Common use of Certificates and Payments Clause in Contracts

Certificates and Payments. (a) Following receipt of the Final Order and prior to the Effective Time, Vail or Exchangeco shall deliver or cause to be delivered to the Depositary sufficient funds and certificates representing Vail Shares and Exchangeable Shares to satisfy the aggregate Consideration payable to the Whistler Shareholders in accordance with Section 3.1 plus sufficient funds to satisfy any aggregate cash payment in lieu of fractional Vail Shares or Exchangeable Shares, which cash, Vail Share certificates and Exchangeable Share certificates shall be held by the Depositary as agent and nominee for such former Whistler Shareholders for distribution to such former Whistler Shareholders in accordance with the provisions of this Article 5. (b) Upon surrender to the Depositary for cancellation of a certificate which immediately prior to the Effective Time represented outstanding Whistler Shares that were transferred pursuant to Section 3.1(f), together with a duly completed and executed Letter of Transmittal and Election Form and any such additional documents and instruments as the Depositary may reasonably require, the registered holder of the Whistler Shares represented by such surrendered certificate shall be entitled to receive in exchange therefor, and the Depositary shall deliver to such Whistler Shareholder, the Consideration that such Whistler Shareholder has the right to receive under the Arrangement for such Whistler Shares, less any amounts withheld pursuant to Section 5.3, and any certificate so surrendered shall forthwith be cancelled. (c) After the Effective Time and until surrendered for cancellation as contemplated by Section 5.1(b), each certificate that immediately prior to the Effective Time represented one or more Whistler Shares (other than Whistler Shares held by Vail, Exchangeco or any of their respective Affiliates) shall be deemed at all times to represent only the right to receive in exchange therefor the Consideration that the holder of such certificate is entitled to receive in accordance with Section 3.1, less any amounts withheld pursuant to Section 5.3.

Certificates and Payments. (a) Following receipt of the Final Order and on the Business Day immediately prior to the Effective Time, Vail or Exchangeco Date, (i) Pan American shall deliver or cause to be delivered to the Depositary sufficient funds and certificates representing Vail in escrow the Pan American Shares and Exchangeable cash equal to the Dissent and RSU Loan Amount and such additional cash to be paid to Yamana Shareholders in lieu of fractional Pan American Shares in accordance with Section 3.2, and (ii) Agnico shall deliver or cause to be delivered to the Depositary in escrow the Agnico Shares and cash equal to the aggregate of the Cash Consideration multiplied by the number of Yamana Shares (other than Dissent Shares), the Fractional Share Amount and the Dissent Amount, to satisfy the aggregate Consideration payable to the Whistler Shareholders in accordance with Section 3.1 plus sufficient funds to satisfy any aggregate cash payment in lieu of fractional Vail Shares or Exchangeable Yamana Shareholders, which Pan American Shares, which cash, Vail Share certificates Agnico Shares and Exchangeable Share certificates cash shall be held by the Depositary as agent and nominee for such former Whistler Yamana Shareholders for distribution to such former Whistler Yamana Shareholders in accordance with the provisions of this Article 5. (b) Upon surrender to the Depositary for cancellation of a certificate (if any) which immediately prior to the Effective Time represented outstanding Whistler Yamana Shares that were transferred exchanged pursuant to Section 3.1(f3.1(c), together with a duly completed and executed Letter of Transmittal and Election Form and any such additional documents and instruments as the Depositary may reasonably require, the registered holder of the Whistler Yamana Shares represented by such surrendered certificate shall be entitled to receive in exchange therefor, and the Depositary shall deliver to such Whistler Shareholder, Yamana Shareholder the Consideration that such Whistler Yamana Shareholder has the right to receive under the Arrangement for such Whistler SharesArrangement, less any amounts withheld pursuant to Section 5.3, and any certificate so surrendered shall forthwith be cancelled. (c) After the Effective Time completion of the Arrangement and until surrendered for cancellation as contemplated by Section 5.1(b), each certificate that immediately prior to the Effective Time represented one or more Whistler Shares Y▇▇▇▇▇ ▇▇▇▇▇▇ (other than Whistler Shares Y▇▇▇▇▇ ▇▇▇▇▇▇ held by Vail, Exchangeco or any of their respective Affiliatesa Dissenting Shareholder) shall be deemed at all times to represent only the right to receive in exchange therefor the Consideration that the holder of such certificate is entitled to receive in accordance with Section 3.1, less any amounts withheld pursuant to Section 5.3. (d) On the Effective Date, Yamana shall pay the amounts to be paid to the holders of Yamana RSUs, Yamana PSUs and Yamana DSUs in accordance with Sections 3.1(f), 3.1(g) and 3.1(h), respectively.

Certificates and Payments. 31.1 At the period of Interim Certificates (as defined in the Appendix), the Contractor shall (subject to Clause 14.3 of these Conditions of Contract) on production of a detailed progress statement be entitled to receive in ten working days a certificate from the Contract Manager of the amount due to him from the Employer, which certificate shall include any amounts allowed in respect of Works Contracts together with a sum on account of the Fee and the Preliminaries Payment and the Contractor's Work to be agreed between the Contractor and the Quantity Surveyor and to the Contract Manager shall specify and show separately the amount (if any) allowed in respect of each Works Contractor. Each such certificate shall be honoured by the Employer within twenty-one (21) working days of presentation of same to him by the Contractor. If the amount certified differs from the progress statement submitted by the Contractor the Contract Manager, on request, shall give the Contractor an explanation of the difference. 31.2 The amount stated as due in an Interim Certificate shall be the total value of the Works executed by the Contractor and/or Works Contractors and of materials and goods delivered upon the Site for use thereon by the Contractor and/or Works Contractors together with the agreed sum on account of the Fee and the Preliminaries Payment and the amount of any agreed advance payment to any Works Contractor agreed by the Contract Manager up to the date upon which the Contractor shall have applied for the said certificate less an amount to be retained by the Employer (as hereinafter provided) and less any instalments previously certified under this Clause. Provided that such certificate shall include only the value of the said materials and goods as and from such time as they are in the opinion of the Contract Manager reasonably, properly and not prematurely brought to or placed on the Site and only if adequately stored and/or protected against weather or other casualties. Where in any certificate (of which the Contractor has received payment) the Contract Manager has included the value of any unfixed materials or goods intended for and placed on or adjacent to the Works such materials or goods shall become the property of the Employer and they shall not be removed except for use upon the Works without the authority of the Contract Manager in writing, but the Contractor shall remain responsible for loss or damage to them. 31.3 The amount stated as due on an Interim Certificate may at the discretion of the Contract Manager include the value of any materials or goods before delivery thereof to the Site provided that: (a) Following receipt such materials or goods are intended for inclusion in the Works; (b) nothing remains to be done to such materials or goods to complete the same up to the point of their incorporation in the Works; (c) such materials or goods have been and are set apart at the premises where they have been manufactured or assembled or are stored where such premises must be located within the Republic of Ireland and furthermore have been clearly and visibly marked individually or in sets either by letters or figures or by reference to a pre-determined code so as to identify: (i) where they are stored on premises of the Final Order Contractor, the Employer and prior in other cases the person to whose order they are held; and (ii) their destination as being the Works; (iii) where such materials or goods were ordered from a Supplier by the Contractor or a Works Contractor the contract for the supply is in writing and expressly provides that the property therein shall pass unconditionally to the Effective TimeContractor or to the Works Contractor (as the case may be) not later than the happening of the events set out in paragraphs (ii) and (iii) of this Clause; (iv) where such materials or goods were ordered from a Supplier by a Works Contractor the relevant Works Contract is in writing and expressly provides that on the property in such materials or goods passing to a Works Contract the same shall immediately thereon pass to the Contractor; (v) where such materials or goods were manufactured or assembled by a Works Contractor the Works Contract is in writing and expressly provides that the property in such materials or goods shall pass unconditionally to the Contractor not later than the happening of the events set out in paragraphs (ii) and (iii) of this Clause; (vi) the materials or goods are in accordance with this Contract; and (vii) the Contractor furnishes to the Contract Manager reasonable proof that the property in such materials or goods is vested in him and that the appropriate conditions set out in paragraphs (i) to (vii) of this Clause have been complied with. 31.4 Where in any certificate (of which the Contractor has received payment) the Contract Manager has included the value of any unfixed materials or goods intended for the Works such materials or goods shall become the property of the Employer and they shall not be removed except for use upon the Works without the authority of the Contract Manager in writing, Vail but the Contractor shall remain responsible for loss or Exchangeco shall deliver or cause damage to be them and for the cost of the storage, handling and insurance of the same until such time as they are delivered to the Depositary sufficient funds Works. 31.5 The amount to be retained by the Employer (“the Retention Fund”) shall be such percentage of the value of the work and certificates representing Vail Shares materials as aforesaid as is named in the Appendix as “Percentage of Certified Value Retained”. 31.6 The amounts retained by virtue of this Clause 31.6 shall be dealt with in the following manner:- (a) As and Exchangeable Shares to satisfy the aggregate Consideration payable to the Whistler Shareholders in accordance with Section 3.1 plus sufficient funds to satisfy any aggregate cash payment in lieu of fractional Vail Shares or Exchangeable Shares, which cash, Vail Share certificates and Exchangeable Share certificates when such amounts are so retained they shall be held upon trust without obligation to invest by the Depositary as agent and nominee Employer for such former Whistler Shareholders the Contractor subject to the right of the Employer to have recourse thereto from time to time for distribution to such former Whistler Shareholders in accordance with payment of any amount which he is entitled under the provisions of this Article 5Contract to deduct from any sum due or to become due to the Contractor. (b) Upon surrender to The residue of the Depositary for cancellation amount then so retained under Clause 31.5 shall be included in the next Interim Certificate issued after the Certificate of a certificate which immediately prior to Making Good Defects or the Effective Time represented outstanding Whistler Shares that were transferred pursuant to Section 3.1(f), together with a duly completed and executed Letter of Transmittal and Election Form and any such additional documents and instruments Final Certificate as the Depositary case may reasonably require, the registered holder of the Whistler Shares represented by such surrendered certificate shall be entitled to receive in exchange therefor, and the Depositary shall deliver to such Whistler Shareholder, the Consideration that such Whistler Shareholder has the right to receive under the Arrangement for such Whistler Shares, less any amounts withheld pursuant to Section 5.3, and any certificate so surrendered shall forthwith be cancelledbe. (c) After Within three calendar months of the Effective Time and until surrendered date of Practical Completion of the Works the Contractor shall furnish the Contract Manager with all documents necessary for cancellation as contemplated the purposes of the computations required by Section 5.1(b), each certificate that immediately prior these Conditions of Contract including those relating to the Effective Time represented one or more Whistler Shares accounts of Works Contractors. (d) No Contractor's documents other than Whistler Shares held by Vail, Exchangeco or any of their respective Affiliates) shall be deemed at all times to represent only the right to receive in exchange therefor the Consideration that the holder of such certificate is entitled to receive those furnished in accordance with Section 3.1(i) of this Clause shall be taken into consideration by the Contract Manager in the computation of the amount of the Final Certificate save in circumstances which are adjudged by the Contract Manager to be exceptional or save for any additional documents which the Contract Manager at any time may seek from the Contractor. (e) On compliance by the Contractor with the requirement of Section (a) of this Clause the measurement and valuation of the Works shall proceed and shall be completed within the period of Final Measurement (as defined in the Appendix) and the Contractor shall be supplied with a copy of the priced bills of variations not later than the end of the said period and before the issue of the Final Certificate. (f) When due to exceptional circumstances the Contractor does not furnish the documents as required by Section (i) of this Clause the Contract Manager at his discretion may extend the period for furnishing the said documents and any such extension shall also apply to the Period of Final Measurement and to the date for the issue of the Final Certificate. 31.7 So soon as is practicable but before the expiration of 14 days from the end of the Defects Liability Period stated in the Appendix to these Conditions of Contract or from the Certificate of making good the defects under Clause 27 of the Conditions of Contract or from the Period of Final Measurement whichever is the latest, less the Contract Manager shall give notice to the Contractor and the Employer of his intention to issue the Final Certificate and unless the Contract Manager receives notice of arbitration within 14 days or such other period as may be stated in the Appendix from the Employer or Contractor he shall issue the Final Certificate. The Final Certificate shall state: (a) the sum of the amounts certified for payment under Interim Certificates and the amount of the moiety of the retention money certified at time of Practical Completion; (b) the Contract Sum together with the Fee and the Preliminaries Payment and payment in respect of the Contractor's Work adjusted as necessary in accordance with the terms of these Conditions of Contract; (c) the difference (if any) between the two sums expressed as a balance due to the Contractor from the Employer or to the Employer from the Contractor as the case may be. Subject to any amounts withheld pursuant deductions authorised by these Conditions of Contract the said balance shall as from the twenty-first day after the issue of the said Final Certificate be a debt payable as the case may be by the Employer to Section 5.3the Contractor or by the Contractor to the Employer. (d) The said Final Certificate shall be conclusive in any proceedings arising out of this Contract (whether by arbitration under Clause 34 of these Conditions of Contract or otherwise) that the Works have been properly carried out and completed in accordance with the terms of this Contract and that any necessary effect has been given to all terms of this Contract which require an adjustment to be made to the Contract Sum, the Fee, the Preliminaries Payment and the payment in respect of the Contractor's Work except and insofar as any sum mentioned in the said Final Certificate is erroneous by reason of:- (i) fraud, dishonesty or fraudulent concealment relating to the Works, or any part thereof, or to any matter dealt with in the said Final Certificate; or (ii) any defect (including any omission) in the Works, or any part thereof which reasonable inspection or examination at any reasonable time during the carrying out of the Works or before the issue of the said Final Certificate would not have disclosed. 31.8 Save as aforesaid no certificate of the Contract Manager shall of itself be conclusive evidence that any works, materials or goods to which it relates are in accordance with this Contract. 31.9 If the Contract Manager fails to issue a Final Certificate, then the Contractor shall be entitled to charge to the Employer interest on the amount of the Final Certificate at the Contractor's current AA bank's rate of interest on overdrafts applicable at the time of non-payment until such time as the Final Certificate is issued. 31.10 If the Employer does not pay to the Contractor any amount certified within the period stipulated for payment thereof, the Contractor may, without prejudice to the other rights and remedies after seven working days from the latest date on which the certificate should have been honoured, be entitled to charge interest to the Employer on the amount outstanding in respect of such Certificate at the Contractor's current AA bank's rate of interest on overdrafts applicable at the time of non-payment until such time as payment is made by the Employer.

Certificates and Payments. (a) Following receipt of the Final Order and prior to the Effective Time, Vail or Exchangeco West Fraser shall deliver or cause arrange to be delivered to the Depositary sufficient funds and certificates representing Vail Shares and Exchangeable Shares to satisfy the aggregate Consideration payable to the Whistler Shareholders in accordance with Section 3.1 plus sufficient funds to satisfy any aggregate cash payment in lieu of fractional Vail Shares or Exchangeable Shares, which cash, Vail Share certificates and Exchangeable Share certificates shall be held by the Depositary as agent and nominee for such former Whistler Shareholders for distribution to such former Whistler Shareholders in accordance with the provisions of this Article 5Consideration. (b) Upon surrender to the Depositary for cancellation of a certificate which immediately prior to the Effective Time represented outstanding Whistler Qualifying Holdco Shares or Norbord Shares that were transferred pursuant to Section 3.1(e) or 3.1(f), together with a duly completed and executed Letter of Transmittal and Election Form and any such additional documents and instruments as the Depositary may reasonably require, the registered holder of Qualifying Holdco Shareholder or the Whistler Shares Shareholder represented by such surrendered certificate shall be entitled to receive in exchange therefor, and the Depositary shall deliver to such Whistler Qualifying Holdco Shareholder or Shareholder, the Holdco Share Consideration that or the Consideration, as applicable, which such Whistler Shareholder has the right to receive under the Arrangement for such Whistler Qualifying Holdco Shares or Norbord Shares, less any amounts withheld pursuant to Section 5.35.1(g), and any certificate so surrendered shall forthwith be cancelled. (c) After the Effective Time and until Until surrendered for cancellation as contemplated by this Section 5.1(b)5.1, each certificate that immediately prior to the Effective Time represented one Qualifying Holdco Shares or more Whistler Norbord Shares (other than Whistler Shares held by Vailthat were transferred pursuant to Section 3.1(e) and Section 3.1(f), Exchangeco or any of their respective Affiliates) respectively, shall be deemed at all times after the Effective Time of Section 3.1(e) and Section 3.1(f), respectively, to represent only the right to receive in exchange therefor upon such surrender the Holdco Share Consideration or the Consideration that (as applicable) to which the holder of such certificate is entitled to receive in accordance with lieu of such certificate as contemplated in this Section 3.15.1, less any amounts withheld pursuant to Section 5.35.1(g). Any such certificate formerly representing Norbord Shares or Qualifying Holdco Shares not duly surrendered on or before the sixth anniversary of the Effective Date shall cease to represent a claim by or interest of any former holder of Norbord Shares or Qualifying Holdco Shares of any kind or nature against or in Norbord or West Fraser. On such date, all Consideration or Holdco Share Consideration to which such former holder was entitled shall be deemed to have been surrendered and forfeited to West Fraser or Norbord, as applicable. (d) Any payment made by way of cheque by the Depositary pursuant to the Plan of Arrangement that has not been deposited or has been returned to the Depositary or that otherwise remains unclaimed, in each case, on or before the sixth anniversary of the Effective Time, and any right or claim to payment hereunder that remains outstanding on the sixth anniversary of the Effective Time shall cease to represent a right or claim of any kind or nature and the right of any Shareholder to receive the Consideration for Norbord Shares or of any Qualifying Holdco Shareholder to receive the Holdco Share Consideration pursuant to this Plan of Arrangement shall terminate and be deemed to be surrendered and forfeited to West Fraser or Norbord, as applicable. (e) In the event any certificate which immediately prior to the Effective Time represented one or more outstanding Norbord Shares that were transferred pursuant to Section 3.1(f) shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such certificate to be lost, stolen or destroyed, the Depositary will issue in exchange for such lost, stolen or destroyed certificate, the Consideration deliverable in accordance with such holder’s Letter of Transmittal. When authorizing such payment in exchange for any lost, stolen or destroyed certificate, the Person to whom such cash is to be delivered shall as a condition precedent to the delivery of such cash, give a bond satisfactory to West Fraser and the Depositary (acting reasonably) in such sum as West Fraser may direct, or otherwise indemnify West Fraser and Norbord in a manner satisfactory to West Fraser and Norbord, acting reasonably, against any claim that may be made against West Fraser and Norbord with respect to the certificate alleged to have been lost, stolen or destroyed. (f) On the Effective Date, Norbord shall deliver, or shall cause to be delivered, to each holder of Incentive Securities, as reflected on the register maintained by or on behalf of Norbord in respect of such Incentive Securities, a cheque representing the cash payment, if any, which such holder of Incentive Securities has the right to receive under this Plan of Arrangement for such Incentive Security, less any amounts withheld pursuant to Section 5.1(h) hereof. (g) West Fraser, Norbord and the Depositary shall be entitled to deduct and withhold from any amount payable or deliverable to any Person under the Plan of Arrangement and from all dividends or other distributions or other consideration or payments otherwise payable or deliverable to any former securityholders of Norbord, such amounts as West Fraser, Norbord or the Depositary, as applicable, determines are required to be deducted and withheld with respect to such payment or delivery under the Tax Act or any provision of any other Law in respect of Taxes, or to meet any related remittance requirement (collectively, a “Withholding Obligation”). To the extent that amounts are so withheld, deducted and remitted, such amounts shall be treated for all purposes hereof as having been paid to the Person in respect of which such withholding was made. (h) Any exchange or transfer of Norbord Shares and Qualifying Holdco Shares pursuant to this Plan of Arrangement shall be free and clear of any Liens or other claims of third parties of any kind.

Certificates and Payments. (a) Following receipt of the Final Order and prior to the Effective Time, Vail or Exchangeco the Purchaser shall deliver or cause arrange to be delivered to the Depositary sufficient funds and certificates representing Vail the Purchaser Closing Shares and Exchangeable Shares required to satisfy the aggregate Consideration payable be issued to the Whistler Common Shareholders in accordance with Section 3.1 plus sufficient funds to satisfy any aggregate cash payment in lieu of fractional Vail Shares or Exchangeable Shares3.1(b) hereof, which cash, Vail Share certificates and Exchangeable Purchaser Closing Share certificates shall be held by the Depositary as agent and nominee for such former Whistler Common Shareholders for distribution to such former Whistler Common Shareholders in accordance with the provisions of this Article 55 hereof. (b) Within 3 Business Days following the occurrence of a Contingent Payment Event (provided such event occurs on or prior to the Contingent Payment Deadline), the Purchaser shall deliver or arrange to be delivered to the Depositary certificates representing the Purchaser Contingent Shares required to be issued to the Common Shareholders in accordance with Section 3.1(b) hereof, which Purchaser Contingent Share certificates shall be held by the Depositary as agent and nominee for such former Common Shareholders for distribution to such former Common Shareholders in accordance with the provisions of Article 5 hereof. For greater certainty, where Purchaser Closing Share certificates have already been delivered to Common Shareholders in accordance with the provisions of Article 5 hereof, the Purchaser Contingent Share certificates will be delivered to Common Shareholders without any further action required on behalf of such Common Shareholders, other than as may be necessary in accordance with Section 5.1(f). (c) Upon surrender to the Depositary for cancellation of a certificate which immediately prior to the Effective Time represented outstanding Whistler Common Shares that were transferred pursuant to Section 3.1(f3.1(b), together with a duly completed and executed Letter of Transmittal and Election Form and any such additional documents and instruments as the Depositary may reasonably require, the registered holder of the Whistler Shares Shareholder represented by such surrendered certificate shall be entitled to receive in exchange therefor, and the Depositary shall deliver to such Whistler Shareholder, the Consideration that which such Whistler Shareholder has the right to receive under the Arrangement for such Whistler Common Shares, less any amounts withheld pursuant to Section 5.35.1(f), and any certificate so surrendered shall forthwith be cancelled. (cd) After the Effective Time and until Until surrendered for cancellation as contemplated by this Section 5.1(b)5.1, each certificate that immediately prior to the Effective Time represented one or more Whistler Common Shares (other than Whistler Shares held by Vail, Exchangeco or any of their respective Affiliates) shall be deemed at all times after the Effective Time to represent only the right to receive in exchange therefor upon such surrender the Consideration that to which the holder of such certificate is entitled to receive in accordance with lieu of such certificate as contemplated in this Section 3.15.1, less any amounts withheld pursuant to Section 5.35.1(f). Any such certificate formerly representing Common Shares not duly surrendered on or before the sixth anniversary of the Effective Date shall cease to represent a claim by or interest of any former holder of Common Shares of any kind or nature against or in Company or Purchaser Sub. On such date, all Consideration to which such former holder was entitled shall be deemed to have been surrendered and forfeited to Purchaser, Purchaser Sub or Company, as applicable. (e) In the event any certificate which immediately prior to the Effective Time represented one or more outstanding Common Shares that were transferred pursuant to Section 3.1(b) shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such certificate to be lost, stolen or destroyed, the Depositary will issue in exchange for such lost, stolen or destroyed certificate, the Consideration deliverable in accordance with such holder’s Letter of Transmittal. When authorizing such payment in exchange for any lost, stolen or destroyed certificate, the Person to whom such Consideration is to be delivered shall as a condition precedent to the delivery of such Consideration, give a bond satisfactory to Purchaser and the Depositary (acting reasonably) in such sum as Purchaser may direct, or otherwise indemnify Purchaser and Company in a manner satisfactory Purchaser and Company, acting reasonably, against any claim that may be made against Purchaser, Purchaser Sub and Company with respect to the certificate alleged to have been lost, stolen or destroyed. (f) The Purchaser, Purchaser Sub, Company or the Depositary shall be entitled to deduct and withhold from any amount payable to any Person under the Plan of Arrangement, such amounts as Purchaser, Purchaser Sub, Company or the Depositary determines, acting reasonably, are required or permitted to be deducted and withheld with respect to such payment under the Tax Act, the United States Internal Revenue Code of 1986 or any provision of any other Law (a “Withholding Obligation”). To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes hereof as having been paid to the Person in respect of which such withholding was made, provided that such amounts are actually remitted to the appropriate taxing authority. The Purchaser, Purchaser Sub, Company or the Depositary shall also have the right to withhold such number of Purchaser Shares issued or issuable to such Person pursuant to this Plan of Arrangement as would be necessary to produce sale proceeds (after deducting reasonable commissions payable to the broker and other reasonable costs and expenses) sufficient to fund any Withholding Obligations. (g) Any exchange or transfer of Common Shares pursuant to this Plan of Arrangement shall be free and clear of any Liens or other claims of third parties of any kind.

Certificates and Payments. (a) Following receipt of the Final Order and prior to the Effective Time, Vail or Exchangeco Neuronetics shall deliver or cause to be delivered to the Depositary sufficient funds and certificates representing Vail such number of Neuronetics Shares and Exchangeable Shares required to satisfy the aggregate Consideration payable to the Whistler Greenbrook Shareholders in accordance with Section 3.1 plus sufficient funds to satisfy any aggregate cash payment in lieu of fractional Vail Shares or Exchangeable Shares3.1, which cash, Vail Share certificates and Exchangeable Share certificates Neuronetics Shares shall be held by the Depositary as agent and nominee for such former Whistler Greenbrook Shareholders for distribution to such former Whistler Greenbrook Shareholders in accordance with the provisions of this Article 5. (b) Upon surrender to the Depositary for cancellation of a certificate which or a direct registration statement (“DRS”) Advice that immediately prior to the Effective Time represented outstanding Whistler Greenbrook Shares that were transferred pursuant to Section 3.1(f3.1(h), together with a duly completed and executed Letter of Transmittal and Election Form and any such additional documents and instruments as the Depositary may reasonably require, the registered holder of the Whistler Greenbrook Shares represented by such surrendered certificate or DRS Advice shall be entitled to receive in exchange therefor, and the Depositary shall deliver to such Whistler Shareholder, Greenbrook Shareholder a certificate or DRS Advice representing the Consideration that such Whistler Greenbrook Shareholder has the right to receive under the Arrangement for such Whistler Greenbrook Shares, less any amounts withheld pursuant to Section 5.3, and any certificate or DRS Advice so surrendered shall forthwith be cancelled. (c) After the Effective Time and until surrendered for cancellation as contemplated by Section 5.1(b), each certificate or DRS Advice that immediately prior to the Effective Time represented one or more Whistler Greenbrook Shares (other than Whistler Greenbrook Shares held by Vail, Exchangeco Neuronetics or any of their respective Affiliatesits affiliates) shall be deemed at all times to represent only the right to receive in exchange therefor the Consideration that the holder of such certificate or DRS Advice is entitled to receive in accordance with Section 3.1, less any amounts withheld pursuant to Section 5.3. (d) Following receipt of the Final Order and prior to the Effective Time, Greenbrook shall deliver or cause to be delivered to the Depositary (unless the parties otherwise agree) sufficient funds to satisfy the aggregate amount of cash payable to the holders of the Greenbrook DSUs in accordance with Section 3.1, which cash shall be held by the Depositary as agent and nominee for such former holder of Greenbrook DSUs for distribution to such former holder of Greenbrook DSUs in accordance with the provisions of this Article 5. The delivery of such funds to the Depositary following receipt of the Final Order and prior to the Effective Time shall constitute full satisfaction of the rights of former holders of Greenbrook DSUs and such former holders of Greenbrook DSUs shall have no claim against Greenbrook or Neuronetics except to the extent that the funds delivered by Greenbrook to the Depositary (except to the extent such funds are withheld in accordance with Section 5.3) are insufficient to satisfy the amounts payable to such former holders of Greenbrook DSUs or are not paid by the Depositary to such former holders of Greenbrook DSUs in accordance with the terms hereof. As soon as practicable after the Effective Time, the Depositary shall pay or cause to be paid the amounts, less applicable withholdings, to be paid to former holders of Greenbrook DSUs pursuant to this Plan of Arrangement. Notwithstanding the foregoing, at the election of Greenbrook, Greenbrook shall be entitled to pay the cash payable to the former holders of the Greenbrook DSUs pursuant to Section 3.1(d) through its payroll service provider following the Effective Date.

Certificates and Payments. (a) Following receipt of the Final Order and on the day immediately prior to the Effective TimeDate, Vail or Exchangeco Gold Fields shall deliver or cause to be delivered to the Depositary sufficient funds and certificates representing Vail Shares and Exchangeable in escrow the Consideration Shares to satisfy the aggregate Consideration payable to the Whistler Yamana Shareholders in accordance with Section 3.1 plus sufficient funds to satisfy any aggregate cash payment in lieu of fractional Vail Shares or Exchangeable Shares3.1(d), which cash, Vail Share certificates and Exchangeable Share certificates Consideration Shares shall be held by the Depositary as agent and nominee for such former Whistler Yamana Shareholders for distribution to such former Whistler Yamana Shareholders in accordance with the provisions of this Article 5. (b) Following receipt of the Final Order and on the day immediately prior to the Effective Date, Y▇▇▇▇▇ shall deliver or cause to be delivered to the Depositary in escrow the Yamana Warrant Consideration payable to the Yamana Warrantholders in accordance with Sections 3.1(a) and 3.1(b), which cash shall be held by the Depositary as agent and nominee for such former Yamana Warrantholders for distribution to such former Yamana Warrantholders in accordance with the provisions of this Article 5. (c) Upon surrender to the Depositary for cancellation of a certificate (if any) which immediately prior to the Effective Time represented outstanding Whistler Yamana Shares that were transferred pursuant to Section 3.1(f3.1(d), together with a duly completed and executed Letter of Transmittal and Election Form and any such additional documents and instruments as the Depositary may reasonably require, the registered holder of the Whistler Yamana Shares represented by such surrendered certificate shall be entitled to receive in exchange therefor, and the Depositary shall deliver to such Whistler Shareholder, Yamana Shareholder the Consideration that such Whistler Yamana Shareholder has the right to receive under the Arrangement for such Whistler Yamana Shares, less any amounts withheld pursuant to Section 5.3, and any certificate so surrendered shall forthwith be cancelled. (cd) Upon surrender to the Depositary for cancellation of a certificate (if any) which immediately prior to the Effective Time represented outstanding Yamana Certificated Warrants or Yamana Indenture Warrants, as applicable, that were transferred pursuant to Section 3.1(a) and 3.1(b), together with a duly completed and executed Yamana Warrant Letter of Transmittal and any such additional documents and instruments as the Depositary may reasonably require, the registered holder of the Yamana Certificated Warrants or Yamana Indenture Warrants represented by such surrendered certificate shall be entitled to receive in exchange therefor, and the Depositary shall deliver to such Yamana Warrantholder the Yamana Warrant Consideration that such Yamana Warrantholder has the right to receive under the Arrangement for such Yamana Certificated Warrants or Yamana Indenture Warrants, less any amounts withheld pursuant to Section 5.3, and any certificate so surrendered shall forthwith be cancelled. (e) After the Effective Time and until surrendered for cancellation as contemplated by Section 5.1(b5.1(c), each certificate that immediately prior to the Effective Time represented one or more Whistler Yamana Shares (other than Whistler Y▇▇▇▇▇ ▇▇▇▇▇▇ held by a Dissenting Shareholder and Yamana Shares held by Vail, Exchangeco Gold Fields or any of their respective Affiliatesits affiliates) shall be deemed at all times to represent only the right to receive in exchange therefor the Consideration that the holder of such certificate is entitled to receive in accordance with Section 3.1, less any amounts withheld pursuant to Section 5.3. (f) After the Effective Time and until surrendered for cancellation as contemplated by Section 5.1(d), each certificate that immediately prior to the Effective Time represented one or more Yamana Certificated Warrants or Yamana Indenture Warrants shall be deemed at all times to represent only the right to receive in exchange therefor the Yamana Warrant Consideration that the holder of such certificate is entitled to receive in accordance with Section 3.1, less any amounts withheld pursuant to Section 5.3. (g) On the Effective Date, Gold Fields shall deliver or cause to be delivered to the holders of the Yamana RSUs sufficient Gold Fields ADSs to satisfy the aggregate consideration payable to the holders of Yamana RSUs in accordance with Section 3.1(e). (h) On the Effective Date, Yamana shall pay the amounts to be paid to the holders of Yamana PSUs and Yamana DSUs in accordance with Sections 3.1(f) and 3.1(g), respectively.

Certificates and Payments. (a) Following receipt of the Final Order and Order, on or immediately prior to the Effective TimeDate, Vail or Exchangeco Purchaser shall deliver or cause to be delivered to the Depositary sufficient funds and certificates representing Vail Shares and Exchangeable Shares to satisfy the aggregate Consideration consideration payable to the Whistler former XS Shareholders in accordance with Section 3.1 plus sufficient funds to satisfy any aggregate cash payment in lieu of fractional Vail Shares or Exchangeable Shares2.3(e), which cash, Vail Share certificates and Exchangeable Share certificates funds shall be held by the Depositary in escrow as agent and nominee for such former Whistler XS Shareholders for distribution to such former Whistler Shareholders thereto in accordance with the provisions of this Article 54. (b) Upon The Depositary shall deliver the aggregate Purchase Price payable pursuant to the terms of the Arrangement Agreement in respect of those XS Shares that were transferred or deemed to be transferred pursuant to Section 2.3(e) and that were held on a book-entry basis at the time they were transferred or deemed to be transferred, less any amounts withheld pursuant to Section 2.5, in accordance with normal industry practice for payments relating to securities held on a book-entry only basis. With respect to those XS Shares not held on a book-entry basis, upon surrender to the Depositary for cancellation of a certificate certificate, if applicable, which immediately prior to the Effective Time represented outstanding Whistler XS Shares that were transferred pursuant to Section 3.1(f2.3(e), together with a duly completed and executed Letter of Transmittal and Election Form and any such additional documents and instruments as the Depositary may reasonably require, the registered holder of the Whistler XS Shares represented by such surrendered certificate shall be entitled to receive in exchange therefor, and the Depositary shall deliver to such Whistler XS Shareholder, as soon as practicable, the Consideration aggregate Purchase Price that such Whistler XS Shareholder has the right is entitled to receive under pursuant to Section 2.3(e) and the Arrangement for Agreement in respect of such Whistler XS Shares, less any amounts withheld pursuant to Section 5.32.5, and any certificate so surrendered shall forthwith be cancelled. (c) After the Effective Time and until surrendered for cancellation as contemplated by Section 5.1(b4.1(b), each certificate that immediately prior to the Effective Time represented one or more Whistler XS Shares (other than Whistler XS Shares held by VailPurchaser or its affiliates, Exchangeco or and other than any of their respective AffiliatesDissent Shares which are subject to the procedures set forth in Section 3.1(a)(i)) shall be deemed at all times to represent only the right to receive from the Depositary in exchange therefor the Consideration consideration that the holder of such certificate is entitled to receive in accordance with Section 3.12.3, less any amounts withheld pursuant to Section 5.32.5. (d) No holder of XS Shares shall be entitled to receive any consideration with respect to such XS Shares other than any payment to which such holder is entitled to receive in accordance with Section 2.3(e) and, for greater certainty, no such holder will be entitled to receive any interest, dividends, premium or other payment in connection therewith.

Certificates and Payments. (a) Following receipt of the Final Order and prior to the Effective Time, Vail or Exchangeco VAALCO and AcquireCo shall deliver or cause to be delivered to the Depositary sufficient funds and certificates representing Vail such number of VAALCO Shares and Exchangeable Shares required to satisfy the aggregate Consideration payable to the Whistler TransGlobe Shareholders in accordance with Section 3.1 plus sufficient funds to satisfy any aggregate cash payment in lieu of fractional Vail which VAALCO Shares or Exchangeable Shares, which cash, Vail Share certificates and Exchangeable Share certificates shall be held by the Depositary as agent and nominee for such former Whistler TransGlobe Shareholders for distribution to such former Whistler TransGlobe Shareholders in accordance with the provisions of this Article 5. (b) Upon surrender to the Depositary for cancellation of a certificate which immediately prior to the Effective Time represented outstanding Whistler TransGlobe Shares that were transferred pursuant to Section 3.1(f), together with a duly completed and executed Letter of Transmittal and Election Form and any such additional documents and instruments as the Depositary may reasonably require, the registered holder of the Whistler TransGlobe Shares represented by such surrendered certificate shall be entitled to receive in exchange therefor, and the Depositary shall deliver to such Whistler Shareholder, TransGlobe Shareholder the Consideration that such Whistler TransGlobe Shareholder has the right to receive under the Arrangement for such Whistler TransGlobe Shares, less any amounts withheld pursuant to Section 5.3, and any certificate so surrendered shall forthwith be cancelled. (c) After the Effective Time and until surrendered for cancellation as contemplated by Section 5.1(b), each certificate that immediately prior to the Effective Time represented one or more Whistler TransGlobe Shares (other than Whistler TransGlobe Shares held by VailVAALCO, Exchangeco AcquireCo or any of their respective Affiliatesaffiliates) shall be deemed at all times to represent only the right to receive in exchange therefor the Consideration that the holder of such certificate is entitled to receive in accordance with Section 3.1, less any amounts withheld pursuant to Section 5.3. (d) Following receipt of the Final Order and prior to the filing of the Articles of Arrangement, TransGlobe shall deliver or cause to be delivered to the Depositary (unless the parties otherwise agree) sufficient funds to satisfy the aggregate amount of cash payable to the holders of the TransGlobe Options, TransGlobe Surrendered DSUs, TransGlobe Surrendered PSUs and TransGlobe Surrendered RSUs, in accordance with Section 3.1, which cash shall be held by the Depositary as agent and nominee for such former holders of TransGlobe Options, TransGlobe Surrendered DSUs, TransGlobe Surrendered PSUs and TransGlobe Surrendered RSUs for distribution to such former holders of TransGlobe Options, TransGlobe Surrendered DSUs, TransGlobe Surrendered PSUs and TransGlobe Surrendered RSUs in accordance with the provisions of this Article 5. The delivery of such funds to the Depositary following receipt of the Final Order and prior to the Effective Time shall constitute full satisfaction of the rights of former holders of TransGlobe Options, TransGlobe Surrendered DSUs, TransGlobe Surrendered PSUs and TransGlobe Surrendered RSUs and such former holders of TransGlobe Options, TransGlobe Surrendered DSUs, TransGlobe Surrendered PSUs and TransGlobe Surrendered RSUs shall have no claim against TransGlobe, AcquireCo or VAALCO except to the extent that the funds delivered by TransGlobe to the Depositary (except to the extent such funds are withheld in accordance with Section 5.3) are insufficient to satisfy the amounts payable to such former holders of TransGlobe Options, TransGlobe Surrendered DSUs, TransGlobe Surrendered PSUs and TransGlobe Surrendered RSUs or are not paid by the Depositary to such former holders of TransGlobe Options, TransGlobe Surrendered DSUs, TransGlobe Surrendered PSUs and TransGlobe Surrendered RSUs in accordance with the terms hereof. As soon as practicable after the Effective Time, the Depositary shall pay or cause to be paid the amounts, less applicable withholdings, to be paid to former holders of TransGlobe Options, TransGlobe Surrendered DSUs, TransGlobe Surrendered PSUs and TransGlobe Surrendered RSUs pursuant to this Plan of Arrangement. Notwithstanding the foregoing, at the election of TransGlobe, TransGlobe shall be entitled to pay the cash payable to the former holders of TransGlobe Options, TransGlobe Surrendered DSUs, TransGlobe Surrendered PSUs and TransGlobe Surrendered RSUs pursuant to Section 3.1 through its payroll service provider following the Effective Date.