Common use of Exchange Agent Clause in Contracts

Exchange Agent. At or prior to the Effective Time, Parent shall deposit or cause to be deposited with a bank or trust company designated by the Company and reasonably acceptable to Parent (the “Exchange Agent”), for the benefit of the holders of shares of Company Common Stock (subject to Section 2.01(b) (Cancelation of Treasury Stock and Parent-Owned Stock) and Section 2.01(d) (Appraisal Rights)) as of immediately prior to the Effective Time, for exchange in accordance with this Article II, through the Exchange Agent, (i) book-entry shares representing the full number of shares of Parent Common stock and Depositary Shares included in the Merger Consideration and (ii) sufficient funds for the payment of the aggregate amount of cash included in the Merger Consideration (the “Exchange Fund”). Parent shall additionally deposit in the Exchange Fund, after the Effective Time on the appropriate payment date, if applicable, and provide or cause to be provided any dividends or other distributions payable on the shares of Parent Common Stock and Depositary Shares included in the Exchange Fund in accordance with Section 2.02(i). In the event the cash portion of the Exchange Fund shall be insufficient to make the payment of the aggregate Merger Consideration pursuant to Section 2.01(c), Parent shall promptly deposit, or cause to be deposited, additional funds with the Exchange Agent in an amount sufficient to make such payments. Funds made available to the Exchange Agent shall be invested by the Exchange Agent, as directed by the Surviving Corporation, in direct short-term obligations of, or direct short-term obligations fully guaranteed as to principal and interest by, the United States of America with maturities of no more than thirty (30) days, pending payment thereof by the Exchange Agent to the holders of shares of Company Common Stock pursuant to Section 2.01(c); provided, however, that no investment of such deposited funds shall relieve Parent, the Surviving Corporation or the Exchange Agent from promptly making the payment of the aggregate Merger Consideration as required by Section 2.01(c), and following any losses from any such investment, Parent shall promptly provide additional funds to the Exchange Agent, for the benefit of the holders of Company Common Stock as of immediately prior to the Effective Time, in the amount of such losses, which additional funds will be held and disbursed in the same manner as funds initially deposited with the Exchange Agent for payment of the aggregate Merger Consideration to such holders of Company Common Stock. Parent shall direct the Exchange Agent to hold the Exchange Fund for the benefit of such holders of Company Common Stock and to make payments from the Exchange Fund in accordance with this Section 2.02. The Exchange Fund shall not be used for any purpose other than to fund payment of the aggregate Merger Consideration pursuant to Section 2.01(c).

Exchange Agent. At or Prior to the First Effective Time, Parent shall enter into an agreement (in form and substance reasonably satisfactory to the Company) with the Exchange Agent to act as exchange agent for the payment of the Merger Consideration upon surrender of the Certificates pursuant to this Article III, in the case of certificated Shares, and automatically, in the case of Book-Entry Shares. Immediately prior to the First Effective Time, Parent shall deposit or cause to be deposited with a bank or trust company designated by the Company and reasonably acceptable to Parent (the “Exchange Agent”), for the benefit of the holders of shares of Company Common Stock (subject to Section 2.01(b) (Cancelation of Treasury Stock and Parent-Owned Stock) and Section 2.01(d) (Appraisal Rights)) as of immediately prior to the Effective Time, for exchange in accordance with this Article II, through the Exchange Agent, Agent (ia) cash in the aggregate amount required to pay the aggregate Cash Consideration and (b) book-entry shares representing the full aggregate number of shares of Parent Common stock and Depositary Shares included Stock required to pay the Stock Consideration, in the Merger Consideration and (ii) sufficient funds for the payment each case, in respect of the aggregate Shares (such cash amount of cash included in the Merger Consideration (and shares being referred to herein as the “Exchange Fund”). Parent The Exchange Fund shall additionally deposit be used solely for purposes of paying the Merger Consideration in accordance with this Article III and shall not be used to satisfy any other obligation of the Exchange Fund, after the Effective Time on the appropriate payment date, if applicable, and provide Company or cause to be provided any dividends or other distributions payable on the shares of Parent Common Stock and Depositary Shares included in its Subsidiaries. Pending distribution of the Exchange Fund in accordance with Section 2.02(i). In the event the cash portion of the Exchange Fund shall be insufficient to make the payment of the aggregate Merger Consideration pursuant to Section 2.01(c)this Article III, Parent shall promptly deposit, or cause to be deposited, additional funds with the Exchange Agent in an amount sufficient to make such payments. Funds made available to the Exchange Agent shall be invested by the Exchange Agent, as directed by the Surviving Corporation, in may direct short-term obligations of, or direct short-term obligations fully guaranteed as to principal and interest by, the United States of America with maturities of no more than thirty (30) days, pending payment thereof by the Exchange Agent to invest the holders of shares of Company Common Stock pursuant to Section 2.01(c)cash in the Exchange Fund; provided, however, that (i) no such investment of such deposited funds or losses thereon shall relieve Parent, affect the Surviving Corporation or the Exchange Agent from promptly making the payment of the aggregate Merger Consideration as required by Section 2.01(c), payable to the Company Shareholders and following any losses from any such investment, Parent shall promptly provide additional funds to the Exchange Agent, Agent for the benefit of the holders of Company Common Stock as of immediately prior to the Effective Time, Shareholders in the amount of any such losseslosses and (ii) such investments (A) shall be obligations of or guaranteed by the United States of America, which additional commercial paper obligations receiving the highest rating from either ▇▇▇▇▇’▇ Investors Services, Inc. or Standard & Poor’s Corporation, or certificates of deposit, bank repurchase agreements or bankers acceptances of domestic commercial banks with capital exceeding $5,000,000,000 (collectively “Permitted Investments”) or money market funds that are invested solely in Permitted Investments and (B) shall have maturities that will not prevent or delay payments to be held and disbursed in the same manner as funds initially deposited with the Exchange Agent for payment made pursuant to this Article III. Any income from investment of the aggregate Merger Consideration to such holders of Company Common Stock. Parent shall direct the Exchange Agent to hold the Exchange Fund will be payable solely to Parent. The Surviving Company shall pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of Shares for the benefit of such holders of Company Common Stock and to make payments from the Exchange Fund in accordance with this Section 2.02. The Exchange Fund shall not be used for any purpose other than to fund payment of the aggregate Merger Consideration pursuant to Section 2.01(c)Consideration.

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

Exchange Agent. At Prior to the Effective Time, Parent shall select an institution reasonably acceptable to the Company to act as the exchange agent (the “Exchange Agent”) in the Merger for the purpose of exchanging Certificates and Book Entry Shares for the applicable Merger Consideration (including to pay to holders of such Certificates and Book Entry Shares cash in lieu of Fractional Shares, if any, pursuant to Section 2.6(f)). Prior to the Effective Time, Parent shall enter into or shall have entered into an exchange agent agreement with the Exchange Agent in a form reasonably acceptable to the Company, which agreement shall set forth the duties, responsibilities and obligations of the Exchange Agent consistent with the terms of this Agreement and such agreement shall be reasonably acceptable to the Company. Parent will make available to the Exchange Agent, at or prior to the Effective Time, a number of shares of Parent shall deposit Class A Common Stock and Parent Preferred Stock sufficient to pay the aggregate Merger Consideration pursuant to Section 2.6(a) (such shares of Parent Class A Common Stock and Parent Preferred Stock, together with any cash in lieu of Fractional Shares, dividends or cause to be deposited distributions with a bank or trust company designated by the Company and reasonably acceptable to Parent (respect thereto, the “Exchange AgentFund”). Promptly after the Effective Time and in any event within ten (10) Business Days after the Effective Time, for Parent will cause the benefit Exchange Agent to send to each holder of the holders of shares of Company Common Stock record (subject to Section 2.01(b) (Cancelation of Treasury Stock and Parent-Owned Stock) and Section 2.01(d) (Appraisal Rights)) as of immediately prior to the Effective Time, for exchange in accordance with this Article II, through the Exchange Agent, ) of a Certificate (i) book-entry shares representing a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the full number of shares of Parent Common stock and Depositary Shares included in the Merger Consideration and (ii) sufficient funds for the payment Certificates shall pass, only upon proper delivery of the aggregate amount of cash included in the Merger Consideration (the “Exchange Fund”). Parent shall additionally deposit in the Exchange Fund, after the Effective Time on the appropriate payment date, if applicable, and provide or cause to be provided any dividends or other distributions payable on the shares of Parent Common Stock and Depositary Shares included in the Exchange Fund in accordance with Section 2.02(i). In the event the cash portion of the Exchange Fund shall be insufficient to make the payment of the aggregate Merger Consideration pursuant to Section 2.01(c), Parent shall promptly deposit, or cause to be deposited, additional funds with the Exchange Agent in an amount sufficient to make such payments. Funds made available Certificates to the Exchange Agent or by appropriate guarantee of delivery in the form customarily used in transactions of this nature from a member of a national securities exchange, a member of the Financial Industry Regulatory Authority, or a commercial bank or trust company in the United States) and shall have such other terms as shall be invested reasonably requested by the Exchange Agent, as directed by the Surviving Corporation, in direct short-term obligations of, or direct short-term obligations fully guaranteed as to principal and interest by, the United States of America with maturities of no more than thirty (30) days, pending payment thereof by the Exchange Agent Company prior to the holders Closing for use in effecting delivery of shares of Company Common Stock or Company Preferred Stock to the Exchange Agent and (ii) instructions for effecting the surrender of Certificates in exchange for the Merger Consideration issuable and payable in respect thereof (including any cash in lieu of Fractional Shares pursuant to Section 2.01(c2.6(f); provided, however, that no investment ) and any dividends or other distributions to which such holders are entitled pursuant to Section 2.7(d). Each holder of such deposited funds shall relieve Parent, the Surviving Corporation or the Exchange Agent from promptly making the payment of the aggregate Merger Consideration as required by Section 2.01(c), and following any losses from any such investment, Parent shall promptly provide additional funds to the Exchange Agent, for the benefit of the holders of Company Common Stock as of Book Entry Shares immediately prior to the Effective Time, in the amount Time shall not be required to deliver a Certificate or an executed letter of such losses, which additional funds will be held and disbursed in the same manner as funds initially deposited with the Exchange Agent for payment of the aggregate Merger Consideration transmittal to such holders of Company Common Stock. Parent shall direct the Exchange Agent to hold receive the Exchange Fund for the benefit of such holders of Company Common Stock and to make payments from the Exchange Fund in accordance with this Section 2.02. The Exchange Fund shall not be used for any purpose other than to fund payment of the aggregate applicable Merger Consideration payable pursuant to Section 2.01(c2.1 (including cash in lieu of any Fractional Shares pursuant to Section 2.6(f)). In lieu thereof, each holder of record of one or more Book Entry Shares may provide an “agent’s message” in customary form with respect to any Book Entry Share (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request).

Exchange Agent. At (a) Merger Sub shall authorize one or more persons to act as Exchange Agent hereunder (the "Exchange Agent"). (b) Immediately prior to the Effective Time, Parent Merger Sub shall deposit or cause in escrow with the Exchange Agent funds in an aggregate amount equal to be deposited with a bank or trust company designated by (and from time to time deposit additional funds so that the Company and reasonably acceptable to Parent aggregate amount in escrow is not less than) the product of (i) the “Exchange Agent”), for the benefit of the holders number of shares of Company Common Stock (subject to Section 2.01(b) (Cancelation of Treasury Stock and Parent-Owned Stock) and Section 2.01(d) (Appraisal Rights)) as of outstanding immediately prior to the Effective TimeTime (other than any such shares held in treasury of the Company and its subsidiaries, for exchange in accordance with this Article IIowned by Parent or its affiliates, through tendered by the Exchange AgentPre-Offer Stockholders or known at the Effective Time to be Dissenting Shares), (i) book-entry shares representing the full number of shares of Parent Common stock and Depositary Shares included in the Merger Consideration and (ii) sufficient funds for the payment of the aggregate amount of cash included in the Merger Consideration Cash Price (the “Exchange "Payment Fund”"). Parent shall additionally deposit in the Exchange Fund, after the Effective Time on the appropriate payment date, if applicable, and provide or cause to be provided any dividends or other distributions payable on the shares of Parent Common Stock and Depositary Shares included in the Exchange The Payment Fund in accordance with Section 2.02(i). In the event the cash portion of the Exchange Fund shall be insufficient to make the payment of the aggregate Merger Consideration pursuant to Section 2.01(c), Parent shall promptly deposit, or cause to be deposited, additional funds with the Exchange Agent in an amount sufficient to make such payments. Funds made available to the Exchange Agent shall be invested by the Exchange Agent, Agent as directed by the Surviving Corporation, and any net earnings with respect thereto shall be paid to the Surviving Corporation as and when required by the Surviving Corporation. (c) The Exchange Agent shall, pursuant to irrevocable instructions, make the payments referred to in direct short-term obligations of, or direct short-term obligations fully guaranteed as to principal and interest by, Section 3.1(c) hereof out of the United States of America with maturities of no more than thirty (30) days, pending payment thereof by Payment Fund. The Merger Sub shall cause the Exchange Agent to make the holders payments referred to in Section 3.1(c) within 10 days of shares of Company Common Stock pursuant to Section 2.01(c); provided, however, that no investment of such deposited funds shall relieve Parent, the Surviving Corporation or the Exchange Agent from promptly making the payment of the aggregate Merger Consideration as required by Section 2.01(c), and following any losses from any such investment, Parent shall promptly provide additional funds to the Exchange Agent, for the benefit of the holders of Company Common Stock as of immediately prior to the Effective Time, in the amount of such losses, which additional funds will be held and disbursed in the same manner as funds initially deposited with the Exchange Agent for payment of the aggregate Merger Consideration to such holders of Company Common Stock. Parent shall direct the Exchange Agent to hold the Exchange Fund for the benefit of such holders of Company Common Stock and to make payments from the Exchange Fund in accordance with this Section 2.02. The Exchange Payment Fund shall not be used for any purpose other purpose, except as provided herein. If cash is deposited in the Payment Fund in respect of shares of Company Common Stock that subsequently become Dissenting Shares, the Exchange Agent shall promptly repay to the Surviving Corporation from the Payment Fund an amount equal to the product of (i) the number of such Dissenting Shares, and (ii) the Cash Price. Promptly following the date which is six months after the Effective Time, the Exchange Agent shall return to the Surviving Corporation all cash, certificates and other instruments in its possession relating to the transactions described in this Agreement, and the Exchange Agent's duties shall terminate except as set forth in Section 3.3(e) hereof. Thereafter, each holder of a certificate representing a share of Company Common Stock entitled to receive at the Effective Time cash therefor may surrender such certificate to the Surviving Corporation and (subject to applicable abandoned property, escheat and similar laws) receive in exchange therefor the amount of cash per share of Company Common Stock specified in Section 3.1(c) hereof, without interest, but shall have no greater rights against the Surviving Corporation than may be accorded to general creditors of the Surviving Corporation under Delaware law. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto shall be liable to a holder of shares of Company Common Stock for any cash delivered pursuant hereto to a public official pursuant to applicable abandoned property laws. (d) As soon as practicable after the Effective Time, the Exchange Agent shall mail to each holder of record (other than to fund payment Parent or its affiliates, the Company or any subsidiary of the aggregate Merger Consideration Company) of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common stock (the "Certificates"): (i) a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent); and (ii) instructions for use in effecting the surrender of the Certificate in exchange for the Cash Price and Escrow Right upon surrendering of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor (i) cash in an amount equal to the Cash Price plus the amount distributed with respect to each Escrow Right prior to the time of surrender of the Certificate and (ii) one Escrow Right (to the extent that the Escrow Agreement is then in existence) multiplied by the number of shares of Company Common Stock theretofore represented by the Certificate, and the Certificate so surrendered shall forthwith be canceled. (e) Upon receipt of any portion of the Escrow Fund pursuant to Section 2.01(c)the terms of the Tax Contingency Settlement Agreement and the Escrow Agreement, the Exchange Agent shall distribute such amounts pro-rata to each holder of the Escrow Rights.

Exchange Agent. Prior to the Effective Time, Parent shall designate ▇▇▇▇▇ Fargo Bank, National Association, or another bank, trust company or transfer agent as reasonably satisfactory to the Company to act as agent (the “Exchange Agent”) for the holders of shares of Company Common Stock to receive the Merger Consideration to which such holders shall become entitled with respect to such holder’s shares of Company Common Stock pursuant to Section 3.1(c). At or prior to the Effective Time, Parent or Merger Sub shall deposit with the Exchange Agent (i) that number of shares of Parent Common Stock, as applicable, (ii) cash, and (iii) CVR Certificates representing the aggregate number of CVRs issuable pursuant to the CVR Agreement, in each case as are issuable or cause payable pursuant to be deposited with a bank or trust company designated by the Company and reasonably acceptable to Parent (the “Exchange Agent”), for the benefit of the holders this Article III in respect of shares of Company Common Stock (subject for which Certificates or Book-Entry Shares are properly delivered to Section 2.01(b) (Cancelation of Treasury Stock and Parent-Owned Stock) and Section 2.01(d) (Appraisal Rights)) as of immediately prior to the Effective Time, for exchange in accordance with this Article II, through the Exchange Agent. The deposit made by Parent or Merger Sub, (ias the case may be, pursuant to this Section 3.2(a) book-entry shares representing the full number of shares of Parent Common stock and Depositary Shares included in the Merger Consideration and (ii) sufficient funds for the payment of the aggregate amount of cash included in the Merger Consideration (is hereinafter referred to as the “Exchange Fund”). Parent The Exchange Agent shall additionally deposit in the Exchange Fund, after the Effective Time on the appropriate payment date, if applicable, and provide or cause to be provided any dividends or other distributions payable on the shares of Parent Common Stock and Depositary Shares included in the Exchange Fund in accordance with Section 2.02(i). In the event the cash portion of the Exchange Fund shall be insufficient to make the payment of the aggregate Merger Consideration pursuant to Section 2.01(c), Parent shall promptly deposit, or cause to be deposited, additional funds with the Exchange Agent in an amount sufficient to make such payments. Funds made available to the Exchange Agent shall be invested by the Exchange Agent, as directed by the Surviving Corporation, in direct short-term obligations of, or direct short-term obligations fully guaranteed as to principal and interest by, the United States of America with maturities of no more than thirty (30i) days, pending payment thereof by the Exchange Agent to the holders of shares of Company Common Stock pursuant to Section 2.01(c); provided, however, that no investment of such deposited funds shall relieve Parent, the Surviving Corporation or the Exchange Agent from promptly making the payment of the aggregate Merger Consideration as required by Section 2.01(c), and following any losses from any such investment, Parent shall promptly provide additional funds to the Exchange Agent, held for the benefit of the holders of Company Common Stock as of immediately prior and (ii) applied promptly to making the Effective Time, payments provided for in the amount of such losses, which additional funds will be held and disbursed in the same manner as funds initially deposited with the Exchange Agent for payment of the aggregate Merger Consideration to such holders of Company Common Stock. Parent shall direct the Exchange Agent to hold the Exchange Fund for the benefit of such holders of Company Common Stock and to make payments from the Exchange Fund in accordance with this Section 2.023.1(c). The Exchange Fund shall not be used for any purpose other than that is not expressly provided for in this Agreement; provided that Parent may direct the Exchange Agent to fund payment invest the Exchange Fund in obligations of or guaranteed by the United States of America and backed by the full faith and credit of the aggregate United States of America or in commercial paper obligations rated A-1 or P-1 or better by ▇▇▇▇▇’▇ Investors Services, Inc. or Standard & Poor’s Corporation, respectively; provided further that no such investment or losses thereon shall affect the Merger Consideration pursuant payable to the holders of Company Common Stock, and following any losses Parent shall promptly provide additional funds to the Exchange Agent for the benefit of the holders of Company Common Stock in the amount of such losses. Any interest or other income resulting from such investments shall be (A) the property of Parent and (B) promptly paid to Parent. Parent shall, prior to the Effective Time, allot Parent Common Stock referred to in Section 2.01(c)3.1(c) on the terms and subject to the conditions set forth in this Agreement.

Exchange Agent. At or prior to the Effective Time, Parent shall deposit or cause to be deposited with designate a bank or trust company designated by to act as the Company exchange agent (the identity and terms of designation and appointment of which shall be reasonably acceptable to Parent the Company) for purposes of effecting the payment of all payments required to be made pursuant to Sections 2.1(a), 2.1(b), 2.1(f) and Section 2.3 (in the case of Section 2.3, when ascertained) (collectively, the “Merger Consideration”) in connection with the Merger (the “Exchange Agent”), for and Parent shall enter into an Exchange Agent agreement with the benefit Exchange Agent in form and substance reasonably acceptable to the Company. Parent shall pay, or cause to be paid, the fees and expenses of the holders of shares of Company Common Stock (subject to Section 2.01(b) (Cancelation of Treasury Stock and Parent-Owned Stock) and Section 2.01(d) (Appraisal Rights)) as of immediately Exchange Agent. At or prior to the Effective Time, for exchange or in accordance the case of payments pursuant to Section 2.3, when ascertained, Parent shall deposit, or cause to be deposited, with this Article II, through the Exchange Agent, Agent (i) book-entry shares representing cash in an amount sufficient to pay the full number cash portion of shares of Parent Common stock and Depositary Shares included in the aggregate Merger Consideration and (ii) sufficient funds for the payment of the aggregate amount of cash included in the Merger Consideration (the “Exchange Fund”). Parent shall additionally deposit in the Exchange Fund, after the Effective Time on the appropriate payment date, if applicable, and provide or cause to be provided any dividends or other distributions payable on the shares evidence of Parent Common Stock in book-entry form (and/or certificates representing such Parent Common Stock, at Parent’s election), in each case, to which holders of Shares and Depositary ADSs (other than Excluded Shares included in and ADS representing Excluded Shares) shall be entitled at the Exchange Fund in accordance with Section 2.02(i)Effective Time pursuant to this Agreement. In the event the cash portion of the Exchange Fund shall be such deposited funds or Parent Common Stock are insufficient to make pay the payment of the aggregate Merger Consideration pursuant to Section 2.01(c)Consideration, Parent shall promptly deposit, or cause to be deposited, additional funds with the Exchange Agent in an amount such additional funds or evidence of Parent Common Stock, as applicable, to ensure that the Exchange Agent has sufficient funds and Parent Common Stock to make such payments. Funds made available to The funds representing the Exchange Agent cash portion of the Merger Consideration shall be invested by the Exchange Agent, Agent as directed by the Surviving Corporation, in direct short-term obligations of, or direct short-term obligations fully guaranteed as to principal and interest by, the United States of America with maturities of no more than thirty (30) daysParent, pending payment thereof by the Exchange Agent to the holders of shares of Company Common Stock pursuant to Section 2.01(c)the Shares and ADSs (other than Excluded Shares and ADSs representing Excluded Shares) in accordance with this Article 2; provided, however, that no such investment of or losses shall affect the amounts payable to such deposited funds shall relieve Parent, holders and Parent and the Surviving Corporation or the Exchange Agent from promptly making the payment of the aggregate Merger Consideration Company, as required by Section 2.01(c)applicable, and following any losses from any such investment, Parent shall promptly provide additional replace or cause to be replaced any funds to the Exchange Agent, for the benefit of the holders of Company Common Stock as of immediately prior to the Effective Time, in the amount of such losses, which additional funds will be held and disbursed in the same manner as funds initially deposited with the Exchange Agent that are lost through any investment to the extent necessary to ensure that there are at all times funds sufficient for payment of the aggregate Merger Consideration to such holders of Company Common Stock. Parent shall direct the Exchange Agent to hold pay the Exchange Fund for Merger Consideration. Earnings from such investments shall be the sole and exclusive property of the Surviving Company, and no part of such earnings shall accrue to the benefit of such holders of Company Common Stock and to make payments from the Exchange Fund in accordance with this Section 2.02. The Exchange Fund shall not be used for any purpose other than to fund payment of the aggregate Merger Consideration pursuant to Section 2.01(c)Shares.

Exchange Agent. At or Not less than five (5) days prior to the dissemination of the joint proxy statement/prospectus in definitive form relating to the Company Stockholder Meeting, the Parent Stockholder Meeting and the issuance of Parent Common Stock in connection with the transactions contemplated by this Agreement (together with any amendments or supplements thereto, the “Proxy Statement/Prospectus”), Parent shall appoint a bank or trust company reasonably satisfactory to the Company to act as exchange agent (the “Exchange Agent”) for the payment and delivery of the Merger Consideration and the Fractional Share Consideration, as provided in Section 3.1(a)(ii) and Section 3.8. On or before the Company Merger Effective Time, Parent shall deposit, or cause to be deposited, with the Exchange Agent (i) an amount of shares of Parent Common Stock in book-entry form issuable pursuant to Section 3.1(a)(ii) equal to the aggregate Merger Consideration, and (ii) cash in immediately available funds in an amount sufficient to pay the aggregate Fractional Share Consideration. Parent shall deposit or cause to be deposited with a bank or trust company designated by the Exchange Agent, as necessary from time to time following the Company Merger Effective Time, any dividends or other distributions, if any, to which a holder of shares of Company Common Stock may be entitled pursuant to Section 3.3(e). Such book-entry shares of Parent Common Stock, aggregate Fractional Share Consideration and reasonably acceptable the amounts of any dividends or other distributions deposited with the Exchange Agent pursuant to Parent (this Section 3.3(a) are collectively referred to in this Agreement as the “Exchange Agent”), Fund.” The Exchange Fund shall be for the sole benefit of the holders of shares of Company Common Stock (subject to Section 2.01(b) (Cancelation of Treasury Stock and Parent-Owned Stock) and Section 2.01(d) (Appraisal Rights)) that were outstanding as of immediately prior to the Company Merger Effective Time, for exchange in accordance with this Article II, through . Parent shall cause the Exchange AgentAgent to make, (i) book-entry shares representing and the full number Exchange Agent shall make delivery of shares of Parent Common stock and Depositary Shares included in the Merger Consideration and (ii) sufficient funds for the Consideration, payment of the aggregate amount Fractional Share Consideration and any amounts payable in respect of cash included in the Merger Consideration (the “Exchange Fund”). Parent shall additionally deposit in the Exchange Fund, after the Effective Time on the appropriate payment date, if applicable, and provide or cause to be provided any dividends or other distributions payable on the shares of Parent Common Stock and Depositary Shares included in the Exchange Fund in accordance with Section 2.02(i). In the event the cash portion 3.3(e) out of the Exchange Fund shall be insufficient to make the payment of the aggregate Merger Consideration pursuant to Section 2.01(c), Parent shall promptly deposit, or cause to be deposited, additional funds with the Exchange Agent in an amount sufficient to make such payments. Funds made available to the Exchange Agent shall be invested by the Exchange Agent, as directed by the Surviving Corporation, in direct short-term obligations of, or direct short-term obligations fully guaranteed as to principal and interest by, the United States of America with maturities of no more than thirty (30) days, pending payment thereof by the Exchange Agent to the holders of shares of Company Common Stock pursuant to Section 2.01(c); provided, however, that no investment of such deposited funds shall relieve Parent, the Surviving Corporation or the Exchange Agent from promptly making the payment of the aggregate Merger Consideration as required by Section 2.01(c), and following any losses from any such investment, Parent shall promptly provide additional funds to the Exchange Agent, for the benefit of the holders of Company Common Stock as of immediately prior to the Effective Time, in the amount of such losses, which additional funds will be held and disbursed in the same manner as funds initially deposited with the Exchange Agent for payment of the aggregate Merger Consideration to such holders of Company Common Stock. Parent shall direct the Exchange Agent to hold the Exchange Fund for the benefit of such holders of Company Common Stock and to make payments from the Exchange Fund in accordance with this Section 2.02Agreement. The Exchange Fund shall not be used for any purpose other than to fund payment of the aggregate Merger Consideration pursuant to Section 2.01(c)purpose.

Exchange Agent. At Prior to the Effective Time, Parent shall select an institution reasonably acceptable to the Company to act as the exchange agent (the “Exchange Agent”) in the Merger for the purpose of exchanging Certificates and Book Entry Shares for the applicable Merger Consideration. Prior to the Effective Time, Parent shall enter into or shall have entered into an exchange agent agreement with the Exchange Agent, which agreement shall set forth the duties, responsibilities and obligations of the Exchange Agent consistent with the terms of this Agreement and such agreement shall be reasonably acceptable to the Company. Parent will make available to the Exchange Agent, at or prior to the Effective Time, a number of shares of Parent shall deposit Common Stock sufficient to pay the aggregate Merger Consideration pursuant to Section 2.6(a) and Section 2.7(e) (such shares of Parent Common Stock, together with any dividends or cause to be deposited distributions with a bank or trust company designated by the Company and reasonably acceptable to Parent (respect thereto, the “Exchange AgentFund”). Promptly after the Effective Time, for Parent will send, or will cause the benefit Exchange Agent to send, to each holder of the holders of shares of Company Common Stock record (subject to Section 2.01(b) (Cancelation of Treasury Stock and Parent-Owned Stock) and Section 2.01(d) (Appraisal Rights)) as of immediately prior to the Effective Time) of a Certificate (A) a letter of transmittal in customary form (which shall specify that delivery shall be effected, for exchange in accordance with this Article IIand risk of loss and title to the Certificates shall pass, through the Exchange Agent, (i) book-entry shares representing the full number of shares of Parent Common stock and Depositary Shares included in the Merger Consideration and (ii) sufficient funds for the payment only upon proper delivery of the aggregate amount of cash included in the Merger Consideration (the “Exchange Fund”). Parent shall additionally deposit in the Exchange Fund, after the Effective Time on the appropriate payment date, if applicable, and provide or cause to be provided any dividends or other distributions payable on the shares of Parent Common Stock and Depositary Shares included in the Exchange Fund in accordance with Section 2.02(i). In the event the cash portion of the Exchange Fund shall be insufficient to make the payment of the aggregate Merger Consideration pursuant to Section 2.01(c), Parent shall promptly deposit, or cause to be deposited, additional funds with the Exchange Agent in an amount sufficient to make such payments. Funds made available Certificates to the Exchange Agent shall be invested or by appropriate guarantee of delivery in the Exchange Agentform customarily used in transactions of this nature from a member of a national securities exchange, as directed by a member of the Surviving Corporation, in direct short-term obligations ofFinancial Industry Regulatory Authority, or direct short-term obligations fully guaranteed as to principal and interest by, a commercial bank or trust company in the United States of America with maturities of no more than thirty (30States) days, pending payment thereof by the Exchange Agent to the holders for use in effecting delivery of shares of Company Common Stock to the Exchange Agent and (B) instructions for effecting the surrender of Certificates in exchange for the Merger Consideration issuable and payable in respect thereof, and any dividends or other distributions to which such holders are entitled to pursuant to Section 2.01(c2.7(d); provided, however, that no investment . Exchange of such deposited funds any Book Entry Shares shall relieve Parent, the Surviving Corporation or the Exchange Agent from promptly making the payment of the aggregate Merger Consideration as required by Section 2.01(c), and following any losses from any such investment, Parent shall promptly provide additional funds to the Exchange Agent, for the benefit of the holders of Company Common Stock as of immediately prior to the Effective Time, in the amount of such losses, which additional funds will be held and disbursed in the same manner as funds initially deposited with the Exchange Agent for payment of the aggregate Merger Consideration to such holders of Company Common Stock. Parent shall direct the Exchange Agent to hold the Exchange Fund for the benefit of such holders of Company Common Stock and to make payments from the Exchange Fund effected in accordance with this Section 2.02. The Exchange Fund shall not be used for any purpose other than Parent’s customary procedures with respect to fund payment of the aggregate Merger Consideration pursuant to Section 2.01(c)securities represented by book entry.

Exchange Agent. At or prior to the Effective Time, Parent shall deposit or cause to be deposited with a bank or trust company designated by the Company and reasonably acceptable to Parent (the “Exchange Agent”), for the benefit of the holders of shares of Company Common Stock (subject to Section 2.01(b) (Cancelation of Treasury Stock and Parent-Owned Stock) and Section 2.01(d) (Appraisal Rights)) as of immediately prior to the Effective Time, for exchange in accordance with this Article II, through the Exchange Agent, (i) book-entry shares representing the full number of shares of Parent Common stock and Depositary Shares included in the Merger Consideration and (ii) sufficient funds for the payment of the aggregate amount of cash included in the Merger Consideration pursuant to Section 2.01(c) (the “Exchange Fund”). Parent shall additionally deposit in the Exchange Fund, after the Effective Time on the appropriate payment date, if applicable, and provide or cause to be provided any dividends or other distributions payable on the shares of Parent Common Stock and Depositary Shares included in the Exchange Fund in accordance with Section 2.02(i). In the event the cash portion of the Exchange Fund shall be insufficient to make the payment of the aggregate Merger Consideration pursuant to Section 2.01(c), Parent shall promptly deposit, or cause to be deposited, additional funds with the Exchange Agent in an amount sufficient to make such payments. Funds made available to the Exchange Agent shall be invested by the Exchange Agent, as directed by the Surviving Corporation, in direct short-term obligations of, or direct short-term obligations fully guaranteed as to principal and interest by, the United States of America with maturities of no more than thirty (30) days, pending payment thereof by the Exchange Agent to the holders of shares of Company Common Stock pursuant to Section 2.01(c); provided, however, that no investment of such deposited funds shall relieve Parent, the Surviving Corporation or the Exchange Agent from promptly making the payment of the aggregate Merger Consideration as required by Section 2.01(c), and following any losses from any such investment, Parent shall promptly provide additional funds to the Exchange Agent, for the benefit of the holders of Company Common Stock as of immediately prior to the Effective Time, in the amount of such losses, which additional funds will be held and disbursed in the same manner as funds initially deposited with the Exchange Agent for payment of the aggregate Merger Consideration to such holders of Company Common Stock. Parent shall direct the Exchange Agent to hold the Exchange Fund for the benefit of such holders of Company Common Stock and to make payments from the Exchange Fund in accordance with this Section 2.02. The Exchange Fund shall not be used for any purpose other than to fund payment of the aggregate Merger Consideration pursuant to Section 2.01(c).

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

Exchange Agent. At or Not less than five (5) days prior to the dissemination of the proxy statement/prospectus in definitive form relating to the Company Shareholder Meeting and the issuance of Parent Common Stock in connection with the transactions contemplated by this Agreement (together with any amendments or supplements thereto, the “Proxy Statement/Prospectus”), Parent shall appoint a bank or trust company reasonably satisfactory to the Company to act as exchange agent (the “Exchange Agent”) for the payment and delivery of the Merger Consideration and the Fractional Share Consideration, as provided in Section 3.1(b)(i) and Section 3.8. On or before the Topco Merger Effective Time, Parent shall deposit, or cause to be deposited, with the Exchange Agent (i) an amount of shares of Parent Common Stock in book-entry form issuable pursuant to Section 3.1(b)(i) equal to the aggregate Merger Consideration, and (ii) cash in immediately available funds in an amount sufficient to pay the aggregate Fractional Share Consideration. Parent shall deposit or cause to be deposited with the Exchange Agent, as necessary from time to time following the Topco Merger Effective Time, any dividends or other distributions, if any, to which a bank holder of New Liberty Holdco Common Shares may be entitled pursuant to Section 3.4(e). Such book-entry shares of Parent Common Stock, aggregate Fractional Share Consideration and the amounts of any dividends or trust company designated by other distributions deposited with the Company and reasonably acceptable Exchange Agent pursuant to Parent (this Section 3.4(a) are collectively referred to in this Agreement as the “Exchange Agent”), Fund.” The Exchange Fund shall be for the sole benefit of the holders of shares of Company New Liberty Holdco Common Stock (subject to Section 2.01(b) (Cancelation of Treasury Stock and Parent-Owned Stock) and Section 2.01(d) (Appraisal Rights)) Shares that were outstanding as of immediately prior to the Topco Merger Effective Time, for exchange in accordance with this Article II, through . Parent shall cause the Exchange AgentAgent to make, (i) book-entry shares representing and the full number Exchange Agent shall make delivery of shares of Parent Common stock and Depositary Shares included in the Merger Consideration and (ii) sufficient funds for the Consideration, payment of the aggregate amount Fractional Share Consideration and any amounts payable in respect of cash included in the Merger Consideration (the “Exchange Fund”). Parent shall additionally deposit in the Exchange Fund, after the Effective Time on the appropriate payment date, if applicable, and provide or cause to be provided any dividends or other distributions payable on the shares of Parent Common Stock and Depositary Shares included in the Exchange Fund in accordance with Section 2.02(i). In the event the cash portion 3.4(e) out of the Exchange Fund shall be insufficient to make the payment of the aggregate Merger Consideration pursuant to Section 2.01(c), Parent shall promptly deposit, or cause to be deposited, additional funds with the Exchange Agent in an amount sufficient to make such payments. Funds made available to the Exchange Agent shall be invested by the Exchange Agent, as directed by the Surviving Corporation, in direct short-term obligations of, or direct short-term obligations fully guaranteed as to principal and interest by, the United States of America with maturities of no more than thirty (30) days, pending payment thereof by the Exchange Agent to the holders of shares of Company Common Stock pursuant to Section 2.01(c); provided, however, that no investment of such deposited funds shall relieve Parent, the Surviving Corporation or the Exchange Agent from promptly making the payment of the aggregate Merger Consideration as required by Section 2.01(c), and following any losses from any such investment, Parent shall promptly provide additional funds to the Exchange Agent, for the benefit of the holders of Company Common Stock as of immediately prior to the Effective Time, in the amount of such losses, which additional funds will be held and disbursed in the same manner as funds initially deposited with the Exchange Agent for payment of the aggregate Merger Consideration to such holders of Company Common Stock. Parent shall direct the Exchange Agent to hold the Exchange Fund for the benefit of such holders of Company Common Stock and to make payments from the Exchange Fund in accordance with this Section 2.02Agreement. The Exchange Fund shall not be used for any purpose other than to fund payment of the aggregate Merger Consideration pursuant to Section 2.01(c)purpose.

Exchange Agent. At or Not less than five (5) days prior to the dissemination of the joint proxy statement/prospectus in definitive form relating to the Company Shareholder Meeting, the Parent Stockholder Meeting and the issuance of Parent Common Stock in connection with the transactions contemplated by this Agreement (together with any amendments or supplements thereto, the “Proxy Statement/Prospectus”), Parent shall appoint a bank or trust company reasonably satisfactory to the Company to act as exchange agent (the “Exchange Agent”) for the payment and delivery of the Merger Consideration and the Fractional Share Consideration, as provided in Section 3.1(a)(ii) and Section 3.8. On or before the Company Merger Effective Time, Parent shall deposit, or cause to be deposited, with the Exchange Agent (i) a number of shares of Parent Common Stock equal to the aggregate Merger Consideration in book-entry form issuable by Parent pursuant to Section 3.1(a)(ii) and (ii) cash in immediately available funds in an amount sufficient to pay the aggregate Fractional Share Consideration payable pursuant to Section 3.8. Parent shall deposit or cause to be deposited with a bank or trust company designated by the Company and reasonably acceptable to Parent (the “Exchange Agent”), for the benefit of the holders of shares of Company Common Stock (subject to Section 2.01(b) (Cancelation of Treasury Stock and Parent-Owned Stock) and Section 2.01(d) (Appraisal Rights)) as of immediately prior to the Effective Time, for exchange in accordance with this Article II, through the Exchange Agent, (i) as necessary from time to time following the Company Merger Effective Time, any dividends or other distributions, if any, to which a holder of Company Common Shares may be entitled pursuant to Section 3.3(e). Such book-entry shares representing the full number of shares of Parent Common stock and Depositary Shares included in the Merger Stock, aggregate Fractional Share Consideration and (ii) sufficient funds for the payment amounts of the aggregate amount of cash included in the Merger Consideration (the “Exchange Fund”). Parent shall additionally deposit in the Exchange Fund, after the Effective Time on the appropriate payment date, if applicable, and provide or cause to be provided any dividends or other distributions payable on the shares of Parent Common Stock and Depositary Shares included in deposited with the Exchange Fund Agent pursuant to this Section 3.3(a) are collectively referred to in accordance with Section 2.02(i). In this Agreement as the event the cash portion of the “Exchange Fund.” The Exchange Fund shall be insufficient to make the payment of the aggregate Merger Consideration pursuant to Section 2.01(c), Parent shall promptly deposit, or cause to be deposited, additional funds with the Exchange Agent in an amount sufficient to make such payments. Funds made available to the Exchange Agent shall be invested by the Exchange Agent, as directed by the Surviving Corporation, in direct short-term obligations of, or direct short-term obligations fully guaranteed as to principal and interest by, the United States of America with maturities of no more than thirty (30) days, pending payment thereof by the Exchange Agent to the holders of shares of Company Common Stock pursuant to Section 2.01(c); provided, however, that no investment of such deposited funds shall relieve Parent, the Surviving Corporation or the Exchange Agent from promptly making the payment of the aggregate Merger Consideration as required by Section 2.01(c), and following any losses from any such investment, Parent shall promptly provide additional funds to the Exchange Agent, for the sole benefit of the holders of Company Common Stock Shares that were outstanding as of immediately prior to the Company Merger Effective Time, in the amount of such losses, which additional funds will be held and disbursed in the same manner as funds initially deposited with the Exchange Agent for payment of the aggregate Merger Consideration to such holders of Company Common Stock. Parent shall direct cause the Exchange Agent to hold make, and the Exchange Fund for Agent shall make, delivery of the benefit Merger Consideration and payment of such holders the Fractional Share Consideration and any amounts payable in respect of Company dividends or other distributions on shares of Parent Common Stock and to make payments from in accordance with Section 3.3(e) 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 payment of the aggregate Merger Consideration pursuant to Section 2.01(c)purpose.

Exchange Agent. At or prior Prior to the Effective Time, Parent shall deposit deposit, or shall cause to be deposited deposited, with a bank Broadridge Corporate Issuer Solutions, Inc. or trust company designated such other agent as mutually agreed upon by the Company and reasonably acceptable to Parent parties (the “Exchange Agent”), for the benefit of the holders of shares of Company Common Stock (subject to Section 2.01(b) (Cancelation and the holders of Treasury Stock Company Equity Awards and Parent-Owned Stock) and Section 2.01(d) (Appraisal Rights)) as of immediately prior to the Effective Time, for exchange in accordance with this Article II, ARTICLE II through the Exchange Agent, (i) book-entry shares representing the full number of shares of sufficient cash and Parent Common stock and Depositary Shares included in the Merger Consideration and (ii) sufficient funds for the payment of the aggregate amount Stock to make all deliveries of cash included and Parent Common Stock as required by this ARTICLE II, pursuant to an exchange agent agreement among Parent and the Exchange Agent (the “Exchange Agent Agreement”) in a form reasonably acceptable to Parent and the Merger Consideration Company. Parent agrees to make available to the Exchange Agent, from time to time as needed, cash sufficient to pay any dividends and other distributions pursuant to Section 2.12(c) and to make payments in lieu of fractional shares pursuant to Section 2.12(e). Any cash and Parent Common Stock deposited with the Exchange Agent (including as payment for any dividends or other distributions in accordance with Section 2.12(c) and fractional shares in accordance with Section 2.12(e)) shall hereinafter be referred to as the “Exchange Fund”). Parent shall additionally deposit in The Exchange Agent shall, pursuant to irrevocable instructions, deliver the Merger Consideration and Option Cancellation Payments contemplated to be paid for shares of Company Common Stock and Company Equity Awards, as applicable, pursuant to this Agreement out of the Exchange Fund, after the Effective Time on the appropriate payment date, if applicable, and provide or cause to be provided . The Exchange Agent shall invest any dividends or other distributions payable on the shares of Parent Common Stock and Depositary Shares cash included in the Exchange Fund in accordance with Section 2.02(i). In the event the cash portion of the Exchange Fund shall be insufficient to make the payment of the aggregate Merger Consideration pursuant to Section 2.01(c), Parent shall promptly deposit, or cause to be deposited, additional funds with the Exchange Agent in an amount sufficient to make such payments. Funds made available to the Exchange Agent shall be invested by the Exchange Agent, as directed by Parent, provided that no such investment or losses thereon shall affect the Surviving Corporation, in direct short-term obligations of, amount of Merger Consideration or direct short-term obligations fully guaranteed as to principal and interest by, the United States of America with maturities of no more than thirty (30) days, pending payment thereof by the Exchange Agent Option Cancellation Payments payable to the holders of shares of Company Common Stock pursuant or holders of Company Equity Awards and any shortfall as a result of losses shall be replenished promptly by Parent. Any interest and other income resulting from such investments shall be paid to Section 2.01(c); provided, however, that no investment of such deposited funds shall relieve Parent, the Surviving Corporation or . Except as contemplated by this Agreement and the Exchange Agent from promptly making Agreement, the payment of the aggregate Merger Consideration as required by Section 2.01(c), and following any losses from any such investment, Parent shall promptly provide additional funds to the Exchange Agent, for the benefit of the holders of Company Common Stock as of immediately prior to the Effective Time, in the amount of such losses, which additional funds will be held and disbursed in the same manner as funds initially deposited with the Exchange Agent for payment of the aggregate Merger Consideration to such holders of Company Common Stock. Parent shall direct the Exchange Agent to hold the Exchange Fund for the benefit of such holders of Company Common Stock and to make payments from the Exchange Fund in accordance with this Section 2.02. The Exchange Fund shall not be used for any purpose other than to fund payment of the aggregate Merger Consideration pursuant to Section 2.01(c)purpose.

Exchange Agent. At or immediately prior to the Effective Time, pursuant to Section 2.2, Parent shall deposit or cause to be deposited with a bank nationally recognized financial institution or trust company designated selected by Parent with the Company and reasonably acceptable Partnership’s prior approval (which approval shall not be unreasonably withheld, conditioned or delayed) to Parent serve as the exchange agent (the “Exchange Agent”), for the benefit of the holders of shares of Company Common Stock (subject to Section 2.01(b) (Cancelation of Treasury Stock and Parent-Owned Stock) and Section 2.01(d) (Appraisal Rights)) as of immediately prior to the Effective Time, for exchange in accordance with this Article II, through the Exchange AgentEligible Units upon Closing, (ia) book-entry shares representing the full an aggregate number of shares of Parent Common stock and Depositary Shares included Stock to be issued in non-certificated book-entry form comprising the Merger Consideration amounts required to be delivered in respect of Eligible Units pursuant to Section 4.1 and (iib) sufficient funds for the payment of the an aggregate amount of cash included comprising approximately the amounts required to be delivered in respect of Eligible Units pursuant to Section 5.5. In addition, Parent shall deposit or cause to be deposited with the Merger Consideration (Exchange Agent, as necessary from time to time after the Effective Time, dividends or other distributions, if any, to which the holders of Eligible Units may be entitled pursuant to Section 5.3 with both a record and payment date after the Effective Time and prior to the surrender of such Eligible Units. Such shares of Parent Common Stock, cash in lieu of fractional shares payable pursuant to Section 5.5 and the amount of any dividends or other distributions deposited with the Exchange Agent pursuant to this Section 5.1 are referred to collectively in this Agreement as the “Exchange Fund”). Parent shall additionally deposit in the Exchange Fund, after the Effective Time on the appropriate payment date, if applicable, and provide or cause to be provided any dividends or other distributions payable on the shares of Parent Common Stock and Depositary Shares included in the Exchange Fund in accordance with Section 2.02(i). In the event the cash portion of the Exchange Fund shall be insufficient to make the payment of the aggregate Merger Consideration pursuant to Section 2.01(c), Parent shall promptly deposit, or cause to be deposited, additional funds with the Exchange Agent in an amount sufficient to make such payments. Funds made available to the Exchange Agent shall be invested by the Exchange Agent, as directed by the Surviving Corporation, in direct short-term obligations of, or direct short-term obligations fully guaranteed as to principal and interest by, the United States of America with maturities of no more than thirty (30) days, pending payment thereof by the Exchange Agent to the holders of shares of Company Common Stock pursuant to Section 2.01(c); provided, however, that no investment of such deposited funds shall relieve Parent, the Surviving Corporation or the Exchange Agent from promptly making the payment of the aggregate Merger Consideration as required by Section 2.01(c), and following any losses from any such investment, Parent shall promptly provide additional funds to the Exchange Agent, for the benefit of the holders of Company Common Stock as of immediately prior to the Effective Time, in the amount of such losses, which additional funds will be held and disbursed in the same manner as funds initially deposited with the Exchange Agent for payment of the aggregate Merger Consideration to such holders of Company Common Stock. Parent shall direct the Exchange Agent to hold the Exchange Fund for the benefit of such holders of Company Common Stock and to make payments from the Exchange Fund in accordance with this Section 2.02. The Exchange Fund shall not be used for any purpose other than to fund payment the purpose expressly provided for in this Agreement. The cash portion of the aggregate Exchange Fund may be deposited by the Exchange Agent as reasonably directed by Parent. Any interest or other income resulting from such investment shall become a part of the Exchange Fund, and any amounts in excess of the amounts payable pursuant to this Agreement shall be promptly returned to Parent. To the extent there are losses with respect to such investments, or the Exchange Fund diminishes for other reasons below the level required to fully satisfy all of the payment obligations to be made in cash by the Exchange Agent hereunder, Parent shall promptly replace or restore the cash in the Exchange Fund so that the Exchange Fund is at all times maintained at a level sufficient for the Exchange Agent to fully satisfy such cash payment obligations. No investment losses resulting from investment of the Exchange Fund shall diminish the rights of any former holder of Eligible Units to receive the Merger Consideration pursuant to Section 2.01(c)as provided in this Agreement.

Exchange Agent. At least five Business Days before the Effective Time, Parent shall designate an exchange and paying agent reasonably acceptable to the Company (the “Exchange Agent”) for the purpose of exchanging Company Common Shares outstanding immediately before the Effective Time. On the Closing Date, Parent shall deposit, or prior shall cause to be deposited, with the Exchange Agent in accordance with this Article II, (i) certificates, or at Parent’s option, shares in book-entry form representing Parent Common Shares to be exchanged in the Merger and (ii) cash (which, for the avoidance of doubt may include the proceeds of the Alterra Insurance Company Dividend) in an amount sufficient to pay the aggregate Cash Consideration payable under Section 2.1(a) and any cash payable in lieu of fractional shares under Section 2.2(e). Following the Effective Time, Parent shall deposit or cause to be deposited with a bank or trust company designated by the Company and reasonably acceptable to Parent (the “Exchange Agent”), for the benefit of the holders of shares of Company Common Stock (subject to Section 2.01(b) (Cancelation of Treasury Stock and Parent-Owned Stock) and Section 2.01(d) (Appraisal Rights)) as of immediately prior to the Effective Time, for exchange in accordance with this Article II, through the Exchange Agent, (i) book-entry shares representing the full number of shares of Parent Common stock and Depositary Shares included in the Merger Consideration and (ii) sufficient funds for the payment of the aggregate amount of cash included in the Merger Consideration (the “Exchange Fund”). Parent shall additionally deposit in the Exchange Fund, after the Effective Time on the appropriate payment date, if applicable, and provide or cause to be provided any dividends or other distributions payable on the shares of Parent Common Stock and Depositary Shares included in the Exchange Fund in accordance with Section 2.02(i). In the event the cash portion of the Exchange Fund shall be insufficient to make the payment of the aggregate Merger Consideration pursuant to Section 2.01(c), Parent shall promptly depositpromptly, or cause to be deposited, additional funds with the Exchange Agent cash in respect of any dividends or distributions to which the shareholders of the Company may be entitled under Section 2.2(c) in an amount sufficient to make pay such paymentsdividends or distributions to shareholders of the Company that have not, as of such date, exchanged their Company Common Shares. Funds made available Such Consideration and cash so deposited are hereinafter referred to as the “Exchange Fund.” No interest shall be paid or accrued for the benefit of holders of the Company Common Shares on cash amounts payable under this Section 2.2. The Exchange Agent shall be invested by invest any cash in the Exchange Agent, Fund as directed by the Surviving Corporation, Parent; provided that such investments shall be in direct short-term obligations of, of or direct short-term obligations fully guaranteed as to principal and interest by, by the United States of America or in money market funds having a rating in the highest investment category granted by a recognized credit rating agency at the time of investment. Any interest and other income resulting from such investments shall be promptly paid to Parent and any amounts in excess of the amounts payable under Section 2.2(b), 2.2(c) and 2.2(e) shall be promptly returned to Parent. To the extent that there are any losses with maturities of no more than thirty (30) daysrespect to any such investments, pending payment thereof by or such cash diminishes for any reason below the level required for the Exchange Agent to the holders of shares of Company Common Stock pursuant to Section 2.01(c); provided, however, that no investment of such deposited funds shall relieve Parent, the Surviving Corporation or the Exchange Agent from promptly making the make prompt cash payment of the aggregate Merger Consideration as required by amounts under Section 2.01(c2.2(b), 2.2(c) and following any losses from any such investment2.2(e), Parent shall promptly provide additional funds replace or restore the cash so as to the Exchange Agent, ensure that there is sufficient cash for the benefit of the holders of Company Common Stock as of immediately prior to the Effective Time, in the amount of such losses, which additional funds will be held and disbursed in the same manner as funds initially deposited with the Exchange Agent for payment of the aggregate Merger Consideration to such holders of Company Common Stock. Parent shall direct the Exchange Agent to hold the Exchange Fund for the benefit of make all such holders of Company Common Stock and to make payments from the Exchange Fund in accordance with this Section 2.02. The Exchange Fund shall not be used for any purpose other than to fund payment of the aggregate Merger Consideration pursuant to Section 2.01(c)payments.

Exchange Agent. At or prior Prior to the Effective Time, Parent shall select a nationally recognized financial institution or trust company with the Company’s prior approval (which approval shall not be unreasonably withheld, conditioned or delayed) to serve as the exchange agent (the “Exchange Agent”). At or substantially concurrently with the Effective Time, Parent shall deposit, or cause to be deposited, (a) with Cacéis Corporate Trust (14, rue Rouget de Lisle—92189 Issy Les Moulineaux), as custodian and transfer agent for Parent Ordinary Shares (the “French Custodian”), with a securities account opened in the books of a depositary bank reasonably acceptable to both Parent and the Company, as depositary for the ADSs (including any successor depositary thereto, the “Depositary Bank”), an aggregate number of Parent Ordinary Shares required to be issued in respect of shares of Company Common Stock pursuant to Section 2.1, and (b) with the Depositary Bank, ADRs representing the aggregate number of ADSs required to be issued in respect of shares of Company Common Stock pursuant to Section 2.1, and the Depositary Bank shall be authorized to issue the ADSs representing Parent Ordinary Shares in accordance with this Agreement and the Depositary Agreement. In addition, Parent shall deposit or cause to be deposited with a bank or trust company designated by the Company and reasonably acceptable to Parent (the “Exchange Agent”), for the benefit of the holders of shares of Company Common Stock (subject to Section 2.01(b) (Cancelation of Treasury Stock and Parent-Owned Stock) and Section 2.01(d) (Appraisal Rights)) as of immediately prior to the Effective Time, for exchange in accordance with this Article II, through the Exchange AgentAgent or the French Custodian, (i) book-entry shares representing the full number of shares of Parent Common stock and Depositary Shares included in the Merger Consideration and (ii) sufficient funds for the payment of the aggregate amount of cash included in the Merger Consideration (the “Exchange Fund”). Parent shall additionally deposit in the Exchange Fundas applicable, from time to time after the Effective Time on the appropriate payment dateas necessary, any dividends or other distributions, if applicableany, to which the holders of Eligible Shares may be entitled pursuant to Section 3.3 with both a record and provide or cause payment date after the Effective Time and prior to be provided the surrender of such Eligible Shares. Such ADSs, cash in lieu of any fractional shares payable pursuant to Section 3.5 and the amount of any dividends or other distributions payable on the shares of Parent Common Stock and Depositary Shares included in the Exchange Fund in accordance with Section 2.02(i). In the event the cash portion of the Exchange Fund shall be insufficient to make the payment of the aggregate Merger Consideration pursuant to Section 2.01(c), Parent shall promptly deposit, or cause to be deposited, additional funds with the Exchange Agent in an amount sufficient to make such payments. Funds made available to the Exchange Agent shall be invested by the Exchange Agent, as directed by the Surviving Corporation, in direct short-term obligations of, or direct short-term obligations fully guaranteed as to principal and interest by, the United States of America with maturities of no more than thirty (30) days, pending payment thereof by the Exchange Agent to the holders of shares of Company Common Stock pursuant to Section 2.01(c); provided, however, that no investment of such deposited funds shall relieve Parent, the Surviving Corporation or the Exchange Agent from promptly making the payment of the aggregate Merger Consideration as required by Section 2.01(c), and following any losses from any such investment, Parent shall promptly provide additional funds to the Exchange Agent, for the benefit of the holders of Company Common Stock as of immediately prior to the Effective Time, in the amount of such losses, which additional funds will be held and disbursed in the same manner as funds initially deposited with the Exchange Agent for payment of or the aggregate Merger Consideration French Custodian pursuant to such holders of Company Common Stock. Parent shall direct the Exchange Agent to hold the Exchange Fund for the benefit of such holders of Company Common Stock and to make payments from the Exchange Fund in accordance with this Section 2.02. 3.1 are referred to collectively in this Agreement as the “Exchange Fund.” The Exchange Fund shall not be used for any purpose other than to fund payment for the purpose expressly provided for in this Agreement. The cash portion of the aggregate Exchange Fund shall be invested by the Exchange Agent as reasonably directed by Parent. Any interest and other income resulting from such investment shall become a part of the Exchange Fund, and any amounts in excess of the amounts payable pursuant to this Agreement shall be promptly returned to Parent. To the extent there are losses with respect to such investments, or the Exchange Fund diminishes for other reasons below the level required to fully satisfy all of the payment obligations to be made in cash by the Exchange Agent hereunder, Parent shall promptly replace or restore the cash in the Exchange Fund so that the Exchange Fund is at all times maintained at a level sufficient for the Exchange Agent to fully satisfy such cash payment obligations. No investment losses resulting from investment of the Exchange Fund shall diminish the rights of any former holder of Eligible Shares to receive the Merger Consideration pursuant to Section 2.01(c)as provided in this Agreement.

Exchange Agent. At or prior to the First Effective Time, Parent shall deposit deposit, or cause to be deposited deposited, with a bank an exchange agent selected by Parent with the Company’s prior written approval, which shall not be unreasonably withheld or trust company designated by the Company and reasonably acceptable to Parent delayed (the “Exchange Agent”), for the benefit of the holders of shares of Company Common Stock Shares (subject to Section 2.01(b) (Cancelation of Treasury Stock and Parent-Owned Stock) and Section 2.01(d) (Appraisal Rightsother than Excluded Shares)) as of immediately prior to the Effective Time, for exchange in accordance with this Article II, through the Exchange Agent, (i) book-entry shares representing the full an aggregate number of shares of Parent Common stock and Depositary Shares included Stock to be credited in the Merger Consideration stock ledger and (ii) sufficient funds for other appropriate books and records of Parent in uncertificated form or book-entry form comprising the payment of the aggregate amount of cash included in the Merger Consideration (the “Exchange Fund”). Parent shall additionally deposit in the Exchange Fund, after the Effective Time on the appropriate payment date, if applicable, and provide or cause required to be provided any dividends or delivered pursuant to Section 2.02 in respect of Shares (other distributions payable on the shares of Parent Common Stock and Depositary Shares included in the Exchange Fund in accordance with Section 2.02(ithan Excluded Shares). In the event the cash portion of the Exchange Fund shall be insufficient to make the payment of the aggregate Merger Consideration pursuant to Section 2.01(c)addition, Parent shall promptly deposit, or cause to be deposited, additional funds with the Exchange Agent in an amount sufficient to make such payments. Funds made available to the Exchange Agent shall be invested by the Exchange Agent, as directed by necessary from time to time after the Surviving CorporationFirst Effective Time, in direct short-term obligations of, (i) any dividends or direct short-term obligations fully guaranteed as to principal and interest by, the United States of America with maturities of no more than thirty (30) days, pending payment thereof by the Exchange Agent to the holders of shares of Company Common Stock other distributions payable pursuant to Section 2.01(c); provided, however, that no investment of such deposited funds shall relieve Parent, the Surviving Corporation or the Exchange Agent from promptly making the payment of the aggregate Merger Consideration as required by Section 2.01(c), and following any losses from any such investment, Parent shall promptly provide additional funds 2.03(c) with respect to the Exchange Agent, for the benefit of the holders of Company Parent Common Stock as of immediately issued pursuant to the Initial Merger with respect to Shares with a record and payment date after the First Effective Time and prior to the Effective Timesurrender of such Shares and (ii) cash in lieu of any fractional shares payable pursuant to Section 2.03(e). All shares of Parent Stock and cash, in together with the amount of such losses, which additional funds will be held any dividends and disbursed in the same manner as funds initially distributions deposited with the Exchange Agent for payment of pursuant to this Section 2.03(a), shall hereinafter be referred to as the aggregate Merger Consideration to such holders of Company Common Stock“Exchange Fund”. Parent shall direct the The Exchange Agent to hold shall invest the cash portion of the Exchange Fund as directed by Parent; provided that such investments shall be in obligations, funds or accounts typical for (including having liquidity typical for) transactions of this nature. To the benefit extent that there are losses or any diminution of value with respect to such holders of Company Common Stock and to make payments from investments, or the Exchange Fund in accordance with this Section 2.02. The Exchange Fund shall not be used diminishes for any purpose other than reason below the level required to fund make prompt cash payment of the aggregate Merger Consideration any dividends or other distributions payable pursuant to Section 2.01(c2.03(c) and any cash in lieu of any fractional shares payable pursuant to Section 2.03(e), Parent shall promptly replace or restore the cash in the Exchange Fund lost through such investments or other events so as to ensure that the Exchange Fund is at all times maintained at a level sufficient to make such cash payments. Any interest and other income resulting from such investment shall become a part of the Exchange Fund, and any amounts in excess of the amounts payable under this Section 2.03(a) shall be promptly returned to Parent.”

Exchange Agent. Prior to the Effective Time, Parent or Merger Sub shall designate a reputable U.S. bank or trust company to act as the exchange agent (the identity and terms of designation and appointment of which shall be subject to the reasonable prior approval of the Company) for purposes of effecting the payment of the Merger Consideration and the Fractional Share Consideration in connection with the Merger (the “Exchange Agent”). Parent shall pay, or cause to be paid, the fees and expenses of the Exchange Agent. At or prior to the Effective Time, Parent shall deposit deposit, or cause to be deposited deposited, with a bank or trust company designated by the Company and reasonably acceptable Exchange Agent (i) evidence of Parent Shares issuable pursuant to Section 2.1(a) in book-entry form equal to the aggregate number of Parent Shares included in the Stock Consideration (the “Exchange Agent”), for the benefit of the excluding any fractional Parent Shares to which holders of shares of Company Common Stock (subject to Section 2.01(b) (Cancelation of Treasury Stock and Parent-Owned Stock) and Section 2.01(d) (Appraisal Rights)) as of immediately prior to the Effective Time, for exchange Shares are entitled in accordance with this Article IIAgreement), through the Exchange Agent, (i) book-entry shares representing the full number of shares of Parent Common stock and Depositary Shares included in the Merger Consideration and (ii) cash in immediately available funds in an amount sufficient funds for the payment of to pay the aggregate amount of cash included in the Merger Cash Consideration and the Fractional Share Consideration (such evidence of Parent Shares in book-entry form and cash amounts, including any Dividend Consideration, the “Exchange Fund”), in each case, for the sole benefit of the holders of Company Shares. Parent shall additionally deposit in cause the Exchange Fund, after Agent to make delivery of the Effective Time on the appropriate payment date, if applicable, Merger Consideration and provide or cause to be provided any dividends or other distributions payable on the shares Fractional Share Consideration and Dividend Consideration out of Parent Common Stock and Depositary Shares included in the Exchange Fund in accordance with Section 2.02(i)this Agreement. In the event the Exchange Fund shall at any time be insufficient to pay the aggregate amount of the Merger Consideration, the Fractional Share Consideration and the Dividend Consideration, Parent shall, or shall cause Merger Sub to, promptly deposit additional Parent Shares or cash in immediately available funds, as applicable, with the Exchange Agent in an amount that is equal to the deficiency in the amount required to make such payment. The Exchange Fund shall not be used for any purpose that is not expressly provided for in this Agreement. The cash portion of the Exchange Fund shall be insufficient to make the payment of the aggregate Merger Consideration pursuant to Section 2.01(c), Parent shall promptly deposit, or cause to be deposited, additional funds with the Exchange Agent in an amount sufficient to make such payments. Funds made available to the Exchange Agent shall be invested by the Exchange Agent, Agent as directed by the Surviving CorporationParent or Merger Sub, in direct short-term obligations of, or direct short-term obligations fully guaranteed as to principal and interest by, the United States of America with maturities of no more than thirty (30) daysits sole discretion, pending payment thereof by the Exchange Agent to the holders of shares the Company Shares; provided that, unless otherwise agreed by Parent and the Company prior to the Closing, any such investments shall be in obligations of, or guaranteed by, the United States government or any agency or instrumentality thereof, in commercial paper obligations rated A 1 or P 1 or better by ▇▇▇▇▇’▇ Investors Service, Inc. or Standard & Poor’s Corporation, respectively, or in certificates of Company Common Stock pursuant to Section 2.01(c); provideddeposit, however, that no investment bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $5.0 billion (based on the most recent financial statements of such 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 Exchange Agent from promptly making the payment of the aggregate Merger Consideration as required by Section 2.01(c)Sub, and following any losses from any no part of such investment, Parent earnings shall promptly provide additional funds accrue to the Exchange Agent, for the benefit of the holders of Company Common Stock as of immediately prior to the Effective Time, in the amount of such losses, which additional funds will be held and disbursed in the same manner as funds initially deposited with the Exchange Agent for payment of the aggregate Merger Consideration to such holders of Company Common Stock. Parent shall direct the Exchange Agent to hold the Exchange Fund for the benefit of such holders of Company Common Stock and to make payments from the Exchange Fund in accordance with this Section 2.02. The Exchange Fund shall not be used for any purpose other than to fund payment of the aggregate Merger Consideration pursuant to Section 2.01(c)Shares.

Exchange Agent. At or As soon as practicable following the date of this Agreement and in any event not less than three days prior to dissemination of the Joint Proxy Statement (as defined in Section 6.01) to the stockholders of the Company and Parent, Parent shall select a bank or trust company reasonably satisfactory to the Company to act as exchange agent (the "Exchange Agent") for payment of Merger Consideration upon surrender of certificates representing Company Common Stock. Promptly following the Effective Time, Parent shall deposit or cause to be deposited with a bank or trust company designated by the Company and reasonably acceptable to Parent (the “Exchange Agent”), for the benefit of the holders of shares of Company Common Stock (subject to Section 2.01(b) (Cancelation of Treasury Stock and Parent-Owned Stock) and Section 2.01(d) (Appraisal Rights)) as of immediately prior to the Effective Time, for exchange in accordance with this Article II, through the Exchange Agent, Agent (i) book-entry shares certificates representing the full maximum number of shares of Parent Common stock and Depositary Shares included in the Merger Consideration Stock issuable and (ii) sufficient funds for the payment 80% of the aggregate maximum amount of cash included consideration payable, in the Merger Consideration (the “Exchange Fund”)each case, pursuant to Section 2.01(c) in exchange for outstanding shares of Company Common Stock. In addition, Parent shall additionally deposit in take all steps necessary to enable and cause the Surviving Corporation to provide to the Exchange FundAgent on a timely basis, as and when needed after the Effective Time on Time, the appropriate payment date, if applicable, and provide or cause remaining amount of cash necessary to be provided any dividends or other distributions payable on pay for the shares of Company Common Stock converted into the right to receive cash pursuant to Section 2.01 (such shares of Parent Common Stock and Depositary Shares included in cash, together with any dividends or distributions with respect thereto, being hereinafter referred to as the "Exchange Fund in accordance with Section 2.02(iFund"). In For the event the cash portion purposes of the Exchange Fund shall be insufficient to make the payment of the aggregate Merger Consideration pursuant to Section 2.01(c)such deposit, Parent shall promptly deposit, or cause to assume that there will not be deposited, additional funds with the Exchange Agent in an amount sufficient to make such payments. Funds made available to the Exchange Agent shall be invested by the Exchange Agent, as directed by the Surviving Corporation, in direct short-term obligations of, or direct short-term obligations fully guaranteed as to principal and interest by, the United States of America with maturities of no more than thirty (30) days, pending payment thereof by the Exchange Agent to the holders of any fractional shares of Company Parent Common Stock pursuant to Section 2.01(c); provided, however, that no investment of such deposited funds shall relieve Parent, the Surviving Corporation or the Exchange Agent from promptly making the payment of the aggregate Merger Consideration as required by Section 2.01(c), and following any losses from any such investment, Stock. Parent shall promptly provide additional funds make available to the Exchange Agent, for the benefit from time to time as needed, cash sufficient to pay cash in lieu of the holders of Company Common Stock as of immediately prior to the Effective Time, in the amount of such losses, which additional funds will be held and disbursed in the same manner as funds initially deposited with the Exchange Agent for payment of the aggregate Merger Consideration to such holders of Company Common Stock. Parent shall direct the Exchange Agent to hold the Exchange Fund for the benefit of such holders of Company Common Stock and to make payments from the Exchange Fund fractional shares in accordance with this Section 2.022.02(e). The Exchange Agent shall, pursuant to irrevocable instructions, deliver the Parent Common Stock contemplated to be issued pursuant to Section 2.01 out of the Exchange Fund. The Exchange Fund shall may not be used for any purpose other than to fund payment of the aggregate Merger Consideration pursuant to Section 2.01(c)purpose.

Exchange Agent. At or As soon as practicable following the date of this Agreement and in any event not less than three days prior to dissemination of the Joint Proxy Statement (as defined in Section 6.01(a)) to the stockholders of the Company and the stockholders of Parent, Parent shall select a bank or trust company reasonably satisfactory to the Company to act as exchange agent (the "Exchange Agent") for payment of Merger Consideration upon surrender of certificates representing Company Common Stock. Promptly following the Effective Time, Parent shall deposit or cause to be deposited with a bank or trust company designated by the Company and reasonably acceptable to Parent (the “Exchange Agent”), for the benefit of the holders of shares of Company Common Stock (subject to Section 2.01(b) (Cancelation of Treasury Stock and Parent-Owned Stock) and Section 2.01(d) (Appraisal Rights)) as of immediately prior to the Effective Time, for exchange in accordance with this Article II, through the Exchange Agent, Agent (i) book-entry shares certificates representing the full maximum number of shares of Parent Common stock and Depositary Shares included in the Merger Consideration Stock issuable and (ii) sufficient funds for the payment 80% of the aggregate maximum amount of cash included consideration payable, in the Merger Consideration (the “Exchange Fund”)each case, pursuant to Section 2.01(c) in exchange for outstanding shares of Company Common Stock. In addition, Parent shall additionally deposit in take all steps necessary to enable and cause the Surviving Corporation to provide to the Exchange FundAgent on a timely basis, as and when needed after the Effective Time on Time, the appropriate payment date, if applicable, and provide or cause remaining amount of cash necessary to be provided any dividends or other distributions payable on pay for the shares of Company Common Stock converted into the right to receive cash pursuant to Section 2.01 (such shares of Parent Common Stock and Depositary Shares included in cash, together with any dividends or distributions with respect thereto, being hereinafter referred to as the "Exchange Fund in accordance with Section 2.02(iFund"). In For the event the cash portion purposes of the Exchange Fund shall be insufficient to make the payment of the aggregate Merger Consideration pursuant to Section 2.01(c)such deposit, Parent shall promptly deposit, or cause to assume that there will not be deposited, additional funds with the Exchange Agent in an amount sufficient to make such payments. Funds made available to the Exchange Agent shall be invested by the Exchange Agent, as directed by the Surviving Corporation, in direct short-term obligations of, or direct short-term obligations fully guaranteed as to principal and interest by, the United States of America with maturities of no more than thirty (30) days, pending payment thereof by the Exchange Agent to the holders of any fractional shares of Company Parent Common Stock pursuant to Section 2.01(c); provided, however, that no investment of such deposited funds shall relieve Parent, the Surviving Corporation or the Exchange Agent from promptly making the payment of the aggregate Merger Consideration as required by Section 2.01(c), and following any losses from any such investment, Stock. Parent shall promptly provide additional funds make available to the Exchange Agent, for the benefit from time to time as needed, cash sufficient to pay cash in lieu of the holders of Company Common Stock as of immediately prior to the Effective Time, in the amount of such losses, which additional funds will be held and disbursed in the same manner as funds initially deposited with the Exchange Agent for payment of the aggregate Merger Consideration to such holders of Company Common Stock. Parent shall direct the Exchange Agent to hold the Exchange Fund for the benefit of such holders of Company Common Stock and to make payments from the Exchange Fund fractional shares in accordance with this Section 2.022.02(e). The Exchange Agent shall, pursuant to irrevocable instructions, deliver the Parent Common Stock contemplated to be issued pursuant to Section 2.01 out of the Exchange Fund. The Exchange Fund shall may not be used for any purpose other than to fund payment of the aggregate Merger Consideration pursuant to Section 2.01(c)purpose.

Exchange Agent. At or Not less than 30 days prior to the anticipated Effective Time, Parent shall deposit or cause to be deposited with appoint a bank or trust company designated by the Company and reasonably acceptable to Parent the Company to act as exchange agent (the “Exchange Agent”), ) for the benefit purpose of the holders of exchanging shares of Company Common Stock (subject to Section 2.01(b) (Cancelation for the Merger Consideration. As of Treasury Stock and Parent-Owned Stock) and Section 2.01(d) (Appraisal Rights)) as of immediately prior to the Effective Time, for exchange in accordance with this Article II, through the Exchange Agent, (i) book-entry shares representing the full number of shares of Parent Common stock and Depositary Shares included in the Merger Consideration and (ii) sufficient funds for the payment of the aggregate amount of cash included in the Merger Consideration (the “Exchange Fund”). Parent shall additionally deposit in the Exchange Fund, after the Effective Time on the appropriate payment date, if applicable, and provide or cause to be provided any dividends or other distributions payable on the shares of Parent Common Stock and Depositary Shares included in the Exchange Fund in accordance with Section 2.02(i). In the event the cash portion of the Exchange Fund shall be insufficient to make the payment of the aggregate Merger Consideration pursuant to Section 2.01(c), Parent shall promptly deposit, or cause to be deposited, additional funds with the Exchange Agent in an amount sufficient to make such payments. Funds made available to the Exchange Agent shall be invested by the Exchange Agent, as directed by the Surviving Corporation, in direct short-term obligations of, or direct short-term obligations fully guaranteed as to principal and interest by, the United States of America with maturities of no more than thirty (30) days, pending payment thereof by the Exchange Agent to the holders of shares of Company Common Stock pursuant to Section 2.01(c); provided, however, that no investment of such deposited funds shall relieve Parent, the Surviving Corporation on behalf of BATUS, shall have deposited with or the Exchange Agent from promptly making the payment of the aggregate Merger Consideration as required by Section 2.01(c), and following any losses from any such investment, Parent shall promptly provide additional funds provided to the Exchange Agent, or shall have caused to be deposited with or provided to the Exchange Agent, in escrow for the benefit of the holders of Company Common Stock, the aggregate number of Parent ADSs (rounded up to the nearest whole number) to be issued as Merger Consideration, and (ii) BATUS shall have deposited with or provided to the Exchange Agent, in escrow for the benefit of the holders of Company Common Stock, an amount of cash in U.S. dollars equal to the product of (x) the number of shares of Company Common Stock as of issued and outstanding immediately prior to the Effective TimeTime (other than shares of Company Common Stock owned by Parent or any Parent Subsidiaries and any Dissenting Shares) and (y) the Per Share Cash Consideration. Parent’s issuance of the Parent Ordinary Shares underlying the Parent ADSs to be issued as Merger Consideration to the depositary of the Parent ADSs shall be in its capacity as nominee, in which case beneficial ownership to such Parent ADSs shall vest at the amount Effective Time to the applicable holders of Company Common Stock; provided, however, that the vesting of legal title to such losses, which additional funds will be held and disbursed in the same manner as funds initially deposited with the Exchange Agent for payment of the aggregate Merger Consideration Parent ADSs to such holders of Company Common StockStock shall be conditional upon compliance by such holders with Section 2.02(b). Following the Effective Time, the Parent Entities shall direct promptly deposit with the Exchange Agent, from time to time as needed, cash in U.S. dollars sufficient to pay any dividends and other distributions pursuant to Section 2.02(c). All cash and Parent ADSs deposited with or provided to the Exchange Agent by or on behalf of BATUS shall be referred to in this Agreement as the “Exchange Fund”. The Parent Entities will instruct the Exchange Agent to hold pay the Exchange Fund for the benefit Merger Consideration out of such holders of Company Common Stock and to make payments from the Exchange Fund in accordance with the terms of this Section 2.02. The Agreement, and the Exchange Fund shall not be used for any purpose other than to fund payment the delivery of the aggregate Merger Consideration and of any dividends and other distributions pursuant to Section 2.01(c2.02(c).

Exchange Agent. At or prior to Within five business days following the Effective Time, Time (i) Parent shall issue and deposit or cause to be deposited with a bank or trust company designated by the Company and reasonably acceptable to Parent (the “Exchange Agent”)Depositary, for the benefit of the holders of shares of Company Common Stock (subject to Section 2.01(b) (Cancelation of Treasury Stock and Parent-Owned Stock) and Section 2.01(d) (Appraisal Rights)) as of immediately prior to converted into the Effective Time, for exchange in accordance with this Article II, through the Exchange Agent, (i) book-entry shares representing the full number of shares of Parent Common stock and Depositary Shares included in the Merger ADS Consideration and (ii) sufficient funds for the payment of the aggregate amount of cash included in the Merger Consideration (the “Exchange Fund”). Parent shall additionally deposit in the Exchange Fund, after the Effective Time on the appropriate payment date, if applicable, and provide or cause to be provided any dividends or other distributions payable on the shares of Parent Common Stock and Depositary Shares included in the Exchange Fund in accordance with Section 2.02(i). In the event the cash portion of the Exchange Fund shall be insufficient to make the payment of the aggregate Merger Consideration pursuant to Section 2.01(c2.5(c), Parent shall promptly deposit, or cause to be deposited, additional funds with the Exchange Agent Ordinary Shares in an amount sufficient to permit the Depositary to issue Parent ADRs representing the number of Parent ADSs issuable pursuant to Section 2.5(c) and (ii) Parent shall, for the benefit of the holders of the shares of Company Common Stock converted into Parent Ordinary Shares in the Merger, make such payments. Funds made available to the Surviving Corporation for deposit with a bank or trust company designated before the Closing Date by Parent and reasonably acceptable to the Company (the "Exchange Agent"), (A) certificates representing the number of duly authorized whole Parent Ordinary Shares issuable in accordance with Section 2.5(c), and (B) an amount of cash equal to the aggregate amount payable in lieu of fractional Parent ADSs and Parent Ordinary Shares in accordance with Section 2.7(e) (such cash, certificates representing Parent Ordinary Shares and Parent ADRs representing Parent ADSs, together with any dividends or distributions with respect thereto being hereinafter referred to as the "Exchange Fund"), to be held for the benefit of and distributed to the holders of Company Common Stock in accordance with this Section. The Exchange Agent shall agree to hold such Parent Ordinary Shares and funds for delivery as contemplated by this Section, and upon such additional terms as may be invested agreed upon by the Exchange Agent, as directed by the Surviving Corporation, in direct short-term obligations of, or direct short-term obligations fully guaranteed as to principal Company and interest by, the United States of America with maturities of no more than thirty (30) days, pending payment thereof by the Exchange Agent to the holders of shares of Company Common Stock pursuant to Section 2.01(c); provided, however, that no investment of such deposited funds shall relieve Parent, the Surviving Corporation or the Exchange Agent from promptly making the payment of the aggregate Merger Consideration as required by Section 2.01(c), and following any losses from any such investment, Parent shall promptly provide additional funds cause the Depositary to issue through and upon the instructions of the Exchange Agent, for the benefit of the holders of shares of the Company Common Stock as converted into the ADS Consideration in accordance with Section 2.5(c), Parent ADRs representing the number of immediately prior Parent ADSs issuable pursuant to Section 2.5(c). Neither the Effective TimeCompany, in its affiliates nor the amount of such losses, which additional funds will be held and disbursed in the same manner as funds initially deposited with the Exchange Agent for payment of the aggregate Merger Consideration to such holders of Company Common Stock. Parent shall direct the Exchange Agent to hold the Exchange Fund for the benefit of such holders of Company Common Stock and to make payments from shall be responsible for any stamp duty reserve tax payable in connection with the ADS Consideration. The Exchange Agent shall invest any cash included in the Exchange Fund in accordance with as directed by the Surviving Corporation on a daily basis. Parent and the Surviving Corporation shall replace any monies lost through an investment made pursuant to this Section 2.022.7. The Any interest and other income resulting from such investments shall promptly be paid to the Surviving Corporation. All Parent Ordinary Shares and Parent ADSs deposited in the Exchange Fund shall not be used for any purpose other than to fund payment shall, as of the aggregate Merger Consideration Effective Time, have been registered under the Securities Act pursuant to Section 2.01(c)a registration statement on Form F-4 declared effective by the SEC.

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

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

Exchange Agent. At or Immediately prior to the Effective TimeTime on the Closing Date, Parent or Merger Sub shall deposit or shall cause to be deposited with a bank nationally recognized financial institution or trust company designated selected by the Company Parent and reasonably acceptable to Parent the Company to serve as the exchange agent (the “Exchange Agent”), for the benefit of the holders of shares of Company Common Stock (subject to Section 2.01(b) (Cancelation of Treasury Stock and Parent-Owned Stock) and Section 2.01(d) (Appraisal Rights)) as of immediately prior to the Effective Time, for exchange in accordance with this Article II, through the Exchange AgentEligible Shares, (i) an aggregate number of duly authorized, validly issued and fully paid and non-assessable shares of Parent Common Stock to be issued in uncertificated or book-entry shares representing form comprising the full number of shares of Parent Common stock and Depositary Shares included in the Merger Consideration Stock required to be issued pursuant to Section 2.1(a), and (ii) sufficient funds for the payment of the an aggregate amount of cash included comprising a good faith estimate of the amount required to be delivered pursuant to Section 2.2(e). In addition, Parent shall deposit or cause to be deposited with the Exchange Agent, as necessary from time to time after the Effective Time, any dividends or other distributions, if any, to which the holders of Eligible Shares may be entitled pursuant to Section 2.2(c) with both a record and payment date after the Effective Time and prior to the surrender of such Eligible Shares or pursuant to Section 5.10(c). Such shares of Parent Common Stock, cash in lieu of any fractional shares payable pursuant to Section 2.2(e) and the Merger Consideration (amount of any dividends or other distributions deposited with the Exchange Agent pursuant to this Section 2.2(a) are referred to collectively in this Agreement as the “Exchange Fund”). Parent shall additionally deposit in the Exchange Fund, after the Effective Time on the appropriate payment date, if applicable, and provide or cause to be provided any dividends or other distributions payable on the shares of Parent Common Stock and Depositary Shares included in the The Exchange Fund shall not be used for any purpose other than for the purpose provided for in accordance with Section 2.02(i)this Agreement and shall be held in trust for the benefit of the holders of Eligible Shares. In the event the cash portion of that the Exchange Fund shall be insufficient to make the payment of the aggregate Merger Consideration pursuant to payments contemplated by this Section 2.01(c)2.2, Parent shall promptly deposit, or cause to be deposited, additional funds with the Exchange Agent in an amount sufficient to make such payments. Funds made available to the Exchange Agent shall be invested by the Exchange Agent, as directed by the Surviving CorporationParent, in direct short-term obligations of, or direct short-term obligations fully guaranteed as to principal and interest by, the United States of America with maturities of no more than thirty (30) daysdays or in commercial paper obligations rated P1 or A-1 or better by ▇▇▇▇▇’▇ Investors Service, Inc. or Standard & Poor’s Corporation, pending payment thereof by the Exchange Agent to the holders of shares of Company Common Stock Eligible Shares pursuant to this Section 2.01(c)2.2; provided, however, that no investment of such deposited funds shall relieve Parent, the Surviving Corporation Company or the Exchange Agent from promptly making the payment of the aggregate Merger Consideration as payments required by this Section 2.01(c)2.2, and following any losses from any such investment, Parent shall promptly provide additional funds to the Exchange Agent, for the benefit of the holders of Company Common Stock as of immediately prior to the Effective TimeEligible Shares, in the amount of such losseslosses (but only to the extent such losses result in the Exchange Fund being less than the amounts that remain payable to the holders of Eligible Shares under this Section 2.2), which additional funds will be held and disbursed in the same manner as funds initially deposited with the Exchange Agent for payment of to make the aggregate payments contemplated by this Section 2.2. Any interest or income produced by such investments will be payable to Merger Consideration to such holders of Company Common StockSub or Parent, as Parent directs. Parent shall direct the Exchange Agent to hold the Exchange Fund for the benefit of such the former holders of Company Common Stock Eligible Shares and to make payments from the Exchange Fund in accordance with this Section 2.02. The Exchange Fund shall not be used for any purpose other than to fund payment of the aggregate Merger Consideration pursuant to Section 2.01(c)2.2.

Exchange Agent. At or prior to the Effective Time, Parent shall deposit deposit, or shall cause to be deposited deposited, with a bank or trust company designated an exchange agent selected by the Company Parent and reasonably acceptable to Parent the Company (the “Exchange Agent”), for the benefit of the holders of shares Company Shares, (i) at the Effective Time, certificates, or at Parent’s option, evidence of Company Common non-certificated Parent Shares in book-entry form (“Book Entry Parent Shares”), constituting at least the amounts necessary for the Stock Consideration, (subject ii) at the Effective Time, cash in immediately available funds constituting at least the amounts necessary for the aggregate Cash Consideration, and (iii) as necessary from time to time after the Effective Time, if applicable, any cash and dividends or other distributions with respect to the Parent Shares to be issued or to be paid pursuant to Section 2.01(b) (Cancelation of Treasury Stock and Parent-Owned Stock) and Section 2.01(d) (Appraisal Rights4.2(c)) as of , in exchange for Company Shares outstanding immediately prior to the Effective Time, for exchange deliverable upon due surrender of the Certificates (or affidavits of loss in accordance with lieu thereof as provided in Section 4.2(i)) or Book Entry Company Shares pursuant to the provisions of this Article IIIV (such cash, through certificates for Parent Shares and evidence of Book Entry Parent Shares, together with the Exchange Agent, (i) book-entry shares representing the full number of shares of Parent Common stock and Depositary Shares included in the Merger Consideration and (ii) sufficient funds for the payment of the aggregate amount of cash included in the Merger Consideration (any dividends or other distributions payable pursuant to this Article IV with respect thereto, the “Exchange Fund”). Parent The Exchange Agent shall additionally deposit in invest the Exchange Fund, after the Effective Time on the appropriate payment date, if applicable, and provide or cause to be provided any dividends or other distributions payable on the shares of Parent Common Stock and Depositary Shares included cash available in the Exchange Fund as directed by Parent; provided that such investments shall be in accordance obligations, funds or accounts typical for (including having liquidity typical for) transactions of this nature. To the extent that there are losses with Section 2.02(i). In respect to such investments, or the event Exchange Fund diminishes for other reasons below the level required to make prompt cash payment of the aggregate cash portion of the Exchange Fund shall be insufficient to make the payment of the aggregate Merger Consideration pursuant to Section 2.01(c)as contemplated hereby, Parent shall promptly deposit, replace or cause to be deposited, additional funds with restore the cash in the Exchange Agent in an amount Fund lost through such investments or other events so as to ensure that the Exchange Fund is at all times maintained at a level sufficient to make such cash payments. Funds made available Any interest and other income resulting from such investment shall become a part of the Exchange Fund, and any amounts in excess of the amounts payable under Section 4.1(a) shall be promptly returned to the Parent. The Exchange Agent shall be invested by also act as the Exchange Agent, as directed by the Surviving Corporation, in direct short-term obligations of, or direct short-term obligations fully guaranteed as to principal and interest by, the United States of America with maturities of no more than thirty (30) days, pending payment thereof by the Exchange Agent to the holders of shares of Company Common Stock pursuant to Section 2.01(c); provided, however, that no investment of such deposited funds shall relieve Parent, the Surviving Corporation or the Exchange Agent from promptly making the payment of the aggregate Merger Consideration as required by Section 2.01(c), and following any losses from any such investment, Parent shall promptly provide additional funds to the Exchange Agent, agent for the benefit Company’s stockholders for the purpose of the holders of receiving and holding their Certificates and Book Entry Company Common Stock as of immediately prior to the Effective Time, Shares and shall obtain no rights or interests in the amount of such losses, which additional funds will be held and disbursed in the same manner as funds initially deposited with the Exchange Agent for payment of the aggregate Merger Consideration to such holders of Company Common Stock. Parent shall direct the Exchange Agent to hold the Exchange Fund for the benefit of such holders of Company Common Stock and to make payments from the Exchange Fund in accordance with this Section 2.02. The Exchange Fund shall not be used for any purpose other than to fund payment of the aggregate Merger Consideration pursuant to Section 2.01(c)shares represented thereby.

Exchange Agent. Prior to the Effective Time, Parent shall designate The Bank of New York, which currently acts as the depository for the ADSs, or another U.S. bank or trust company reasonably acceptable to the Company (in such capacity, the "Depository"), to act as agent (the "Exchange Agent") for the holders of shares of Company Common Stock to receive the Merger Consideration to which such holders shall become entitled with respect to such holder's shares of Company Common Stock pursuant to Sections 3.1(c) and 3.1(d). At or prior to the Effective Time, Parent or Merger Sub shall deposit or cause the Depository to be deposited deposit with a bank or trust company designated by the Company and reasonably acceptable to Parent (the “Exchange Agent”), for the benefit of the holders of shares of Company Common Stock (subject to Section 2.01(b) (Cancelation of Treasury Stock and Parent-Owned Stock) and Section 2.01(d) (Appraisal Rights)) as of immediately prior to the Effective Time, for exchange in accordance with this Article II, through the Exchange Agent, (i) book-entry shares representing the full that number of shares of Parent Common stock ADRs and Depositary Shares included in the Merger Consideration Parent Ordinary Shares, as applicable, and (ii) sufficient funds for the payment of the aggregate amount of cash included cash, in the Merger Consideration (the “Exchange Fund”). Parent shall additionally deposit in the Exchange Fundeach case as are issuable or payable, after the Effective Time on the appropriate payment daterespectively, if applicable, and provide or cause to be provided any dividends or other distributions payable on the shares of Parent Common Stock and Depositary Shares included in the Exchange Fund in accordance with Section 2.02(i). In the event the cash portion of the Exchange Fund shall be insufficient to make the payment of the aggregate Merger Consideration pursuant to Section 2.01(c), Parent shall promptly deposit, or cause to be deposited, additional funds with the Exchange Agent this Article III in an amount sufficient to make such payments. Funds made available to the Exchange Agent shall be invested by the Exchange Agent, as directed by the Surviving Corporation, in direct short-term obligations of, or direct short-term obligations fully guaranteed as to principal and interest by, the United States of America with maturities of no more than thirty (30) days, pending payment thereof by the Exchange Agent to the holders respect of shares of Company Common Stock pursuant to Section 2.01(c); provided, however, that no investment for which Certificates or evidence of such deposited funds shall relieve Parent, the Surviving Corporation or the Exchange Agent from promptly making the payment of the aggregate Merger Consideration as required by Section 2.01(c), and following any losses from any such investment, Parent shall promptly provide additional funds Book-Entry Shares have been properly delivered to the Exchange Agent. The deposit made by Parent or Merger Sub, as the case may be, pursuant to this Section 3.2(a) is hereinafter referred to as the "Exchange Fund." The Exchange Agent shall cause the Exchange Fund to be (i) held for the benefit of the holders of Company Common Stock as of immediately prior and (ii) applied promptly to making the Effective Time, payments provided for in the amount of such losses, which additional funds will be held Sections 3.1(c) and disbursed in the same manner as funds initially deposited with the Exchange Agent for payment of the aggregate Merger Consideration to such holders of Company Common Stock. Parent shall direct the Exchange Agent to hold the Exchange Fund for the benefit of such holders of Company Common Stock and to make payments from the Exchange Fund in accordance with this Section 2.023.1(d). The Exchange Fund shall not be used for any purpose other than that is not expressly provided for in this Agreement; provided that Parent may direct the Exchange Agent to fund payment invest the Exchange Fund in obligations of or guaranteed by the United States of America and backed by the full faith and credit of the aggregate Merger Consideration pursuant United States of America or in commercial paper obligations rated A-1 or P-1 or better by Moody's Investors Services, Inc. or Standard & Poor's Corporatio▇, ▇▇▇▇ectively; provided further, that no such investment or losses shall affect the cash consideration payable to holders of Company Common Stock entitled to receive such consideration or cash in lieu of fractional Parent ADSs as provided in Section 2.01(c)3.2(f) and Parent shall promptly provide additional funds to the Exchange Agent for the benefit of such holders entitled to receive such consideration in the amount of any loss. Any interest or other income resulting from such investments shall be (A) the property of Parent and (B) promptly paid to Parent. Parent shall, prior to the Effective Time, allot Parent Ordinary Shares referred to in Sections 3.1(c) on the terms and subject to the conditions set forth in this Agreement.

Exchange Agent. At or prior From time to time following the Effective Time, as required by subsections (b) and (c) below, Parent shall deposit or cause to be deposited in trust with a bank First Chicago Trust Company of New York, or trust company designated such other agent or agents as may be appointed by the Company and reasonably acceptable to Parent (the “Exchange Agent”), for the benefit of the holders of shares of Company Common Stock (subject to Section 2.01(b"EXCHANGE AGENT") (Cancelation of Treasury Stock and Parent-Owned Stock) and Section 2.01(d) (Appraisal Rights)) as of immediately prior to the Effective Time, for exchange in accordance with this Article II, through the Exchange Agent, (i) book-entry shares certificates representing the full number of shares of Parent Common stock and Depositary Shares included in the Merger Consideration and (ii) sufficient funds for the payment of the aggregate amount of cash included in the Merger Consideration (the “Exchange Fund”). Parent shall additionally deposit in the Exchange Fund, after the Effective Time on the appropriate payment date, if applicable, and provide or cause to be provided any dividends or other distributions payable on the shares of Parent Common Stock issuable pursuant to Section 1.8 in exchange for Shares and Depositary Shares included in (ii) the Exchange Fund in accordance with Section 2.02(i). In the event the aggregate cash portion of the Exchange Fund Merger Consideration to which holders of Shares shall be insufficient to make entitled at the payment of the aggregate Merger Consideration Effective Time pursuant to the provisions of Section 2.01(c1.8 (the "PAYMENT FUND"), . Parent shall promptly deposit, or cause to be deposited, additional funds with the Exchange Agent in an amount sufficient to make such payments. Funds made available to the Exchange Agent shall be invested by the Exchange Agent, as directed by the Surviving Corporation, in direct short-term obligations of, or direct short-term obligations fully guaranteed as to principal and interest by, the United States of America with maturities of no more than thirty (30) days, pending payment thereof by the Exchange Agent to make the holders payments provided for in Section 1.8 out of shares the Payment Fund. The Exchange Agent shall invest undistributed portions of Company Common Stock pursuant to Section 2.01(cthe Payment Fund as Parent directs ("INVESTMENTS"); provided, however, that no investment the maturities of Investments shall be such deposited funds shall relieve Parent, the Surviving Corporation or the Exchange Agent from promptly making the payment of the aggregate Merger Consideration as required by Section 2.01(c), and following any losses from any such investment, Parent shall promptly provide additional funds to the Exchange Agent, for the benefit of the holders of Company Common Stock as of immediately prior to the Effective Time, in the amount of such losses, which additional funds will be held and disbursed in the same manner as funds initially deposited with the Exchange Agent for payment of the aggregate Merger Consideration to such holders of Company Common Stock. Parent shall direct permit the Exchange Agent to hold the Exchange Fund for the benefit of such make prompt payment to former holders of Company Common Stock Shares entitled thereto as contemplated by the provisions of this Article I. All net earnings of Investments shall be paid to Parent as and when requested by Parent. If for any reason (including losses) the Payment Fund is inadequate to make payments from pay the Exchange Fund amounts to which holders of Shares shall be entitled under the provisions of this Article I, Parent shall in accordance with this Section 2.02any event be liable for payment thereof. The Exchange Payment Fund shall not be used for any purpose other than to fund payment of the aggregate except as expressly provided in this Agreement. If any Merger Consideration deposited with the Exchange Agent for purposes of paying for the Shares pursuant to Section 2.01(c)the provisions of this Article I remains unclaimed following the expiration of one year after the Effective Time, such Merger Consideration (together with accrued interest) shall be delivered to Parent by the Exchange Agent, and thereafter, holders of certificates that immediately prior to the Effective Time represented Shares shall be entitled to look only to the Surviving Corporation (subject to abandoned property, escheat or similar laws) as general creditors thereof.

Exchange Agent. Prior to the Effective Time, Parent shall appoint a commercial bank or trust company to act as exchange agent hereunder (which entity shall be reasonably acceptable to the Company) for the purpose of exchanging Certificates and Book-Entry Shares for the Merger Consideration (the “Exchange Agent”). At or prior to the Effective Time, Parent shall deposit or cause to be deposited with a bank or trust company designated by the Company and reasonably acceptable to Parent (the “Exchange Agent”), (a) in trust for the benefit of the holders of shares of Company Common Stock, Common Book-Entry Shares (or certificates if requested) representing the Parent Common Stock (subject issuable, and cash in U.S. dollars in an amount sufficient to pay the Cash Consideration payable, pursuant to Section 2.01(b1.8 in exchange for outstanding shares of Company Common Stock, and (b) in trust for the benefit of holders of shares of Company Convertible Preferred Stock, Preferred Book-Entry Shares (Cancelation or certificates if requested) representing the Parent Convertible Preferred Stock issuable pursuant to Section 1.8 in exchange for outstanding shares of Treasury Stock and Parent-Owned Company Convertible Preferred Stock) and Section 2.01(d) (Appraisal Rights)) as of immediately prior . Parent agrees to make available directly or indirectly to the Effective TimeExchange Agent from time to time as needed, for exchange any cash in accordance with this Article II, through the Exchange Agent, (i) book-entry shares representing the full number lieu of fractional shares of Parent Common stock and Depositary Shares included in the Merger Consideration and (ii) sufficient funds for the payment of the aggregate amount of cash included in the Merger Consideration (the “Exchange Fund”). Parent shall additionally deposit in the Exchange Fund, after the Effective Time on the appropriate payment date, if applicable, and provide or cause Stock to be provided issued or paid in consideration therefor pursuant to Section 2.5 of this Agreement and any dividends or other distributions payable on the to which such holder is entitled pursuant to Section 2.3 of this Agreement. Any cash, shares of Parent Common Stock and Depositary Shares included in the Exchange Fund in accordance with Section 2.02(i). In the event the cash portion of the Exchange Fund shall be insufficient to make the payment of the aggregate Merger Consideration pursuant to Section 2.01(c), Parent shall promptly deposit, or cause to be deposited, additional funds with the Exchange Agent in an amount sufficient to make such payments. Funds made available to the Exchange Agent shall be invested by the Exchange Agent, as directed by the Surviving Corporation, in direct short-term obligations of, or direct short-term obligations fully guaranteed as to principal and interest by, the United States of America with maturities of no more than thirty (30) days, pending payment thereof by the Exchange Agent to the holders of shares of Company Common Convertible Preferred Stock pursuant to Section 2.01(c); provided, however, that no investment of such deposited funds shall relieve Parent, the Surviving Corporation or the Exchange Agent from promptly making the payment of the aggregate Merger Consideration as required by Section 2.01(c), and following any losses from any such investment, Parent shall promptly provide additional funds to the Exchange Agent, for the benefit of the holders of Company Common Stock as of immediately prior to the Effective Time, in the amount of such losses, which additional funds will be held and disbursed in the same manner as funds initially deposited with the Exchange Agent for payment of shall hereinafter be referred to as the aggregate Merger “Exchange Fund.” Notwithstanding anything herein to the contrary, the exchange procedures described in this Article II shall not apply to Restricted Stock and the Restricted Stock Consideration to such holders of Company Common Stock. Parent shall direct and the Exchange Agent to hold the Exchange Fund shall not act as exchange agent for the benefit of such holders of Company Common Stock and to make payments from the Exchange Fund in accordance with this Section 2.02. The Exchange Fund shall not be used for any purpose other than to fund payment of the aggregate Merger Consideration pursuant to Section 2.01(c)Restricted Stock.

Exchange Agent. At or prior Prior to the Effective Time, Parent shall deposit enter into an agreement with the Company’s transfer agent on the date of this Agreement, or cause to be deposited with a another bank or trust company designated selected by Parent and approved in advance by the Company and reasonably acceptable (such approval not to Parent be unreasonably withheld) (the “Exchange Agent”), which shall provide for the payment of Merger Consideration in accordance with the terms of this Article 2. Parent shall, or shall take all steps necessary to enable and cause Merger Sub to, deposit with the Exchange Agent at or prior to the Effective Time, for the benefit of the holders of shares of Company Common Stock (subject to Section 2.01(b) (Cancelation of Treasury Stock and Parent-Owned Stock) and Section 2.01(d) (Appraisal Rights)) as of Shares outstanding immediately prior to the Effective Time, for exchange payment by the Exchange Agent in accordance with this Article II2, through the Exchange Agent, (i) book-entry shares representing the full number of shares of Parent Common stock and Depositary Shares included cash in the Merger Consideration and (ii) sufficient funds U.S. dollars necessary to pay for the payment of Shares converted into the aggregate amount of cash included in the right to receive Merger Consideration (the “Exchange Fund”). Parent shall additionally deposit in the Exchange Fund, after the Effective Time on the appropriate payment date, if applicable, and provide or cause to be provided any dividends or other distributions payable on the shares of Parent Common Stock and Depositary Shares included in the Exchange Fund in accordance with Section 2.02(i). In the event the cash portion of the Exchange Fund shall be insufficient to make the payment of the aggregate Merger Consideration pursuant to Section 2.01(c), Parent shall promptly deposit, or cause to be deposited, additional funds with the Exchange Agent in an amount sufficient to make such payments. Funds made available to the Exchange Agent shall be invested by the Exchange Agent, as directed by the Surviving Corporation, in direct short-term obligations of, or direct short-term obligations fully guaranteed as to principal and interest by, the United States of America with maturities of no more than thirty (30) days, pending payment thereof by the Exchange Agent to the holders of shares of Company Common Stock pursuant to Section 2.01(c); provided, however, that no investment of such deposited funds shall relieve Parent, the Surviving Corporation or the Exchange Agent from promptly making the payment of the aggregate Merger Consideration as required by Section 2.01(c), and following any losses from any such investment, Parent shall promptly provide additional funds to the Exchange Agent, for the benefit of the holders of Company Common Stock as of immediately prior to the Effective Time, in the amount of such losses, which additional funds will be held and disbursed in the same manner as funds initially deposited with the Exchange Agent for payment of the aggregate Merger Consideration to such holders of Company Common Stock. Parent shall direct the Exchange Agent to hold the Exchange Fund for the benefit of such holders of Company Common Stock and to make payments from the Exchange Fund in accordance with this Section 2.02. The Exchange Fund shall not be used for any purpose other than purpose. The Exchange Fund shall, pending its disbursement to fund payment such holders, be invested by the Exchange Agent as directed by Parent; provided, however, that such investments shall be in obligations of or guaranteed by the aggregate Merger Consideration pursuant United States of America, in commercial paper obligations rated A-1 or P-1 or better by ▇▇▇▇▇’▇ Investor Service, Inc. or Standard & Poor’s Corporation, respectively, or in certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $10 billion (based on the most recent financial statements of such bank which are then publicly available); provided further, however, that no gain or loss thereon shall affect the amounts payable to holders of Shares following the Effective Time and Parent shall take all actions necessary to ensure that the Exchange Fund includes at all times cash in U.S. dollars sufficient to satisfy Parent’s obligation under this Article 2. Any interest or income produced (net of any loss) by such amounts on deposit with the Exchange Agent will be payable to Parent or as Parent otherwise directs. In the event of any losses to the Exchange Fund from any investment such that the Exchange Fund is diminished below the level required for the Exchange Agent to make prompt cash payments as required under Section 2.01(c2.7(b), Parent shall, or shall cause the Surviving Corporation to, as promptly as practicable deposit additional cash into the Exchange Fund to the extent necessary to reimburse the Exchange Fund for any such investment losses.

Exchange Agent. Prior to the Effective Time, Parent shall appoint a commercial bank or trust company to act as exchange agent hereunder (which entity shall be reasonably acceptable to the Company) for the purpose of exchanging Certificates and Book-Entry Shares for the Merger Consideration (the "Exchange Agent"). At or prior to the Effective Time, Parent shall deposit or cause to be deposited with a bank or trust company designated by the Company and reasonably acceptable to Parent (the “Exchange Agent”), (a) in trust for the benefit of the holders of shares of Company Common Stock, Common Book-Entry Shares (or certificates if requested) representing the Parent Common Stock (subject issuable, and cash in U.S. dollars in an amount sufficient to pay the Cash Consideration payable, pursuant to Section 2.01(b1.8 in exchange for outstanding shares of Company Common Stock, and (b) in trust for the benefit of holders of shares of Company Convertible Preferred Stock, Preferred Book-Entry Shares (Cancelation or certificates if requested) representing the Parent Convertible Preferred Stock issuable pursuant to Section 1.8 in exchange for outstanding shares of Treasury Stock and Parent-Owned Company Convertible Preferred Stock) and Section 2.01(d) (Appraisal Rights)) as of immediately prior . Parent agrees to make available directly or indirectly to the Effective TimeExchange Agent from time to time as needed, for exchange any cash in accordance with this Article II, through the Exchange Agent, (i) book-entry shares representing the full number lieu of fractional shares of Parent Common stock and Depositary Shares included in the Merger Consideration and (ii) sufficient funds for the payment of the aggregate amount of cash included in the Merger Consideration (the “Exchange Fund”). Parent shall additionally deposit in the Exchange Fund, after the Effective Time on the appropriate payment date, if applicable, and provide or cause Stock to be provided issued or paid in consideration therefor pursuant to Section 2.5 of this Agreement and any dividends or other distributions payable on the to which such holder is entitled pursuant to Section 2.3 of this Agreement. Any cash, shares of Parent Common Stock and Depositary Shares included in the Exchange Fund in accordance with Section 2.02(i). In the event the cash portion of the Exchange Fund shall be insufficient to make the payment of the aggregate Merger Consideration pursuant to Section 2.01(c), Parent shall promptly deposit, or cause to be deposited, additional funds with the Exchange Agent in an amount sufficient to make such payments. Funds made available to the Exchange Agent shall be invested by the Exchange Agent, as directed by the Surviving Corporation, in direct short-term obligations of, or direct short-term obligations fully guaranteed as to principal and interest by, the United States of America with maturities of no more than thirty (30) days, pending payment thereof by the Exchange Agent to the holders of shares of Company Common Convertible Preferred Stock pursuant to Section 2.01(c); provided, however, that no investment of such deposited funds shall relieve Parent, the Surviving Corporation or the Exchange Agent from promptly making the payment of the aggregate Merger Consideration as required by Section 2.01(c), and following any losses from any such investment, Parent shall promptly provide additional funds to the Exchange Agent, for the benefit of the holders of Company Common Stock as of immediately prior to the Effective Time, in the amount of such losses, which additional funds will be held and disbursed in the same manner as funds initially deposited with the Exchange Agent for payment of shall hereinafter be referred to as the aggregate Merger "Exchange Fund." Notwithstanding anything herein to the contrary, the exchange procedures described in this Article II shall not apply to Restricted Stock and the Restricted Stock Consideration to such holders of Company Common Stock. Parent shall direct and the Exchange Agent to hold the Exchange Fund shall not act as exchange agent for the benefit of such holders of Company Common Stock and to make payments from the Exchange Fund in accordance with this Section 2.02. The Exchange Fund shall not be used for any purpose other than to fund payment of the aggregate Merger Consideration pursuant to Section 2.01(c)Restricted Stock.

Exchange Agent. At Prior to the Effective Time, Parent shall select an institution reasonably acceptable to the Company to act as the exchange agent (the “Exchange Agent”) in the Merger for the purpose of exchanging Certificates and Book Entry Shares for the applicable Merger Consideration. Prior to the Effective Time, Parent shall enter into or shall have entered into an exchange agent agreement with the Exchange Agent, which agreement shall set forth the duties, responsibilities and obligations of the Exchange Agent consistent with the terms of this Agreement and such agreement shall be reasonably acceptable to the Company. Parent will make available to the Exchange Agent, at or prior to the Effective Time, a number of shares of Parent shall deposit Series B Common Stock, Parent Series C Common Stock and Parent Preferred Stock sufficient to pay the aggregate Merger Consideration pursuant to Section 2.6(a) and Section 2.7(e) (such shares of Parent Series B Common Stock, Parent Series C Common Stock and Parent Preferred Stock, together with any dividends or cause to be deposited distributions with a bank or trust company designated by the Company and reasonably acceptable to Parent (respect thereto, the “Exchange AgentFund”). Promptly after the Effective Time, for Parent will cause the benefit Exchange Agent to send to each holder of the holders of shares of Company Common Stock record (subject to Section 2.01(b) (Cancelation of Treasury Stock and Parent-Owned Stock) and Section 2.01(d) (Appraisal Rights)) as of immediately prior to the Effective Time) of a Certificate (A) a letter of transmittal in customary form (which shall specify that delivery shall be effected, for exchange in accordance with this Article IIand risk of loss and title to the Certificates shall pass, through the Exchange Agent, (i) book-entry shares representing the full number of shares of Parent Common stock and Depositary Shares included in the Merger Consideration and (ii) sufficient funds for the payment only upon proper delivery of the aggregate amount of cash included in the Merger Consideration (the “Exchange Fund”). Parent shall additionally deposit in the Exchange Fund, after the Effective Time on the appropriate payment date, if applicable, and provide or cause to be provided any dividends or other distributions payable on the shares of Parent Common Stock and Depositary Shares included in the Exchange Fund in accordance with Section 2.02(i). In the event the cash portion of the Exchange Fund shall be insufficient to make the payment of the aggregate Merger Consideration pursuant to Section 2.01(c), Parent shall promptly deposit, or cause to be deposited, additional funds with the Exchange Agent in an amount sufficient to make such payments. Funds made available Certificates to the Exchange Agent shall be invested or by appropriate guarantee of delivery in the Exchange Agentform customarily used in transactions of this nature from a member of a national securities exchange, as directed by a member of the Surviving Corporation, in direct short-term obligations ofFinancial Industry Regulatory Authority, or direct short-term obligations fully guaranteed as to principal and interest by, a commercial bank or trust company in the United States of America with maturities of no more than thirty (30States) days, pending payment thereof by the Exchange Agent to the holders for use in effecting delivery of shares of Company Common Stock or Company Preferred Stock to the Exchange Agent and (B) instructions for effecting the surrender of Certificates in exchange for the Merger Consideration issuable and payable in respect thereof, and any dividends or other distributions to which such holders are entitled pursuant to Section 2.01(c2.7(d); provided, however, that no investment . Exchange of such deposited funds any Book Entry Shares shall relieve Parent, the Surviving Corporation or the Exchange Agent from promptly making the payment of the aggregate Merger Consideration as required by Section 2.01(c), and following any losses from any such investment, Parent shall promptly provide additional funds to the Exchange Agent, for the benefit of the holders of Company Common Stock as of immediately prior to the Effective Time, in the amount of such losses, which additional funds will be held and disbursed in the same manner as funds initially deposited with the Exchange Agent for payment of the aggregate Merger Consideration to such holders of Company Common Stock. Parent shall direct the Exchange Agent to hold the Exchange Fund for the benefit of such holders of Company Common Stock and to make payments from the Exchange Fund effected in accordance with this Section 2.02. The Exchange Fund shall not be used for any purpose other than Parent’s customary procedures with respect to fund payment of the aggregate Merger Consideration pursuant to Section 2.01(c)securities represented by book entry.

Exchange Agent. At Prior to or prior to at the Effective Time, Parent shall deposit deposit, or shall cause to be deposited deposited, with a U.S. bank or trust company designated that shall be appointed to act as an exchange agent hereunder and approved in advance by the Company (such approval not to be unreasonably withheld, delayed or conditioned) (and pursuant to an agreement in form and substance reasonably acceptable to Parent and the Company) (the “Exchange Agent”"EXCHANGE AGENT"), for the benefit of the holders of the Shares, certificates representing shares of Company Parent Common Stock and cash in U.S. dollars sufficient to pay (subject to Section 2.01(bi) (Cancelation the aggregate Merger Consideration in exchange for all of Treasury Stock and Parent-Owned Stock) and Section 2.01(d) (Appraisal Rights)) as of the Shares outstanding immediately prior to the Effective TimeTime (other than the Cancelled Shares), for exchange payable upon due surrender of the certificates that immediately prior to the Effective Time represented Shares ("CERTIFICATES") (or effective affidavits of loss in accordance with lieu thereof) or non-certificated Shares represented by book-entry ("BOOK-ENTRY SHARES") pursuant to the provisions of this Article II, through (ii) the amounts to be paid pursuant to Section 5.5(a) and (iii) the amounts to be paid pursuant to Section 2.3. Following the Effective Time, Parent agrees to make available to the Exchange Agent, (i) book-entry shares from time to time as needed, cash in U.S. dollars sufficient to pay any dividends and other distributions pursuant to Section 2.2(h). Any cash and certificates representing the full number of shares of Parent Common stock and Depositary Shares included in Stock deposited with the Merger Consideration and Exchange Agent (ii) sufficient funds for including the payment of the aggregate amount of cash included in the Merger Consideration (the “Exchange Fund”). Parent shall additionally deposit in the Exchange Fund, after the Effective Time on the appropriate payment date, if applicable, and provide or cause to be provided any dividends or other distributions payable on the with respect thereto and such cash in lieu of fractional shares of Parent Common Stock and Depositary Shares included in the Exchange Fund in accordance with Section 2.02(i). In the event the cash portion of the Exchange Fund shall to be insufficient to make the payment of the aggregate Merger Consideration paid pursuant to Section 2.01(c), Parent 2.3) shall promptly deposit, or cause hereinafter be referred to be deposited, additional funds with as the Exchange Agent in an amount sufficient to make such payments. Funds made available to the Exchange Agent shall be invested by the Exchange Agent, as directed by the Surviving Corporation, in direct short-term obligations of, or direct short-term obligations fully guaranteed as to principal and interest by, the United States of America with maturities of no more than thirty (30) days, pending payment thereof by the Exchange Agent to the holders of shares of Company Common Stock pursuant to Section 2.01(c); provided, however, that no investment of such deposited funds shall relieve Parent, the Surviving Corporation or the Exchange Agent from promptly making the payment of the aggregate Merger Consideration as required by Section 2.01(c), and following any losses from any such investment, Parent shall promptly provide additional funds to the Exchange Agent, for the benefit of the holders of Company Common Stock as of immediately prior to the Effective Time, in the amount of such losses, which additional funds will be held and disbursed in the same manner as funds initially deposited with the Exchange Agent for payment of the aggregate Merger Consideration to such holders of Company Common Stock. Parent shall direct the Exchange Agent to hold the Exchange Fund for the benefit of such holders of Company Common Stock and to make payments from the Exchange Fund in accordance with this Section 2.02. The Exchange Fund shall not be used for any purpose other than to fund payment of the aggregate Merger Consideration pursuant to Section 2.01(c)"EXCHANGE FUND."

Exchange Agent. At or prior Prior to the Effective Time, Parent shall deposit or cause to be deposited with will designate a reputable bank or trust company designated by the Company and company, reasonably acceptable to Parent the Company, to act as the exchange agent for purposes of effecting the payment and issuance of the Merger Consideration in connection with the Merger (the “Exchange Agent”), for the benefit of the holders of shares of Company Common Stock (subject to Section 2.01(b) (Cancelation of Treasury Stock and Parent-Owned Stock) and Section 2.01(d) (Appraisal Rights)) as of . At or immediately prior to the Effective Time, for exchange in accordance with this Article II, through the Exchange Agent, (i) book-entry shares representing the full number of shares of Parent Common stock and Depositary Shares included in the Merger Consideration and (ii) sufficient funds for the payment of the aggregate amount of cash included in the Merger Consideration (the “Exchange Fund”). Parent shall additionally deposit in the Exchange Fund, after following the Effective Time on (but in any event substantially concurrently with the appropriate payment date, if applicable, and provide or cause to be provided any dividends or other distributions payable on the shares of Parent Common Stock and Depositary Shares included in the Exchange Fund in accordance with Section 2.02(i). In the event the cash portion of the Exchange Fund shall be insufficient to make the payment of the aggregate Merger Consideration pursuant to Section 2.01(cClosing), Parent shall promptly or Merger Sub will deposit, or cause to be deposited, additional funds with the Exchange Agent (i) the shares of Parent Common Stock in book entry form issuable pursuant to Section 2.1(a) in exchange for shares of Company Common Stock (excluding any Fractional Share Consideration) and (ii) cash in immediately available funds in an amount sufficient to make such paymentspay the aggregate Per Share Cash Consideration to which holders of Shares will be entitled at the Effective Time pursuant to this Agreement and the Fractional Share Consideration in accordance with Section 2.2 (collectively, the “Exchange Fund”). Funds made available to The cash portion of the Exchange Agent shall Fund will be invested by the Exchange Agent, Agent as directed by the Surviving CorporationParent, in direct short-term obligations of, or direct short-term obligations fully guaranteed as to principal and interest by, the United States of America with maturities of no more than thirty (30) daysits sole discretion, pending payment thereof by the Exchange Agent to the holders of shares the Shares. Earnings resulting from such investments will be the sole and exclusive property of Company Common Stock pursuant to Section 2.01(c); providedParent, however, that and no investment part of such deposited funds earnings will accrue to the benefit of holders of Shares. Any losses resulting from such investments shall relieve not impact Parent, the Surviving Corporation or the Exchange Agent from promptly making the payment of the aggregate Merger Consideration as required by Section 2.01(c)’s obligations under this Article 2, and following any losses from in the event of any such investmentlosses, Parent shall promptly provide additional funds take all actions necessary to the Exchange Agent, for the benefit of the holders of Company Common Stock as of immediately prior cause to the Effective Time, in the amount of such losses, which additional funds will be held and disbursed in the same manner as funds initially deposited with the Exchange Agent for payment of the aggregate Merger Consideration to such holders of Company Common Stock. Parent shall direct the Exchange Agent to hold deposit into the Exchange Fund for the benefit sufficient shares of such holders of Company Parent Common Stock and and/or cash, as needed, to make payments from the Exchange Fund in accordance with satisfy Parent’s obligations under this Section 2.02. The Exchange Fund shall not be used for any purpose other than to fund payment of the aggregate Merger Consideration pursuant to Section 2.01(c)Article 2.

Exchange Agent. At or prior Computershare ▇▇▇▇▇▇▇▇▇▇▇al Services, LLC will act as agent of Parent for purposes of, among other things, mailing and receiving transmittal letters and distributing cash and certificates for Parent Common Stock, and cash in lieu of fractional shares of Parent Common Stock, to the Company shareholders (the "EXCHANGE AGENT"). As of the Effective Time, Parent and the Exchange Agent shall enter into an agreement which will provide that Parent shall irrevocably (except as provided in Section 2.2(f)) deposit or cause to be deposited with a bank or trust company designated by the Company and reasonably acceptable to Parent (Exchange Agent as of the “Exchange Agent”)Effective Time, for the benefit of the holders of shares of Company Common Stock (subject to Section 2.01(b) (Cancelation of Treasury Stock and Parent-Owned Stock) and Section 2.01(d) (Appraisal Rights)) as of immediately prior to the Effective Time, for exchange in accordance with this Article II, through the Exchange Agent, (i) book-entry shares all cash and certificates representing the full number of shares of Parent Common stock and Depositary Shares included in the Merger Consideration and (ii) sufficient funds for the payment of the aggregate amount of cash included in the Merger Consideration (the “Exchange Fund”). Parent shall additionally deposit in the Exchange Fund, after the Effective Time on the appropriate payment date, if applicable, and provide or cause to be provided any dividends or other distributions payable on the shares of Parent Common Stock (such cash and Depositary shares of Parent Common Stock, together with any dividends or distributions with respect thereto with a record date on or after the Effective Time, and any cash proceeds thereof being hereinafter referred to as the "EXCHANGE FUND") payable or issuable pursuant to Section 2.1 (assuming that all Dissenting Shares included will lose the right of appraisal) and Section 2.2(e) in exchange for outstanding shares of Company Common Stock. Additional amounts of cash, if any, needed from time to time by the Exchange Fund in accordance with Section 2.02(i). In the event the cash portion Agent to make payments of Cash Consideration or for fractional shares or Dissenting Shares shall be provided by Parent and shall become part of the Exchange Fund. The Exchange Fund shall may not be insufficient to make the payment of the aggregate Merger Consideration pursuant to Section 2.01(c)used for any other purpose, Parent shall promptly depositexcept as provided in this Agreement, or cause to be deposited, additional funds as otherwise agreed by the Company and Parent before the Effective Time. All cash deposited with the Exchange Agent in an amount sufficient to make such payments. Funds made available to the Exchange Agent shall be invested in obligations of or guaranteed by the Exchange Agent, as directed by the Surviving Corporation, in direct short-term obligations of, or direct short-term obligations fully guaranteed as to principal and interest by, the United States of America America, in commercial paper obligations receiving the highest rating from either Moody's Investors Service, Inc. or Standard & Poor's Corporation, or i▇ ▇▇▇▇▇ficates of deposit, bank repurchase agreements or bankers' acceptances of commercial banks with capital, surplus and undivided profits exceeding $100,000,000 ("PERMITTED INVESTMENTS") or in money market funds that are invested solely in such Permitted Investments; provided, that the maturities of no more than thirty (30) days, pending payment thereof by Permitted Investments shall be such as to permit the Exchange Agent to the holders of shares of Company Common Stock make prompt payments to persons entitled thereto pursuant to Section 2.01(c); provided, however, that no investment of such deposited funds shall relieve Parent, the Surviving Corporation or the Exchange Agent from promptly making the payment of the aggregate Merger Consideration as required by Section 2.01(c), and following any losses from any such investment, Parent shall promptly provide additional funds to the Exchange Agent, for the benefit of the holders of Company Common Stock as of immediately prior to the Effective Time, in the amount of such losses, which additional funds will be held and disbursed in the same manner as funds initially deposited with the Exchange Agent for payment of the aggregate Merger Consideration to such holders of Company Common Stock. Parent shall direct the Exchange Agent to hold the Exchange Fund for the benefit of such holders of Company Common Stock and to make payments from the Exchange Fund in accordance with this Section 2.02. The Exchange Fund shall not be used for any purpose other than to fund payment of the aggregate Merger Consideration pursuant to Section 2.01(c)2.2.

Exchange Agent. At or prior to before the Effective Time, Parent shall deposit or cause to be deposited with appoint a commercial bank or trust company designated by the Company and reasonably acceptable to Parent (the “Exchange Agent”) (which entity shall be reasonably acceptable to the Company) to act as exchange agent hereunder and make available or cause to be made available to the Exchange Agent certificates or, at Parent’s option, evidence of shares in book entry form (each, a "New Certificate”), for the benefit of the holders of shares of Company Common Stock (subject to Section 2.01(b) (Cancelation of Treasury Stock and Parent-Owned Stock) and Section 2.01(d) (Appraisal Rights)) as of immediately prior to the Effective Time, for exchange in accordance with this Article II, through the Exchange Agent, (i) book-entry shares representing the full number of shares of Parent Common stock Stock issuable pursuant to Section 2.1(a) in exchange for Company Common Stock, the shares of Parent Preferred Stock issuable pursuant to Section 2.1(b) in exchange for Company Series A Preferred Stock and Depositary Shares included the shares of Parent Preferred Stock issuable pursuant to Section 2.1(c) in exchange for Company Series B Preferred Stock (each, a “New Share”) and cash in amounts sufficient to allow the Merger Consideration Exchange Agent to make all deliveries of New Certificates and payments that may be required in exchange for Old Certificates pursuant to this Article II (ii) sufficient funds for the payment of the aggregate amount of cash included in the Merger Consideration (collectively, the “Exchange Fund”). Parent shall additionally deposit in Any portion of the Exchange Fund, after Fund that remains unclaimed by the stockholders of the Company as of the first anniversary of the Effective Time on may, to the appropriate payment dateextent permitted by applicable law, if applicablebe paid to Parent. In such event, any holder of Old Certificates who has not theretofore exchanged his or her Old Certificates for New Certificates and/or cash in lieu of fractional shares pursuant to this Article II shall thereafter be entitled to look exclusively to Parent, and provide or cause to be provided any dividends or other distributions payable on only as a general creditor thereof in the case of cash in lieu of fractional shares, for the shares of Parent Common Stock and Depositary Shares included and/or Parent Preferred Stock and/or cash in the Exchange Fund in accordance with Section 2.02(i). In the event the cash portion lieu of the Exchange Fund shall fractional shares to which he or she may be insufficient to make the payment entitled upon exchange of the aggregate Merger Consideration such Old Certificates pursuant to Section 2.01(c)this Article II, Parent shall promptly depositin each case, or cause to be depositedwithout any interest thereon. Notwithstanding the foregoing, additional funds with neither the Exchange Agent in an amount sufficient to make such payments. Funds made available to the Exchange Agent nor any party hereto shall be invested by the Exchange Agent, as directed by the Surviving Corporation, in direct short-term obligations of, or direct short-term obligations fully guaranteed as liable to principal and interest by, the United States any holder of America with maturities of no more than thirty (30) days, pending payment thereof by the Exchange Agent Old Certificates for any amount properly delivered to the holders of shares of Company Common Stock a public official pursuant to Section 2.01(c); providedapplicable abandoned property, however, that no investment of such deposited funds shall relieve Parent, the Surviving Corporation escheat or the Exchange Agent from promptly making the payment of the aggregate Merger Consideration as required by Section 2.01(c), and following any losses from any such investment, Parent shall promptly provide additional funds to the Exchange Agent, for the benefit of the holders of Company Common Stock as of immediately prior to the Effective Time, in the amount of such losses, which additional funds will be held and disbursed in the same manner as funds initially deposited with the Exchange Agent for payment of the aggregate Merger Consideration to such holders of Company Common Stock. Parent shall direct the Exchange Agent to hold the Exchange Fund for the benefit of such holders of Company Common Stock and to make payments from the Exchange Fund in accordance with this Section 2.02. The Exchange Fund shall not be used for any purpose other than to fund payment of the aggregate Merger Consideration pursuant to Section 2.01(c)similar laws.

Exchange Agent. At or prior to Following the Effective TimeClosing Date, Parent shall deposit deposit, or cause to be deposited deposited, with a bank or trust company designated by the Company and reasonably acceptable to Parent First Union National Bank (the “"Exchange Agent”"), in trust for the benefit of the holders of shares of Company Common Stock (subject to Section 2.01(b) (Cancelation Stock, shares of Treasury Company Preferred Stock and Parent-Owned Stock) and Company Options (as defined in Section 2.01(d) (Appraisal Rights2.3)) as of immediately prior to the Effective Time, for exchange in accordance with this Article II, through the Exchange Agent, certificates representing (i) book-entry the shares representing of Parent Stock issuable pursuant to Section 2.1(b) or 2.1(d) in exchange for outstanding shares of Company Common Stock, (ii) the full number shares of Parent Stock or New Parent Preferred Stock, as the case may be, issuable pursuant to Section 2.1(d) in exchange for outstanding shares of Company Preferred Stock and (iii) the shares of Parent Stock issuable pursuant to Section 2.3 in exchange for outstanding Company Options, all of which shares of Parent Stock and, if applicable, New Parent Preferred Stock shall be deemed to be issued at the Effective Time, together, in the case of shares of Parent Common stock and Depositary Shares included in the Merger Consideration and (ii) sufficient funds for the payment of the aggregate amount of Stock, with cash included in the Merger Consideration (the “Exchange Fund”). Parent shall additionally deposit in the Exchange Fund, after the Effective Time on the appropriate payment date, if applicable, and provide or cause to be provided paid in lieu of fractional shares pursuant to Section 2.2 (e) (such certificates representing such shares of Parent Stock and shares of New Parent Preferred Stock, as the case may be, together with any dividends or other distributions payable on with respect thereto contemplated by Section 2.2(c) and cash in lieu of fractional shares, if any, being hereinafter referred to as the "Exchange Fund"). The Exchange Agent shall, pursuant to irrevocable instructions from Parent, deliver the shares of Parent Common Stock and Depositary Shares included in shares of New Parent Preferred Stock, as the Exchange Fund in accordance with Section 2.02(i). In the event the case may be, contemplated to be issued pursuant to Sections 2.1 and 2.3 and cash portion payments for fractional shares, if any, out of the Exchange Fund shall be insufficient to make the payment of the aggregate Merger Consideration pursuant to Section 2.01(c), Parent shall promptly deposit, or cause to be deposited, additional funds with the Exchange Agent in an amount sufficient to make such payments. Funds made available to the Exchange Agent shall be invested by the Exchange Agent, as directed by the Surviving Corporation, in direct short-term obligations of, or direct short-term obligations fully guaranteed as to principal and interest by, the United States of America with maturities of no more than thirty (30) days, pending payment thereof by the Exchange Agent to the holders of shares of Company Common Stock pursuant to Section 2.01(c); provided, however, that no investment of such deposited funds shall relieve Parent, the Surviving Corporation or the Exchange Agent from promptly making the payment of the aggregate Merger Consideration as required by Section 2.01(c), and following any losses from any such investment, Parent shall promptly provide additional funds to the Exchange Agent, for the benefit of the holders of Company Common Stock as of immediately prior to the Effective Time, in the amount of such losses, which additional funds will be held and disbursed in the same manner as funds initially deposited with the Exchange Agent for payment of the aggregate Merger Consideration to such holders of Company Common Stock. Parent shall direct the Exchange Agent to hold the Exchange Fund for the benefit of such holders of Company Common Stock and to make payments from the Exchange Fund in accordance with this Section 2.02Fund. The Exchange Fund shall not be used for any purpose other than to fund payment of the aggregate Merger Consideration pursuant to Section 2.01(c)purpose.

Exchange Agent. At or prior to (a) As of the Effective Time, Parent shall deposit or cause to be deposited with designate, and enter into an agreement with, a bank or trust company designated by the Company and company, or with another Person reasonably acceptable to Parent the Company, to act as exchange agent in the Merger (the “Exchange Agent”), for which agreement shall provide that Parent shall deposit with the benefit Exchange Agent as of the Effective Time cash sufficient to effect the payment of the Merger Consideration to which holders of shares of Company Common Stock (subject are entitled pursuant to Section 2.01(b1.5(c) (Cancelation of Treasury Stock and Parent-Owned Stock) and Section 2.01(d) (Appraisal Rights)) as of immediately prior to the Effective Time, for exchange in accordance with this Article II, through the Exchange Agent, (i) book-entry shares representing the full number of shares of Parent Common stock and Depositary Shares included in the Merger Consideration and (ii) sufficient funds for the payment of the aggregate amount of cash included in the Merger Consideration (the “Exchange Fund”). . (b) Parent shall additionally deposit in request the Exchange FundAgent to, promptly after the Effective Time on the appropriate payment dateTime, if applicable, and provide mail to each holder of record of a certificate or cause to be provided any dividends or other distributions payable on the shares of Parent Common Stock and Depositary Shares included in the Exchange Fund in accordance with Section 2.02(i). In the event the cash portion of the Exchange Fund shall be insufficient to make the payment of the aggregate Merger Consideration pursuant to Section 2.01(c), Parent shall promptly deposit, or cause to be deposited, additional funds with the Exchange Agent in an amount sufficient to make such payments. Funds made available to the Exchange Agent shall be invested by the Exchange Agent, as directed by the Surviving Corporation, in direct short-term obligations of, or direct short-term obligations fully guaranteed as to principal and interest bycertificates (collectively, the United States of America with maturities of no more than thirty (30“Certificates”) days, pending payment thereof by the Exchange Agent to the holders of representing shares of Company Common Stock pursuant to Section 2.01(c); provided, however, that no investment of such deposited funds shall relieve Parent, the Surviving Corporation or the Exchange Agent from promptly making the payment of the aggregate Merger Consideration as required by Section 2.01(c), issued and following any losses from any such investment, Parent shall promptly provide additional funds to the Exchange Agent, for the benefit of the holders of Company Common Stock as of outstanding immediately prior to the Effective TimeTime (collectively, in the amount “Company Shareholders”) a letter of such lossestransmittal (which shall specify that delivery shall be effected, which additional funds will be held and disbursed in risk of loss and title to the same manner as funds initially deposited with Certificates shall pass, only upon actual delivery thereof to the Exchange Agent and shall contain instructions for payment use in effecting the surrender of such Certificates in exchange for the aggregate Merger Consideration consideration specified in Section 1.5(c) (the “Transmittal Letter”)). Upon surrender for cancellation to such holders of Company Common Stock. Parent shall direct the Exchange Agent of all Certificates held by any Company Shareholder, together with the Transmittal Letter, duly executed, such Company Shareholder shall be entitled to hold receive the Exchange Fund Merger Consideration in exchange for the benefit of such holders each share of Company Common Stock represented by such Certificates, and any Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, payment may be made to make payments from the Exchange Fund in accordance with this Section 2.02. The Exchange Fund shall not be used for any purpose a Person other than to fund 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 aggregate Merger Consideration pursuant payment to Section 2.01(c)a Person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such Tax has been paid or is not applicable.

Exchange Agent. At or prior Prior to the Effective Time, Parent shall deposit designate The Bank of New York, which currently acts as the depository for the ADSs, or cause to be deposited with a another U.S. bank or trust company designated by the Company and reasonably acceptable to Parent the Company (in such capacity, the “Depository”), to act as agent (the “Exchange Agent”), ) for the benefit of the holders of shares of Company Common Stock (subject to Section 2.01(b) (Cancelation of Treasury Stock and Parent-Owned Stock) and Section 2.01(d) (Appraisal Rights)) as of immediately prior to the Effective Time, for exchange in accordance with this Article II, through the Exchange Agent, (i) book-entry shares representing the full number of shares of Parent Common stock and Depositary Shares included in receive the Merger Consideration and (ii) sufficient funds for the payment of the aggregate amount of cash included in the Merger Consideration (the “Exchange Fund”). Parent to which such holders shall additionally deposit in the Exchange Fund, after the Effective Time on the appropriate payment date, if applicable, and provide or cause become entitled from time to be provided any dividends or other distributions payable on the shares of Parent Common Stock and Depositary Shares included in the Exchange Fund in accordance time with Section 2.02(i). In the event the cash portion of the Exchange Fund shall be insufficient respect to make the payment of the aggregate Merger Consideration pursuant to Section 2.01(c), Parent shall promptly deposit, or cause to be deposited, additional funds with the Exchange Agent in an amount sufficient to make such payments. Funds made available to the Exchange Agent shall be invested by the Exchange Agent, as directed by the Surviving Corporation, in direct short-term obligations of, or direct short-term obligations fully guaranteed as to principal and interest by, the United States of America with maturities of no more than thirty (30) days, pending payment thereof by the Exchange Agent to the holders of holder’s shares of Company Common Stock pursuant to Section 2.01(c); provided3.1. Prior to the Effective Time, however, that no investment of such deposited funds Parent shall relieve Parent, cause Merger Sub to deposit or cause the Surviving Corporation or Depository to deposit with the Exchange Agent from promptly making substantially all of: (x) that number of Parent ADRs and Parent Ordinary Share certificates, as applicable, in any denominations as the payment Exchange Agent shall specify and (y) cash, in each case as are issuable or payable, respectively, pursuant to this Article III in respect of the aggregate Merger Consideration as required by Section 2.01(c), and following any losses from any such investment, Parent shall promptly provide additional funds shares of Company Common Stock for which Certificates or Book-Entry Shares have been properly delivered to the Exchange Agent; and within five (5) Business Days following the Effective Time, Parent shall cause the Surviving Corporation to deposit the balance of such Merger Consideration with the Exchange Agent. The deposit made by Merger Sub or the Surviving Corporation, as the case may be, pursuant to this Section 3.2(a) is hereinafter referred to as the “Exchange Fund.” The Exchange Agent shall cause the Exchange Fund to be (i) held for the benefit of the holders of Company Common Stock as of immediately prior and (ii) applied promptly to making the Effective Time, payments provided for in the amount of such losses, which additional funds will be held and disbursed in the same manner as funds initially deposited with the Exchange Agent for payment of the aggregate Merger Consideration to such holders of Company Common Stock. Parent shall direct the Exchange Agent to hold the Exchange Fund for the benefit of such holders of Company Common Stock and to make payments from the Exchange Fund in accordance with this Section 2.023.2(b). The Exchange Fund shall not be used for any purpose other than that is not expressly provided for in this Agreement; provided, that Parent may direct the Exchange Agent to fund payment invest the Exchange Fund in obligations of or guaranteed by the United States of America and backed by the full faith and credit of the aggregate Merger Consideration pursuant United States of America or in commercial paper obligations rated A-1 or P-1 or better by ▇▇▇▇▇’▇ Investors Services, Inc. or Standard & Poor’s Corporation, respectively. Any interest or other income resulting from such investments shall be promptly paid to Section 2.01(c)Parent. Parent shall, prior to the Effective Time, allot Parent Ordinary Shares referred to in Sections 3.1(b) subject to the terms and conditions of this Agreement.

Exchange Agent. At or prior Prior to the Effective Timerecord date for the Company Stockholder Meeting, Parent shall deposit or cause to be deposited with appoint a bank or trust company designated by reasonably agreeable to the Company to act as exchange and reasonably acceptable to Parent paying agent (the “Exchange Agent”), ) for the benefit Merger Consideration and for purposes of the holders of shares of Company Common Stock (subject to Section 2.01(b) (Cancelation of Treasury Stock receiving Roll-Over Election Forms and Parent-Owned Stock) and Section 2.01(d) (Appraisal Rights)) as of immediately prior to the Effective Timedetermining, for exchange in accordance with this Article II, through the form of Partnership Merger Consideration to be received by each holder of LP Units (which bank or trust company shall agree in writing to comply with the provisions of this Article II applicable to it). On or before the Merger Effective Time, Parent shall deposit with the Exchange Agent, (i) book-entry shares representing Agent cash sufficient to pay the full number of shares of Parent Common stock and Depositary Shares included in the aggregate Merger Consideration and (ii) sufficient funds for the payment of Partnership Merger Consideration to be paid pursuant to this Article II and the aggregate amount of cash included in the Merger Consideration to be paid pursuant to Section 2.5 (such cash being referred to as the “Exchange Fund”). Parent The Exchange Agent shall additionally deposit in the Exchange Fund, after the Effective Time on the appropriate payment date, if applicable, and provide or cause to be provided invest any dividends or other distributions payable on the shares of Parent Common Stock and Depositary Shares cash included in the Exchange Fund in accordance with Section 2.02(i). In the event the cash portion of the Exchange Fund shall be insufficient to make the payment of the aggregate Merger Consideration pursuant to Section 2.01(c), Parent shall promptly deposit, or cause to be deposited, additional funds with the Exchange Agent in an amount sufficient to make such payments. Funds made available to the Exchange Agent shall be invested by the Exchange Agent, as directed by the Surviving Corporation, in direct short-term obligations of, or direct short-term obligations fully guaranteed Company (so long as to principal and interest by, such directions do not impair the United States of America with maturities of no more than thirty (30) days, pending payment thereof by the Exchange Agent to the holders of shares of Company Common Stock pursuant to Section 2.01(c); provided, however, that no investment of such deposited funds shall relieve Parent, the Surviving Corporation or the Exchange Agent from promptly making the payment of the aggregate Merger Consideration as required by Section 2.01(c), and following any losses from any such investment, Parent shall promptly provide additional funds to the Exchange Agent, for the benefit rights of the holders of Company Common Stock Shares or the ability of the Exchange Agent to make timely payments as required hereby), in direct obligations of immediately prior the United States of America or any state thereof, obligations for which the full faith and credit of the United States of America or any such state is pledged to provide for the payment of principal and interest, commercial paper either rated of the highest quality by ▇▇▇▇▇’▇ Investors Service, Inc. or Standard & Poor’s Corporation or certificates of deposit issued by, or other deposit accounts of, a commercial bank having at least $1,000,000,000 in capital and surplus, in each case with a maturity of three months or less; provided that no such investment or losses thereon shall affect the Merger Consideration or other amounts payable pursuant to this Article II, and that Parent shall promptly provide, or shall cause the Surviving Company to provide, additional funds to the Effective Time, Exchange Agent in the amount of such losses, which additional any shortfall in funds will payable pursuant to this Article II. Any earnings with respect thereto shall be held paid to the Surviving Company as and disbursed in when requested by the same manner as funds initially deposited with the Surviving Company. The Exchange Agent for payment of shall pay the aggregate Merger Consideration to such holders out of Company Common Stock. Parent shall direct the Exchange Agent to hold the Exchange Fund for the benefit of such holders of Company Common Stock and to make payments from the Exchange Fund in accordance with this Section 2.02Agreement. The Exchange Fund shall not be used for any purpose other than purpose. Parent shall cause the Exchange Agent to fund payment mail to each holder of record of Company Common Shares as of the aggregate Merger Consideration record date for the Company Stockholder Meeting, together with the Proxy Statement pursuant to Section 2.01(c5.2(c), (i) a letter of transmittal in customary form (a “Letter of Transmittal”) that shall specify that delivery shall be effected and risk of loss and title to the certificates representing Company Common Shares (each, a “Common Share Certificate”) shall pass only upon delivery of the Common Share Certificates (or affidavits of loss in lieu thereof in accordance with Section 2.9(g)) to the Exchange Agent and (ii) instructions for use in effecting the surrender of the Common Share Certificates (or affidavits of loss in lieu thereof in accordance with Section 2.9(g)) in exchange for the Merger Consideration. The form of the Letter of Transmittal and instructions shall be reasonably agreed upon by Parent and the Company.

Exchange Agent. At or prior Prior to the Effective Timefiling of the Certificate of Merger, Parent shall designate a bank or trust company to act as agent for issuance of the Merger Consideration (the “Exchange Agent”) upon surrender of the Certificates and Book-Entry Shares. Prior to the filing of the Certificate of Merger, the Company shall deposit with the Exchange Agent (by wire transfer of immediately available funds) cash in an amount that will be specified by Parent in writing at least twenty-four (24) hours before the filing of the Certificate of Merger, which amount shall not be more than the amount of the Company’s Unrestricted Cash as provided in Section 6.2(e) below (such amount, the “Company Cash Deposit” and the notice given by Parent with respect to the Company Cash Deposit, the “Deposit Notice”); provided, that, if the Closing does not occur on such intended Closing Date, the Exchange Agent will return, or cause to be returned, such Company Cash Deposit, and any interest or other income thereon, to the Company on the second business day after such deposit). The Company Cash Deposit shall be made solely out of cash on hand and shall be used solely for purposes of paying a portion of the Merger Consideration in accordance with this Article II and shall not be used to satisfy any other obligation of the Company or any of its Subsidiaries. Prior to the filing of the Certificate of Merger, Parent shall deposit or cause to be deposited with a bank or trust company designated by the Company and reasonably acceptable to Parent (the “Exchange Agent”), for the benefit of the holders of shares of Company Common Stock (subject to Section 2.01(b) (Cancelation of Treasury Stock and Parent-Owned Stock) and Section 2.01(d) (Appraisal Rights)) as of immediately prior to the Effective Time, for exchange in accordance with this Article II, through the Exchange Agent, Agent (i) book-entry shares representing the full a number of shares of Parent Common stock and Depositary Shares included in Stock sufficient to pay the Merger aggregate Common Stock Share Consideration pursuant to Section 2.1(c), and (ii) cash in an amount sufficient funds for (together with the payment of Company Cash Deposit) to pay (A) the aggregate Common Stock Cash Consideration and any Preferred Stock Merger Consideration payable pursuant to Sections 2.1(c) and 2.1(d), and (B) the aggregate amount of cash included in the Merger Consideration (the “Exchange Fund”lieu of fractional shares payable pursuant to Section 2.2(i). Parent shall additionally deposit in the Exchange Fund, after the Effective Time on the appropriate payment date, if applicable, Such cash and provide or cause to be provided any dividends or other distributions payable on the shares of Parent Common Stock and Depositary Shares included in the Exchange Fund in accordance with Section 2.02(i). In the event the cash portion of the Exchange Fund shall be insufficient to make the payment of the aggregate Merger Consideration pursuant to Section 2.01(c), Parent shall promptly deposit, or cause to be deposited, additional funds with the Exchange Agent in an amount sufficient to make such payments. Funds made available to the Exchange Agent shall be invested by the Exchange Agent, as directed by the Surviving Corporation, in direct short-term obligations of, or direct short-term obligations fully guaranteed as to principal and interest by, the United States of America with maturities of no more than thirty (30) days, pending payment thereof by the Exchange Agent to the holders of shares of Company Common Stock pursuant to Section 2.01(c); provided, however, that no investment of such deposited funds shall relieve Parent, the Surviving Corporation or the Exchange Agent from promptly making the payment of the aggregate Merger Consideration as required by Section 2.01(c), and following any losses from any such investment, Parent shall promptly provide additional funds provided to the Exchange Agent, for together with any dividends or distributions with respect thereto, are referred to herein as the benefit of the holders of Company Common Stock as of immediately prior to the Effective Time, in the amount of such losses, which additional funds will be held and disbursed in the same manner as funds initially deposited with the “Exchange Agent for payment of the aggregate Merger Consideration to such holders of Company Common Stock. Parent shall direct the Exchange Agent to hold the Exchange Fund for the benefit of such holders of Company Common Stock and to make payments from the Exchange Fund in accordance with this Section 2.02. The Exchange Fund shall not be used for any purpose other than to fund payment of the aggregate Merger Consideration pursuant to Section 2.01(c)Fund.”

Exchange Agent. At i. On or prior to the Effective Time, Parent shall deposit designate Empire Stock Transfer or cause to be deposited with a another bank or trust company designated by Parent and reasonably satisfactory to the Company and reasonably acceptable to Parent act as exchange agent in the Merger (the “Exchange Agent”). On the Closing Date, (A) Parent shall deposit, or shall cause to be deposited, with the Exchange Agent, for the benefit of the holders of shares of Company Common Stock (subject to Section 2.01(b) (Cancelation of Treasury Stock and Parent-Owned Stock) and Section 2.01(d) (Appraisal Rights)) as of immediately prior to the Effective Time, for exchange in accordance with this Article II2, through the Exchange Agent, (i) book-entry shares representing cash in U.S. dollars in an amount sufficient to pay the full number Closing Date Per Share Merger Consideration with respect to all of the shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares of Excluded Company Common Stock to be canceled pursuant to Section 2.1(b) and any Dissenting Shares) as provided in Section 2.1(a) (which, for the avoidance of doubt shall not include the Closing Date RSU Consideration to be paid as provided in Section 2.2) and (B) Parent Common stock will, or will cause to be deposited with the Surviving Corporation, cash in an amount sufficient to pay the aggregate Closing Date RSU Consideration to be paid in accordance with Section 2.2 (such cash, and Depositary Shares included any interest and earnings thereon in clauses (A) and (B), in the Merger Consideration and (ii) sufficient funds for the payment of the aggregate amount of cash included in the Merger Consideration (aggregate, being hereinafter referred to as the “Exchange Fund”)) payable pursuant to Section 2.1(a) or Section 2.2, as applicable. Parent The Exchange Fund shall additionally deposit in the not be used for any other purpose other than to fund payments due pursuant to this Article 2. ii. The Exchange Fund, after the Effective Time on the appropriate payment date, if applicable, and provide or cause to be provided Agent shall invest any dividends or other distributions payable on the shares of Parent Common Stock and Depositary Shares included cash remaining in the Exchange Fund as directed by Parent, provided, that (A) no such investment or losses thereon shall affect the Merger Consideration payable to the holders of Company Common Stock, (B) following any such losses or events that result in accordance with Section 2.02(i). In the event the cash portion of the Exchange Fund shall be becoming not immediately available or that result in the amount of funds in the Exchange Fund being insufficient to make promptly pay the payment portion of the aggregate Merger Consideration pursuant to Section 2.01(c)that remains unpaid, Parent shall promptly deposit, or cause to be deposited, provide additional funds with the Exchange Agent in an amount sufficient to make such payments. Funds made available to the Exchange Agent for the benefit of the holders of Company Common Stock to the extent of such insufficiency and (C) such investments shall be invested by in the Exchange Agent, as directed by the Surviving Corporation, in direct following (or a combination thereof): (I) short-term direct obligations of, or direct short-term obligations fully guaranteed as to principal and interest by, of the United States of America with maturities of no more than thirty (30) days, pending (II) short term obligations for which the full faith and credit of the United States of America is pledged to provide for payment thereof of all principal and interest, (III) commercial paper obligations rated P-1 or A-1 or better by ▇▇▇▇▇’▇ Investor Services, Inc. or Standard & Poor’s Corporation, respectively, (IV) money market funds of the highest rating issued by either ▇▇▇▇▇’▇ Investor Services, Inc. or Standard & Poor’s Corporation, or (V) certificates of deposit or similar instruments issued by commercial banks with not less than $1 billion of capital. Any interest or other income resulting from the investment of such funds shall be added to the Exchange Agent to Fund and any amounts in excess of the holders of shares of Company Common Stock amounts payable pursuant to Section 2.01(c); provided, however, that no investment of such deposited funds 2.1(a) or Section 2.2 shall relieve Parent, be returned to the Surviving Corporation or the Exchange Agent from promptly making the payment of the aggregate Merger Consideration as required by Section 2.01(c), and following any losses from any such investment, Parent shall promptly provide additional funds to the Exchange Agent, for the benefit of the holders of Company Common Stock as of immediately prior to the Effective Time, in the amount of such losses, which additional funds will be held and disbursed in the same manner as funds initially deposited with the Exchange Agent for payment of the aggregate Merger Consideration to such holders of Company Common Stock. Parent shall direct the Exchange Agent to hold the Exchange Fund for the benefit of such holders of Company Common Stock and to make payments from the Exchange Fund in accordance with this Section 2.02Corporation. iii. The Exchange Fund shall not be used for any purpose other than Agent shall, pursuant to fund payment of irrevocable instructions, deliver the aggregate Merger Consideration contemplated to be paid pursuant to Section 2.01(c)2.1(a) out of the Exchange Fund.

Exchange Agent. At or prior Prior to the Effective Time, Parent shall deposit designate The Bank of New York, which currently acts as the depository for the ADSs, or cause to be deposited with a another U.S. bank or trust company designated by the Company and reasonably acceptable to Parent the Company (in such capacity, the “Depository”), to act as agent (the “Exchange Agent”), ) for the benefit of the holders of shares of Company Common Stock (subject to Section 2.01(b) (Cancelation of Treasury Stock and Parent-Owned Stock) and Section 2.01(d) (Appraisal Rights)) as of immediately prior to the Effective Time, for exchange in accordance with this Article II, through the Exchange Agent, (i) book-entry shares representing the full number of shares of Parent Common stock and Depositary Shares included in receive the Merger Consideration and (ii) sufficient funds for the payment of the aggregate amount of cash included in the Merger Consideration (the “Exchange Fund”). Parent to which such holders shall additionally deposit in the Exchange Fund, after the Effective Time on the appropriate payment date, if applicable, and provide or cause become entitled from time to be provided any dividends or other distributions payable on the shares of Parent Common Stock and Depositary Shares included in the Exchange Fund in accordance time with Section 2.02(i). In the event the cash portion of the Exchange Fund shall be insufficient respect to make the payment of the aggregate Merger Consideration pursuant to Section 2.01(c), Parent shall promptly deposit, or cause to be deposited, additional funds with the Exchange Agent in an amount sufficient to make such payments. Funds made available to the Exchange Agent shall be invested by the Exchange Agent, as directed by the Surviving Corporation, in direct short-term obligations of, or direct short-term obligations fully guaranteed as to principal and interest by, the United States of America with maturities of no more than thirty (30) days, pending payment thereof by the Exchange Agent to the holders of holder’s shares of Company Common Stock pursuant to Section 2.01(c); provided3.1. Prior to the Effective Time, however, that no investment of such deposited funds Parent shall relieve Parent, cause Merger Sub to deposit or cause the Surviving Corporation or Depository to deposit with the Exchange Agent from promptly making substantially all of: (x) that number of Parent ADRs and Parent Ordinary Share certificates, as applicable, in any denominations as the payment Exchange Agent shall specify and (y) cash, in each case as are issuable or payable, respectively, pursuant to this Article III in respect of the aggregate Merger Consideration as required by Section 2.01(c), and following any losses from any such investment, Parent shall promptly provide additional funds shares of Company Common Stock for which Certificates or Book-Entry Shares have been properly delivered to the Exchange Agent; and within five (5) Business Days following the Effective Time, Parent shall cause the Surviving Corporation to deposit the balance of such Merger Consideration with the Exchange Agent. The deposit made by Merger Sub or the Surviving Corporation, as the case may be, pursuant to this Section 3.2(a) is hereinafter referred to as the “Exchange Fund.” The Exchange Agent shall cause the Exchange Fund to be (i) held for the benefit of the holders of Company Common Stock as of immediately prior and (ii) applied promptly to making the Effective Time, payments provided for in the amount of such losses, which additional funds will be held and disbursed in the same manner as funds initially deposited with the Exchange Agent for payment of the aggregate Merger Consideration to such holders of Company Common Stock. Parent shall direct the Exchange Agent to hold the Exchange Fund for the benefit of such holders of Company Common Stock and to make payments from the Exchange Fund in accordance with this Section 2.023.2(b). The Exchange Fund shall not be used for any purpose other than that is not expressly provided for in this Agreement; provided, that Parent may direct the Exchange Agent to fund payment invest the Exchange Fund in obligations of or guaranteed by the United States of America and backed by the full faith and credit of the aggregate Merger Consideration pursuant United States of America or in commercial paper obligations rated A-1 or P-1 or better by M▇▇▇▇’▇ Investors Services, Inc. or Standard & Poor’s Corporation, respectively. Any interest or other income resulting from such investments shall be promptly paid to Section 2.01(c)Parent. Parent shall, prior to the Effective Time, allot Parent Ordinary Shares referred to in Sections 3.1(b) subject to the terms and conditions of this Agreement.

Exchange Agent. At or prior Prior to the Effective Time, Parent the Company shall deposit or cause to be deposited with designate a bank or trust company designated by the Company and reasonably acceptable to Parent (the “Exchange Agent”), ) for the benefit purpose of the holders of exchanging shares of Company Common Stock for the Merger Consideration and the parties shall enter into an agreement with the Exchange Agent relating to the services to be performed by the Exchange Agent. The Company shall (subject to Section 2.01(bi) (Cancelation of Treasury Stock and Parent-Owned Stock) and Section 2.01(d) (Appraisal Rights)) as of immediately prior to the Effective TimeTime (and for the avoidance of doubt, for exchange if the condition set forth in Section 6.2(d) would be satisfied), in accordance with applicable Law and in a manner consistent with and subject to the provisions of this Article IIAgreement (including, through for the Exchange Agentavoidance of doubt, (i) book-entry shares representing Section 5.1), take, or cause to be taken, such actions as are necessary and appropriate such that Available Funds are, and on the full number of shares of Parent Common stock and Depositary Shares included Closing Date will be, available to the Company in an amount equal to no less than the Merger Consideration Amount and (ii) sufficient funds for the payment out of the aggregate amount of cash included in the Merger Consideration (the “Exchange Fund”). Parent shall additionally deposit in the Exchange Fundsuch Available Funds, after the Effective Time on the appropriate payment date, if applicable, and provide or cause to be provided any dividends or other distributions payable on the shares of Parent Common Stock and Depositary Shares included in the Exchange Fund in accordance with Section 2.02(i). In the event the cash portion of the Exchange Fund shall be insufficient to make the payment of the aggregate Merger Consideration pursuant to Section 2.01(c), Parent shall promptly deposit, or cause to be deposited, additional funds with the Exchange Agent prior to the Effective Time cash in an immediately available funds in such aggregate amount sufficient necessary to make such paymentspay the Merger Consideration Amount. Funds made available to The Exchange Agent Agreement shall provide that the Exchange Agent shall shall, if the Closing does not occur, promptly return to the Company the Merger Consideration Amount deposited by it (together with any interest earned thereon) with the Exchange Agent pursuant to this Section 2.2(a). The Merger Consideration Amount deposited with the Exchange Agent pursuant to this Section 2.2(a) shall, pending its disbursement to such holders, be invested by the Exchange Agent, as directed by the Surviving Corporation, Agent in direct (i) short-term direct obligations of, or direct short-term obligations fully guaranteed as to principal and interest by, of the United States of America with maturities or (ii) short-term obligations for which the full faith and credit of no more than thirty (30) days, pending the United States of America is pledged to provide for the payment thereof of principal and interest. Any interest and other income from such investments shall become part of the funds held by the Exchange Agent to for purposes of paying the holders Merger Consideration. No investment by the Exchange Agent of shares of Company Common Stock pursuant to Section 2.01(c); provided, however, that no investment of such deposited funds the Merger Consideration shall relieve Parentthe Company, the Surviving Corporation or the Exchange Agent from promptly making the payment payments required by this Article II and Parent shall cause the Surviving Corporation to promptly replace any funds deposited with the Exchange Agent lost through any investment made pursuant to this Section 2.2(a). No investment by the Exchange Agent of the aggregate Merger Consideration as required by Section 2.01(c), and following any losses from any such investmentAmount shall have maturities that could prevent or delay payments to be made pursuant to this Agreement. Following the Effective Time, Parent shall promptly provide additional funds agrees to cause the Surviving Corporation to make available to the Exchange Agent, for from time to time as needed, additional cash to pay the benefit of the holders of Company Common Stock as of immediately prior to the Effective Time, in the amount of such losses, which additional funds will be held and disbursed in the same manner as funds initially deposited with the Exchange Agent for payment of the aggregate Merger Consideration to such holders of Company Common Stock. Parent shall direct the Exchange Agent to hold the Exchange Fund for the benefit of such holders of Company Common Stock and to make payments from the Exchange Fund in accordance with as contemplated by this Section 2.02. The Exchange Fund shall not be used for any purpose other than to fund payment of the aggregate Merger Consideration pursuant to Section 2.01(c)Article II without interest.

Exchange Agent. At or prior to the Effective Time, Parent shall deposit or cause to be deposited with designate a reputable bank or trust company designated by to act as the Company paying and exchange agent (the identity and terms of designation and appointment of which shall be reasonably acceptable to Parent the Company) for purposes of delivering or causing to be delivered to each holder of Company Shares the Stock Consideration that such holder shall become entitled to receive with respect to such holder’s Company Shares pursuant to the Merger (the “Exchange Agent”). Parent shall pay, for or cause to be paid, the benefit fees and expenses of the holders of shares of Company Common Stock (subject to Section 2.01(b) (Cancelation of Treasury Stock and Parent-Owned Stock) and Section 2.01(d) (Appraisal Rights)) as of immediately Exchange Agent. At or prior to the Effective Time, for exchange in accordance Parent shall deposit, or cause to be deposited, with this Article II, through the Exchange Agent, Agent (i) book-entry shares representing the full evidence of a number of shares of Parent Common stock and Depositary Shares included Stock in book-entry form equal to the Merger Stock Consideration and (ii) cash sufficient funds for to make payments in lieu of any fractional shares of Parent Common Stock pursuant to Section 2.8 (such evidence of book-entry shares of Parent Common Stock and cash deposited with the payment of the aggregate amount of cash included in the Merger Consideration (Exchange Agent, collectively, the “Exchange Fund”). Parent , to which holders of Company Shares shall additionally deposit in the Exchange Fund, after be entitled at the Effective Time on the appropriate payment date, if applicable, and provide or cause pursuant to be provided any dividends or other distributions payable on the shares of Parent Common Stock and Depositary Shares included in the Exchange Fund in accordance with Section 2.02(i)this Agreement. In the event the cash portion of the Exchange Fund shall be insufficient to make the payment cash payments in lieu of the aggregate Merger Consideration pursuant to Section 2.01(c)any fractional shares of Parent Common Stock, Parent shall promptly deposit, or cause to be deposited, additional funds with the Exchange Agent in an amount such additional funds to ensure that the Exchange Agent has sufficient funds to make such payments. Funds made available In addition, Parent shall deposit or cause to be deposited with the Exchange Agent, as necessary from time to time after the Effective Time, any dividends or other distributions, if any, to which the holders of Company Shares may be entitled pursuant to Section 2.9, with both a record and payment date after the Effective Time and prior to the surrender of the Company Shares in exchange for such Parent Common Stock. If requested by Parent, the cash portion of the Exchange Agent Fund shall be invested by the Exchange Agent, Agent as directed by the Surviving Corporation, in direct short-term obligations of, or direct short-term obligations fully guaranteed as to principal and interest by, the United States of America with maturities of no more than thirty (30) daysParent, pending payment thereof by the Exchange Agent to the holders of shares of the Company Common Stock pursuant to Section 2.01(c)Shares; provided, however, that any such investments shall be in obligations of, or guaranteed by, the United States government or rated A-1 or P-1 or better by M▇▇▇▇’▇ Investor Service, Inc. or Standard & Poor’s Corporation, respectively. Earnings from such investments shall be the sole and exclusive property of the Surviving Corporation, and no investment part of such deposited funds earnings shall relieve Parent, the Surviving Corporation or the Exchange Agent from promptly making the payment of the aggregate Merger Consideration as required by Section 2.01(c), and following any losses from any such investment, Parent shall promptly provide additional funds accrue to the Exchange Agent, for the benefit of the holders of Company Common Stock as of immediately prior to the Effective Time, in the amount of such losses, which additional funds will be held and disbursed in the same manner as funds initially deposited Shares. Any losses with the Exchange Agent for payment of the aggregate Merger Consideration respect to such investments shall have no effect upon amounts payable or other consideration due to holders of Company Common Stock. Parent shall direct the Exchange Agent to hold the Exchange Fund for the benefit of such holders of Company Common Stock and to make payments from the Exchange Fund in accordance with this Section 2.02. The Exchange Fund shall not be used for Shares or any purpose other than to fund payment of the aggregate Merger Consideration pursuant to Section 2.01(c)Person hereunder.

Exchange Agent. At or least five Business Days prior to the Effective Time, Parent shall deposit or cause to be deposited with a bank or trust company designated by the Company designate an exchange and paying agent reasonably acceptable to Parent the Company (the “Exchange Agent”), ) for the benefit purpose of the holders of shares of exchanging Company Certificates or Uncertificated Company Common Stock (subject to Section 2.01(b) (Cancelation of Treasury Stock and Parent-Owned Stock) and Section 2.01(d) (Appraisal Rights)) as of Shares outstanding immediately prior to the Effective Time. Prior to or at the Effective Time, for exchange Parent shall deposit, or shall cause to be deposited, with the Exchange Agent in accordance with this Article II, through the Exchange Agent, (i) certificates, or at Parent’s option, shares in book-entry shares form representing the full number of shares of Parent Common stock and Depositary Shares included to be exchanged in the Merger Consideration Amalgamation and (ii) cash in an amount sufficient funds for the payment to pay any cash payable in lieu of the aggregate amount of cash included in the Merger Consideration (the “Exchange Fund”). Parent shall additionally deposit in the Exchange Fund, after the Effective Time on the appropriate payment date, if applicable, and provide or cause to be provided any dividends or other distributions payable on the fractional shares of Parent Common Stock and Depositary Shares included in the Exchange Fund in accordance with Section 2.02(i). In the event the cash portion of the Exchange Fund shall be insufficient to make the payment of the aggregate Merger Consideration pursuant to Section 2.01(c2.2(e). Following the Effective Time, Parent shall promptly depositdeposit promptly, or cause to be deposited, additional funds with the Exchange Agent any dividends or distributions to which the shareholders of the Company may be entitled pursuant to Section 2.2(c) in an amount sufficient to make pay such paymentsdividends or distributions to shareholders of the Company that have not, as of such date, exchanged their Company Certificates or Uncertificated Company Common Shares. Funds made available Such Consideration and cash so deposited are hereinafter referred to as the “Exchange Fund.” No interest shall be paid or accrued for the benefit of holders of the Company Certificates or Uncertificated Company Common Shares on cash amounts payable pursuant to this Section 2.2. The Exchange Agent shall be invested by invest any cash in the Exchange Agent, Fund as directed by the Surviving Corporation, Parent; provided that such investments shall be in direct short-term obligations of, of or direct short-term obligations fully guaranteed as to principal and interest by, by the United States of America or in money market funds having a rating in the highest investment category granted by a recognized credit rating agency at the time of investment. Any interest and other income resulting from such investments shall be promptly paid to Parent and any amounts in excess of the amounts payable under Sections 2.2(c) and (e) shall be promptly returned to Parent. To the extent that there are any losses with maturities of no more than thirty (30) daysrespect to any such investments, pending payment thereof by or such cash diminishes for any reason below the level required for the Exchange Agent to the holders of shares of Company Common Stock pursuant to Section 2.01(c); provided, however, that no investment of such deposited funds shall relieve Parent, the Surviving Corporation or the Exchange Agent from promptly making the make prompt cash payment of the aggregate Merger Consideration as required by Section 2.01(camounts under Sections 2.2(c) and (e), and following any losses from any such investment, Parent shall promptly provide additional funds replace or restore the cash so as to the Exchange Agent, ensure that there is sufficient cash for the benefit of the holders of Company Common Stock as of immediately prior to the Effective Time, in the amount of such losses, which additional funds will be held and disbursed in the same manner as funds initially deposited with the Exchange Agent for payment of the aggregate Merger Consideration to such holders of Company Common Stock. Parent shall direct the Exchange Agent to hold the Exchange Fund for the benefit of make all such holders of Company Common Stock and to make payments from the Exchange Fund in accordance with this Section 2.02. The Exchange Fund shall not be used for any purpose other than to fund payment of the aggregate Merger Consideration pursuant to Section 2.01(c)payments.

Exchange Agent. At or prior to the Effective Time, Parent the Surviving Corporation shall deposit with ▇▇▇▇▇ Fargo Bank, N.A. or cause to be deposited with a another nationally recognized bank or trust company designated by mutually acceptable to Merger Sub and the Company and reasonably acceptable to Parent (the “Exchange Agent”), for the benefit of the holders of shares of Company Common Stock (subject to Section 2.01(b) (Cancelation of Treasury Stock and Parent-Owned Stock) and Section 2.01(d) (Appraisal Rights)) as of outstanding immediately prior to the Effective Time, for exchange payment through the Exchange Agent in accordance with this Article IISection 2.2, through the Exchange Agent, (i) book-entry shares representing the full number of shares of Parent Common stock and Depositary Shares included cash in the Merger Consideration and (ii) an amount sufficient funds for the payment of the aggregate amount of cash included in the Merger Consideration (the “Exchange Fund”). Parent shall additionally deposit in the Exchange Fund, after the Effective Time on the appropriate payment date, if applicable, and provide or cause to be provided any dividends or other distributions payable on the shares of Parent Common Stock and Depositary Shares included in the Exchange Fund in accordance with Section 2.02(i). In the event the cash portion of the Exchange Fund shall be insufficient to make the payment of the aggregate Merger Consideration pursuant to Section 2.01(c2.1(c) in exchange for all of the outstanding shares of Company Common Stock (the “Exchange Fund”). The Exchange Agent shall invest such cash as directed by the Surviving Corporation on a daily basis as directed by the Surviving Corporation; provided that such investments shall be in obligations of or guaranteed by the United States of America or obligations of an agency of the United States of America which are backed by the full faith and credit of the United States of America, in commercial paper obligations rated A-1 or P-1 or better by ▇▇▇▇▇’▇ Investors Services Inc. or Standard & Poor’s Corporation, or in deposit accounts, certificates of deposit or banker’s acceptances 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 $500 million (based on the most recent financial statements of the banks which are then publicly available at the SEC or otherwise). Any interest and other income resulting from such investments shall be paid to the Surviving Corporation and any risk of loss in connection with such investments shall be borne by the Surviving Corporation; provided that no such investment or losses thereon shall affect the Merger Consideration payable to former Company stockholders, and Parent shall promptly depositprovide, or shall cause the Surviving Corporation to be depositedpromptly provide, additional funds with to the Exchange Agent for the benefit of the former Company stockholders in an the amount sufficient to make of any such paymentslosses. Funds made available All expenses related to the Exchange Agent shall be invested by the Exchange Agent, as directed by responsibility of the Surviving Corporation, in direct short-term obligations of, or direct short-term obligations fully guaranteed as to principal and interest by, the United States of America with maturities of no more than thirty (30) days, pending payment thereof by the Exchange Agent to the holders of shares of Company Common Stock pursuant to Section 2.01(c); provided, however, that no investment of such deposited funds shall relieve Parent, the Surviving Corporation or the Exchange Agent from promptly making the payment of the aggregate Merger Consideration as required by Section 2.01(c), and following any losses from any such investment, Parent shall promptly provide additional funds to the Exchange Agent, for the benefit of the holders of Company Common Stock as of immediately prior to the Effective Time, in the amount of such losses, which additional funds will be held and disbursed in the same manner as funds initially deposited with the Exchange Agent for payment of the aggregate Merger Consideration to such holders of Company Common Stock. Parent shall direct the Exchange Agent to hold the Exchange Fund for the benefit of such holders of Company Common Stock and to make payments from the Exchange Fund in accordance with this Section 2.02. The Exchange Fund shall not be used for any purpose other than to fund payment of the aggregate Merger Consideration pursuant to Section 2.01(c).

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

Exchange Agent. At or prior to the Effective Time, Parent shall deposit deposit, or shall cause to be deposited deposited, with a bank or trust company designated an exchange agent selected by the Company Parent and reasonably acceptable to Parent the Company (the “Exchange Agent”), for the benefit of the holders of shares Company Shares, (i) at the Effective Time, certificates, or at Parent’s option, evidence of Company Common non-certificated Parent Shares in book-entry form (“Book Entry Parent Shares”), constituting at least the amounts necessary for the Stock Consideration, (subject ii) at the Effective Time, cash in immediately available funds constituting at least the amounts necessary for the Cash Consideration, and (iii) as necessary from time to time after the Effective Time, if applicable, any cash and dividends or other distributions with respect to the Parent Shares to be issued or to be paid pursuant to Section 2.01(b) (Cancelation of Treasury Stock and Parent-Owned Stock) and Section 2.01(d) (Appraisal Rights‎4.2(c)) as of , in exchange for Company Shares outstanding immediately prior to the Effective Time, for exchange deliverable upon due surrender of the Certificates (or affidavits of loss in accordance with lieu thereof as provided in Section ‎4.2(g)) or Book Entry Company Shares pursuant to the provisions of this Article II‎IV (such cash, through certificates for Parent Shares and evidence of Book Entry Parent Shares, together with the Exchange Agent, (i) book-entry shares representing the full number of shares of Parent Common stock and Depositary Shares included in the Merger Consideration and (ii) sufficient funds for the payment of the aggregate amount of cash included in the Merger Consideration (any dividends or other distributions payable pursuant to this Article ‎IV with respect thereto, being hereinafter referred to as the “Exchange Fund”). The Exchange Agent shall invest the cash available in the Exchange Fund as directed by Parent; provided that such investments shall be in obligations, funds or accounts typical for (including having liquidity typical for) transactions of this nature. To the 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 of the aggregate cash portion of the Cash Consideration as contemplated hereby, Parent shall additionally deposit promptly replace or restore the cash in the Exchange Fund lost through such investments or other events so as to ensure that the Exchange Fund is at all times maintained at a level sufficient to make such cash payments. Any interest and other income resulting from such investment shall become a part of the Exchange Fund, after the Effective Time on the appropriate payment date, if applicable, and provide or cause to be provided any dividends or other distributions payable on the shares of Parent Common Stock and Depositary Shares included amounts in the Exchange Fund in accordance with Section 2.02(i). In the event the cash portion excess of the Exchange Fund amounts payable under Section ‎4.1(a) shall be insufficient promptly returned to make the payment of the aggregate Merger Consideration pursuant to Section 2.01(c), Parent shall promptly deposit, or cause to be deposited, additional funds with the Exchange Agent in an amount sufficient to make such paymentsParent. Funds made available to the The Exchange Agent shall be invested by also act as the Exchange Agent, as directed by the Surviving Corporation, in direct short-term obligations of, or direct short-term obligations fully guaranteed as to principal and interest by, the United States of America with maturities of no more than thirty (30) days, pending payment thereof by the Exchange Agent to the holders of shares of Company Common Stock pursuant to Section 2.01(c); provided, however, that no investment of such deposited funds shall relieve Parent, the Surviving Corporation or the Exchange Agent from promptly making the payment of the aggregate Merger Consideration as required by Section 2.01(c), and following any losses from any such investment, Parent shall promptly provide additional funds to the Exchange Agent, agent for the benefit Company’s stockholders for the purpose of the holders of receiving and holding their Certificates and Book Entry Company Common Stock as of immediately prior to the Effective Time, Shares and shall obtain no rights or interests in the amount of such losses, which additional funds will be held and disbursed in the same manner as funds initially deposited with the Exchange Agent for payment of the aggregate Merger Consideration to such holders of Company Common Stock. Parent shall direct the Exchange Agent to hold the Exchange Fund for the benefit of such holders of Company Common Stock and to make payments from the Exchange Fund in accordance with this Section 2.02. The Exchange Fund shall not be used for any purpose other than to fund payment of the aggregate Merger Consideration pursuant to Section 2.01(c)shares represented thereby.

Exchange Agent. At or prior to the Effective Time, Parent shall deposit or cause to be deposited with a bank or trust company designated by the Company and reasonably acceptable to Parent (the “Exchange Agent”), for the benefit of the holders of shares of Company Common Stock (subject to Section 2.01(b) (Cancelation of Treasury Stock and Parent-Owned Stock) and Section 2.01(d) (Appraisal Rights)) as of immediately prior to the Effective Time, for exchange in accordance with this Article II, through the Exchange Agent, (i) book-entry shares representing the full number of shares of Parent Common stock and Depositary Shares included in the Merger Consideration and (ii) sufficient funds for the payment of the aggregate amount of cash included in the Merger Consideration pursuant to Section 2.01(c) (the “Exchange Fund”). For the avoidance of doubt, Parent shall additionally deposit in the Exchange Fundnot be required to deposit, after the Effective Time on the appropriate payment date, if applicable, and provide or cause to be provided deposited, any dividends or other distributions payable on funds related to any CVR with the shares Rights Agent unless and until such deposit is required pursuant to the terms of Parent Common Stock and Depositary Shares included in the Exchange Fund in accordance with Section 2.02(i)CVR Agreement. In the event the cash portion of the Exchange Fund shall be insufficient to make the payment of the aggregate Merger Consideration pursuant to Section 2.01(c), Parent shall promptly deposit, or cause to be deposited, additional funds with the Exchange Agent in an amount sufficient to make such payments. Funds made available to the Exchange Agent shall be invested by the Exchange Agent, as directed by the Surviving Corporation, in direct short-term obligations of, or direct short-term obligations fully guaranteed as to principal and interest by, the United States of America with maturities of no more than thirty (30) days, pending payment thereof by the Exchange Agent to the holders of shares of Company Common Stock pursuant to Section 2.01(c); provided, however, that no investment of such deposited funds shall relieve Parent, the Surviving Corporation or the Exchange Agent from promptly making the payment of the aggregate Merger Consideration as required by Section 2.01(c), and following any losses from any such investment, Parent shall promptly provide additional funds to the Exchange Agent, for the benefit of the holders of Company Common Stock as of immediately prior to the Effective Time, in the amount of such losses, which additional funds will be held and disbursed in the same manner as funds initially deposited with the Exchange Agent for payment of the aggregate Merger Consideration to such holders of Company Common Stock. Parent shall direct the Exchange Agent to hold the Exchange Fund for the benefit of such holders of Company Common Stock and to make payments from the Exchange Fund in accordance with this Section 2.02. The Exchange Fund shall not be used for any purpose other than to fund payment of the aggregate Merger Consideration pursuant to Section 2.01(c).

Exchange Agent. At or prior to the Effective Time, Parent shall deposit deposit, or shall cause to be deposited deposited, with a bank or trust company designated an exchange agent selected by the Company Parent and reasonably acceptable to Parent the Company (the “Exchange Agent”), for the benefit of the holders of shares Company Shares, (i) at the Effective Time, certificates, or at Parent’s option, evidence of Company Common non-certificated Parent Shares in book-entry form (“Book Entry Parent Shares”), constituting at least the amounts necessary for the Stock Consideration, (subject ii) at the Effective Time, cash in immediately available funds constituting at least the amounts necessary for the Cash Consideration, and (iii) as necessary from time to time after the Effective Time, if applicable, any cash and dividends or other distributions with respect to the Parent Shares to be issued or to be paid pursuant to Section 2.01(b) (Cancelation of Treasury Stock and Parent-Owned Stock) and Section 2.01(d) (Appraisal Rights4.2(c)) as of , in exchange for Company Shares outstanding immediately prior to the Effective Time, for exchange deliverable upon due surrender of the Certificates (or affidavits of loss in accordance with lieu thereof as provided in Section 4.2(g)) or Book Entry Company Shares pursuant to the provisions of this Article IIIV (such cash, through certificates for Parent Shares and evidence of Book Entry Parent Shares, together with the Exchange Agent, (i) book-entry shares representing the full number of shares of Parent Common stock and Depositary Shares included in the Merger Consideration and (ii) sufficient funds for the payment of the aggregate amount of cash included in the Merger Consideration (any dividends or other distributions payable pursuant to this Article IV with respect thereto, being hereinafter referred to as the “Exchange Fund”). The Exchange Agent shall invest the cash available in the Exchange Fund as directed by Parent; provided that such investments shall be in obligations, funds or accounts typical for (including having liquidity typical for) transactions of this nature. To the 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 of the aggregate cash portion of the Cash Consideration as contemplated hereby, Parent shall additionally deposit promptly replace or restore the cash in the Exchange Fund lost through such investments or other events so as to ensure that the Exchange Fund is at all times maintained at a level sufficient to make such cash payments. Any interest and other income resulting from such investment shall become a part of the Exchange Fund, after the Effective Time on the appropriate payment date, if applicable, and provide or cause to be provided any dividends or other distributions payable on the shares of Parent Common Stock and Depositary Shares included amounts in the Exchange Fund in accordance with Section 2.02(i). In the event the cash portion excess of the Exchange Fund amounts payable under Section 4.1(a) shall be insufficient promptly returned to make the payment of the aggregate Merger Consideration pursuant to Section 2.01(c), Parent shall promptly deposit, or cause to be deposited, additional funds with the Exchange Agent in an amount sufficient to make such paymentsParent. Funds made available to the The Exchange Agent shall be invested by also act as the Exchange Agent, as directed by the Surviving Corporation, in direct short-term obligations of, or direct short-term obligations fully guaranteed as to principal and interest by, the United States of America with maturities of no more than thirty (30) days, pending payment thereof by the Exchange Agent to the holders of shares of Company Common Stock pursuant to Section 2.01(c); provided, however, that no investment of such deposited funds shall relieve Parent, the Surviving Corporation or the Exchange Agent from promptly making the payment of the aggregate Merger Consideration as required by Section 2.01(c), and following any losses from any such investment, Parent shall promptly provide additional funds to the Exchange Agent, agent for the benefit Company’s stockholders for the purpose of the holders of receiving and holding their Certificates and Book Entry Company Common Stock as of immediately prior to the Effective Time, Shares and shall obtain no rights or interests in the amount of such losses, which additional funds will be held and disbursed in the same manner as funds initially deposited with the Exchange Agent for payment of the aggregate Merger Consideration to such holders of Company Common Stock. Parent shall direct the Exchange Agent to hold the Exchange Fund for the benefit of such holders of Company Common Stock and to make payments from the Exchange Fund in accordance with this Section 2.02. The Exchange Fund shall not be used for any purpose other than to fund payment of the aggregate Merger Consideration pursuant to Section 2.01(c)shares represented thereby.

Exchange Agent. At or prior to the Effective Time, Parent the Surviving Corporation shall deposit with W▇▇▇▇ Fargo Bank, N.A. or cause to be deposited with a another nationally recognized bank or trust company designated by mutually acceptable to Merger Sub and the Company and reasonably acceptable to Parent (the “Exchange Agent”), for the benefit of the holders of shares of Company Common Stock (subject to Section 2.01(b) (Cancelation of Treasury Stock and Parent-Owned Stock) and Section 2.01(d) (Appraisal Rights)) as of outstanding immediately prior to the Effective Time, for exchange payment through the Exchange Agent in accordance with this Article IISection 2.2, through the Exchange Agent, (i) book-entry shares representing the full number of shares of Parent Common stock and Depositary Shares included cash in the Merger Consideration and (ii) an amount sufficient funds for the payment of the aggregate amount of cash included in the Merger Consideration (the “Exchange Fund”). Parent shall additionally deposit in the Exchange Fund, after the Effective Time on the appropriate payment date, if applicable, and provide or cause to be provided any dividends or other distributions payable on the shares of Parent Common Stock and Depositary Shares included in the Exchange Fund in accordance with Section 2.02(i). In the event the cash portion of the Exchange Fund shall be insufficient to make the payment of the aggregate Merger Consideration pursuant to Section 2.01(c2.1(c) in exchange for all of the outstanding shares of Company Common Stock (the “Exchange Fund”). The Exchange Agent shall invest such cash as directed by the Surviving Corporation on a daily basis as directed by the Surviving Corporation; provided that such investments shall be in obligations of or guaranteed by the United States of America or obligations of an agency of the United States of America which are backed by the full faith and credit of the United States of America, in commercial paper obligations rated A-1 or P-1 or better by M▇▇▇▇’▇ Investors Services Inc. or Standard & Poor’s Corporation, or in deposit accounts, certificates of deposit or banker’s acceptances 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 $500 million (based on the most recent financial statements of the banks which are then publicly available at the SEC or otherwise). Any interest and other income resulting from such investments shall be paid to the Surviving Corporation and any risk of loss in connection with such investments shall be borne by the Surviving Corporation; provided that no such investment or losses thereon shall affect the Merger Consideration payable to former Company stockholders, and Parent shall promptly depositprovide, or shall cause the Surviving Corporation to be depositedpromptly provide, additional funds with to the Exchange Agent for the benefit of the former Company stockholders in an the amount sufficient to make of any such paymentslosses. Funds made available All expenses related to the Exchange Agent shall be invested by the Exchange Agent, as directed by responsibility of the Surviving Corporation, in direct short-term obligations of, or direct short-term obligations fully guaranteed as to principal and interest by, the United States of America with maturities of no more than thirty (30) days, pending payment thereof by the Exchange Agent to the holders of shares of Company Common Stock pursuant to Section 2.01(c); provided, however, that no investment of such deposited funds shall relieve Parent, the Surviving Corporation or the Exchange Agent from promptly making the payment of the aggregate Merger Consideration as required by Section 2.01(c), and following any losses from any such investment, Parent shall promptly provide additional funds to the Exchange Agent, for the benefit of the holders of Company Common Stock as of immediately prior to the Effective Time, in the amount of such losses, which additional funds will be held and disbursed in the same manner as funds initially deposited with the Exchange Agent for payment of the aggregate Merger Consideration to such holders of Company Common Stock. Parent shall direct the Exchange Agent to hold the Exchange Fund for the benefit of such holders of Company Common Stock and to make payments from the Exchange Fund in accordance with this Section 2.02. The Exchange Fund shall not be used for any purpose other than to fund payment of the aggregate Merger Consideration pursuant to Section 2.01(c).

Exchange Agent. At or Prior to the Closing Date, the Company and FDESI shall enter into an agreement (the "Payment Agreement") with the Exchange Agent. Immediately prior to the Effective Timefiling of the Charter Amendments, Parent Holdings shall deposit or cause FDESI to be deposited with the Exchange Agent (the "FDESI Deposit") in trust for the benefit of stockholders of the Company, cash in the amount of $33,350,000, and the Company shall deposit or cause to be deposited with a bank or the Exchange Agent (the "Company Deposit") in trust company designated by for the benefit of the stockholders of the Company and reasonably acceptable cash in an aggregate amount equal to Parent the amount determined by subtracting the FDESI Deposit from the product obtained by multiplying (i) the number of shares of Old Common Stock outstanding immediately prior to the Closing Date (the “"Outstanding Old Common Stock") by (ii) the Recapitalization Payment. The deposits made by FDESI and the Company pursuant to the preceding sentence is hereinafter referred to as the "Payment Fund." The Payment Agreement shall provide, among other things, that (a) the Exchange Agent”), Agent shall maintain the Payment Fund as a separate fund to be held for the benefit of the holders of shares of Company the Old Common Stock (subject to Section 2.01(b) (Cancelation of Treasury Stock and Parent-Owned Stock) and Section 2.01(d) (Appraisal Rights)) as of immediately prior to the Effective Time, for exchange in accordance with this Article II, through the Exchange Agent, (i) book-entry shares representing the full number of shares of Parent Common stock and Depositary Shares included in the Merger Consideration and (ii) sufficient funds for the payment of the aggregate amount of cash included in the Merger Consideration (the “Exchange Fund”). Parent shall additionally deposit in the Exchange FundCompany, after the Effective Time on the appropriate payment date, if applicable, and provide or cause to be provided any dividends or other distributions payable on the shares of Parent Common Stock and Depositary Shares included in the Exchange Fund in accordance with Section 2.02(i). In the event the cash portion of the Exchange Fund which shall be insufficient to make the payment of the aggregate Merger Consideration pursuant to Section 2.01(c), Parent shall promptly deposit, or cause to be deposited, additional funds with the Exchange Agent in an amount sufficient to make such payments. Funds made available to the Exchange Agent shall be invested by the Exchange Agent, as directed by the Surviving Corporation, in direct short-term obligations of, or direct short-term obligations fully guaranteed as to principal and interest by, the United States of America with maturities of no more than thirty (30) days, pending payment thereof applied by the Exchange Agent to making the payments provided for in Section 1.5, (b) any portion of the Payment Fund that has not been paid to holders of shares of Company the Old Common Stock pursuant to Section 2.01(c); provided, however, 1.5 prior to that no investment of such deposited funds date which is six months from the Closing Date shall relieve Parent, be paid to the Surviving Corporation or the Exchange Agent from promptly making the payment of the aggregate Merger Consideration as required by Section 2.01(c)Company, and following any losses from any such investment, Parent holders of Old Common Stock who shall promptly provide additional funds not have theretofore complied with Section 1.5 shall thereafter look only to the Exchange Agent, for the benefit of the holders of Company Common Stock as of immediately prior to the Effective Time, in the amount of such losses, which additional funds will be held and disbursed in the same manner as funds initially deposited with the Exchange Agent for payment of the aggregate Merger Consideration amount of cash and securities to such holders of Company Common Stock. Parent shall direct which they are entitled under this Agreement, (c) the Exchange Agent to hold the Exchange Fund for the benefit of such holders of Company Common Stock and to make payments from the Exchange Fund in accordance with this Section 2.02. The Exchange Payment Fund shall not be used for any purpose other than that is not provided for herein, (d) the Exchange Agent may invest, if so directed by the Company, the cash portion of the Payment Fund in obligations of the United States government or any agency or instrumentality thereof, or in obligations that are guaranteed or insured by the United States government or any agency or instrumentality thereof, (e) any net profit resulting from, or interest or income produced by, such investments shall be payable to fund the Company on demand, (f) the Exchange Agent shall make payment of the aggregate Merger Consideration Recapitalization Consideration, to any holder who validly delivers at least 100,000 shares of Old Common Stock in the Recapitalization on or after the Closing Date, by wire transfer of the Recapitalization Payment to such holder within one business day of the later of the Closing Date or the date of such delivery, and by transmittal of the Recapitalization Shares by overnight courier, insured, on the next business day after the later of the Closing Date or the date of such delivery and (g) all expenses of the Exchange Agent shall be paid directly by the Company. Promptly following the date which is six months from the Closing Date, the Exchange Agent shall return to the Company all cash, securities and any other instruments in its possession relating to the transactions described in this Agreement, and the Exchange Agent's duties shall terminate. Thereafter, each holder of a certificate formerly representing Old Common Stock may surrender such certificate to the Company and (subject to applicable abandoned property, escheat and similar laws) receive in exchange therefor the consideration payable in respect thereto pursuant to Section 2.01(c)1.3(a) hereof, without interest, but shall have no greater rights against the Company than may be accorded to general creditors of the Company under the Delaware Law.

Exchange Agent. At or prior to the Effective Time, Parent shall deposit or cause to be deposited with a bank an exchange agent selected by Parent (with the consent of the Company, not to be unreasonably withheld, conditioned or trust company designated by delayed) to serve as the Company and reasonably acceptable to Parent exchange agent (the “Exchange Agent”), for the benefit of the holders of shares of Company Common Stock (subject to Section 2.01(b) (Cancelation of Treasury Stock and Parent-Owned Stock) and Section 2.01(d) (Appraisal Rights)) as of immediately prior to the Effective Time, for exchange in accordance with this Article II, through the Exchange Agent, (i) book-entry shares representing the full an aggregate number of shares of Parent Class A Common stock Stock to be issued in non-certificated book-entry form and Depositary Shares included in the Merger Consideration and (ii) sufficient funds for the payment of the an aggregate amount of cash included cash, in each case, comprising the Merger Consideration (the “Exchange Fund”). Parent shall additionally deposit in the Exchange Fund, after the Effective Time on the appropriate payment date, if applicable, and provide or cause amounts required to be provided any dividends or other distributions payable on the shares of Parent Common Stock and Depositary Shares included delivered in the Exchange Fund in accordance with Section 2.02(i). In the event the cash portion of the Exchange Fund shall be insufficient to make the payment of the aggregate Merger Consideration pursuant to Section 2.01(c), Parent shall promptly deposit, or cause to be deposited, additional funds with the Exchange Agent in an amount sufficient to make such payments. Funds made available to the Exchange Agent shall be invested by the Exchange Agent, as directed by the Surviving Corporation, in direct short-term obligations of, or direct short-term obligations fully guaranteed as to principal and interest by, the United States of America with maturities of no more than thirty (30) days, pending payment thereof by the Exchange Agent to the holders respect of shares of Company Common Stock pursuant to Section 2.01(c2.1 and 2.7. The relative amounts of Stock Merger Consideration and Cash Merger Consideration initially deposited will be determined based on information contained in investor questionnaires delivered pursuant to Section 2.9 at least five (5) Business Days prior to the Effective Time or as otherwise determined by Parent in accordance with the last sentence of Section 2.1(a); provided. If, however, that no investment of subsequent to such deposited funds shall relieve Parentdeposit, the Surviving Corporation relative amounts of Stock Merger Consideration and Cash Merger Consideration are adjusted due to receipt of additional investor questionnaires or otherwise, the amounts on deposit with the Exchange Agent from promptly making the payment of the aggregate Merger Consideration as required by Section 2.01(c), and following any losses from any such investmentshall be adjusted accordingly. In addition, Parent shall promptly provide additional funds deposit or cause to be deposited with the Exchange Agent, for as necessary from time to time after the benefit of Effective Time, any dividends or other distributions, if any, to which the holders of shares of Company Common Stock as of immediately may be entitled pursuant to Section 2.10 with both a record and payment date after the Effective Time and prior to the Effective Timesurrender of such shares of Company Common Stock. Such shares of Parent Class A Common Stock, in cash and the amount of such losses, which additional funds will be held and disbursed in the same manner as funds initially any dividends or other distributions deposited with the Exchange Agent for payment of the aggregate Merger Consideration pursuant to such holders of Company Common Stock. Parent shall direct the Exchange Agent to hold the Exchange Fund for the benefit of such holders of Company Common Stock and to make payments from the Exchange Fund in accordance with this Section 2.022.8 are referred to as the “Exchange Fund”. The Exchange Fund shall not be used for any purpose other than a purpose expressly provided for in this Agreement. The cash portion of the Exchange Fund may be deposited by the Exchange Agent as reasonably directed by Parent. To the extent that there are losses with respect to fund such deposits, a default of an applicable bank or for any other reason any amount in the Exchange Fund is below that required to make prompt payment of the aggregate Merger Consideration pursuant and the other payments contemplated by this Article II, Parent shall promptly replace, restore or supplement the shares of Parent Class A Common Stock or cash, as applicable, in the Exchange Fund so as to ensure that the Exchange Fund is at all times maintained at a level sufficient for the Exchange Agent to make the payment of the aggregate Merger Consideration and the other payments contemplated by this Article II. Any interest and other income resulting from such deposit may become part of the Exchange Fund, and any amounts in excess of the amounts payable under Section 2.01(c)2.1 may, at the discretion of Parent, be promptly returned to Parent or the Surviving Corporation.

Exchange Agent. At or prior Prior to the Effective Time, Parent shall deposit enter into an agreement with Computershare Trust Company N.A., the Company's transfer agent on the date of this Agreement, or cause to be deposited with a another bank or trust company designated selected by Parent and approved in advance by the Company and reasonably acceptable (such approval not to Parent be unreasonably withheld) (the “"Exchange Agent”"), which shall provide for the payment of Merger Consideration in accordance with the terms of this Article 2. Parent shall, or shall take all steps necessary to enable and cause Merger Sub to, deposit with the Exchange Agent at or prior to the Effective Time, for the benefit of the holders of shares of Company Common Stock (subject to Section 2.01(b) (Cancelation of Treasury Stock and Parent-Owned Stock) and Section 2.01(d) (Appraisal Rights)) as of Shares outstanding immediately prior to the Effective Time, for exchange payment by the Exchange Agent in accordance with this Article II2, through the Exchange Agent, (i) book-entry shares representing the full number of shares of Parent Common stock and Depositary Shares included cash in the Merger Consideration and (ii) sufficient funds U.S. dollars necessary to pay for the payment of Shares converted into the aggregate amount of cash included in the right to receive Merger Consideration (the “"Exchange Fund”"). Parent shall additionally deposit in the Exchange Fund, after the Effective Time on the appropriate payment date, if applicable, and provide or cause to be provided any dividends or other distributions payable on the shares of Parent Common Stock and Depositary Shares included in the Exchange Fund in accordance with Section 2.02(i). In the event the cash portion of the Exchange Fund shall be insufficient to make the payment of the aggregate Merger Consideration pursuant to Section 2.01(c), Parent shall promptly deposit, or cause to be deposited, additional funds with the Exchange Agent in an amount sufficient to make such payments. Funds made available to the Exchange Agent shall be invested by the Exchange Agent, as directed by the Surviving Corporation, in direct short-term obligations of, or direct short-term obligations fully guaranteed as to principal and interest by, the United States of America with maturities of no more than thirty (30) days, pending payment thereof by the Exchange Agent to the holders of shares of Company Common Stock pursuant to Section 2.01(c); provided, however, that no investment of such deposited funds shall relieve Parent, the Surviving Corporation or the Exchange Agent from promptly making the payment of the aggregate Merger Consideration as required by Section 2.01(c), and following any losses from any such investment, Parent shall promptly provide additional funds to the Exchange Agent, for the benefit of the holders of Company Common Stock as of immediately prior to the Effective Time, in the amount of such losses, which additional funds will be held and disbursed in the same manner as funds initially deposited with the Exchange Agent for payment of the aggregate Merger Consideration to such holders of Company Common Stock. Parent shall direct the Exchange Agent to hold the Exchange Fund for the benefit of such holders of Company Common Stock and to make payments from the Exchange Fund in accordance with this Section 2.02. The Exchange Fund shall not be used for any purpose other than purpose. The Exchange Fund shall, pending its disbursement to fund payment such holders, be invested by the Exchange Agent as directed by Parent; provided, however, that such investments shall be in obligations of or guaranteed by the aggregate Merger Consideration pursuant United States of America, in commercial paper obligations rated A-1 or P-1 or better by ▇▇▇▇▇'▇ Investor Service, Inc. or Standard & Poor's Corporation, respectively, or in certificates of deposit, bank repurchase agreements or banker's acceptances of commercial banks with capital exceeding $10 billion (based on the most recent financial statements of such bank which are then publicly available); provided further, however, that no gain or loss thereon shall affect the amounts payable to holders of Shares following the Effective Time and Parent shall take all actions necessary to ensure that the Exchange Fund includes at all times cash in U.S. dollars sufficient to satisfy Parent's obligation under this Article 2. Any interest or income produced (net of any loss) by such amounts on deposit with the Exchange Agent will be payable to Parent or as Parent otherwise directs. In the event of any losses to the Exchange Fund from any investment such that the Exchange Fund is diminished below the level required for the Exchange Agent to make prompt cash payments as required under Section 2.01(c2.7(b), Parent shall, or shall cause the Surviving Corporation to, as promptly as practicable deposit additional cash into the Exchange Fund to the extent necessary to reimburse the Exchange Fund for any such investment losses.

Exchange Agent. At or prior Prior to the Effective Time, Parent shall deposit or cause to be deposited with designate a bank or bank, trust company designated by the Company and or other Third Party entity reasonably acceptable to Parent the Company to act as agent (the “Exchange Agent”), ) for the benefit of (i) the holders of shares of Company Common Stock (subject to Section 2.01(b) (Cancelation of Treasury Stock and Parent-Owned Stock) and Section 2.01(d) (Appraisal Rights)) as of immediately prior to the Effective Time, for exchange in accordance with this Article II, through the Exchange Agent, (i) book-entry shares representing the full number of shares of Parent Common stock and Depositary Shares included in receive the Merger Consideration and (ii) sufficient funds for the payment of the aggregate amount of cash included in the Merger Consideration (the “Exchange Fund”). Parent to which such holders shall additionally deposit in the Exchange Fund, after the Effective Time on the appropriate payment date, if applicable, and provide or cause become entitled with respect to be provided any dividends or other distributions payable on the shares of Parent Common Stock and Depositary Shares included in the Exchange Fund in accordance with Section 2.02(i). In the event the cash portion of the Exchange Fund shall be insufficient to make the payment of the aggregate Merger Consideration pursuant to Section 2.01(c), Parent shall promptly deposit, or cause to be deposited, additional funds with the Exchange Agent in an amount sufficient to make such payments. Funds made available to the Exchange Agent shall be invested by the Exchange Agent, as directed by the Surviving Corporation, in direct short-term obligations of, or direct short-term obligations fully guaranteed as to principal and interest by, the United States of America with maturities of no more than thirty (30) days, pending payment thereof by the Exchange Agent to the holders of holder’s shares of Company Common Stock pursuant to Section 2.01(c3.1(b) and (ii) the holders of shares of Company Preferred Stock to receive the shares of Parent Preferred Stock, as applicable, to which such holders shall become entitled with respect to such holder’s shares of Company Preferred Stock pursuant to Section 3.1(c); provided, however, that no investment if all shares of such deposited funds Company Preferred Stock are redeemed prior to the Effective Time in accordance with the terms thereof, this Section 3.2 shall relieve Parentbe inapplicable to the Company Preferred Stock. Prior to the Effective Time, Parent shall cause Merger Sub to deposit with the Surviving Corporation or Exchange Agent: (x) that number of Parent Common Stock certificates in any denominations as the Exchange Agent from promptly making shall specify, (y) that number of Parent Preferred Stock certificates in any denominations as the payment Exchange Agent shall specify and (z) the cash in respect of the aggregate Merger Consideration fractional shares, if any, in each case as required by Section 2.01(c), are issuable or payable pursuant to this Article III in respect of shares of Company Common Stock and following any losses from any such investment, Parent shall promptly provide additional funds Company Preferred Stock for which Certificates or Book Entry Shares have been properly delivered to the Exchange Agent. The deposit made by Merger Sub or the Surviving Company, as the case may be, pursuant to this Section 3.2(a) is hereinafter referred to as the “Exchange Fund.” The Exchange Agent shall cause the Exchange Fund to be held for the benefit of the holders of Company Common Stock as of immediately prior and Company Preferred Stock to be applied promptly to making the Effective Time, payments provided for in the amount of such losses, which additional funds will be held and disbursed Section 3.2(b); provided that any interest earned on any cash in the same manner as funds initially deposited with the Exchange Agent for payment of the aggregate Merger Consideration to such holders of Company Common Stock. Parent shall direct the Exchange Agent to hold the Exchange Fund shall be for the benefit of such holders of Company Common Stock and to make payments from the Exchange Fund in accordance with this Section 2.02Merger Sub. The Exchange Fund shall not be used for any purpose other than to fund payment of the aggregate Merger Consideration pursuant to Section 2.01(c)that is not expressly provided for in this Agreement.

Exchange Agent. At or Prior to the First Effective Time, Parent shall enter into an agreement (in form and substance reasonably satisfactory to the Company) with the Exchange Agent to act as exchange agent for the payment of the Merger Consideration upon surrender of the Certificates pursuant to this Article III, in the case of certificated Shares, and automatically, in the case of Book-Entry Shares. Immediately prior to the First Effective Time, Parent shall deposit or cause to be deposited with a bank or trust company designated by the Company and reasonably acceptable to Parent (the “Exchange Agent”), for the benefit of the holders of shares of Company Common Stock (subject to Section 2.01(b) (Cancelation of Treasury Stock and Parent-Owned Stock) and Section 2.01(d) (Appraisal Rights)) as of immediately prior to the Effective Time, for exchange in accordance with this Article II, through the Exchange Agent, Agent (ia) cash in the aggregate amount required to pay the aggregate Cash Consideration and (b) book-entry shares representing the full aggregate number of shares of Parent Common stock and Depositary Shares included Stock required to pay the Stock Consideration, in the Merger Consideration and (ii) sufficient funds for the payment each case, in respect of the aggregate Shares (such cash amount of cash included in the Merger Consideration (and shares being referred to herein as the “Exchange Fund”). Parent The Exchange Fund shall additionally deposit be used solely for purposes of paying the Merger Consideration in accordance with this Article III and shall not be used to satisfy any other obligation of the Exchange Fund, after the Effective Time on the appropriate payment date, if applicable, and provide Company or cause to be provided any dividends or other distributions payable on the shares of Parent Common Stock and Depositary Shares included in its Subsidiaries. Pending distribution of the Exchange Fund in accordance with Section 2.02(i). In the event the cash portion of the Exchange Fund shall be insufficient to make the payment of the aggregate Merger Consideration pursuant to Section 2.01(c)this Article III, Parent shall promptly deposit, or cause to be deposited, additional funds with the Exchange Agent in an amount sufficient to make such payments. Funds made available to the Exchange Agent shall be invested by the Exchange Agent, as directed by the Surviving Corporation, in may direct short-term obligations of, or direct short-term obligations fully guaranteed as to principal and interest by, the United States of America with maturities of no more than thirty (30) days, pending payment thereof by the Exchange Agent to invest the holders of shares of Company Common Stock pursuant to Section 2.01(c)cash in the Exchange Fund; provided, however, that (i) no such investment of such deposited funds or losses thereon shall relieve Parent, affect the Surviving Corporation or the Exchange Agent from promptly making the payment of the aggregate Merger Consideration as required by Section 2.01(c), payable to the Company Shareholders and following any losses from any such investment, Parent shall promptly provide additional funds to the Exchange Agent, Agent for the benefit of the holders of Company Common Stock as of immediately prior to the Effective Time, Shareholders in the amount of any such losseslosses and (ii) such investments (A) shall be obligations of or guaranteed by the United States of America, which additional commercial paper obligations receiving the highest rating from either M▇▇▇▇’▇ Investors Services, Inc. or Standard & Poor’s Corporation, or certificates of deposit, bank repurchase agreements or bankers acceptances of domestic commercial banks with capital exceeding $5,000,000,000 (collectively “Permitted Investments”) or money market funds that are invested solely in Permitted Investments and (B) shall have maturities that will not prevent or delay payments to be held and disbursed in the same manner as funds initially deposited with the Exchange Agent for payment made pursuant to this Article III. Any income from investment of the aggregate Merger Consideration to such holders of Company Common Stock. Parent shall direct the Exchange Agent to hold the Exchange Fund will be payable solely to Parent. The Surviving Company shall pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of Shares for the benefit of such holders of Company Common Stock and to make payments from the Exchange Fund in accordance with this Section 2.02. The Exchange Fund shall not be used for any purpose other than to fund payment of the aggregate Merger Consideration pursuant to Section 2.01(c)Consideration.

Exchange Agent. At or prior before the Effective Time, Parent shall appoint a bank or trust company or stock transfer agent reasonably satisfactory to Clearday to act as exchange agent (the “Exchange Agent”) for the payment and delivery of the Merger Consideration for Clearday Certificates and any amounts payable pursuant to Section 2.9. On or promptly after the Effective Time, Parent shall deposit or cause to be deposited deposited, certificates representing the shares of Parent Common Stock and the Parent New Preferred Stock sufficient to pay the Merger Consideration (or make appropriate alternative arrangements if uncertificated shares of Parent Common Stock represented by book-entry shares will be issued) and any cash amounts payable in lieu of fractional shares pursuant to Section 2.9 with a bank or trust company designated by the Company and reasonably acceptable to Parent (the “Exchange Agent”), Agent for the benefit of the holders of shares of Company Clearday Common Stock (subject to Section 2.01(b) (Cancelation of Treasury Stock Shares and Parent-Owned Stock) Clearday Preferred Shares. Such cash and Section 2.01(d) (Appraisal Rights)) as of immediately prior to the Effective Time, for exchange in accordance with this Article II, through the Exchange Agent, (i) book-entry shares representing the full number of shares of Parent Common stock and Depositary Shares included in the Merger Consideration and (ii) sufficient funds for the payment of the aggregate amount of cash included in the Merger Consideration (the “Exchange Fund”). Parent shall additionally deposit in the Exchange Fund, after the Effective Time on the appropriate payment date, if applicable, and provide or cause to be provided any dividends or other distributions payable on the shares of Parent Common Stock and Depositary Shares included Parent New Preferred Stock, together with any dividends or other distributions deposited with the Exchange Agent pursuant to Section 2.2(d), are referred to collectively in this Agreement as the “Exchange Fund.” The Exchange Agent shall make payments of the Merger Consideration, and any amounts payable in respect of dividends or distributions on shares of Parent Common Stock in accordance with Section 2.2(d) or otherwise payable pursuant to Section 2.9 out of the Exchange Fund in accordance with Section 2.02(i)this Agreement. In The Exchange Fund shall not be used for any other purpose. Until disbursed in accordance with the event terms and conditions of this Agreement, the cash portion of in the Exchange Fund shall be insufficient to make the payment of the aggregate Merger Consideration pursuant to Section 2.01(c), Parent shall promptly deposit, or cause to be deposited, additional funds with the Exchange Agent in an amount sufficient to make such payments. Funds made available to the Exchange Agent shall will be invested by the Exchange Agent, as directed by the Surviving Corporation, in direct short-term obligations of, or direct short-term obligations fully guaranteed as Parent. No losses with respect to principal and interest by, the United States any investments of America with maturities of no more than thirty (30) days, pending payment thereof by the Exchange Agent Fund will affect the amounts payable to the holders of shares of Company Common Stock pursuant to Section 2.01(c); provided, however, that no Clearday Certificates Shares. Any income from investment of such deposited funds shall relieve Parent, the Surviving Corporation or the Exchange Agent from promptly making the payment of the aggregate Merger Consideration as required by Section 2.01(c), and following any losses from any such investment, Parent shall promptly provide additional funds to the Exchange Agent, for the benefit of the holders of Company Common Stock as of immediately prior to the Effective Time, in the amount of such losses, which additional funds will be held and disbursed in the same manner as funds initially deposited with the Exchange Agent for payment of the aggregate Merger Consideration to such holders of Company Common Stock. Parent shall direct the Exchange Agent to hold the Exchange Fund for the benefit of such holders of Company Common Stock and will be payable to make payments from the Exchange Fund in accordance with this Section 2.02. The Exchange Fund shall not be used for any purpose other than to fund payment of the aggregate Merger Consideration pursuant to Section 2.01(c)Parent, as Parent directs.

Exchange Agent. Prior to the Effective Time, Parent shall designate The Bank of New York, which currently acts as the depository for the ADSs, or another U.S. bank or trust company reasonably acceptable to the Company (in such capacity, the “Depository”), to act as agent (the “Exchange Agent”) for the holders of shares of Company Common Stock to receive the Merger Consideration to which such holders shall become entitled with respect to such holder’s shares of Company Common Stock pursuant to Sections 3.1(c) and 3.1(d). At or prior to the Effective Time, Parent or Merger Sub shall deposit or cause the Depository to be deposited deposit with a bank or trust company designated by the Company and reasonably acceptable to Parent (the “Exchange Agent”), for the benefit of the holders of shares of Company Common Stock (subject to Section 2.01(b) (Cancelation of Treasury Stock and Parent-Owned Stock) and Section 2.01(d) (Appraisal Rights)) as of immediately prior to the Effective Time, for exchange in accordance with this Article II, through the Exchange Agent, (i) book-entry shares representing the full that number of shares of Parent Common stock ADRs and Depositary Shares included in the Merger Consideration Parent Ordinary Shares, as applicable, and (ii) sufficient funds for the payment of the aggregate amount of cash included cash, in the Merger Consideration (the “Exchange Fund”). Parent shall additionally deposit in the Exchange Fundeach case as are issuable or payable, after the Effective Time on the appropriate payment daterespectively, if applicable, and provide or cause to be provided any dividends or other distributions payable on the shares of Parent Common Stock and Depositary Shares included in the Exchange Fund in accordance with Section 2.02(i). In the event the cash portion of the Exchange Fund shall be insufficient to make the payment of the aggregate Merger Consideration pursuant to Section 2.01(c), Parent shall promptly deposit, or cause to be deposited, additional funds with the Exchange Agent this Article III in an amount sufficient to make such payments. Funds made available to the Exchange Agent shall be invested by the Exchange Agent, as directed by the Surviving Corporation, in direct short-term obligations of, or direct short-term obligations fully guaranteed as to principal and interest by, the United States of America with maturities of no more than thirty (30) days, pending payment thereof by the Exchange Agent to the holders respect of shares of Company Common Stock pursuant to Section 2.01(c); provided, however, that no investment for which Certificates or evidence of such deposited funds shall relieve Parent, the Surviving Corporation or the Exchange Agent from promptly making the payment of the aggregate Merger Consideration as required by Section 2.01(c), and following any losses from any such investment, Parent shall promptly provide additional funds Book-Entry Shares have been properly delivered to the Exchange Agent. The deposit made by Parent or Merger Sub, as the case may be, pursuant to this Section 3.2(a) is hereinafter referred to as the “Exchange Fund.” The Exchange Agent shall cause the Exchange Fund to be (i) held for the benefit of the holders of Company Common Stock as of immediately prior and (ii) applied promptly to making the Effective Time, payments provided for in the amount of such losses, which additional funds will be held Sections 3.1(c) and disbursed in the same manner as funds initially deposited with the Exchange Agent for payment of the aggregate Merger Consideration to such holders of Company Common Stock. Parent shall direct the Exchange Agent to hold the Exchange Fund for the benefit of such holders of Company Common Stock and to make payments from the Exchange Fund in accordance with this Section 2.023.1(d). The Exchange Fund shall not be used for any purpose other than that is not expressly provided for in this Agreement; provided that Parent may direct the Exchange Agent to fund payment invest the Exchange Fund in obligations of or guaranteed by the United States of America and backed by the full faith and credit of the aggregate Merger Consideration pursuant United States of America or in commercial paper obligations rated A-1 or P-1 or better by ▇▇▇▇▇’▇ Investors Services, Inc. or Standard & Poor’s Corporation, respectively; provided further, that no such investment or losses shall affect the cash consideration payable to holders of Company Common Stock entitled to receive such consideration or cash in lieu of fractional Parent ADSs as provided in Section 2.01(c)3.2(f) and Parent shall promptly provide additional funds to the Exchange Agent for the benefit of such holders entitled to receive such consideration in the amount of any loss. Any interest or other income resulting from such investments shall be (A) the property of Parent and (B) promptly paid to Parent. Parent shall, prior to the Effective Time, allot Parent Ordinary Shares referred to in Sections 3.1(c) on the terms and subject to the conditions set forth in this Agreement.

Exchange Agent. At or prior Prior to the Effective Time, Parent shall deposit or cause to be deposited with designate a bank or trust company designated by the Company and reasonably acceptable to Parent (the “Exchange Agent”), Company to act as agent for the benefit of the holders of shares of Company Common Stock in connection with the Merger (subject the “Exchange Agent”) and to receive the consideration to which holders of shares of Company Common Stock shall become entitled pursuant to Section 2.01(b) (Cancelation of Treasury Stock and Parent-Owned Stock) and Section 2.01(d) (Appraisal Rights2.1(c)) as of immediately . Parent shall, at or prior to the Effective TimeClosing, for exchange in accordance deposit, or cause any direct or indirect wholly owned subsidiary of Parent to deposit, with this Article II, through the Exchange Agent, (i) book-entry shares representing in trust for the full number benefit of holders of Company Common Stock, the cash necessary to pay the aggregate Per Share Merger Consideration for the shares of Parent Company Common stock and Depositary Shares included in Stock converted into the Merger Consideration and (ii) sufficient funds for right to receive the payment of the aggregate amount of cash included in the Per Share Merger Consideration (such cash, together with any distributions or dividends with respect thereto, being hereinafter referred to as the “Exchange Fund”). Parent shall additionally deposit in the Exchange Fund, after the Effective Time on the appropriate payment date, if applicable, and provide or cause to be provided If for any dividends or other distributions payable on the shares of Parent Common Stock and Depositary Shares included in reason the Exchange Fund in accordance with Section 2.02(i). In is inadequate to pay the event the cash portion amounts to which holders of the Exchange Fund shares of Company Common Stock shall be insufficient to make the payment of the aggregate Merger Consideration pursuant to entitled under Section 2.01(c2.1(c), Parent shall promptly deposit, or cause a direct or indirect wholly owned subsidiary of Parent to be depositeddeposit promptly, additional funds cash with the Exchange Agent in an amount sufficient to make such paymentsall payments of the aggregate Per Share Merger Consideration, and Parent and the Surviving Corporation shall in any event be liable for payment thereof. Funds made available to the The Exchange Agent shall be invested by invest the cash in the Exchange Agent, Fund as directed by the Surviving CorporationParent and any interest resulting from such investments shall be paid to Parent; provided, that (x) such investments shall be in direct short-term obligations of, or direct 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, pending payment thereof or guaranteed by the Exchange Agent United States and backed by the full faith and credit of the United States, in commercial paper obligations rated A-1 or P-1 or better by M▇▇▇▇’▇ Investors Service, Inc. (“Moody’s”) or Standard & Poor’s Financial Services LLC (“S&P”), respectively, in certificates of deposit, bank purchase agreements or banker’s acceptances of commercial banks with capital exceeding $15 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 and (y) no such investment shall have maturities that could prevent or delay payments to the holders of shares of Company Common Stock be made pursuant to Section 2.01(c); provided, however, that no investment of such deposited funds shall relieve Parent, the Surviving Corporation or the Exchange Agent from promptly making the payment of the aggregate Merger Consideration as required by Section 2.01(c), and following any losses from any such investment, Parent shall promptly provide additional funds to the Exchange Agent, for the benefit of the holders of Company Common Stock as of immediately prior to the Effective Time, in the amount of such losses, which additional funds will be held and disbursed in the same manner as funds initially deposited with the Exchange Agent for payment of the aggregate Merger Consideration to such holders of Company Common Stock. Parent shall direct the Exchange Agent to hold the Exchange Fund for the benefit of such holders of Company Common Stock and to make payments from the Exchange Fund in accordance with this Section 2.02. The Exchange Fund shall not be used for any purpose other than to fund payment of the aggregate Merger Consideration pursuant to Section 2.01(c)Agreement.

Exchange Agent. At or prior to before the Effective Time, Parent NCIC Merger Sub and Partnership NCIC Merger Sub shall deposit or cause to be deposited with appoint a bank or trust company designated by the Company and reasonably acceptable satisfactory to Parent NCIC to act as exchange agent (the “"Exchange Agent”") for the payment of the Merger Consideration and the Partnership Merger Consideration (collectively, such funds, the "Exchange Fund"). On or before the Effective Time, (i) NCIC and NSP shall deposit by wire transfer of immediately available funds in an amount equal to the net proceeds received from the sale of the Non-Continuing MHGC Shares (excluding the net proceeds from the sale of 700,000 of such shares) and NSP shall deposit by wire transfer of immediately available funds in an amount no less than $29 million (the "NCIC and NSP Contribution") and (ii) the Purchaser Parties shall deposit by wire transfer of immediately available funds in an amount equal to the difference between (i) the sum of the Merger Consideration and the Partnership Merger Consideration less (ii) the NCIC and NSP Contribution, in each case with the Exchange Agent for the benefit of the holders of shares of Company NCIC Common Stock (subject to Section 2.01(b) (Cancelation of Treasury Stock and Parent-Owned Stock) and Section 2.01(d) (Appraisal Rights)) as of immediately prior to Shares, other than the Effective Time, for exchange in accordance with this Article II, through the Exchange Agent, (i) book-entry shares representing the full number of shares of Parent Common stock and Depositary Shares included in the Merger Consideration and (ii) sufficient funds for the payment of the aggregate amount of cash included in the Merger Consideration (the “Exchange Fund”). Parent shall additionally deposit in the Exchange Fund, after the Effective Time on the appropriate payment date, if applicableExcluded NCIC Shares, and provide or cause to be provided LP Units, other than the Excluded Units, respectively. The Exchange Agent shall invest any dividends or other distributions payable on the shares of Parent Common Stock and Depositary Shares cash included in the Exchange Fund in accordance with Section 2.02(i). In representing the event the cash portion of the Exchange Fund shall be insufficient to make the payment of the aggregate Merger Consideration pursuant to Section 2.01(c), Parent shall promptly deposit, or cause to be deposited, additional funds with the Exchange Agent in an amount sufficient to make such payments. Funds made available to the Exchange Agent shall be invested by the Exchange Agent, as directed by the Surviving CorporationCompany, and any amounts in the Exchange Fund representing the Partnership Merger Consideration as directed by the Surviving Partnership (so long as such directions do not impair the rights of the holders of NCIC Common Shares or LP Units, as the case may be, or the ability of the Exchange Agent to make timely payments as required hereby), in direct short-term obligations of, or direct short-term obligations fully guaranteed as to principal and interest by, of the United States of America with maturities or any state thereof, obligations for which the full faith and credit of no more than thirty (30) days, pending payment thereof by the Exchange Agent United States of America or any such state is pledged to the holders of shares of Company Common Stock pursuant to Section 2.01(c); provided, however, that no investment of such deposited funds shall relieve Parent, the Surviving Corporation or the Exchange Agent from promptly making provide for the payment of principal and interest, commercial paper either rated of the aggregate highest quality by ▇▇▇▇▇'▇ Investors Service, Inc. or Standard & Poor's Corporation or certificates of deposit issued by, or other deposit accounts of, a commercial bank having at least $1,000,000,000 in capital and surplus, in each case with a maturity of three months or less; provided that no such investment or losses thereon shall affect the Merger Consideration, the Partnership Merger Consideration as required by Section 2.01(c)or other amounts payable pursuant to this Article II, and following any losses from any such investment, Parent that the Purchaser Parties shall promptly provide provide, or shall cause the Surviving Company to provide, additional funds to the Exchange Agent, for the benefit of the holders of Company Common Stock as of immediately prior to the Effective Time, Agent in the amount of such lossesany shortfall in funds payable pursuant to this Article II. Any net earnings with respect thereto shall be paid to the Surviving Company or to the Surviving Partnership as and when requested by the Surviving Company or the Surviving Partnership, which additional funds will be held and disbursed in as the same manner as funds initially deposited with the case may be. The Exchange Agent for payment shall make payments of the aggregate Merger Consideration to such holders and the Partnership Merger Considera- tion out of Company Common Stock. Parent shall direct the Exchange Agent to hold the Exchange Fund for the benefit of such holders of Company Common Stock and to make payments from the Exchange Fund in accordance with this Section 2.02Agreement. The Exchange Fund shall not be used for any purpose other than to fund payment of the aggregate Merger Consideration pursuant to Section 2.01(c)purpose.

Exchange Agent. At or prior to Within two business days following the Effective Time, Parent shall deposit or cause (i) allot to be deposited with a bank or trust company designated by the Company and reasonably acceptable to Parent (the “Exchange Agent”), as nominee for the benefit of the holders of shares Company Common Stock converted into the right to receive the Merger Consideration, the aggregate number of duly authorized Parent Ordinary Shares to be issued pursuant to Section 2.5(d) and (ii) deposit with the Exchange Agent an amount of cash sufficient to permit the Exchange Agent to make the necessary payments of cash in lieu of fractional Parent ADSs and Parent Ordinary Shares in accordance with Section 2.7(e) (such cash and Parent Ordinary Shares, together with any dividends or distributions with respect thereto being hereinafter referred to as the "Exchange Fund"), to be held for the benefit of and distributed to the holders of Company Common Stock (subject to Section 2.01(b) (Cancelation of Treasury Stock and Parent-Owned Stock) and Section 2.01(d) (Appraisal Rights)) as of immediately prior to the Effective Time, for exchange in accordance with this Article II, through the Exchange Agent, (i) book-entry shares representing the full number of shares of Parent Common stock and Depositary Shares included in the Merger Consideration and (ii) sufficient funds for the payment of the aggregate amount of cash included in the Merger Consideration (the “Exchange Fund”)Section. Parent shall additionally deposit in the Exchange Fund, after the Effective Time on the appropriate payment date, if applicable, and provide or cause to be provided any dividends or other distributions payable on the shares of Parent Common Stock and Depositary Shares included in the Exchange Fund in accordance with Section 2.02(i). In the event the cash portion of the Exchange Fund shall be insufficient to make the payment of the aggregate Merger Consideration pursuant to Section 2.01(c), Parent shall promptly deposit, or cause to be deposited, additional funds with the Exchange Agent in an amount sufficient to make such payments. Funds made available to the The Exchange Agent shall agree to hold such Parent Ordinary Shares and funds for delivery as contemplated by this Section, and upon such additional terms as may be invested agreed upon by the Exchange Agent, as directed by the Surviving Corporation, in direct short-term obligations of, or direct short-term obligations fully guaranteed as to principal and interest by, the United States of America with maturities of no more than thirty (30) days, pending payment thereof by the Exchange Agent to the holders of shares of Company Common Stock pursuant to Section 2.01(c); provided, however, that no investment of such deposited funds shall relieve Parent, the Surviving Corporation or the Exchange Agent from promptly making the payment of the aggregate Merger Consideration as required by Section 2.01(c), and following any losses from any such investment, Parent shall promptly provide additional funds cause the Depositary to issue through and upon the instructions of the Exchange Agent, for the benefit of the holders of shares of the Company Common Stock as converted into the ADS Consideration in accordance with Section 2.5(c), Parent ADRs representing the number of immediately prior Parent ADSs issuable pursuant to Section 2.5(c). Neither the Effective TimeCompany, in its affiliates nor the amount of such losses, which additional funds will be held and disbursed in the same manner as funds initially deposited with the Exchange Agent for payment of the aggregate Merger Consideration to such holders of Company Common Stock. Parent shall direct the Exchange Agent to hold the Exchange Fund for the benefit of such holders of Company Common Stock and to make payments from shall be responsible for any stamp duty reserve tax payable in connection with the ADS Consideration. The Exchange Agent shall invest any cash included in the Exchange Fund as directed by the Surviving Corporation on a daily basis. Parent and the Surviving Corporation shall replace any monies lost through an investment made pursuant to this Section 2.7. Any interest and other income resulting from such investments shall promptly be paid to the Surviving Corporation. All Parent Ordinary Shares and Parent ADSs to be issued and delivered to the holders of Company Common Stock in accordance with this Section 2.02. The Exchange Fund shall not be used for any purpose other than to fund payment Agreement shall, as of the aggregate Merger Consideration Effective Time, have been registered under the Securities Act pursuant to Section 2.01(c)a registration statement on Form F-4 declared effective by the SEC."

Exchange Agent. At or prior to the Effective Time, Parent The Purchaser shall deposit with the Purchaser’s transfer agent (Wachovia Bank, National Association) or cause to be deposited with a bank or trust company designated by the Company Purchaser and reasonably acceptable to Parent the Company and WFS (the “Exchange Agent”), for the benefit of the holders of the outstanding shares of Company Common Stock (subject to Section 2.01(b) (Cancelation of Treasury Stock and Parent-Owned Stock) and Section 2.01(d) (Appraisal Rights)) as of immediately prior to the Effective Time, for exchange in accordance with this the provisions of Article II, II through the Exchange Agent, (i) book-entry shares representing certificates or, at the full number Purchaser’s option, evidence of shares of Parent Common stock and Depositary in book entry form, representing Purchaser Shares included in the Merger Consideration and (iiissuable pursuant to Section 2.5(e)(i) sufficient funds for the payment as of the aggregate amount Parent Effective Time, as well as cash, from time to time as required to make payments in lieu of any fractional shares pursuant to Section 2.6(e)(i) (such cash included in the Merger Consideration (and certificates or book entry evidence for Purchaser Shares, together with any dividends or distributions with respect thereto, being hereinafter referred to as the “Parent Exchange Fund”). Parent shall additionally deposit in the Exchange Fund, after the Effective Time on the appropriate payment date, if applicable, and provide or cause to be provided any dividends or other distributions payable on the shares of Parent Common Stock and Depositary Shares included in the Exchange Fund in accordance with Section 2.02(i). In the event the cash portion of the Exchange Fund shall be insufficient to make the payment of the aggregate Merger Consideration pursuant to Section 2.01(c), Parent shall promptly deposit, or cause to be deposited, additional funds with the Exchange Agent in an amount sufficient to make such payments. Funds made available to the Exchange Agent shall be invested by the Exchange Agent, as directed by the Surviving Corporation, in direct short-term obligations of, or direct short-term obligations fully guaranteed as to principal and interest by, the United States of America with maturities of no more than thirty (30) days, pending payment thereof by the Exchange Agent to the holders of shares of Company Common Stock pursuant to Section 2.01(c); provided, however, that no investment of such deposited funds shall relieve Parent, the The Subsidiary Surviving Corporation or the Exchange Agent from promptly making the payment of the aggregate Merger Consideration as required by Section 2.01(c), and following any losses from any such investment, Parent shall promptly provide additional funds to deposit with the Exchange Agent, for the benefit of the holders of Company the outstanding shares of WFS Common Stock Stock, for exchange in accordance with the provisions of Article II through the Exchange Agent, certificates or, at the Subsidiary Surviving Corporation’s option, evidence of shares in book entry form, representing Purchaser Shares distributable pursuant to Section 2.5(e)(ii) as of immediately the Subsidiary Effective Time (such certificates or book entry evidence for Purchaser Shares, together with any dividends or distributions paid by the Purchaser with respect thereto and the cash paid by WFS in accordance with the following sentence, being hereinafter referred to as the “Subsidiary Exchange Fund” and, together with the Parent Exchange Fund, the “Exchange Funds”). Immediately prior to the Subsidiary Effective Time, in WFS shall deposit into the amount of such lossesSubsidiary Exchange Fund, which additional funds will be held and disbursed in the same manner as funds initially deposited with the Exchange Agent for payment of the aggregate Merger Consideration to such holders of Company Common Stock. Parent shall direct the Exchange Agent to hold the Exchange Fund for the benefit of such the holders of Company the outstanding shares of WFS Common Stock Stock, an estimated amount of cash, and after the Subsidiary Effective Time, the Subsidiary Surviving Corporation shall deposit into the Subsidiary Exchange Fund, for the benefit of the holders of any outstanding shares of WFS Common Stock, cash as required from time to time, in each case, to make payments from the Exchange Fund in accordance with this lieu of any fractional shares pursuant to Section 2.022.6(e)(ii). The Exchange Fund Agent shall, pursuant to irrevocable instructions, deliver the Parent Merger Consideration and the Subsidiary Merger Consideration contemplated to be paid pursuant to Section 2.5(e) out of the relevant Exchange Fund. Except as contemplated by Section 2.6(f), the Exchange Funds shall not be used for any purpose other than to fund payment of the aggregate Merger Consideration pursuant to Section 2.01(c)purpose.

Exchange Agent. At or prior to the Effective Time, the Parent shall deposit or cause to be deposited with a bank or trust company designated by the Company Parent and reasonably acceptable to Parent the Company (the “Exchange Agent”), for the benefit of the holders of shares of Company Common Stock (subject to Section 2.01(b) (Cancelation of Treasury Stock and Parent-Owned Stock) and Section 2.01(d) (Appraisal Rights)) as of outstanding immediately prior to the Effective Time, for exchange payment through the Exchange Agent in accordance with this Article IISection 2.2, through the Exchange Agent, (i) book-entry shares representing the full number cash in an amount sufficient to make payment of shares of Parent Common stock and Depositary Shares included in the Merger Consideration and (iipursuant to Section 2.1(c) sufficient funds in exchange for the payment all of the aggregate amount outstanding shares of cash included in the Merger Consideration Company Common Stock (the “Exchange Fund”). Parent ) (for the avoidance of doubt, such amounts shall additionally deposit in the Exchange Fund, after the Effective Time on the appropriate payment date, if applicable, and provide or cause to be provided any dividends or other distributions payable on the shares of Parent Common Stock and Depositary Shares included in the Exchange Fund in accordance with Section 2.02(i). In the event the cash portion of the Exchange Fund shall be insufficient to make the payment of the aggregate Merger Consideration pursuant to Section 2.01(c), Parent shall promptly deposit, or cause to be deposited, additional funds with the Exchange Agent in an amount only include amounts sufficient to make such payments. Funds made available to the Exchange Agent shall be invested by the Exchange Agent, as directed by the Surviving Corporation, in direct short-term obligations of, or direct short-term obligations fully guaranteed as to principal and interest by, the United States of America with maturities of no more than thirty (30) days, pending payment thereof by the Exchange Agent to the holders of for shares of Company Common Stock pursuant to Section 2.01(c); provided, however, that no investment of such deposited funds shall relieve Parent, issued and outstanding at the Surviving Corporation or the Exchange Agent from promptly making the payment Effective Time and not any securities of the aggregate Merger Consideration as required by Section 2.01(c), and following any losses from any such investment, Parent shall promptly provide additional funds to the Exchange Agent, Company exchangeable or exercisable for the benefit of the holders of Company Common Stock as of immediately prior to the Effective Time, in the amount of such losses, which additional funds will be held and disbursed in the same manner as funds initially deposited with the Exchange Agent for payment of the aggregate Merger Consideration to such holders shares of Company Common Stock. Parent shall direct the Exchange Agent to hold the Exchange Fund for the benefit of such holders of Company Common Stock and to make payments from the Exchange Fund in accordance with this Section 2.02). The Exchange Fund shall not be used for any purpose other than purpose. The Exchange Fund shall be invested by the Exchange Agent as directed by the Parent; provided, however, that such investments shall be in obligations of or guaranteed by the United States of America, in commercial paper obligations rated A-1 or P-1 or better by ▇▇▇▇▇’▇ Investors Service, Inc. or Standard & Poor’s Corporation, respectively, 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 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 fund payment of ensure that the aggregate Exchange 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 Parent pursuant to Section 2.01(c2.2(d). In the event of any losses to the Exchange Fund from any investment such that the Exchange Fund is diminished below the level required for the Exchange Agent to make prompt cash payments as required under Section 2.2(b), the Parent shall, or shall cause the Surviving Corporation to, promptly deposit additional cash into the Exchange Fund to the extent necessary to reimburse the Exchange Agent for any such investment losses.