Common use of Certificates and Payments Clause in Contracts

Certificates and Payments. (a) Following receipt of the Final Order and prior to the Effective Time, West Fraser shall deliver or arrange to be delivered to the Depositary the Consideration. (b) Upon surrender to the Depositary for cancellation of a certificate which immediately prior to the Effective Time represented outstanding Qualifying Holdco Shares or Norbord Shares that were transferred pursuant to Section 3.1(e) or 3.1(f), together with a duly completed and executed Letter of Transmittal and such additional documents and instruments as the Depositary may reasonably require, the Qualifying Holdco Shareholder or the Shareholder represented by such surrendered certificate shall be entitled to receive in exchange therefor, and the Depositary shall deliver to such Qualifying Holdco Shareholder or Shareholder, the Holdco Share Consideration or the Consideration, as applicable, which such Shareholder has the right to receive under the Arrangement for such Qualifying Holdco Shares or Norbord Shares, less any amounts withheld pursuant to Section 5.1(g), and any certificate so surrendered shall forthwith be cancelled. (c) Until surrendered as contemplated by this Section 5.1, each certificate that immediately prior to the Effective Time represented Qualifying Holdco Shares or Norbord Shares that were transferred pursuant to Section 3.1(e) and Section 3.1(f), respectively, shall be deemed after the Effective Time of Section 3.1(e) and Section 3.1(f), respectively, to represent only the right to receive upon such surrender the Holdco Share Consideration or the Consideration (as applicable) to which the holder is entitled to receive in lieu of such certificate as contemplated in this Section 5.1, less any amounts withheld pursuant to Section 5.1(g). Any such certificate formerly representing Norbord Shares or Qualifying Holdco Shares not duly surrendered on or before the sixth anniversary of the Effective Date shall cease to represent a claim by or interest of any former holder of Norbord Shares or Qualifying Holdco Shares of any kind or nature against or in Norbord or West Fraser. On such date, all Consideration or Holdco Share Consideration to which such former holder was entitled shall be deemed to have been surrendered and forfeited to West Fraser or Norbord, as applicable. (d) Any payment made by way of cheque by the Depositary pursuant to the Plan of Arrangement that has not been deposited or has been returned to the Depositary or that otherwise remains unclaimed, in each case, on or before the sixth anniversary of the Effective Time, and any right or claim to payment hereunder that remains outstanding on the sixth anniversary of the Effective Time shall cease to represent a right or claim of any kind or nature and the right of any Shareholder to receive the Consideration for Norbord Shares or of any Qualifying Holdco Shareholder to receive the Holdco Share Consideration pursuant to this Plan of Arrangement shall terminate and be deemed to be surrendered and forfeited to West Fraser or Norbord, as applicable. (e) In the event any certificate which immediately prior to the Effective Time represented one or more outstanding Norbord Shares that were transferred pursuant to Section 3.1(f) shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such certificate to be lost, stolen or destroyed, the Depositary will issue in exchange for such lost, stolen or destroyed certificate, the Consideration deliverable in accordance with such holder’s Letter of Transmittal. When authorizing such payment in exchange for any lost, stolen or destroyed certificate, the Person to whom such cash is to be delivered shall as a condition precedent to the delivery of such cash, give a bond satisfactory to West Fraser and the Depositary (acting reasonably) in such sum as West Fraser may direct, or otherwise indemnify West Fraser and Norbord in a manner satisfactory to West Fraser and Norbord, acting reasonably, against any claim that may be made against West Fraser and Norbord with respect to the certificate alleged to have been lost, stolen or destroyed. (f) On the Effective Date, Norbord shall deliver, or shall cause to be delivered, to each holder of Incentive Securities, as reflected on the register maintained by or on behalf of Norbord in respect of such Incentive Securities, a cheque representing the cash payment, if any, which such holder of Incentive Securities has the right to receive under this Plan of Arrangement for such Incentive Security, less any amounts withheld pursuant to Section 5.1(h) hereof. (g) West Fraser, Norbord and the Depositary shall be entitled to deduct and withhold from any amount payable or deliverable to any Person under the Plan of Arrangement and from all dividends or other distributions or other consideration or payments otherwise payable or deliverable to any former securityholders of Norbord, such amounts as West Fraser, Norbord or the Depositary, as applicable, determines are required to be deducted and withheld with respect to such payment or delivery under the Tax Act or any provision of any other Law in respect of Taxes, or to meet any related remittance requirement (collectively, a “Withholding Obligation”). To the extent that amounts are so withheld, deducted and remitted, such amounts shall be treated for all purposes hereof as having been paid to the Person in respect of which such withholding was made. (h) Any exchange or transfer of Norbord Shares and Qualifying Holdco Shares pursuant to this Plan of Arrangement shall be free and clear of any Liens or other claims of third parties of any kind.

Certificates and Payments. (a) Following receipt of the Final Order and on the day immediately prior to the Effective TimeDate, West Fraser Gold Fields shall deliver or arrange cause to be delivered to the Depositary in escrow the ConsiderationConsideration Shares to satisfy the aggregate Consideration payable to the Yamana Shareholders in accordance with Section 3.1(d), which Consideration Shares shall be held by the Depositary as agent and nominee for such former Yamana Shareholders for distribution to such former Yamana Shareholders in accordance with the provisions of this Article 5. (b) Following receipt of the Final Order and on the day immediately prior to the Effective Date, Yxxxxx shall deliver or cause to be delivered to the Depositary in escrow the Yamana Warrant Consideration payable to the Yamana Warrantholders in accordance with Sections 3.1(a) and 3.1(b), which cash shall be held by the Depositary as agent and nominee for such former Yamana Warrantholders for distribution to such former Yamana Warrantholders in accordance with the provisions of this Article 5. (c) Upon surrender to the Depositary for cancellation of a certificate (if any) which immediately prior to the Effective Time represented outstanding Qualifying Holdco Shares or Norbord Yamana Shares that were transferred pursuant to Section 3.1(e) or 3.1(f3.1(d), together with a duly completed and executed Letter of Transmittal and Election Form and any such additional documents and instruments as the Depositary may reasonably require, the Qualifying Holdco Shareholder or registered holder of the Shareholder Yamana Shares represented by such surrendered certificate shall be entitled to receive in exchange therefor, and the Depositary shall deliver to such Qualifying Holdco Yamana Shareholder or Shareholder, the Holdco Share Consideration or the Consideration, as applicable, which that such Yamana Shareholder has the right to receive under the Arrangement for such Qualifying Holdco Shares or Norbord Yamana Shares, less any amounts withheld pursuant to Section 5.1(g)5.3, and any certificate so surrendered shall forthwith be cancelled. (cd) Until Upon surrender to the Depositary for cancellation of a certificate (if any) which immediately prior to the Effective Time represented outstanding Yamana Certificated Warrants or Yamana Indenture Warrants, as applicable, that were transferred pursuant to Section 3.1(a) and 3.1(b), together with a duly completed and executed Yamana Warrant Letter of Transmittal and any such additional documents and instruments as the Depositary may reasonably require, the registered holder of the Yamana Certificated Warrants or Yamana Indenture Warrants represented by such surrendered certificate shall be entitled to receive in exchange therefor, and the Depositary shall deliver to such Yamana Warrantholder the Yamana Warrant Consideration that such Yamana Warrantholder has the right to receive under the Arrangement for such Yamana Certificated Warrants or Yamana Indenture Warrants, less any amounts withheld pursuant to Section 5.3, and any certificate so surrendered shall forthwith be cancelled. (e) After the Effective Time and until surrendered for cancellation as contemplated by this Section 5.15.1(c), each certificate that immediately prior to the Effective Time represented Qualifying Holdco one or more Yamana Shares (other than Yxxxxx Xxxxxx held by a Dissenting Shareholder and Yamana Shares held by Gold Fields or Norbord Shares that were transferred pursuant to Section 3.1(eany of its affiliates) and Section 3.1(f), respectively, shall be deemed after the Effective Time of Section 3.1(e) and Section 3.1(f), respectively, at all times to represent only the right to receive upon such surrender the Holdco Share Consideration or in exchange therefor the Consideration (as applicable) to which that the holder of such certificate is entitled to receive in lieu of such certificate as contemplated in this accordance with Section 5.13.1, less any amounts withheld pursuant to Section 5.1(g). Any such certificate formerly representing Norbord Shares or Qualifying Holdco Shares not duly surrendered on or before the sixth anniversary of the Effective Date shall cease to represent a claim by or interest of any former holder of Norbord Shares or Qualifying Holdco Shares of any kind or nature against or in Norbord or West Fraser. On such date, all Consideration or Holdco Share Consideration to which such former holder was entitled shall be deemed to have been surrendered and forfeited to West Fraser or Norbord, as applicable5.3. (df) Any payment made by way of cheque by the Depositary pursuant to the Plan of Arrangement that has not been deposited or has been returned to the Depositary or that otherwise remains unclaimed, in each case, on or before the sixth anniversary of the Effective Time, and any right or claim to payment hereunder that remains outstanding on the sixth anniversary of After the Effective Time shall cease to represent a right or claim of any kind or nature and the right of any Shareholder to receive the Consideration until surrendered for Norbord Shares or of any Qualifying Holdco Shareholder to receive the Holdco Share Consideration pursuant to this Plan of Arrangement shall terminate and be deemed to be surrendered and forfeited to West Fraser or Norbordcancellation as contemplated by Section 5.1(d), as applicable. (e) In the event any each certificate which that immediately prior to the Effective Time represented one or more outstanding Norbord Shares that were transferred pursuant Yamana Certificated Warrants or Yamana Indenture Warrants shall be deemed at all times to Section 3.1(f) shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such certificate to be lost, stolen or destroyed, the Depositary will issue in exchange for such lost, stolen or destroyed certificate, the Consideration deliverable in accordance with such holder’s Letter of Transmittal. When authorizing such payment in exchange for any lost, stolen or destroyed certificate, the Person to whom such cash is to be delivered shall as a condition precedent to the delivery of such cash, give a bond satisfactory to West Fraser and the Depositary (acting reasonably) in such sum as West Fraser may direct, or otherwise indemnify West Fraser and Norbord in a manner satisfactory to West Fraser and Norbord, acting reasonably, against any claim that may be made against West Fraser and Norbord with respect to the certificate alleged to have been lost, stolen or destroyed. (f) On the Effective Date, Norbord shall deliver, or shall cause to be delivered, to each holder of Incentive Securities, as reflected on the register maintained by or on behalf of Norbord in respect of such Incentive Securities, a cheque representing the cash payment, if any, which such holder of Incentive Securities has represent only the right to receive under this Plan in exchange therefor the Yamana Warrant Consideration that the holder of Arrangement for such Incentive Securitycertificate is entitled to receive in accordance with Section 3.1, less any amounts withheld pursuant to Section 5.1(h) hereof5.3. (g) West FraserOn the Effective Date, Norbord and the Depositary Gold Fields shall be entitled to deduct and withhold from any amount payable deliver or deliverable to any Person under the Plan of Arrangement and from all dividends or other distributions or other consideration or payments otherwise payable or deliverable to any former securityholders of Norbord, such amounts as West Fraser, Norbord or the Depositary, as applicable, determines are required cause to be deducted and withheld with respect to such payment or delivery under the Tax Act or any provision of any other Law in respect of Taxes, or to meet any related remittance requirement (collectively, a “Withholding Obligation”). To the extent that amounts are so withheld, deducted and remitted, such amounts shall be treated for all purposes hereof as having been paid delivered to the Person holders of the Yamana RSUs sufficient Gold Fields ADSs to satisfy the aggregate consideration payable to the holders of Yamana RSUs in respect of which such withholding was madeaccordance with Section 3.1(e). (h) Any exchange or transfer On the Effective Date, Yamana shall pay the amounts to be paid to the holders of Norbord Shares Yamana PSUs and Qualifying Holdco Shares pursuant to this Plan of Arrangement shall be free Yamana DSUs in accordance with Sections 3.1(f) and clear of any Liens or other claims of third parties of any kind3.1(g), respectively.

Certificates and Payments. (a) Following receipt of the Final Order and prior to the Effective Time, West Fraser VAALCO and AcquireCo shall deliver or arrange cause to be delivered to the Depositary such number of VAALCO Shares required to satisfy the Considerationaggregate Consideration payable to the TransGlobe Shareholders in accordance with Section 3.1 which VAALCO Shares shall be held by the Depositary as agent and nominee for such former TransGlobe Shareholders for distribution to such former TransGlobe Shareholders in accordance with the provisions of this Article 5. (b) Upon surrender to the Depositary for cancellation of a certificate which immediately prior to the Effective Time represented outstanding Qualifying Holdco Shares or Norbord TransGlobe Shares that were transferred pursuant to Section 3.1(e) or 3.1(f), together with a duly completed and executed Letter of Transmittal and any such additional documents and instruments as the Depositary may reasonably require, the Qualifying Holdco Shareholder or registered holder of the Shareholder TransGlobe Shares represented by such surrendered certificate shall be entitled to receive in exchange therefor, and the Depositary shall deliver to such Qualifying Holdco TransGlobe Shareholder or Shareholder, the Holdco Share Consideration or the Consideration, as applicable, which that such TransGlobe Shareholder has the right to receive under the Arrangement for such Qualifying Holdco Shares or Norbord TransGlobe Shares, less any amounts withheld pursuant to Section 5.1(g)5.3, and any certificate so surrendered shall forthwith be cancelled. (c) Until After the Effective Time and until surrendered for cancellation as contemplated by this Section 5.15.1(b), each certificate that immediately prior to the Effective Time represented Qualifying Holdco one or more TransGlobe Shares (other than TransGlobe Shares held by VAALCO, AcquireCo or Norbord Shares that were transferred pursuant to Section 3.1(eany of their respective affiliates) and Section 3.1(f), respectively, shall be deemed after the Effective Time of Section 3.1(e) and Section 3.1(f), respectively, at all times to represent only the right to receive upon such surrender the Holdco Share Consideration or in exchange therefor the Consideration (as applicable) to which that the holder of such certificate is entitled to receive in lieu of such certificate as contemplated in this accordance with Section 5.13.1, less any amounts withheld pursuant to Section 5.1(g). Any such certificate formerly representing Norbord Shares or Qualifying Holdco Shares not duly surrendered on or before the sixth anniversary of the Effective Date shall cease to represent a claim by or interest of any former holder of Norbord Shares or Qualifying Holdco Shares of any kind or nature against or in Norbord or West Fraser. On such date, all Consideration or Holdco Share Consideration to which such former holder was entitled shall be deemed to have been surrendered and forfeited to West Fraser or Norbord, as applicable5.3. (d) Any payment made by way Following receipt of cheque the Final Order and prior to the filing of the Articles of Arrangement, TransGlobe shall deliver or cause to be delivered to the Depositary (unless the parties otherwise agree) sufficient funds to satisfy the aggregate amount of cash payable to the holders of the TransGlobe Options, TransGlobe Surrendered DSUs, TransGlobe Surrendered PSUs and TransGlobe Surrendered RSUs, in accordance with Section 3.1, which cash shall be held by the Depositary pursuant as agent and nominee for such former holders of TransGlobe Options, TransGlobe Surrendered DSUs, TransGlobe Surrendered PSUs and TransGlobe Surrendered RSUs for distribution to such former holders of TransGlobe Options, TransGlobe Surrendered DSUs, TransGlobe Surrendered PSUs and TransGlobe Surrendered RSUs in accordance with the Plan provisions of Arrangement that has not been deposited or has been returned this Article 5. The delivery of such funds to the Depositary following receipt of the Final Order and prior to the Effective Time shall constitute full satisfaction of the rights of former holders of TransGlobe Options, TransGlobe Surrendered DSUs, TransGlobe Surrendered PSUs and TransGlobe Surrendered RSUs and such former holders of TransGlobe Options, TransGlobe Surrendered DSUs, TransGlobe Surrendered PSUs and TransGlobe Surrendered RSUs shall have no claim against TransGlobe, AcquireCo or VAALCO except to the extent that otherwise remains unclaimedthe funds delivered by TransGlobe to the Depositary (except to the extent such funds are withheld in accordance with Section 5.3) are insufficient to satisfy the amounts payable to such former holders of TransGlobe Options, TransGlobe Surrendered DSUs, TransGlobe Surrendered PSUs and TransGlobe Surrendered RSUs or are not paid by the Depositary to such former holders of TransGlobe Options, TransGlobe Surrendered DSUs, TransGlobe Surrendered PSUs and TransGlobe Surrendered RSUs in each case, on or before accordance with the sixth anniversary of terms hereof. As soon as practicable after the Effective Time, the Depositary shall pay or cause to be paid the amounts, less applicable withholdings, to be paid to former holders of TransGlobe Options, TransGlobe Surrendered DSUs, TransGlobe Surrendered PSUs and any right or claim to payment hereunder that remains outstanding on the sixth anniversary of the Effective Time shall cease to represent a right or claim of any kind or nature and the right of any Shareholder to receive the Consideration for Norbord Shares or of any Qualifying Holdco Shareholder to receive the Holdco Share Consideration TransGlobe Surrendered RSUs pursuant to this Plan of Arrangement shall terminate and be deemed to be surrendered and forfeited to West Fraser or NorbordArrangement. Notwithstanding the foregoing, as applicable. (e) In at the event any certificate which immediately prior to the Effective Time represented one or more outstanding Norbord Shares that were transferred pursuant to Section 3.1(f) shall have been lostelection of TransGlobe, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such certificate to be lost, stolen or destroyed, the Depositary will issue in exchange for such lost, stolen or destroyed certificate, the Consideration deliverable in accordance with such holder’s Letter of Transmittal. When authorizing such payment in exchange for any lost, stolen or destroyed certificate, the Person to whom such cash is to be delivered shall as a condition precedent to the delivery of such cash, give a bond satisfactory to West Fraser and the Depositary (acting reasonably) in such sum as West Fraser may direct, or otherwise indemnify West Fraser and Norbord in a manner satisfactory to West Fraser and Norbord, acting reasonably, against any claim that may be made against West Fraser and Norbord with respect to the certificate alleged to have been lost, stolen or destroyed. (f) On the Effective Date, Norbord shall deliver, or shall cause to be delivered, to each holder of Incentive Securities, as reflected on the register maintained by or on behalf of Norbord in respect of such Incentive Securities, a cheque representing the cash payment, if any, which such holder of Incentive Securities has the right to receive under this Plan of Arrangement for such Incentive Security, less any amounts withheld pursuant to Section 5.1(h) hereof. (g) West Fraser, Norbord and the Depositary TransGlobe shall be entitled to deduct and withhold from any amount pay the cash payable or deliverable to any Person under the Plan of Arrangement and from all dividends or other distributions or other consideration or payments otherwise payable or deliverable to any former securityholders of Norbord, such amounts as West Fraser, Norbord or the Depositary, as applicable, determines are required to be deducted and withheld with respect to such payment or delivery under the Tax Act or any provision of any other Law in respect of Taxes, or to meet any related remittance requirement (collectively, a “Withholding Obligation”). To the extent that amounts are so withheld, deducted and remitted, such amounts shall be treated for all purposes hereof as having been paid to the Person in respect former holders of which such withholding was made. (h) Any exchange or transfer of Norbord Shares TransGlobe Options, TransGlobe Surrendered DSUs, TransGlobe Surrendered PSUs and Qualifying Holdco Shares TransGlobe Surrendered RSUs pursuant to this Plan of Arrangement shall be free and clear of any Liens or other claims of third parties of any kindSection 3.1 through its payroll service provider following the Effective Date.

Certificates and Payments. (a) Following receipt of the Final Order and prior to the Effective Time, West Fraser Neuronetics shall deliver or arrange cause to be delivered to the Depositary such number of Neuronetics Shares required to satisfy the Considerationaggregate Consideration payable to the Greenbrook Shareholders in accordance with Section 3.1, which Neuronetics Shares shall be held by the Depositary as agent and nominee for such former Greenbrook Shareholders for distribution to such former Greenbrook Shareholders in accordance with the provisions of this Article 5. (b) Upon surrender to the Depositary for cancellation of a certificate which or a direct registration statement (“DRS”) Advice that immediately prior to the Effective Time represented outstanding Qualifying Holdco Shares or Norbord Greenbrook Shares that were transferred pursuant to Section 3.1(e) or 3.1(f3.1(h), together with a duly completed and executed Letter of Transmittal and any such additional documents and instruments as the Depositary may reasonably require, the Qualifying Holdco Shareholder or registered holder of the Shareholder Greenbrook Shares represented by such surrendered certificate or DRS Advice shall be entitled to receive in exchange therefor, and the Depositary shall deliver to such Qualifying Holdco Greenbrook Shareholder a certificate or Shareholder, DRS Advice representing the Holdco Share Consideration or the Consideration, as applicable, which that such Greenbrook Shareholder has the right to receive under the Arrangement for such Qualifying Holdco Shares or Norbord Greenbrook Shares, less any amounts withheld pursuant to Section 5.1(g)5.3, and any certificate or DRS Advice so surrendered shall forthwith be cancelled. (c) Until After the Effective Time and until surrendered for cancellation as contemplated by this Section 5.15.1(b), each certificate or DRS Advice that immediately prior to the Effective Time represented Qualifying Holdco Shares or Norbord Shares that were transferred pursuant to Section 3.1(e) and Section 3.1(f), respectively, shall be deemed after the Effective Time of Section 3.1(e) and Section 3.1(f), respectively, to represent only the right to receive upon such surrender the Holdco Share Consideration or the Consideration (as applicable) to which the holder is entitled to receive in lieu of such certificate as contemplated in this Section 5.1, less any amounts withheld pursuant to Section 5.1(g). Any such certificate formerly representing Norbord Shares or Qualifying Holdco Shares not duly surrendered on or before the sixth anniversary of the Effective Date shall cease to represent a claim by or interest of any former holder of Norbord Shares or Qualifying Holdco Shares of any kind or nature against or in Norbord or West Fraser. On such date, all Consideration or Holdco Share Consideration to which such former holder was entitled shall be deemed to have been surrendered and forfeited to West Fraser or Norbord, as applicable. (d) Any payment made by way of cheque by the Depositary pursuant to the Plan of Arrangement that has not been deposited or has been returned to the Depositary or that otherwise remains unclaimed, in each case, on or before the sixth anniversary of the Effective Time, and any right or claim to payment hereunder that remains outstanding on the sixth anniversary of the Effective Time shall cease to represent a right or claim of any kind or nature and the right of any Shareholder to receive the Consideration for Norbord Shares or of any Qualifying Holdco Shareholder to receive the Holdco Share Consideration pursuant to this Plan of Arrangement shall terminate and be deemed to be surrendered and forfeited to West Fraser or Norbord, as applicable. (e) In the event any certificate which immediately prior to the Effective Time represented one or more outstanding Norbord Greenbrook Shares that were transferred pursuant to Section 3.1(f(other than Greenbrook Shares held by Neuronetics or any of its affiliates) shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such certificate be deemed at all times to be lost, stolen or destroyed, the Depositary will issue in exchange for such lost, stolen or destroyed certificate, the Consideration deliverable in accordance with such holder’s Letter of Transmittal. When authorizing such payment in exchange for any lost, stolen or destroyed certificate, the Person to whom such cash is to be delivered shall as a condition precedent to the delivery of such cash, give a bond satisfactory to West Fraser and the Depositary (acting reasonably) in such sum as West Fraser may direct, or otherwise indemnify West Fraser and Norbord in a manner satisfactory to West Fraser and Norbord, acting reasonably, against any claim that may be made against West Fraser and Norbord with respect to the certificate alleged to have been lost, stolen or destroyed. (f) On the Effective Date, Norbord shall deliver, or shall cause to be delivered, to each holder of Incentive Securities, as reflected on the register maintained by or on behalf of Norbord in respect of such Incentive Securities, a cheque representing the cash payment, if any, which such holder of Incentive Securities has represent only the right to receive under this Plan in exchange therefor the Consideration that the holder of Arrangement for such Incentive Securitycertificate or DRS Advice is entitled to receive in accordance with Section 3.1, less any amounts withheld pursuant to Section 5.1(h) hereof5.3. (gd) West FraserFollowing receipt of the Final Order and prior to the Effective Time, Norbord Greenbrook shall deliver or cause to be delivered to the Depositary (unless the parties otherwise agree) sufficient funds to satisfy the aggregate amount of cash payable to the holders of the Greenbrook DSUs in accordance with Section 3.1, which cash shall be held by the Depositary as agent and nominee for such former holder of Greenbrook DSUs for distribution to such former holder of Greenbrook DSUs in accordance with the provisions of this Article 5. The delivery of such funds to the Depositary following receipt of the Final Order and prior to the Effective Time shall constitute full satisfaction of the rights of former holders of Greenbrook DSUs and such former holders of Greenbrook DSUs shall have no claim against Greenbrook or Neuronetics except to the extent that the funds delivered by Greenbrook to the Depositary (except to the extent such funds are withheld in accordance with Section 5.3) are insufficient to satisfy the amounts payable to such former holders of Greenbrook DSUs or are not paid by the Depositary to such former holders of Greenbrook DSUs in accordance with the terms hereof. As soon as practicable after the Effective Time, the Depositary shall be entitled to deduct and withhold from any amount payable pay or deliverable to any Person under the Plan of Arrangement and from all dividends or other distributions or other consideration or payments otherwise payable or deliverable to any former securityholders of Norbord, such amounts as West Fraser, Norbord or the Depositary, as applicable, determines are required cause to be deducted and withheld with respect paid the amounts, less applicable withholdings, to such payment or delivery under the Tax Act or any provision of any other Law in respect of Taxes, or to meet any related remittance requirement (collectively, a “Withholding Obligation”). To the extent that amounts are so withheld, deducted and remitted, such amounts shall be treated for all purposes hereof as having been paid to the Person in respect former holders of which such withholding was made. (h) Any exchange or transfer of Norbord Shares and Qualifying Holdco Shares Greenbrook DSUs pursuant to this Plan of Arrangement Arrangement. Notwithstanding the foregoing, at the election of Greenbrook, Greenbrook shall be free and clear entitled to pay the cash payable to the former holders of any Liens or other claims of third parties of any kindthe Greenbrook DSUs pursuant to Section 3.1(d) through its payroll service provider following the Effective Date.

Certificates and Payments. (a) Following receipt of the Final Order and Order, on or immediately prior to the Effective TimeDate, West Fraser Purchaser shall deliver or arrange cause to be delivered to the Depositary sufficient funds to satisfy the Considerationaggregate consideration payable to former XS Shareholders in accordance with Section 2.3(e), which funds shall be held by the Depositary in escrow as agent and nominee for such former XS Shareholders for distribution thereto in accordance with the provisions of this Article 4. (b) Upon The Depositary shall deliver the aggregate Purchase Price payable pursuant to the terms of the Arrangement Agreement in respect of those XS Shares that were transferred or deemed to be transferred pursuant to Section 2.3(e) and that were held on a book-entry basis at the time they were transferred or deemed to be transferred, less any amounts withheld pursuant to Section 2.5, in accordance with normal industry practice for payments relating to securities held on a book-entry only basis. With respect to those XS Shares not held on a book-entry basis, upon surrender to the Depositary for cancellation of a certificate certificate, if applicable, which immediately prior to the Effective Time represented outstanding Qualifying Holdco Shares or Norbord XS Shares that were transferred pursuant to Section 3.1(e) or 3.1(f2.3(e), together with a duly completed and executed Letter of Transmittal and any such additional documents and instruments as the Depositary may reasonably require, the Qualifying Holdco Shareholder or registered holder of the Shareholder XS Shares represented by such surrendered certificate shall be entitled to receive in exchange therefor, and the Depositary shall deliver to such Qualifying Holdco Shareholder or XS Shareholder, as soon as practicable, the Holdco Share Consideration or the Consideration, as applicable, which aggregate Purchase Price that such XS Shareholder has the right is entitled to receive under pursuant to Section 2.3(e) and the Arrangement for Agreement in respect of such Qualifying Holdco Shares or Norbord XS Shares, less any amounts withheld pursuant to Section 5.1(g)2.5, and any certificate so surrendered shall forthwith be cancelled. (c) Until After the Effective Time and until surrendered for cancellation as contemplated by this Section 5.14.1(b), each certificate that immediately prior to the Effective Time represented Qualifying Holdco one or more XS Shares (other than XS Shares held by Purchaser or Norbord its affiliates, and other than any Dissent Shares that were transferred pursuant which are subject to the procedures set forth in Section 3.1(e3.1(a)(i)) and Section 3.1(f), respectively, shall be deemed after the Effective Time of Section 3.1(e) and Section 3.1(f), respectively, at all times to represent only the right to receive upon such surrender from the Holdco Share Consideration or Depositary in exchange therefor the Consideration (as applicable) to which consideration that the holder of such certificate is entitled to receive in lieu of such certificate as contemplated in this accordance with Section 5.12.3, less any amounts withheld pursuant to Section 5.1(g). Any such certificate formerly representing Norbord Shares or Qualifying Holdco Shares not duly surrendered on or before the sixth anniversary of the Effective Date shall cease to represent a claim by or interest of any former holder of Norbord Shares or Qualifying Holdco Shares of any kind or nature against or in Norbord or West Fraser. On such date, all Consideration or Holdco Share Consideration to which such former holder was entitled shall be deemed to have been surrendered and forfeited to West Fraser or Norbord, as applicable2.5. (d) Any payment made by way of cheque by the Depositary pursuant to the Plan of Arrangement that has not been deposited or has been returned to the Depositary or that otherwise remains unclaimed, in each case, on or before the sixth anniversary of the Effective Time, and any right or claim to payment hereunder that remains outstanding on the sixth anniversary of the Effective Time shall cease to represent a right or claim of any kind or nature and the right of any Shareholder to receive the Consideration for Norbord Shares or of any Qualifying Holdco Shareholder to receive the Holdco Share Consideration pursuant to this Plan of Arrangement shall terminate and be deemed to be surrendered and forfeited to West Fraser or Norbord, as applicable. (e) In the event any certificate which immediately prior to the Effective Time represented one or more outstanding Norbord Shares that were transferred pursuant to Section 3.1(f) shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such certificate to be lost, stolen or destroyed, the Depositary will issue in exchange for such lost, stolen or destroyed certificate, the Consideration deliverable in accordance with such holder’s Letter of Transmittal. When authorizing such payment in exchange for any lost, stolen or destroyed certificate, the Person to whom such cash is to be delivered shall as a condition precedent to the delivery of such cash, give a bond satisfactory to West Fraser and the Depositary (acting reasonably) in such sum as West Fraser may direct, or otherwise indemnify West Fraser and Norbord in a manner satisfactory to West Fraser and Norbord, acting reasonably, against any claim that may be made against West Fraser and Norbord with respect to the certificate alleged to have been lost, stolen or destroyed. (f) On the Effective Date, Norbord shall deliver, or shall cause to be delivered, to each No holder of Incentive Securities, as reflected on the register maintained by or on behalf of Norbord in respect of such Incentive Securities, a cheque representing the cash payment, if any, which such holder of Incentive Securities has the right to receive under this Plan of Arrangement for such Incentive Security, less any amounts withheld pursuant to Section 5.1(h) hereof. (g) West Fraser, Norbord and the Depositary XS Shares shall be entitled to deduct and withhold from receive any amount payable or deliverable to any Person under the Plan of Arrangement and from all dividends or other distributions or other consideration or payments otherwise payable or deliverable to any former securityholders of Norbord, such amounts as West Fraser, Norbord or the Depositary, as applicable, determines are required to be deducted and withheld with respect to such XS Shares other than any payment or delivery under the Tax Act or any provision of any other Law in respect of Taxes, or to meet any related remittance requirement (collectively, a “Withholding Obligation”). To the extent that amounts are so withheld, deducted and remitted, such amounts shall be treated for all purposes hereof as having been paid to the Person in respect of which such withholding was made. (hholder is entitled to receive in accordance with Section 2.3(e) Any exchange or transfer of Norbord Shares and Qualifying Holdco Shares pursuant and, for greater certainty, no such holder will be entitled to this Plan of Arrangement shall be free and clear of receive any Liens interest, dividends, premium or other claims of third parties of any kindpayment in connection therewith.

Certificates and Payments. (a) Following receipt of the Final Order and prior to the Effective Time, West Fraser Parent shall deliver or arrange to be delivered to the Depositary the ConsiderationShare Consideration (together with cash in lieu of fractional Parent Shares), including certificates or Direct Registration System Advices representing the Parent Shares required to be issued to the Company Shareholders in accordance with Section 3.1(d) hereof, which Parent Share evidence shall be held by the Depositary as agent and nominee for such former Company Shareholders for distribution to such former Company Shareholders in accordance with the provisions of Article 5 hereof. Following receipt of the Final Order and prior to the Effective Time, Purchaser shall deliver or arrange to be delivered to the Escrow Agent the aggregate CRP required to be paid to the Company Shareholders in accordance with Section 3.1(d), which CRP shall be held by the Escrow Agent as agent and nominee for such former Company Shareholders for distribution to such former Company Shareholders in accordance with the provisions of the CRP Agreement. (b) Upon surrender to the Depositary for cancellation of a certificate which immediately prior to the Effective Time represented outstanding Qualifying Holdco Shares or Norbord Company Shares that were transferred pursuant to Section 3.1(e) or 3.1(f3.1(d), together with a duly completed and executed Letter of Transmittal and such additional documents and instruments as the Depositary may reasonably require, the Qualifying Holdco Shareholder or the Company Shareholder represented by such surrendered certificate shall be entitled to receive in exchange therefortherefor the Consideration, and the Depositary shall deliver to such Qualifying Holdco Company Shareholder or Shareholder, the Holdco Share Consideration or the Consideration, as applicable, which such Company Shareholder has the right to receive under the Arrangement for such Qualifying Holdco Company Shares or Norbord Shares, less any amounts withheld pursuant to Section 5.1(g), and any certificate so surrendered shall forthwith be cancelled. Notwithstanding the foregoing, a Company RSU Holder, in his, her or its capacity as such, shall not be obligated to deposit certificates representing the underlying Company Shares (including those received pursuant to Section 3.1(c)) in order to receive the Consideration which such Company RSU Holder has the right to receive under the Arrangement for such Company Shares if certificates representing such Company Shares have not been issued (and the Letter of Transmittal shall provide for same). (c) Until surrendered as contemplated by this Section 5.1, each certificate that immediately prior to the Effective Time represented Qualifying Holdco Company Shares or Norbord Shares that were transferred pursuant to Section 3.1(e) and Section 3.1(f), respectively, shall be deemed after the Effective Time of Section 3.1(e) and Section 3.1(f), respectively, to represent only the right to receive upon such surrender the Holdco Share Consideration or the Consideration (as applicable) to which the holder is entitled to receive in lieu of such certificate as contemplated in this Section 5.1, less any amounts withheld pursuant to Section 5.1(g). Any such certificate formerly representing Norbord Shares or Qualifying Holdco Company Shares not duly surrendered on or before the sixth anniversary of the Effective Date shall cease to represent a claim by or interest of any former holder of Norbord Shares or Qualifying Holdco Company Shares of any kind or nature against or in Norbord Parent, Purchaser or West FraserCompany. On such date, all Consideration or Holdco Share Consideration to which such former holder was entitled shall be deemed to have been surrendered and forfeited to West Fraser or Norbord, as applicablePurchaser. (d) Any payment made by way of cheque by the Depositary pursuant to the Plan of Arrangement that has not been deposited or has been returned to the Depositary or that otherwise remains unclaimed, in each case, on or before the sixth anniversary of the Effective Time, and any right or claim to payment hereunder that remains outstanding on the sixth anniversary of the Effective Time shall cease to represent a right or claim of any kind or nature and the right of any Shareholder to receive the Consideration for Norbord Shares or of any Qualifying Holdco Shareholder to receive the Holdco Share Consideration pursuant to this Plan of Arrangement shall terminate and be deemed to be surrendered and forfeited to West Fraser or Norbord, as applicable. (e) In the event any certificate which immediately prior to the Effective Time represented one or more outstanding Norbord Company Shares that were transferred pursuant to Section 3.1(f3.1(d) shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such certificate to be lost, stolen or destroyed, the Depositary will issue deliver in exchange for such lost, stolen or destroyed certificate, the Share Consideration deliverable in accordance with such holder’s Letter of Transmittal. When authorizing such payment in exchange for any lost, stolen or destroyed certificate, the Person to whom such cash Share Consideration is to be delivered shall as a condition precedent to the delivery of such cashShare Consideration, give a bond satisfactory to West Fraser Parent and the Depositary (acting reasonably) in such sum as West Fraser Parent may direct, or otherwise indemnify West Fraser Parent and Norbord Company in a manner satisfactory to West Fraser Parent and NorbordCompany, acting reasonably, against any claim that may be made against West Fraser Parent, Purchaser and Norbord Company with respect to the certificate alleged to have been lost, stolen or destroyed. (fe) On the Effective DateParent, Norbord shall deliverPurchaser, Company or shall cause to be delivered, to each holder of Incentive Securities, as reflected on the register maintained by or on behalf of Norbord in respect of such Incentive Securities, a cheque representing the cash payment, if any, which such holder of Incentive Securities has the right to receive under this Plan of Arrangement for such Incentive Security, less any amounts withheld pursuant to Section 5.1(h) hereof. (g) West Fraser, Norbord and the Depositary shall be entitled to deduct and withhold from any amount payable or deliverable to any Person under the Plan of Arrangement and from all dividends or other distributions or other consideration or payments otherwise payable or deliverable to any former securityholders of NorbordArrangement, such amounts as West FraserParent, Norbord Purchaser, Company or the Depositary, as applicable, determines Depositary are required to be deducted deduct and withheld withhold with respect to such payment or delivery under the Tax Act Act, the United States Internal Revenue Code of 1986, as amended, or any provision of any other Law in respect of Taxes, or to meet any related remittance requirement (collectively, a “"Withholding Obligation”"). To the extent that amounts are so withheld, deducted and remitted, such withheld amounts shall be treated for all purposes hereof as having been paid to the Person in respect of which such withholding was made, provided that such amounts are actually remitted to the appropriate taxing authority. Parent, Purchaser, Company or the Depositary shall also have the right to withhold such number of Parent Shares otherwise issuable to such Person pursuant to this Plan of Arrangement as would be necessary to produce sale proceeds (after deducting reasonable commissions payable to the broker and other reasonable costs and expenses) sufficient to fund any Withholding Obligation in respect of such Person; provided that no sales of any such Parent Shares shall occur in the United States or any other jurisdiction in which such sales are not permitted under applicable Law. For the avoidance of doubt, withholding in respect of the transfer of the CRP into escrow and any payments made pursuant to the CRP Agreement shall be governed exclusively by the CRP Agreement. (hf) Any exchange or transfer of Norbord Shares and Qualifying Holdco Company Shares pursuant to this Plan of Arrangement shall be free and clear of any Liens or other claims of third parties of any kind. (g) No dividend or other distribution declared or made after the Effective Time with respect to Parent Shares with a record date after the Effective Time shall be paid to the holder of any unsurrendered certificate that, immediately prior to the Effective Time, represented outstanding Company Shares unless and until the holder of such certificate shall have complied with the provisions of this Section 5.1. Subject to applicable Law and to this Section 5.1, at the time of such compliance, there shall, in addition to the delivery of Consideration to which such holder is thereby entitled, be delivered to such holder, without interest, the amount of the dividend or other distribution with a record date after the Effective Time theretofore paid with respect to such Parent Shares.

Certificates and Payments. (a) Following receipt of the Final Order and prior to the Effective Time, West Fraser Parent shall deliver or arrange to be delivered to the Depositary the ConsiderationShare Consideration (together with cash in lieu of fractional Parent Shares), including certificates or Direct Registration System Advices representing the Parent Shares required to be issued to the Company Shareholders in accordance with Section 3.1(d) hereof, which Parent Share evidence shall be held by the Depositary as agent and nominee for such former Company Shareholders for distribution to such former Company Shareholders in accordance with the provisions of Article 5 hereof. Following receipt of the Final Order and prior to the Effective Time, Purchaser shall deliver or arrange to be delivered to the Escrow Agent the aggregate CRP required to be paid to the Company Shareholders in accordance with Section 3.1(d), which CRP shall be held by the Escrow Agent as agent and nominee for such former Company Shareholders for distribution to such former Company Shareholders in accordance with the provisions of the CRP Agreement. (b) Upon surrender to the Depositary for cancellation of a certificate which immediately prior to the Effective Time represented outstanding Qualifying Holdco Shares or Norbord Company Shares that were transferred pursuant to Section 3.1(e) or 3.1(f3.1(d), together with a duly completed and executed Letter of Transmittal and such additional documents and instruments as the Depositary may reasonably require, the Qualifying Holdco Shareholder or the Company Shareholder represented by such surrendered certificate shall be entitled to receive in exchange therefortherefor the Consideration, and the Depositary shall deliver to such Qualifying Holdco Company Shareholder or Shareholder, the Holdco Share Consideration or the Consideration, as applicable, which such Company Shareholder has the right to receive under the Arrangement for such Qualifying Holdco Company Shares or Norbord Shares, less any amounts withheld pursuant to Section 5.1(g), and any certificate so surrendered shall forthwith be cancelled. Notwithstanding the foregoing, a Company RSU Holder, in his, her or its capacity as such, shall not be obligated to deposit certificates representing the underlying Company Shares (including those received pursuant to Section 3.1(c)) in order to receive the Consideration which such Company RSU Holder has the right to receive under the Arrangement for such Company Shares if certificates representing such Company Shares have not been issued (and the Letter of Transmittal shall provide for same). (c) Until surrendered as contemplated by this Section 5.1, each certificate that immediately prior to the Effective Time represented Qualifying Holdco Company Shares or Norbord Shares that were transferred pursuant to Section 3.1(e) and Section 3.1(f), respectively, shall be deemed after the Effective Time of Section 3.1(e) and Section 3.1(f), respectively, to represent only the right to receive upon such surrender the Holdco Share Consideration or the Consideration (as applicable) to which the holder is entitled to receive in lieu of such certificate as contemplated in this Section 5.1, less any amounts withheld pursuant to Section 5.1(g). Any such certificate formerly representing Norbord Shares or Qualifying Holdco Company Shares not duly surrendered on or before the sixth anniversary of the Effective Date shall cease to represent a claim by or interest of any former holder of Norbord Shares or Qualifying Holdco Company Shares of any kind or nature against or in Norbord Parent, Purchaser or West FraserCompany. On such date, all Consideration or Holdco Share Consideration to which such former holder was entitled shall be deemed to have been surrendered and forfeited to West Fraser or Norbord, as applicablePurchaser. (d) Any payment made by way of cheque by the Depositary pursuant to the Plan of Arrangement that has not been deposited or has been returned to the Depositary or that otherwise remains unclaimed, in each case, on or before the sixth anniversary of the Effective Time, and any right or claim to payment hereunder that remains outstanding on the sixth anniversary of the Effective Time shall cease to represent a right or claim of any kind or nature and the right of any Shareholder to receive the Consideration for Norbord Shares or of any Qualifying Holdco Shareholder to receive the Holdco Share Consideration pursuant to this Plan of Arrangement shall terminate and be deemed to be surrendered and forfeited to West Fraser or Norbord, as applicable. (e) In the event any certificate which immediately prior to the Effective Time represented one or more outstanding Norbord Shares that were transferred pursuant to Section 3.1(f) shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such certificate to be lost, stolen or destroyed, the Depositary will issue in exchange for such lost, stolen or destroyed certificate, the Consideration deliverable in accordance with such holder’s Letter of Transmittal. When authorizing such payment in exchange for any lost, stolen or destroyed certificate, the Person to whom such cash is to be delivered shall as a condition precedent to the delivery of such cash, give a bond satisfactory to West Fraser and the Depositary (acting reasonably) in such sum as West Fraser may direct, or otherwise indemnify West Fraser and Norbord in a manner satisfactory to West Fraser and Norbord, acting reasonably, against any claim that may be made against West Fraser and Norbord with respect to the certificate alleged to have been lost, stolen or destroyed. (f) On the Effective Date, Norbord shall deliver, or shall cause to be delivered, to each holder of Incentive Securities, as reflected on the register maintained by or on behalf of Norbord in respect of such Incentive Securities, a cheque representing the cash payment, if any, which such holder of Incentive Securities has the right to receive under this Plan of Arrangement for such Incentive Security, less any amounts withheld pursuant to Section 5.1(h) hereof. (g) West Fraser, Norbord and the Depositary shall be entitled to deduct and withhold from any amount payable or deliverable to any Person under the Plan of Arrangement and from all dividends or other distributions or other consideration or payments otherwise payable or deliverable to any former securityholders of Norbord, such amounts as West Fraser, Norbord or the Depositary, as applicable, determines are required to be deducted and withheld with respect to such payment or delivery under the Tax Act or any provision of any other Law in respect of Taxes, or to meet any related remittance requirement (collectively, a “Withholding Obligation”). To the extent that amounts are so withheld, deducted and remitted, such amounts shall be treated for all purposes hereof as having been paid to the Person in respect of which such withholding was made. (h) Any exchange or transfer of Norbord Shares and Qualifying Holdco Shares pursuant to this Plan of Arrangement shall be free and clear of any Liens or other claims of third parties of any kind.

Certificates and Payments. (a) Following receipt of the Final Order and on the Business Day immediately prior to the Effective Time, West Fraser Date, (i) Pan American shall deliver or arrange cause to be delivered to the Depositary in escrow the ConsiderationPan American Shares and cash equal to the Dissent and RSU Loan Amount and such additional cash to be paid to Yamana Shareholders in lieu of fractional Pan American Shares in accordance with Section 3.2, and (ii) Agnico shall deliver or cause to be delivered to the Depositary in escrow the Agnico Shares and cash equal to the aggregate of the Cash Consideration multiplied by the number of Yamana Shares (other than Dissent Shares), the Fractional Share Amount and the Dissent Amount, to satisfy the aggregate Consideration payable to the Yamana Shareholders, which Pan American Shares, Agnico Shares and cash shall be held by the Depositary as agent and nominee for such former Yamana Shareholders for distribution to such former Yamana Shareholders in accordance with the provisions of this Article 5. (b) Upon surrender to the Depositary for cancellation of a certificate (if any) which immediately prior to the Effective Time represented outstanding Qualifying Holdco Shares or Norbord Yamana Shares that were transferred exchanged pursuant to Section 3.1(e) or 3.1(f3.1(c), together with a duly completed and executed Letter of Transmittal and any such additional documents and instruments as the Depositary may reasonably require, the Qualifying Holdco Shareholder or registered holder of the Shareholder Yamana Shares represented by such surrendered certificate shall be entitled to receive in exchange therefor, and the Depositary shall deliver to such Qualifying Holdco Yamana Shareholder or Shareholder, the Holdco Share Consideration or the Consideration, as applicable, which that such Yamana Shareholder has the right to receive under the Arrangement for such Qualifying Holdco Shares or Norbord SharesArrangement, less any amounts withheld pursuant to Section 5.1(g)5.3, and any certificate so surrendered shall forthwith be cancelled. (c) Until After the completion of the Arrangement and until surrendered for cancellation as contemplated by this Section 5.15.1(b), each certificate that immediately prior to the Effective Time represented Qualifying Holdco Shares one or Norbord Shares that were transferred pursuant to Section 3.1(emore Yxxxxx Xxxxxx (other than Yxxxxx Xxxxxx held by a Dissenting Shareholder) and Section 3.1(f), respectively, shall be deemed after the Effective Time of Section 3.1(e) and Section 3.1(f), respectively, at all times to represent only the right to receive upon such surrender the Holdco Share Consideration or in exchange therefor the Consideration (as applicable) to which that the holder of such certificate is entitled to receive in lieu of such certificate as contemplated in this accordance with Section 5.13.1, less any amounts withheld pursuant to Section 5.1(g). Any such certificate formerly representing Norbord Shares or Qualifying Holdco Shares not duly surrendered on or before the sixth anniversary of the Effective Date shall cease to represent a claim by or interest of any former holder of Norbord Shares or Qualifying Holdco Shares of any kind or nature against or in Norbord or West Fraser. On such date, all Consideration or Holdco Share Consideration to which such former holder was entitled shall be deemed to have been surrendered and forfeited to West Fraser or Norbord, as applicable5.3. (d) Any payment made by way of cheque by the Depositary pursuant to the Plan of Arrangement that has not been deposited or has been returned to the Depositary or that otherwise remains unclaimed, in each case, on or before the sixth anniversary of the Effective Time, and any right or claim to payment hereunder that remains outstanding on the sixth anniversary of the Effective Time shall cease to represent a right or claim of any kind or nature and the right of any Shareholder to receive the Consideration for Norbord Shares or of any Qualifying Holdco Shareholder to receive the Holdco Share Consideration pursuant to this Plan of Arrangement shall terminate and be deemed to be surrendered and forfeited to West Fraser or Norbord, as applicable. (e) In the event any certificate which immediately prior to the Effective Time represented one or more outstanding Norbord Shares that were transferred pursuant to Section 3.1(f) shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such certificate to be lost, stolen or destroyed, the Depositary will issue in exchange for such lost, stolen or destroyed certificate, the Consideration deliverable in accordance with such holder’s Letter of Transmittal. When authorizing such payment in exchange for any lost, stolen or destroyed certificate, the Person to whom such cash is to be delivered shall as a condition precedent to the delivery of such cash, give a bond satisfactory to West Fraser and the Depositary (acting reasonably) in such sum as West Fraser may direct, or otherwise indemnify West Fraser and Norbord in a manner satisfactory to West Fraser and Norbord, acting reasonably, against any claim that may be made against West Fraser and Norbord with respect to the certificate alleged to have been lost, stolen or destroyed. (f) On the Effective Date, Norbord Yamana shall deliver, or shall cause pay the amounts to be delivered, to each holder of Incentive Securities, as reflected on the register maintained by or on behalf of Norbord in respect of such Incentive Securities, a cheque representing the cash payment, if any, which such holder of Incentive Securities has the right to receive under this Plan of Arrangement for such Incentive Security, less any amounts withheld pursuant to Section 5.1(h) hereof. (g) West Fraser, Norbord and the Depositary shall be entitled to deduct and withhold from any amount payable or deliverable to any Person under the Plan of Arrangement and from all dividends or other distributions or other consideration or payments otherwise payable or deliverable to any former securityholders of Norbord, such amounts as West Fraser, Norbord or the Depositary, as applicable, determines are required to be deducted and withheld with respect to such payment or delivery under the Tax Act or any provision of any other Law in respect of Taxes, or to meet any related remittance requirement (collectively, a “Withholding Obligation”). To the extent that amounts are so withheld, deducted and remitted, such amounts shall be treated for all purposes hereof as having been paid to the Person holders of Yamana RSUs, Yamana PSUs and Yamana DSUs in respect of which such withholding was madeaccordance with Sections 3.1(f), 3.1(g) and 3.1(h), respectively. (h) Any exchange or transfer of Norbord Shares and Qualifying Holdco Shares pursuant to this Plan of Arrangement shall be free and clear of any Liens or other claims of third parties of any kind.

Certificates and Payments. (a) Following receipt of the Final Order and prior to the Effective Time, West Fraser Vail or Exchangeco shall deliver or arrange cause to be delivered to the Depositary sufficient funds and certificates representing Vail Shares and Exchangeable Shares to satisfy the Considerationaggregate Consideration payable to the Whistler Shareholders in accordance with Section 3.1 plus sufficient funds to satisfy any aggregate cash payment in lieu of fractional Vail Shares or Exchangeable Shares, which cash, Vail Share certificates and Exchangeable Share certificates shall be held by the Depositary as agent and nominee for such former Whistler Shareholders for distribution to such former Whistler Shareholders in accordance with the provisions of this Article 5. (b) Upon surrender to the Depositary for cancellation of a certificate which immediately prior to the Effective Time represented outstanding Qualifying Holdco Shares or Norbord Whistler Shares that were transferred pursuant to Section 3.1(e) or 3.1(f), together with a duly completed and executed Letter of Transmittal and Election Form and any such additional documents and instruments as the Depositary may reasonably require, the Qualifying Holdco Shareholder or registered holder of the Shareholder Whistler Shares represented by such surrendered certificate shall be entitled to receive in exchange therefor, and the Depositary shall deliver to such Qualifying Holdco Shareholder or Whistler Shareholder, the Holdco Share Consideration or the Consideration, as applicable, which that such Whistler Shareholder has the right to receive under the Arrangement for such Qualifying Holdco Shares or Norbord Whistler Shares, less any amounts withheld pursuant to Section 5.1(g)5.3, and any certificate so surrendered shall forthwith be cancelled. (c) Until After the Effective Time and until surrendered for cancellation as contemplated by this Section 5.15.1(b), each certificate that immediately prior to the Effective Time represented Qualifying Holdco one or more Whistler Shares (other than Whistler Shares held by Vail, Exchangeco or Norbord Shares that were transferred pursuant to Section 3.1(eany of their respective Affiliates) and Section 3.1(f), respectively, shall be deemed after the Effective Time of Section 3.1(e) and Section 3.1(f), respectively, at all times to represent only the right to receive upon such surrender the Holdco Share Consideration or in exchange therefor the Consideration (as applicable) to which that the holder of such certificate is entitled to receive in lieu of such certificate as contemplated in this accordance with Section 5.13.1, less any amounts withheld pursuant to Section 5.1(g). Any such certificate formerly representing Norbord Shares or Qualifying Holdco Shares not duly surrendered on or before the sixth anniversary of the Effective Date shall cease to represent a claim by or interest of any former holder of Norbord Shares or Qualifying Holdco Shares of any kind or nature against or in Norbord or West Fraser. On such date, all Consideration or Holdco Share Consideration to which such former holder was entitled shall be deemed to have been surrendered and forfeited to West Fraser or Norbord, as applicable5.3. (d) Any payment made by way of cheque by the Depositary pursuant to the Plan of Arrangement that has not been deposited or has been returned to the Depositary or that otherwise remains unclaimed, in each case, on or before the sixth anniversary of the Effective Time, and any right or claim to payment hereunder that remains outstanding on the sixth anniversary of the Effective Time shall cease to represent a right or claim of any kind or nature and the right of any Shareholder to receive the Consideration for Norbord Shares or of any Qualifying Holdco Shareholder to receive the Holdco Share Consideration pursuant to this Plan of Arrangement shall terminate and be deemed to be surrendered and forfeited to West Fraser or Norbord, as applicable. (e) In the event any certificate which immediately prior to the Effective Time represented one or more outstanding Norbord Shares that were transferred pursuant to Section 3.1(f) shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such certificate to be lost, stolen or destroyed, the Depositary will issue in exchange for such lost, stolen or destroyed certificate, the Consideration deliverable in accordance with such holder’s Letter of Transmittal. When authorizing such payment in exchange for any lost, stolen or destroyed certificate, the Person to whom such cash is to be delivered shall as a condition precedent to the delivery of such cash, give a bond satisfactory to West Fraser and the Depositary (acting reasonably) in such sum as West Fraser may direct, or otherwise indemnify West Fraser and Norbord in a manner satisfactory to West Fraser and Norbord, acting reasonably, against any claim that may be made against West Fraser and Norbord with respect to the certificate alleged to have been lost, stolen or destroyed. (f) On the Effective Date, Norbord shall deliver, or shall cause to be delivered, to each holder of Incentive Securities, as reflected on the register maintained by or on behalf of Norbord in respect of such Incentive Securities, a cheque representing the cash payment, if any, which such holder of Incentive Securities has the right to receive under this Plan of Arrangement for such Incentive Security, less any amounts withheld pursuant to Section 5.1(h) hereof. (g) West Fraser, Norbord and the Depositary shall be entitled to deduct and withhold from any amount payable or deliverable to any Person under the Plan of Arrangement and from all dividends or other distributions or other consideration or payments otherwise payable or deliverable to any former securityholders of Norbord, such amounts as West Fraser, Norbord or the Depositary, as applicable, determines are required to be deducted and withheld with respect to such payment or delivery under the Tax Act or any provision of any other Law in respect of Taxes, or to meet any related remittance requirement (collectively, a “Withholding Obligation”). To the extent that amounts are so withheld, deducted and remitted, such amounts shall be treated for all purposes hereof as having been paid to the Person in respect of which such withholding was made. (h) Any exchange or transfer of Norbord Shares and Qualifying Holdco Shares pursuant to this Plan of Arrangement shall be free and clear of any Liens or other claims of third parties of any kind.

Certificates and Payments. (a) Following receipt of the Final Order and prior to the Effective Time, West Fraser the Purchaser shall deliver or arrange to be delivered to the Depositary certificates representing the ConsiderationPurchaser Closing Shares required to be issued to the Common Shareholders in accordance with Section 3.1(b) hereof, which Purchaser Closing Share certificates shall be held by the Depositary as agent and nominee for such former Common Shareholders for distribution to such former Common Shareholders in accordance with the provisions of Article 5 hereof. (b) Within 3 Business Days following the occurrence of a Contingent Payment Event (provided such event occurs on or prior to the Contingent Payment Deadline), the Purchaser shall deliver or arrange to be delivered to the Depositary certificates representing the Purchaser Contingent Shares required to be issued to the Common Shareholders in accordance with Section 3.1(b) hereof, which Purchaser Contingent Share certificates shall be held by the Depositary as agent and nominee for such former Common Shareholders for distribution to such former Common Shareholders in accordance with the provisions of Article 5 hereof. For greater certainty, where Purchaser Closing Share certificates have already been delivered to Common Shareholders in accordance with the provisions of Article 5 hereof, the Purchaser Contingent Share certificates will be delivered to Common Shareholders without any further action required on behalf of such Common Shareholders, other than as may be necessary in accordance with Section 5.1(f). (c) Upon surrender to the Depositary for cancellation of a certificate which immediately prior to the Effective Time represented outstanding Qualifying Holdco Shares or Norbord Common Shares that were transferred pursuant to Section 3.1(e) or 3.1(f3.1(b), together with a duly completed and executed Letter of Transmittal and such additional documents and instruments as the Depositary may reasonably require, the Qualifying Holdco Shareholder or the Shareholder represented by such surrendered certificate shall be entitled to receive in exchange therefor, and the Depositary shall deliver to such Qualifying Holdco Shareholder or Shareholder, the Holdco Share Consideration or the Consideration, as applicable, which such Shareholder has the right to receive under the Arrangement for such Qualifying Holdco Shares or Norbord Common Shares, less any amounts withheld pursuant to Section 5.1(g5.1(f), and any certificate so surrendered shall forthwith be cancelled. (cd) Until surrendered as contemplated by this Section 5.1, each certificate that immediately prior to the Effective Time represented Qualifying Holdco Common Shares or Norbord Shares that were transferred pursuant to Section 3.1(e) and Section 3.1(f), respectively, shall be deemed after the Effective Time of Section 3.1(e) and Section 3.1(f), respectively, to represent only the right to receive upon such surrender the Holdco Share Consideration or the Consideration (as applicable) to which the holder is entitled to receive in lieu of such certificate as contemplated in this Section 5.1, less any amounts withheld pursuant to Section 5.1(g5.1(f). Any such certificate formerly representing Norbord Shares or Qualifying Holdco Common Shares not duly surrendered on or before the sixth anniversary of the Effective Date shall cease to represent a claim by or interest of any former holder of Norbord Shares or Qualifying Holdco Common Shares of any kind or nature against or in Norbord Company or West FraserPurchaser Sub. On such date, all Consideration or Holdco Share Consideration to which such former holder was entitled shall be deemed to have been surrendered and forfeited to West Fraser Purchaser, Purchaser Sub or Norbord, as applicable. (d) Any payment made by way of cheque by the Depositary pursuant to the Plan of Arrangement that has not been deposited or has been returned to the Depositary or that otherwise remains unclaimed, in each case, on or before the sixth anniversary of the Effective Time, and any right or claim to payment hereunder that remains outstanding on the sixth anniversary of the Effective Time shall cease to represent a right or claim of any kind or nature and the right of any Shareholder to receive the Consideration for Norbord Shares or of any Qualifying Holdco Shareholder to receive the Holdco Share Consideration pursuant to this Plan of Arrangement shall terminate and be deemed to be surrendered and forfeited to West Fraser or NorbordCompany, as applicable. (e) In the event any certificate which immediately prior to the Effective Time represented one or more outstanding Norbord Common Shares that were transferred pursuant to Section 3.1(f3.1(b) shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such certificate to be lost, stolen or destroyed, the Depositary will issue in exchange for such lost, stolen or destroyed certificate, the Consideration deliverable in accordance with such holder’s Letter of Transmittal. When authorizing such payment in exchange for any lost, stolen or destroyed certificate, the Person to whom such cash Consideration is to be delivered shall as a condition precedent to the delivery of such cashConsideration, give a bond satisfactory to West Fraser Purchaser and the Depositary (acting reasonably) in such sum as West Fraser Purchaser may direct, or otherwise indemnify West Fraser Purchaser and Norbord Company in a manner satisfactory to West Fraser Purchaser and NorbordCompany, acting reasonably, against any claim that may be made against West Fraser Purchaser, Purchaser Sub and Norbord Company with respect to the certificate alleged to have been lost, stolen or destroyed. (f) On the Effective DateThe Purchaser, Norbord shall deliverPurchaser Sub, Company or shall cause to be delivered, to each holder of Incentive Securities, as reflected on the register maintained by or on behalf of Norbord in respect of such Incentive Securities, a cheque representing the cash payment, if any, which such holder of Incentive Securities has the right to receive under this Plan of Arrangement for such Incentive Security, less any amounts withheld pursuant to Section 5.1(h) hereof. (g) West Fraser, Norbord and the Depositary shall be entitled to deduct and withhold from any amount payable or deliverable to any Person under the Plan of Arrangement and from all dividends or other distributions or other consideration or payments otherwise payable or deliverable to any former securityholders of NorbordArrangement, such amounts as West FraserPurchaser, Norbord Purchaser Sub, Company or the DepositaryDepositary determines, as applicableacting reasonably, determines are required or permitted to be deducted and withheld with respect to such payment or delivery under the Tax Act Act, the United States Internal Revenue Code of 1986 or any provision of any other Law in respect of Taxes, or to meet any related remittance requirement (collectively, a “Withholding Obligation”). To the extent that amounts are so withheld, deducted and remitted, such withheld amounts shall be treated for all purposes hereof as having been paid to the Person in respect of which such withholding was made, provided that such amounts are actually remitted to the appropriate taxing authority. The Purchaser, Purchaser Sub, Company or the Depositary shall also have the right to withhold such number of Purchaser Shares issued or issuable to such Person pursuant to this Plan of Arrangement as would be necessary to produce sale proceeds (after deducting reasonable commissions payable to the broker and other reasonable costs and expenses) sufficient to fund any Withholding Obligations. (hg) Any exchange or transfer of Norbord Shares and Qualifying Holdco Common Shares pursuant to this Plan of Arrangement shall be free and clear of any Liens or other claims of third parties of any kind.

Certificates and Payments. (a) Following receipt of the Final Order and prior to the Effective Time, West Fraser Stryker or Acquireco shall deliver or arrange cause to be delivered to the Depositary sufficient funds to satisfy the Considerationaggregate Consideration payable to the Novadaq Shareholders in accordance with Section 3.1, which cash shall be held by the Depositary as agent and nominee for such former Novadaq Shareholders for distribution to such former Novadaq Shareholders in accordance with the provisions of this Article 5. (b) Upon surrender to the Depositary for cancellation of a certificate which immediately prior to the Effective Time represented outstanding Qualifying Holdco Shares or Norbord Novadaq Shares that were transferred pursuant to Section 3.1(e) or 3.1(f), together with a duly completed and executed Letter of Transmittal and any such additional documents and instruments as the Depositary may reasonably require, the Qualifying Holdco Shareholder or registered holder of the Shareholder Novadaq Shares represented by such surrendered certificate shall be entitled to receive in exchange therefor, and the Depositary shall deliver to such Qualifying Holdco Shareholder or Novadaq Shareholder, as soon as practicable, the Holdco Share Consideration or the Consideration, as applicable, which that such Novadaq Shareholder has the right to receive under the Arrangement for such Qualifying Holdco Shares or Norbord Novadaq Shares, less any amounts withheld pursuant to Section 5.1(g)5.3, and any certificate so surrendered shall forthwith be cancelled. (c) Until surrendered As soon as contemplated by this Section 5.1, each certificate that immediately prior to the Effective Time represented Qualifying Holdco Shares or Norbord Shares that were transferred pursuant to Section 3.1(e) and Section 3.1(f), respectively, shall be deemed practicable after the Effective Time Date, Novadaq shall pay or cause to be paid the amounts, net of Section 3.1(e) and Section 3.1(f), respectivelyapplicable withholdings, to represent only the right be paid to receive upon such surrender the Holdco Share Consideration or the Consideration (as applicable) to which the holder is entitled to receive in lieu holders of such certificate as contemplated in this Section 5.1Novadaq Options, less any amounts withheld pursuant to Section 5.1(g). Any such certificate formerly representing Norbord Shares or Qualifying Holdco Shares not duly surrendered on or before the sixth anniversary of the Effective Date shall cease to represent a claim by or interest of any former holder of Norbord Shares or Qualifying Holdco Shares of any kind or nature against or in Norbord or West Fraser. On such date, all Consideration or Holdco Share Consideration to which such former holder was entitled shall be deemed to have been surrendered Novadaq DSUs and forfeited to West Fraser or Norbord, as applicable. (d) Any payment made by way of cheque by the Depositary pursuant to the Plan of Arrangement that has not been deposited or has been returned to the Depositary or that otherwise remains unclaimed, in each case, on or before the sixth anniversary of the Effective Time, and any right or claim to payment hereunder that remains outstanding on the sixth anniversary of the Effective Time shall cease to represent a right or claim of any kind or nature and the right of any Shareholder to receive the Consideration for Norbord Shares or of any Qualifying Holdco Shareholder to receive the Holdco Share Consideration Novadaq RSUs pursuant to this Plan of Arrangement shall terminate Arrangement, either (i) pursuant to the normal payroll practices and be deemed procedures of Novadaq, or (ii) in the event that payment pursuant to be surrendered the normal payroll practices and forfeited procedures of Novadaq is not practicable for any such holder, by cheque or similar means (delivered to West Fraser such holder of Novadaq Options, Novadaq DSUs, or NorbordNovadaq RSUs, as applicable. (e) In the event any certificate which immediately prior to the Effective Time represented one or more outstanding Norbord Shares that were transferred pursuant to Section 3.1(f) shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such certificate to be lost, stolen or destroyed, the Depositary will issue in exchange for such lost, stolen or destroyed certificate, the Consideration deliverable in accordance with such holder’s Letter of Transmittal. When authorizing such payment in exchange for any lost, stolen or destroyed certificate, the Person to whom such cash is to be delivered shall as a condition precedent to the delivery of such cash, give a bond satisfactory to West Fraser and the Depositary (acting reasonably) in such sum as West Fraser may direct, or otherwise indemnify West Fraser and Norbord in a manner satisfactory to West Fraser and Norbord, acting reasonably, against any claim that may be made against West Fraser and Norbord with respect to the certificate alleged to have been lost, stolen or destroyed. (f) On the Effective Date, Norbord shall deliver, or shall cause to be delivered, to each holder of Incentive Securities, as reflected on the register maintained by or on behalf of Norbord Novadaq in respect of such Incentive Securitiesthe Novadaq Options, a cheque representing Novadaq DSUs and Novadaq RSUs). (d) After the cash paymentEffective Time and until surrendered for cancellation as contemplated by Section 5.1(b), if anyeach certificate that immediately prior to the Effective Time represented one or more Novadaq Shares (other than Novadaq Shares held by Stryker, which such holder Acquireco or any of Incentive Securities has their respective affiliates) shall be deemed at all times to represent only the right to receive under this Plan in exchange therefor the Consideration that the holder of Arrangement for such Incentive Securitycertificate is entitled to receive in accordance with Section 3.1, less any amounts withheld pursuant to Section 5.1(h) hereof5.3. (g) West Fraser, Norbord and the Depositary shall be entitled to deduct and withhold from any amount payable or deliverable to any Person under the Plan of Arrangement and from all dividends or other distributions or other consideration or payments otherwise payable or deliverable to any former securityholders of Norbord, such amounts as West Fraser, Norbord or the Depositary, as applicable, determines are required to be deducted and withheld with respect to such payment or delivery under the Tax Act or any provision of any other Law in respect of Taxes, or to meet any related remittance requirement (collectively, a “Withholding Obligation”). To the extent that amounts are so withheld, deducted and remitted, such amounts shall be treated for all purposes hereof as having been paid to the Person in respect of which such withholding was made. (h) Any exchange or transfer of Norbord Shares and Qualifying Holdco Shares pursuant to this Plan of Arrangement shall be free and clear of any Liens or other claims of third parties of any kind.

Certificates and Payments. ‌ 4.1 EATS will deposit the EATS Shares with the Depositary to satisfy the consideration issuable and/or payable to the Mylk Shareholders pursuant to this Plan of Arrangement (a) Following receipt other than registered Mylk Shareholders validly exercising Dissent Rights and who have not withdrawn their notice of objection). 4.2 After the Final Order and Effective Date, certificates formerly representing Mylk Shares which are held by a Mylk Shareholder will, except for Mylk Shares held by Dissenters, represent only the right to receive the consideration issuable and/or payable therefor pursuant to Section 3.1 in accordance with the terms of this Plan of Arrangement. 4.3 No dividends or other distributions declared or made after the Effective Date with respect to the EATS Shares with a record date after the Effective Date will be payable or paid to the holder of any unsurrendered certificate or certificates for Mylk Shares which, immediately prior to the Effective TimeDate, West Fraser shall deliver represented outstanding Mylk Shares and will not be payable or arrange paid until the surrender of certificates for Mylk Shares for exchange for the consideration issuable and/or payable therefor pursuant to Section 3.1 in accordance with the terms of this Plan of Arrangement. 4.4 As soon as reasonably practicable after the Effective Date (subject to Section 6.2), the Depositary will forward to each Mylk Shareholder the certificates representing the EATS Shares issued to such Mylk Shareholder pursuant to Section 3.1(b), which shares will be registered in such name or names and delivered to the Depositary address or addresses of such Mylk Shareholder as reflected in the Considerationrecord books of Mylk. (b) Upon surrender to the Depositary for cancellation of a 4.5 Any certificate which immediately prior to the Effective Time Date represented outstanding Qualifying Holdco Mylk Shares or Norbord Shares that were transferred pursuant to Section 3.1(e) or 3.1(f)and which has not been surrendered, together with a duly completed and executed Letter of Transmittal and such additional documents and all other instruments as the Depositary may reasonably require, the Qualifying Holdco Shareholder or the Shareholder represented by such surrendered certificate shall be entitled to receive in exchange therefor, and the Depositary shall deliver to such Qualifying Holdco Shareholder or Shareholder, the Holdco Share Consideration or the Consideration, as applicable, which such Shareholder has the right to receive under the Arrangement for such Qualifying Holdco Shares or Norbord Shares, less any amounts withheld pursuant to Section 5.1(g), and any certificate so surrendered shall forthwith be cancelled. (c) Until surrendered as contemplated required by this Section 5.1Article 4, each certificate that immediately on or prior to the Effective Time represented Qualifying Holdco Shares or Norbord Shares that were transferred pursuant to Section 3.1(e) and Section 3.1(f), respectively, shall be deemed after the Effective Time of Section 3.1(e) and Section 3.1(f), respectively, to represent only the right to receive upon such surrender the Holdco Share Consideration or the Consideration (as applicable) to which the holder is entitled to receive in lieu of such certificate as contemplated in this Section 5.1, less any amounts withheld pursuant to Section 5.1(g). Any such certificate formerly representing Norbord Shares or Qualifying Holdco Shares not duly surrendered on or before the sixth anniversary of the Effective Date shall Date, will cease to represent a any claim by against or interest of any former holder of Norbord Shares or Qualifying Holdco Shares of any kind or nature against in Mylk, EATS or in Norbord or West Fraser. On such date, all Consideration or Holdco Share Consideration to which such former holder was entitled shall be deemed to have been surrendered and forfeited to West Fraser or Norbord, as applicablethe Depositary. (d) Any payment made by way of cheque by the Depositary pursuant to the Plan of Arrangement that has not been deposited or has been returned to the Depositary or that otherwise remains unclaimed, in each case, on or before the sixth anniversary of the Effective Time, and any right or claim to payment hereunder that remains outstanding on the sixth anniversary of the Effective Time shall cease to represent a right or claim of any kind or nature and the right of any Shareholder to receive the Consideration for Norbord Shares or of any Qualifying Holdco Shareholder to receive the Holdco Share Consideration pursuant to this Plan of Arrangement shall terminate and be deemed to be surrendered and forfeited to West Fraser or Norbord, as applicable. (e) 4.6 In the event any certificate certificate, which immediately prior to before the Effective Time represented one or more outstanding Norbord Mylk Shares that were transferred was exchanged pursuant to Section 3.1(f) shall have been 3.1, is lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such certificate to be lost, stolen or destroyed, the Depositary will issue in exchange for such lost, stolen or destroyed certificate, the Consideration deliverable consideration to which such Person is entitled in accordance with respect of the Mylk Shares represented by such holder’s Letter of Transmittallost, stolen, or destroyed certificate pursuant to Section 3.1. When authorizing such issuances or payment in exchange for any lost, stolen or destroyed certificate, the Person to whom such cash consideration is to be delivered shall issued and/or paid will, as a condition precedent to the delivery of such cashissuance and/or payment thereof, give a bond satisfactory to West Fraser EATS and the Depositary (acting reasonably) its transfer agent in such sum as West Fraser EATS may direct, direct or otherwise indemnify West Fraser and Norbord EATS in a manner satisfactory to West Fraser and Norbord, acting reasonablyit, against any claim Claim that may be made against West Fraser and Norbord one or both of them with respect to the certificate alleged to have been lost, stolen or destroyed. (f) On the Effective Date, Norbord shall deliver, or shall cause to be delivered, to each holder of Incentive Securities, as reflected on the register maintained by or on behalf of Norbord in respect of such Incentive Securities, a cheque representing the cash payment, if any, which such holder of Incentive Securities has the right to receive under this Plan of Arrangement for such Incentive Security, less any amounts withheld pursuant to Section 5.1(h) hereof. (g) West Fraser, Norbord and the Depositary shall be entitled to deduct and withhold from any amount payable or deliverable to any Person under the Plan of Arrangement and from all dividends or other distributions or other consideration or payments otherwise payable or deliverable to any former securityholders of Norbord, such amounts as West Fraser, Norbord or the Depositary, as applicable, determines are required to be deducted and withheld with respect to such payment or delivery under the Tax Act or any provision of any other Law in respect of Taxes, or to meet any related remittance requirement (collectively, a “Withholding Obligation”). To the extent that amounts are so withheld, deducted and remitted, such amounts shall be treated for all purposes hereof as having been paid to the Person in respect of which such withholding was made. (h) Any exchange or transfer of Norbord Shares and Qualifying Holdco Shares pursuant to this Plan of Arrangement shall be free and clear of any Liens or other claims of third parties of any kind.

Certificates and Payments. (a) Following receipt of the Final Order and prior to the Effective Time, West Fraser Akerna or Purchaser shall deliver or arrange deposit in escrow with the Depositary (the terms and conditions of such escrow to be delivered satisfactory to the Parties, each acting reasonably) the Effective Time Shares, sufficient funds to satisfy the aggregate Closing Cash Amount and CVRs evidencing Akerna’s and Purchaser’s obligations with respect to the Deferred Consideration, in each case to the Ample Shareholders (other than Dissenting Shareholders), which Closing Cash Amount, Effective Time Shares and CVRs shall be held by the Depositary as agent for and nominee of such former Ample Shareholders for distribution to such former Ample Shareholders in accordance with the Considerationterms of the Arrangement Agreement and the provisions of this ARTICLE 6. (b) Following receipt of the Final Order and at or prior to the Effective Time, Akerna or Purchaser shall deposit in escrow with the Escrow Agent (the terms and conditions of such escrow to be satisfactory to the Parties, each acting reasonably) the Closing Shares to be held in escrow and distributed in accordance with the terms of the Arrangement Agreement and the Escrow Agreement. (c) Following receipt of the Final Order and at or prior to the Effective Time, Akerna or Purchaser shall deposit in escrow with the Escrow Agent (the terms and conditions of such escrow to be satisfactory to the Parties, each acting reasonably) the Escrowed Shares to be held in escrow and distributed in accordance with the terms of the Arrangement Agreement and the Escrow Agreement. (d) At the Effective Time, Akerna or Purchaser shall deliver the Special Voting Share to the Trustee in accordance with the Voting and Exchange Trust Agreement. (e) Upon surrender to the Depositary for cancellation of a certificate or certificates which immediately prior to the Effective Time represented outstanding Qualifying Holdco Shares or Norbord Ample Shares that were transferred pursuant to Section 3.1(e) or 3.1(f4.1(d), together with a duly completed and executed Letter of Transmittal and any such additional documents and instruments as the Depositary may reasonably requirerequire or as would have been required to effect such transfer under applicable securities transfer legislation, the Qualifying Holdco Shareholder or OBCA and the Shareholder Ample Articles after giving effect to Section 4.1(c), the former registered holder of the Ample Shares represented by such surrendered certificate (other than Dissenting Shareholders) shall be entitled to receive in exchange therefor, and the Depositary shall deliver to such Qualifying Holdco each Ample Shareholder or Shareholderin accordance with the Arrangement Agreement and the written instructions of the Shareholder Representative, the Holdco Share Up-front Consideration or the Consideration, as applicable, which such and CVRs that each Ample Shareholder has the right to receive under the Arrangement at the Effective Time for such Qualifying Holdco Shares or Norbord Ample Shares, less any amounts withheld pursuant to Section 5.1(g)6.3, and any certificate so surrendered shall forthwith be cancelled. (cf) Until From and after the Effective Time and until surrendered for cancellation as contemplated by this Section 5.1ARTICLE 6, each certificate that immediately prior to the Effective Time represented Qualifying Holdco one or more Ample Shares (other than Ample Shares held by Akerna, Purchaser or Norbord Shares that were transferred pursuant to Section 3.1(eany of their respective Affiliates) and Section 3.1(f), respectively, shall be deemed after the Effective Time of Section 3.1(e) and Section 3.1(f), respectively, at all times to represent only the right to receive upon such surrender in exchange therefor the Holdco Share Up-front Consideration or the Consideration (as applicable) to which that the holder of such certificate is entitled to receive in lieu of such certificate as contemplated in accordance with Section 4.1 and this Section 5.1ARTICLE 6, less any amounts withheld pursuant to Section 5.1(g). Any such certificate formerly representing Norbord Shares or Qualifying Holdco Shares not duly surrendered on or before the sixth anniversary of the Effective Date shall cease to represent a claim by or interest of any former holder of Norbord Shares or Qualifying Holdco Shares of any kind or nature against or in Norbord or West Fraser. On such date, all Consideration or Holdco Share Consideration to which such former holder was entitled shall be deemed to have been surrendered and forfeited to West Fraser or Norbord, as applicable. (d) Any payment made by way of cheque by the Depositary pursuant to the Plan of Arrangement that has not been deposited or has been returned to the Depositary or that otherwise remains unclaimed, in each case, on or before the sixth anniversary of the Effective Time, and any right or claim to payment hereunder that remains outstanding on the sixth anniversary of the Effective Time shall cease to represent a right or claim of any kind or nature and the right of any Shareholder to receive the Consideration for Norbord Shares or of any Qualifying Holdco Shareholder to receive the Holdco Share Consideration pursuant to this Plan of Arrangement shall terminate and be deemed to be surrendered and forfeited to West Fraser or Norbord, as applicable. (e) In the event any certificate which immediately prior to the Effective Time represented one or more outstanding Norbord Shares that were transferred pursuant to Section 3.1(f) shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such certificate to be lost, stolen or destroyed, the Depositary will issue in exchange for such lost, stolen or destroyed certificate, the Consideration deliverable in accordance with such holder’s Letter of Transmittal. When authorizing such payment in exchange for any lost, stolen or destroyed certificate, the Person to whom such cash is to be delivered shall as a condition precedent to the delivery of such cash, give a bond satisfactory to West Fraser and the Depositary (acting reasonably) in such sum as West Fraser may direct, or otherwise indemnify West Fraser and Norbord in a manner satisfactory to West Fraser and Norbord, acting reasonably, against any claim that may be made against West Fraser and Norbord with respect to the certificate alleged to have been lost, stolen or destroyed. (f) On the Effective Date, Norbord shall deliver, or shall cause to be delivered, to each holder of Incentive Securities, as reflected on the register maintained by or on behalf of Norbord in respect of such Incentive Securities, a cheque representing the cash payment, if any, which such holder of Incentive Securities has the right to receive under this Plan of Arrangement for such Incentive Security, less any amounts withheld pursuant to Section 5.1(h) hereof6.3. (g) West Fraser, Norbord and The entitlement of each Ample Shareholder to the Depositary Consideration (or any portion thereof) shall be entitled to deduct and withhold from any amount payable or deliverable to any Person under as prescribed by the Plan of Arrangement and from all dividends or other distributions or other consideration or payments otherwise payable or deliverable to any former securityholders of Norbord, such amounts as West Fraser, Norbord or the DepositaryAmple Articles, as applicabledetermined by the Shareholder Representative acting reasonably and with reference to the Effective Date Register. In accordance with the Ample Articles and in furtherance of the foregoing sentence, determines are required to be deducted and withheld with respect to such payment or delivery under the Tax Act Consideration (or any provision of any other Law in respect of Taxes, or to meet any related remittance requirement (collectively, a “Withholding Obligation”). To the extent that amounts are so withheld, deducted and remitted, such amounts portion thereof) shall be treated for all purposes hereof allocated as having and when it is payable to the Ample Shareholders without regard for, and without taking into account, any portion of the Consideration that has not yet been paid to the Person Ample Shareholders at such time and/or which remains subject to any escrow. For the purposes of allocating the Consideration (or any portion thereof) as and when it is due and payable to the Ample Shareholders, (i) the fair market value of each Exchangeable Share or Akerna Share released from escrow pursuant to the Escrow Agreement shall be equal to the five (5) day volume weighted average price of an Akerna Share (converted to Canadian dollars from US dollars using the Exchange Rate as of the date that such Exchangeable Share and/or Akerna Share is released from escrow in accordance with the Escrow Agreement) as quoted on the NASDAQ on the last trading day immediately preceding the date that such Exchangeable Share and/or Akerna Share is released from escrow in accordance with the Escrow Agreement; and (ii) the fair market value of each Exchangeable Share issued in respect of which such withholding was made. (h) Any exchange or transfer of Norbord Shares and Qualifying Holdco Shares pursuant to this Plan of Arrangement the Deferred Consideration shall be free and clear equal to the five (5) day volume weighted average price of any Liens or other claims an Akerna Share (converted to Canadian dollars from US dollars using the Exchange Rate as of third parties of any kindthe Deferred Consideration Payment Date) as quoted on the NASDAQ on the last trading day immediately preceding the Deferred Consideration Payment Date.

Certificates and Payments. 5.1 At or before the Closing Time: (a) Following receipt New SPAC shall deposit, or cause to be deposited, in escrow with the Exchange Agent, for the benefit of and to be held on behalf of the Final Order and prior Company Securityholders entitled to receive New SPAC Class A Common Shares pursuant to Section 3.2(h), certificates representing, or other evidence regarding the Effective Timeissuance of, West Fraser shall deliver or arrange the New SPAC Class A Common Shares that such Company Securityholders are entitled to be delivered receive under the Arrangement (calculated without reference to the Depositary the Consideration.whether any Company Shareholder has exercised Company Dissent Rights); and (b) the Company shall deposit, or cause to be deposited, in escrow with the Exchange Agent, for the benefit of and to be held on behalf of the Company 2013 Warrantholders, Cdn$168,000 representing the aggregate Company 2013 Warrant Consideration. 5.2 Upon the surrender to the Depositary for cancellation Exchange Agent of a certificate (or where applicable, confirmation of book-entry only entries) which immediately prior to the Company Amalgamation Effective Time represented outstanding Qualifying Holdco Company Shares or Norbord Shares that were transferred pursuant to Section 3.1(e) or 3.1(f)Company Warrants, as applicable, together with a duly completed and executed Letter of Transmittal and such additional documents and instruments as the Depositary Exchange Agent may reasonably require, the Qualifying Holdco Exchange Agent shall deliver: (i) with respect to a Company Shareholder or a Company 2020 Warrantholder, book-entry only entries representing the Shareholder represented by New SPAC Class A Common Shares that such surrendered certificate shall be Company Securityholder is entitled to receive in exchange therefor, and the Depositary shall deliver to such Qualifying Holdco Shareholder or Shareholder, the Holdco Share Consideration or the Consideration, as applicable, which such Shareholder has the right to receive under the Arrangement for Arrangement; and (ii) with respect to a Company 2013 Warrantholder, payment by cheque or wire transfer representing the aggregate Company 2013 Warrant Consideration that such Qualifying Holdco Shares or Norbord SharesCompany 2013 Warrantholder is entitled to receive under the Arrangement, in each case, less any amounts required to be withheld pursuant to Section 5.1(g), and any certificate so surrendered shall forthwith be cancelled6.2. (c) 5.3 Until surrendered as contemplated by this Section 5.1Article 5, each certificate that which immediately prior to the Company Amalgamation Effective Time represented Qualifying Holdco outstanding Company Shares or Norbord Shares that were transferred pursuant to Section 3.1(e) and Section 3.1(f), respectively, Company Warrants shall be deemed at all times after the Company Amalgamation Effective Time of Section 3.1(e) and Section 3.1(f), respectively, to represent only the right to receive upon such surrender the Holdco Share Consideration New SPAC Class A Common Shares or the Company 2013 Warrant Consideration (as applicable) to which the such holder is entitled to receive in lieu of such certificate as contemplated in this Section 5.1, less any amounts withheld pursuant to Section 5.1(g). 5.2. 5.4 Any such certificate formerly representing Norbord Company Shares or Qualifying Holdco Shares Company Warrants that is not duly surrendered deposited, together with all other documents required hereunder, on or before the sixth last Business Day before the third anniversary of the Effective Date shall cease to represent a Closing Date, and any right or claim by or interest of any kind or nature, including the right of a former holder Company Shareholder or Company Warrantholder to receive certificates (or where applicable, confirmation of Norbord book-entry only entries) representing New SPAC Class A Common Shares or Qualifying Holdco Shares of any kind or nature against or in Norbord or West Fraser. On such date, all Consideration or Holdco Share the Company 2013 Warrant Consideration to which such former holder was is entitled shall be deemed to have been surrendered and forfeited to West Fraser or Norbord, as applicable. (d) Any payment made by way of cheque by the Depositary pursuant to the Plan of Arrangement that has not been deposited or has been returned to the Depositary or that otherwise remains unclaimedArrangement, in each case, on or before the sixth anniversary of the Effective Time, and any right or claim to payment hereunder that remains outstanding on the sixth anniversary of the Effective Time shall cease to represent a right or claim of any kind or nature and the right of any Shareholder to receive the Consideration for Norbord Shares or of any Qualifying Holdco Shareholder to receive the Holdco Share Consideration pursuant to this Plan of Arrangement shall terminate and be deemed to be surrendered and forfeited to West Fraser New SPAC for no consideration and in respect of such forfeited New SPAC Class A Common Shares, such New SPAC Class A Common Shares shall be cancelled. 5.5 No Company Shareholder or NorbordCompany Warrantholder shall be entitled to receive any consideration with respect to the Company Shares or the Company Warrants other than the consideration to which such holder is entitled to receive under the Arrangement and, for greater certainty, no such holder will be entitled to receive any interest, dividend, premium or other payment in connection therewith. 5.6 All dividends payable with respect to any New SPAC Class A Common Shares allotted and issued pursuant to this Plan of Arrangement for which a certificate has not been issued shall be paid or delivered to the Exchange Agent to be held by the Exchange Agent in trust for the registered holder thereof. The Exchange Agent shall pay and deliver to any such registered holder, as applicablesoon as reasonably practicable after application therefor is made by the registered holder to the Exchange Agent in such form as the Exchange Agent may reasonably require, such dividends and any interest thereon to which such holder is entitled, net of applicable withholding and other taxes. (e) 5.7 In no event shall any Person be entitled to a fractional New SPAC Class A Common Share. Where the event aggregate number of New SPAC Class A Common Shares to be issued to a Person pursuant to the Plan of Arrangement would result in a fraction of a New SPAC Class A Common Share being issuable, the number of New SPAC Class A Common Shares to be received by such Person shall be rounded up or down to the nearest whole New SPAC Class A Common Share, with a fraction of 0.5 rounded up. No cash settlements shall be made with respect to fractional shares eliminated by rounding. Cash payments to the Company 2013 Warrantholders will be rounded up to the nearest nearest cent. 5.8 If any certificate which immediately prior to the Company Amalgamation Effective Time represented one or more outstanding Norbord Company Shares or Company Warrants that were transferred pursuant to Section 3.1(f) this Plan of Arrangement shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such certificate to be lost, stolen or destroyed, the Depositary Exchange Agent will issue pay and deliver, in exchange for such lost, stolen or destroyed certificate, the New SPAC Class A Common Shares or Company 2013 Warrant Consideration deliverable in accordance with which such holder’s Letter of Transmittalholder is entitled to receive pursuant to Section 5.2, less any amounts required to be withheld pursuant to Section 6.2. When authorizing such payment and delivery in exchange for any lost, stolen or destroyed certificate, the Person to whom such cash the payment is to be delivered shall made shall, as a condition precedent to the delivery of such cashthereof, give a bond satisfactory to West Fraser New SPAC and the Depositary (acting reasonably) Exchange Agent in such sum as West Fraser New SPAC may direct, or otherwise indemnify West Fraser New SPAC and Norbord the Exchange Agent in a manner satisfactory to West Fraser New SPAC and Norbord, acting reasonablythe Exchange Agent, against any claim that may be made against West Fraser and Norbord New SPAC or the Exchange Agent with respect to the certificate alleged to have been lost, stolen or destroyed. (f) On 5.9 Following the Effective DateClosing Time, Norbord New SPAC shall deliver, or shall cause prepare a register of the holders of options to be delivered, to each holder of Incentive Securities, as reflected on the register maintained by or on behalf of Norbord in respect of such Incentive Securities, a cheque representing the cash payment, if any, which such holder of Incentive Securities has the right to receive under this Plan of Arrangement for such Incentive Security, less any amounts withheld acquire New SPAC Class A Common Shares issued pursuant to Section 5.1(h3.2(h)(xii) hereof. (g) West Fraserand 3.2(h)(xiii). Such register shall contain the name and address of each holder, Norbord the number of New SPAC Class A Common Shares which are subject to the option, the per share exercise price and the Depositary shall be entitled to deduct and withhold from any amount payable or deliverable to any Person under the Plan expiry date of Arrangement and from all dividends or other distributions or other consideration or payments otherwise payable or deliverable to any former securityholders of Norbord, such amounts as West Fraser, Norbord or the Depositary, as applicable, determines are required to be deducted and withheld with respect to such payment or delivery under the Tax Act or any provision of any other Law in respect of Taxes, or to meet any related remittance requirement (collectively, a “Withholding Obligation”). To the extent that amounts are so withheld, deducted and remitted, such amounts shall be treated for all purposes hereof as having been paid to the Person in respect of which such withholding was madeoption. (h) Any exchange or transfer of Norbord Shares and Qualifying Holdco Shares pursuant to this Plan of Arrangement shall be free and clear of any Liens or other claims of third parties of any kind.

Certificates and Payments. (a) Following receipt of the Final Order and prior to the Effective Time, West Fraser shall deliver or arrange to be delivered to the Depositary the Consideration. (b) Upon surrender to the Depositary for cancellation of a certificate which immediately prior to the Effective Time represented outstanding Qualifying Holdco Shares or Norbord Shares that were transferred pursuant to Section 3.1(e) or 3.1(f), together with a duly completed and executed Letter of Transmittal and such additional documents and instruments as the Depositary may reasonably require, the Qualifying Holdco Shareholder or the Shareholder represented by such surrendered certificate shall be entitled to receive in exchange therefor, and the Depositary shall deliver to such Qualifying Holdco Shareholder or Shareholder, the Holdco Share Consideration or the Consideration, as applicable, which such Shareholder has the right to receive under the Arrangement for such Qualifying Holdco Shares or Norbord Shares, less any amounts withheld pursuant to Section 5.1(g), and any certificate so surrendered shall forthwith be cancelled. (c) Until surrendered as contemplated by this Section 5.1, each certificate that immediately prior to the Effective Time represented Qualifying Holdco Shares or Norbord Shares that were transferred pursuant to Section 3.1(e) and Section 3.1(f), respectively, shall be deemed after the Effective Time of Section 3.1(e) and Section 3.1(f), respectively, to represent only the right to receive upon such surrender the Holdco Share Consideration or the Consideration (as applicable) to which the holder is entitled to receive in lieu of such certificate as contemplated in this Section 5.1, less any amounts withheld pursuant to Section 5.1(g). Any such certificate formerly representing Norbord Shares or Qualifying Holdco Shares not duly surrendered on or before the sixth anniversary of the Effective Date shall cease to represent a claim by or interest of any former holder of Norbord Shares or Qualifying Holdco Shares of any kind or nature against or in Norbord or West Fraser. On such date, all Consideration or Holdco Share Consideration to which such former holder was entitled shall be deemed to have been surrendered and forfeited to West Fraser or Norbord, as applicable. (d) Any payment made by way of cheque by the Depositary pursuant to the Plan of Arrangement that has not been deposited or has been returned to the Depositary or that otherwise remains unclaimed, in each case, on or before the sixth anniversary of the Effective Time, and any right or claim to payment hereunder that remains outstanding on the sixth anniversary of the Effective Time shall cease to represent a right or claim of any kind or nature and the right of any Shareholder to receive the Consideration for Norbord Shares or of any Qualifying Holdco Shareholder to receive the Holdco Share Consideration pursuant to this Plan of Arrangement shall terminate and be deemed to be surrendered and forfeited to West Fraser or Norbord, as applicable. (e) In the event any certificate which immediately prior to the Effective Time represented one or more outstanding Norbord Shares that were transferred pursuant to Section 3.1(f) shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such certificate to be lost, stolen or destroyed, the Depositary will issue in exchange for such lost, stolen or destroyed certificate, the Consideration deliverable in accordance with such holder’s Letter of Transmittal. When authorizing such payment in exchange for any lost, stolen or destroyed certificate, the Person to whom such cash Consideration is to be delivered shall as a condition precedent to the delivery of such cashConsideration, give a bond satisfactory to West Fraser and the Depositary (acting reasonably) in such sum as West Fraser may direct, or otherwise indemnify West Fraser and Norbord in a manner satisfactory to West Fraser and Norbord, acting reasonably, against any claim that may be made against West Fraser and Norbord with respect to the certificate alleged to have been lost, stolen or destroyed. (f) On the Effective Date, Norbord shall deliver, or shall cause to be delivered, to each holder of Incentive Securities, as reflected on the register maintained by or on behalf of Norbord in respect of such Incentive Securities, a cheque representing the cash payment, if any, which such holder of Incentive Securities has the right to receive under this Plan of Arrangement for such Incentive Security, less any amounts withheld pursuant to Section 5.1(h) hereof. (g) West Fraser, Norbord and the Depositary shall be entitled to deduct and withhold from any amount payable or deliverable to any Person under the Plan of Arrangement and from all dividends or other distributions or other consideration or payments otherwise payable or deliverable to any former securityholders of Norbord, such amounts as West Fraser, Norbord or the Depositary, as applicable, determines are required to be deducted and withheld with respect to such payment or delivery under the Tax Act or any provision of any other Law in respect of Taxes, or to meet any related remittance requirement (collectively, a “Withholding Obligation”). To the extent that amounts are so withheld, deducted and remitted, such amounts shall be treated for all purposes hereof as having been paid to the Person in respect of which such withholding was made. (h) Any exchange or transfer of Norbord Shares and Qualifying Holdco Shares pursuant to this Plan of Arrangement shall be free and clear of any Liens or other claims of third parties of any kind.