Common use of Payment in Lieu of Fractional Shares Clause in Contracts

Payment in Lieu of Fractional Shares. No certificates or scrip representing fractional shares of SLH Common Stock will be issued to Seafield shareholders or to the accounts of participants in the Seafield 401K Plan or the Seafield Stock Purchase Plan as part of the Distribution. The Agent will aggregate fractional shares into whole shares and sell them in the open market at then prevailing prices on behalf of holders who otherwise would be entitled to receive fractional share interests, and such persons will receive instead a cash payment in the amount of their pro rata share of the total sale proceeds. Proceeds from sales of fractional shares will be paid by the Agent based upon the average gross selling price per share of Common Stock of all such sales. Seafield will bear the cost of commissions incurred in connection with such sales. Such sales are expected to be made as soon as practicable after the Record Date. None of Seafield, SLH or the Distribution Agent will guarantee any minimum sale price for the shares of SLH Common Stock, and no interest will be paid on the proceeds. 3