Common use of Exchange of the Securities Clause in Contracts

Exchange of the Securities. 1.1 Subject to the terms and conditions hereof, as soon as practicable following the execution of the Agreement, Odyssey shall receive from the Fairfax Subsidiaries, and the Fairfax Subsidiaries shall transfer to Odyssey, all of the Securities. 1.2 The aggregate exchange consideration for the Securities shall be (a) $233.5 million in cash (the "Cash Consideration") payable to TIG, as to $85 million, and ORH Holdings, as to $148.5 million), (b) a term note (the "Note"), issued to and registered in the name of TIG in the form of Exhibit A hereto, in aggregate principal amount of $200 million (c) 48,000,000 shares (the "Exchange Shares") of common stock of Odyssey registered in the names of TIG, as to 41,833,333 Exchange Shares, and ORH Holdings, as to 6,166,667 Exchange Shares (collectively, the Cash Consideration, the Note and the Exchange Shares are referred to as the "Exchange Consideration"). 1.3 As soon as practicable following the execution of this Agreement, the Fairfax Subsidiaries shall deliver or cause to be delivered to Odyssey: (a) stock certificates evidencing the Securities endorsed in blank, or accompanied by stock powers duly executed in blank, in form satisfactory to Odyssey (see the form of stock powers attached); and (b) receipts for the Exchange Consideration. 1.4 As soon as practicable following the execution of this Agreement, Odyssey shall deliver to the Fairfax Subsidiaries the Exchange Consideration.

Exchange of the Securities. 1.1 Subject to the terms and conditions hereof, as soon as practicable following the execution of the Agreement, Odyssey shall receive from the Fairfax Subsidiaries, and the Fairfax Subsidiaries shall transfer to Odyssey, all of the Securities. 1.2 The aggregate exchange consideration for the Securities shall be (a) $233.5 225 million in cash (the "Cash Consideration") payable to TIG, as to $85 million, and ORH Holdings, as to $148.5 million)cash, (b) a one or more term note notes (the "NoteNotes"), issued to and registered in the name names of TIG the Fairfax Subsidiaries in the form of Exhibit A hereto, in aggregate principal amount of $200 million and (c) 48,000,000 shares (the "Exchange Shares") of common stock of Odyssey (collectively, the "Exchange Consideration") registered in the names of TIG, as to 41,833,333 Exchange Shares, and ORH Holdings, as to 6,166,667 Exchange Shares (collectively, the Cash Consideration, the Note and the Exchange Shares are referred to as the "Exchange Consideration")Fairfax Subsidiaries. 1.3 As soon as practicable following the execution of this Agreement, the Fairfax Subsidiaries shall deliver or cause to be delivered to Odyssey: (a) stock certificates evidencing the Securities endorsed in blank, or accompanied by stock powers duly executed in blank, in form satisfactory to Odyssey (see the form of stock powers attached); and (b) receipts a receipt for the Exchange Consideration. 1.4 As soon as practicable following the execution of this Agreement, Odyssey shall deliver to the Fairfax Subsidiaries the Exchange Consideration. 1.5 The cash, the Notes and the Exchange Shares comprising the Exchange Consideration shall be allocated between the Fairfax Subsidiaries, and registered in their respective names, in such manner as they shall request prior to payment.