Common use of Delivery of Consideration Clause in Contracts

Delivery of Consideration. (a) Upon surrender to the Depositary for cancellation of a certificate which immediately prior to the Effective Time represented one or more outstanding Acquired Units, other than the BPYU Shares, together with a duly completed and executed Letter of Transmittal and Election Form, and such additional documents and instruments as the Depositary may reasonably require, the holder of such surrendered certificate shall be entitled to receive in exchange therefor, and the Depositary shall deliver to such holder following the Effective Time (in each case, less any amounts withheld pursuant to Section 5.4 hereof), (i) a certificate representing the number of BAM Shares or BAM Exchange LP Units to which such holder is entitled to receive under the Arrangement, as applicable, (ii) a certificate representing the number of New Preferred Units to which such holder is entitled to receive under the Arrangement, as applicable, and (iii) a cheque or, for any payment in excess of C$25 million, a wire transfer of immediately available funds for the cash consideration to which such holder is entitled to under the Arrangement, as applicable. (b) Pursuant to Section C(3)(h) of the BPYU Certificate of Incorporation, as contemplated by this Plan of Arrangement, each outstanding BPYU Share will automatically be exchanged for the Default Consideration, subject to proration in accordance with Section 3.3, without any act or formality required on the part of the BPYU Stockholders, and the Depositary shall deliver, or shall cause to be delivered, to such holder following the Effective Time (in each case, less any amounts withheld pursuant to Section 5.4 hereof), (i) a certificate representing the number of BAM Shares to which such holder is entitled to receive, as applicable, (ii) a certificate representing the number of New Preferred Units to which such holder is entitled to receive, as applicable, and (iii) a cheque or, for any payment in excess of C$25 million, a wire transfer of immediately available funds for the cash consideration to which such holder is entitled to receive, as applicable. (c) After the Effective Time and until surrendered for cancellation as contemplated by Section 5.1(a) hereof, each certificate which immediately prior to the Effective Time represented one or more Acquired Units shall be deemed at all times to represent only the right to receive in exchange therefor the entitlements which the holder of such certificate is entitled to receive in accordance with Section 5.1(a) hereof.

Delivery of Consideration. (a) At or before the Effective Time, Triple Flag shall deposit or cause to be deposited with the Depositary, for the benefit of and to be held on behalf of the Company Shareholders, a treasury order or other evidence regarding the issuance of, the aggregate number of Triple Flag Common Shares to satisfy the aggregate number of Triple Flag Common Shares payable to Company Shareholders; (ii) sufficient funds to satisfy the aggregate cash Consideration payable to the Company Shareholders, which cash shall be held by the Depositary in escrow as agent and nominee for such former Company Shareholders; in each case for distribution thereto in accordance with the provisions of this Article 6. All cash deposited with the Depositary shall be held in an interest bearing account, and any interest earned on such funds shall be for the account of Triple Flag. (b) Upon surrender to the Depositary for cancellation of a certificate which immediately prior to the Effective Time represented one or more outstanding Acquired Units, other than the BPYU Shares, together with Company Common Shares represented by a duly completed and executed Letter of Transmittal and Election Form, together with the certificate(s), if any, which immediately prior to the Effective Time represented such Company Common Share(s) and any such additional documents and instruments as the Depositary may reasonably require, the holder of such each Company Common Share so surrendered certificate shall be entitled to receive in exchange thereforexchanged by the Depositary, and the Depositary shall deliver to the applicable Company Shareholder, as soon as practicable and in accordance with Section 4.2(c), a treasury order or other evidence of, Triple Flag Common Shares that such holder following Company Shareholder is entitled to receive under the Effective Time (in each caseArrangement or the cash consideration, as applicable, less any amounts withheld pursuant to Section 5.4 hereof6.3. (c) As soon as practicable after the Effective Time, the Company shall deliver to each holder of Company RSUs (as reflected on the register maintained by or on behalf of the Company in respect of Company RSUs), a cheque (ior other form of immediately available funds) a certificate representing the number of BAM Shares or BAM Exchange LP Units to which cash amount that such holder is entitled to receive under the Arrangement, as applicable, (ii) a certificate representing the number of New Preferred Units to which such holder is entitled to receive under the Arrangement, as applicable, and (iii) a cheque or, for any payment in excess of C$25 million, a wire transfer of immediately available funds for the cash consideration to which such holder is entitled to under the Arrangement, as applicable. (b) Pursuant pursuant to Section C(3)(h) of the BPYU Certificate of Incorporation, as contemplated by this Plan of Arrangement, each outstanding BPYU Share will automatically be exchanged for the Default Consideration, subject to proration in accordance with Section 3.3, without any act or formality required on the part of the BPYU Stockholders, and the Depositary shall deliver, or shall cause to be delivered, to such holder following the Effective Time (in each case3.1(c)(iii), less any amounts withheld pursuant to Section 5.4 hereof), (i) a certificate representing the number of BAM Shares to which such holder is entitled to receive, as applicable, (ii) a certificate representing the number of New Preferred Units to which such holder is entitled to receive, as applicable, and (iii) a cheque or, for any payment in excess of C$25 million, a wire transfer of immediately available funds for the cash consideration to which such holder is entitled to receive, as applicable6.3. (cd) After the Effective Time and until Until surrendered for cancellation as contemplated by this Section 5.1(a) hereof6.1, each certificate which that immediately prior to the Effective Time represented one or more Acquired Units outstanding Company Common Shares shall be deemed at all times deemed, immediately after the completion of the transactions contemplated in Section 4.2(c), to represent only the right to receive upon such surrender the Consideration for such Company Common Shares. (e) If any former Company Shareholder fails to deliver to the Depositary the certificates, document or instruments required to be delivered to the Depositary under Section 6.1(b) or Section 6.2 in exchange therefor order for such former Company Shareholder to receive the entitlements Consideration which such former holder is entitled to receive pursuant to Section 3.1, or any payment made by way of cheque by the Depositary or by the Company pursuant to the Arrangement has not been deposited or has been returned to the Depositary or the Company or otherwise remains unclaimed, in each case, on or before the sixth (6th) anniversary of the Effective Date, then on the sixth (6th) anniversary of the Effective Date (i) such former Company Shareholder shall be deemed to have donated and forfeited to Triple Flag or its successors, all such Consideration held by the Depositary in trust for such former holder to which such former holder is entitled, (ii) any right or claim to payment hereunder that remains outstanding shall cease to represent a right or claim of any kind or nature, (iii) any certificate or other documentation representing Company Common Shares formerly held by such former Company Shareholder shall cease to represent a right or claim of any kind or nature, and (iv) the Triple Flag Common Shares which such former Company Shareholder was entitled to receive shall be automatically transferred to Triple Flag and the certificates, documents or other instruments representing such Triple Flag Common Shares shall be delivered by the Depositary to Triple Flag for cancellation and the interest of such certificate former Company Shareholder in such Triple Flag Common Shares shall be cancelled. (f) No Affected Securityholder shall be entitled to receive any consideration with respect to Affected Securities other than the consideration to which such Affected Securityholder is entitled to receive in accordance with Section 5.1(a3.1 and no such Affected Securityholder shall be entitled to receive any interest, dividends, premium or other payment in connection therewith, other than any declared but unpaid dividends with a record date prior to the Effective Date. No dividend or other distribution declared or made after the Effective Time with respect to Affected Securities or with a record date on or after the Effective Date shall be delivered to the holder of any unsurrendered certificate which, immediately prior to the Effective Date, represented outstanding Affected Securities. (g) hereofAll dividends payable with respect to any Triple Flag Common Shares allotted and issued pursuant to this Arrangement for which a certificate or other evidence of such Triple Flag Common Shares has not been issued shall be paid or delivered to the Depositary to be held by the Depositary in trust for the registered holder thereof. All monies received by the Depositary shall be invested by it in interest-bearing trust accounts upon such terms as the Depositary may reasonably deem appropriate. The Depositary shall pay and deliver to any such registered holder, as soon as reasonably practicable after application therefor is made by the registered holder to the Depositary in such form as the Depositary may reasonably require, such dividends and any interest thereon to which such holder is entitled, net of applicable withholding and other taxes.

Delivery of Consideration. (a) Upon surrender At or before the Effective Time, the Purchaser will deposit or cause to be deposited with the Depositary cash in an aggregate amount sufficient to satisfy the payment of obligations contemplated by Section 3.1(a), 3.1(b), and 3.1(e) (calculated without reference to whether any Shareholders have exercised exercise Dissent Rights). Such amount will be held for the purpose of satisfying such obligations. The cash so deposited shall be held in a corporate interest bearing account and any interest earned on such funds will be for the account of the Purchaser or its successors. (b) As soon as practicable following the later of the Effective Time and the delivery to the Depositary for cancellation by or on behalf of a certificate which immediately prior to the Effective Time represented one former holder of Options, Warrants or more outstanding Acquired Units, other than the BPYU Shares, together with Shares of a duly completed and executed Letter of Transmittal and Election Form, and such additional documents and instruments as the Depositary may reasonably requirerequire including, in the case of the Shares, a certificate which immediately prior to the Effective Time represented the outstanding Shares that were transferred under Section 3.1(e), and such other documents and instruments as would have been required to effect such transfer under the BCBCA and the articles and by-laws of the Company after giving effect to Section 3.1(e), the former holder of such surrendered certificate shall Options, Warrants and Shares will be entitled to receive in exchange thereforthe cash payment or payments which such former holder is entitled to receive pursuant to Sections 3.1(a)(i), and the Depositary shall deliver to such holder following the Effective Time (in each case3.1(b)(i) or 3.1(e), as applicable, less any amounts withheld pursuant to Section 5.4 hereof), (i) a certificate representing the number of BAM Shares or BAM Exchange LP Units to which such holder is entitled to receive under the Arrangement, as applicable, (ii) a certificate representing the number of New Preferred Units to which such holder is entitled to receive under the Arrangement, as applicable, and (iii) a cheque or, for any payment in excess of C$25 million, a wire transfer of immediately available funds for the cash consideration to which such holder is entitled to under the Arrangement, as applicable. (b) Pursuant to Section C(3)(h) of the BPYU Certificate of Incorporation, as contemplated by this Plan of Arrangement, each outstanding BPYU Share will automatically be exchanged for the Default Consideration, subject to proration in accordance with Section 3.3, without any act or formality required on the part of the BPYU Stockholders, and the Depositary shall deliver, or shall cause to be delivered, to such holder following the Effective Time (in each case, less any amounts withheld pursuant to Section 5.4 hereof), (i) a certificate representing the number of BAM Shares to which such holder is entitled to receive, as applicable, (ii) a certificate representing the number of New Preferred Units to which such holder is entitled to receive, as applicable, and (iii) a cheque or, for any payment in excess of C$25 million, a wire transfer of immediately available funds for the cash consideration to which such holder is entitled to receive, as applicable5.4. (c) After the Effective Time and until Until surrendered for cancellation as contemplated by this Section 5.1(a) hereof5.1, each certificate which immediately prior to the Effective Time represented one or more Acquired Units shall Shares will be deemed at all times after the time described in Section 3.1(e) to represent only the right to receive upon such surrender the applicable cash payment pursuant to Section 3.1(e) or, in exchange therefor the entitlements case of Dissenting Shareholders who are ultimately determined to be entitled to be paid fair value by the Purchaser for the Shares in respect of which they have validly exercised Dissent Rights, the fair value of their Shares, less any amounts withheld pursuant to Section 5.4. (d) Subject to Section 5.3, the Purchaser will cause the Depositary, as soon as practicable following the later of the Effective Time and the date of deposit by any former holder of Shares of the documentation required pursuant to Section 5.1(b), to: (i) forward or cause to be forwarded by first class mail (postage prepaid) to such former holder of Shares, Options or Warrants at the address specified in the Letter of Transmittal; (ii) if requested by such former holder of Shares in the Letter of Transmittal, make available at the offices of the Depositary specified in the Letter of Transmittal for pick-up by such former holder of Shares; or (iii) if the Letter of Transmittal neither specifies an address as described in Section 5.1(d)(i) nor contains a request as described in Section 5.1(d)(ii), forward or cause to be forwarded by first class mail (postage prepaid) to such former holder of Shares at the address of such former holder as shown on the securities register of the Company maintained by or on behalf of the Company immediately prior to the Effective Time; (iv) a cheque in an amount equal to the net cash payment to which such former holder of Shares is entitled in accordance with the provisions hereof, less any amounts withheld pursuant to Section 5.4. (e) From and after the Effective Time, each option and warrant certificate representing Options or Warrants outstanding immediately prior to the Effective Time will thereafter be deemed to represent only the right to receive a cash payment equal to the Option Consideration or Warrant Consideration, as the case may be, which such holder is entitled to receive pursuant to Section 3.1(a) and Section 3.1(b). (f) Subject to Section 5.3, the Company will cause the Depositary, as soon as practicable following the later of the Effective Time and the date of deposit by any former holder of Options or Warrants of the documentation required pursuant to Section 5.1(b), to: (i) forward or cause to be forwarded by first class mail (postage prepaid) to such former holder of Options or Warrants at the address specified in the Letter of Transmittal; (ii) if requested by such former holder of Options or Warrants in the Letter of Transmittal, make available at the offices of the Depositary specified in the Letter of Transmittal for pick-up by such former holder of Options or Warrants; or (iii) if the Letter of Transmittal neither specifies an address as described in Section 5.1(f)(i) nor contains a request as described in Section 5.1(f)(ii), forward or cause to be forwarded by first class mail (postage prepaid) to such former holder of Options or Warrants at the address of such former holder as shown on the central securities register of the Company maintained by or on behalf of the Company immediately prior to the Effective Time; (iv) a cheque in an amount equal to the net cash payment to which such former holder of Options or Warrants is entitled in accordance with the provisions hereof, less any amounts withheld pursuant to Section 5.1(a) hereof5.4.

Delivery of Consideration. (a1) Upon the surrender to the Depositary for cancellation of a certificate which immediately prior to the Effective Time represented one or more outstanding Acquired Units, other than the BPYU Shares, Common Shares together with a duly completed and executed Letter of Transmittal (it being understood that AmalCo Preferred Shares and Election FormAmalCo Common Shares will be evidenced by the certificates evidencing Common Shares as no certificates will be issued in accordance with Section 3.1(d)(ii)), and such additional documents and instruments as the Depositary may reasonably require, the holder of Shareholder surrendering such surrendered certificate shall be entitled to receive in exchange thereforfor each Common Share represented thereby, and the Depositary shall shall, in exchange, deliver to the applicable Shareholder as soon as practicable and in accordance with Section 3.1(f) , a cheque (or other form of immediately available funds) representing the cash amount that such holder following Shareholder is entitled to receive under the Effective Time (in each caseArrangement, less any amounts withheld pursuant to Section 5.4 hereof5.3. (2) As soon as practicable after the Effective Time, the Depositary shall deliver on behalf of Corporation to each holder of Options, RSUs and DSUs, in accordance with Section 3.1(c), a cheque (ior other form of immediately available funds) a certificate representing the number of BAM Shares or BAM Exchange LP Units to which cash amount that such holder of Options, RSUs or DSUs is entitled to receive under the Arrangement, as applicable, (ii) a certificate representing the number of New Preferred Units to which such holder is entitled to receive under the Arrangement, as applicable, and (iii) a cheque or, for any payment in excess of C$25 million, a wire transfer of immediately available funds for the cash consideration to which such holder is entitled to under the Arrangement, as applicable. (b) Pursuant to Section C(3)(h) of the BPYU Certificate of Incorporation, as contemplated by this Plan of Arrangement, each outstanding BPYU Share will automatically be exchanged for the Default Consideration, subject to proration in accordance with Section 3.3, without any act or formality required on the part of the BPYU Stockholders, and the Depositary shall deliver, or shall cause to be delivered, to such holder following the Effective Time (in each case, less any amounts withheld pursuant to Section 5.4 hereof), (i) a certificate representing the number of BAM Shares to which such holder is entitled to receive, as applicable, (ii) a certificate representing the number of New Preferred Units to which such holder is entitled to receive, as applicable, and (iii) a cheque or, for any payment in excess of C$25 million, a wire transfer of immediately available funds for the cash consideration to which such holder is entitled to receive, as applicable5.3. (c3) After the Effective Time and until Until surrendered for cancellation as contemplated by this Section 5.1(a) hereof5.1, each certificate which that immediately prior to the Effective Time represented one or more Acquired Units outstanding Common Shares shall be deemed at all times deemed, immediately after the completion of the transactions contemplated in Section 3.1, to represent only the right to receive upon such surrender cash in exchange therefor the entitlements which the holder lieu of such certificate as contemplated in Section 3.1. Any such certificate formerly representing outstanding Common Shares not duly surrendered on or before the sixth (6th) anniversary of the Effective Date shall cease to represent a claim by or interest of any former Shareholder of any kind or nature against or in Corporation, AmalCo, Purchaser or any other Person. (4) Any payment made by way of cheque by the Depositary on behalf of Corporation, AmalCo or Purchaser, pursuant to the 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 (6th) anniversary of the Effective Date, and any right or claim to payment hereunder that remains outstanding on the sixth (6th) anniversary of the Effective Date shall cease to represent a right or claim of any kind or nature and the right of any Shareholder or holder of Options, RSUs or DSUs to receive the consideration for any Common Shares, Options, RSUs or DSUs pursuant to the Arrangement shall terminate and be deemed to be surrendered and forfeited to Purchaser or Corporation, as the case may be, for no consideration and shall cease to represent a right or claim of any kind or nature. (5) No Shareholder or holder of Options, RSUs or DSUs shall be entitled to receive any consideration with respect to Common Shares, Options, RSUs or DSUs other than the consideration to which such Shareholder or holder of Options, RSUs or DSUs is entitled to receive in accordance with Section 5.1(a) hereof3.1, and no such Shareholder or holder of Options, RSUs or DSUs shall be entitled to receive any interest, dividends, premium or other payment in connection therewith, other than, subject to complying with Section 5.1 or 5.2, any declared but unpaid dividends with a record date prior to the Effective Date. No dividend or other distribution declared or made after the Effective Time with respect to Common Shares, Options, RSUs or DSUs with a record date on or after the Effective Date shall be delivered to the holder of any unsurrendered certificate which, immediately prior to the Effective Date, represented outstanding Common Shares, Options, RSUs or DSUs.

Delivery of Consideration. (a1) Prior to the filing of the Articles of Arrangement, the Purchaser shall initiate, or cause to be initiated the delivery: (i) for the benefit of the Company Shareholders, cash with the Depositary in the aggregate amount equal to the Cash Consideration required by this Plan of Arrangement, with the amount per Company Share in respect of which Dissent Rights have been exercised being deemed to be the Cash Consideration for this purpose, for the benefit of the Company Shareholders; and (ii) for the benefit of the holders of the Company Options and Company RSUs to be settled in cash as provided in Sections 2.3(b)(i) and 2.3(c)(i), respectively, cash with the Company in the aggregate amount equal to the payments in respect thereof required by this Plan of Arrangement, net of (A) any funds determined by the Company to be available from within the Company for this purpose, and (B) any applicable withholdings. (2) Prior to the filing of the Articles of Arrangement, the Purchaser shall issue and deliver to the Depositary an irrevocable treasury order authorizing the Depositary, as the registrar and transfer agent for the Purchaser Shares, to issue Customer Confirmation statements representing the aggregate number of Purchaser Shares to which the Company Shareholders are entitled in accordance with the terms of the Arrangement as Share Consideration. (3) Upon surrender to the Depositary for cancellation of a certificate which immediately prior to the Effective Time represented one or more outstanding Acquired Units, other than the BPYU SharesCompany Shares that were transferred pursuant to Section 2.3(e), together with a duly completed and executed Letter of Transmittal and Election Form, and such additional documents and instruments as the Depositary may reasonably require, the holder of Company Shareholder(s) represented by such surrendered certificate shall be entitled to receive in exchange therefor, and the Depositary shall deliver to such holder following Company Shareholder(s), a cheque, wire or other form of immediately available funds representing the Effective Time (in each caseCash Consideration and a Customer Confirmation statement representing the Share Consideration which such Company Shareholder(s) has the right to receive under this Plan of Arrangement for such Company Shares, less any amounts withheld pursuant to Section 5.4 hereof4.3, and any certificate so surrendered shall forthwith be cancelled. (4) On or as soon as practicable after the Effective Date, the Company shall pay, or cause to be paid, the amounts, less any amounts withheld pursuant to Section 4.3, to be paid to holders of Company Options and Company RSUs pursuant to Sections 2.3(b)(i) and 2.3(c)(i), respectively, either (i) pursuant to the normal payroll practices and procedures of the Company, or (ii) in the event that payment pursuant to the normal payroll practices and procedures of the Company is not practicable for any such holder, by cheque or wire transfer (delivered to such holder of such Company Options or Company RSUs, as applicable, as reflected on the register maintained by or on behalf of the Company in respect of the Company Options and Company RSUs). (5) Until surrendered as contemplated by this Section 4.1, each certificate that immediately prior to the Effective Time represented Company Shares (other than Company Shares in respect of which Dissent Rights have been validly exercised and not withdrawn), shall be deemed after the Effective Time to represent only the right to receive upon such surrender a cash payment in lieu of such certificate as contemplated in this Section 4.1, less any amounts withheld pursuant to Section 4.3. Any such certificate formerly representing Company Shares not duly surrendered on or before the number sixth anniversary of BAM the Effective Date shall cease to represent a claim by or interest of any former holder of Company Shares of any kind or BAM Exchange LP Units nature against or in the Company or the Purchaser. On such date, the Consideration to which such former holder was entitled shall be deemed to have been surrendered to the Purchaser or the Company, as applicable, and the Cash Consideration shall be paid over by the Depositary to the Purchaser or as directed by the Purchaser. (6) Any payment made by way of cheque by the Depositary (or the Company, if applicable) pursuant to this Plan of Arrangement that has not been deposited or has been returned to the Depositary (or the Company) 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 the holder to receive the applicable consideration, if any, for the Company Shares, the Company Options or the Company RSUs pursuant to this Plan of Arrangement shall terminate and be deemed to be surrendered and forfeited to the Purchaser or the Company, as applicable, for no consideration. (7) No holder of Company Shares, Company Options or Company RSUs shall be entitled to receive any consideration with respect to such Company Shares, Company Options or Company RSUs, other than any cash payment and Purchaser Share issuance to which such holder is entitled to receive under the Arrangement, as applicable, (ii) a certificate representing the number of New Preferred Units to which such holder is entitled to receive under the Arrangement, as applicable, and (iii) a cheque or, for any payment in excess of C$25 million, a wire transfer of immediately available funds for the cash consideration to which such holder is entitled to under the Arrangement, as applicable. (b) Pursuant to Section C(3)(h) of the BPYU Certificate of Incorporation, as contemplated by this Plan of Arrangement, each outstanding BPYU Share will automatically be exchanged for the Default Consideration, subject to proration in accordance with Section 3.32.3 and this Section 4.1 (or the Assumed Options and Assumed RSUs, without any act or formality required on in the part case of the BPYU StockholdersCompany Options and Company RSUs referred to in Section 2.3(b)(ii) and 2.3(c)(ii), and the Depositary shall deliverrespectively) and, or shall cause to be deliveredfor greater certainty, to no such holder following the Effective Time (in each case, less any amounts withheld pursuant to Section 5.4 hereof), (i) a certificate representing the number of BAM Shares to which such holder is entitled to receive, as applicable, (ii) a certificate representing the number of New Preferred Units to which such holder is entitled to receive, as applicable, and (iii) a cheque or, for any payment in excess of C$25 million, a wire transfer of immediately available funds for the cash consideration to which such holder is entitled to receive, as applicable. (c) After the Effective Time and until surrendered for cancellation as contemplated by Section 5.1(a) hereof, each certificate which immediately prior to the Effective Time represented one or more Acquired Units shall will be deemed at all times to represent only the right to receive in exchange therefor the entitlements which the holder of such certificate is entitled to receive any interest, dividends, premium or other payment in accordance with Section 5.1(a) hereofconnection therewith.

Delivery of Consideration. (a) Upon surrender 2.6.1 As soon as reasonably practicable after the Effective Time, the Parent shall mail to the Depositary for cancellation each holder of a certificate which record of Company Stock immediately prior to the Effective Time (i) a letter of transmittal (a "LETTER OF TRANSMITTAL") (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Parent and shall be in such form and have such other customary provisions as the Parent may reasonably specify), and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration with respect to the shares of Company Stock formerly represented one thereby. 2.6.2 Upon surrender of a Certificate for cancellation to the Parent or more outstanding Acquired Units, other than to any agent or agents as may be appointed by the BPYU SharesParent, together with a Letter of Transmittal, duly completed and executed Letter of Transmittal and Election Formexecuted, and such additional other documents and instruments as the Depositary Parent or any such agent may reasonably requirerequest, the holder of such surrendered certificate Certificate shall be entitled to receive in exchange therefor, and the Depositary shall deliver to such holder following the Effective Time (in each case, less any amounts withheld pursuant to Section 5.4 hereof), (i) a certificate representing the number of BAM Merger Shares or BAM Exchange LP Units to which such holder is entitled has the right to receive under pursuant to the Arrangementprovisions of this SECTION 2, as applicable, and (ii) a certificate representing check of the number of New Preferred Units Parent in an amount equal to the cash, if any, which such holder is entitled has the right to receive under the Arrangement, as applicable, and (iii) a cheque or, for any payment in excess of C$25 million, a wire transfer of immediately available funds for the cash consideration pursuant to which such holder is entitled to under the Arrangement, as applicable. (b) Pursuant to Section C(3)(h) of the BPYU Certificate of Incorporation, as contemplated by this Plan of Arrangement, each outstanding BPYU Share will automatically be exchanged for the Default Consideration, subject to proration in accordance with Section 3.3, without any act or formality required on the part of the BPYU Stockholders, and the Depositary shall deliver, or shall cause to be delivered, to such holder following the Effective Time SECTION 2.5.3 (in each case, less the amount of any amounts withheld pursuant to Section 5.4 hereofrequired withholding taxes), (i) a certificate representing and the number of BAM Shares to which such holder is entitled to receive, as applicable, (ii) a certificate representing the number of New Preferred Units to which such holder is entitled to receive, as applicable, and (iii) a cheque or, for any payment in excess of C$25 million, a wire transfer of immediately available funds for the cash consideration to which such holder is entitled to receive, as applicable. (c) After the Effective Time and until Certificate so surrendered for cancellation shall forthwith be cancelled. Until surrendered as contemplated by Section 5.1(a) hereofthis SECTION 2.6.2, each certificate which immediately prior to the Effective Time represented one or more Acquired Units Certificate shall be deemed at all times any time after the Effective Time to represent only the right to receive in exchange therefor the entitlements which Merger Consideration with respect to the holder shares of such certificate is entitled to receive in accordance with Section 5.1(a) hereofCompany Stock formerly represented thereby.

Delivery of Consideration. (a) Upon surrender As soon as reasonably practicable after the Effective Time, the Surviving Corporation shall mail to the Depositary for cancellation each holder of a certificate which record of Xtrana Stock immediately prior to the Effective Time (i) a letter of transmittal (the "LETTER OF TRANSMITTAL") (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Surviving Corporation and shall be in such form and have such other customary provisions as the Surviving Corporation may reasonably specify), and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration with respect to the shares of Xtrana Stock formerly represented one thereby. (b) Upon surrender of a Certificate for cancellation to the Surviving Corporation or more outstanding Acquired Units, other than to any agent or agents as may be appointed by the BPYU SharesSurviving Corporation, together with a Letter of Transmittal, duly completed and executed Letter of Transmittal and Election Formexecuted, and such additional other documents and instruments as the Depositary Surviving Corporation or any such agent may reasonably requirerequest, the holder of such surrendered certificate Certificate shall be entitled to receive in exchange therefortherefore, and the Depositary shall deliver to such holder following the Effective Time (in each case, less any amounts withheld pursuant to Section 5.4 hereof), (i) a certificate representing the number of BAM Merger Shares or BAM Exchange LP Units to which such holder is entitled has the right to receive under pursuant to the Arrangement, as applicable, provisions of SECTION 1.7 (iithe "MERGER SHARE CERTIFICATES") a certificate representing and the number of New Preferred Units to which such holder is entitled to receive under the Arrangement, as applicable, and (iii) a cheque or, for any payment in excess of C$25 million, a wire transfer of immediately available funds for the cash consideration to which such holder is entitled to under the Arrangement, as applicable. (b) Pursuant to Section C(3)(h) of the BPYU Certificate of Incorporation, so surrendered shall forthwith be cancelled. Until surrendered as contemplated by this Plan of ArrangementSECTION 1.8(B), each outstanding BPYU Share will automatically be exchanged for the Default Consideration, subject to proration in accordance with Section 3.3, without any act or formality required on the part of the BPYU Stockholders, and the Depositary shall deliver, or shall cause to be delivered, to such holder following the Effective Time (in each case, less any amounts withheld pursuant to Section 5.4 hereof), (i) a certificate representing the number of BAM Shares to which such holder is entitled to receive, as applicable, (ii) a certificate representing the number of New Preferred Units to which such holder is entitled to receive, as applicable, and (iii) a cheque or, for any payment in excess of C$25 million, a wire transfer of immediately available funds for the cash consideration to which such holder is entitled to receive, as applicable. (c) After the Effective Time and until surrendered for cancellation as contemplated by Section 5.1(a) hereof, each certificate which immediately prior to the Effective Time represented one or more Acquired Units Certificate shall be deemed at all times any time after the Effective Time to represent only the right to receive in exchange therefor the entitlements which Merger Consideration with respect to the holder shares of such certificate is entitled to receive in accordance with Section 5.1(a) hereofXtrana Stock formerly represented thereby.

Delivery of Consideration. (a) Upon Following receipt of the Final Order and prior to the Effective Date in accordance with the terms of the Arrangement Agreement, iAnthus and SpinCo shall deposit with the Depositary, for the benefit of MPX Securityholders: (i) such number of iAnthus Shares, and (ii) such number of SpinCo Shares, in each case, as is necessary to be delivered to the MPX Securityholders in order to effect the exchange or settlement under Section 2.4 of this Plan of Arrangement. (b) Subject to surrender to the Depositary for cancellation of a certificate which immediately prior to the Effective Time represented one or more outstanding Acquired Units, other than the BPYU MPX Shares, together with a duly completed and executed Letter of Transmittal and Election Form, and such additional documents and instruments as the Depositary may reasonably require, following the Effective Time the holder of such surrendered certificate shall be entitled to receive in exchange therefor, and the Depositary shall deliver to such holder, the iAnthus Shares and the SpinCo Shares which such holder following has the Effective Time (in each caseright to receive under Section 2.4 of this Plan of Arrangement, less any amounts iAnthus Shares and the SpinCo Shares withheld pursuant to Section 5.4 hereof)3.6 and any certificate so surrendered shall forthwith be cancelled. (c) Until surrendered as contemplated by this Section 3.2, each certificate that immediately prior to the Effective Time represented MPX Shares shall be deemed after the Effective Time to represent only the right to receive, upon such surrender, the iAnthus Shares and the SpinCo Shares to which the holder thereof is entitled in lieu of such certificate as contemplated by Section 2.4 and this Section 3.2, less any iAnthus Shares and the SpinCo Shares withheld pursuant to Section 3.6. Any such certificate formerly representing MPX Shares not duly surrendered on or before the sixth anniversary of the Effective Date shall: (i) cease to represent a certificate representing claim by, or interest of, any former holder of MPX Shares of any kind or nature against or in MPX, iAnthus, or SpinCo (or any successor to any of the number foregoing); and (ii) be deemed to have been surrendered to iAnthus and shall be cancelled. (d) No MPX Shareholder or holder of BAM Shares or BAM Exchange LP Units to which such holder is MPX Convertible Securities shall be entitled to receive under any consideration with respect to such MPX Convertible Securities other than the Arrangement, as applicable, (ii) a certificate representing the number of New Preferred Units to which such holder is entitled to receive under the Arrangement, as applicable, and (iii) a cheque or, for any payment in excess of C$25 million, a wire transfer of immediately available funds for the cash consideration to which such holder is entitled to under the Arrangement, as applicable. (b) Pursuant to Section C(3)(h) of the BPYU Certificate of Incorporation, as contemplated by this Plan of Arrangement, each outstanding BPYU Share will automatically be exchanged for the Default Consideration, subject to proration in accordance with Section 3.3, without any act or formality required on the part of the BPYU Stockholders, and the Depositary shall deliver, or shall cause to be delivered, to such holder following the Effective Time (in each case, less any amounts withheld pursuant to Section 5.4 hereof), (i) a certificate representing the number of BAM Shares to which such holder is entitled to receive, as applicable, (ii) a certificate representing the number of New Preferred Units to which such holder is entitled to receive, as applicable, and (iii) a cheque or, for any payment in excess of C$25 million, a wire transfer of immediately available funds for the cash consideration to which such holder is entitled to receive, as applicable. (c) After the Effective Time and until surrendered for cancellation as contemplated by Section 5.1(a) hereof, each certificate which immediately prior to the Effective Time represented one or more Acquired Units shall be deemed at all times to represent only the right to receive in exchange therefor the entitlements which the holder of such certificate is entitled to receive in accordance with Section 5.1(a) hereof.Section

Delivery of Consideration. (a) Upon Following receipt of the Final Order and prior to the Effective Date in accordance with the terms of the Arrangement Agreement, iAnthus and SpinCo shall deposit with the Depositary, for the benefit of MPX Securityholders: (i) such number of iAnthus Shares, and (ii) such number of SpinCo Shares, in each case, as is necessary to be delivered to the MPX Securityholders in order to effect the exchange or settlement under Section 2.4 of this Plan of Arrangement. (b) Subject to surrender to the Depositary for cancellation of a certificate which immediately prior to the Effective Time represented one or more outstanding Acquired Units, other than the BPYU MPX Shares, together with a duly completed and executed Letter of Transmittal and Election Form, and such additional documents and instruments as the Depositary may reasonably require, following the Effective Time the holder of such surrendered certificate shall be entitled to receive in exchange therefor, and the Depositary shall deliver to such holder, the iAnthus Shares and the SpinCo Shares which such holder following has the Effective Time (in each caseright to receive under Section 2.4 of this Plan of Arrangement, less any amounts iAnthus Shares and the SpinCo Shares withheld pursuant to Section 5.4 hereof)3.6 and any certificate so surrendered shall forthwith be cancelled. (c) Until surrendered as contemplated by this Section 3.2, each certificate that immediately prior to the Effective Time represented MPX Shares shall be deemed after the Effective Time to represent only the right to receive, upon such surrender, the iAnthus Shares and the SpinCo Shares to which the holder thereof is entitled in lieu of such certificate as contemplated by Section 2.4 and this Section 3.2, less any iAnthus Shares and the SpinCo Shares withheld pursuant to Section 3.6. Any such certificate formerly representing MPX Shares not duly surrendered on or before the sixth anniversary of the Effective Date shall: (i) cease to represent a certificate representing claim by, or interest of, any former holder of MPX Shares of any kind or nature against or in MPX, iAnthus, or SpinCo (or any successor to any of the number foregoing); and (ii) be deemed to have been surrendered to iAnthus and shall be cancelled. (d) No MPX Shareholder or holder of BAM Shares or BAM Exchange LP Units to which such holder is MPX Convertible Securities shall be entitled to receive under any consideration with respect to such MPX Convertible Securities other than the Arrangement, as applicable, (ii) a certificate representing the number of New Preferred Units to which such holder is entitled to receive under the Arrangement, as applicable, and (iii) a cheque or, for any payment in excess of C$25 million, a wire transfer of immediately available funds for the cash consideration to which such holder is entitled to under the Arrangement, as applicable. (b) Pursuant to Section C(3)(h) of the BPYU Certificate of Incorporation, as contemplated by this Plan of Arrangement, each outstanding BPYU Share will automatically be exchanged for the Default Consideration, subject to proration in accordance with Section 3.32.4 and, without any act or formality required on the part of the BPYU Stockholdersfor greater certainty, and the Depositary shall deliver, or shall cause to be delivered, to no such holder following the Effective Time (in each case, less any amounts withheld pursuant to Section 5.4 hereof), (i) a certificate representing the number of BAM Shares to which such holder is entitled to receive, as applicable, (ii) a certificate representing the number of New Preferred Units to which such holder is entitled to receive, as applicable, and (iii) a cheque or, for any payment in excess of C$25 million, a wire transfer of immediately available funds for the cash consideration to which such holder is entitled to receive, as applicable. (c) After the Effective Time and until surrendered for cancellation as contemplated by Section 5.1(a) hereof, each certificate which immediately prior to the Effective Time represented one or more Acquired Units shall will be deemed at all times to represent only the right to receive in exchange therefor the entitlements which the holder of such certificate is entitled to receive any interest, dividends, premium or other payment in accordance with Section 5.1(a) hereofconnection therewith.