Common use of Mailings to Shareholders Clause in Contracts

Mailings to Shareholders. With respect to each Newco Meeting and Newco Consent, the Trustee will mail or cause to be mailed (or otherwise communicate in the same manner as Newco utilizes in communications to holders of Newco Stapled Units) to each of the Beneficiaries named in the List referred to in section 4.6, such mailing or communication to commence on the same day as the mailing or notice (or other communication) with respect thereto is commenced by Newco to holders of Newco Stapled Units: (a) a copy of such notice, together with any related materials to be provided to holders of Newco Stapled Units; (b) a statement that such Beneficiary is entitled to instruct the Trustee as to the exercise of the Beneficiary Votes with respect to such Newco Meeting or Newco Consent or, pursuant to section 4.7, to attend such Newco Meeting and to exercise personally the Beneficiary Votes thereat; (c) a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to give: (i) a proxy to such Beneficiary or his designee to exercise personally the Beneficiary Votes; or (ii) a proxy to a designated agent or other representative of the management of Newco to exercise such Beneficiary Votes; (d) a statement that if no such instructions are received from the Beneficiary, the Beneficiary Votes to which such Beneficiary is entitled will not be exercised; (e) a form of direction whereby the Beneficiary may so direct and instruct the Trustee as contemplated herein; and (f) a statement of the time and date by which such instructions must be received by the Trustee in order to be binding upon it, which in the case of a Newco Meeting shall not be earlier than the close of business on the [second Business Day] prior to such meeting, and of the method for revoking or amending such instructions. For the purpose of determining Beneficiary Votes to which a Beneficiary is entitled in respect of any Newco Meeting or Newco Consent, the number of CN Exchangeable Shares represented by CN Stapled Units owned of record by the Beneficiary shall be determined at the close of business on the record date established by Newco or by applicable law for purposes of determining shareholders entitled to vote at such Newco Meeting. Newco will notify the Trustee of any decision of the Board of Directors of Newco with respect to the calling of any Newco Meeting and shall provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this section 4.3.

Mailings to Shareholders. With respect to each Newco WSI Meeting and Newco WSI Consent, the Trustee will use its reasonable efforts to mail promptly or cause to be mailed (or otherwise communicate in the same manner as Newco WSI utilizes in communications to holders of Newco Stapled UnitsWSI Common Shares, subject to applicable regulatory requirements and provided such manner of communication is reasonably available to the Trustee) to each of the Beneficiaries named in the List (referred to in section Section 4.6), such mailing or communication to commence whenever practicable on the same day as the mailing or notice (or other communication) with respect thereto is commenced by Newco WSI to its holders of Newco Stapled UnitsWSI Common Shares: (a) a copy of such noticenotice (or other communication), together with any related materials materials, including, without limitation, any proxy or information statement, to be provided to holders shareholders of Newco Stapled UnitsWSI, but excluding proxies to vote WSI Common Shares; (b) a statement that such Beneficiary is entitled to instruct the Trustee as to the exercise of the Beneficiary Votes with respect to such Newco WSI Meeting or Newco WSI Consent or, pursuant to section Section 4.7, to attend such Newco WSI Meeting and to exercise personally the Beneficiary Votes thereat; (c) a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to give: (i) a proxy to such Beneficiary or his designee to exercise personally the Beneficiary Votes; or (ii) a proxy to a designated agent or other representative of the management of Newco WSI to exercise such Beneficiary Votes; (d) a statement that if no such instructions are received from the Beneficiary, the Beneficiary Votes to which such Beneficiary is entitled will not be exercised; (e) a form of direction whereby the Beneficiary may so direct and instruct the Trustee as contemplated herein; and (f) a statement of the time and date by which such instructions must be received by the Trustee in order to be binding upon it, which in the case of a Newco WSI Meeting shall not be earlier than the close of business on the [second fourth Business Day] Day prior to such meeting, and of the method for revoking or amending such instructions. The materials referred to in this Section 4.3 are to be provided to the Trustee by WSI and the materials referred to in Section 4.3(c), (e) and (f) shall be subject to reasonable comment by the Trustee in a timely manner, provided, however, that the Trustee shall have no obligation to review such materials. Subject to the foregoing, WSI shall ensure that the materials to be provided to the Trustee are provided in sufficient time to permit the Trustee to comment as aforesaid and to send all materials to each Beneficiary at the same time as such materials are first sent to holders of WSI Common Shares. WSI agrees not to communicate with holders of WSI Common Shares with respect to the materials referred to in this Section 4.3 otherwise than by mail unless such method of communication is also reasonably available to the Trustee for communication with the Beneficiaries. For the purpose of determining Beneficiary Votes to which a Beneficiary is entitled in respect of any Newco WSI Meeting or Newco WSI Consent, the number of CN Exchangeable Shares represented by CN Stapled Units owned of record by the Beneficiary shall be determined at the close of business on the record date established by Newco WSI or by applicable law for purposes of determining shareholders entitled to vote at such Newco MeetingWSI Meeting or consent in respect of such WSI Consent. Newco WSI will notify the Trustee of any decision of the Board of Directors of Newco with respect to the calling of any Newco WSI Meeting or the seeking of a WSI Consent and shall provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this section Section 4.3.

Mailings to Shareholders. With respect to each Newco Acquiror Meeting and Newco Acquiror Consent, the Trustee will use its reasonable commercial efforts promptly to mail or cause to be mailed (or otherwise communicate in the same manner as Newco Acquiror utilizes in communications to holders of Newco Stapled UnitsAcquiror Shares subject to applicable regulatory requirements and provided such manner of communications is reasonably available to the Trustee) to each of the Beneficiaries named in the List referred to in section 4.6List, such mailing or communication to commence on the same day as the mailing or notice (or other communication) with respect thereto is commenced by Newco Acquiror to holders of Newco Stapled Unitsits shareholders: (a) a copy of such notice, together with any related materials materials, including any proxy or information statement, to be provided to holders shareholders of Newco Stapled UnitsAcquiror; (b) a statement that such Beneficiary is entitled to instruct the Trustee as to the exercise of the Beneficiary Votes with respect to such Newco Acquiror Meeting or Newco Acquiror Consent or, pursuant to section Section 4.7, to attend such Newco Acquiror Meeting and to exercise personally thereat the Beneficiary Votes thereatof such Beneficiary; (c) a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to give: (i) a proxy to such Beneficiary or his its designee to exercise personally the Beneficiary Votes; or (ii) a proxy to a designated agent or other representative of the management of Newco Acquiror to exercise such Beneficiary Votes; (d) a statement that if no such instructions are received from the Beneficiary, the Beneficiary Votes to which such Beneficiary is entitled will not be exercised; (e) a form of direction whereby the Beneficiary may so direct and instruct the Trustee as contemplated herein; and (f) a statement of the time and date by which such instructions must be received by the Trustee in order to be binding upon it, which in the case of a Newco Acquiror Meeting shall not be earlier than the close of business on the [second Business Day] Day immediately prior to the date by which the Corporation has required proxies be deposited for such meeting, and of the method for revoking or amending such instructions. For the purpose of determining Beneficiary Votes to which a Beneficiary is entitled in respect of any Newco Acquiror Meeting or Newco Acquiror Consent, the number of CN Exchangeable Shares represented by CN Stapled Units owned of record by the Beneficiary shall be determined at the close of business on the record date established by Newco Acquiror or by applicable law for purposes of determining shareholders entitled to vote at such Newco MeetingAcquiror Meeting or to give written consent in connection with such Acquiror Consent. Newco Acquiror will notify the Trustee of any decision of the Board of Directors of Newco Acquiror with respect to the calling of any Newco Acquiror Meeting or the seeking of any Acquiror Consent and shall provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this section Section 4.3. The materials referred to in this Section 4.3 are to be provided to the Trustee by Acquiror and the materials referred to in Subsections 4.3(c), 4.3(e) and 4.3(f) shall be subject to reasonable comment by the Trustee in a timely manner. Acquiror shall ensure that the materials to be provided to the Trustee are provided in sufficient time to permit the Trustee to comment as aforesaid and to send all materials to each Beneficiary at the same time as such materials are first sent to holders of Acquiror Shares. Acquiror agrees not to communicate with holders of Acquiror Shares with respect to the materials referred to in this Section 4.3 otherwise than by mail unless such method of communication is also reasonably available to the Trustee for communication with the Beneficiaries. Notwithstanding the foregoing, Acquiror may at its option exercise the duties of the Trustee to deliver copies of all materials to each Beneficiary as required by this Section 4.3 so long as in each case Acquiror delivers a certificate to the Trustee stating that Acquiror has undertaken to perform the obligations of the Trustee set forth in this Section 4.3.

Mailings to Shareholders. With respect to each Newco SMTC Meeting and Newco SMTC Consent, the Trustee will shall use its reasonable efforts promptly to mail or cause to be mailed (or otherwise communicate in the same manner as Newco SMTC utilizes in communications to holders SMTC Stockholders, subject to applicable regulatory requirements, the Trustee being advised in writing of Newco Stapled Unitsthat method and it being able to provide that method of communication) to each of the Beneficiaries named in the List referred to in section Section 4.6, such mailing or communication to commence on the same day as the mailing or notice (or other communication) with respect thereto is commenced by Newco SMTC to holders of Newco Stapled UnitsSMTC Stockholders: (a) a copy of such notice, together with any related meeting materials to be provided to holders of Newco Stapled UnitsSMTC Stockholders; (b) a statement that such Beneficiary is entitled to instruct the Trustee as to the exercise of the Beneficiary Votes with respect to such Newco SMTC Meeting or Newco SMTC Consent or, pursuant to section Section 4.7, to attend such Newco SMTC Meeting and to exercise personally the Beneficiary Votes thereat; (c) a statement as to the manner in which such instructions may be given to the TrusteeTrustee to exercise the votes attaching to the Special Voting Share, including an express indication that instructions may be given to the Trustee to give: (i) a proxy to such Beneficiary or his designee to exercise personally the Beneficiary Votes; or (ii) a proxy to a designated agent or other representative of the management of Newco SMTC to exercise such Beneficiary Votes; (d) a statement that if no such instructions are received from the Beneficiary, the Beneficiary Votes to which such Beneficiary is entitled will not be exercised; (e) a form of direction whereby the Beneficiary may so direct and instruct the Trustee as contemplated herein; and (f) a statement of the time and date by which such instructions must be received by the Trustee in order to be binding upon it, which which, in the case of a Newco Meeting an SMTC Meeting, shall not be earlier than the close of business on the [second Business Day] Day prior to such meeting, and of the method for revoking or amending such instructions. Unless otherwise agreed to by SMTC and the Trustee, the materials referred to above are to be provided to the Trustee by SMTC. For the purpose purposes of determining Beneficiary Votes to which a Beneficiary is entitled in respect of any Newco SMTC Meeting or Newco SMTC Consent, the number of CN Exchangeable Shares represented by CN Stapled Units owned of record by the Beneficiary shall be determined at the close of business on the record date established by Newco SMTC or by applicable law for purposes of determining shareholders SMTC Stockholders entitled to vote at such Newco SMTC Meeting. Newco SMTC will notify the Trustee of any decision of the Board board of Directors directors of Newco SMTC with respect to the calling of any Newco SMTC Meeting and shall provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this section Section 4.3.

Mailings to Shareholders. With respect to each Newco Coors Meeting and Newco Coors Consent, the Trustee will use its reasonable efforts promptly to mail or cause to be mailed (or otherwise communicate in the same manner as Newco Coors utilizes in communications to holders of Newco Stapled UnitsCoors Class A Common Stock or Coors Class B Common Stock subject to applicable regulatory requirements and provided such manner of communications is reasonably available to the Trustee) to each of the Beneficiaries of the Corresponding Exchangeable Shares named in the List referred to in section 4.6, such mailing or communication to commence on the same day as the mailing or notice (or other communication) with respect thereto is commenced by Newco Coors to holders of Newco Stapled Unitsits shareholders: (a) a copy of such notice, together with any related materials materials, including, without limitation, any proxy or information statement, to be provided to holders shareholders of Newco Stapled UnitsCoors; (b) a statement that such Beneficiary is entitled to instruct the Trustee as to the exercise of the Beneficiary Votes with respect to such Newco Coors Meeting or Newco Coors Consent or, pursuant to section 4.7, to attend such Newco Coors Meeting and to exercise personally the Beneficiary Votes thereat; (c) a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to give: (i) a proxy to such Beneficiary or his designee to exercise personally the Beneficiary Votes; or (ii) a proxy to a designated agent or other representative of the management of Newco Coors to exercise such Beneficiary Votes; (d) a statement that if no such instructions are received from the Beneficiary, the Beneficiary Votes to which such Beneficiary is entitled will not be exercised; (e) a form of direction whereby the Beneficiary may so direct and instruct the Trustee as contemplated herein; and (f) a statement of the time and date by which such instructions must be received by the Trustee in order to be binding upon it, which in the case of a Newco Coors Meeting shall not be earlier than the close of business on the [second Business Day] Day prior to such meeting, and of the method for revoking or amending such instructions. The materials referred to in this section 4.3 are to be provided to the Trustee by Coors and the materials referred to in sections 4.3(c), 4.3(e) and 4.3(f) shall be subject to reasonable comment by the Trustee in a timely manner. Coors shall ensure that the materials to be provided to the Trustee are provided in sufficient time to permit the Trustee to comment as aforesaid and to send all materials to each Beneficiary at the same time as such materials are first sent to holders of Coors Common Stock. Coors agrees not to communicate with holders of Coors Common Stock with respect to the materials referred to in this section 4.3 otherwise than by mail unless such method of communication is also reasonably available to the Trustee for communication with the Beneficiaries. For the purpose of determining Beneficiary Votes to which a Beneficiary is entitled in respect of any Newco Coors Meeting or Newco Coors Consent, the number of CN Exchangeable Shares represented by CN Stapled Units owned of record by the Beneficiary shall be determined at the close of business on the record date established by Newco Coors or by applicable law for purposes of determining shareholders entitled to vote at such Newco Coors Meeting. Newco Coors will notify the Trustee of any decision of the Board of Directors of Newco Coors with respect to the calling of any Newco Coors Meeting and shall provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this section 4.3.

Mailings to Shareholders. With respect to each Newco Acquiror Meeting and Newco Acquiror Consent, the Trustee will use its reasonable commercial efforts promptly to mail or cause to be mailed (or otherwise communicate in the same manner as Newco Acquiror utilizes in communications to holders of Newco Stapled UnitsAcquiror Common Shares subject to applicable regulatory requirements and provided such manner of communications is reasonably available to the Trustee) to each of the Beneficiaries named in the List referred to in section 4.6List, such mailing or communication to commence on the same day as the mailing or notice (or other communication) with respect thereto is commenced by Newco Acquiror to holders of Newco Stapled Unitsits shareholders: (a) a copy of such notice, together with any related materials materials, including any proxy or information statement, to be provided to holders shareholders of Newco Stapled UnitsAcquiror; (b) a statement that such Beneficiary is entitled to instruct the Trustee as to the exercise of the Beneficiary Votes with respect to such Newco Acquiror Meeting or Newco Acquiror Consent or, pursuant to section Section 4.7, to attend such Newco Acquiror Meeting and to exercise personally thereat the Beneficiary Votes thereatof such Beneficiary; (c) a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to give: (i) a proxy to such Beneficiary or his its designee to exercise personally the Beneficiary Votes; or (ii) a proxy to a designated agent or other representative of the management of Newco Acquiror to exercise such Beneficiary Votes; (d) a statement that if no such instructions are received from the Beneficiary, the Beneficiary Votes to which such Beneficiary is entitled will not be exercised; (e) a form of direction whereby the Beneficiary may so direct and instruct the Trustee as contemplated herein; and (f) a statement of the time and date by which such instructions must be received by the Trustee in order to be binding upon it, which in the case of a Newco Acquiror Meeting shall not be earlier than the close of business on the [second Business Day] Day immediately prior to the date by which the Corporation has required proxies be deposited for such meeting, and of the method for revoking or amending such instructions. For the purpose of determining Beneficiary Votes to which a Beneficiary is entitled in respect of any Newco Acquiror Meeting or Newco Acquiror Consent, the number of CN Exchangeable Shares represented by CN Stapled Units owned of record by the Beneficiary shall be determined at the close of business on the record date established by Newco Acquiror or by applicable law for purposes of determining shareholders entitled to vote at such Newco MeetingAcquiror Meeting or to give written consent in connection with such Acquiror Consent. Newco Acquiror will notify the Trustee of any decision of the Board of Directors of Newco Acquiror with respect to the calling of any Newco Acquiror Meeting or the seeking of any Acquiror Consent and shall provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this section Section 4.3. The materials referred to in this Section 4.3 are to be provided to the Trustee by Acquiror and the materials referred to in Subsections 4.3(c), 4.3(e) and 4.3(f) shall be subject to reasonable comment by the Trustee in a timely manner. Acquiror shall ensure that the materials to be provided to the Trustee are provided in sufficient time to permit the Trustee to comment as aforesaid and to send all materials to each Beneficiary at the same time as such materials are first sent to holders of Acquiror Common Shares. Acquiror agrees not to communicate with holders of Acquiror Common Shares with respect to the materials referred to in this Section 4.3 otherwise than by mail unless such method of communication is also reasonably available to the Trustee for communication with the Beneficiaries. Notwithstanding the foregoing, Acquiror may at its option exercise the duties of the Trustee to deliver copies of all materials to each Beneficiary as required by this Section 4.3 so long as in each case Acquiror delivers a certificate to the Trustee stating that Acquiror has undertaken to perform the obligations of the Trustee set forth in this Section 4.3.

Mailings to Shareholders. With respect to each Newco Parent Meeting and Newco Parent Consent, the Trustee will promptly mail or cause to be mailed (or otherwise communicate in the same manner as Newco Parent utilizes in communications to holders of Newco Stapled UnitsParent Common Stock subject to applicable regulatory requirements and provided such manner of communications is reasonably available to the Trustee) to each of the Beneficiaries of the Exchangeable Shares named in the List referred to in section Section 4.6, such mailing or communication to commence on the same day as the mailing or notice (or other communication) with respect thereto is commenced by Newco Parent to holders of Newco Stapled Unitsits stockholders: (a) a copy of such notice, together with any related materials materials, including any proxy or information statement, to be provided to holders stockholders of Newco Stapled UnitsParent; (b) a statement that such Beneficiary is entitled to instruct the Trustee as to the exercise of the Beneficiary Votes with respect to such Newco Parent Meeting or Newco Parent Consent or, pursuant to section Section 4.7, to attend such Newco Parent Meeting and to exercise personally the Beneficiary Votes thereat; (c) a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to give: (i) a proxy to such Beneficiary or his designee to exercise personally the Beneficiary Votes; or (ii) a proxy to a designated agent or other representative of the management of Newco Parent to exercise such Beneficiary Votes; (d) a statement that if no such instructions are received from the Beneficiary, the Beneficiary Votes to which such Beneficiary is entitled will not be exercised; (e) a form of direction whereby the Beneficiary may so direct and instruct the Trustee as contemplated herein; and (f) a statement of the time and date by which such instructions must be received by the Trustee in order to be binding upon it, which in the case of a Newco Parent Meeting shall not be earlier than the close of business on the [second Business Day] Day prior to such meeting, and of the method for revoking or amending such instructions. The materials referred to above are to be provided by Parent to the Trustee, but items (d), (e) and (f) shall be subject to reasonable review and comment by the Trustee. For the purpose of determining Beneficiary Votes to which a Beneficiary is entitled in respect of any Newco Parent Meeting or Newco Parent Consent, the number of CN Exchangeable Shares represented by CN Stapled Units owned of record by the Beneficiary shall be determined at the close of business on the record date established by Newco Parent or by applicable law for purposes of determining shareholders stockholders entitled to vote at such Newco MeetingParent Meeting or to give written consent in connection with such Parent Consent. Newco Parent will notify the Trustee in writing of any decision of the Board of Directors of Newco Parent with respect to the calling of any Newco Parent Meeting or the seeking of any Parent Consent and shall provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this section Section 4.3.

Mailings to Shareholders. With respect to each Newco LoJack Meeting and Newco LoJack Consent, the Trustee will use its reasonable efforts promptly to mail or cause to be mailed (or otherwise communicate in the same manner as Newco LoJack utilizes in communications to holders of Newco Stapled UnitsLoJack Common Shares, subject to applicable regulatory requirements and provided such manner of communications is reasonably available to the Trustee) to each of the Beneficiaries named in the List referred to in section 4.6List, such mailing or communication to commence on the same day as the mailing or notice (or other communication) with respect thereto is commenced by Newco LoJack to holders of Newco Stapled Unitsits shareholders: (a) 4.3.1 a copy of such notice, together with any related materials materials, including, without limitation, any proxy or information statement, to be provided to holders shareholders of Newco Stapled UnitsLoJack; (b) 4.3.2 a statement that such Beneficiary is entitled to instruct the Trustee as to the exercise of the Beneficiary Votes with respect to such Newco LoJack Meeting or Newco LoJack Consent or, pursuant to section 4.7, to attend such Newco LoJack Meeting and to exercise personally the Beneficiary Votes thereat; (c) 4.3.3 a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to give: (i) 4.3.3.1 a proxy to such Beneficiary or his designee to exercise personally the Beneficiary Votes; or (ii) 4.3.3.2 a proxy to a designated agent or other representative of the management of Newco LoJack to exercise such Beneficiary Votes; (d) 4.3.4 a statement that if no such instructions are received from the Beneficiary, the Beneficiary Votes to which such Beneficiary is entitled will not be exercised; (e) 4.3.5 a form of direction whereby the Beneficiary may so direct and instruct the Trustee as contemplated herein; and (f) 4.3.6 a statement of the time and date by which such instructions must be received by the Trustee in order to be binding upon it, which in the case of a Newco LoJack Meeting shall not be earlier than the close of business on the [second Business Day] Day prior to such meeting, and of the method for revoking or amending such instructions. The materials referred to in this section 4.3 are to be provided to the Trustee by LoJack and the materials referred to in sections 4.3.3, 4.3.5 and 4.3.6 shall be subject to reasonable comment by the Trustee in a timely manner. LoJack shall ensure that the materials to be provided to the Trustee are provided in sufficient time to permit the Trustee to comment as aforesaid and to send all materials to each Beneficiary at the same time as such materials are first sent to holders of LoJack Common Shares. LoJack agrees not to communicate with holders of LoJack Common Shares with respect to the materials referred to in this section 4.3 otherwise than by mail unless such method of communication is also reasonably available to the Trustee for communication with the Beneficiaries. For the purpose of determining Beneficiary Votes to which a Beneficiary is entitled in respect of any Newco LoJack Meeting or Newco LoJack Consent, the number of CN Exchangeable Shares represented by CN Stapled Units owned of record by the Beneficiary shall be determined at the close of business on the record date established by Newco LoJack or by applicable law for purposes of determining shareholders entitled to vote at such Newco LoJack Meeting. Newco LoJack will notify the Trustee of any decision of the Board board of Directors directors of Newco LoJack with respect to the calling of any Newco LoJack Meeting and shall provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this section 4.3.

Mailings to Shareholders. With respect to each Newco Holdings Meeting and Newco Holdings Consent, the Trustee will promptly mail or cause to be mailed (or otherwise communicate in the same manner as Newco Holdings utilizes in communications to holders of Newco Stapled UnitsHoldings Shares, subject to applicable regulatory requirements and provided such manner of communications is reasonably available to the Trustee) to each of the Beneficiaries of the Exchangeable Units named in the List referred to in section Section 4.6, such mailing or communication to commence on the same day as the mailing or notice (or other communication) with respect thereto is commenced by Newco Holdings to holders of Newco Stapled Unitsits shareholders: (a) a copy of such notice, together with any related materials materials, including any proxy circular or information statement, to be provided to holders shareholders of Newco Stapled UnitsHoldings; (b) a statement that such Beneficiary is entitled to instruct the Trustee as to the exercise of the Beneficiary Votes with respect to such Newco Holdings Meeting or Newco Holdings Consent or, pursuant to section Section 4.7, to attend such Newco Holdings Meeting and to exercise personally the Beneficiary Votes thereat; (c) a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to give: (i) a proxy to such Beneficiary or his designee to exercise personally the Beneficiary Votes; or (ii) a proxy to a designated agent or other representative of the management of Newco Holdings to exercise such Beneficiary Votes; (d) a statement that if no such instructions are received from the Beneficiary, the Beneficiary Votes to which such Beneficiary is entitled will not be exercised; (e) a form of direction whereby the Beneficiary may so direct and instruct the Trustee as contemplated herein; and (f) a statement of the time and date by which such instructions must be received by the Trustee in order to be binding upon it, which in the case of a Newco Holdings Meeting shall not be earlier than the close of business on the [second Business Day] Day prior to such meeting, and of the method for revoking or amending such instructions. The materials referred to in this Section 4.3 are to be provided to the Trustee by Holdings, and the materials referred to in Sections 4.3(c), 4.3(e) and 4.3(f) shall be subject to reasonable comment by the Trustee in a timely manner. For the purpose of determining Beneficiary Votes to which a Beneficiary is entitled in respect of any Newco Holdings Meeting or Newco Holdings Consent, the number of CN Exchangeable Shares represented by CN Stapled Units owned of record by the Beneficiary shall be determined at the close of business on the record date established by Newco Holdings or by applicable law for purposes of determining shareholders entitled to vote at such Newco Holdings Meeting. Newco Holdings will notify the Trustee of any decision of the Holdings Board of Directors of Newco with respect to the calling of any Newco Holdings Meeting and shall provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this section Section 4.3.

Mailings to Shareholders. (1) With respect to each Newco Meeting and Newco ConsentRG Meeting, the Trustee will shall use its reasonable efforts promptly to mail or cause to be mailed (or otherwise communicate in the same manner as Newco RG utilizes in communications to holders of Newco Stapled UnitsRG Shares subject to applicable regulatory requirements and provided that such manner of communications is reasonably available to the Trustee) to each of the Beneficiaries named in the List referred to in section 4.6List, such mailing or communication to commence wherever practicable on the same day as the mailing or notice (or other communication) with respect thereto is commenced by Newco RG to holders of Newco Stapled Unitsits shareholders: (a) a copy of such notice, together with any related materials materials, including any circular or information statement or listing particulars, to be provided to holders shareholders of Newco Stapled UnitsRG; (b) a statement that such Beneficiary is entitled to instruct the Trustee as to the exercise of the Beneficiary Votes with respect to such Newco RG Meeting or Newco Consent or, pursuant to section Section 4.7, to attend such Newco RG Meeting and to exercise personally the Beneficiary Votes thereat; (c) a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to give: (i) a proxy to such Beneficiary or his his, her or its designee to exercise personally the Beneficiary Votes; or (ii) a proxy to a designated agent or other representative of the management of Newco RG to exercise such Beneficiary Votes; (d) a statement that if no such instructions are received from the Beneficiary, the Beneficiary Votes to which such Beneficiary is entitled will not be exercised; (e) a form of direction whereby the Beneficiary may so direct and instruct the Trustee as contemplated herein; and (f) a statement of the time and date by which such instructions must be received by the Trustee in order to be binding upon it, which in the case of a Newco an RG Meeting shall not be earlier than the close of business on the [second Business Day] fourth business day prior to such meeting, and of the method for revoking or amending such instructions. (2) The materials referred to in this Section 4.3 shall be provided to the Trustee by RG, and the materials referred to in Section 4.3(1)(c), Section 4.3(1)(e) and Section 4.3(1)(f) shall (if reasonably practicable to do so) be subject to reasonable comment by the Trustee in a timely manner. Subject to the foregoing, RG shall ensure that the materials to be provided to the Trustee are provided in sufficient time to permit the Trustee to comment as aforesaid and to send all materials to each Beneficiary at the same time as such materials are first sent to holders of RG Shares. RG agrees not to communicate with holders of RG Shares with respect to the materials referred to in this Section 4.3 otherwise than by mail unless such method of communication is also reasonably available to the Trustee for communication with the Beneficiaries. Notwithstanding the foregoing, RG may at its option exercise the duties of the Trustee to deliver copies of all materials to all Beneficiaries as required by this Section 4.3 so long as in each case RG delivers a certificate to the Trustee stating that RG has undertaken to perform the obligations set forth in this Section 4.3. (3) For the purpose of determining Beneficiary Votes to which a Beneficiary is entitled in respect of any Newco Meeting or Newco ConsentRG Meeting, the number of CN Exchangeable Shares represented by CN Stapled Units owned of record by the Beneficiary shall be determined at the close of business on the record date established by Newco RG or by applicable law for purposes of determining shareholders entitled to vote at such Newco RG Meeting. Newco will RG shall notify the Trustee of any decision of the Board board of Directors directors of Newco RG with respect to the calling of any Newco RG Meeting and shall provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this section Section 4.3.

Mailings to Shareholders. (a) With respect to each Newco Parent Meeting and Newco or Parent Consent, the Trustee will mail or cause to be mailed (or otherwise communicate in the same manner as Newco the Parent utilizes in communications to holders of Newco Stapled UnitsParent Shares, subject to applicable regulatory requirements and provided that such manner of communication is reasonably available to the Trustee ) to each of the Beneficiaries Beneficiary named in the applicable List referred to in section 4.6, such mailing or communication to commence on the same day as the mailing or notice (or other communication) with respect thereto is commenced by Newco the Parent to holders of Newco Stapled Unitsits shareholders: (ai) a copy of such noticemailing, together with any related materials materials, including any proxy or information statement or listing particulars, to be provided to holders shareholders of Newco Stapled Unitsthe Parent; (bii) a statement that such Beneficiary is entitled to instruct the Trustee as to the exercise of the Beneficiary Votes with respect to such Newco Parent Meeting or Newco Parent Consent or, pursuant to section Section 4.7, to attend such Newco Parent Meeting and to exercise personally the Beneficiary Votes thereat;; WSLegal\073132\00009\12677454v12 (ciii) a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to give: give (iA) a proxy to such Beneficiary or his his, her or its designee to exercise personally the such holder's Beneficiary Votes; or Votes or (iiB) a proxy to a designated agent or other representative of the management of Newco Parent to exercise such holder's Beneficiary Votes; (div) a statement that if no such instructions are received from the such Beneficiary, the Beneficiary Votes to which such the Beneficiary is entitled will not be exercised; (ev) a form of direction whereby the such Beneficiary may so use to direct and instruct the Trustee as contemplated herein; and (fvi) a statement of (A) the time and date by which such instructions must be received by the Trustee in order for such instructions to be binding upon itthe Trustee, which in the case of a Newco Parent Meeting shall not be earlier than the close of business on the [second Business Day] Day immediately prior to the date by which the Parent has required proxies to be deposited for such meeting, and (B) of the method for revoking or amending such instructions. (b) The materials referred to in this Section 4.3 shall be provided to the Trustee by the Parent, and the materials referred to in Sections 4.3(a)(ii), 4.3(a)(iii), 4.3(a)(iv), 4.3(a)(v) and 4.3(a)(vi) shall (if reasonably practicable to do so) be subject to reasonable comment by the Trustee in a timely manner. Subject to the foregoing, the Parent shall ensure that the materials to be provided to the Trustee are provided in sufficient time to permit the Trustee to comment as aforesaid and to send all materials to each Beneficiary at the same time as such materials are first sent to holders of Parent Shares. The Parent agrees not to communicate with holders of Parent Shares with respect to the materials referred to in this Section 4.3 otherwise than by mail unless such method of communication is also reasonably available to the Trustee for communication with the Beneficiaries. Notwithstanding the foregoing, the Parent may, at its option, exercise or cause to be exercised the duties of the Trustee to deliver copies of all materials to all Beneficiaries as required by this Section 4.3 so long as, in each case, the Parent delivers a certificate to the Trustee stating that the Parent has undertaken to perform the obligations of the Trustee set forth in this Section 4.3. (c) For the purpose of determining the number of Beneficiary Votes to which a Beneficiary is entitled in respect of any Newco Parent Meeting or Newco Parent Consent, the number of CN Exchangeable Shares represented by CN Stapled Units owned of record by the Beneficiary shall be determined at the close of business on the record date established by Newco the Parent or by applicable law for purposes of determining shareholders entitled to vote at such Newco MeetingParent Meeting or in respect of such Parent Consent. Newco will The Parent shall notify the Trustee of any decision of the Board board of Directors directors of Newco the Parent with respect to the calling of any Newco Parent Meeting or any Parent Consent and shall provide all necessary information and materials to the Trustee in each case promptly and and, in any event event, in sufficient time to enable the Trustee to perform its the obligations contemplated by of the Trustee set forth in this section Section 4.3.

Mailings to Shareholders. With respect to each Newco Shannon Meeting and Newco Shannon Consent, the Trustee will mail wil▇ ▇▇▇▇ or cause to be mailed (or otherwise communicate in the same manner as Newco Shannon utilizes in communications to holders of Newco Stapled UnitsSha▇▇▇▇ ▇▇mmon Stock, subject to the Trustee's abili▇▇ ▇▇ ▇rovide this method of communication and upon being advised in writing of such method) to each of the Beneficiaries Holders named in the List referred to in section 4.6, such mailing or communication to commence on the same day as the initial mailing or notice (or other communication) with respect thereto is commenced given by Newco Shannon to holders of Newco Stapled Unitsits stockholders: (ai) a copy of such noticeno▇▇▇▇, together ▇ogether with any proxy or information statement and related materials to be provided to holders stockholders of Newco Stapled UnitsShannon; (bii) a statement that such Beneficiary Holder is entitled to entit▇▇▇ ▇▇ instruct the Trustee as to the exercise of the Beneficiary Holder Votes with respect to such Newco Shannon Meeting or Newco Consent Shannon Consent, as the case may ▇▇, or, pursuant to section 4.7pursua▇▇ ▇▇ ▇ection 4(g) hereof, to attend such Newco Shannon Meeting and to exercise personally the Beneficiary Holder Votes thereat; (ciii) a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to give: (ia) a proxy to such Beneficiary Holder or his designee to exercise personally the Beneficiary Holder Votes; or (iib) a proxy to a designated agent or other representative of the management of Newco Shannon to exercise such Beneficiary Holder Votes; (div) a statement that if no such instructions are received from the BeneficiaryHolder, the Beneficiary Holder Votes to which such Beneficiary Holder is entitled will not be exercised; (ev) a form of direction whereby the Beneficiary Holder may so direct and instruct the Trustee as contemplated herein; and (fvi) a statement of (A) the time and date by which such instructions must be received by the Trustee in order to be binding upon it, which in the case of a Newco Shannon Meeting shall not be earlier later than the close of business clo▇▇ ▇▇ ▇usiness on the [second Business Day] Day prior to such meeting, and of (B) the method for revoking or amending such instructions. The materials referred to above are to be provided by Shannon to the Trustee, but shall be subject to review and ▇▇▇▇▇▇t by the Trustee. For the purpose of determining Beneficiary Holder Votes to which a Beneficiary Holder is entitled in respect of any Newco such Shannon Meeting or Newco Shannon Consent, the number of CN Exchangeable Shares represented by CN Stapled Units Exchange▇▇▇▇ ▇▇ares owned of record o▇ ▇▇▇▇▇d by the Beneficiary Holder shall be determined at the close of business on the record date established by Newco Shannon or by applicable law for purposes of determining shareholders stockholde▇▇ entitled to vote at such Newco MeetingShannon Meeting or to give written consent in connection w▇▇▇ ▇▇▇h Shannon Consent. Newco Shannon will notify the Trustee in writin▇ ▇▇ ▇▇y decision ▇▇ ▇▇▇ board of any decision directors of the Board of Directors of Newco Shannon with respect to the calling of any Newco Meeting and shall such Shannon Me▇▇▇▇▇ ▇r the seeking of any such Shannon Consent ▇▇▇ ▇▇all provide all necessary information and materials ▇▇▇ ▇aterials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this section 4.3Section 4(c).

Mailings to Shareholders. With respect to each Newco Meeting and Newco ConsentHoldings Meeting, the Trustee will use its reasonable efforts promptly to mail or cause to be mailed (or otherwise communicate in the same manner as Newco Holdings utilizes in communications to holders of Newco Stapled UnitsHoldings Common Shares subject to the Trustee being advised in writing of that method and its ability to provide that method of communication) to each of the Beneficiaries named in the List referred to in section Section 4.6, the following materials (such mailing or communication to commence on the same day as the mailing or notice (or other communication) with respect thereto is commenced by Newco Holdings to holders its shareholders or, if later, promptly after receipt by the Trustee of Newco Stapled Units:such materials): (a) a copy of the notice of such noticeHoldings Meeting, together with any related materials materials, including, without limitation, any circular or information statement, to be provided to holders shareholders of Newco Stapled UnitsHoldings; (b) a statement that such Beneficiary is entitled to instruct the Trustee as to the exercise of the Beneficiary Votes with respect to such Newco Holdings Meeting or Newco Consent or, pursuant to section Section 4.7, to attend such Newco Holdings Meeting and to exercise personally the Beneficiary Votes thereat; (c) a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to give: (i) a proxy to such Beneficiary or his designee to exercise personally the Beneficiary Votes; or (ii) a proxy to a designated agent or other representative of the management of Newco Holdings to exercise such Beneficiary Votes; (d) a statement that if no such instructions are received from the Beneficiary, the Beneficiary Votes to which such Beneficiary is entitled will not be exercised; (e) a form of direction whereby the Beneficiary may so direct and instruct the Trustee as to voting and otherwise as contemplated herein; and (f) a statement of the time and date by which such instructions must be received by the Trustee in order to be binding upon it, which which, in the case of a Newco Meeting Holdings Meeting, shall be not be earlier later than the close of business on the [second fourth (4th) Business Day] Day prior to such meeting, and of the method for revoking or amending such instructions. For the purpose of determining Beneficiary Votes to which a Beneficiary is entitled in respect of any Newco Meeting or Newco ConsentHoldings Meeting, the number of CN Exchangeable Shares represented by CN Stapled Units owned of record by the Beneficiary shall be determined at the close of business on the record date established by Newco Holdings or by applicable law for purposes of determining shareholders entitled to vote at such Newco Holdings Meeting. Newco Holdings will notify the Trustee of any decision of the Board of Directors of Newco Holdings with respect to the calling of any Newco Holdings Meeting and shall provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this section Section 4.3.

Mailings to Shareholders. With respect to each Newco Parent Meeting and Newco Parent Consent, the Trustee will mail or cause to be mailed (or otherwise communicate in the same manner as Newco that the Parent utilizes in communications to holders of Newco Stapled UnitsParent Common Stock, subject to the Trustee being advised in writing of such method and its ability to provide this method of communication) to each of the Beneficiaries Non-Affiliated Holders named in the List referred to in section 4.6, such mailing or communication to commence on the same day as the initial mailing or notice (or other communication) with respect thereto is commenced given by Newco the Parent to holders of Newco Stapled Unitsits stockholders: (a) a copy of such notice, together with any proxy or information statement and related materials to be provided to holders stockholders of Newco Stapled Unitsthe Parent; (b) a statement that such Beneficiary Non-Affiliated Holder is entitled entitled, subject to the provisions of Section 4.7 hereof, to instruct the Trustee as to the exercise of the Beneficiary Non-Affiliated Holder Votes with respect to such Newco Parent Meeting or Newco Consent Parent Consent, as the case may be, or, pursuant and subject to section 4.7, Section 4.7 hereof to attend such Newco Parent Meeting and to exercise personally the Beneficiary Non-Affiliated Holder Votes thereat; (c) a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to give: (i) a proxy to such Beneficiary Non-Affiliated Holder or his its designee to exercise personally the Beneficiary such holder's Non-Affiliated Holder Votes; or (ii) a proxy to a designated agent or other representative of the management of Newco the Parent to exercise such Beneficiary Non-Affiliated Holder Votes; (d) a statement that if no such instructions are received from the BeneficiaryNon-Affiliated Holder, the Beneficiary Non-Affiliated Holder Votes to which such Beneficiary Non-Affiliated Holder is entitled will not be exercised; (e) a form of direction whereby the Beneficiary Non-Affiliated Holder may so direct and instruct the Trustee as contemplated herein; and (f) a statement of (i) the time and date by which such instructions must be received by the Trustee in order to be binding upon it, which in the case of a Newco Parent Meeting shall not be earlier than the close of business on the [second Business Day] Day prior to such meeting, and of (ii) the method for revoking or amending such instructions. The materials referred to above are to be provided by the Parent to the Trustee, but shall be subject to review and comment by the Trustee. For the purpose of determining Beneficiary Non-Affiliated Holder Votes to which a Beneficiary Non-Affiliated Holder is entitled in respect of any Newco such Parent Meeting or Newco Parent Consent, the number of CN Exchangeable Shares represented by CN Stapled Units owned of record by the Beneficiary Non-Affiliated Holder shall be determined at the close of business on the record date established by Newco the Parent or by applicable law for purposes of determining shareholders stockholders entitled to vote at such Newco MeetingParent Meeting or to give written consent in connection with such Parent Consent. Newco The Parent will notify the Trustee in writing of any decision of the Parent Board of Directors of Newco with respect to the calling of any Newco such Parent Meeting or the seeking of any such Parent Consent and shall provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this section Section 4.3.

Mailings to Shareholders. With respect to each Newco Parent Meeting and Newco Parent Consent, the Trustee will mail or cause to be mailed (or otherwise communicate in the same manner as Newco the Parent utilizes in communications to holders of Newco Stapled UnitsParent Common Shares) to each of the Beneficiaries named in the List referred to in section 4.6, such mailing or communication to commence 4.6 on the same day as the initial mailing or notice (or other communication) with respect thereto is commenced given by Newco the Parent to holders of Newco Stapled Unitsits shareholders: (a) a copy of such notice, together with any related materials to be provided to holders shareholders of Newco Stapled Unitsthe Parent; (b) a statement that such Beneficiary is entitled to instruct the Trustee as to the exercise of the Beneficiary Votes with respect to such Newco Parent Meeting or Newco Consent Parent Consent, as the case may be, or, pursuant to section 4.7, to attend such Newco Parent Meeting and to exercise personally the Beneficiary Votes thereat; (c) a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to give: (i) a proxy to such Beneficiary or his designee to exercise personally the Beneficiary Votes; or (ii) a proxy to a designated agent or other representative representatives of the management of Newco the Parent to exercise such Beneficiary Votes; (d) a statement that if no such instructions are received from the Beneficiary, the Beneficiary Votes to which such Beneficiary is entitled will not be exercised; (e) a form of direction whereby the Beneficiary may so direct and instruct the Trustee as contemplated herein; and (f) a statement of the time and date by which such instructions must be received by the Trustee in order to be binding upon it, which in the case of a Newco Parent Meeting shall not be earlier than the close of business on the [second Business Day] Day prior to such meeting, and of the method for revoking or amending such instructions. For the purpose of determining Beneficiary Votes to which a Beneficiary is entitled in respect of any Newco such Parent Meeting or Newco Parent Consent, the number of CN Exchangeable Shares represented by CN Stapled Units owned of record by the Beneficiary shall be determined at the close of business on the record date established by Newco the Parent or by applicable law for purposes of determining shareholders entitled to vote at such Newco MeetingParent Meeting or to give written consent in connection with such Parent Consent. Newco The Parent will notify the Trustee of any decision of the Board of Directors of Newco the Parent with respect to the calling of any Newco such Parent Meeting or the seeking of any such Parent Consent and shall provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this section 4.3.

Mailings to Shareholders. With respect to each Newco NPS Meeting and Newco NPS Consent, the Trustee will use its reasonable efforts promptly to mail or cause to be mailed (or otherwise communicate in the same manner as Newco NPS utilizes in communications to holders of Newco Stapled UnitsNPS Common Shares subject to applicable regulatory requirements and provided such manner of communications is reasonably available to the Trustee) to each of the Beneficiaries named in the List referred to in section 4.6, such mailing or communication to commence on the same day as the mailing or notice (or other communication) with respect thereto is commenced by Newco NPS to holders of Newco Stapled Unitsits shareholders: (a) a copy of such notice, together with any related materials materials, including, without limitation, any proxy or information statement, to be provided to holders shareholders of Newco Stapled UnitsNPS; (b) a statement that such Beneficiary is entitled to instruct the Trustee as to the exercise of the Beneficiary Votes with respect to such Newco NPS Meeting or Newco NPS Consent or, pursuant to section 4.7, to attend such Newco NPS Meeting and to exercise personally the Beneficiary Votes thereat; (c) a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to give: (i) a proxy to such Beneficiary or his designee to exercise personally the Beneficiary Votes; or (ii) a proxy to a designated agent or other representative of the management of Newco NPS to exercise such Beneficiary Votes; (d) a statement that if no such instructions are received from the Beneficiary, the Beneficiary Votes to which such Beneficiary is entitled will not be exercised; (e) a form of direction whereby the Beneficiary may so direct and instruct the Trustee as contemplated herein; and (f) a statement of the time and date by which such instructions must be received by the Trustee in order to be binding upon it, which in the case of a Newco NPS Meeting shall not be earlier than the close of business on the [second Business Day] Day prior to such meeting, and of the method for revoking or amending such instructions. The materials referred to in this section 4.3 are to be provided to the Trustee by NPS and the materials referred to in section 4.3(c), (e) and (f) shall be subject to reasonable comment by the Trustee in a timely manner. NPS shall ensure that the materials to be provided to the Trustee are provided in sufficient time to permit the Trustee to comment as aforesaid and to send all materials to each Beneficiary at the same time as such materials are first sent to holders of NPS Common Shares. For the purpose of determining Beneficiary Votes to which a Beneficiary is entitled in respect of any Newco NPS Meeting or Newco NPS Consent, the number of CN Exchangeable Shares represented by CN Stapled Units owned of record by the Beneficiary shall be determined at the close of business on the record date established by Newco NPS or by applicable law for purposes of determining shareholders entitled to vote at such Newco NPS Meeting. Newco NPS will notify the Trustee of any decision of the Board of Directors of Newco NPS with respect to the calling of any Newco NPS Meeting and shall provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this section 4.3.

Mailings to Shareholders. With respect to each Newco Meeting and Newco ConsentShire Meeting, the Trustee will mail or cause to be mailed (or otherwise communicate in the same manner as Newco Shire utilizes in communications to holders of Newco Stapled UnitsShire Ordinary Shares or Shire ADSs subject to the Trustee being advised in writing of that method and its ability to provide that method of communication) to each of the Beneficiaries named in the List referred to in section Section 4.6, the following materials (such mailing or communication to commence on the same day as the mailing or notice (or other communication) with respect thereto is commenced by Newco Shire to holders its shareholders or, if later, promptly after receipt by the Trustee of Newco Stapled Units:such materials): (a) a copy of the notice of such noticeShire Meeting, together with any related materials materials, including, without limitation, any circular or information statement or listing particulars, to be provided to holders shareholders of Newco Stapled UnitsShire; (b) a statement that such Beneficiary is entitled to instruct the Trustee as to the exercise of the Beneficiary Votes with respect to such Newco Shire Meeting or Newco Consent or, pursuant to section Section 4.7, to attend such Newco Shire Meeting and to exercise personally the Beneficiary Votes thereat; (c) a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to give: (i) a proxy to such Beneficiary or his designee to exercise personally the Beneficiary Votes; or (ii) a proxy to a designated agent or other representative of the management of Newco Shire to exercise such Beneficiary Votes; (d) a statement that if no such instructions are received from the Beneficiary, the Beneficiary Votes to which such Beneficiary is entitled will not be exercised; (e) a form of direction whereby the Beneficiary may so direct and instruct the Trustee as to voting and otherwise as contemplated herein; and (f) a statement of the time and date by which such instructions must be received by the Trustee in order to be binding upon it, which which, in the case of a Newco Meeting Shire Meeting, shall be not be earlier later than the close of business on the [second fourth Business Day] Day prior to such meeting, and of the method for revoking or amending such instructions. For the purpose of determining Beneficiary Votes to which a Beneficiary is entitled in respect of any Newco Meeting or Newco ConsentShire Meeting, the number of CN Exchangeable Shares represented by CN Stapled Units owned of record by the Beneficiary shall be determined at the close of business on the record date established by Newco Shire or by applicable law for purposes of determining shareholders entitled to vote at such Newco Meeting. Newco will notify the Trustee of any decision of the Board of Directors of Newco with respect to the calling of any Newco Meeting and shall provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this section 4.3.Shire

Mailings to Shareholders. With respect to each Newco Infospace Meeting and Newco Infospace Consent, the Trustee will mail or cause to be mailed (or otherwise communicate in the same manner as Newco Infospace utilizes in communications to holders of Newco Stapled UnitsInfospace Common Shares) to each of the Beneficiaries named in the List referred to in section 4.6, such mailing or communication to commence on the same day as the mailing or notice (or other communication) with respect thereto is commenced by Newco Infospace to holders of Newco Stapled Unitsits shareholders: (a) a copy of such notice, together with any related materials to be provided to holders shareholders of Newco Stapled UnitsInfospace; (b) a statement that such Beneficiary is entitled to instruct the Trustee as to the exercise of the Beneficiary Votes with respect to such Newco Infospace Meeting or Newco Infospace Consent or, pursuant to section 4.7, to attend such Newco Infospace Meeting and to exercise personally the Beneficiary Votes thereat; (c) a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to give: (i) a proxy to such Beneficiary or his designee to exercise personally the Beneficiary Votes; or (ii) a proxy to a designated agent or other representative of the management of Newco Infospace to exercise such Beneficiary Votes; (d) a statement that if no such instructions are received from the Beneficiary, the Beneficiary Votes to which such Beneficiary is entitled will not be exercised; (e) a form of direction whereby the Beneficiary may so direct and instruct the Trustee as contemplated herein; and (f) a statement of the time and date by which such instructions must be received by the Trustee in order to be binding upon it, which in the case of a Newco an Infospace Meeting shall not be earlier than the close of business on the [second Business Day] Day prior to such meeting, and of the method for revoking or amending such instructions. For the purpose of determining Beneficiary Votes to which a Beneficiary is entitled in respect of any Newco Infospace Meeting or Newco Infospace Consent, the number of CN Exchangeable Shares represented by CN Stapled Units owned of record by the Beneficiary shall be determined at the close of business on the record date established by Newco Infospace or by applicable law for purposes of determining shareholders entitled to vote at such Newco MeetingInfospace Meeting or to execute an Infospace consent. Newco Infospace will notify the Trustee of any decision of the Board of Directors of Newco Infospace with respect to the calling of any Newco Infospace Meeting or the seeking of an Infospace consent and shall provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this section 4.3.

Mailings to Shareholders. (1) With respect to each Newco United Royale Meeting and Newco or United Royale Consent, the Trustee will Trustee, Canco or United Royale shall use commercially reasonable efforts to promptly mail or cause to be mailed (or otherwise communicate in the same manner as Newco United Royale utilizes in communications to holders of Newco Stapled UnitsUnited Royale Shares subject to applicable regulatory requirements and provided that such manner of communications is reasonably available to the Trustee) to each of the Beneficiaries named in the List referred to in section 4.6, such mailing or communication to commence the extent practicable on the same day as the mailing or notice (or other communication) with respect thereto is commenced by Newco United Royale to holders of Newco Stapled Unitsits shareholders: (a) a copy of such notice, together with any related materials materials, including any circular, proxy or information statement or listing particulars, to be provided to holders shareholders of Newco Stapled UnitsUnited Royale; (b) a statement that such Beneficiary is entitled to instruct the Trustee as to the exercise of the Beneficiary Votes with respect to such Newco United Royale Meeting or Newco United Royale Consent or, pursuant to section Section 4.7, to attend such Newco United Royale Meeting and to exercise personally the Beneficiary Votes thereat; (c) a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to give: (i) a proxy to such Beneficiary or his his, her or its designee to exercise personally the Beneficiary Votes; or (ii) a proxy to a designated agent or other representative of the management of Newco United Royale to exercise such Beneficiary Votes; (d) a statement that if no such instructions are received from the Beneficiary, the Beneficiary Votes to which such Beneficiary is entitled will not be exercised; (e) a form of direction whereby the Beneficiary may so direct and instruct the Trustee as contemplated herein; and (f) a statement of the time and date by which such instructions must be received by the Trustee in order to be binding upon it, which in the case of a Newco United Royale Meeting shall not be earlier than the close of business on the [second Business Day] fourth business day prior to such meeting, and of the method for revoking or amending such instructions. (2) The materials referred to in this Section 4.3 shall be provided to the Trustee by United Royale if the materials are to be sent to Beneficiaries by the Trustee, and the materials referred to in Section 4.3(1)(c), Section 4.3(1)(e) and Section 4.3(1)(f) shall (if reasonably practicable to do so) be subject to reasonable comment by the Trustee in a timely manner. Subject to the foregoing, United Royale shall ensure that the materials to be provided to the Trustee are provided in sufficient time to permit the Trustee to comment as aforesaid and to send all materials to each Beneficiary at the same time as such materials are first sent to holders of United Royale Shares. United Royale agrees not to communicate with holders of United Royale Shares with respect to the materials referred to in this Section 4.3 otherwise than by mail unless such method of communication is also reasonably available to the Trustee for communication with the Beneficiaries. Notwithstanding the foregoing, United Royale may at its option exercise the duties of the Trustee to deliver copies of all materials to all Beneficiaries as required by this Section 4.3 so long as in each case United Royale delivers a certificate to the Trustee stating that United Royale has undertaken to and will perform the obligations set forth in this Section 4.3. (3) For the purpose of determining the number of Beneficiary Votes to which a Beneficiary is entitled in respect of any Newco Meeting or Newco ConsentUnited Royale Meeting, the number of CN Exchangeable Shares represented by CN Stapled Units owned of record by the Beneficiary shall be determined at the close of business on the record date established by Newco United Royale or by applicable law for purposes of determining shareholders entitled to vote at such Newco MeetingUnited Royale Meeting or in respect of such United Royale Consent. Newco will United Royale shall notify the Trustee of any decision of the Board board of Directors directors of Newco United Royale with respect to the calling of any Newco United Royale Meeting and shall provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this section Section 4.3.

Mailings to Shareholders. (1) With respect to each Newco Akerna Meeting and Newco or Akerna Consent, the Trustee will mail or cause to be mailed (or otherwise communicate in the same manner as Newco Akerna utilizes in communications to holders of Newco Stapled UnitsAkerna Shares, subject to applicable regulatory requirements and to the Trustee being advised in writing of such manner of communications and provided that such manner of communications is reasonably available to the Trustee) to each of the Beneficiaries Beneficiary named in the applicable List referred to in section 4.6, such mailing or communication to commence on the same day as the mailing or notice (or other communication) with respect thereto is commenced by Newco Akerna to holders of Newco Stapled Unitsits shareholders: (a) a copy of such noticemailing, together with any related materials materials, including, without limitation, any proxy circular or information statement or listing particulars, to be provided to holders shareholders of Newco Stapled UnitsAkerna; (b) a statement that such Beneficiary is entitled to instruct the Trustee as to the exercise of the Beneficiary Votes with respect to such Newco Akerna Meeting or Newco Akerna Consent or, pursuant to section Section 4.7, to attend such Newco Akerna Meeting and to exercise personally the Beneficiary Votes thereat; (c) a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to give: : (iA) a proxy to such Beneficiary or his his, her or its designee to exercise personally the such holder’s Beneficiary Votes; or or (iiB) a proxy to a designated agent or other representative of the management of Newco Akerna to exercise such holder’s Beneficiary Votes; (d) a statement that if no such instructions are received from the such Beneficiary, the Beneficiary Votes to which such the Beneficiary is entitled will not be exercised; (e) a form of direction whereby the such Beneficiary may so use to direct and instruct the Trustee as contemplated herein; and (f) a statement of of: (A) the time and date by which such instructions must be received by the Trustee in order for such instructions to be binding upon itthe Trustee, which in the case of a Newco an Akerna Meeting shall not be earlier than the close of business on the [second Business Day] Day immediately prior to the date by which Akerna has required proxies to be deposited for such meeting, ; and (B) of the method for revoking or amending such instructions. (2) The materials referred to in this Section 4.3 shall be provided to the Trustee by Akerna, and the materials referred to in Sections 4.3(1)(b), 4.3(1)(c), 4.3(1)(d), 4.3(1)(e) and 4.3(1)(f) shall (if reasonably practicable to do so) be subject to reasonable comment by the Trustee in a timely manner. Subject to the foregoing, Akerna shall ensure that the materials to be provided to the Trustee are provided in sufficient time to permit the Trustee to comment as aforesaid and to send all materials to each Beneficiary at the same time as such materials are first sent to holders of Akerna Shares. Akerna agrees not to communicate with holders of Akerna Shares with respect to the materials referred to in this Section 4.3 otherwise than by mail unless such method of communication is also reasonably available to the Trustee for communication with the Beneficiaries. Notwithstanding the foregoing, Akerna may, at its option, exercise the duties of the Trustee to deliver copies of all materials to all Beneficiaries as required by this Section 4.3 so long as, in each case, Akerna delivers a certificate to the Trustee stating that Akerna has undertaken to perform the obligations of the Trustee set forth in this Section 4.3. (3) For the purpose of determining the number of Beneficiary Votes to which a Beneficiary is entitled in respect of any Newco Akerna Meeting or Newco Akerna Consent, the number of CN Exchangeable Shares represented by CN Stapled Units owned of record by the Beneficiary shall be determined at the close of business on the record date established by Newco Akerna or by applicable law for purposes of determining shareholders entitled to vote at such Newco MeetingAkerna Meeting or in respect of such Akerna Consent. Newco will Akerna shall notify the Trustee of any decision of the Board board of Directors directors of Newco Akerna with respect to the calling of any Newco Akerna Meeting or any Akerna Consent and shall provide all necessary information and materials to the Trustee in each case promptly and and, in any event event, in sufficient time to enable the Trustee to perform its the obligations contemplated by of the Trustee set forth in this section Section 4.3.

Mailings to Shareholders. (1) With respect to each Newco RTO Acquiror Meeting and Newco or RTO Acquiror Consent, the Trustee will shall use its reasonable efforts to promptly mail or cause to be mailed (or otherwise communicate in the same manner as Newco RTO Acquiror utilizes in communications to holders of Newco Stapled UnitsRTO Acquiror Shares subject to applicable regulatory requirements and provided that such manner of communications is reasonably available to the Trustee) to each of the Beneficiaries named in the List referred to in section 4.6, such mailing or communication to commence the extent practicable on the same day as the mailing or notice (or other communication) with respect thereto is commenced by Newco RTO Acquiror to holders of Newco Stapled Unitsits shareholders: (a) a copy of such notice, together with any related materials materials, including any circular or information statement or listing particulars, to be provided to holders shareholders of Newco Stapled Units;RTO Acquiror; 131129481189884.0v04003/109954461.4 -11- (b) a statement that such Beneficiary is entitled to instruct the Trustee as to the exercise of the Beneficiary Votes with respect to such Newco RTO Acquiror Meeting or Newco RTO Acquiror Consent or, pursuant to section Section 4.7, to attend such Newco RTO Acquiror Meeting and to exercise personally the Beneficiary Votes thereat; (c) a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to give: (i) a proxy to such Beneficiary or his his, her or its designee to exercise personally the Beneficiary Votes; or (ii) a proxy to a designated agent or other representative of the management of Newco RTO Acquiror to exercise such Beneficiary Votes; (d) a statement that if no such instructions are received from the Beneficiary, the Beneficiary Votes to which such Beneficiary is entitled will not be exercised; (e) a form of direction whereby the Beneficiary may so direct and instruct the Trustee as contemplated herein; and (f) a statement of the time and date by which such instructions must be received by the Trustee in order to be binding upon it, which in the case of a Newco an RTO Acquiror Meeting shall not be earlier than the close of business on the [second Business Day] fourth business day prior to such meeting, and of the method for revoking or amending such instructions. (2) The materials referred to in this Section 4.3 shall be provided to the Trustee by RTO Acquiror, and the materials referred to in Section 4.3(1)(c), Section 4.3(1)(e) and Section 4.3(1)(f) shall (if reasonably practicable to do so) be subject to reasonable comment by the Trustee in a timely manner. Subject to the foregoing, RTO Acquiror shall ensure that the materials to be provided to the Trustee are provided in sufficient time to permit the Trustee to comment as aforesaid and to send all materials to each Beneficiary at the same time as such materials are first sent to holders of RTO Acquiror Shares. RTO Acquiror agrees not to communicate with holders of RTO Acquiror Shares with respect to the materials referred to in this Section 4.3 otherwise than by mail unless such method of communication is also reasonably available to the Trustee for communication with the Beneficiaries. Notwithstanding the foregoing, RTO Acquiror may at its option exercise the duties of the Trustee to deliver copies of all materials to all Beneficiaries as required by this Section 4.3 so long as in each case RTO Acquiror delivers a certificate to the Trustee stating that RTO Acquiror has undertaken to perform the obligations set forth in this Section 4.3. (3) For the purpose of determining the number of Beneficiary Votes to which a Beneficiary is entitled in respect of any Newco RTO Acquiror Meeting or Newco RTO Consent, the number of CN Exchangeable Shares represented by CN Stapled Units owned of record by the Beneficiary shall be determined at the close of business on the record date established by Newco RTO Acquiror or by applicable law for purposes of determining shareholders entitled to vote at such Newco MeetingRTO Acquiror Meeting or 131129481189884.0v04003/109954461.4 -12- in respect of such RTO Acquiror Consent. Newco will RTO Acquiror shall notify the Trustee of any decision of the Board board of Directors directors of Newco RTO Acquiror with respect to the calling of any Newco RTO Acquiror Meeting and shall provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this section Section 4.3.

Mailings to Shareholders. (1) With respect to each Newco FCE Meeting and Newco FCE Consent, the Trustee will use its reasonable efforts promptly to mail or cause to be mailed (or otherwise communicate in the same manner as Newco FCE utilizes in communications to holders of Newco Stapled UnitsFCE Common Stock subject to applicable regulatory requirements and provided such manner of communications is reasonably available to the Trustee) to each of the Beneficiaries named in the List referred to in section 4.6List, such mailing or communication to commence on the same day as the mailing or notice (or other communication) with respect thereto is commenced by Newco FCE to holders of Newco Stapled Unitsits shareholders: (a) a copy of such notice, together with any related materials materials, including any proxy or information statement, to be provided to holders shareholders of Newco Stapled UnitsFCE; (b) a statement that such Beneficiary is entitled to instruct the Trustee as to the exercise of the Beneficiary Votes with respect to such Newco FCE Meeting or Newco FCE Consent or, pursuant to section Section 4.7, to attend such Newco FCE Meeting and to exercise personally thereat the Beneficiary Votes thereatof such Beneficiary; (c) a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to give: (i) a proxy to such Beneficiary or his its designee to exercise personally the Beneficiary Votes; or (ii) a proxy to a designated agent or other representative of the management of Newco FCE to exercise such Beneficiary Votes; (d) a statement that if no such instructions are received from the Beneficiary, the Beneficiary Votes to which such Beneficiary is entitled will not be exercised; (e) a form of direction whereby the Beneficiary may so direct and instruct the Trustee as contemplated herein; and (f) a statement of the time and date by which such instructions must be received by the Trustee in order to be binding upon it, which in the case of a Newco FCE Meeting shall not be earlier than the close of business on the [second Business Day] Day prior to such meeting, and of the method for revoking or amending such instructions. . (2) For the purpose of determining Beneficiary Votes to which a Beneficiary is entitled in respect of any Newco FCE Meeting or Newco FCE Consent, the number of CN Exchangeable Shares represented by CN Stapled Units owned of record by the Beneficiary shall be determined at the close of business on the record date established by Newco FCE or by applicable law for purposes of determining shareholders entitled to vote at such Newco MeetingFCE Meeting or to give written consent in connection with such FCE Consent. Newco FCE will notify the Trustee of any decision of the Board of Directors of Newco FCE with respect to the calling of any Newco FCE Meeting or the seeking of any FCE Consent and shall provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this section Section 4.3. (3) The materials referred to in this Section 4.3 are to be provided to the Trustee by FCE and the materials referred to Section 4.3(1) (b), (c), (d), (e) and (f) shall be subject to reasonable comment by the Trustee in a timely manner. FCE shall ensure that the materials to be provided to the Trustee are provided in sufficient time to permit the Trustee to comment as aforesaid and to send all materials to each Beneficiary at the same time as such materials are first sent to holders of FCE Common Stock. FCE agrees not to communicate with holders of FCE Common Stock with respect to the materials referred to in this Section 4.3 otherwise than by mail unless such method of communication is also reasonably available to the Trustee for communication with the Beneficiaries. Notwithstanding the foregoing, FCE may at its option exercise the duties of the Trustee to deliver copies of all materials to each Beneficiary as required by this Section 4.3 so long as in each case FCE delivers a certificate to the Trustee stating that FCE has undertaken to perform the obligations set forth in this Section 4.3.

Mailings to Shareholders. With respect to each Newco Source Meeting and Newco Source Consent, the Trustee will mail or cause to be mailed (or otherwise communicate in the same manner as Newco Source utilizes in communications to holders of Newco Stapled UnitsSource Common Shares) to each of the Beneficiaries named in the List referred to in section 4.6, such mailing or communication to commence 4.6 on the same day as the initial mailing or notice (or other communication) with respect thereto is commenced given by Newco Source to holders of Newco Stapled Units: its shareholders: (a) a copy of such notice, together with any related materials to be provided to holders shareholders of Newco Stapled Units; Source; (b) a statement that such Beneficiary is entitled to instruct the Trustee as to the exercise of the Beneficiary Votes with respect to such Newco Source Meeting or Newco Consent Source Consent, as the case may be, or, pursuant to section 4.7, to attend such Newco Source Meeting and to exercise personally the Beneficiary Votes thereat; ; (c) a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to give: : (i) a proxy to such Beneficiary or his designee to exercise personally the Beneficiary Votes; or or (ii) a proxy to a designated agent or other representative of the management of Newco Source to exercise such Beneficiary Votes; ; (d) a statement that if no such instructions are received from the Beneficiary, the Beneficiary Votes to which such Beneficiary is entitled will not be exercised; ; (e) a form of direction whereby the Beneficiary may so direct and instruct the Trustee as contemplated herein; and and (f) a statement of the time and date by which such instructions must be received by the Trustee in order to be binding upon it, which in the case of a Newco Source Meeting shall not be earlier than the close of business on the [second Business Day] Day prior to such meeting, and of the method for revoking or amending such instructions. For the purpose of determining Beneficiary Votes to which a Beneficiary is entitled in respect of any Newco such Source Meeting or Newco Source Consent, the number of CN Exchangeable Shares represented by CN Stapled Units owned of record by the Beneficiary shall be determined at the close of business on the record date established by Newco Source or by applicable law for purposes of determining shareholders entitled to vote at such Newco MeetingSource Meeting or to give written consent in connection with such Source Consent. Newco Source will notify the Trustee of any decision of the Board of Directors of Newco Source with respect to the calling of any Newco such Source Meeting or the seeking of any such Source Consent and shall provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this section 4.34.

Mailings to Shareholders. (1) With respect to each Newco Meeting and Newco ConsentD-Wave Quantum Meeting, the Trustee will mail or cause to be mailed (or otherwise communicate in the same manner as Newco D-Wave Quantum utilizes in communications to holders of Newco Stapled UnitsD-Wave Quantum Shares, subject to applicable regulatory requirements and to the Trustee being advised in writing of such manner of communications and provided that such manner of communications is reasonably available to the Trustee) to each of the Beneficiaries Beneficiary named in the applicable List referred to in section 4.6, such mailing or communication to commence on the same day as the mailing or notice (or other communication) with respect thereto is commenced by Newco D-Wave Quantum to holders of Newco Stapled Unitsits shareholders: (a) a copy of such noticemailing, together with any related materials materials, including, without limitation, any proxy circular or information statement or listing particulars, to be provided to holders shareholders of Newco Stapled UnitsD-Wave Quantum; (b) a statement that such Beneficiary is entitled to instruct the Trustee as to the exercise of the Beneficiary Votes with respect to such Newco D-Wave Quantum Meeting or Newco Consent or, pursuant to section Section 4.7, to attend such Newco D-Wave Quantum Meeting and to exercise personally the Beneficiary Votes thereat, as the proxy of the Trustee; (c) a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to give: give (iA) a proxy to such Beneficiary or his their or its designee to exercise personally the such holder’s Beneficiary Votes; or , or (iiB) a proxy to a designated agent or other representative of the management of Newco D-Wave Quantum to exercise such holder’s Beneficiary Votes; (d) a statement that if no such instructions are received from the such Beneficiary, the Beneficiary Votes to which such the Beneficiary is entitled will not be exercised; (e) a form of direction whereby the such Beneficiary may so use to direct and instruct the Trustee as contemplated herein; and (f) a statement of (A) the time and date by which such instructions must be received by the Trustee in order for such instructions to be binding upon itthe Trustee, which in the case of a Newco D-Wave Quantum Meeting shall not be earlier than the close of business on the [second Business Day] Day immediately prior to the date by which D-Wave Quantum has required proxies to be deposited for such meeting, and (B) of the method for revoking or amending such instructions. (2) The materials referred to in this Section 4.3 shall be provided to the Trustee by D-Wave Quantum, and the materials referred to in Sections 4.3(1)(b), 4.3(1)(c), 4.3(1)(d), 4.3(1)(e) and 4.3(1)(f) shall be subject to reasonable comment by the Trustee in a timely manner. Subject to the foregoing, D-Wave Quantum shall ensure that the materials to be provided to the Trustee are provided in sufficient time to permit the Trustee to comment as aforesaid and to send all materials to each Beneficiary at the same time as such materials are first sent to holders of D-Wave Quantum Shares. D-Wave Quantum agrees not to communicate with holders of D-Wave Quantum Shares with respect to the materials referred to in this Section 4.3 otherwise than by mail unless such method of communication is also reasonably available to the Trustee for communication with the Beneficiaries. Notwithstanding the foregoing, D-Wave Quantum may, at its option, exercise the duties of the Trustee to deliver copies of all materials to all Beneficiaries as required by this Section 4.3 so long as, in each case, D-Wave Quantum delivers a certificate to the Trustee stating that D-Wave Quantum has undertaken to perform the obligations of the Trustee set forth in this Section 4.3. (3) For the purpose of determining the number of Beneficiary Votes to which a Beneficiary is entitled in respect of any Newco Meeting or Newco ConsentD-Wave Quantum Meeting, the number of CN Exchangeable Shares represented by CN Stapled Units owned of record by the Beneficiary shall be determined at the close of business on the record date established by Newco D-Wave Quantum or by applicable law for purposes of determining shareholders entitled to vote at such Newco D-Wave Quantum Meeting. Newco will D-Wave Quantum shall notify the Trustee of any decision of the Board board of Directors directors of Newco D-Wave Quantum with respect to the calling of any Newco D-Wave Quantum Meeting and shall provide all necessary information and materials to the Trustee in each case promptly and and, in any event event, in reasonably sufficient time to enable the Trustee to perform its the obligations contemplated by of the Trustee set forth in this section Section 4.3.

Mailings to Shareholders. (1) With respect to each Newco Meeting and Newco ConsentRG Meeting, the Trustee will shall use its reasonable efforts promptly to mail or cause to be mailed (or otherwise communicate in the same manner as Newco RG utilizes in communications to holders of Newco Stapled UnitsRG Shares subject to applicable regulatory requirements and provided that such manner of communications is reasonably available to the Trustee) to each of the Beneficiaries named in the List referred to in section 4.6List, such mailing or communication to commence wherever practicable on the same day as the mailing or notice (or other communication) with respect thereto is commenced by Newco RG to holders of Newco Stapled Unitsits shareholders: (a) a copy of such notice, together with any related materials materials, including any circular or information statement or listing particulars, to be provided to holders shareholders of Newco Stapled UnitsRG; (b) a statement that such Beneficiary is entitled to instruct the Trustee as to the exercise of the Beneficiary Votes with respect to such Newco RG Meeting or Newco Consent or, pursuant to section Section 4.7, to attend such Newco RG Meeting and to exercise personally the Beneficiary Votes thereat; (c) a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to give: (i) a proxy to such Beneficiary or his his, her or its designee to exercise personally the Beneficiary Votes; or (ii) a proxy to a designated agent or other representative of the management of Newco RG to exercise such Beneficiary Votes; (d) a statement that if no such instructions are received from the Beneficiary, the Beneficiary Votes to which such Beneficiary is entitled will not be exercised; (e) a form of direction whereby the Beneficiary may so direct and instruct the Trustee as contemplated herein; and (f) a statement of the time and date by which such instructions must be received by the Trustee in order to be binding upon it, which in the case of a Newco an RG Meeting shall not be earlier than the close of business on the [second Business Day] fourth business day prior to such meeting, and of the method for revoking or amending such instructions. (2) The materials referred to in this Section 4.3 shall be provided to the Trustee by RG, and the materials referred to in Section 4.3(1)(c), Section 4.3(1)(e) and Section 4.3(1)(f) shall (if reasonably practicable to do so) be subject to reasonable comment by the Trustee in a timely manner. Subject to the foregoing, RG shall ensure that the materials to be provided to the Trustee are provided in sufficient time to permit the Trustee to comment as aforesaid and to send all materials to each Beneficiary at the same time as such materials are first sent to holders of RG Shares. RG agrees not to communicate with holders of RG Shares with respect to the materials referred to in this Section 4.3 otherwise than by mail unless such method of communication is also reasonably available to the Trustee for communication with the Beneficiaries. Notwithstanding the foregoing, RG may at its option exercise the duties of the Trustee to deliver copies of all materials to all Beneficiaries as required by this Section 4.3 so long as in each case RG delivers a certificate to the Trustee stating that RG has undertaken to perform the obligations set forth in this Section 4.3. (3) For the purpose of determining Beneficiary Votes to which a Beneficiary is entitled in respect of any Newco Meeting or Newco ConsentRG Meeting, the number of CN Exchangeable Shares represented by CN Stapled Units owned of record by the Beneficiary shall be determined at the close of business on the record date established by Newco RG or by applicable law for purposes of determining shareholders entitled to vote at such Newco RG Meeting. Newco will RG shall notify the Trustee of any decision of the Board board of Directors directors of Newco RG with respect to the calling of any Newco RG Meeting and shall provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this section Section 4.3.. 108 Table of Contents

Mailings to Shareholders. With respect to each Newco ParentCo Meeting and Newco ParentCo Consent, the Trustee will use its reasonable efforts promptly to mail or cause to be mailed (or otherwise communicate in the same manner as Newco ParentCo utilizes in communications to holders of Newco Stapled UnitsParentCo Common Shares subject to applicable regulatory requirements and provided such manner of communications is reasonably available to the Trustee) to each of the Beneficiaries named in the List referred to in section 4.6, such mailing or communication to commence on the same day as the mailing or notice (or other communication) with respect thereto is commenced by Newco ParentCo to holders of Newco Stapled Unitsits shareholders: (a) a copy of such notice, together with any related materials to be provided to holders shareholders of Newco Stapled UnitsParentCo; (b) a statement that such Beneficiary is entitled to instruct the Trustee as to the exercise of the Beneficiary Votes with respect to such Newco ParentCo Meeting or Newco ParentCo Consent or, pursuant to section 4.7, to attend such Newco ParentCo Meeting and to exercise personally the Beneficiary Votes thereat; (c) a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to give: (i) a proxy to such Beneficiary or his designee to exercise personally the Beneficiary Votes; or (ii) a proxy to a designated agent or other representative of the management of Newco ParentCo to exercise such Beneficiary Votes; (d) a statement that if no such instructions are received from the Beneficiary, the Beneficiary Votes to which such Beneficiary is entitled will not be exercised; (e) a form of direction whereby the Beneficiary may so direct and instruct the Trustee as contemplated herein; and (f) a statement of the time and date by which such instructions must be received by the Trustee in order to be binding upon it, which in the case of a Newco ParentCo Meeting shall not be earlier than the close of business on the [second Business Day] business day prior to such meeting, and of the method for revoking or amending such instructions. The materials referred to in this section 4.3 are to be provided to the Trustee by ParentCo and the materials referred to in section 4.3(c), (e) and (f) shall be subject to reasonable comment by the Trustee in a timely manner. ParentCo shall ensure that the materials to be provided to the Trustee are provided in sufficient time to permit the Trustee to comment as aforesaid and to send all materials to each Beneficiary at the same time as such materials are first sent to holders of ParentCo Common Shares. ParentCo agrees not to communicate with holders of ParentCo Common Shares with respect to the materials referred to in this section 4.3 otherwise than by mail unless such method of communication is also reasonably available to the Trustee for communication with the Beneficiaries. For the purpose of determining Beneficiary Votes to which a Beneficiary is entitled in respect of any Newco ParentCo Meeting or Newco ParentCo Consent, the number of CN LuxCo Exchangeable Preferred Shares represented by CN Stapled Units owned of record by the Beneficiary shall be determined at the close of business on the record date established by Newco ParentCo or by applicable law for purposes of determining shareholders entitled to vote at such Newco MeetingParentCo Meeting or consent in respect of such ParentCo Consent. Newco ParentCo will notify the Trustee of any decision of the Board board of Directors directors of Newco ParentCo with respect to the calling of any Newco ParentCo Meeting or the seeking by ParentCo of any such ParentCo Consent and shall provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this section 4.3.

Mailings to Shareholders. With respect to each Newco TMW Meeting and Newco TMW Consent, the Trustee will mail or cause to be mailed (or otherwise communicate in the same manner as Newco TMW utilizes in communications to holders of Newco Stapled UnitsTMW Common Stock, subject to the Trustee's ability to provide such method of communication and upon being advised in writing of such method) to each of the Beneficiaries Holders named in the List referred to in section 4.6, such mailing or communication to commence on the same day as the initial mailing or notice (or other communication) with respect thereto is commenced given by Newco TMW to holders of Newco Stapled Unitsits stockholders: (a) a copy of such notice, together with any proxy or information statement and related materials to be provided to holders stockholders of Newco Stapled UnitsTMW; (b) a statement that such Beneficiary Holder is entitled to instruct the Trustee as to the exercise of the Beneficiary Holder Votes with respect to such Newco TMW Meeting or Newco Consent TMW Consent, as the case may be, or, pursuant to section 4.7Section 4.7 hereof, to attend such Newco TMW Meeting and to exercise personally the Beneficiary Holder Votes thereat; (c) a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to give: (i) a proxy to such Beneficiary Holder or his designee to exercise personally the Beneficiary Holder Votes; or (ii) a proxy to a designated agent or other representative of the management of Newco TMW to exercise such Beneficiary Holder Votes; (d) a statement that if no such instructions are received from the BeneficiaryHolder, the Beneficiary Holder Votes to which such Beneficiary Holder is entitled will not be exercised; (e) a form of direction whereby the Beneficiary Holder may so direct and instruct the Trustee as contemplated herein; and (f) a statement of (i) the time and date by which such instructions must be received by the Trustee in order to be binding upon it, which in the case of a Newco TMW Meeting shall not be earlier than the close of business on the [second Business Day] Day prior to such meeting, and of (ii) the method for revoking or amending such instructions. The materials referred to above are to be provided by TMW to the Trustee, but shall be subject to review and comment by the Trustee. For the purpose of determining Beneficiary Holder Votes to which a Beneficiary Holder is entitled in respect of any Newco such TMW Meeting or Newco TMW Consent, the number of CN Exchangeable Shares represented by CN Stapled Units owned of record by the Beneficiary Holder shall be determined at the close of business on the record date established by Newco TMW or by applicable law for purposes of determining shareholders stockholders entitled to vote at such Newco MeetingTMW Meeting or to give written consent in connection with such TMW Consent. Newco TMW will notify the Trustee in writing of any decision of the Board board of Directors directors of Newco TMW with respect to the calling of any Newco such TMW Meeting or the seeking of any such TMW Consent and shall provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this section Section 4.3.

Mailings to Shareholders. (1) With respect to each Newco Goldstrike Meeting and Newco Goldstrike Consent, the Trustee will use its reasonable efforts promptly to mail or cause to be mailed (or otherwise communicate in the same manner as Newco Goldstrike utilizes in communications to holders of Newco Stapled UnitsGoldstrike Shares subject to applicable regulatory requirements and provided that such manner of communications is reasonably available to the Trustee and upon the Trustee being advised in writing of such method) to each of the Beneficiaries named in the List (referred to in section 4.6Section 4.6 below), such mailing or communication to commence wherever practicable on the same day as the mailing or notice (or other communication) with respect thereto is commenced by Newco Goldstrike to holders of Newco Stapled Unitsits shareholders: (a) a copy of such notice, together with any related materials materials, including, without limitation, any circular or information statement or listing particulars, to be provided to holders shareholders of Newco Stapled UnitsGoldstrike; (b) a statement that such Beneficiary is entitled to instruct the Trustee as to the exercise of the Beneficiary Votes with respect to such Newco Goldstrike Meeting or Newco Consent Goldstrike Consent, as the case may be, or, pursuant to section 4.7Section 4.7 in the case of a Goldstrike Meeting, to attend such Newco Goldstrike Meeting and to exercise personally the Beneficiary Votes thereat; (c) a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to give: (i) a proxy to such Beneficiary or his designee to exercise personally the Beneficiary Votes; or (ii) a proxy to a designated agent or other representative of the management of Newco Goldstrike to exercise such Beneficiary Votes; (d) a statement that if no such instructions are received from the Beneficiary, the Beneficiary Votes to which such Beneficiary is entitled will not be exercised; (e) a form of direction whereby the Beneficiary may so direct and instruct the Trustee as contemplated herein; and (f) a statement of the time and date by which such instructions must be received by the Trustee in order to be binding upon it, which in the case of a Newco any Goldstrike Meeting shall not be earlier later than the close of business on the [second third Business Day] Day prior to such meeting, and of the method for revoking or amending such instructions. (2) The materials referred to in this Section 4.3 are to be provided to the Trustee by Goldstrike, and the materials referred to in Section 4.3(1)(c), Section 4.3(1)(e) and Section 4.3(1)(f) shall be subject to reasonable comment by the Trustee in a timely manner. Goldstrike shall ensure that the materials to be provided to the Trustee are provided in sufficient time to permit the Trustee to comment as aforesaid and to send all materials to each Beneficiary at the same time as such materials are first sent to holders of Goldstrike Shares. Goldstrike agrees not to communicate with holders of Goldstrike Shares with respect to the materials referred to in this Section 4.3 otherwise than by mail unless such method of communication is also reasonably available to the Trustee for communication with the Beneficiaries. (3) For the purpose of determining Beneficiary Votes to which a Beneficiary is entitled in respect of any Newco Goldstrike Meeting or Newco Goldstrike Consent, the number of CN Exchangeable Shares represented by CN Stapled Units owned of record by the Beneficiary Beneficiaries shall be determined at the close of business on the record date established by Newco Goldstrike or by applicable law for purposes of determining shareholders entitled to vote at such Newco MeetingGoldstrike Meeting or to approve such Goldstrike Consent, as the case may be. Newco Goldstrike will notify the Trustee in writing of any decision of the Board of Directors of Newco Goldstrike with respect to the calling of any Newco Goldstrike Meeting or requesting any Goldstrike Consent and shall provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this section Section 4.3.

Mailings to Shareholders. With respect to each Newco Acquiror Meeting and Newco Acquiror Consent, the Trustee will use its reasonable efforts promptly to mail or cause to be mailed (or otherwise communicate in the same manner as Newco Acquiror utilizes in communications to holders of Newco Stapled UnitsAcquiror Shares subject to applicable regulatory requirements and provided such manner of communications is reasonably available to the Trustee) to each of the Beneficiaries named in the List referred to in section 4.6List, such mailing or communication to commence on the same day as the mailing or notice (or other communication) with respect thereto is commenced by Newco Acquiror to holders of Newco Stapled Unitsits shareholders: (a) a copy of such notice, together with any related materials materials, including any proxy or information statement, to be provided to holders shareholders of Newco Stapled UnitsAcquiror; (b) a statement that such Beneficiary is entitled to instruct the Trustee as to the exercise of the Beneficiary Votes with respect to such Newco Acquiror Meeting or Newco Acquiror Consent or, pursuant to section Section 4.7, to attend such Newco Acquiror Meeting and to exercise personally thereat the Beneficiary Votes thereatof such Beneficiary; (c) a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to give: (i) a proxy to such Beneficiary or his its designee to exercise personally the Beneficiary Votes; or (ii) a proxy to a designated agent or other representative of the management of Newco Acquiror to exercise such Beneficiary Votes; (d) a statement that if no such instructions are received from the Beneficiary, the Beneficiary Votes to which such Beneficiary is entitled will not be exercised; (e) a form of direction whereby the Beneficiary may so direct and instruct the Trustee as contemplated herein; and (f) a statement of the time and date by which such instructions must be received by the Trustee in order to be binding upon it, which in the case of a Newco Acquiror Meeting shall not be earlier than the close of business on the [second Business Day] Day prior to such meeting, and of the method for revoking or amending such instructions. For the purpose of determining Beneficiary Votes to which a Beneficiary is entitled in respect of any Newco Acquiror Meeting or Newco Acquiror Consent, the number of CN Exchangeable Shares represented by CN Stapled Units owned of record by the Beneficiary shall be determined at the close of business on the record date established by Newco Acquiror or by applicable law for purposes of determining shareholders entitled to vote at such Newco MeetingAcquiror Meeting or to give written consent in connection with such Acquiror Consent. Newco Acquiror will notify the Trustee of any decision of the Board of Directors of Newco Acquiror with respect to the calling of any Newco Acquiror Meeting or the seeking of any Acquiror Consent and shall provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this section Section 4.3. The materials referred to in this Section 4.3 are to be provided to the Trustee by Acquiror and the materials referred to in Section 4.3(c), Section 4.3(e) and Section 4.3(f) shall be subject to reasonable comment by the Trustee in a timely manner. Acquiror shall ensure that the materials to be provided to the Trustee are provided in sufficient time to permit the Trustee to comment as aforesaid and to send all materials to each Beneficiary at the same time as such materials are first sent to holders of Acquiror Shares. Acquiror agrees not to communicate with holders of Acquiror Shares with respect to the materials referred to in this Section 4.3 otherwise than by mail unless such method of communication is also reasonably available to the Trustee for communication with the Beneficiaries. Notwithstanding the foregoing, Acquiror may at its option exercise the duties of the Trustee to deliver copies of all materials to each Beneficiary as required by this Section 4.3 so long as in each case Acquiror delivers a certificate to the Trustee stating that Acquiror has undertaken to perform the obligations set forth in this Section 4.3.

Mailings to Shareholders. With respect to each Newco ACT Meeting and Newco ACT Consent, the Trustee will shall mail or cause to be mailed (or otherwise communicate in the same manner as Newco ACT utilizes in communications to holders Holders of Newco Stapled Units) ACT Common Stock), to each of the Beneficiaries Holders named in the List referred to in section 4.6List, such mailing or communication to commence on the same day as the initial mailing or of notice (or other communication) with respect thereto is commenced given by Newco ACT to holders of Newco Stapled Unitsits stockholders: (a) a copy of such notice, together with any proxy or information statement and related materials to be provided to holders stockholders of Newco Stapled UnitsACT; (b) a statement that such Beneficiary Holder is entitled to instruct the Trustee as to the exercise of the Beneficiary Holder Votes with respect to such Newco ACT Meeting or Newco Consent ACT Consent, as the case may be, or, pursuant to section 4.7Section 4.7 hereof, to attend such Newco ACT Meeting and to exercise personally the Beneficiary Holder Votes thereat; (c) a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to give: (i) a proxy to such Beneficiary Holder or his designee to exercise personally the Beneficiary Holder Votes; or (ii) a proxy to a designated agent or other representative of the management of Newco ACT to exercise such Beneficiary Holder Votes; (d) a statement that if no such instructions are received from the BeneficiaryHolder, the Beneficiary Holder Votes to which such Beneficiary Holder is entitled will not be exercised; (e) a form of direction whereby the Beneficiary Holder may so direct and instruct the Trustee as contemplated herein; and (f) a statement of (i) the time and date by which such instructions must be received by the Trustee in order to be binding upon it, which in the case of a Newco an ACT Meeting shall not be earlier than the close of business on the [second Business Day] Day prior to such meeting, and of (ii) the method for revoking or amending such instructions. For the purpose of determining Beneficiary the Holder Votes to which a Beneficiary Holder is entitled in respect of any Newco such ACT Meeting or Newco ACT Consent, the number of CN Exchangeable Shares represented by CN Stapled Units owned of record by the Beneficiary Holder shall be determined at the close of business on the record date established by Newco ACT or by applicable law for purposes of determining shareholders stockholders entitled to vote at such Newco MeetingACT Meeting or to give written consent in connection with such ACT Consent. Newco will ACT shall notify the Trustee of any decision of the Board board of Directors directors of Newco ACT with respect to the calling of any Newco such ACT Meeting or the seeking by ACT of any such ACT Consent and shall provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this section Section 4.3.

Mailings to Shareholders. With respect to each Newco Applied Meeting and Newco Applied Consent, the Trustee will shall mail or cause to be mailed (or otherwise communicate in the same manner as Newco Applied utilizes in communications to holders of Newco Stapled Units) Applied Common Stock), to each of the Beneficiaries Holders named in the List referred to in section 4.6List, such mailing or communication to commence on the same day as the initial mailing or of notice (or other communication) with respect thereto is commenced given by Newco Applied to holders of Newco Stapled Unitsits stockholders: (a) a copy of such notice, together with any proxy or information statement and related materials to be provided to holders stockholders of Newco Stapled UnitsApplied; (b) a statement that such Beneficiary Holder is entitled to instruct the Trustee as to the exercise of the Beneficiary Holder Votes with respect to such Newco Applied Meeting or Newco Consent Applied Consent, as the case may be, or, pursuant to section 4.74.7 hereof, to attend such Newco Applied Meeting and to exercise personally the Beneficiary Holder Votes thereat; (c) a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to give: (i) a proxy to such Beneficiary Holder or his designee to exercise personally the Beneficiary Holder Votes; or (ii) a proxy to a designated agent or other representative of the management of Newco Applied to exercise such Beneficiary Holder Votes; (d) a statement that if no such instructions are received from the BeneficiaryHolder, the Beneficiary Holder Votes to which such Beneficiary Holder is entitled will not be exercised; (e) a form of direction whereby the Beneficiary Holder may so direct and instruct the Trustee as contemplated herein; and (f) a statement of (i) the time and date by which such instructions must be received by the Trustee in order to be binding upon it, which in the case of a Newco an Applied Meeting shall not be earlier than the close of business on the [second Business Day] Day prior to such meeting, and of (ii) the method for revoking or amending such instructions. For the purpose of determining Beneficiary Holder Votes to which a Beneficiary Holder is entitled in respect of any Newco such Applied Meeting or Newco Applied Consent, the number of CN Exchangeable Shares represented by CN Stapled Units owned of record by the Beneficiary Holder shall be determined at the close of business on the record date established by Newco Applied or by applicable law for purposes of determining shareholders stockholders entitled to vote at such Newco MeetingApplied Meeting or to give written consent in connection with such Applied Consent. Newco will Applied shall notify the Trustee of any decision of the Board board of Directors directors of Newco Applied with respect to the calling of any Newco such Applied Meeting or the seeking by Applied of any such Applied Consent and shall provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this section 4.3.

Mailings to Shareholders. (a) With respect to each Newco Parent Meeting and Newco or Parent Consent, the Trustee will mail or cause to be mailed (or otherwise communicate in the same manner as Newco the Parent utilizes in communications to holders of Newco Stapled UnitsParent Shares, subject to applicable regulatory requirements and provided that such manner of communication is reasonably available to the Trustee ) to each of the Beneficiaries Beneficiary named in the applicable List referred to in section 4.6, such mailing or communication to commence on the same day as the mailing or notice (or other communication) with respect thereto is commenced by Newco the Parent to holders of Newco Stapled Unitsits shareholders: (ai) a copy of such noticemailing, together with any related materials materials, including any proxy or information statement or listing particulars, to be provided to holders shareholders of Newco Stapled Unitsthe Parent; (bii) a statement that such Beneficiary is entitled to instruct the Trustee as to the exercise of the Beneficiary Votes with respect to such Newco Parent Meeting or Newco Parent Consent or, pursuant to section Section ?4.7, to attend such Newco Parent Meeting and to exercise personally the Beneficiary Votes thereat; (ciii) a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to give: give (iA) a proxy to such Beneficiary or his his, her or its designee to exercise personally the such holder's Beneficiary Votes; or Votes or (iiB) a proxy to a designated agent or other representative of the management of Newco Parent to exercise such holder's Beneficiary Votes; (div) a statement that if no such instructions are received from the such Beneficiary, the Beneficiary Votes to which such the Beneficiary is entitled will not be exercised; (ev) a form of direction whereby the such Beneficiary may so use to direct and instruct the Trustee as contemplated herein; and (fvi) a statement of (A) the time and date by which such instructions must be received by the Trustee in order for such instructions to be binding upon itthe Trustee, which in the case of a Newco Parent Meeting shall not be earlier than the close of business on the [second Business Day] Day immediately prior to the date by which the Parent has required proxies to be deposited for such meeting, and (B) of the method for revoking or amending such instructions. (b) The materials referred to in this Section ?4.3 shall be provided to the Trustee by the Parent, and the materials referred to in Sections ?4.3(a)(ii), ?4.3(a)(iii), ?4.3(a)(iv), ?4.3(a)(v) and ?4.3(a)(vi) shall (if reasonably practicable to do so) be subject to reasonable comment by the Trustee in a timely manner. Subject to the foregoing, the Parent shall ensure that the materials to be provided to the Trustee are provided in sufficient time to permit the Trustee to comment as aforesaid and to send all materials to each Beneficiary at the same time as such materials are first sent to holders of Parent Shares. The Parent agrees not to communicate with holders of Parent Shares with respect to the materials referred to in this Section ?4.3 otherwise than by mail unless such method of communication is also reasonably available to the Trustee for communication with the Beneficiaries. Notwithstanding the foregoing, the Parent may, at its option, exercise or cause to be exercised the duties of the Trustee to deliver copies of all materials to all Beneficiaries as required by this Section ?4.3 so long as, in each case, the Parent delivers a certificate to the Trustee stating that the Parent has undertaken to perform the obligations of the Trustee set forth in this Section ?4.3. (c) For the purpose of determining the number of Beneficiary Votes to which a Beneficiary is entitled in respect of any Newco Parent Meeting or Newco Parent Consent, the number of CN Exchangeable Shares represented by CN Stapled Units owned of record by the Beneficiary shall be determined at the close of business on the record date established by Newco the Parent or by applicable law for purposes of determining shareholders entitled to vote at such Newco MeetingParent Meeting or in respect of such Parent Consent. Newco will The Parent shall notify the Trustee of any decision of the Board board of Directors directors of Newco the Parent with respect to the calling of any Newco Parent Meeting or any Parent Consent and shall provide all necessary information and materials to the Trustee in each case promptly and and, in any event event, in sufficient time to enable the Trustee to perform its the obligations contemplated by of the Trustee set forth in this section Section ?4.3.

Mailings to Shareholders. (1) With respect to each Newco Akerna Meeting and Newco or Akerna Consent, the Trustee will mail or cause to be mailed (or otherwise communicate in the same manner as Newco Akerna utilizes in communications to holders of Newco Stapled UnitsAkerna Shares, subject to applicable regulatory requirements and to the Trustee being advised in writing of such manner of communications and provided that such manner of communications is reasonably available to the Trustee) to each of the Beneficiaries Beneficiary named in the applicable List referred to in section 4.6, such mailing or communication to commence on the same day as the mailing or notice (or other communication) with respect thereto is commenced by Newco Akerna to holders of Newco Stapled Unitsits shareholders: (a) a copy of such noticemailing, together with any related materials materials, including, without limitation, any proxy circular or information statement or listing particulars, to be provided to holders shareholders of Newco Stapled UnitsAkerna; (b) a statement that such Beneficiary is entitled to instruct the Trustee as to the exercise of the Beneficiary Votes with respect to such Newco Akerna Meeting or Newco Akerna Consent or, pursuant to section Section 4.7, to attend such Newco Akerna Meeting and to exercise personally the Beneficiary Votes thereat; (c) a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to give: : (iA) a proxy to such Beneficiary or his his, her or its designee to exercise personally the such holder’s Beneficiary Votes; or or (iiB) a proxy to a designated agent or other representative of the management of Newco Akerna to exercise such holder’s Beneficiary Votes; (d) a statement that if no such instructions are received from the such Beneficiary, the Beneficiary Votes to which such the Beneficiary is entitled will not be exercised; (e) a form of direction whereby the Beneficiary may so direct and instruct the Trustee as contemplated herein; and (f) a statement of the time and date by which such instructions must be received by the Trustee in order to be binding upon it, which in the case of a Newco Meeting shall not be earlier than the close of business on the [second Business Day] prior to such meeting, and of the method for revoking or amending such instructions. For the purpose of determining Beneficiary Votes to which a Beneficiary is entitled in respect of any Newco Meeting or Newco Consent, the number of CN Exchangeable Shares represented by CN Stapled Units owned of record by the Beneficiary shall be determined at the close of business on the record date established by Newco or by applicable law for purposes of determining shareholders entitled to vote at such Newco Meeting. Newco will notify the Trustee of any decision of the Board of Directors of Newco with respect to the calling of any Newco Meeting and shall provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this section 4.3.

Mailings to Shareholders. With respect to each Newco Parent Meeting and Newco Parent Consent, the Trustee will mail or cause to be mailed (or otherwise communicate in the same manner as Newco that the Parent utilizes in communications to holders of Newco Stapled UnitsParent Common Shares, subject to the Trustee being advised in writing of such method and its ability to provide this method of communication) to each of the Beneficiaries Non-Affiliated Holders named in the List referred to in section 4.6, such mailing or communication to commence on the same day as the initial mailing or notice (or other communication) with respect thereto is commenced given by Newco the Parent to holders of Newco Stapled Unitsits stockholders: (a) a copy of such notice, together with any proxy or information statement and related materials to be provided to holders stockholders of Newco Stapled Unitsthe Parent; (b) a statement that such Beneficiary Non-Affiliated Holder is entitled entitled, subject to the provisions of Section 4.7 hereof, to instruct the Trustee as to the exercise of the Beneficiary Non-Affiliated Holder Votes with respect to such Newco Parent Meeting or Newco Consent Parent Consent, as the case may be, or, pursuant and subject to section 4.7Section 4.7 hereof, to attend such Newco Parent Meeting and to exercise personally the Beneficiary Non-Affiliated Holder Votes thereat; (c) a statement as to the manner in which such instructions may be given to the Trustee, including including, in the case of a Parent Meeting, an express indication that instructions may be given to the Trustee to give: (i) a proxy to such Beneficiary Non-Affiliated Holder or his its designee to exercise personally the Beneficiary such holder's Non-Affiliated Holder Votes; or (ii) a proxy to a designated agent or other representative of the management of Newco the Parent to exercise such Beneficiary Non-Affiliated Holder Votes; (d) a statement that if no such instructions are received from the BeneficiaryNon-Affiliated Holder, the Beneficiary Non-Affiliated Holder Votes to which such Beneficiary Non-Affiliated Holder is entitled will not be exercised; (e) a form of direction whereby the Beneficiary Non-Affiliated Holder may so direct and instruct the Trustee as contemplated herein; and (f) a statement of (i) the time and date by which such instructions must be received by the Trustee in order to be binding upon it, which in the case of a Newco Parent Meeting shall not be earlier than the close of business on the [second Business Day] Day prior to such meeting, and of (ii) the method for revoking or amending such instructions. The materials referred to above are to be provided by the Parent to the Trustee, but shall be subject to review and comment by the Trustee. For the purpose of determining Beneficiary Non-Affiliated Holder Votes to which a Beneficiary Non-Affiliated Holder is entitled in respect of any Newco such Parent Meeting or Newco Parent Consent, the number of CN Exchangeable Shares represented by CN Stapled Units owned of record by the Beneficiary Non-Affiliated Holder shall be determined at the close of business on the record date established by Newco the Parent or by applicable law for purposes of determining shareholders stockholders entitled to vote at such Newco MeetingParent Meeting or to give written consent in connection with such Parent Consent. Newco The Parent will notify the Trustee in writing of any decision of the Board board of Directors directors of Newco the Parent with respect to the calling of any Newco such Parent Meeting or the seeking of any such Parent Consent and shall provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this section Section 4.3.

Mailings to Shareholders. With respect to each Newco Wendy's Meeting and Newco Wendy's Consent, the Trustee will TRUSTEE shall mail or cause to be mailed or send by commercial express delivery service (or otherwise communicate in the same manner as Newco Wendy's utilizes in communications to holders of Newco Stapled UnitsWendy's Shares) to each of the Beneficiaries named in BENEFICIARY within three business days after the List referred to in section 4.6, such mailing or communication to commence on the same day as the TRUSTEE receives any mailing or notice (or other communication) with respect thereto is commenced by Newco to holders of Newco Stapled Unitsfrom Wendy's: (a) a copy of such notice, together with any related materials to be provided to holders shareholders of Newco Stapled UnitsWendy's; (b) a statement that such Beneficiary the BENEFICIARY is entitled to instruct the Trustee TRUSTEE as to the exercise of the Beneficiary Votes Voting Rights to which the BENEFICIARY is entitled with respect to such Newco Wendy's Meeting or Newco Consent Wendy's Consent, as the case may be, or, pursuant to section 4.7Section 4.5, to attend such Newco Wendy's Meeting and to exercise personally the Beneficiary Votes such Voting Rights thereat; (c) a statement as to the manner in which such instructions may be given to the TrusteeTRUSTEE (and the method for revoking the same), including an express indication that instructions may be given to the Trustee TRUSTEE to give: (i) a proxy to such Beneficiary the BENEFICIARY or his the BENEFICIARY'S designee to exercise personally the Beneficiary VotesVoting Rights to which the BENEFICIARY is entitled; or (ii) a proxy to a designated agent or other representative of the management of Newco Wendy's to exercise such Beneficiary VotesVoting Rights; (d) a statement that if no such instructions are received from the BeneficiaryBENEFICIARY, the Beneficiary Votes Voting Rights to which such Beneficiary the BENEFICIARY is entitled will not be exercised; (e) a form of direction whereby the Beneficiary BENEFICIARY may so direct and instruct the Trustee TRUSTEE as contemplated herein; and (f) a statement of the time and date by which such instructions must be received by the Trustee TRUSTEE in order to be binding upon it, which in the case of a Newco Wendy's Meeting shall not be earlier than the close of business on the [second Business Day] business day prior to such meeting, and of the method for revoking or amending such instructions. For the purpose of determining Beneficiary Votes to which a Beneficiary is entitled in respect of any Newco Meeting or Newco Consent, the number of CN Exchangeable Shares represented by CN Stapled Units owned of record by the Beneficiary shall be determined at the close of business on the record date established by Newco or by applicable law for purposes of determining shareholders entitled to vote at such Newco Meeting. Newco will notify the Trustee of any decision of the Board of Directors of Newco with respect to the calling of any Newco Meeting and shall provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this section 4.3.

Mailings to Shareholders. With respect to each Newco Orbital Meeting and Newco Orbital Consent, the Trustee will shall mail or cause to be mailed (or otherwise communicate in the same manner as Newco Orbital utilizes in communications to holders of Newco Stapled UnitsOrbital Common Shares) to each of the Beneficiaries Holders named in the List referred to in section 4.6, such mailing or communication to commence on the same day as the initial mailing or of notice (or other communication) with respect thereto is commenced given by Newco Orbital or any third party to holders of Newco Stapled Unitsits stockholders: (a) a copy of such notice, together with any proxy or information statement and related materials to be provided to holders stockholders of Newco Stapled UnitsOrbital; (b) a statement that such Beneficiary Holder is entitled to instruct the Trustee as to the exercise of the Beneficiary Holder Votes with respect to such Newco Orbital Meeting or Newco Consent Orbital Consent, as the case may be, or, pursuant to section 4.74.7 hereof, to attend such Newco Orbital Meeting and to exercise personally the Beneficiary Holder Votes thereat; (c) a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to give: (id) a proxy to such Beneficiary Holder or his designee to exercise personally the Beneficiary Holder Votes; or (iii) a proxy to a designated agent or other representative of the management of Newco Orbital to exercise such Beneficiary Holder Votes; (de) a statement that if no such instructions are received from the BeneficiaryHolder, the Beneficiary Holder Votes to which such Beneficiary Holder is entitled will not be exercised; (ef) a form of direction whereby the Beneficiary Holder may so direct and instruct the Trustee as contemplated herein; and (fg) a statement of (i) the time and date by which such instructions must be received by the Trustee in order to be binding upon it, which in the case of a Newco Orbital Meeting shall not be earlier than the close of business on the [second Business Day] Day prior to such meeting, and of (ii) the method for revoking or amending such instructions. For the purpose of determining Beneficiary Holder Votes to which a Beneficiary Holder is entitled in respect of any Newco such Orbital Meeting or Newco Orbital Consent, the number of CN Exchangeable Shares represented by CN Stapled Units owned of record by the Beneficiary Holder shall be determined at the close of business on the record date established by Newco Orbital or by applicable law for purposes of determining shareholders stockholders entitled to vote at such Newco MeetingOrbital Meeting or to give written consent in connection with such Orbital Consent. Newco will Orbital shall notify the Trustee of any decision of the Board board of Directors directors of Newco Orbital with respect to the calling of any Newco such Orbital Meeting or the seeking by Orbital of any such Orbital Consent and shall provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this section 4.3.

Mailings to Shareholders. (1) With respect to each Newco US Gold Meeting and Newco US Gold Consent, the Trustee will mail or cause to be mailed (or otherwise communicate in the same manner as Newco US Gold utilizes in communications to holders of Newco Stapled Unitsshares of US Gold Common Stock, subject to applicable regulatory requirements and to the Trustee being advised in writing of such manner and provided that such manner of communications is reasonably available to the Trustee) to each of the Beneficiaries named in the List referred to in section 4.6List, such mailing or communication to commence on the same day as the mailing or notice (or other communication) with respect thereto is commenced by Newco US Gold to holders of Newco Stapled Unitsits stockholders: (a) a copy of such notice, together with any related materials materials, including any proxy or information statement or listing particulars, to be provided to holders shareholders of Newco Stapled UnitsUS Gold but excluding proxies to vote shares of US Gold Common Stock; (b) a statement that such Beneficiary is entitled to instruct the Trustee as to the exercise of the Beneficiary Votes with respect to such Newco US Gold Meeting or Newco Consent US Gold Consent, as the case may be, or, pursuant and subject to section Section 4.7, to attend such Newco US Gold Meeting and to exercise personally the Beneficiary Votes thereat; (c) a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to give: (i) a proxy to such Beneficiary or his his, her or its designee to exercise personally the such holder’s Beneficiary Votes; or (ii) a proxy to a designated agent or other representative of the management of Newco US Gold to exercise such Beneficiary Votes; (d) a statement that if no such instructions are received from the Beneficiary, the Beneficiary Votes to which such Beneficiary is entitled will not be exercised; (e) a form of direction whereby the Beneficiary may so direct and instruct the Trustee as contemplated herein; and (f) a statement of of: (i) the time and date by which such instructions must be received by the Trustee in order to be binding upon it, which in the case of a Newco US Gold Meeting shall not be earlier later than the close of business on the [second Business Day] Day immediately prior to the date by which US Gold has required proxies to be deposited for such meeting, ; and (ii) of the method for revoking or amending such instructions. (2) The materials referred to in this Section 4.3 are to be provided to the Trustee by US Gold, and the materials referred to in Sections 4.3(1)(b), 4.3(1)(c), 4.3(1)(d), 4.3(1)(e) and 4.3(1)(f) shall (if reasonably practicable to do so) be subject to reasonable comment by the Trustee in a timely manner; provided, however, that the Trustee shall have no obligation to review such materials. Subject to the foregoing, US Gold shall ensure that the materials to be provided to the Trustee are provided in sufficient time to permit the Trustee to comment as aforesaid and to send all materials to each Beneficiary at the same time as such materials are first sent to holders of shares of US Gold Common Stock. US Gold agrees not to communicate with holders of shares of US Gold Common Stock with respect to the materials referred to in this Section 4.3 otherwise than by mail unless such method of communication is also reasonably available to the Trustee for communication with the Beneficiaries. Notwithstanding the foregoing, US Gold may at its option exercise the duties of the Trustee to deliver copies of all materials to each Beneficiary as required by this Section 4.3 so long as in each case US Gold delivers a certificate to the Trustee stating that US Gold has undertaken to perform the obligations of the Trustee set forth in this Section 4.3. (3) For the purpose of determining Beneficiary Votes to which a Beneficiary is entitled in respect of any Newco US Gold Meeting or Newco US Gold Consent, the number of CN Exchangeable Shares represented by CN Stapled Units owned of record by the Beneficiary shall be determined at the close of business on the record date established by Newco US Gold or by applicable law Law for purposes of determining shareholders entitled to vote at such Newco US Gold Meeting. Newco US Gold will notify the Trustee of any decision of the Board board of Directors directors of Newco US Gold with respect to the calling of any Newco US Gold Meeting and shall provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this section Section 4.3.

Mailings to Shareholders. With respect to each Newco Rational Meeting and Newco Rational Consent, the Trustee will use its reasonable efforts to mail or cause to be mailed (or otherwise communicate in the same manner as Newco Rational utilizes in communications to holders of Newco Stapled UnitsRational Common Shares, subject to the Trustee being advised in writing of that method and its ability to provide that method of communication) to each of the Beneficiaries named in the List referred to in section 4.6, such which mailing or communication communication, to the extent practicable, will commence on the same day as the mailing or notice (or other communication) with respect thereto is commenced by Newco Rational to holders of Newco Stapled Unitsits shareholders: (a) a copy of such the notice, together with any related materials to be provided to holders shareholders of Newco Stapled UnitsRational; (b) a statement that such the Beneficiary is entitled to instruct the Trustee as to the exercise of the Beneficiary Votes with respect to such Newco the Rational Meeting or Newco Rational Consent or, pursuant to section 4.7, to attend such Newco the Rational Meeting and to exercise personally the Beneficiary Votes thereatat the meeting; (c) a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to give: : (i) a proxy to such the Beneficiary or his designee to exercise personally the Beneficiary Votes; or or (ii) a proxy to a designated agent or other representative of the management of Newco Rational to exercise such the Beneficiary Votes; (d) a statement that if no such instructions are received from the Beneficiary, the Beneficiary Votes to which such that Beneficiary is entitled will not be exercised; (e) a form of direction whereby the Beneficiary may so direct and instruct the Trustee as contemplated hereinin this Article; and (f) a statement of the time and date by which such instructions must be received by the Trustee in order to be binding upon it, which in the case of a Newco Rational Meeting shall will not be earlier than the close of business on the [second Business Day] Day prior to such the meeting, and of the method for revoking or amending such those instructions. The materials referred to above are to be provided to the Trustee by Rational. For the purpose of determining Beneficiary Votes to which a Beneficiary is entitled in respect of any Newco Rational Meeting or Newco Rational Consent, the number of CN Exchangeable Shares represented by CN Stapled Units owned of record by the Beneficiary shall will be determined at the close of business on the record date established by Newco Rational or by applicable law for purposes of determining shareholders entitled to vote at such Newco the Rational Meeting. Newco Rational will notify the Trustee of any decision of the Board of Directors of Newco Rational with respect to the calling of any Newco Rational Meeting and shall will provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this section 4.3.

Mailings to Shareholders. With respect to each Newco Holdings Meeting and Newco Holdings Consent, the Trustee will promptly mail or cause to be mailed (or otherwise communicate in the same manner as Newco Holdings utilizes in communications to holders of Newco Stapled UnitsHoldings Shares, subject to applicable regulatory requirements and provided such manner of communications is reasonably available to the Trustee) to each of the Beneficiaries of the Exchangeable Units named in the List referred to in section Section 4.6, such mailing or communication to commence on the same day as the mailing or notice (or other communication) with respect thereto is commenced by Newco Holdings to holders of Newco Stapled Unitsits shareholders: (a) a copy of such notice, together with any related materials materials, including any proxy circular or information statement, to be provided to holders shareholders of Newco Stapled UnitsHoldings; (b) a statement that such Beneficiary is entitled to instruct the Trustee as to the exercise of the Beneficiary Votes with respect to such Newco Holdings Meeting or Newco Holdings Consent or, pursuant to section Section 4.7, to attend such Newco Holdings Meeting and to exercise personally the Beneficiary Votes thereat; (c) a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to give: (i) a proxy to such Beneficiary or his designee to exercise personally the Beneficiary Votes; or (ii) a proxy to a designated agent or other representative of the management of Newco Holdings to exercise such Beneficiary Votes; (d) a statement that if no such instructions are received from the Beneficiary, the Beneficiary Votes to which such Beneficiary is entitled will not be exercisedexercised by the Trustee; (e) a form of direction whereby the Beneficiary may so direct and instruct the Trustee as contemplated herein; and (f) a statement of the time and date by which such instructions must be received by the Trustee in order to be binding upon it, which in the case of a Newco Holdings Meeting shall not be earlier than the close of business on the [second Business Day] Day prior to such meeting, and of the method for revoking or amending such instructions. The materials referred to in this Section 4.3 are to be provided to the Trustee by Holdings, and the materials referred to in Sections 4.3(c) (statement as to the manner in which instructions may be given), 4.3(e) (form of direction) and 4.3(f) (statement of the time and date by which instructions must be received) shall be subject to reasonable comment by the Trustee in a timely manner. For the purpose of determining Beneficiary Votes to which a Beneficiary is entitled in respect of any Newco Holdings Meeting or Newco Holdings Consent, the number of CN Exchangeable Shares represented by CN Stapled Units owned of record by the Beneficiary shall be determined at the close of business on the record date established by Newco Holdings or by applicable law for purposes of determining shareholders entitled to vote at such Newco Holdings Meeting. Newco Holdings will notify the Trustee of any decision of the Holdings Board of Directors of Newco with respect to the calling of any Newco Holdings Meeting and shall provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this section Section 4.3.

Mailings to Shareholders. With respect to each Newco Meeting and Newco ConsentBowater Meeting, the Trustee will mail or cause to be mailed (or otherwise communicate in the same manner as Newco Bowater utilizes in communications to holders of Newco Stapled UnitsBowater Common Shares) to each of the Beneficiaries named in the List referred to in section 4.6, such mailing or communication to commence on the same day as the commencement of the initial mailing or notice (or other communication) with respect thereto is commenced given by Newco Bowater to holders of Newco Stapled Unitsits shareholders: (a) a copy of such notice, together with any related materials to be provided to holders shareholders of Newco Stapled UnitsBowater; (b) a statement that such Beneficiary is entitled to instruct the Trustee as to the exercise of the Beneficiary Votes with respect to such Newco Bowater Meeting or Newco Consent or, pursuant to section 4.7, to attend such Newco Bowater Meeting and to exercise personally the Beneficiary Votes thereat; (c) a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to give: (i) a proxy to such Beneficiary or his designee to exercise personally the Beneficiary Votes; or (ii) a proxy to a designated agent or other representative of the management of Newco Bowater to exercise such Beneficiary Votes; (d) a statement that if no such instructions are received from the Beneficiary, the Beneficiary Votes Trustee will not have Voting Rights with respect to which such Beneficiary is entitled will not be exercisedVotes; (e) a form of direction whereby the Beneficiary may so direct and instruct the Trustee as contemplated herein; and (f) a statement of the time and date by which such instructions must be received by the Trustee in order to be binding upon it, which in the case of a Newco Bowater Meeting shall not be earlier than the close of business on the [second Business Day] Day prior to such meeting, and of the method and deadline for revoking or amending such instructions. For the purpose of determining Beneficiary Votes to which a Beneficiary is entitled in respect of any Newco Meeting or Newco Consent, the number of CN Exchangeable Shares represented by CN Stapled Units owned of record by the Beneficiary shall be determined at the close of business on the record date established by Newco or by applicable law for purposes of determining shareholders entitled to vote at such Newco Meeting. Newco will notify the Trustee of any decision of the Board of Directors of Newco with respect to the calling of any Newco Meeting and shall provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this section 4.3.

Mailings to Shareholders. With respect to each Newco Merge Meeting and Newco Merge Consent, the Trustee will use its reasonable efforts promptly to mail or cause to be mailed (or otherwise communicate in the same manner as Newco Merge utilizes in communications to holders of Newco Stapled UnitsMerge Common Shares subject to applicable regulatory requirements and provided such manner of communications is reasonably available to the Trustee) to each of the Beneficiaries named in the List referred to in section 4.6, such mailing or communication to commence on the same day as the mailing or notice (or other communication) with respect thereto is commenced by Newco Merge to holders of Newco Stapled Unitsits shareholders: (a) a copy of such notice, together with any related materials materials, including, without limitation, any proxy or information statement, to be provided to holders shareholders of Newco Stapled UnitsMerge; (b) a statement that such Beneficiary is entitled to instruct the Trustee as to the exercise of the Beneficiary Votes with respect to such Newco Merge Meeting or Newco Merge Consent or, pursuant to section 4.7, to attend such Newco Merge Meeting and to exercise personally the Beneficiary Votes thereat; (c) a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to give: (i) a proxy to such Beneficiary or his designee to exercise personally the Beneficiary Votes; or (ii) a proxy to a designated agent or other representative of the management of Newco Merge to exercise such Beneficiary Votes; (d) a statement that if no such instructions are received from the Beneficiary, the Beneficiary Votes to which such Beneficiary is entitled will not be exercised; (e) a form of direction whereby the Beneficiary may so direct and instruct the Trustee as contemplated herein; and (f) a statement of the time and date by which such instructions must be received by the Trustee in order to be binding upon it, which in the case of a Newco Merge Meeting shall not be earlier than the close of business on the [second Business Day] Day prior to such meeting, and of the method for revoking or amending such instructions. The materials referred to in this section 4.3 are to be provided to the Trustee by Merge and the materials referred to in section 4.3(c), (e) and (f) shall be subject to reasonable comment by the Trustee in a timely manner. Merge shall ensure that the materials to be provided to the Trustee are provided in sufficient time to permit the Trustee to comment as aforesaid and to send all materials to each Beneficiary at the same time as such materials are first sent to holders of Merge Common Shares. Merge agrees not to communicate with holders of Merge Common Shares with respect to the materials referred to in this section 4.3 otherwise than by mail unless such method of communication is also reasonably available to the Trustee for communication with the Beneficiaries. For the purpose of determining Beneficiary Votes to which a Beneficiary is entitled in respect of any Newco Merge Meeting or Newco Merge Consent, the number of CN Exchangeable Shares represented by CN Stapled Units owned of record by the Beneficiary shall be determined at the close of business on the record date established by Newco Merge or by applicable law for purposes of determining shareholders entitled to vote at such Newco Merge Meeting. Newco Merge will notify the Trustee of any decision of the Board of Directors of Newco Merge with respect to the calling of any Newco Merge Meeting and shall provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this section 4.3.

Mailings to Shareholders. With respect to each Newco Pure Meeting and Newco Pure Consent, the Trustee will use its reasonable efforts promptly to mail or cause to be mailed (or otherwise communicate in the same manner as Newco Pure utilizes in communications to holders of Newco Stapled UnitsPure Common Shares subject to applicable regulatory requirements and provided such manner of communications is reasonably available to the Trustee) to each of the Beneficiaries named in the List referred to in section Subsection 4.6, such mailing or communication to commence on the same day as the mailing or notice (or other communication) with respect thereto is commenced by Newco Pure to holders of Newco Stapled Unitsits shareholders: (a) a copy of such notice, together with any related materials materials, including, without limitation, any proxy or information statement, to be provided to holders shareholders of Newco Stapled UnitsPure; (b) a statement that such Beneficiary is entitled to instruct the Trustee as to the exercise of the Beneficiary Votes with respect to such Newco Pure Meeting or Newco Pure Consent or, pursuant to section Subsection 4.7, to attend such Newco Pure Meeting and to exercise personally the Beneficiary Votes thereat; (c) a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to give: (i) a proxy to such Beneficiary or his designee to exercise personally the Beneficiary Votes; or (ii) a proxy to a designated agent or other representative of the management of Newco Pure to exercise such Beneficiary Votes; (d) a statement that if no such instructions are received from the Beneficiary, the Beneficiary Votes to which such Beneficiary is entitled will not be exercised; (e) a form of direction whereby the Beneficiary may so direct and instruct the Trustee as contemplated herein; and (f) a statement of the time and date by which such instructions must be received by the Trustee in order to be binding upon itit which, which in the case of a Newco Meeting Pure Meeting, shall not be earlier than the close of business on the [second Business Day] Day prior to such meeting, and of the method for revoking or amending such instructions. The materials referred to in this Subsection 4.4 are to be provided to the Trustee by Pure and the materials referred to in Subsection 4.3(c), (e) and (f) shall be subject to reasonable comments by the Trustee in a timely manner. Pure shall ensure that the materials to be provided to the Trustee are provided in sufficient time to permit the Trustee to comment as aforesaid and to send all materials to each Beneficiary at the same time as such materials are first sent to holders of Pure Common Shares. Pure agrees not to communicate with holders of Pure Common Shares with respect to the materials referred to in this Subsection 4.3 otherwise than by mail unless such method of communication is also reasonably available to the Trustee for communication with the Beneficiaries. For the purpose of determining Beneficiary Votes to which a Beneficiary is entitled in respect of any Newco Pure Meeting or Newco Pure Consent, the number of CN Exchangeable Shares represented by CN Stapled Units owned of record by the Beneficiary shall be determined at the close of business on the record date established by Newco Pure or by applicable law for purposes of determining shareholders entitled to vote at such Newco Pure Meeting. Newco Pure will notify the Trustee of any decision of the Board of Directors of Newco Pure with respect to the calling of any Newco Pure Meeting and shall provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this section Subsection 4.3.

Mailings to Shareholders. (1) With respect to each Newco Meeting and Newco ConsentAMVESCAP Meeting, the Trustee will use its reasonable efforts promptly to mail or cause to be mailed (or otherwise communicate in the same manner as Newco AMVESCAP utilizes in communications to holders of Newco Stapled UnitsAMVESCAP Ordinary Shares subject to applicable regulatory requirements and provided that such manner of communications is reasonably available to the Trustee) to each of the Beneficiaries named in the List referred to in section 4.6List, such mailing or communication to commence wherever practicable on the same day as the mailing or notice (or other communication) with respect thereto is commenced by Newco AMVESCAP to holders of Newco Stapled Unitsits shareholders: (a) a copy of such notice, together with any related materials materials, including, without limitation, any circular or information statement or listing particulars, to be provided to holders shareholders of Newco Stapled UnitsAMVESCAP; (b) a statement that such Beneficiary is entitled to instruct the Trustee as to the exercise of the Beneficiary Votes with respect to such Newco AMVESCAP Meeting or Newco Consent or, pursuant to section Section 4.7, to attend such Newco AMVESCAP Meeting and to exercise personally the Beneficiary Votes thereat; (c) a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to give: (i) a proxy to such Beneficiary or his his, her or its designee to exercise personally the Beneficiary Votes; or (ii) a proxy to a designated agent or other representative of the management of Newco AMVESCAP to exercise such Beneficiary Votes; (d) a statement that if no such instructions are received from the Beneficiary, the Beneficiary Votes to which such Beneficiary is entitled will not be exercised; (e) a form of direction whereby the Beneficiary may so direct and instruct the Trustee as contemplated herein; and (f) a statement of the time and date by which such instructions must be received by the Trustee in order to be binding upon it, which in the case of a Newco an AMVESCAP Meeting shall not be earlier than the close of business on the [second fourth Business Day] Day prior to such meeting, and of the method for revoking or amending such instructions. (2) The materials referred to in this Section 4.3 are to be provided to the Trustee by AMVESCAP, and the materials referred to in Section 4.3(1)(c), Section 4.3(1)(e) and Section 4.3(1)(f) shall (if reasonably practicable to do so) be subject to reasonable comment by the Trustee in a timely manner. Subject to the foregoing, AMVESCAP shall ensure that the materials to be provided to the Trustee are provided in sufficient time to permit the Trustee to comment as aforesaid and to send all materials to each Beneficiary at the same time as such materials are first sent to holders of AMVESCAP Ordinary Shares. AMVESCAP agrees not to communicate with holders of AMVESCAP Ordinary Shares with respect to the materials referred to in this Section 4.3 otherwise than by mail unless such method of communication is also reasonably available to the Trustee for communication with the Beneficiaries. (3) For the purpose of determining Beneficiary Votes to which a Beneficiary is entitled in respect of any Newco Meeting or Newco ConsentAMVESCAP Meeting, the number of CN Exchangeable Shares represented by CN Stapled Units owned of record by the Beneficiary shall be determined at the close of business on the record date established by Newco AMVESCAP or by applicable law for purposes of determining shareholders entitled to vote at such Newco AMVESCAP Meeting. Newco AMVESCAP will notify the Trustee of any decision of the Board board of Directors directors of Newco AMVESCAP with respect to the calling of any Newco AMVESCAP Meeting and shall provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this section Section 4.3.

Mailings to Shareholders. With respect to each Newco Jaws US Meeting and Newco Jaws US Consent, the Trustee will use all commercially reasonable efforts to mail or cause to be mailed (or otherwise communicate in the same manner as Newco Jaws US utilizes in communications to holders of Newco Stapled UnitsJaws US Common Stock, subject to the Trustee's ability to provide this method of communication and upon being advised in writing of such method) to each of the Beneficiaries Holders named in the List referred to in section 4.6, such mailing or communication to commence on the same day as the initial mailing or notice (or other communication) with respect thereto is commenced given by Newco Jaws US to holders of Newco Stapled Unitsits stockholders: (a) a copy of such notice, together with any proxy or information statement and related materials to be provided to holders stockholders of Newco Stapled UnitsJaws US; (b) a statement that such Beneficiary Holder is entitled to instruct the Trustee as to the exercise of the Beneficiary Holder Votes with respect to such Newco Jaws US Meeting or Newco Consent Jaws US Consent, as the case may be, or, pursuant to section 4.7Section 4.7 hereof, to attend such Newco Jaws US Meeting and to exercise personally the Beneficiary Holder Votes thereat; (c) a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to give: (i) a proxy direction to such Beneficiary or his designee vote to the Trustee to exercise personally the Beneficiary Holder Votes; or (ii) a proxy to a designated agent or other representative of the management of Newco Jaws US to exercise such Beneficiary Holder Votes; (d) a statement that if no such instructions are received from the BeneficiaryHolder, the Beneficiary Holder Votes to which such Beneficiary Holder is entitled will not be exercised; (e) a form of direction whereby the Beneficiary Holder may so direct and instruct the Trustee as contemplated herein; and (f) a statement of (i) the time and date by which such instructions must be received by the Trustee in order to be binding upon it, which in the case of a Newco Jaws US Meeting shall not be earlier than the close of business on the [second Business Day] Day prior to such meeting, and of (ii) the method for revoking or amending such instructions. The materials referred to above are to be provided by Jaws US to the Trustee, but shall be subject to review and comment by the Trustee. For the purpose of determining Beneficiary Holder Votes to which a Beneficiary Holder is entitled in respect of any Newco such Jaws US Meeting or Newco Jaws US Consent, the number of CN Exchangeable Shares represented by CN Stapled Units owned of record by the Beneficiary Holder shall be determined at the close of business on the record date established by Newco Jaws US or by applicable law for purposes of determining shareholders stockholders entitled to vote at such Newco MeetingJaws US Meeting or to give written consent in connection with such Jaws US Consent. Newco Jaws US will notify the Trustee in writing of any decision of the Board board of Directors directors of Newco Jaws US with respect to the calling of any Newco such Jaws US Meeting or the seeking of any such Jaws US Consent and shall provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this section Section 4.3.

Mailings to Shareholders. With respect to each Newco ServiceSoft Meeting and Newco ServiceSoft Consent, the Trustee will mail or cause to be mailed (or otherwise communicate in the same manner as Newco ServiceSoft utilizes in communications to holders of Newco Stapled UnitsServiceSoft Shares of the relevant class, subject to the Trustee being advised in writing of such method and its ability to provide this method of communication) to each of the Corresponding Beneficiaries named in the List referred to in section 4.6, such mailing or communication to commence on the same day as the initial mailing or of notice (or other communication) with respect thereto to such ServiceSoft Meeting or ServiceSoft Consent is commenced given by Newco ServiceSoft to holders of Newco Stapled Unitsits shareholders: (a) a copy of such notice, together with any related materials to be provided to holders shareholders of Newco Stapled UnitsServiceSoft; (b) a statement that such Corresponding Beneficiary is entitled to instruct the Trustee as to the exercise of the Beneficiary Votes with respect to such Newco ServiceSoft Meeting or Newco Consent ServiceSoft Consent, as the case may be, or, pursuant to section 4.74.7 of this Agreement, to attend such Newco ServiceSoft Meeting and to exercise personally the Beneficiary Votes thereatat such meeting; (c) a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to give: (i) a proxy to such Corresponding Beneficiary or his such Beneficiary's designee to exercise personally the Beneficiary Votes; or (ii) a proxy to a designated agent or other representative of the management of Newco ServiceSoft to exercise such Beneficiary Votes; (d) a statement that if no such instructions are received from the Corresponding Beneficiary, the Beneficiary Votes to which such Corresponding Beneficiary is entitled will not be exercised; (e) a form of direction whereby the Corresponding Beneficiary may so direct and instruct the Trustee as contemplated herein; and (f) a statement of the time and date by which such instructions must be received by the Trustee in order to be binding upon it, which in the case of a Newco ServiceSoft Meeting shall not be earlier than the close of business on the [second Business Day] Day prior to such meeting, and of the method for revoking or amending such instructions. The materials referred to above are to be provided to the Trustee by ServiceSoft, but shall be subject to review and comment by the Trustee. For the purpose of determining the Beneficiary Votes to which a Beneficiary is entitled in respect of any Newco such ServiceSoft Meeting or Newco ServiceSoft Consent, the number of CN Exchangeable Shares represented by CN Stapled Units of the relevant class owned of record by the Beneficiary shall be determined by ServiceSoft Canada at the close of business on the record date established by Newco ServiceSoft or by applicable law for purposes of determining shareholders entitled to vote at such Newco MeetingServiceSoft Meeting or to give written consent in connection with such ServiceSoft Consent. Newco ServiceSoft will notify the Trustee of any decision of the Board of Directors of Newco ServiceSoft with respect to the calling of any Newco such ServiceSoft Meeting or the seeking of any such ServiceSoft Consent and shall provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this section 4.3.

Mailings to Shareholders. (1) With respect to each Newco Vail Meeting and Newco or Vail Consent, the Trustee will mail or cause to be mailed (or otherwise communicate in the same manner as Newco Vail utilizes in communications to holders of Newco Stapled UnitsVail Shares, subject to applicable regulatory requirements and to the Trustee being advised in writing of such manner of communications and provided that such manner of communications is reasonably available to the Trustee) to each of the Beneficiaries Beneficiary named in the applicable List referred to in section 4.6, such mailing or communication to commence on the same day as the mailing or notice (or other communication) with respect thereto is commenced by Newco Vail to holders of Newco Stapled Unitsits shareholders: (a) a copy of such noticemailing, together with any related materials materials, including, without limitation, any proxy circular or information statement or listing particulars, to be provided to holders shareholders of Newco Stapled UnitsVail; (b) a statement that such Beneficiary is entitled to instruct the Trustee as to the exercise of the Beneficiary Votes with respect to such Newco Vail Meeting or Newco Vail Consent or, pursuant to section Section 4.7, to attend such Newco Vail Meeting and to exercise personally the Beneficiary Votes thereat; (c) a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to give: give (iA) a proxy to such Beneficiary or his his, her or its designee to exercise personally the such holder’s Beneficiary Votes; or , or (iiB) a proxy to a designated agent or other representative of the management of Newco Vail to exercise such holder’s Beneficiary Votes; (d) a statement that if no such instructions are received from the such Beneficiary, the Beneficiary Votes to which such the Beneficiary is entitled will not be exercised; (e) a form of direction whereby the such Beneficiary may so use to direct and instruct the Trustee as contemplated herein; and (f) a statement of (A) the time and date by which such instructions must be received by the Trustee in order for such instructions to be binding upon itthe Trustee, which in the case of a Newco Vail Meeting shall not be earlier than the close of business on the [second Business Day] Day immediately prior to the date by which Vail has required proxies to be deposited for such meeting, and (B) of the method for revoking or amending such instructions. (2) The materials referred to in this Section 4.3 shall be provided to the Trustee by Vail, and the materials referred to in Sections 4.3(1)(b), 4.3(1)(c), 4.3(1)(d), 4.3(1)(e) and 4.3(1)(f) shall (if reasonably practicable to do so) be subject to reasonable comment by the Trustee in a timely manner. Subject to the foregoing, Vail shall ensure that the materials to be provided to the Trustee are provided in sufficient time to permit the Trustee to comment as aforesaid and to send all materials to each Beneficiary at the same time as such materials are first sent to holders of Vail Shares. Vail agrees not to communicate with holders of Vail Shares with respect to the materials referred to in this Section 4.3 otherwise than by mail unless such method of communication is also reasonably available to the Trustee for communication with the Beneficiaries. Notwithstanding the foregoing, Vail may, at its option, exercise the duties of the Trustee to deliver copies of all materials to all Beneficiaries as required by this Section 4.3 so long as, in each case, Vail delivers a certificate to the Trustee stating that Vail has undertaken to perform the obligations of the Trustee set forth in this Section 4.3. (3) For the purpose of determining the number of Beneficiary Votes to which a Beneficiary is entitled in respect of any Newco Vail Meeting or Newco Vail Consent, the number of CN Exchangeable Shares represented by CN Stapled Units owned of record by the Beneficiary shall be determined at the close of business on the record date established by Newco Vail or by applicable law for purposes of determining shareholders entitled to vote at such Newco MeetingVail Meeting or in respect of such Vail Consent. Newco will Vail shall notify the Trustee of any decision of the Board board of Directors directors of Newco Vail with respect to the calling of any Newco Vail Meeting or any Vail Consent and shall provide all necessary information and materials to the Trustee in each case promptly and and, in any event event, in sufficient time to enable the Trustee to perform its the obligations contemplated by of the Trustee set forth in this section Section 4.3.

Mailings to Shareholders. With respect to each Newco Pixelworks Meeting and Newco Pixelworks Consent, the Trustee will use its reasonable efforts to mail or cause to be mailed (or otherwise communicate in the same manner as Newco Pixelworks utilizes in communications to holders Pixelworks Stockholders, subject to applicable regulatory requirements and to the Trustee being advised in writing of Newco Stapled Unitsthat method and it being able to provide that method of communication) to each of the Beneficiaries named in the List referred to in section 4.6, such mailing or communication to commence on the same day as the mailing or notice (or other communication) with respect thereto is commenced by Newco Pixelworks to holders of Newco Stapled UnitsPixelworks Stockholders: (a) a copy of such notice, together with any related meeting materials to be provided to holders of Newco Stapled UnitsPixelworks Stockholders; (b) a statement that such Beneficiary is entitled to instruct the Trustee as to the exercise of the Beneficiary Votes with respect to such Newco Pixelworks Meeting or Newco Pixelworks Consent or, pursuant to section 4.7, to attend such Newco Pixelworks Meeting and to exercise personally the Beneficiary Votes thereatat that meeting; (c) a statement as to the manner in which such instructions may be given to the TrusteeTrustee to exercise the votes attaching to the Special Voting Share, including an express indication that instructions may be given to the Trustee to give: (i) a proxy to such Beneficiary or his its designee to exercise personally the Beneficiary Votes; or (ii) a proxy to a designated agent or other representative of the management of Newco Pixelworks to exercise such Beneficiary Votes; (d) a statement that if no such instructions are received from the Beneficiary, the Beneficiary Votes to which such Beneficiary is entitled will not be exercised; (e) a form of direction whereby the Beneficiary may so direct and instruct the Trustee as to voting and otherwise as contemplated herein; and (f) a statement of the time and date by which such instructions must be received by the Trustee in order to be binding upon it, which which, in the case of a Newco Meeting shall Pixelworks Meeting, may not be earlier than the close of business on the [second Business Day] Day prior to such meeting, and of the method for revoking or amending such instructions. Unless otherwise agreed to by Pixelworks and the Trustee, the materials referred to above are to be provided to the Trustee by Pixelworks. For the purpose purposes of determining Beneficiary Votes to which a Beneficiary is entitled in respect of any Newco Pixelworks Meeting or Newco Pixelworks Consent, the number of CN Exchangeable Shares represented by CN Stapled Units owned of record by the Beneficiary shall will be determined at the close of business on the record date established by Newco Pixelworks or by applicable law for purposes of determining shareholders Pixelworks Stockholders entitled to vote at such Newco MeetingPixelworks Meeting or to sign such Pixelworks Consent. Newco Pixelworks will notify the Trustee of any decision of the Board board of Directors directors of Newco Pixelworks with respect to the calling of any Newco Pixelworks Meeting and shall will provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this section 4.3.

Mailings to Shareholders. With respect to each Newco Acquiror Meeting and Newco Acquiror Consent, the Trustee will use its reasonable commercial efforts promptly to mail or cause to be mailed (or otherwise communicate in the same manner as Newco Acquiror utilizes in communications to holders of Newco Stapled UnitsAcquiror Shares subject to applicable regulatory requirements and provided such manner of communications is reasonably available to the Trustee) to each of the Beneficiaries named in the List referred to in section 4.6List, such mailing or communication to commence on the same day as the mailing or notice (or other communication) with respect thereto is commenced by Newco Acquiror to holders of Newco Stapled Unitsits shareholders: (a) a copy of such notice, together with any related materials materials, including any proxy or information statement, to be provided to holders shareholders of Newco Stapled UnitsAcquiror; (b) a statement that such Beneficiary is entitled to instruct the Trustee as to the exercise of the Beneficiary Votes with respect to such Newco Acquiror Meeting or Newco Acquiror Consent or, pursuant to section Section 4.7, to attend such Newco Acquiror Meeting and to exercise personally thereat the Beneficiary Votes thereatof such Beneficiary; (c) a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to give: (i) a proxy to such Beneficiary or his its designee to exercise personally the Beneficiary Votes; or (ii) a proxy to a designated agent or other representative of the management of Newco Acquiror to exercise such Beneficiary Votes; (d) a statement that if no such instructions are received from the Beneficiary, the Beneficiary Votes to which such Beneficiary is entitled will not be exercised; (e) a form of direction whereby the Beneficiary may so direct and instruct the Trustee as contemplated herein; and (f) a statement of the time and date by which such instructions must be received by the Trustee in order to be binding upon it, which in the case of a Newco an Acquiror Meeting shall not be earlier than the close of business on the [second Business Day] Day immediately prior to the date by which the Corporation has required proxies be deposited for such meeting, and of the method for revoking or amending such instructions. For the purpose of determining Beneficiary Votes to which a Beneficiary is entitled in respect of any Newco Acquiror Meeting or Newco Acquiror Consent, the number of CN Exchangeable Shares represented by CN Stapled Units owned of record by the Beneficiary shall be determined at the close of business on the record date established by Newco Acquiror or by applicable law for purposes of determining shareholders entitled to vote at such Newco MeetingAcquiror Meeting or to give written consent in connection with such Acquiror Consent. Newco Acquiror will notify the Trustee of any decision of the Board of Directors of Newco Acquiror with respect to the calling of any Newco Acquiror Meeting or the seeking of any Acquiror Consent and shall provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this section Section 4.3. The materials referred to in this Section 4.3 are to be provided to the Trustee by Acquiror and the materials referred to in Subsections 4.3(c), 4.3(e) and 4.3(f) shall be subject to reasonable comment by the Trustee in a timely manner. Acquiror shall ensure that the materials to be provided to the Trustee are provided in sufficient time to permit the Trustee to comment as aforesaid and to send all materials to each Beneficiary at the same time as such materials are first sent to holders of Acquiror Shares. Acquiror agrees not to communicate with holders of Acquiror Shares with respect to the materials referred to in this Section 4.3 otherwise than by mail unless such method of communication is also reasonably available to the Trustee for communication with the Beneficiaries. Notwithstanding the foregoing, Acquiror may at its option exercise the duties of the Trustee to deliver copies of all materials to each Beneficiary as required by this Section 4.3 so long as in each case Acquiror delivers a certificate to the Trustee stating that Acquiror has undertaken to perform the obligations of the Trustee set forth in this Section 4.3.

Mailings to Shareholders. With respect to each Newco Parent Meeting and Newco Parent Consent, the Trustee will mail or cause to be mailed (or otherwise communicate in the same manner as Newco the Parent utilizes in communications to holders of Newco Stapled UnitsParent Common Shares) to each of the Beneficiaries named in the List referred to in section 4.6, such mailing or communication to commence on the same day as the initial mailing or notice (or other communication) with respect thereto is commenced given by Newco the Parent to holders of Newco Stapled Unitsits shareholders: (a) a copy of such notice, together with any related materials to be provided to holders shareholders of Newco Stapled Unitsthe Parent; (b) a statement that such Beneficiary is entitled to instruct the Trustee as to the exercise of the Beneficiary Votes with respect to such Newco Parent Meeting or Newco Consent Parent Consent, as the case may be, or, pursuant to section 4.7, to attend such Newco Parent Meeting and to exercise personally the Beneficiary Votes thereat; (c) a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to give: (i) a proxy to such Beneficiary or his designee to exercise personally the Beneficiary Votes; or (ii) a proxy to a designated agent or other representative of the management of Newco the Parent to exercise such Beneficiary Votes; (d) a statement that if no such instructions are received from the Beneficiary, the Beneficiary Votes to which such Beneficiary is entitled will not be exercised; (e) a form of direction whereby the Beneficiary may so direct and instruct the Trustee as contemplated herein; and (f) a statement of the time and date by which such instructions must be received by the Trustee in order to be binding upon it, which in the case of a Newco Parent Meeting shall not be earlier than the close of business on the [second Business Day] Day prior to such meeting, and of the method for revoking or amending such instructions. For the purpose of determining the Beneficiary Votes to which a Beneficiary is entitled in respect of any Newco such Parent Meeting or Newco Parent Consent, the number of CN Exchangeable Shares represented by CN Stapled Units owned of record by the Beneficiary shall be determined at the close of business on the record date established by Newco the Parent or by applicable law for purposes of determining shareholders entitled to vote at such Newco MeetingParent Meeting or to give written consent in connection with such Parent Consent. Newco The Parent will notify the Trustee of any decision of the Board of Directors of Newco the Parent with respect to the calling of any Newco such Parent Meeting or the seeking of any such Parent Consent and shall provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this section 4.3.

Mailings to Shareholders. With respect to each Newco Parent Meeting and Newco Parent Consent, the Trustee will mail or cause to be mailed (or otherwise communicate in the same manner as Newco the Parent utilizes in communications to holders of Newco Stapled UnitsParent Common Shares, subject to the Trustee being advised in writing of such method and its ability to provide this method of communication) to each of the Beneficiaries named in the List referred to in section 4.6, such mailing or communication to commence (as hereinafter defined) on the same day as the initial mailing or notice (or other communication) with respect thereto is commenced given by Newco the Parent to holders of Newco Stapled Unitsits shareholders: (a) a copy of such notice, together with any related materials to be provided to holders shareholders of Newco Stapled Unitsthe Parent; (b) a statement that such Beneficiary is entitled entitled, subject to the provisions of section 4.7, to instruct the Trustee as to the exercise of the Beneficiary Votes with respect to such Newco Parent Meeting or Newco Consent Parent Consent, as the case may be, or, pursuant and subject to section 4.7, to attend such Newco Parent Meeting and to exercise personally the Beneficiary Votes thereat; (c) a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to give: (i) a proxy to such Beneficiary or his designee to exercise personally the such Beneficiary's Beneficiary Votes; or (ii) a proxy to a designated agent or other representative of the management of Newco the Parent to exercise such Beneficiary's Beneficiary Votes; (d) a statement that if no such instructions are received from the Beneficiary, the Beneficiary Votes to which such Beneficiary is entitled will not be exercised; (e) a form of direction whereby the Beneficiary may so direct and instruct the Trustee as contemplated herein; and (f) a statement of the time and date by which such instructions must be received by the Trustee in order to be binding upon it, which in the case of a Newco Parent Meeting shall not be earlier than the close of business on the [second Business Day] Day prior to such meeting, and of the method for revoking or amending such instructions. The materials referred to above are to be provided by Parent to the Trustee, but shall be subject to review and comment by the Trustee. For the purpose of determining the Beneficiary Votes to which a Beneficiary is entitled in respect of any Newco such Parent Meeting or Newco Parent Consent, the number of CN Exchangeable Shares represented by CN Stapled Units owned of record by the Beneficiary shall be determined at the close of business on the record date established by Newco the Parent or by applicable law for purposes of determining shareholders entitled to vote at such Newco MeetingParent Meeting or to give written consent in connection with such Parent Consent. Newco The Parent will notify the Trustee in writing of any decision of the Board of Directors of Newco the Parent with respect to the calling of any Newco such Parent Meeting or the seeking of any such Parent Consent and shall provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this section 4.3.

Mailings to Shareholders. With respect to each Newco Parent Meeting and Newco Parent Consent, the Trustee will mail or cause to be mailed (or otherwise communicate in the same manner as Newco the Parent utilizes in communications to holders of Newco Stapled UnitsParent Common Shares, subject to the Trustee being advised in writing of such method and its ability to provide this method of communication) to each of the Beneficiaries named in the List referred to in section 4.6, such mailing or communication to commence (as hereinafter defined) on the same day as the initial mailing or notice (or other communication) with respect thereto is commenced given by Newco the Parent to holders of Newco Stapled Units: its shareholders: (a) a copy of such notice, together with any related materials to be provided to holders shareholders of Newco Stapled Units; the Parent; (b) a statement that such Beneficiary is entitled entitled, subject to the provisions of section 4.7, to instruct the Trustee as to the exercise of the Beneficiary Votes with respect to such Newco Parent Meeting or Newco Consent Parent Consent, as the case may be, or, pursuant and subject to section 4.7, to attend such Newco Parent Meeting and to exercise personally the Beneficiary Votes thereat; ; (c) a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to give: : (i) a proxy to such Beneficiary or his designee to exercise personally the such Beneficiary's Beneficiary Votes; or or (ii) a proxy to a designated agent or other representative of the management of Newco the Parent to exercise such Beneficiary's Beneficiary Votes; ; (d) a statement that if no such instructions are received from the Beneficiary, the Beneficiary Votes to which such Beneficiary is entitled will not be exercised; ; (e) a form of direction whereby the Beneficiary may so direct and instruct the Trustee as contemplated herein; and and (f) a statement of the time and date by which such instructions must be received by the Trustee in order to be binding upon it, which in the case of a Newco Parent Meeting shall not be earlier than the close of business on the [second Business Day] Day prior to such meeting, and of the method for revoking or amending such instructions. The materials referred to above are to be provided by Parent to the Trustee, but shall be subject to review and comment by the Trustee. For the purpose of determining the Beneficiary Votes to which a Beneficiary is entitled in respect of any Newco such Parent Meeting or Newco Parent Consent, the number of CN Exchangeable Shares represented by CN Stapled Units owned of record by the Beneficiary shall be determined at the close of business on the record date established by Newco the Parent or by applicable law for purposes of determining shareholders entitled to vote at such Newco MeetingParent Meeting or to give written consent in connection with such Parent Consent. Newco The Parent will notify the Trustee in writing of any decision of the Board of Directors of Newco the Parent with respect to the calling of any Newco such Parent Meeting or the seeking of any such Parent Consent and shall provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this section 4.3.. 7

Mailings to Shareholders. With respect to each Newco Spinco Meeting and Newco Spinco Consent, the Trustee will use its reasonable efforts promptly to mail or cause to be mailed (or otherwise communicate in the same manner as Newco Spinco utilizes in communications to holders of Newco Stapled Unitsshares of Spinco Common Stock subject to applicable regulatory requirements and provided such manner of communications is reasonably available to the Trustee) to each of the Beneficiaries named in the List referred to in section 4.6, such mailing or communication to commence on the same day as the mailing or notice (or other communication) with respect thereto is commenced by Newco Spinco to holders of Newco Stapled Unitsits shareholders: (a) a copy of such notice, together with any related materials materials, including, without limitation, any proxy or information statement, to be provided to holders shareholders of Newco Stapled UnitsSpinco; (b) a statement that such Beneficiary is entitled to instruct the Trustee as to the exercise of the Beneficiary Votes with respect to such Newco Spinco Meeting or Newco Spinco Consent or, pursuant to section 4.7, to attend such Newco Spinco Meeting and to exercise personally the Beneficiary Votes thereatat such meeting; (c) a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to give: (i) a proxy to such Beneficiary or his designee to exercise personally the Beneficiary Votes; or (ii) a proxy to a designated agent or other representative of the management of Newco Spinco to exercise such Beneficiary Votes; (d) a statement that if no such instructions are received from the Beneficiary, the Beneficiary Votes to which such Beneficiary is entitled will not be exercised; (e) a form of direction whereby the Beneficiary may so direct and instruct the Trustee as contemplated herein; and (f) a statement of the time and date by which such instructions must be received by the Trustee in order to be binding upon it, which in the case of a Newco Spinco Meeting shall not be earlier than the close of business on the [second Business Day] Day prior to such meeting, and of the method for revoking or amending such instructions. The materials referred to in this section 4.3 are to be provided to the Trustee by Spinco and the materials referred to in sections 4.3(c), 4.3(e) and 4.3(f) shall be subject to reasonable comment by the Trustee in a timely manner. Spinco shall ensure that the materials to be provided to the Trustee are provided in sufficient time to permit the Trustee to comment as aforesaid and to send all materials to each Beneficiary at the same time as such materials are first sent to holders of shares of Spinco Common Stock. Spinco agrees not to communicate with holders of shares of Spinco Common Stock with respect to the materials referred to in this section 4.3 otherwise than by mail unless such method of communication is also reasonably available to the Trustee for communication with the Beneficiaries. For the purpose of determining Beneficiary Votes to which a Beneficiary is entitled in respect of any Newco Spinco Meeting or Newco Spinco Consent, the number of CN Exchangeable Shares represented by CN Stapled Units owned of record by the Beneficiary shall be determined at the close of business on the record date established by Newco Spinco or by applicable law for purposes of determining shareholders entitled to vote at such Newco Spinco Meeting. Newco Spinco will notify the Trustee of any decision of the Board board of Directors directors of Newco Spinco with respect to the calling of any Newco Spinco Meeting and shall provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this section 4.3.

Mailings to Shareholders. (1) With respect to each Newco Meeting and Newco ConsentNewmont Meeting, the Trustee will use its reasonable efforts promptly to mail or cause to be mailed (or otherwise communicate in the same manner as Newco Newmont utilizes in communications to holders of Newco Stapled UnitsNewmont Shares subject to applicable regulatory requirements and the Trustee being advised in writing of such manner and provided that such manner of communications is reasonably available to the Trustee) to each of the Beneficiaries named in the List referred to at the Beneficiaries’ respective addresses as set forth in section 4.6the List, such mailing or communication to commence wherever practicable on the same day as the mailing or notice (or other communication) with respect thereto is commenced by Newco Newmont to holders of Newco Stapled Unitsits shareholders: (a) a copy of such notice, together with any related materials materials, including any circular or information statement or listing particulars, to be provided to holders shareholders of Newco Stapled UnitsNewmont but excluding proxies to vote Newmont Shares; (b) a statement that such Beneficiary is entitled to instruct the Trustee as to the exercise of the Beneficiary Votes with respect to such Newco Newmont Meeting or Newco Consent or, pursuant and subject to section Section 4.7, to attend such Newco Newmont Meeting and to exercise personally the Beneficiary Votes thereat; (c) a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to give: (i) a proxy to such Beneficiary or his his, her or its designee to exercise personally the Beneficiary Votes; or (ii) a proxy to a designated agent or other representative of the management of Newco Newmont to exercise such Beneficiary Votes; (d) a statement that if no such instructions are received from the Beneficiary, the Beneficiary Votes to which such Beneficiary is entitled will not be exercised; (e) a form of direction whereby the Beneficiary may so direct and instruct the Trustee as contemplated herein; and (f) a statement of the time and date by which such instructions must be received by the Trustee in order to be binding upon it, which in the case of a Newco Newmont Meeting shall not be earlier than the close of business on the [second Business Day] fourth business day prior to such meeting, and of the method for revoking or amending such instructions. (2) The materials referred to in this Section 4.2 are to be provided to the Trustee by Newmont, and the materials referred to in Section 4.3(1)(c), 4.3(1)(e) and 4.3(1)(f) shall (if reasonably practicable to do so) be subject to reasonable comment by the Trustee in a timely manner; provided, however, that the Trustee shall have no obligation to review such materials. Subject to the foregoing, Newmont shall ensure that the materials to be provided to the Trustee are provided in sufficient time to permit the Trustee to comment as aforesaid and to send all materials to each Beneficiary at the same time as such materials are first sent to holders of Newmont Shares. Newmont agrees not to communicate with holders of Newmont Shares with respect to the materials referred to in this Section 4.3 otherwise than by mail unless such method of communication is also reasonably available to the Trustee for communication with the Beneficiaries. (3) For the purpose of determining Beneficiary Votes to which a Beneficiary is entitled in respect of any Newco Meeting or Newco ConsentNewmont Meeting, the number of CN Exchangeable Shares represented by CN Stapled Units owned of record by the Beneficiary shall be determined at the close of business on the record date established by Newco Newmont or by applicable law for purposes of determining shareholders entitled to vote at such Newco Newmont Meeting. Newco Newmont will notify the Trustee of any decision of the Board board of Directors directors of Newco Newmont with respect to the calling of any Newco Newmont Meeting and shall provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this section Section 4.3.

Mailings to Shareholders. With respect to each Newco Meeting and Newco ConsentShire Meeting, the Trustee will mail or cause to be mailed (or otherwise communicate in the same manner as Newco Shire utilizes in communications to holders of Newco Stapled UnitsShire Ordinary Shares or Shire ADSs subject to the Trustee being advised in writing of that method and its ability to provide that method of communication) to each of the Beneficiaries named in the List referred to in section Section 4.6, the following materials (such mailing or communication to commence on the same day as the mailing or notice (or other communication) with respect thereto is commenced by Newco Shire to holders its shareholders or, if later, promptly after receipt by the Trustee of Newco Stapled Units:such materials): (a) a copy of the notice of such noticeShire Meeting, together with any related materials materials, including, without limitation, any circular or information statement or listing particulars, to be provided to holders shareholders of Newco Stapled UnitsShire; (b) a statement that such Beneficiary is entitled to instruct the Trustee as to the exercise of the Beneficiary Votes with respect to such Newco Shire Meeting or Newco Consent or, pursuant to section Section 4.7, to attend such Newco Shire Meeting and to exercise personally the Beneficiary Votes thereat; (c) a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to give: (i) a proxy to such Beneficiary or his designee to exercise personally the Beneficiary Votes; or (ii) a proxy to a designated agent or other representative of the management of Newco Shire to exercise such Beneficiary Votes; (d) a statement that if no such instructions are received from the Beneficiary, the Beneficiary Votes to which such Beneficiary is entitled will not be exercised; (e) a form of direction whereby the Beneficiary may so direct and instruct the Trustee as to voting and otherwise as contemplated herein; and (f) a statement of the time and date by which such instructions must be received by the Trustee in order to be binding upon it, which which, in the case of a Newco Meeting Shire Meeting, shall be not be earlier later than the close of business on the [second fourth Business Day] Day prior to such meeting, and of the method for revoking or amending such instructions. For the purpose of determining Beneficiary Votes to which a Beneficiary is entitled in respect of any Newco Meeting or Newco ConsentShire Meeting, the number of CN Exchangeable Shares represented by CN Stapled Units owned of record by the Beneficiary shall be determined at the close of business on the record date established by Newco Shire or by applicable law for purposes of determining shareholders entitled to vote at such Newco Shire Meeting. Newco Shire will notify the Trustee of any decision of the Board of Directors of Newco Shire with respect to the calling of any Newco Shire Meeting and shall provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this section Section 4.3.

Mailings to Shareholders. (1) With respect to each Newco Coeur Meeting and Newco Coeur Consent, the Trustee will use its reasonable best efforts to mail or cause to be mailed (or otherwise communicate in the same manner as Newco Coeur utilizes in communications to holders of Newco Stapled UnitsCoeur Common Stock, subject to the Trustee being advised in writing of such manner and provided that such manner of communications is reasonably available to the Trustee) to each of the Beneficiaries named in the List referred to at the Beneficiaries' respective addresses as set forth in section 4.6the List, such mailing or communication to commence on the same day as the initial mailing or notice (or other communication) with respect thereto is commenced given by Newco Coeur to holders of Newco Stapled Unitsits shareholders: (a) a copy of such notice, together with any related materials materials, including any circular or information statement or listing particulars, to be provided to holders shareholders of Newco Stapled UnitsCoeur but excluding proxies to vote Coeur Common Stock; (b) a statement that such Beneficiary is entitled to instruct the Trustee as to the exercise of the Beneficiary Votes with respect to such Newco Coeur Meeting or Newco Consent Coeur Consent, as the case may be, or, pursuant and subject to section Section 4.7, to attend such Newco Coeur Meeting and to exercise personally the Beneficiary Votes thereat; (c) a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to give: (i) a proxy to such Beneficiary or his his, her or its designee to exercise personally the such holder's Beneficiary Votes; or (ii) a proxy to a designated agent or other representative of the management of Newco Coeur to exercise such Beneficiary Votes; (d) a statement that if no such instructions are received from the Beneficiary, the Beneficiary Votes to which such Beneficiary is entitled will not be exercised; (e) a form of direction whereby the Beneficiary may so direct and instruct the Trustee as contemplated herein; and (f) a statement of (i) the time and date by which such instructions must be received by the Trustee in order to be binding upon it, which in the case of a Newco Coeur Meeting shall not be earlier than the close of business on the [second Business Day] Day prior to such meeting, and of (ii) the method for revoking or amending such instructions. (2) The materials referred to in this Section 4.3 are to be provided to the Trustee by Coeur, and the materials referred to in Sections 4.3(1)(c), 4.3(1)(e) and 4.3(1)(f) shall (if reasonably practicable to do so) be subject to reasonable comment by the Trustee in a timely manner; provided, however, that the Trustee shall have no obligation to review such materials. Subject to the foregoing, Coeur shall ensure that the materials to be provided to the Trustee are provided in sufficient time to permit the Trustee to comment as aforesaid and to send all materials to each Beneficiary at the same time as such materials are first sent to holders of Coeur Common Stock. Coeur agrees not to communicate with holders of Coeur Common Stock with respect to the materials referred to in this Section 4.3 otherwise than by mail unless such method of communication is also reasonably available to the Trustee for communication with the Beneficiaries. (3) For the purpose of determining Beneficiary Votes to which a Beneficiary is entitled in respect of any Newco Coeur Meeting or Newco Coeur Consent, the number of CN Exchangeable Shares represented by CN Stapled Units owned of record by the Beneficiary shall be determined at the close of business on the record date established by Newco Coeur or by applicable law for purposes of determining shareholders entitled to vote at such Newco MeetingCoeur Meeting or to give written consent in connection with such Coeur Consent. Newco Coeur will notify the Trustee of any decision of the Board board of Directors directors of Newco Coeur with respect to the calling of any Newco Coeur Meeting or the seeking of any Coeur Consent and shall provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this section Section 4.3.

Mailings to Shareholders. (1) With respect to each Newco US Gold Meeting and Newco US Gold Consent, the Trustee will mail or cause to be mailed (or otherwise communicate in the same manner as Newco US Gold utilizes in communications to holders of Newco Stapled UnitsUS Gold Common Stock, subject to the Trustee being advised in writing of such manner and provided that such manner of communications is reasonably available to the Trustee) to each of the Beneficiaries named in the List referred to at the Beneficiaries’ respective addresses as set forth in section 4.6the List, such mailing or communication to commence on the same day as the initial mailing or notice (or other communication) with respect thereto is commenced given by Newco US Gold to holders of Newco Stapled Unitsits stockholders: (a) a copy of such notice, together with any related materials materials, including any circular or information statement or listing particulars, to be provided to holders shareholders of Newco Stapled UnitsUS Gold but excluding proxies to vote US Gold Common Stock; (b) a statement that such Beneficiary is entitled to instruct the Trustee as to the exercise of the Beneficiary Votes with respect to such Newco US Gold Meeting or Newco Consent US Gold Consent, as the case may be, or, pursuant and subject to section Section 4.7, to attend such Newco US Gold Meeting and to exercise personally the Beneficiary Votes thereat; (c) a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to give: (i) a proxy to such Beneficiary or his his, her or its designee to exercise personally the such holder’s Beneficiary Votes; or (ii) a proxy to a designated agent or other representative of the management of Newco US Gold to exercise such Beneficiary Votes; (d) a statement that if no such instructions are received from the Beneficiary, the Beneficiary Votes to which such Beneficiary is entitled will not be exercised; (e) a form of direction whereby the Beneficiary may so direct and instruct the Trustee as contemplated herein; and (f) a statement of (i) the time and date by which such instructions must be received by the Trustee in order to be binding upon it, which in the case of a Newco US Gold Meeting shall not be earlier later than the close of business on the [second Business Day] Day prior to such meeting, and of (ii) the method for revoking or amending such instructions. (2) The materials referred to in this Section 4.3 are to be provided to the Trustee by US Gold, and the materials referred to in Sections 4.3(1)(c), 4.3(1)(e) and 4.3(1)(f) shall (if reasonably practicable to do so) be subject to reasonable comment by the Trustee in a timely manner; provided, however, that the Trustee shall have no obligation to review such materials. Subject to the foregoing, US Gold shall ensure that the materials to be provided to the Trustee are provided in sufficient time to permit the Trustee to comment as aforesaid and to send all materials to each Beneficiary at the same time as such materials are first sent to holders of US Gold Common Stock. US Gold agrees not to communicate with holders of US Gold Common Stock with respect to the materials referred to in this Section 4.3 otherwise than by mail unless such method of communication is also reasonably available to the Trustee for communication with the Beneficiaries. (3) For the purpose of determining Beneficiary Votes to which a Beneficiary is entitled in respect of any Newco US Gold Meeting or Newco US Gold Consent, the number of CN Exchangeable Shares represented by CN Stapled Units owned of record by the Beneficiary shall be determined at the close of business on the record date established by Newco US Gold or by applicable law for purposes of determining shareholders stockholders entitled to vote at such Newco MeetingUS Gold Meeting or to give written consent in connection with such US Gold Consent. Newco US Gold will notify the Trustee of any decision of the Board board of Directors directors of Newco US Gold with respect to the calling of any Newco US Gold Meeting or the seeking of any US Gold Consent and shall provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this section Section 4.3.

Mailings to Shareholders. With respect to each Newco Amdocs Meeting and Newco Amdocs Consent, the Trustee will mail or cause to be mailed (or otherwise communicate in the same manner as Newco Amdocs utilizes in communications to holders of Newco Stapled UnitsAmdocs Ordinary Shares) to each of the Beneficiaries Holders named in the List referred to in section 4.6, such mailing or communication to commence on the same day as the initial mailing or notice (or other communication) with respect thereto is commenced given by Newco Amdocs to holders of Newco Stapled Unitsits shareholders: (a) a copy of such notice, together with any proxy or information statement and related materials to be provided to holders shareholders of Newco Stapled UnitsAmdocs; (b) a statement that such Beneficiary Holder is entitled to instruct the Trustee as to the exercise of the Beneficiary Holder Votes with respect to such Newco Amdocs Meeting or Newco Consent Amdocs Consent, as the case may be, or, pursuant to section 4.7Section 4.7 hereof, to attend such Newco Amdocs Meeting and to exercise personally the Beneficiary Holder Votes thereat; (c) a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to give: (i) a proxy to such Beneficiary Holder or his designee to exercise personally the Beneficiary Holder Votes; or (ii) a proxy to a designated agent or other representative of the management of Newco Amdocs to exercise such Beneficiary Holder Votes; (d) a statement that if no such instructions are received from the BeneficiaryHolder, the Beneficiary Holder Votes to which such Beneficiary Holder is entitled will not be exercised; (e) a form of direction whereby the Beneficiary Holder may so direct and instruct the Trustee as contemplated herein; and (f) a statement of (i) the time and date by which such instructions must be received by the Trustee in order to be binding upon it, which in the case of a Newco an Amdocs Meeting shall not be earlier than the close of business on the [second Business Day] Day prior to such meeting, and of (ii) the method for revoking or amending such instructions. For the purpose of determining Beneficiary Votes to which a Beneficiary is entitled in respect of any Newco Meeting or Newco Consent, the number of CN Exchangeable Shares represented by CN Stapled Units owned of record by the Beneficiary shall be determined at the close of business on the record date established by Newco or by applicable law for purposes of determining shareholders entitled to vote at such Newco Meeting. Newco will notify the Trustee of any decision of the Board of Directors of Newco with respect to the calling of any Newco Meeting and shall provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this section 4.3.

Mailings to Shareholders. With respect to each Newco PureRay U.S. Meeting and Newco PureRay U.S. Consent, the Trustee PureRay U.S. will mail or cause to be mailed (or otherwise communicate in the same manner as Newco PureRay U.S. utilizes in communications to holders of Newco Stapled UnitsPureRay U.S. Common Shares) to the Trustee and each of the Beneficiaries named in the List referred to in section 4.6, such mailing or communication to commence on the same day as the mailing or notice (or other communication) with respect thereto is commenced by Newco PureRay U.S. to holders of Newco Stapled Unitsits shareholders: (a) a copy of such notice, together with any related materials to be provided to holders shareholders of Newco Stapled UnitsPureRay U.S.; (b) a statement that such Beneficiary is entitled to instruct the Trustee as to the exercise of the Beneficiary Votes with respect to such Newco PureRay U.S. Meeting or Newco PureRay U.S. Consent or, pursuant to section 4.7, to attend such Newco PureRay U.S. Meeting and to exercise personally the Beneficiary Votes thereat; (c) a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to give: (i) a proxy to such Beneficiary or his designee to exercise personally the Beneficiary Votes; or (ii) a proxy to a designated agent or other representative of the management of Newco PureRay U.S. to exercise such Beneficiary Votes; (d) a statement that if no such instructions are received from the Beneficiary, the Beneficiary Votes to which such Beneficiary is entitled will not be exercised; (e) a form of direction whereby the Beneficiary may so direct and instruct the Trustee as contemplated herein; and (f) a statement of the time and date by which such instructions must be received by the Trustee in order to be binding upon it, which in the case of a Newco PureRay U.S. Meeting shall not be earlier than the close of business on the [second Business Day] prior to Day before such meeting, and of the method for revoking or amending such instructions. For the purpose of determining Beneficiary Votes to which a Beneficiary is entitled in respect of any Newco PureRay U.S. Meeting or Newco PureRay U.S. Consent, the number of CN Exchangeable Shares represented by CN Stapled Units owned of record by the Beneficiary shall be determined at the close of business on the record date established by Newco PureRay U.S. or by applicable law for purposes of determining shareholders entitled to vote at such Newco Meeting. Newco will notify the Trustee of any decision of the Board of Directors of Newco with respect to the calling of any Newco Meeting and shall provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this section 4.3.PureRay U.S.

Mailings to Shareholders. With respect to each Newco Veritas Meeting and Newco Veritas Consent, the Trustee will mail or cause to be mailed (or otherwise communicate in the same manner as Newco Veritas utilizes in communications to holders of Newco Stapled UnitsVeritas Common Stock, subject to the Trustee's ability to provide this method of communication and upon being advised in writing of such method) to each of the Beneficiaries Holders named in the List referred to in section 4.6, such mailing or communication to commence on the same day as the initial mailing or notice (or other communication) with respect thereto is commenced given by Newco Veritas to holders of Newco Stapled Unitsits stockholders: (ai) a copy of such notice, together with any proxy or information statement and related materials to be provided to holders stockholders of Newco Stapled UnitsVeritas; (bii) a statement that such Beneficiary Holder is entitled to instruct the Trustee as to the exercise of the Beneficiary Holder Votes with respect to such Newco Veritas Meeting or Newco Consent Veritas Consent, as the case may be, or, pursuant to section 4.7Section 4(g) hereof, to attend such Newco Veritas Meeting and to exercise personally as the Beneficiary proxy of the Trustee, the Holder Votes thereat; (ciii) a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to give: (iA) a proxy to such Beneficiary Holder or his designee to exercise personally the Beneficiary Holder Votes; or (iiB) a proxy to a designated agent or other representative of the management of Newco Veritas to exercise such Beneficiary Holder Votes; (div) a statement that if no such instructions are received from the BeneficiaryHolder, the Beneficiary Holder Votes to which such Beneficiary Holder is entitled will not be exercised; (ev) a form of direction whereby the Beneficiary Holder may so direct and instruct the Trustee as contemplated herein; and (fvi) a statement of (A) the time and date by which such instructions must be received by the Trustee in order to be binding upon it, which in the case of a Newco Veritas Meeting shall not be earlier than the close of business on the [second Business Day] Day prior to such meeting, and of (B) the method for revoking or amending such instructions. The materials referred to above are to be provided by Veritas to the Trustee, but shall be subject to review and comment by the Trustee. For the purpose of determining Beneficiary Holder Votes to which a Beneficiary Holder is entitled in respect of any Newco such Veritas Meeting or Newco Veritas Consent, the number of CN Series 1 Exchangeable Shares represented by CN Stapled Units owned of record by the Beneficiary Holder shall be determined at the close of business on the record date established by Newco Veritas or by applicable law for purposes of determining shareholders stockholders entitled to vote at such Newco MeetingVeritas Meeting or to give written consent in connection with such Veritas Consent. Newco Veritas will notify the Trustee in writing of any decision of the Board board of Directors directors of Newco Veritas with respect to the calling of any Newco such Veritas Meeting or the seeking of any such Veritas Consent and shall provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this section 4.3Section 4(c).

Mailings to Shareholders. (1) With respect to each Newco Abgenix Meeting and Newco Abgenix Consent, the Trustee will use its reasonable efforts promptly to mail or cause to be mailed (or otherwise communicate in the same manner as Newco Abgenix utilizes in communications to holders of Newco Stapled UnitsAbgenix Common Shares subject to applicable regulatory requirements and provided that such manner of communications is reasonably available to the Trustee) to each of the Beneficiaries named in the List referred to in section 4.6List, such mailing or communication to commence wherever practicable on the same day as the mailing or notice (or other communication) with respect thereto is commenced by Newco Abgenix to holders of Newco Stapled Unitsits shareholders: (a) a copy of such notice, together with any related materials materials, including, without limitation, any circular or information statement to be provided to holders shareholders of Newco Stapled UnitsAbgenix; (b) a statement that such Beneficiary is entitled to instruct the Trustee as to the exercise of the Beneficiary Votes with respect to such Newco Abgenix Meeting or Newco Consent or, pursuant to section Section 4.7, to attend such Newco Abgenix Meeting or the delivery of the Abgenix Consent and to exercise personally the Beneficiary Votes thereat; (c) a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to give: (i) a proxy to such Beneficiary or his designee to exercise personally the Beneficiary Votes; or (ii) a proxy to a designated agent or other representative of the management of Newco Abgenix to exercise such Beneficiary Votes; (d) a statement that if no such instructions are received from the Beneficiary, the Beneficiary Votes to which such Beneficiary is entitled will not be exercised; (e) a form of direction whereby the Beneficiary may so direct and instruct the Trustee as contemplated herein; and (f) a statement of the time and date by which such instructions must be received by the Trustee in order to be binding upon it, which in the case of a Newco an Abgenix Meeting shall not be earlier than the close of business on the [second fourth Business Day] Day prior to such meeting, and of the method for revoking or amending such instructions. (2) The materials referred to in this Section 4.3 are to be provided to the Trustee by Abgenix, and the materials referred to in Section 4.3(1)(c), Section 4.3(1)(e) and Section 4.3(1)(f) shall be subject to reasonable comment by the Trustee in a timely manner. Abgenix shall ensure that the materials to be provided to the Trustee are provided in sufficient time to permit the Trustee to comment as aforesaid and to send all materials to each Beneficiary at the same time as such materials are first sent to holders of Abgenix Common Shares. Abgenix agrees not to communicate with holders of Abgenix Common Shares with respect to the materials referred to in this Section 4.3 otherwise than by mail unless such method of communication is also reasonably available to the Trustee for communication with the Beneficiaries. (3) For the purpose of determining Beneficiary Votes to which a Beneficiary is entitled in respect of any Newco Abgenix Meeting or Newco Abgenix Consent, the number of CN Exchangeable Company Special Shares represented by CN Stapled Units owned of record by the Beneficiary shall be determined at the close of business on the record date established by Newco Abgenix or by applicable law for purposes of determining shareholders entitled to vote at such Newco MeetingAbgenix Meeting or in respect of such Abgenix Consent. Newco Abgenix will notify the Trustee of any decision of the Board of Directors of Newco Abgenix with respect to the calling of any Newco Abgenix Meeting or request for Abgenix Consent and shall provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this section Section 4.3.

Mailings to Shareholders. With respect to each Newco Devon Meeting and Newco Devon Consent, the Trustee will mail or cause to be mailed (or otherwise communicate in the same manner as Newco Devon utilizes in communications to holders of Newco Stapled UnitsDevon Common Stock, subject to the Trustee's ability to provide this method of communication and upon being advised in writing of such method) to each of the Beneficiaries Holders named in the List referred to in section 4.6, such mailing or communication to commence on the same day as the initial mailing or notice (or other communication) with respect thereto is commenced given by Newco Devon to holders of Newco Stapled Units: its stockholders: (a) a copy of such notice, together with any proxy or information statement and related materials to be provided to holders stockholders of Newco Stapled Units; Devon; (b) a statement that such Beneficiary Holder is entitled to instruct the Trustee as to the exercise of the Beneficiary Holder Votes with respect to such Newco Devon Meeting or Newco Consent Devon Consent, as the case may be, or, pursuant to section 4.7Section 4.7 hereof, to attend such Newco Devon Meeting and to exercise personally the Beneficiary Holder Votes thereat; ; (c) a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to give: : (i) a proxy to such Beneficiary Holder or his such Holder's designee to exercise personally the Beneficiary Holder Votes; or or (ii) a proxy to a designated agent or other representative of the management of Newco Devon to exercise such Beneficiary Holder Votes; ; (d) a statement that if no such instructions are received from the BeneficiaryHolder, the Beneficiary Holder Votes to which such Beneficiary Holder is entitled will not be exercised; ; (e) a form of direction whereby the Beneficiary Holder may so direct and instruct the Trustee as contemplated herein; and and (f) a statement of (i) the time and date by which such instructions must be received by the Trustee in order to be binding upon it, which in the case of a Newco Devon Meeting shall not be earlier than the close of business on the [second Business Day] prior to such meeting, and of the method for revoking or amending such instructions. For the purpose of determining Beneficiary Votes to which a Beneficiary is entitled in respect of any Newco Meeting or Newco Consent, the number of CN Exchangeable Shares represented by CN Stapled Units owned of record by the Beneficiary shall be determined at the close of business on the record date established by Newco or by applicable law for purposes of determining shareholders entitled to vote at such Newco Meeting. Newco will notify the Trustee of any decision of the Board of Directors of Newco with respect to the calling of any Newco Meeting and shall provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this section 4.3.of

Mailings to Shareholders. With respect to each Newco Duke Energy Meeting and Newco Duke Energy Consent, the Trustee will use its reasonable efforts promptly to mail or cause to be mailed (or otherwise communicate in the same manner as Newco Duke Energy utilizes in communications to holders of Newco Stapled UnitsDuke Energy Common Shares subject to applicable regulatory requirements and provided such manner of communications is reasonably available to the Trustee) to each of the Beneficiaries named in the List referred to in section 4.6List, such mailing or communication to commence on the same day as the mailing or notice (or other communication) with respect thereto is commenced by Newco Duke Energy to holders of Newco Stapled Unitsits shareholders: (a) a copy of such notice, together with any related materials materials, including any proxy or information statement, to be provided to holders shareholders of Newco Stapled UnitsDuke Energy; (b) a statement that such Beneficiary is entitled to instruct the Trustee as to the exercise of the Beneficiary Votes with respect to such Newco Duke Energy Meeting or Newco Duke Energy Consent or, pursuant to section Section 4.7, to attend such Newco Duke Energy Meeting and to exercise personally thereat the Beneficiary Votes thereatof such Beneficiary; (c) a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to give: (i) a proxy to such Beneficiary or his its designee to exercise personally the Beneficiary Votes; or (ii) a proxy to a designated agent or other representative of the management of Newco Duke Energy to exercise such Beneficiary Votes; (d) a statement that if no such instructions are received from the Beneficiary, the Beneficiary Votes to which such Beneficiary is entitled will not be exercised; (e) a form of direction whereby the Beneficiary may so direct and instruct the Trustee as contemplated herein; and (f) a statement of the time and date by which such instructions must be received by the Trustee in order to be binding upon it, which in the case of a Newco Duke Energy Meeting shall not be earlier than the close of business on the [second Business Day] Day prior to such meeting, and of the method for revoking or amending such instructions. For the purpose of determining Beneficiary Votes to which a Beneficiary is entitled in respect of any Newco Duke Energy Meeting or Newco Duke Energy Consent, the number of CN Exchangeable Shares represented by CN Stapled Units owned of record by the Beneficiary shall be determined at the close of business on the record date established by Newco Duke Energy or by applicable law for purposes of determining shareholders entitled to vote at such Newco MeetingDuke Energy Meeting or to give written consent in -8- VOTING AND EXCHANGE TRUST AGREEMENT connection with such Duke Energy Consent. Newco Duke Energy will notify the Trustee of any decision of the Board of Directors of Newco Duke Energy with respect to the calling of any Newco Duke Energy Meeting or the seeking of any Duke Energy Consent and shall provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this section Section 4.3. The materials referred to in this Section 4.3 are to be provided to the Trustee by Duke Energy and the materials referred to in Section 4.3(c), (e) and (f) shall be subject to reasonable comment by the Trustee in a timely manner. Duke Energy shall ensure that the materials to be provided to the Trustee are provided in sufficient time to permit the Trustee to comment as aforesaid and to send all materials to each Beneficiary at the same time as such materials are first sent to holders of Duke Energy Common Shares. Duke Energy agrees not to communicate with holders of Duke Energy Common Shares with respect to the materials referred to in this Section 4.3 otherwise than by mail unless such method of communication is also reasonably available to the Trustee for communication with the Beneficiaries. Notwithstanding the foregoing, Duke Energy may at its option exercise the duties of the Trustee to deliver copies of all materials to each Beneficiary as required by this Section 4.3 so long as in each case Duke Energy delivers a certificate to the Trustee stating that Duke Energy has undertaken to perform the obligations set forth in this Section 4.3.