Common use of Exchange Agent Clause in Contracts

Exchange Agent. At the Wax Effective Time, Holdco shall deposit, and Parent shall cause Holdco to deposit, with an exchange agent selected by Parent with the Company’s prior written approval prior to the Mailing Date, which shall not be unreasonably withheld or delayed (the “Exchange Agent”), for the benefit of the holders of Shares (other than Excluded Shares), (I) an aggregate number of shares of Holdco Common Stock to be credited in the stock ledger and other appropriate books and records of Holdco in uncertificated form or book-entry form and (II) an aggregate amount of cash, in each case, comprising the amount required to be delivered pursuant to Section 2.02 in respect of Shares (other than Excluded Shares). In addition, Holdco shall deposit, or cause to be deposited, with the Exchange Agent, as necessary from time to time after the Wax Effective Time, (i) any dividends or other distributions payable pursuant to Section 2.05(c) with respect to the Holdco Common Stock issued pursuant to the Wax Merger with respect to Shares with a record and payment date after the Wax Effective Time and prior to the surrender of such Shares and (ii) cash in lieu of any fractional shares payable pursuant to Section 2.05(e). All shares of Holdco Common Stock and cash, together with the amount of any dividends and distributions deposited with the Exchange Agent pursuant to this Section 2.05(a), shall hereinafter be referred to as the “Exchange Fund”. The Exchange Agent shall invest the cash portion of the Exchange Fund as directed by Holdco; 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 or any diminution of value with respect to such investments, or the Exchange Fund diminishes for any other reason below the level required to make prompt cash payment of any dividends or other distributions payable pursuant to Section 2.05(c) and any cash in lieu of any fractional shares payable pursuant to Section 2.05(e), Holdco 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 2.05(a) shall be promptly returned to Holdco.

Exchange Agent. At the Wax Effective Time, Holdco Parent shall deposit, and Parent shall or cause Holdco to depositbe deposited, with an exchange agent selected by Parent with the Company’s prior written approval prior to the Mailing Dateapproval, which shall not be unreasonably withheld withheld, conditioned or delayed (the “Exchange Agent”), for the benefit of the holders of Shares (other than Excluded Shares), (Ii) an aggregate number of shares of Holdco Series C Common Stock to be credited in the stock ledger and other appropriate books and records of Holdco issued in uncertificated form or book-entry form and (IIii) an aggregate amount of cash, in each case, comprising approximately the amount amounts required to be delivered pursuant to Section 2.02 4.1(a) in respect of Shares (other than Excluded Shares). In addition, Holdco Parent shall deposit, or cause to be deposited, with the Exchange Agent, as necessary from time to time after the Wax Effective Time, (i) any dividends or other distributions payable pursuant to Section 2.05(c4.2(c) with respect to the Holdco Series C Common Stock issued pursuant to the Wax Merger with respect to Shares with a record and payment date after the Wax Effective Time and prior to the surrender of such Shares and (ii) cash in lieu of any fractional shares payable pursuant to Section 2.05(e4.2(e). All shares of Holdco Series C Common Stock and cash, together with the amount of any dividends and distributions deposited with the Exchange Agent pursuant to this Section 2.05(a4.2(a), shall hereinafter be referred to as the “Exchange Fund”. The Exchange Agent shall invest the cash portion of the Exchange Fund as directed by HoldcoParent; provided that (i) such investments shall be an obligation of, or guaranteed by, the United States of America, in obligationscommercial paper obligations rated A-1 or P-1 or better by ▇▇▇▇▇’▇ Investors Service, funds Inc. (“Moody’s”) or accounts typical for Standard & Poor’s Corporation (including having liquidity typical for“S&P”), respectively, or in certificates of deposit, bank repurchase agreements or bankers’ acceptances of commercial banks and (ii) transactions no such investment (or losses thereon) shall affect the amount of this naturethe aggregate cash portion of the Merger Consideration payable to the holders of Shares pursuant to Section 4.1(a). To the extent that there are losses or any diminution of value with respect to such investments, or the Exchange Fund diminishes for any other reason reasons below the level required to make prompt cash payment of any dividends or other distributions payable pursuant to Section 2.05(c) and any cash in lieu of any fractional shares payable pursuant to Section 2.05(e)the Merger Consideration as contemplated hereby, Holdco 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 No later than five (5) Business Days prior to the Closing, Parent shall become a part of enter into an agreement with the Exchange FundAgent, in form and any amounts in excess substance reasonably satisfactory to the Company (which confirmation of satisfaction shall not be unreasonably withheld, conditioned or delayed), to effect the amounts payable under applicable terms of this Section 2.05(a) shall be promptly returned to HoldcoAgreement.

Exchange Agent. At the Wax First Effective Time, Holdco Parent shall deposit, and Parent shall or cause Holdco to depositbe deposited, with an exchange agent selected by Parent with the Company’s prior written approval prior to the Mailing Dateapproval, which shall not be unreasonably withheld or delayed (the “Exchange Agent”), for the benefit of the holders of Shares (other than Excluded Shares), (I) an aggregate number of shares of Holdco Parent Common Stock to be credited in the stock ledger and other appropriate books and records of Holdco issued in uncertificated form or book-entry form and (II) an aggregate amount of cash, in each case, comprising the amount required to be delivered pursuant to Section 2.02 2.01 in respect of Shares (other than Excluded Shares). In addition, Holdco Parent shall deposit, or cause to be deposited, with the Exchange Agent, as necessary from time to time after the Wax First Effective Time, (i) any dividends or other distributions payable pursuant to Section 2.05(c2.03(c) with respect to the Holdco Parent Common Stock issued pursuant to the Wax Initial Merger with respect to Shares with a record and payment date after the Wax First Effective Time and prior to the surrender of such Shares and (ii) cash in lieu of any fractional shares payable pursuant to Section 2.05(e2.03(e). All shares of Holdco Parent Common Stock and cash, together with the amount of any dividends and distributions deposited with the Exchange Agent pursuant to this Section 2.05(a2.03(a), shall hereinafter be referred to as the “Exchange Fund”. The Exchange Agent shall invest the cash portion of the Exchange Fund as directed by HoldcoParent; 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 or any diminution of value with respect to such investments, or the Exchange Fund diminishes for any other reason below the level required to make prompt cash payment of any dividends or other distributions payable pursuant to Section 2.05(c2.03(c) and any cash in lieu of any fractional shares payable pursuant to Section 2.05(e2.03(e), Holdco 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 2.05(a2.03(a) shall be promptly returned to HoldcoParent.

Exchange Agent. At the Wax First Effective Time, Holdco Parent shall deposit, and Parent shall or cause Holdco to depositbe deposited, with an exchange agent selected by Parent with the Company’s prior written approval prior to the Mailing Dateapproval, which shall not be unreasonably withheld or delayed (the “Exchange Agent”), for the benefit of the holders of Shares (other than Excluded Shares), (Ii) an aggregate number of shares of Holdco Parent Common Stock to be credited in the stock ledger and other appropriate books and records of Holdco issued in uncertificated form or book-entry form and (IIii) an aggregate amount of cash, in each case, comprising approximately the amount amounts required to be delivered pursuant to Section 2.02 4.1(a) in respect of Shares (other than Excluded Shares). In addition, Holdco Parent shall deposit, or cause to be deposited, with the Exchange Agent, as necessary from time to time after the Wax First Effective Time, (i) any dividends or other distributions payable pursuant to Section 2.05(c4.2(c) with respect to the Holdco Parent Common Stock issued pursuant to the Wax Initial Merger with respect to Shares with a record and payment date after the Wax First Effective Time and prior to the surrender of such Shares and (ii) cash in lieu of any fractional shares payable pursuant to Section 2.05(e4.2(e). All shares of Holdco Parent Common Stock and cash, together with the amount of any dividends and distributions deposited with the Exchange Agent pursuant to this Section 2.05(a4.2(a), shall hereinafter be referred to as the “Exchange Fund”. The Exchange Agent shall invest the cash portion of the Exchange Fund as directed by HoldcoParent; 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 or any diminution of value with respect to such investments, or the Exchange Fund diminishes for any other reason reasons below the level required to make prompt cash payment of any dividends or other distributions payable pursuant to Section 2.05(c) and any the aggregate cash in lieu portion of any fractional shares payable pursuant to Section 2.05(e)the Merger Consideration as contemplated hereby, Holdco 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 2.05(a4.2(a) shall be promptly returned to HoldcoParent.

Exchange Agent. At Immediately prior to the Wax Effective Time, Holdco Parent shall deposit, and Parent or shall cause Holdco to depositbe deposited, with an exchange agent selected by Parent with the Company’s prior written approval prior (such approval not to the Mailing Date, which shall not be unreasonably withheld or delayed delayed) (the “Exchange Agent”), for the benefit of the holders of Shares (other than Excluded Shares), (I) an aggregate number of shares of Holdco Common Stock to be credited in the stock ledger and other appropriate books and records of Holdco in uncertificated form or book-entry form and (II) an aggregate amount of cash, in each case, comprising other than holders of Excluded Shares and Dissenting Shares), an amount in cash equal to the amount required to be delivered pursuant to Section 2.02 in respect Cash Consideration multiplied by the number of Shares (other than Excluded Shares and Dissenting Shares). In addition) issued and outstanding immediately prior to the Effective Time plus any cash due in lieu of fractional shares pursuant to Section 3.03(d) and certificates or, Holdco shall depositat Parent’s option, or cause evidence of shares in book-entry form representing the shares of Parent Common Stock in exchange for Shares outstanding immediately prior to be deposited, with the Exchange Agent, as necessary from time to time after the Wax Effective Time, deliverable upon due surrender of the Certificates (ior affidavits of loss in lieu thereof as provided in Section 3.03(f)) or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the transmittal materials, pursuant to the provisions of this Article III, and after the Effective Time, if applicable, any dividends or other distributions payable pursuant to Section 2.05(c) with respect to the Holdco shares of Parent Common Stock issued pursuant to the Wax Merger with respect to Shares with a record (such amount in cash and payment date after the Wax Effective Time and prior to the surrender of such Shares and (ii) cash in lieu of any fractional shares payable pursuant to Section 2.05(e). All certificates for shares of Holdco Parent Common Stock and cash, together with the amount of any dividends and distributions deposited with the Exchange Agent pursuant to this Section 2.05(a), shall being hereinafter be referred to as the “Exchange Fund”). The Company shall notify Parent in writing prior to the Effective Time of the number of Shares, Excluded Shares and, to the extent practicable, Dissenting Shares outstanding immediately prior to the Effective Time, and shall cause the Company’s transfer agent to deliver to the Exchange Agent shall invest on or prior to the cash portion Closing Date a list of the Exchange Fund as directed by Holdco; provided holders of Company Common Stock in a format 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 or any diminution of value with respect is reasonably acceptable to such investments, or the Exchange Fund diminishes for any other reason below the level required to make prompt cash payment of any dividends or other distributions payable pursuant to Section 2.05(c) Agent and any cash in lieu of any fractional shares payable pursuant to Section 2.05(e), Holdco shall promptly replace or restore the cash in otherwise reasonably cooperate with 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 2.05(a) shall be promptly returned to HoldcoAgent.

Exchange Agent. At or prior to the Wax Effective Time, Holdco Parent shall deposit, and Parent shall or cause Holdco to depositbe deposited, with an exchange agent selected appointed by Parent with and approved by the Company’s prior written approval Company prior to the Mailing Date, which shall not be unreasonably withheld or delayed date hereof (the “Exchange Agent”), for the benefit of the holders of Shares (other than Excluded Shares)shares of Company Common Stock, (I) for payment through the Exchange Agent in accordance with this Section 4.2, cash in an aggregate amount equal to the product of the Merger Consideration and the number of shares of Holdco Company Common Stock issued and outstanding immediately prior to the Effective Time, including all shares of Restricted Stock (exclusive of any shares to be credited in the stock ledger and other appropriate books and records of Holdco in uncertificated form or book-entry form and (II) an aggregate amount of cash, in each case, comprising the amount required to be delivered cancelled pursuant to Section 2.02 in 4.1(b)) (the “Exchange Fund”), plus any cash necessary to pay the Option Payments pursuant to Section 4.3(b) and to make payments (if any) with respect to the ESPP pursuant to Section 4.4. Pending distribution of Shares (other than Excluded Shares). In addition, Holdco shall deposit, or cause to be deposited, the cash deposited with the Exchange Agent, as necessary from time to time after such cash shall be held in trust for the Wax Effective Time, (i) any dividends or other distributions payable pursuant to Section 2.05(c) with respect to benefit of the Holdco holders of Company Common Stock issued pursuant entitled to receive the Wax Merger with respect Consideration and the Option Holders entitled to Shares with a record receive the Option Payments and payment date after the Wax Effective Time and prior to the surrender of such Shares and (ii) cash in lieu of any fractional shares payable pursuant to Section 2.05(e). All shares of Holdco Common Stock and cash, together with the amount of any dividends and distributions deposited with the Exchange Agent pursuant to this Section 2.05(a), shall hereinafter not be referred to as the “Exchange Fund”. The Exchange Agent shall invest the cash portion of the Exchange Fund as directed by Holdco; 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 or any diminution of value with respect to such investments, or the Exchange Fund diminishes used for any other reason below the level required to make prompt cash payment of purposes; provided, however, any dividends or other distributions payable pursuant to Section 2.05(c) and any cash in lieu of any fractional shares payable pursuant to Section 2.05(e), Holdco 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 2.05(a) 4.1(c), Section 4.3 and, if any, Section 4.4, shall be promptly returned to HoldcoParent. The Exchange Agent shall invest the Exchange Fund as directed by Parent provided that such investments shall be in obligations of or guaranteed by the United States of America, in commercial paper obligations rated A-1 or P-1 or better by M▇▇▇▇’▇ Investors Service, Inc. or Standard & Poor’s Corporation, respectively, or in certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $1 billion, provided that no such investments shall have maturities that could prevent or delay payments to be made pursuant to this Article IV.

Exchange Agent. At the Wax Gulf Effective Time, Holdco shall deposit, deposit and Parent shall cause Holdco to deposit, deposit with an exchange agent selected by Parent with to serve as the Company’s prior written approval prior to the Mailing Date, which shall not be unreasonably withheld or delayed exchange agent (the “Exchange Agent”), for the benefit of the holders of Shares (other than Excluded Eligible Shares), (Ii) an aggregate number of shares of Holdco Common Stock to be credited issued in the stock ledger and other appropriate books and records of Holdco in uncertificated form or non-certificated book-entry form comprising approximately the amounts required to be delivered in respect of Eligible Shares pursuant to Section 2.1 and in respect of any Company RSUs to the extent provided pursuant to Section 2.5(a) and (IIii) an aggregate amount of cash, in each case, cash comprising approximately the amount amounts required to be delivered in respect of Eligible Shares pursuant to Section 2.02 in respect of Shares (other than Excluded Shares)3.5. In addition, Holdco shall deposit, or deposit and Parent shall cause Holdco to be deposited, deposit with the Exchange Agent, as necessary from time to time after the Wax Gulf Effective Time, (i) any dividends or other distributions payable distributions, if any, to which the holders of Eligible Shares may be entitled pursuant to Section 2.05(c) 3.3 with respect to the Holdco Common Stock issued pursuant to the Wax Merger with respect to Shares with both a record and payment date after the Wax Gulf Effective Time and prior to the surrender of such Shares and (ii) cash in lieu of any fractional shares payable pursuant to Section 2.05(e)Eligible Shares. All Such shares of Holdco Common Stock Stock, cash and cash, together with the amount of any dividends and or other distributions deposited with the Exchange Agent pursuant to this Section 2.05(a)3.1, shall hereinafter be referred to as being the “Exchange Fund”. The Exchange Agent Fund shall invest the 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 Holdco; provided Parent; provided, however, that any deposit of such investments cash shall in all events be limited to (i) direct short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the United States government, in obligationscommercial paper rated P-1 or A-1 or better by M▇▇▇▇’▇ Investors Service, Inc. or Standard & Poor Global Ratings Inc., respectively, (ii) certificates of deposit or bank repurchase agreements of commercial banks with capital exceeding $10 billion or (iii) AAA rated 2A-7 fixed NAV money market funds (or accounts typical for those of similar quality), or a combination of the foregoing clauses (including having liquidity typical fori), (ii) transactions of this natureand (iii), and, in any such case, no such instrument shall have a maturity exceeding three months. To the extent that there are losses or any diminution of value with respect to such investmentsdeposits, a default of an applicable bank or the Exchange Fund diminishes for any other reason any amount in the Exchange Fund is below the level that required to make prompt cash payment of any dividends or the aggregate Gulf Merger Consideration and the other distributions payable pursuant to Section 2.05(c) and any cash in lieu of any fractional shares payable pursuant to Section 2.05(e)payments contemplated by this Article III, Holdco Parent shall promptly replace replace, restore or restore supplement the cash shares of Holdco Common Stock or cash, as applicable, in the Exchange Fund lost through such investments or other events so as to ensure that the Exchange Fund is at all times maintained at a level sufficient for the Exchange Agent to make such cash paymentsthe payment of the aggregate Gulf Merger Consideration and the other payments contemplated by this Article III. Any interest and other income resulting from such investment shall deposit may become a part of the Exchange Fund, and any amounts in excess of the amounts payable under this Section 2.05(a) 2.1 shall be promptly returned to Holdco.

Exchange Agent. At As of the Wax Effective Time, Holdco shall deposit, and Parent shall cause Holdco to deposit, enter into an agreement with an exchange agent selected such bank or trust company as may be designated by Parent with the Company’s prior written approval prior and reasonably acceptable to the Mailing Date, which shall not be unreasonably withheld or delayed Company (the “Exchange Agent”), which shall provide that Parent shall deposit with the Exchange Agent as of the Effective Time, for the benefit of the holders of Shares (other than Excluded Shares), (I) an aggregate number of shares of Holdco Company Common Stock to be credited Stock, for exchange in the stock ledger and other appropriate books and records of Holdco in uncertificated form or book-entry form and (II) an aggregate amount of cashaccordance with this Article 2, in each case, comprising the amount required to be delivered pursuant to Section 2.02 in respect of Shares (other than Excluded Shares). In addition, Holdco shall deposit, or cause to be deposited, with through the Exchange Agent, as necessary from time to time after the Wax Effective Time, (i) any dividends or other distributions payable cash sufficient to make the payments pursuant to Section 2.05(c) with respect to the Holdco Common Stock issued pursuant to the Wax Merger with respect to Shares with a record and payment date after the Wax Effective Time and prior to the surrender of such Shares 2.2 and (ii) certificates representing the shares of Parent Common Stock issuable pursuant to Section 2.2 (such cash and shares of Parent Common Stock, together with any dividends or distributions with respect to shares of Parent Common Sock with a record date after the Effective Time and any cash payable in lieu of any fractional shares payable pursuant to Section 2.05(e). All shares of Holdco Parent Common Stock and cash, together with the amount of any dividends and distributions deposited with the Exchange Agent pursuant to this Section 2.05(a), shall being hereinafter be referred to as the “Exchange Fund”) in exchange for outstanding shares of Company Common Stock. The With respect to any cash deposited by Parent with the Exchange Agent as described in the immediately preceding sentence, the Exchange Agent shall invest the such cash portion of in the Exchange Fund as directed by HoldcoParent; provided that during the first six months after the Effective Time such investments shall be in obligations, funds consist solely of (i) obligations of or accounts typical for (including having liquidity typical for) transactions guaranteed by the United States of this nature. To the extent that there are losses America or any diminution agency or instrumentality thereof, (ii) money market accounts, certificates of value deposit, bank repurchase agreements or banker’s acceptances of inbound deposits with respect commercial banks having a combined capital and surplus of at least $500 million, (iii) commercial paper obligations rated P-1 or A-1 or better by Standard and Poor’s or ▇▇▇▇▇’▇ or (iv) institutional cash management funds. From time to such investmentstime as necessary, or Parent shall deposit with the Exchange Fund diminishes for any other reason below the level required Agent cash to make prompt cash payment be paid in lieu of fractional shares as contemplated by Section 2.3(e) and any dividends or other distributions payable to which holders of Certificates are entitled pursuant to Section 2.05(c) and any cash in lieu of any fractional shares payable pursuant to Section 2.05(e2.3(c), Holdco shall promptly replace or restore the cash in the . The Exchange Fund lost through such investments or shall not be used for any 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 2.05(a) shall be promptly returned to Holdcopurpose.

Exchange Agent. At or prior to the Wax Effective Time, Holdco Parent shall deposit, and Parent or shall cause Holdco to depositbe deposited, with an exchange agent selected by Parent with the Company’s prior written approval prior and reasonably satisfactory to the Mailing Date, which shall not be unreasonably withheld or delayed Company (the “Exchange Agent”), for the benefit of the holders of Company Shares (other than Excluded Company Shares), (I) an aggregate number of certificates representing the shares of Holdco Parent Common Stock to be credited in the stock ledger and other appropriate books and records of Holdco in uncertificated form or book-entry form and (II) an aggregate amount of cash, in each case, comprising the amount required to be delivered pursuant to Section 2.02 in respect of exchanged for Company Shares (other than Excluded Company Shares). In addition, Holdco shall deposit, or cause ) in respect of the Merger Consideration to be depositedpaid in the Merger, with the Exchange Agent, as cash necessary from time to time after the Wax Effective Time, (i) any dividends or other distributions payable pursuant to Section 2.05(c) with respect to the Holdco Common Stock issued pursuant to the Wax Merger with respect to Shares with a record and payment date after the Wax Effective Time and prior to the surrender of such Shares and (ii) pay for cash in lieu of any fractional shares payable of Parent Common Stock issuable in connection with the Merger pursuant to Section 2.05(e4.2(e). All , plus an amount of cash with respect to any dividends or other distributions with respect to the Parent Common Stock to be paid or to be issued pursuant to Section 4.2(c) in exchange for Company Shares (other than Excluded Company Shares) (such certificates for shares of Holdco Parent Common Stock and cashStock, together with the amount of any dividends and distributions deposited with the Exchange Agent cash payable pursuant to this Section 2.05(a4.2(e) in lieu of fractional shares and dividends or other distributions payable with respect thereto pursuant to Section 4.2(c), shall being hereinafter be referred to as the “Exchange Fund”). With respect to the amount of cash to be deposited as of the Effective Time to satisfy its obligations under Section 4.2(e), Parent shall only be required to make a reasonable estimate of the amount of such cash that will be necessary. The Exchange Agent shall invest the cash portion of the Exchange Fund as directed by Holdco; 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 or any diminution of value with respect to such investments, or the Exchange Fund diminishes for any other reason below the level required to make prompt cash payment of any dividends or other distributions payable pursuant to Section 2.05(c) and any cash in lieu of any fractional shares payable pursuant to Section 2.05(e), Holdco 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 paymentsParent. 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 2.05(a4.1(a) shall be promptly returned to HoldcoParent. If there are any losses realized as a result of such investments, Parent shall promptly deposit in the Exchange Fund the amount of such losses.

Exchange Agent. At Prior to the Wax Effective Time, Holdco shall deposit, and Parent shall cause Holdco select an institution reasonably acceptable to deposit, with an the Company to act as the exchange agent selected by Parent with the Company’s prior written approval prior to the Mailing Date, which shall not be unreasonably withheld or delayed (the “Exchange Agent”), ) in the Merger for the benefit purpose of exchanging Certificates and non-certificated shares represented by book entry (“Book Entry Shares”) for the holders of Shares (other than Excluded Shares), (I) an aggregate number of shares of Holdco Common Stock Merger Consideration. Parent will make available to be credited in the stock ledger and other appropriate books and records of Holdco in uncertificated form or book-entry form and (II) an aggregate amount of cash, in each case, comprising the amount required to be delivered pursuant to Section 2.02 in respect of Shares (other than Excluded Shares). In addition, Holdco shall deposit, or cause to be deposited, with the Exchange Agent, as necessary from time at or prior to time after the Wax Effective Time, (i) a number of shares of Parent Common Stock sufficient to pay the aggregate Stock Consideration pursuant to Section 2.6(b), (ii) cash in an amount sufficient to pay the aggregate Cash Consideration pursuant to Section 2.6(b) and (iii) cash in an amount sufficient to make all requisite payments of cash in lieu of fractional shares pursuant to Section 2.7(e) (such cash and shares of Parent Common Stock, together with any dividends or distributions with respect thereto, the “Exchange Fund”). Promptly after the Effective Time, Parent will send, or will cause the Exchange Agent to send, to each holder of record (as of immediately prior to the Effective Time) of a Certificate (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent or by appropriate guarantee of delivery in the form customarily used in transactions of this nature from a member of a national securities exchange, a member of the Financial Industry Regulatory Authority, or a commercial bank or trust company in the United States) for use in effecting delivery of shares of Company Common Stock to the Exchange Agent and (ii) instructions for effecting the surrender of Certificates in exchange for the Merger Consideration issuable and payable in respect thereof, and any dividends or other distributions payable to which such holders are entitled pursuant to Section 2.05(c) 2.7(d)(i). Exchange of any Book Entry Shares shall be effected in accordance with Parent’s customary procedures with respect to the Holdco Common Stock issued pursuant to the Wax Merger with respect to Shares with a record and payment date after the Wax Effective Time and prior to the surrender of such Shares and (ii) cash in lieu of any fractional shares payable pursuant to Section 2.05(e). All shares of Holdco Common Stock and cash, together with the amount of any dividends and distributions deposited with the Exchange Agent pursuant to this Section 2.05(a), shall hereinafter be referred to as the “Exchange Fund”. The Exchange Agent shall invest the cash portion of the Exchange Fund as directed securities represented by Holdco; 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 or any diminution of value with respect to such investments, or the Exchange Fund diminishes for any other reason below the level required to make prompt cash payment of any dividends or other distributions payable pursuant to Section 2.05(c) and any cash in lieu of any fractional shares payable pursuant to Section 2.05(e), Holdco 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 2.05(a) shall be promptly returned to Holdcobook entry.

Exchange Agent. At Prior to the Wax Effective Time, Holdco shall deposit, the Company and Parent shall cause Holdco enter into an agreement in form and substance reasonably acceptable to deposit, the Company and Parent with an exchange agent selected by Parent with the Company’s prior written approval prior to the Mailing Dateapproval, which approval shall not be unreasonably conditioned, withheld or delayed delayed, (the “Exchange Agent”), ) for the benefit purpose of the holders delivering or causing to be delivered to each holder of Company Shares (other than Excluded Cancelled Shares or Dissenting Shares), (I) an the aggregate number Per Share Merger Consideration to which the shareholders of shares of Holdco Common Stock to be credited in the stock ledger and other appropriate books and records of Holdco in uncertificated form or book-entry form and (II) an aggregate amount of cash, in each case, comprising the amount required to be delivered pursuant to Section 2.02 Company shall become entitled in respect of their Company Shares (other than Excluded Shares)pursuant to this Article II. In addition, Holdco Parent shall deposit, or cause to be deposited, with the Exchange Agent, as (i) at or prior to the Effective Time, a cash amount in immediately available funds sufficient in the aggregate to provide all funds necessary for the Exchange Agent to make payments of the Per Share Merger Consideration under Section 2.1, and (ii) from time to time after time, to the Wax Effective Timeextent and when needed, (i) additional cash sufficient to pay any dividends or other distributions payable pursuant to Section 2.05(c) with respect to the Holdco Common Stock issued pursuant to the Wax Merger with respect to Shares with a record and payment date after the Wax Effective Time and prior to the surrender of 6.15 (such Shares and (ii) cash in lieu of any fractional shares payable pursuant to Section 2.05(e). All shares of Holdco Common Stock and cash, together with the amount of any dividends and distributions deposited with the Exchange Agent pursuant to this Section 2.05(a), shall being hereinafter be referred to as the “Exchange Fund”) in trust for the benefit of the holders of the Company Shares. The Exchange Agent shall invest the any cash portion of in the Exchange Fund as directed by HoldcoParent; provided that such investments shall be in obligationsshort-term (i.e., funds maturities of thirty (30) days or accounts typical for (including having liquidity typical forless) transactions obligations of this natureor guaranteed by the United States of America and backed by the full faith and credit of the United States of America, in commercial paper obligations rated A-1 or P-1 or better by ▇▇▇▇▇’▇ Investors Services, Inc. or Standard & Poor’s Ratings Group, a division of McGraw Hill, Inc., respectively. To the extent that there are losses or any diminution of value with respect to such investments, or any cash in the Exchange Fund diminishes for any other reason reasons below the level required to make prompt cash payment of any dividends or other distributions payable pursuant to the aggregate Per Share Merger Consideration as contemplated by Section 2.05(c) and any cash in lieu of any fractional shares payable pursuant to Section 2.05(e2.1(a), Holdco Parent shall promptly replace or restore the cash in the Exchange Fund lost through such investments or other events so as to ensure that the cash in the Exchange Fund is at all times maintained at a level sufficient to make such cash payments. Any interest and other income resulting from such investment shall become a part of the Exchange Fund, and any amounts in excess of the amounts payable under this Section 2.05(a2.1(a) shall be promptly returned to HoldcoParent or the Surviving Corporation, as requested by Parent. The funds deposited with the Exchange Agent pursuant to this Section 2.4(a) shall not be used for any purpose other than as contemplated by this Section 2.4(a).

Exchange Agent. At the Wax Effective Time, Holdco shall deposit, and Parent shall cause Holdco to deposit, with an exchange agent selected by Parent with the Company’s prior written approval Not less than five (5) days prior to the Mailing Datedissemination of the joint proxy statement/prospectus in definitive form relating to the Company Stockholder Meeting, which 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 and Parent OP shall not be unreasonably withheld appoint a bank or delayed 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), for the benefit of the holders of Shares (other than Excluded SharesSection 3.1(b)(iv), (ISection 3.1(b)(v), Section 3.1(b)(vi) an aggregate number of shares of Holdco Common Stock to be credited in and Section 3.8. On or before the stock ledger and other appropriate books and records of Holdco in uncertificated form or book-entry form and (II) an aggregate amount of cashCompany Merger Effective Time, in each case, comprising the amount required to be delivered pursuant to Section 2.02 in respect of Shares (other than Excluded Shares). In addition, Holdco 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 (A) issuable by Parent pursuant to Section 3.1(a)(ii), or (B) to be delivered on behalf of Parent OP to electing Minority Limited Partners and Preferred Unitholders pursuant to Section 3.1(b)(iv), Section 3.1(b)(v), or Section 3.1(b)(vi), 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 the Exchange Agent, as necessary from time to time after following the Wax Company Merger Effective Time, (i) any dividends or other distributions payable distributions, if any, to which a holder of shares of Company Common Stock or any Minority Limited Partner or Preferred Unitholder who makes the Parent Common Stock Election may be entitled pursuant to Section 2.05(c) with respect to the Holdco Common Stock issued pursuant to the Wax Merger with respect to Shares with a record and payment date after the Wax Effective Time and prior to the surrender of such Shares and (ii) cash in lieu of any fractional shares payable pursuant to Section 2.05(e3.3(e). All Such book-entry shares of Holdco Parent Common Stock Stock, aggregate Fractional Share Consideration and cash, together with the amount amounts of any dividends and or other distributions deposited with the Exchange Agent pursuant to this Section 2.05(a), shall hereinafter be 3.3(a) are collectively referred to in this Agreement as the “Exchange Fund”.” The Exchange Fund shall be for the sole benefit of the holders of shares of Company Common Stock that were outstanding as of immediately prior to the Company Merger Effective Time and the Minority Limited Partners and Preferred Unitholders who make the Parent Common Stock Election. The Parent shall cause the Exchange Agent to make, and the Exchange Agent shall invest make, delivery of the cash portion Merger Consideration and payment of the Fractional Share Consideration and any amounts payable in respect of dividends or other distributions on shares of Parent Common Stock in accordance with Section 3.3(e) out of the Exchange Fund as directed by Holdco; provided that such investments shall be in obligations, funds or accounts typical for (including having liquidity typical for) transactions of accordance with this natureAgreement. To the extent that there are losses or any diminution of value with respect to such investments, or the The Exchange Fund diminishes shall not be used for any other reason below the level required to make prompt cash payment of any dividends or other distributions payable pursuant to Section 2.05(c) and any cash in lieu of any fractional shares payable pursuant to Section 2.05(e), Holdco 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 2.05(a) shall be promptly returned to Holdcopurpose.

Exchange Agent. At or prior to the Wax Effective Time, Holdco RMT Partner shall deposit, and Parent shall deposit or cause Holdco to deposit, be deposited with an exchange agent selected by Parent Remainco with the CompanyRMT Partner’s prior written approval prior to the Mailing Date, (which approval shall not be unreasonably withheld withheld, conditioned or delayed delayed) to serve as the exchange agent (the “Exchange Agent”)) pursuant to a customary exchange agent agreement (to which Remainco, Spinco and RMT Partner shall be parties) on terms reasonably satisfactory to Remainco, Spinco and RMT Partner, for the benefit of the holders Persons who received shares of Shares (other than Excluded Shares)Spinco Common Stock in the Distribution and for distribution in accordance with Section 3.1, (I) subject to Section 4.6, an aggregate number of shares of Holdco RMT Partner Common Stock to be credited issued in the stock ledger and other appropriate books and records of Holdco in uncertificated form or non-certificated book-entry form and (II) an aggregate amount of cash, in each case, comprising the amount required number of shares of RMT Partner Common Stock equal to be delivered pursuant (a) the total number of shares of Spinco Common Stock entitled to Merger Consideration under Section 2.02 in respect of Shares 3.1(a) multiplied by (other than Excluded Shares). In addition, Holdco shall deposit, or cause to be deposited, with b) the Exchange AgentRatio, as necessary from time to time after the Wax Effective Time, (i) any dividends or other distributions payable pursuant to Section 2.05(c) with respect rounded down to the Holdco Common Stock issued pursuant to the Wax Merger with respect to Shares with a record and payment date after the Wax Effective Time and prior to the surrender of such Shares and (ii) cash in lieu of any fractional shares payable pursuant to Section 2.05(e)nearest whole number. All Such shares of Holdco RMT Partner Common Stock and cash, together with the amount of any dividends and or other distributions deposited with the Exchange Agent pursuant to this Section 2.05(a)4.2 and Section 4.4, shall hereinafter be referred to as being the “Exchange Fund”.” The Exchange Fund shall not be used for any purpose other than a purpose expressly provided for in this Agreement. The Exchange Agent shall invest the cash portion of the Exchange Fund may be deposited by the Exchange Agent as reasonably directed by HoldcoRMT Partner; provided provided, however, that any deposit of such investments cash shall in all events be limited to (i) direct short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the United States government, in obligationscommercial paper rated P-1 or A-1 or better by ▇▇▇▇▇’▇ Investors Service, Inc. or Standard & Poor’s Corporation, respectively, (ii) certificates of deposit or bank repurchase agreements of commercial banks with capital exceeding $10 billion or (iii) AAA rated 2A-7 fixed NAV money market funds (or accounts typical for those of similar quality), or a combination of the foregoing clauses (including having liquidity typical fori), (ii) transactions of this natureand (iii), and, in any such case, no such instrument shall have a maturity exceeding three months. To the extent that there are losses or any diminution of value with respect to such investmentsdeposits, a default of an applicable bank or the Exchange Fund diminishes for any other reason any amount in the Exchange Fund is below the level that required to make prompt cash payment of any dividends or the aggregate Merger Consideration and the other distributions payable pursuant to Section 2.05(c) and any cash in lieu of any fractional shares payable pursuant to Section 2.05(e)payments contemplated by this ARTICLE IV, Holdco RMT Partner shall promptly replace replace, restore or restore supplement the cash shares of RMT Partner Common Stock or cash, as applicable, in the Exchange Fund lost through such investments or other events so as to ensure that the Exchange Fund is at all times maintained at a level sufficient for the Exchange Agent to make such cash paymentsthe payment of the aggregate Merger Consideration and the other payments contemplated by this ARTICLE IV. Any interest and other income resulting from such investment shall deposit may become a part of the Exchange Fund, and any amounts in excess of the amounts payable under this Section 2.05(a) shall 3.1 or Section 4.4 may, at the discretion of RMT Partner, be promptly returned to HoldcoRMT Partner or the Surviving Corporation. In the event the Merger is not consummated and this Agreement is terminated in accordance with its terms, the Exchange Agent shall promptly return all shares of RMT Partner Common Stock deposited in the Exchange Fund to RMT Partner.

Exchange Agent. At Prior to the Wax Effective Time, Holdco the Buyer shall depositdesignate American Stock Transfer and Trust Company, and Parent shall cause Holdco to deposit, with an exchange agent selected by Parent with the Company’s prior written approval prior LLC or another commercial bank or trust company mutually acceptable to the Mailing Date, which shall not be unreasonably withheld or delayed Company and the Buyer to act as agent (the “Exchange Agent”), ) for the benefit exchange of Company Shares in accordance with this Article II. Prior to the holders of Shares (other than Excluded Shares)Effective Time, (I) an aggregate number of shares of Holdco Common Stock to be credited in the stock ledger and other appropriate books and records of Holdco in uncertificated form or book-entry form and (II) an aggregate amount of cash, in each case, comprising the amount required to be delivered pursuant to Section 2.02 in respect of Shares (other than Excluded Shares). In addition, Holdco Buyer shall deposit, or shall cause to be deposited, with the Exchange Agent, as necessary from time for the benefit of the holders of Company Shares (other than Company Shares cancelled pursuant to time after the Wax Effective TimeSection 2.1(b) and Dissenting Shares), for exchange in accordance with this Article II, (i) any dividends or other distributions payable book-entry shares representing the number of shares of Buyer Common Stock sufficient to pay the aggregate Stock Consideration pursuant to Section 2.05(c) with respect to the Holdco Common Stock issued pursuant to the Wax Merger with respect to Shares with a record and payment date after the Wax Effective Time and prior to the surrender of such Shares and 2.1(c), (ii) cash in lieu of any fractional shares payable an amount sufficient to pay the aggregate Cash Consideration pursuant to Section 2.05(e). All 2.1(c) and (iii) cash in an amount sufficient to make all requisite payments of cash in lieu of fractional shares pursuant to Section 2.2(e) (such cash and book-entry shares representing shares of Holdco Buyer Common Stock and cashStock, together with the amount of any dividends and or distributions deposited with the Exchange Agent respect thereto pursuant to this Section 2.05(a2.2(c), shall hereinafter be referred to as the “Exchange Fund”). The Exchange Agent shall invest shall, pursuant to irrevocable instructions, deliver the Merger Consideration out of the Exchange Fund. The cash portion of the Exchange Fund shall be invested by the Exchange Agent as directed by Holdcothe Buyer; provided provided, however, that (A) such investments shall be in obligationsobligations of or guaranteed by the United States of America, funds in commercial paper obligations rated A-1 or accounts typical for (including having liquidity typical for) transactions of this nature. To the extent that there are losses P-1 or any diminution of value with respect to such investmentsbetter 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) and (B) no gain or loss thereon shall affect the amounts payable hereunder. Without limiting the foregoing, the Buyer shall take all actions necessary to ensure that, at all times, the Exchange Fund diminishes for any other reason below the level required to make prompt cash payment includes (1) book-entry shares representing a number of any dividends or other distributions payable pursuant to Section 2.05(c) and any cash in lieu of any fractional shares payable pursuant to Section 2.05(e), Holdco 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 2.05(a) shall be promptly returned to Holdco.of

Exchange Agent. At Prior to the Wax Effective Time, Holdco shall deposit, and Parent shall cause Holdco enter into a customary exchange agent agreement, which agreement shall be on such terms and conditions as are reasonably acceptable to depositthe Company (the “Exchange Agreement”), with an exchange agent selected by Parent with the Company’s prior written approval prior a nationally recognized commercial bank or trust company reasonably acceptable to the Mailing Date, which shall not be unreasonably withheld or delayed Company to act as agent (the “Exchange Agent”), ) for the benefit of the holders of Shares (other than Excluded Shares), (I) an aggregate number of shares of Holdco Common Stock to be credited who exchange their Shares in the stock ledger and other appropriate books and records of Holdco in uncertificated form or book-entry form and (II) an aggregate amount of cash, in each case, comprising the amount required to be delivered pursuant to Section 2.02 in respect of Shares (other than Excluded Shares)accordance with this Article III. In addition, Holdco Parent shall deposit, or shall cause to be deposited, with the Exchange Agent, for the benefit of the holders of Shares, for exchange in accordance with this Article III (i) (A) promptly after the Effective Time on the Closing Date, cash in an amount sufficient to pay the aggregate Cash Consideration pursuant to Section 2.04(a)(i), and (B) at or prior to the Effective Time, book-entry shares representing the Share Consideration issuable to holders of Shares as necessary of the Effective Time pursuant to Section 2.04(a)(ii), and (ii) cash, from time to time after the Wax Effective Time, (i) any dividends or other distributions payable pursuant as required to Section 2.05(c) with respect to the Holdco Common Stock issued pursuant to the Wax Merger with respect to Shares with a record and payment date after the Wax Effective Time and prior to the surrender of such Shares and (ii) cash make payments in lieu of any fractional shares payable of Parent Common Stock pursuant to Section 2.05(e). All 3.01(e) (such cash and book-entry shares for shares of Holdco Parent Common Stock and cashStock, together with the amount of any dividends and or distributions deposited with the Exchange Agent respect thereto pursuant to this Section 2.05(a3.01(c), shall hereinafter be referred to as the “Exchange Fund”). The Exchange Agent shall invest shall, pursuant to irrevocable instructions, promptly deliver the Merger Consideration out of the Exchange Fund. The cash portion of the Exchange Fund shall be invested by the Exchange Agent as directed by Holdco; provided that set forth in the Exchange Agreement. Any interest or other income from such investments shall be in obligationspaid to and become income of Parent. Except as contemplated by Section 3.01(g), funds or accounts typical for (including having liquidity typical for) transactions of this nature. To the extent that there are losses or any diminution of value with respect to such investments, or the Exchange Fund diminishes shall not be used for any purpose other reason below the level required to make prompt cash payment of any dividends or other distributions payable pursuant to Section 2.05(c) and any cash than as specified in lieu of any fractional shares payable pursuant to Section 2.05(e), Holdco 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 2.05(a) shall be promptly returned to Holdco3.01(a).

Exchange Agent. At the Wax Effective Time, Holdco Parent shall deposit, and Parent shall or cause Holdco to depositbe deposited, with an exchange agent selected by Parent with the Company’s prior written approval prior to the Mailing Dateapproval, which shall not be unreasonably withheld or delayed (the “Exchange Agent”), for the benefit of the holders of Shares (other than Excluded Shares), (Ii) an aggregate number of shares of Holdco Parent Common Stock to be credited in the stock ledger and other appropriate books and records of Holdco issued in uncertificated form or book-entry form and (IIii) an aggregate amount of cash, in each case, comprising approximately the amount amounts required to be delivered pursuant to Section 2.02 4.1(a) in respect of Shares (other than Excluded Shares). In addition, Holdco Parent shall deposit, or cause to be deposited, with the Exchange Agent, as necessary from time to time after the Wax Effective Time, (i) any dividends or other distributions payable pursuant to Section 2.05(c4.2(c) with respect to the Holdco Parent Common Stock issued pursuant to the Wax Merger with respect to Shares with a record and payment date after the Wax Effective Time and prior to the surrender of such Shares and (ii) cash in lieu of any fractional shares payable pursuant to Section 2.05(e4.2(e). All shares of Holdco Parent Common Stock and cash, together with the amount of any such cash dividends and distributions deposited with the Exchange Agent pursuant to this Section 2.05(a4.2(a), shall hereinafter be referred to as the “Exchange Fund”. The Exchange Agent shall invest the cash portion of the Exchange Fund as directed by HoldcoParent; provided that such investments investments, if interest bearing, shall be in obligationsobligations of or guaranteed by the United States of America, in commercial paper obligations rated A-1 or P-1 or better by ▇▇▇▇▇’▇ Investors Service, Inc. or Standard & Poor’s Corporation, respectively, in certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $1 billion, or in money market funds having a rating in the highest investment category granted by a recognized credit rating agency at the time of acquisition or accounts typical for (including having liquidity typical for) transactions a combination of this naturethe foregoing and, in any such case, no such instrument shall have a maturity exceeding three months. To the extent that there are losses or any diminution of value with respect to such investments, or the Exchange Fund diminishes for any other reason reasons below the level required to make prompt cash payment of any dividends or other distributions payable pursuant to Section 2.05(c) and any the aggregate cash in lieu portion of any fractional shares payable pursuant to Section 2.05(e)the Merger Consideration as contemplated hereby, Holdco 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 2.05(a4.2(a) shall be promptly returned to HoldcoParent.

Exchange Agent. At On or prior ------------- ------------------------ -------------- to the Wax Effective Time, Holdco shall deposit, and Parent shall cause Holdco to deposit, with an exchange agent selected by Parent deposit with the Company’s prior written approval prior to the Mailing Date, which shall not be unreasonably withheld or delayed Exchange Agent (the “Exchange Agent”), i) as nominee for the benefit of the holders of Shares (other than Excluded Shares)Company Common Stock, (I) an the aggregate amount of cash and the aggregate 11 number of shares of Holdco Parent Common Stock to be credited in the stock ledger and other appropriate books and records of Holdco in uncertificated form or book-entry form and (II) an aggregate amount of cash, in each case, comprising the amount required to be delivered issued pursuant to Section 2.02 in respect of Shares (other than Excluded Shares). In addition, Holdco shall deposit, or cause to be deposited, with the Exchange Agent, as necessary from time to time after the Wax Effective Time, (i4.01(c) any dividends or other distributions payable pursuant to Section 2.05(c) with respect to the Holdco Common Stock issued pursuant to the Wax Merger with respect to Shares with a record and payment date after the Wax Effective Time and prior to the surrender of such Shares and (ii) an amount of cash sufficient to permit the Exchange Agent to make the necessary payments of cash in lieu of any fractional shares payable pursuant to of Parent Common Stock in accordance with Section 2.05(e). All 4.03(e) (such cash and shares of Holdco Parent Common Stock and cashStock, together with the amount of any dividends and or distributions deposited with the Exchange Agent pursuant to this Section 2.05(a), shall respect thereto being hereinafter be 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 4.03. The Exchange Agent shall invest the any cash portion of included in the Exchange Fund as directed by Holdcothe Surviving Corporation on a daily basis in direct obligations of the United States, obligations for which the full faith and credit of the United States is pledged to provide for the payment of principal and interest, commercial paper rated the highest quality by ▇▇▇▇▇'▇ Investors Services, Inc. or Standard & Poor's Ratings Group or certificates of deposit, bank repurchase agreements or bankers' acceptances of a commercial bank having at least $100,000,000 in assets, or in money market funds which are invested in the foregoing; provided that no such investments investment or loss thereon -------- shall be in obligations, funds or accounts typical for (including having liquidity typical for) transactions of this nature. To affect the extent that there are losses or any diminution of value with respect amounts payable to such investments, or the Exchange Fund diminishes for any other reason below the level required to make prompt cash payment of any dividends or other distributions payable Company's shareholders pursuant to Section 2.05(c) this Article IV. Parent and the Surviving Corporation shall replace any cash in lieu of any fractional shares payable monies lost through an investment made pursuant to this Section 2.05(e), Holdco 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 payments4.03. Any interest and other income resulting from such investment investments shall become a part of promptly be paid to the Exchange Fund, and any amounts in excess of the amounts payable under this Section 2.05(a) shall be promptly returned to HoldcoSurviving Corporation.

Exchange Agent. At Prior to the Wax Effective Time, Holdco the Buyer shall depositdesignate American Stock Transfer and Trust Company, and Parent shall cause Holdco to deposit, with an exchange agent selected by Parent with the Company’s prior written approval prior LLC or another commercial bank or trust company mutually acceptable to the Mailing Date, which shall not be unreasonably withheld or delayed Company and the Buyer to act as agent (the “Exchange Agent”), ) for the benefit exchange of Company Shares in accordance with this Article II. Prior to the holders of Shares (other than Excluded Shares)Effective Time, (I) an aggregate number of shares of Holdco Common Stock to be credited in the stock ledger and other appropriate books and records of Holdco in uncertificated form or book-entry form and (II) an aggregate amount of cash, in each case, comprising the amount required to be delivered pursuant to Section 2.02 in respect of Shares (other than Excluded Shares). In addition, Holdco Buyer shall deposit, or shall cause to be deposited, with the Exchange Agent, as necessary from time for the benefit of the holders of Company Shares (other than Company Shares cancelled pursuant to time after the Wax Effective TimeSection 2.1(b) and Dissenting Shares), for exchange in accordance with this Article II, (i) any dividends or other distributions payable book-entry shares representing the number of shares of Buyer Common Stock sufficient to pay the aggregate Stock Consideration pursuant to Section 2.05(c) with respect to the Holdco Common Stock issued pursuant to the Wax Merger with respect to Shares with a record and payment date after the Wax Effective Time and prior to the surrender of such Shares and 2.1(c), (ii) cash in lieu of any fractional shares payable an amount sufficient to pay the aggregate Cash Consideration pursuant to Section 2.05(e). All 2.1(c) and (iii) cash in an amount sufficient to make all requisite payments of cash in lieu of fractional shares pursuant to Section 2.2(e) (such cash and book-entry shares representing shares of Holdco Buyer Common Stock and cashStock, together with the amount of any dividends and or distributions deposited with the Exchange Agent respect thereto pursuant to this Section 2.05(a2.2(c), shall hereinafter be referred to as the “Exchange Fund”). The Exchange Agent shall invest shall, pursuant to irrevocable instructions, deliver the Merger Consideration out of the Exchange Fund. The cash portion of the Exchange Fund shall be invested by the Exchange Agent as directed by Holdcothe Buyer; provided provided, however, that (A) such investments shall be in obligationsobligations of or guaranteed by the United States of America, funds in commercial paper obligations rated A-1 or accounts typical for (including having liquidity typical for) transactions of this nature. To the extent that there are losses P-1 or any diminution of value with respect to such investmentsbetter 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) and (B) no gain or loss thereon shall affect the amounts payable hereunder. Without limiting the foregoing, the Buyer shall take all actions necessary to ensure that, at all times, the Exchange Fund diminishes for any other reason below includes (1) book-entry shares representing a number of shares of Buyer Common Stock sufficient to pay the level required aggregate Stock Consideration and (2) cash sufficient to make prompt satisfy the Buyer’s obligation to pay the aggregate (x) Cash Consideration under this Agreement, (y) cash payment in lieu of any fractional shares of Buyer Common Stock pursuant to Section 2.2(e) and (z) dividends or other distributions payable pursuant to Section 2.05(c2.2(c). Any interest or other income from such investments (less any losses) shall be paid to and any cash in lieu become income of any fractional shares payable pursuant the Buyer. Except to the extent contemplated by Section 2.05(e2.2(g), Holdco shall promptly replace or restore the cash in the Exchange Fund lost through such investments or shall not be used for any purpose other events so than 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 specified in excess of the amounts payable under this Section 2.05(a) shall be promptly returned to Holdco2.2.

Exchange Agent. At the Wax First Effective Time, Holdco Parent shall deposit, and Parent shall or cause Holdco to depositbe deposited, with an exchange agent selected by Parent with the Company’s prior written approval prior to the Mailing Dateapproval, which shall not be unreasonably withheld or delayed (the “Exchange Agent”), for the benefit of the holders of Shares (other than Excluded Shares), (Ii) an aggregate number of shares of Holdco Parent Common Stock to be credited in the stock ledger and other appropriate books and records of Holdco issued in uncertificated form or book-entry form and (IIii) an aggregate amount of cash, in each case, comprising approximately the amount amounts required to be delivered pursuant to Section 2.02 4.1(a) in respect of Shares (other than Excluded Shares). In addition, Holdco Parent shall deposit, or cause to be deposited, with the Exchange Agent, as necessary from time to time after the Wax First Effective Time, (i) any dividends or other distributions payable pursuant to Section 2.05(c4.2(c) with respect to the Holdco Parent Common Stock issued pursuant to the Wax Initial Merger with respect to Shares with a record and payment date after the Wax First Effective Time and prior to the surrender of such Shares and (ii) cash in lieu of any fractional shares payable pursuant to Section 2.05(e4.2(e). All shares of Holdco Parent Common Stock and cash, together with the amount of any dividends and distributions deposited with the Exchange Agent pursuant to this Section 2.05(a4.2(a), shall hereinafter be referred to as the “Exchange Fund”. The Exchange Agent shall invest the cash portion of the Exchange Fund as directed by Holdco▇▇▇▇▇▇; 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 or any diminution of value with respect to such investments, or the Exchange Fund diminishes for any other reason reasons below the level required to make prompt cash payment of any dividends or other distributions payable pursuant to Section 2.05(c) and any the aggregate cash in lieu portion of any fractional shares payable pursuant to Section 2.05(e)the Merger Consideration as contemplated hereby, Holdco 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 2.05(a4.2(a) shall be promptly returned to HoldcoParent.

Exchange Agent. At the Wax Effective Time, Holdco Parent shall deposit, and Parent shall or cause Holdco to depositbe deposited, with an exchange agent selected by Parent with the Company’s prior written approval prior to the Mailing Dateapproval, which shall not be unreasonably withheld or delayed (the “Exchange Agent”), for the benefit of the holders of Shares (other than Excluded Shares), (Ii) an aggregate number of shares of Holdco Parent Common Stock to be credited in the stock ledger and other appropriate books and records of Holdco issued in uncertificated form or book-entry form and (IIii) an aggregate amount of cash, in each case, comprising approximately the amount amounts required to be delivered pursuant to Section 2.02 4.1(a) in respect of Shares (other than Excluded Shares). In addition, Holdco Parent shall deposit, or cause to be deposited, with the Exchange Agent, as necessary from time to time after the Wax Effective Time, (i) any dividends or other distributions payable pursuant to Section 2.05(c4.2(c) with respect to the Holdco Parent Common Stock issued pursuant to the Wax Merger with respect to Shares with a record and payment date after the Wax Effective Time and prior to the surrender of such Shares and (ii) cash in lieu of any fractional shares payable pursuant to Section 2.05(e4.2(e). All shares of Holdco Parent Common Stock and cash, together with the amount of any such cash dividends and distributions deposited with the Exchange Agent pursuant to this Section 2.05(a4.2(a), shall hereinafter be referred to as the “Exchange Fund”. The Exchange Agent shall invest the cash portion of the Exchange Fund as directed by HoldcoParent; provided that such investments investments, if interest bearing, shall be in obligationsobligations of or guaranteed by the United States of America, in commercial paper obligations rated A-1 or P-1 or better by M▇▇▇▇’▇ Investors Service, Inc. or Standard & Poor’s Corporation, respectively, in certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $1 billion, or in money market funds having a rating in the highest investment category granted by a recognized credit rating agency at the time of acquisition or accounts typical for (including having liquidity typical for) transactions a combination of this naturethe foregoing and, in any such case, no such instrument shall have a maturity exceeding three months. To the extent that there are losses or any diminution of value with respect to such investments, or the Exchange Fund diminishes for any other reason reasons below the level required to make prompt cash payment of any dividends or other distributions payable pursuant to Section 2.05(c) and any the aggregate cash in lieu portion of any fractional shares payable pursuant to Section 2.05(e)the Merger Consideration as contemplated hereby, Holdco 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 2.05(a4.2(a) shall be promptly returned to HoldcoParent.