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

Cash in Lieu of Fractional Shares. No certificate or scrip representing fractional shares of Healthcare Common Stock shall be issued as part of the Distribution and in lieu thereof, each holder of LTC Common Stock who would otherwise be entitled to receive a fractional share of Healthcare Common Stock will receive cash for such fractional share. LTC shall instruct the Agent to determine the number of whole shares and fractional shares of Healthcare Common Stock allocable to each holder of record of LTC Common Stock as of the Distribution Record Date. LTC shall instruct the Agent to aggregate all such fractional shares into whole shares and sell the whole shares obtained thereby in the open market as soon as practicable following the Distribution Date at then prevailing prices on behalf of Holders who otherwise would be entitled to receive fractional share interests and to distribute to each such Holder such Holder's ratable share of the proceeds of such sale as soon as practicable after the Distribution Date. LTC shall bear the costs of commissions incurred in connection with such sales.

Cash in Lieu of Fractional Shares. No certificate or scrip representing fractional shares of Healthcare SpinCo Common Stock shall be issued as part of the Distribution and in lieu thereof, each holder of LTC PEI Common Stock who would otherwise be entitled to receive a fractional share of Healthcare SpinCo Common Stock will receive cash for such fractional share. LTC PEI shall instruct the Agent to determine the number of whole shares and fractional shares of Healthcare SpinCo Common Stock allocable to each holder of record of LTC PEI Common Stock as of the Distribution Record Date. LTC PEI shall instruct the Agent to aggregate all such fractional shares into whole shares and sell the whole shares obtained thereby in the open market as soon as practicable following the Distribution Date at then prevailing prices on behalf of Holders who otherwise would be entitled to receive fractional share interests and to distribute to each such Holder such Holder's ratable share of the proceeds of such sale as soon as practicable after the Distribution Date. LTC PEI shall bear the costs of commissions incurred in connection with such sales.

Cash in Lieu of Fractional Shares. No certificate or scrip representing fractional shares of Healthcare PriceSmart Common Stock shall be issued as part of the Distribution and in lieu thereof, each holder of LTC PEI Common Stock who would otherwise be entitled to receive a fractional share of Healthcare PriceSmart Common Stock will receive cash for such fractional share. LTC PEI shall instruct the Agent to determine the number of whole shares and fractional shares of Healthcare PriceSmart Common Stock allocable to each holder of record of LTC PEI Common Stock as of the Distribution Record Date. LTC PEI shall instruct the Agent to aggregate all such fractional shares into whole shares and sell the whole shares obtained thereby in the open market as soon as practicable following the Distribution Date at then prevailing prices on behalf of Holders who otherwise would be entitled to receive fractional share interests and to distribute to each such Holder such Holder's ratable share of the proceeds of such sale as soon as practicable after the Distribution Date. LTC PEI shall bear the costs of commissions incurred in connection with such sales.