the Paying Agent to make the payments contemplated by this Article II. Any interest or income produced by such investments will be payable to Merger Sub or Parent, as Parent directs. Parent shall direct the Paying Agent to hold the Exchange Fund for the benefit of the persons entitled to Merger Consideration in accordance with Section 2.01 and to make payments from the Exchange Fund in accordance with this Section 2.02. The Exchange Fund shall not be used for any purpose other than to fund payments pursuant to this Section 2.02, except as expressly provided for 4.2(a) in this Agreementrespect of Dissenting Shares shall be returned to Parent upon demand.

Paying Agent. Prior At or prior to the Effective Time, Parent shall designate a U.S.-based nationally recognized financial institution bank or trust company, reasonably acceptable to the Company Company, to act as the paying agent (for purposes of effecting the “Paying Agent”) for the benefit payment of the holders of Shares to receive the Merger Consideration to which such holders shall become entitled pursuant to this Agreementin connection with the Merger (the ‘‘Paying Agent’’). At or prior to the Effective Time, Parent shall deposit with the Paying Agent, by wire transfer of immediately available funds, an amount in cash equal to the Aggregate Common Stock Consideration (the “Exchange Fund”). The Exchange Fund shall be held in trust by the Paying Agent for the benefit of the holders of Shares that are entitled to receive or the Merger Consideration. In the event the Exchange Fund is insufficient to make the payments contemplated by this Article II (including if Dissenting Company Shares lose their status as such), Parent Sub shall promptly deposit, or cause to be deposited, with the Paying Agent, by wire transfer Agent sufficient funds to pay the aggregate Merger Consideration to which holders of Shares (other than any Treasury Shares) outstanding as of immediately available funds, an amount in cash such that the Exchange Fund becomes sufficient to make such payments. Funds made available prior to the Paying Agent shall, if Parent so elects, Effective Time shall be invested by entitled at the Effective Time in accordance with the terms and conditions of this Agreement (the ‘‘Payment Fund’’). Pending distribution of the cash deposited with the Paying Agent, as directed by Xxxxxx, in, and only in, short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the United States of America with maturities of no more than thirty (30) days or such cash shall be held in commercial paper obligations rated A-1 or P1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, pending payment thereof by the Paying Agent to the holders of Shares pursuant to this Article II; provided that no investment of such deposited funds shall relieve Parent, the Surviving Corporation or the Paying Agent from promptly making the payments required by this Article II, and following any losses from any such investment, Parent shall promptly deposit with the Paying Agent by wire transfer of immediately available funds, trust for the benefit of the holders of the Shares, an amount in cash equal to the amount of such losses, which additional funds will be held and disbursed in the same manner as funds initially deposited with the Paying Agent to make the payments contemplated by this Article II. Any interest or income produced by such investments will be payable to Merger Sub or Parent, as Parent directs. Parent shall direct the Paying Agent to hold the Exchange Fund for the benefit of the persons entitled to Merger Consideration in accordance with Section 2.01 and to make payments from the Exchange Fund in accordance with this Section 2.02. The Exchange Fund shall not be used for any purpose other than purposes; provided, however, that Parent may direct the Paying Agent to fund invest such cash in (i) obligations of or guaranteed by the United States of America or any agency or instrumentality thereof or (ii) money market accounts, certificates of deposit, bank repurchase agreements or banker’s acceptances of, or demand deposits with, commercial banks having a combined capital and surplus of at least $1,000,000,000 (based on the most recent financial statements of such bank that are publicly available); provided, however, that no gain or loss thereon shall affect the amounts payable to the holders of Shares under Section 2.1(a) (‘‘Company Common Stock’’) and Section 2.1(b) (‘‘Company Preferred Stock’’). Any profit or loss resulting from, or interest and other income produced by, such investments shall be for the account of the Surviving Corporation. If for any reason (including losses) the Payment Fund, at any time, is inadequate to pay the amounts to which holders of shares shall be entitled under Section 2.1(a) (‘‘Company Common Stock’’) and Section 2.1(b) (‘‘Company Preferred Stock’’), Parent shall, or shall cause the Surviving Corporation to, take all steps necessary to enable or cause to be deposited in trust additional cash with the Paying Agent sufficient to make all payments pursuant to this Section 2.02, except as expressly provided for in required under this Agreement.

Paying Agent. Prior to the Effective Time, Parent or Merger Sub shall designate enter into an agreement in a U.S.-based nationally recognized financial institution form reasonably acceptable to the Company with a paying agent selected by Parent, to act as agent for the stockholders of the Company in connection with the Merger (the “Paying Agent”) for the benefit to receive payment of the holders of Shares to receive the Per Share Merger Consideration to which such holders the stockholders of the Company shall become entitled pursuant to this AgreementSection 3.1(a). (i) At or prior to the Effective TimeClosing, Parent shall deposit with the Paying Agent, by wire transfer of immediately available funds, an amount in cash equal to the Aggregate Common Stock Consideration (the “Exchange Fund”). The Exchange Fund shall be held in trust by the Paying Agent for the benefit of the holders of Shares that are entitled to receive the Merger Consideration. In the event the Exchange Fund is insufficient to make the payments contemplated by this Article II (including if Dissenting Company Shares lose their status as such), Parent shall promptly deposit, or cause to be deposited, with the Paying Agent, by wire transfer of a cash amount in U.S. dollars in immediately available funds, an that, when taken together Active.22007448.8.doc with the amount to be deposited by the Company pursuant to clause (ii) below, is sufficient in cash such that the Exchange Fund becomes sufficient aggregate to make such payments. Funds made available to provide all funds necessary for the Paying Agent to pay the aggregate Per Share Merger Consideration in exchange for all of the Shares outstanding immediately prior to the Effective Time (other than the Cancelled Shares and Subsidiary Shares) (such cash being hereinafter referred to as the “Exchange Fund”) in trust for the benefit of the holders of the Shares that will be converted into the right to receive the Per Share Merger Consideration pursuant to Section 3.1(a); and (ii) at the Closing, after all of the conditions to the Merger set forth in Article VII have been satisfied (other than those conditions that by their nature are to be satisfied at Closing, each of which is capable of being satisfied at Closing) or waived (if permissible under applicable Law) and Parent has irrevocably confirmed in writing that it will consummate the Closing, then the Company shall, if in consultation with and in accordance with the directions having been given by Parent so electsat least three (3) Business Days prior to the Closing Date, deposit, or cause to be invested by deposited, with the Paying Agent, in trust for the benefit of the holders of the Shares that will be converted into the right to receive the Per Share Merger Consideration pursuant to Section 3.1(a), an amount of cash of the Company and its Subsidiaries designated by Parent (such designation to be made no less than three (3) Business Days prior to the Closing Date), which amount shall not exceed the Available Cash Amount. The Paying Agent shall invest the Exchange Fund as reasonably directed by Xxxxxx, in, and only in, short-term Parent; provided that such investments shall be in obligations of, of or short-term obligations fully guaranteed as to principal and interest by, by the United States of America with maturities of no more than thirty (30) days or America, in commercial paper obligations rated A-1 or P1 P-1 or better by Xxxxx’x Investors Moxxx’x Xnvestors Service, Inc. or Standard & Poor’s Corporation, pending a division of The McXxxx-Xxxx Xompanies, Inc., respectively, in certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $1.0 billion (based on the most recent financial statements of any such bank that are then publicly available), 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, no such instrument shall have a maturity exceeding three months. To the extent that there are losses with respect to such investments, or the Exchange Fund diminishes for other reasons below the level required to make prompt cash payment thereof by of the Paying Agent to the holders of Shares pursuant to this Article II; provided that no investment of such deposited funds aggregate Per Share Merger Consideration as contemplated hereby, Parent shall, or shall relieve Parent, cause the Surviving Corporation to, promptly replace or restore, or cause to be replaced or restored, the cash in the Exchange Fund lost through such investments or other events so as to ensure that the Exchange Fund is at all times maintained at a level sufficient to make such cash payments. Any interest and other income resulting from such investment shall become a part of the Exchange Fund, and any amounts in excess of the amounts payable under this Article III shall be promptly returned to Parent or the Paying Agent from promptly making the payments required Surviving Corporation, as requested by this Article II, and following any losses from any such investment, Parent shall promptly deposit with the Paying Agent by wire transfer of immediately available funds, for the benefit of the holders of Shares, an amount in cash equal to the amount of such losses, which additional Parent. The funds will be held and disbursed in the same manner as funds initially deposited with the Paying Agent pursuant to make the payments contemplated by this Article II. Any interest or income produced by such investments will be payable to Merger Sub or Parent, as Parent directs. Parent shall direct the Paying Agent to hold the Exchange Fund for the benefit of the persons entitled to Merger Consideration in accordance with Section 2.01 and to make payments from the Exchange Fund in accordance with this Section 2.02. The Exchange Fund 3.3(a) shall not be used for any purpose other than to fund payments pursuant to as contemplated by this Section 2.02, except as expressly provided for in this Agreement3.3(a).

Paying Agent. Prior to On the Effective TimeClosing Date, Parent shall designate a U.S.-based nationally recognized financial institution reasonably acceptable to the Company to act as agent (the “Paying Agent”) for the benefit of the holders of Shares to receive the Merger Consideration to which such holders shall become entitled pursuant to this Agreement. At or prior to the Effective Time, Parent shall deposit with the Paying Agent, by wire transfer of immediately available funds, an amount in cash equal to the Aggregate Common Stock Consideration (the “Exchange Fund”). The Exchange Fund shall be held in trust by the Paying Agent for the benefit of the holders of Shares that are entitled to receive the Merger Consideration. In the event the Exchange Fund is insufficient to make the payments contemplated by this Article II (including if Dissenting Company Shares lose their status as such), Parent shall promptly deposit, or cause to be deposited, with the transfer agent for the Parent common stock (or, if such Person is unwilling or unable to serve in such capacity, another paying and exchange agent selected by Parent with the Company’s prior approval, which shall not be unreasonably withheld or delayed) (the “Paying Agent”), by wire transfer (i) an aggregate amount of immediately cash, for the benefit of the holders of Shares (other than the Excluded Shares and the Subsidiary-Owned Shares), comprising the amount of Cash Consideration and cash in lieu of fractional shares of Parent Common Stock required to be delivered pursuant to Section 4.1(a)(i) in respect of Shares (other than the Excluded Shares and the Subsidiary-Owned Shares), (ii) an aggregate number of uncertificated, book-entry shares of Parent Common Stock, for the benefit of the holders of Shares (other than the Excluded Shares and the Subsidiary-Owned Shares), comprising the number of shares of Stock Consideration required to be delivered pursuant to Section 4.1(a)(i) in respect of Shares (other than the Excluded Shares and the Subsidiary-Owned Shares) (such cash and uncertificated, book-entry shares of Parent Common Stock being hereinafter referred to as the “Exchange Fund”) and (iii) make available fundsto the Surviving Company, an amount in for the benefit of the holders of the Warrants, cash such that the Exchange Fund becomes and shares of Parent Common Stock sufficient to make such payments. Funds made available payment of the amounts payable with respect to the Alternative Issuance (to the extent such amounts are payable). The Paying Agent shall, if Parent so elects, be invested by shall invest the Paying Agent, cash portion of Exchange Fund as directed by Xxxxxx, in, and only in, short-term obligations Parent; provided that (A) such investments shall be an obligation of, or short-term obligations fully guaranteed as to principal and interest by, the United States of America with maturities of no more than thirty (30) days or America, in commercial paper obligations rated A-1 or P1 P-1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, pending payment thereof by respectively, or in certificates of deposit, bank repurchase agreements or bankers’ acceptances of commercial banks and (B) no such investment (or losses thereon) shall affect the Paying Agent amount of Merger Consideration payable to the holders of Shares pursuant to this Article II; provided Section 4.1(a). To the extent that no investment of there are losses with respect to such deposited funds shall relieve Parentinvestments, the Surviving Corporation or the Paying Agent from promptly making Exchange Fund diminishes for other reasons below the payments level required by this Article II, and following any losses from any such investmentto make prompt cash payment of the Cash Consideration as contemplated hereby, Parent shall as promptly deposit as practicable replace or restore the cash in the Exchange Fund lost through such investments or other events so as to ensure that the Exchange Fund is at all times maintained at a level sufficient to make such cash payments. No later than five (5) Business Days prior to the Closing, Parent shall enter into an agreement with the Paying Agent by wire transfer of immediately available fundsAgent, for the benefit of the holders of Shares, an amount in cash equal form and substance reasonably satisfactory to the amount Company (which confirmation of such losses, which additional funds will be held and disbursed in the same manner as funds initially deposited with the Paying Agent to make the payments contemplated by this Article II. Any interest or income produced by such investments will be payable to Merger Sub or Parent, as Parent directs. Parent shall direct the Paying Agent to hold the Exchange Fund for the benefit of the persons entitled to Merger Consideration in accordance with Section 2.01 and to make payments from the Exchange Fund in accordance with this Section 2.02. The Exchange Fund satisfaction shall not be used for any purpose other than unreasonably withheld, conditioned or delayed), to fund payments pursuant to this Section 2.02, except as expressly provided for in effect the applicable terms of this Agreement.

Paying Agent. Prior to the Effective Time, Parent shall designate appoint a U.S.-based nationally recognized financial institution bank or trust company reasonably acceptable to the Company to act as the paying agent for the payment of the Merger Consideration to the holders of shares of Common Stock (the “Paying Agent”) for the benefit of the holders of Shares to receive the Merger Consideration to which such holders shall become entitled pursuant to this Agreement). At or prior to the Effective Time, Parent shall deposit deposit, or cause to be deposited, with the Paying Agent, by wire transfer of immediately available funds, Agent cash in an amount in cash equal to the Aggregate Common Stock Consideration (the “Exchange Fund”). The Exchange Fund shall be held in trust by the Paying Agent for the benefit of the holders of Shares that are entitled to receive the Merger Consideration. In the event the Exchange Fund is insufficient sufficient to make the payments contemplated by this Article II Section 2.6(a) in accordance with the procedures set forth in Section 2.7(h) (including if Dissenting Company Shares lose their status as suchsuch funds, the “Payment Fund”). In the event the Payment Fund shall be insufficient to make all such payments, Parent shall promptly deposit, or cause to be deposited, additional funds with the Paying Agent, by wire transfer of immediately available funds, Agent in an amount equal to the deficiency in cash such that the Exchange Fund becomes sufficient amount of funds required to make such payments. Funds made available to the Paying Agent shall, if Parent so elects, The Payment Fund shall be invested by the Paying Agent, Agent as directed by XxxxxxParent or the Surviving Corporation, in, and only in, short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the United States of America with maturities of no more than thirty (30) days or in commercial paper obligations rated A-1 or P1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporationtheir sole discretion, pending payment thereof by the Paying Agent to the holders of Shares pursuant the shares of Common Stock and Preferred Stock entitled thereto; provided, however, that (i) no such investment or losses thereon shall affect the Merger Consideration payable to this Article II; provided that no investment the holders of such deposited funds shall relieve Parent, the Surviving Corporation or the Paying Agent from promptly making the payments required by this Article II, Common Stock and following any losses from any such investment, Parent shall promptly deposit with provide additional funds to the Paying Agent by wire transfer of immediately available funds, for the benefit of the holders of Shares, an amount the shares of the Common Stock in cash equal to the amount of any such losses, which additional funds will be held losses and disbursed in the same manner as funds initially deposited with the Paying Agent to make the payments contemplated by this Article II. Any interest or income produced by (ii) such investments will shall be payable in obligations of or guaranteed by the United States of America or any agency or instrumentality thereof and backed by the full faith and credit of the United States of America, in commercial paper obligations rated A-1 or P-1 or better by Mxxxx’x 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 $1 billion (based on the most recent financial statements of such bank that are then publicly available). Earnings from such investments shall be the sole and exclusive property of Parent and the Surviving Corporation, and no part of such earnings shall accrue to Merger Sub or Parent, as Parent directs. Parent shall direct the Paying Agent to hold the Exchange Fund for the benefit of holders of the persons entitled to Merger Consideration in accordance with Section 2.01 and to make payments from the Exchange Fund in accordance with this Section 2.02. The Exchange Fund shall not be used for any purpose other than to fund payments pursuant to this Section 2.02, except as expressly provided for in this Agreementshares of Common Stock.

Paying Agent. Prior to the Closing, Parent or Merger Sub shall enter into an agreement in form and substance reasonably acceptable to the Company with a paying agent selected by Parent to act as agent for the shareholders of the Company in connection with the Merger (the “Paying Agent”) to receive payments required to be made pursuant to ‎Section 2.1(a), and if applicable, the proviso set forth under ‎Section 2.1(c). Prior to the Effective Time, Parent shall designate a U.S.-based nationally recognized financial institution reasonably acceptable to the Company to act as agent (the “Paying Agent”) for the benefit of the holders of Shares to receive the Merger Consideration to which such holders shall become entitled pursuant to this Agreement. At or prior to the Effective Time, Parent shall deposit with the Paying Agent, by wire transfer of immediately available funds, an amount in cash equal to the Aggregate Common Stock Consideration (the “Exchange Fund”). The Exchange Fund shall be held in trust by the Paying Agent for the benefit of the holders of Shares that are entitled to receive the Merger Consideration. In the event the Exchange Fund is insufficient to make the payments contemplated by this Article II (including if Dissenting Company Shares lose their status as such), Parent shall promptly deposit, or cause to be deposited, with the Paying Agent, by wire transfer of a cash amount in immediately available fundsfunds that, an amount when taken together with the Available Company Cash Financing that is deposited with the Paying Agent at the Effective Time if so requested by Parent, are sufficient in the aggregate to provide all funds necessary for the Paying Agent to pay the aggregate Per Share Merger Consideration pursuant to ‎Section 2.1(a), and if applicable, the proviso set forth under ‎Section 2.1(c) in trust for the benefit of the relevant holders of the Ordinary Shares (other than the Excluded Shares and the Dissenting Shares) (such cash such that being hereinafter referred to as the “Exchange Fund”). The Paying Agent shall invest the Exchange Fund becomes sufficient to make as reasonably directed by Parent; provided that such payments. Funds made available to the Paying Agent shall, if Parent so elects, investments shall be invested in obligations of or guaranteed by the Paying AgentUnited States, as directed by Xxxxxx, in, and only in, short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the United States of America with maturities of no more than thirty (30) days or in commercial paper obligations rated A-1 or P1 or better the highest quality by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, pending payment thereof by respectively, in certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $1 billion, or a combination of the Paying Agent foregoing and, in any such case, no such instrument shall have a maturity exceeding three months; provided that no such investment shall affect the amounts payable to the holders of Ordinary Shares pursuant (other than the Excluded Shares and the Dissenting Shares). To the extent that there are losses with respect to this Article II; provided that no investment of such deposited funds shall relieve Parentinvestments, the Surviving Corporation or the Paying Agent from promptly making Exchange Fund diminishes for other reasons below the payments level required by this Article II, and following any losses from any such investmentto make prompt cash payment of the aggregate Per Share Merger Consideration as contemplated hereby, Parent shall promptly deposit with replace or restore, or cause to be replaced or restored, the Paying Agent by wire transfer of immediately available funds, for cash in the benefit Exchange Fund lost through such investments or other events so as to ensure that the Exchange Fund is at all times maintained at a level sufficient to make such cash payments. Any interest and other income resulting from such investment shall become a part of the holders Exchange Fund, and any amounts in excess of Sharesthe amounts payable pursuant to ‎Section 2.1(a), an amount in cash equal and if applicable, the proviso set forth under ‎Section 2.1(c) shall be promptly returned to Parent or the amount of such lossesSurviving Company, which additional as requested by Parent. The funds will be held and disbursed in the same manner as funds initially deposited with the Paying Agent pursuant to make the payments contemplated by this Article II. Any interest or income produced by such investments will be payable to Merger Sub or Parent, as Parent directs. Parent shall direct the Paying Agent to hold the Exchange Fund for the benefit of the persons entitled to Merger Consideration in accordance with Section 2.01 and to make payments from the Exchange Fund in accordance with this Section 2.02. The Exchange Fund ‎Section 2.3‎(a) shall not be used for any purpose other than to fund payments pursuant to as contemplated by this Section 2.02, except as expressly provided for in this Agreement‎Section 2.3‎(a).

Paying Agent. Prior to As soon as practicable following the Effective Timedate hereof, the Company and Parent shall designate appoint a U.S.-based nationally recognized financial institution reasonably acceptable to the Company paying agent to act as paying agent for the payment of the amounts payable pursuant Section 2.1(b)(i)(A) and Section 2.1(b)(i)(B) (the “Paying Agent”) for the benefit of the holders of Shares to receive the Merger Consideration to which such holders shall become entitled pursuant to this Agreementa paying agency agreement in a form mutually agreed upon by the Company, Parent, Merger Sub and the Paying Agent. At or prior to the Effective Time, Parent shall deposit with the Paying Agent, by wire transfer of immediately available funds, an amount in cash equal to the Aggregate Common Stock Consideration (the “Exchange Fund”). The Exchange Fund or shall be held in trust by the Paying Agent for the benefit of the holders of Shares that are entitled to receive the Merger Consideration. In the event the Exchange Fund is insufficient to make the payments contemplated by this Article II (including if Dissenting Company Shares lose their status as such), Parent shall promptly deposit, or cause to be deposited, with the Paying Agent, by wire transfer of immediately available funds, an amount in cash such that the Exchange Fund becomes sufficient to make such payments. Funds made available to the Paying Agent shall, if Parent so elects, be invested by the Paying Agent, as directed by Xxxxxx, in, and only in, short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the United States of America with maturities of no more than thirty (30A) days or in commercial paper obligations rated A-1 or P1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, pending payment thereof by the Paying Agent to the holders of Shares pursuant to this Article II; provided that no investment of such deposited funds shall relieve Parent, the Surviving Corporation or the Paying Agent from promptly making the payments required by this Article II, and following any losses from any such investment, Parent shall promptly deposit with the Paying Agent by wire transfer of immediately available funds, for the benefit of the Members that are holders of Shares, an amount in cash equal Secured Claim Units immediately prior to the amount Effective Time (other than holders of such lossesExcluded Units), which additional cash in immediately available funds will be held and disbursed in the same manner as funds initially deposited with aggregate amount necessary for the Paying Agent to make the payments contemplated by this Article II. Any interest or income produced by to holders of Secured Claim Units to which they are entitled pursuant to Section 2.1(b)(i)(A) (such investments will be payable cash amount being hereinafter referred to Merger Sub or Parentas the “Primary Exchange Fund”) and (B) for the benefit of L/C Secured Claim Rights Holders, as Parent directs. Parent shall direct cash in immediately available funds in the aggregate amount necessary for the Paying Agent to hold make the Exchange Fund for the benefit of the persons entitled payments to Merger Consideration L/C Secured Claim Rights Holders in accordance with Section 2.01 2.1(b)(i)(B) (the “L/C Reserve Fund”, and to make payments from together with the Primary Exchange Fund, the “Exchange Funds”). The Paying Agent shall invest the Exchange Fund Funds as directed by Parent; provided that such investments shall be in obligations of or guaranteed by the United States of America, with maturities not exceeding three months. Any interest and other income resulting from such investment shall become a part of the applicable Exchange Fund, and any amounts in excess of the aggregate amount payable pursuant to Section 2.1(b)(i)(A) or Section 2.1(b)(i)(B), as applicable, shall be contributed to the Surviving Company in accordance with this Section 2.022.6. The To the extent that there are any losses with respect to any such investments, or an Exchange Fund shall not be used diminishes for any purpose other than reason below the level required for the Paying Agent to fund payments make prompt cash payment of the amount of cash to which holders of Secured Claim Units or the L/C Secured Claim Rights Holders are entitled pursuant to this Section 2.022.1(b)(i)(A) or Section 2.1(b)(i)(B), except as expressly provided applicable, Parent shall promptly replace or restore the cash in the applicable Exchange Fund so as to ensure that such Exchange Fund is at all times maintained at a level sufficient for in this Agreementthe Paying Agent to make all such cash payments to holders of Secured Claim Units or the L/C Secured Claim Rights Holders pursuant to Section 2.1(b)(i)(A) or Section 2.1(b)(i)(B), as applicable.

Paying Agent. Prior to the Effective Time, Parent shall designate a U.S.-based nationally recognized financial institution reasonably acceptable to the Company to act as agent (the “Paying Agent”) for the benefit of the holders of Shares to receive the Merger Consideration funds to which such holders shall become entitled pursuant to this Agreement. At or prior to the Effective Time, Parent shall deposit with the Paying Agent, by wire transfer of in immediately available funds, an amount in cash equal subject to the Aggregate Common Stock Consideration terms of the Investment Agreement, the aggregate amount of cash necessary to consummate the Merger (the “Exchange Fund”). The Exchange Fund For purposes of determining the aggregate amount to be so deposited, Parent shall be held in trust by the Paying Agent for the benefit assume that no stockholder of the holders Company shall perfect any right to appraisal of Shares that are entitled to receive the Merger Considerationsuch stockholder or its Shares. In the event the Exchange Fund is shall be insufficient to make the payments contemplated by this Article II (including if Dissenting Company Shares lose their status as such)Section 2.02, Parent shall promptly deposit, or cause to be deposited, additional funds with the Paying Agent, by wire transfer of immediately available funds, Agent in an amount in cash such that the Exchange Fund becomes sufficient to make such payments. Funds made available to the Paying Agent shall, if Parent so elects, may be invested by the Paying Agent, as directed by XxxxxxParent, in, and but only in, in short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the United States of America with maturities of no more than thirty (30) 30 days or in commercial paper obligations rated A-1 or P1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, pending payment thereof by the Paying Agent to the holders of Shares pursuant to this Article IISection 2.02; provided provided, that no investment of such deposited funds shall relieve Parent, the Surviving Corporation or the Paying Agent from promptly making the payments required by this Article IISection 2.02, and following any losses from any such investment, Parent shall promptly deposit with provide additional funds to the Paying Agent by wire transfer of immediately available fundsAgent, for the benefit of the holders of Shares, an amount in cash equal to the amount of such losses, which additional funds will be held and disbursed in the same manner as funds initially deposited with the Paying Agent to make the payments contemplated by this Article IISection 2.02. Any interest or income produced by such investments will be payable to Merger Sub or Parent, as Parent directs. Parent shall direct the Paying Agent to hold the Exchange Fund for the benefit of the persons entitled to Merger Consideration in accordance with Section 2.01 former holders of Shares and to make payments from the Exchange Fund in accordance with this Section 2.02. The Exchange Fund shall not be used for any purpose other than to fund payments pursuant to this Section 2.02, except as expressly provided for in this Agreement.

Paying Agent. Prior Not less than ten (10) Business Days prior to the Effective Time, Parent the Stockholder Representative, as the representative of holders of Company Common Stock (other than (i) shares to be cancelled or which survive the Merger in connection with Section 2.3(c) hereof (but including the Contributed Shares) and (ii) Dissenting Shares) and Options (collectively, the “Stockholders”) shall designate appoint a U.S.-based nationally recognized financial institution bank or trust company (which bank or trust company will be reasonably acceptable to the Company Parent and will have a credit rating of at least AA) to act as paying agent (the “Paying Agent”) and enter into a paying agent agreement with such Paying Agent (which paying agent agreement will be in form and substance reasonably acceptable to Parent) for the benefit purpose of paying the Closing Date Payment (including, as applicable, the Closing Date Option Payment but excluding the Escrow Amount) and the Post-Closing Payment (including, as applicable, the Post-Closing Option Payment) to each Stockholder and, with respect to the Closing Date Option Payment and the Post-Closing Option Payment, to the Company for distribution to the holders of Shares to receive the Merger Consideration to which such holders shall become entitled Options pursuant to this Agreementthe last sentence of Section 2.4(a). At or prior to the Effective Time, Parent shall deposit deposit, or cause to be deposited, with the Paying Agent, for the benefit of the holders of shares of Company Common Stock (other than the Contributors with respect to their Contributed Shares) and Options (other than with respect to the Contributed Options), by wire transfer of immediately available funds, an amount in cash equal sufficient to pay the Aggregate Common Stock Consideration Closing Date Payment (including, as applicable, the Closing Date Option Payment) which such Persons shall be entitled to receive pursuant to this Article II (such cash being hereinafter referred to as the “Exchange Fund”; provided that, for the avoidance of doubt, such amount shall not include the Escrow Amount). The Exchange Fund shall be held in trust by the Paying Agent for the benefit of the holders of Shares that are entitled to receive the Merger Consideration. In the event the Exchange Fund is insufficient used solely to make the payments contemplated by this Article II to Stockholders of the Closing Date Payment (including if Dissenting Company Shares lose their status including, as such)applicable, Parent the Closing Date Option Payment which shall promptly deposit, or cause to be deposited, with the Paying Agent, by wire transfer of immediately available funds, an amount in cash such that the Exchange Fund becomes sufficient to make such payments. Funds made available to the Paying Agent shall, if Parent so elects, be invested by the Paying Agent, as directed by Xxxxxx, in, and only in, short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the United States of America with maturities of no more than thirty (30) days or in commercial paper obligations rated A-1 or P1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, pending payment thereof by the Paying Agent Company for distribution to the holders of Shares Options pursuant to this Article II; provided that no investment the last sentence of Section 2.4(a)). For the avoidance of doubt, neither Parent nor the Company shall be obligated (i) to make any cash payment of the aggregate exercise price of any Options to the holder of such deposited funds shall relieve Parent, the Surviving Corporation Options or the Paying Agent from promptly making the payments required by this Article II, and following (ii) to make any losses from any such investment, Parent shall promptly deposit cash payment with the Paying Agent by wire transfer of immediately available funds, for the benefit of the holders of Shares, an amount in cash equal respect to the amount of such lossesContributed Shares or Contributed Options, which additional funds will be held and disbursed in the same manner as funds initially deposited with the Paying Agent to make the payments contemplated by this Article II. Any interest or income produced by such investments will be payable to Merger Sub or Parent, as Parent directs. Parent shall direct the Paying Agent to hold the Exchange Fund for the benefit of the persons entitled to Merger Consideration in accordance with Section 2.01 and to make payments from the Exchange Fund in accordance with this Section 2.02. The Exchange Fund shall not be used for any purpose other than to fund payments pursuant to this as set forth in Section 2.02, except as expressly provided for in this Agreement2.8.

Paying Agent. Prior to the Effective Time, Parent shall designate a U.S.-based nationally recognized financial institution bank or trust company reasonably acceptable to the Company to act as agent (the “Paying Agent”) for the benefit payment of the holders of Shares Merger Consideration, in each case in accordance with this Article II and, in connection therewith, shall prior to receive the Merger Consideration Closing Date enter into an agreement with the Paying Agent in a form reasonably acceptable to which such holders shall become entitled pursuant to this Agreementthe Company. At or prior to the Effective Time, Parent shall deposit or cause to be deposited with the Paying Agent, by wire transfer of immediately available funds, Agent an amount in cash equal sufficient to pay the Aggregate Common Stock aggregate Merger Consideration deliverable pursuant to this Article II (such cash amount being hereinafter referred to as the “Exchange Fund”). The Notwithstanding anything to the contrary contained hereto, the Paying Agent shall not disburse any part of the Exchange Fund until the Dissenters Determination Date. Pending its disbursement in satisfaction of such obligations, the Exchange Fund shall be held in trust by the Paying Agent for the benefit of the holders of Shares that are entitled to receive the Merger Consideration. In the event the Exchange Fund is insufficient to make the payments contemplated by this Article II (including if Dissenting Company Shares lose their status as such), Parent shall promptly deposit, or cause to be deposited, with the Paying Agent, by wire transfer of immediately available funds, an amount in cash such that the Exchange Fund becomes sufficient to make such payments. Funds made available to the Paying Agent shall, if Parent so elects, be invested by the Paying Agent, Agent as directed by XxxxxxParent in (i) short-term direct obligations of the United States of America, in, and only in, (ii) short-term obligations of, or short-term obligations fully guaranteed as to principal for which the full faith and interest by, credit of the United States of America with maturities is pledged to provide for the payment of no more than thirty principal and interest, (30iii) days or in short-term commercial paper obligations rated A-1 or P1 or better the highest quality by either Xxxxx’x Investors Service, Inc. or Standard & and Poor’s CorporationRatings Services or (iv) certificates of deposit, pending bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $1 billion. Upon the date that is one business day after the Dissenters Determination Date, the Paying Agent shall disburse to Parent that portion of the Exchange Fund (if any) attributable to Dissenting Shares. If a Dissenting Shareholder effectively withdraws its demand for, or loses its rights to, payment thereof by of fair cash value pursuant to Section 1701.85 of the OGCL with respect to any Dissenting Shares, (i) such Company Common Stock shall cease to be Dissenting Shares and (ii) Parent shall make available or cause to be made available to the Paying Agent additional funds in an amount equal to the product of (x) the number of Dissenting Shares for which the Dissenting Shareholder has withdrawn its demand for, or lost its rights to, payment of fair cash value pursuant to 1701.85 of the OGCL and (y) the Merger Consideration. Parent shall or shall cause the Surviving Corporation 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 Paying Agent to the holders of Shares pursuant to make such payments under Section 2.1(c). Nothing contained in this Article II; provided that Section 2.2(a) and no investment of such deposited funds shall relieve Parent, the Surviving Corporation or the Paying Agent losses resulting from promptly making the payments required by this Article II, and following any losses from any such investment, Parent shall promptly deposit with the Paying Agent by wire transfer of immediately available funds, for the benefit investment of the holders of Shares, an amount in cash equal to the amount of such losses, which additional funds will be held and disbursed in the same manner as funds initially deposited with the Paying Agent shall diminish the rights of any holder of Company Common Stock (including Restricted Shares that are treated as Company Common Stock pursuant to make Section 2.4(b)) to receive the payments contemplated by this Article II. Any interest or income produced by such investments will be payable to Merger Sub or Parent, as Parent directs. Parent shall direct the Paying Agent to hold the Exchange Fund for the benefit of the persons entitled to Merger Consideration or any holder of an Option to receive the Designated Consideration, in accordance with Section 2.01 and to make payments from the Exchange Fund in accordance with this Section 2.02. The Exchange Fund shall not be used for any purpose other than to fund payments pursuant to this Section 2.02, except each case as expressly provided for in this Agreementherein.

Paying Agent. Prior to the Effective Time, Parent shall designate a U.S.-based nationally recognized financial institution reasonably acceptable to the Company to act as agent (the “Paying Agent”) for the benefit of the holders of Shares to receive the Merger Consideration to which such holders shall become entitled pursuant to this Agreement. At or prior to the Effective Time, the Parent shall deposit (i) enter into an agreement (in form and substance reasonably acceptable to the Company) with the Paying Agent for the Paying Agent to act as paying agent for the Merger and (ii) deposit, or cause to be deposited (including by directing that available cash of the Company and/or its Subsidiaries (including, if requested by Parent no later than three (3) Business Days prior to Closing, any cash proceeds received upon liquidating any investments held in highly liquid short-term interest-bearing investments in the United States) be deposited with the Paying Agent at the Effective Time), with the Paying Agent, by wire transfer of immediately available funds, an amount in cash equal to the Aggregate Common Stock Consideration (the “Exchange Fund”). The Exchange Fund shall be held in trust by the Paying Agent for the benefit of the holders of Shares that are entitled shares of Company Common Stock outstanding immediately prior to receive the Merger Consideration. In the event the Exchange Fund is insufficient to make the payments contemplated by this Article II (including if Dissenting Company Shares lose their status as such)Effective Time, Parent shall promptly deposit, or cause to be deposited, with the Paying Agent, by wire transfer of immediately available funds, an amount in cash such that the Exchange Fund becomes sufficient to make such payments. Funds made available to for payment through the Paying Agent shallin accordance with this Section 2.2, if Parent so elects, the Payment Fund. The Payment Fund shall not be used for any other purpose. The Payment Fund shall be invested by the Paying Agent, Agent as directed by Xxxxxxthe Parent; provided, inhowever, and only in, short-term that such investments shall be in obligations of, of or short-term obligations fully guaranteed as to principal and interest by, by the United States of America with maturities of no more than thirty (30) days or America, in commercial paper obligations rated A-1 or P1 P-1 or better by Xxxxx’x Xxxxx'x Investors Service, Inc. or Standard & Poor’s 's Corporation, pending payment thereof by respectively, or in certificates of deposit, bank repurchase agreements or banker's acceptances of commercial banks with capital exceeding $10 billion (based on the Paying Agent most recent financial statements of such bank which are then publicly available); provided, however, that no gain or loss thereon shall affect the amounts payable hereunder and the Parent shall take all actions necessary to ensure that the Payment Fund includes at all times cash sufficient to satisfy the Parent's obligation to pay the Merger Consideration under this Agreement. Any interest and other income resulting from such investments (net of any losses) shall be paid to the holders of Shares Parent pursuant to this Article II; provided that no investment of such deposited funds shall relieve Parent, Section 2.2(e). In the Surviving Corporation or event the Paying Agent from promptly making Payment Fund is diminished below the payments level required by this Article II, and following any losses from any such investment, Parent shall promptly deposit with the Paying Agent by wire transfer of immediately available funds, for the benefit of the holders of Shares, an amount in cash equal to the amount of such losses, which additional funds will be held and disbursed in the same manner as funds initially deposited with the Paying Agent to make prompt cash payments as required under Section 2.2(b), including any such diminishment as a result of investment losses, the payments contemplated by this Article II. Any interest Parent shall, or income produced by such investments will be payable shall cause the Surviving Corporation to, immediately deposit additional cash into the Payment Fund in an amount equal to Merger Sub or Parent, as Parent directs. Parent shall direct the Paying Agent to hold deficiency in the Exchange Fund for the benefit of the persons entitled to Merger Consideration in accordance with Section 2.01 and amount required to make payments from the Exchange Fund in accordance with this Section 2.02. The Exchange Fund shall not be used for any purpose other than to fund payments pursuant to this Section 2.02, except as expressly provided for in this Agreementsuch payments.