Common use of Effective Date Transactions Clause in Contracts

Effective Date Transactions. Commencing immediately following the Effective Time, the following events or transactions shall occur, and be deemed to have occurred and be taken and effected, in the following order, without any further act or formality required on the part of any Person, except as may be expressly provided herein, in each case, unless stated otherwise, effective as at five minute intervals starting at the Effective Time: (a) notwithstanding the terms of the Warrants or any agreements or other arrangements relating to the Warrants, each Warrant outstanding immediately prior to the Effective Time shall be assigned and transferred from the holder thereof to the Corporation in consideration for (i) a cash payment by or on behalf of the Corporation equal to (A) the number of Common Shares into which such Warrant is then exercisable multiplied by (B) the amount by, if any, by which the Cash Consideration exceeds the exercise price per Common Share of such Warrant and (ii) one CVR (to be delivered by or on behalf of the Corporation) with respect to each Common Share into which such Warrant is then exercisable, in each case subject to applicable Tax withholdings and other source deductions, and such Warrant shall be cancelled immediately after its transfer to the Corporation; (b) notwithstanding the Stock Option Plans, Inducement Grant award agreements or any agreements or other arrangements relating to the Options, each Option with an exercise price per Common Share that is less than the Cash Consideration and outstanding immediately prior to the Effective Time (whether vested or unvested) shall be assigned, transferred and surrendered by the holder thereof to the Corporation in consideration for (i) a cash payment by or on behalf of the Corporation equal to (A) the number of Common Shares into which such Option is then exercisable multiplied by (B) the amount, if any, by which the Cash Consideration exceeds the exercise price per Common Share of such Option and (ii) one CVR (to be delivered by or on behalf of the Corporation) with respect to each Common Share into which such Option is then exercisable, in each case subject to applicable Tax withholdings and other source deductions, and such Option shall be cancelled immediately after its transfer to the Corporation; (c) notwithstanding the Stock Option Plans, Inducement Grant award agreements or any agreements or other arrangements relating to the Options, each Option with an exercise price per Common Share that is greater than or equal to the Cash Consideration and less than the Cash Consideration plus the Milestone Payment (an Underwater Option) outstanding immediately prior to the Effective Time (whether vested or unvested) shall be surrendered by the holder thereof to the Corporation in consideration for one CVR (to be delivered by or on behalf of the Corporation) with respect to each Common Share then subject to such Underwater Option, in each case subject to applicable Tax withholdings and other source deductions, and such Option shall be cancelled immediately after its transfer to the Corporation; provided that, each CVR issued to a holder in respect of an Underwater Option shall only entitle such holder to an amount in cash equal to the amount by which the Cash Consideration plus the Milestone Payment exceeds the exercise price per Share of such Underwater Option, if payable and as otherwise determined in accordance with the CVR Agreement; (d) notwithstanding the Stock Option Plans, Inducement Grant award agreements or any agreements or other arrangements relating to the Options or any other provision of this Plan of Agreement or the Arrangement Agreement, each Option with an exercise price per Common Share that is greater than or equal to the Cash Consideration plus the Milestone Payment shall be canceled at the Effective Time without any consideration payable therefor; (e) notwithstanding the Stock Option Plans or any agreements or other arrangements relating to the Restricted Stock Units, each Restricted Stock Unit held by a Canadian Incentive Holder and outstanding immediately prior to the Effective Time (whether vested or unvested) shall be assigned, transferred and surrendered by the holder thereof to the Corporation in consideration for one Common Share for each Common Share underlying such Restricted Stock Unit, subject to applicable Tax withholdings and other source deductions, and such Restricted Stock Unit shall be cancelled immediately after its transfer to the Corporation; (f) notwithstanding the Stock Option Plans or any agreements or other arrangements relating to the Restricted Stock Units, each Restricted Stock Unit held by a Non-Canadian Incentive Holder and outstanding immediately prior to the Effective Time (whether vested or unvested) shall be surrendered by the holder thereof to the Corporation in consideration for (i) a cash payment by or on behalf of the Corporation equal to the (A) the number of Common Shares underlying such Restricted Stock Unit multiplied by the Cash Consideration and (ii) one CVR (to be delivered by or on behalf of the Corporation) in respect of each Common Share underlying such Restricted Stock Unit, in each case subject to applicable Tax withholdings and other source deductions, and such Restricted Stock Unit shall be cancelled immediately after its transfer to the Corporation; (i) each Incentive Holder shall cease to be a holder of any Options or Restricted Stock Units and each Warrant Holder shall cease to be a holder of any Warrants, (ii) such Incentive Holder’s or Warrant Holder’s name shall be removed from each applicable register, (iii) the Stock Option Plans or Inducement Grant award agreements, the Warrants and all agreements and other arrangements relating to the Options, Restricted Stock Units and Warrants shall be terminated and shall be of no further force and effect and (iv) such holder shall thereafter have only the right to receive the consideration to which it is entitled pursuant to Section 3.1(a), Section 3.1(b), Section 3.1(c), Section 3.1(e) or Section 3.1(f), as the case may be, at the time specified in Section 3.1(a), Section 3.1(b), Section 3.1(c), Section 3.1(e) and Section 3.1(f); (h) each Share held by a Dissenting Shareholder in respect of which Dissent Rights have been validly exercised shall be deemed to have been assigned and transferred without any further act or formality to the Purchaser (free and clear of all Liens) in consideration for a debt claim against the Purchaser for the amount determined under Article 5 hereof, and: (i) such Dissenting Shareholders shall cease to be the holders of such Shares and to have any rights as holders of such Shares, other than the right to be paid fair value for such Shares, as set out in Article 5 of this Plan of Arrangement; (ii) such Dissenting Shareholders’ names shall be removed as the holders of such Shares from the registers of Shares maintained by or on behalf of the Corporation; and (iii) the Purchaser shall be deemed to be the transferee of such Shares, free and clear of all Liens, and shall be entered in the registers of the Shares maintained by or on behalf of the Corporation; and (i) each Share (including Shares issued pursuant to Section 3.1(e)), other than Shares held by a Dissenting Shareholder who has validly exercised such holder’s Dissent Right, shall, without any further action by or on behalf of a holder of Shares, be deemed to be assigned and transferred by the holder thereof to the Purchaser (free and clear of all Liens) in exchange for the Consideration for each Share held, and: (i) the holders of such Shares shall cease to be the holders thereof and to have any rights as holders of such Shares other than the right to be paid the Consideration in accordance with this Plan of Arrangement; (ii) such holders’ names shall be removed from the registers of the Shares maintained by or on behalf of the Corporation; and (iii) the Purchaser shall be deemed to be the transferee of such Shares (free and clear of all Liens) and shall be entered in the registers of the Shares maintained by or on behalf of the Corporation.

Effective Date Transactions. Commencing immediately following the Effective Time, the The following events or transactions shall will occur, and or be deemed to have occurred and be taken and effected, commencing at the Effective Time and in the following orderorder in five minute intervals thereafter (or at such other times or intervals or in such other order as Banro and the Requisite Consenting Parties may agree), without any further act or formality required on the part of any Person, except as may be expressly provided herein, . All payments shall be in each casecash or cash equivalents, unless stated otherwise, effective as at five minute intervals starting at the Effective Timeotherwise specified: (a) notwithstanding The Shareholder Rights Plan and any rights issued or issuable pursuant thereto will be terminated and cancelled and be void and of no further force or effect and, for greater certainty, the redemption price contemplated therein shall, immediately prior to such termination and cancellation, be amended to be $0.00; (b) The Affected Options will be terminated and cancelled for no consideration; (c) RFW shall purchase and be deemed to have purchased the Cash Tendered Notes from the Cash Electing Holders for the aggregate Cash Amounts payable to such Cash Electing Holders, and such Cash Amounts shall be paid to the Cash Electing Holders from the Cash Tender Pool held in escrow by the Depositary, and the Depositary shall be deemed instructed to pay the Cash Amount payable to each Cash Electing Holder in accordance with the instructions provided by such Cash Electing Holder in its Cash Election Form; provided that, in no event shall RFW purchase, or be deemed to have purchased, more that $50 million in principal amount of Cash Tendered Notes pursuant to the provisions of this Section 4.3(c); (d) Banro shall pay all unpaid interest (accrued to and including the Effective Date) on the Existing Notes to the Noteholders as of the Effective Time (including, for greater certainty, RFW in respect of the Tendered Notes purchased by it in accordance with Section 4.3(c) of this Plan of Arrangement); (e) The Existing Notes, including for greater certainty the Cash Tendered Notes purchased by RFW in accordance with Section 4.3(c) of this Plan of Arrangement, shall be exchanged with Banro for (i) New Senior Secured Notes in the same principal amount, and (ii) 575.11449 Common Shares per $1,000 principal amount of the New Senior Secured Notes; (f) On the issuance of the Common Shares in Section 4.3(e), above, Banro shall add one dollar ($1.00) in the aggregate to the stated capital account it maintains for the Common Shares; (g) Each holder of a Series A Preference Share shall transfer such share to Banro in exchange for its Series A Pro Rata Share of the Mezzanine Instrument Common Shares; (h) In accordance with the terms of the Warrants or any agreements or other arrangements relating Exchangeable Preferred Shares Exchange Agreement, each of Gramercy and RFW shall transfer its Exchangeable Preferred Shares to Banro in exchange for its Exchangeable Preferred Pro Rata Share of the Mezzanine Instrument Common Shares; (i) In accordance with the terms of the Term Loan Exchange Agreement, Namoya shall pay all unpaid interest (accrued to and including the Effective Date) on the Term Loan to the Warrantslenders thereunder; (j) In accordance with the terms of the Term Loan Exchange Agreement, Gramercy and RFW shall transfer their respective interests in the Term Loan to Banro in exchange for (i) New Senior Secured Notes in the same aggregate principal amount, and (ii) 575.11449 Common Shares per $1000 principal amount of the New Senior Secured Notes; (k) In accordance with the terms of the Barbados Preferred Purchase and Sale Agreement, each Warrant outstanding of Gramercy and RFW shall purchase, and be deemed to have purchased, [Redacted] Barbados Preferred Shares from [Redacted]; (l) In accordance with the terms of the Gold Linked Exchange Agreement, BGB shall make the Transferred Barbados Preferred Dividend Payment; (m) In accordance with the terms of the Gold Linked Exchange Agreement, (i) [Redacted] shall transfer its BlackRock Barbados Preferred Shares and its Series B Preference Shares to Banro in exchange for its BlackRock Barbados Pro Rata Share of the Mezzanine Instrument Common Shares, and (ii) each of RFW and Gramercy shall transfer its Transferred Barbados Preferred Shares to Banro in exchange for its Transferred Barbados Pro Rata Share of the Mezzanine Instrument Common Shares; (n) Each Noteholder, each Series A Holder, each Series B Holder, and each holder of Term Loan Claims shall and shall be deemed to irrevocably and finally exchange its Existing Notes, Series A Preference Shares, Series B Preference Shares and/or Term Loan Claims, as the case may be, for the foregoing consideration which shall and shall be deemed to be received in full and final settlement of any Claim whatsoever; (o) The obligations of Banro with respect to (i) the Existing Notes, (ii) the Series A Preference Shares, and (iii) the Series B Preference Shares shall, and shall be deemed to, have been irrevocably and finally extinguished and (A) each Noteholder shall have no further right, title or interest in or to the Existing Notes or its Noteholder Claim, and (B) each holder of Series A Preference Shares and Series B Preference Shares (other than Banro) shall have no further right, title or interest in or to the Series A Preference Shares or Series B Preference Shares, as the case may be; (p) The Existing Notes, the Series A Preference Shares and the Series B Preference Shares will not entitle any holders (other than Banro) to any compensation or participation other than as expressly provided for in this Plan of Arrangement and shall be cancelled and will thereupon be null and void, and the obligations of the Company thereunder or in any way related thereto shall be satisfied and discharged; (q) Banro shall pay to each Initial Consenting Party its Transaction Structure Consideration as additional consideration for the Affected Instruments held by them immediately prior to the Effective Time which are exchanged or affected hereby and the Dore Loan Amendment, as applicable; (r) Banro shall pay the reasonable fees and expenses of the Advisors and any amounts owing to Equity Financial Trust Company, as trustee, under the Existing Notes Indenture; (s) The board of directors of Banro immediately prior to the Effective Time shall be assigned deemed to have resigned and transferred from the holder thereof to the Corporation in consideration for (i) a cash payment by or on behalf of the Corporation equal to (A) the number of Common Shares into which such Warrant is then exercisable multiplied by (B) the amount by, if any, by which the Cash Consideration exceeds the exercise price per Common Share of such Warrant and (ii) one CVR (to be delivered by or on behalf of the Corporation) with respect to each Common Share into which such Warrant is then exercisable, in each case subject to applicable Tax withholdings and other source deductions, and such Warrant shall be cancelled immediately after its transfer to the Corporation; (b) notwithstanding the Stock Option Plans, Inducement Grant award agreements or any agreements or other arrangements relating to the Options, each Option with an exercise price per Common Share that is less than the Cash Consideration and outstanding immediately prior to the Effective Time (whether vested or unvested) shall be assigned, transferred and surrendered by the holder thereof to the Corporation in consideration for (i) a cash payment by or on behalf of the Corporation equal to (A) the number of Common Shares into which such Option is then exercisable multiplied by (B) the amount, if any, by which the Cash Consideration exceeds the exercise price per Common Share of such Option and (ii) one CVR (to be delivered by or on behalf of the Corporation) with respect to each Common Share into which such Option is then exercisable, in each case subject to applicable Tax withholdings and other source deductions, and such Option shall be cancelled immediately after its transfer to the Corporation; (c) notwithstanding the Stock Option Plans, Inducement Grant award agreements or any agreements or other arrangements relating to the Options, each Option with an exercise price per Common Share that is greater than or equal to the Cash Consideration and less than the Cash Consideration plus the Milestone Payment (an Underwater Option) outstanding immediately prior to the Effective Time (whether vested or unvested) shall be surrendered by the holder thereof to the Corporation in consideration for one CVR (to be delivered by or on behalf of the Corporation) with respect to each Common Share then subject to such Underwater Option, in each case subject to applicable Tax withholdings and other source deductions, and such Option shall be cancelled immediately after its transfer to the Corporation; provided that, each CVR issued to a holder in respect of an Underwater Option shall only entitle such holder to an amount in cash equal to the amount by which the Cash Consideration plus the Milestone Payment exceeds the exercise price per Share of such Underwater Option, if payable and as otherwise determined in accordance with the CVR Agreement; (d) notwithstanding the Stock Option Plans, Inducement Grant award agreements or any agreements or other arrangements relating to the Options or any other provision of this Plan of Agreement or the Arrangement Agreement, each Option with an exercise price per Common Share that is greater than or equal to the Cash Consideration plus the Milestone Payment shall be canceled at the Effective Time without any consideration payable therefor; (e) notwithstanding the Stock Option Plans or any agreements or other arrangements relating to the Restricted Stock Units, each Restricted Stock Unit held by a Canadian Incentive Holder and outstanding immediately prior to the Effective Time (whether vested or unvested) shall be assigned, transferred and surrendered by the holder thereof to the Corporation in consideration for one Common Share for each Common Share underlying such Restricted Stock Unit, subject to applicable Tax withholdings and other source deductions, and such Restricted Stock Unit shall be cancelled immediately after its transfer to the Corporation; (f) notwithstanding the Stock Option Plans or any agreements or other arrangements relating to the Restricted Stock Units, each Restricted Stock Unit held by a Non-Canadian Incentive Holder and outstanding immediately prior to the Effective Time (whether vested or unvested) shall be surrendered by the holder thereof to the Corporation in consideration for (i) a cash payment by or on behalf of the Corporation equal to the (A) the number of Common Shares underlying such Restricted Stock Unit multiplied by the Cash Consideration and (ii) one CVR (to be delivered by or on behalf of the Corporation) in respect of each Common Share underlying such Restricted Stock Unit, in each case subject to applicable Tax withholdings and other source deductions, and such Restricted Stock Unit shall be cancelled immediately after its transfer to the Corporation; (i) each Incentive Holder shall cease to be a holder of any Options or Restricted Stock Units and each Warrant Holder shall cease to be a holder of any Warrants, (ii) such Incentive Holder’s or Warrant Holder’s name shall be removed from each applicable register, (iii) the Stock Option Plans or Inducement Grant award agreements, the Warrants and all agreements and other arrangements relating to the Options, Restricted Stock Units and Warrants shall be terminated and shall be of no further force and effect and (iv) such holder shall thereafter have only the right to receive the consideration to which it is entitled pursuant to Section 3.1(a), Section 3.1(b), Section 3.1(c), Section 3.1(e) or Section 3.1(f), as the case may be, at the time specified in Section 3.1(a), Section 3.1(b), Section 3.1(c), Section 3.1(e) and Section 3.1(f); (h) each Share held by a Dissenting Shareholder in respect of which Dissent Rights have been validly exercised New Board shall be deemed to have been assigned and transferred without any further act or formality appointed; (t) The releases referred to the Purchaser (free and clear of all Liens) in consideration for a debt claim against the Purchaser for the amount determined under Article 5 hereof, and: (i) such Dissenting Shareholders shall cease to be the holders of such Shares and to have any rights as holders of such Shares, other than the right to be paid fair value for such Shares, as set out in Article 5 of this Plan of Arrangement; (ii) such Dissenting Shareholders’ names 6 shall be removed as the holders of such Shares from the registers of Shares maintained by or on behalf of the Corporation; and (iii) the Purchaser shall be deemed to be the transferee of such Shares, free and clear of all Liens, become effective and shall be entered in binding on the registers Persons referred to therein; (u) Arrangeco shall be wound up and dissolved pursuant to Section 211 of the Shares maintained by or on behalf CBCA; (v) Banro shall issue to the Trustee the Assumption Notice in accordance with the terms of the CorporationNew Senior Secured Notes Indenture; (w) In accordance with the Assignment and Assumption Agreement and the New Senior Secured Notes Indenture, BGB shall assume Banro’s obligations under the New Senior Secured Notes Indenture; and (ix) each Share (including Shares issued pursuant to Section 3.1(e)), other than Shares held by a Dissenting Shareholder who has validly exercised such holder’s Dissent Right, shall, without any further action by or on behalf of a holder of Shares, be deemed to be assigned The Amended and transferred by the holder thereof to the Purchaser (free and clear of all Liens) in exchange for the Consideration for each Share held, and: (i) the holders of such Shares Restated Collateral Trust Agreement shall cease to be the holders thereof and to have any rights as holders of such Shares other than the right to be paid the Consideration in accordance with this Plan of Arrangement; (ii) such holders’ names shall be removed from the registers of the Shares maintained by or on behalf of the Corporation; and (iii) the Purchaser shall be deemed to be the transferee of such Shares (free and clear of all Liens) become effective and shall be entered in binding on the registers parties thereto and all holders of the Shares maintained by or on behalf of the Corporationsecured liens described therein.

Effective Date Transactions. Commencing immediately following at the Effective Time, the following events or transactions shall will occur, and or be deemed to have occurred and be taken and effected, in the following order, in an uninterrupted sequence, in five minute increments (unless otherwise indicated) and at the times set out in this Section 4.3 (or in such other manner or order or at such other time or times as the Petitioners and the Requisite Consenting Parties may agree, each acting reasonably), without any further act or formality required on the part of any Person, except as may be expressly provided herein, in each case, unless stated otherwise, effective as at five minute intervals starting at the Effective Time: (a) notwithstanding the terms of the Warrants or any agreements or other arrangements relating to the Warrants, each Warrant outstanding immediately prior to the Effective Time All Affected Equity shall be assigned cancelled and transferred from the holder thereof to the Corporation in consideration extinguished for no consideration. (b) The following shall occur concurrently (unless otherwise indicated): (i) a cash payment by or the aggregate outstanding principal amount of each Secured Lender’s Secured Notes and Interim Financing Secured Notes, plus all accrued and unpaid interest on behalf of such principal amount, shall be forgiven, settled and extinguished to the Corporation equal to extent such amount exceeds the aggregate of: (A) the number principal amount of Common Shares into which such Warrant is then exercisable multiplied by the New Secured Notes to be issued to it in accordance with Section 4.3(c)(ii)(A); (B) the principal amount by, if any, by which the Cash Consideration exceeds the exercise price per Common of its Secured Lender Pro Rata Share of 25% of the New Unsecured Notes to be issued to it in accordance with Section 4.3(c)(ii)(B); and (C) the fair market value on the Effective Date of its Secured Lender Pro Rata Share of 50% of the Debt Exchange Common Shares to be issued to it in accordance with Section 4.3(c)(ii)(C) (the remaining principal amount of each Secured Lender’s Secured Notes and Interim Financing Secured Notes following such Warrant forgiveness, settlement and extinguishment being, collectively, the “Remaining Secured Notes”); and (ii) one CVR (to be delivered by or the outstanding principal amount of each Unsecured Debenture Holder’s Unsecured Debentures, plus all accrued and unpaid interest on behalf of the Corporation) with respect to each Common Share into which such Warrant is then exercisableprincipal amount, in each case subject to applicable Tax withholdings and other source deductions, and such Warrant shall be cancelled immediately after its transfer forgiven, settled and extinguished to the Corporation; (b) notwithstanding extent such amount exceeds the Stock Option Plans, Inducement Grant award agreements or any agreements or other arrangements relating to the Options, each Option with an exercise price per Common Share that is less than the Cash Consideration and outstanding immediately prior to the Effective Time (whether vested or unvested) shall be assigned, transferred and surrendered by the holder thereof to the Corporation in consideration for (i) a cash payment by or on behalf aggregate of the Corporation equal to (A) the number principal amount of Common Shares into which such Option is then exercisable multiplied by (B) the amount, if any, by which the Cash Consideration exceeds the exercise price per Common its Unsecured Debenture Holder Pro Rata Share of such Option and (ii) one CVR (75% of the New Unsecured Notes to be delivered by or on behalf of the Corporation) with respect to each Common Share into which such Option is then exercisable, in each case subject to applicable Tax withholdings and other source deductions, and such Option shall be cancelled immediately after its transfer to the Corporation; (c) notwithstanding the Stock Option Plans, Inducement Grant award agreements or any agreements or other arrangements relating to the Options, each Option with an exercise price per Common Share that is greater than or equal to the Cash Consideration and less than the Cash Consideration plus the Milestone Payment (an Underwater Option) outstanding immediately prior to the Effective Time (whether vested or unvested) shall be surrendered by the holder thereof to the Corporation in consideration for one CVR (to be delivered by or on behalf of the Corporation) with respect to each Common Share then subject to such Underwater Option, in each case subject to applicable Tax withholdings and other source deductions, and such Option shall be cancelled immediately after its transfer to the Corporation; provided that, each CVR issued to a holder in respect of an Underwater Option shall only entitle such holder it pursuant to an amount in cash equal to the amount by which the Cash Consideration plus the Milestone Payment exceeds the exercise price per Share of such Underwater Option, if payable and as otherwise determined in accordance with the CVR Agreement; (d) notwithstanding the Stock Option Plans, Inducement Grant award agreements or any agreements or other arrangements relating to the Options or any other provision of this Plan of Agreement or the Arrangement Agreement, each Option with an exercise price per Common Share that is greater than or equal to the Cash Consideration plus the Milestone Payment shall be canceled at the Effective Time without any consideration payable therefor; (e) notwithstanding the Stock Option Plans or any agreements or other arrangements relating to the Restricted Stock Units, each Restricted Stock Unit held by a Canadian Incentive Holder and outstanding immediately prior to the Effective Time (whether vested or unvested) shall be assigned, transferred and surrendered by the holder thereof to the Corporation in consideration for one Common Share for each Common Share underlying such Restricted Stock Unit, subject to applicable Tax withholdings and other source deductions, and such Restricted Stock Unit shall be cancelled immediately after its transfer to the Corporation; (f) notwithstanding the Stock Option Plans or any agreements or other arrangements relating to the Restricted Stock Units, each Restricted Stock Unit held by a Non-Canadian Incentive Holder and outstanding immediately prior to the Effective Time (whether vested or unvested) shall be surrendered by the holder thereof to the Corporation in consideration for (i) a cash payment by or on behalf of the Corporation equal to the (A) the number of Common Shares underlying such Restricted Stock Unit multiplied by the Cash Consideration and (ii) one CVR (to be delivered by or on behalf of the Corporation) in respect of each Common Share underlying such Restricted Stock Unit, in each case subject to applicable Tax withholdings and other source deductions, and such Restricted Stock Unit shall be cancelled immediately after its transfer to the Corporation; (i) each Incentive Holder shall cease to be a holder of any Options or Restricted Stock Units and each Warrant Holder shall cease to be a holder of any Warrants, (ii) such Incentive Holder’s or Warrant Holder’s name shall be removed from each applicable register, (iii) the Stock Option Plans or Inducement Grant award agreements, the Warrants and all agreements and other arrangements relating to the Options, Restricted Stock Units and Warrants shall be terminated and shall be of no further force and effect and (iv) such holder shall thereafter have only the right to receive the consideration to which it is entitled pursuant to Section 3.1(a4.3(d)(i), Section 3.1(b), Section 3.1(c), Section 3.1(e) or Section 3.1(f), as the case may be, at the time specified in Section 3.1(a), Section 3.1(b), Section 3.1(c), Section 3.1(e) and Section 3.1(f); (h) each Share held by a Dissenting Shareholder in respect of which Dissent Rights have been validly exercised shall be deemed to have been assigned and transferred without any further act or formality to the Purchaser (free and clear of all Liens) in consideration for a debt claim against the Purchaser for the amount determined under Article 5 hereof, and: (i) such Dissenting Shareholders shall cease to be the holders of such Shares and to have any rights as holders of such Shares, other than the right to be paid fair value for such Shares, as set out in Article 5 of this Plan of Arrangement; (ii) such Dissenting Shareholders’ names shall be removed as the holders of such Shares from the registers of Shares maintained by or on behalf of the Corporation; and (iii) the Purchaser shall be deemed to be the transferee of such Shares, free and clear of all Liens, and shall be entered in the registers of the Shares maintained by or on behalf of the Corporation; and (i) each Share (including Shares issued pursuant to Section 3.1(e)), other than Shares held by a Dissenting Shareholder who has validly exercised such holder’s Dissent Right, shall, without any further action by or on behalf of a holder of Shares, be deemed to be assigned and transferred by the holder thereof to the Purchaser (free and clear of all Liens) in exchange for the Consideration for each Share held, and: (i) the holders of such Shares shall cease to be the holders thereof and to have any rights as holders of such Shares other than the right to be paid the Consideration in accordance with this Plan of Arrangement; (ii) such holders’ names shall be removed from the registers of the Shares maintained by or on behalf of the Corporation; and (iii) the Purchaser shall be deemed to be the transferee of such Shares (free and clear of all Liens) and shall be entered in the registers of the Shares maintained by or on behalf of the Corporation.

Effective Date Transactions. Commencing immediately following at the Arrangement Effective Time on the Effective TimeDate, the following events or transactions shall occur, occur and shall be deemed to have occurred occur at the times and be taken and effected, in the following order, order set out below without any further authorization, act or formality required on the part of any Person, except as may be otherwise expressly provided herein, in each case, unless stated otherwise, effective as at five minute intervals starting at the Effective Time: (a) SPAC shall amalgamate with NewCo (the “SPAC Amalgamation”) to form one corporate entity (“New SPAC”) with the same effect as if they had amalgamated under section 181 of the ABCA, except that the separate legal existence of NewCo shall not cease and NewCo shall survive the SPAC Amalgamation as New SPAC notwithstanding the terms issue by the Registrar of a certificate of amalgamation and the assignment of a new corporate access number to New SPAC (and for the avoidance of doubt, the SPAC Amalgamation is intended to qualify as an amalgamation as defined in subsection 87(1) of the Warrants Tax Act, be governed by subsections 87(1), 87(2), 87(4) and 87(5) of the Tax Act, as applicable, and qualify as a “reorganization” within the meaning of Section 368(a)(1)(F) of the Code), and upon the SPAC Amalgamation becoming effective: (i) without limiting the generality of the foregoing, NewCo shall survive the SPAC Amalgamation as New SPAC; (ii) the properties, rights and interests of NewCo shall continue to be the properties, rights and interests of New SPAC provided that the SPAC Amalgamation shall not constitute an assignment by operation of law, a transfer or any agreements other disposition of the properties, rights or interests of NewCo to New SPAC; (iii) the separate legal existence of SPAC shall cease without SPAC being liquidated or wound up, and the property, rights and interests of SPAC shall become the property, rights and interests of New SPAC provided that the SPAC Amalgamation shall not constitute an assignment by operation of law, a transfer or any other arrangements relating disposition of the properties, rights or interests of SPAC to New SPAC; (iv) New SPAC shall continue to be liable for the obligations of each of SPAC and NewCo; (v) any existing cause of action, claim or liability to prosecution is unaffected by the SPAC Amalgamation; (vi) a civil, criminal or administrative action or proceeding pending by or against either NewCo or SPAC prior to the WarrantsSPAC Amalgamation may be continued to be prosecuted by or against New SPAC; (vii) a conviction against, or a ruling, order or judgment in favour of or against, either NewCo or SPAC may be enforced by or against New SPAC; (viii) the name of New SPAC shall be Hammerhead Energy Inc.; (ix) the registered office of New SPAC shall be the registered office of SPAC; (x) the articles of amalgamation of New SPAC shall be the New SPAC Articles and the certificate of amalgamation of New SPAC is deemed to be the certificate of incorporation of New SPAC; (xi) the by-laws of New SPAC shall be the bylaws of NewCo; (xii) the size of the board of directors of New SPAC shall be nine directors, and the directors of SPAC shall be the current directors of New SPAC, to hold office until the next annual meeting of the shareholders of New SPAC or until their successors are elected or appointed; (xiii) each SPAC Class A Common Share outstanding immediately prior to the SPAC Amalgamation shall be exchanged for one fully paid and non-assessable Class A common share in the authorized share capital of New SPAC (a “New SPAC Class A Common Share”), the holders of the SPAC Class A Common Shares so exchanged shall be added as registered holders of New SPAC Class A Common Shares on the securities register of New SPAC, and each SPAC Class A Common Share so exchanged shall be, and shall be deemed to be, cancelled without any repayment of capital; (xiv) each SPAC Class B Common Share outstanding immediately prior to the SPAC Amalgamation shall be exchanged for one fully paid and non-assessable Class B common share in the authorized share capital of New SPAC (a “New SPAC Class B Common Share”), the holders of the SPAC Class B Common Shares so exchanged shall be added as registered holders of New SPAC Class B Common Shares on the securities register of New SPAC, and each SPAC Class B Common Share so exchanged shall be, and shall be deemed to be, cancelled without any repayment of capital; (xv) each NewCo Common Share outstanding immediately prior to the SPAC Amalgamation shall be exchanged for one New SPAC Class A Common Share, the holders of the NewCo Common Shares so exchanged shall be added as registered holders of New SPAC Class A Common Shares on the securities register of New SPAC, and each NewCo Common Share so exchanged shall be, and shall be deemed to be, cancelled without any repayment of capital; (xvi) there shall be added to the stated capital of the New SPAC Class A Common Shares, in respect of the New SPAC Class A Common Shares issued by New SPAC to the former holders of SPAC Class A Common Shares and NewCo Common Shares, an amount equal to the aggregate paid-up capital (for the purposes of the Tax Act) of the SPAC Class A Common Shares and NewCo Common Shares immediately prior to such exchange; (xvii) there shall be added to the stated capital of the New SPAC Class B Common Shares, in respect of the New SPAC Class B Common Shares issued by New SPAC to the former holders of SPAC Class B Common Shares, an amount equal to the aggregate paid-up capital (for the purposes of the Tax Act) of the SPAC Class B Common Shares immediately prior to such exchange; (xviii) each SPAC Warrant outstanding immediately prior to the Effective Time SPAC Amalgamation shall be assigned exchanged for one warrant to acquire one New SPAC Class A Common Share (a “New SPAC Warrant”), and transferred from each SPAC Warrant so exchanged shall be, and shall be deemed to be, cancelled. Each New SPAC Warrant shall continue to be governed by the holder thereof to the Corporation in consideration for (i) a cash payment by or on behalf terms of the Corporation equal to (A) the number of Common Shares into which such SPAC Warrant is then exercisable multiplied by (B) the amount byAgreement, if any, by which the Cash Consideration exceeds any restriction on the exercise price per Common Share of any SPAC Warrant so replaced shall continue in full force and effect and the term, exercisability, vesting schedule and other provisions that applied to such SPAC Warrant shall otherwise remain unchanged as a result of the replacement of such Warrant and (ii) one CVR (to be delivered by or on behalf of the Corporation) with respect to each Common Share into which such Warrant is then exercisable, in each case subject to applicable Tax withholdings and other source deductions, and such Warrant shall be cancelled immediately after its transfer to the Corporation;SPAC Warrant; and (bxix) notwithstanding the Stock Option Plans, Inducement Grant award agreements or any agreements or other arrangements relating to the Options, each Option with an exercise price per Common Share that is less than the Cash Consideration and SPAC Unit outstanding immediately prior to the Effective Time (whether vested or unvested) SPAC Amalgamation shall be assignedexchanged for one unit of New SPAC representing one New SPAC Class A Common Share and one-half of one New SPAC Warrant (a “New SPAC Unit”), transferred and surrendered by each SPAC Unit so exchanged shall be, and shall be deemed to be, cancelled. (b) no certificates will be issued to represent the holder thereof to the Corporation in consideration for (i) a cash payment by or on behalf of the Corporation equal to (A) the number of New SPAC Class A Common Shares, New SPAC Class B Common Shares into which such Option is then exercisable multiplied by (B) or New SPAC Warrants and the amountcertificates formerly representing the SPAC Class A Common Shares, if anySPAC Class B Common Shares, by which NewCo Common Shares and SPAC Warrants shall, following the Cash Consideration exceeds Arrangement Effective Time, be deemed to represent the exercise price per New SPAC Class A Common Share of such Option Shares, New SPAC Class B Common Shares and (ii) one CVR (to be delivered by or on behalf of the Corporation) with respect to each Common Share into which such Option is then exercisableNew SPAC Warrants, in each case subject to applicable Tax withholdings and other source deductions, and such Option shall be cancelled immediately after its transfer to the Corporation;respectively; and (c) notwithstanding the Stock Option Plans, Inducement Grant award agreements or any agreements or other arrangements relating New SPAC Class A Common Share issued to the Options, each Option with an exercise price per Company in exchange for its NewCo Common Share that is greater than or equal pursuant to the Cash Consideration and less than the Cash Consideration plus the Milestone Payment (an Underwater Option) outstanding immediately prior to the Effective Time (whether vested or unvested) SPAC Amalgamation shall be surrendered purchased by the holder thereof to the Corporation New SPAC in consideration for one CVR (to be delivered the payment by or on behalf of the Corporation) with respect to each Common Share then subject to such Underwater Option, in each case subject to applicable Tax withholdings and other source deductions, and such Option shall be cancelled immediately after its transfer New SPAC to the Corporation; provided thatCompany of $10.00, each CVR issued to a holder in respect of an Underwater Option shall only entitle such holder to an amount in cash equal to the amount by which the Cash Consideration plus the Milestone Payment exceeds the exercise price per Share of such Underwater Option, if payable and as otherwise determined in accordance with the CVR Agreement; (d) notwithstanding the Stock Option Plans, Inducement Grant award agreements or any agreements or other arrangements relating to the Options or any other provision of this Plan of Agreement or the Arrangement Agreement, each Option with an exercise price per Common Share that is greater than or equal to the Cash Consideration plus the Milestone Payment shall be canceled at the Effective Time without any consideration payable therefor; (e) notwithstanding the Stock Option Plans or any agreements or other arrangements relating to the Restricted Stock Units, each Restricted Stock Unit held by a Canadian Incentive Holder and outstanding immediately prior to the Effective Time (whether vested or unvested) shall be assigned, transferred and surrendered by the holder thereof to the Corporation in consideration for one Common Share for each Common Share underlying such Restricted Stock Unit, subject to applicable Tax withholdings and other source deductions, and such Restricted Stock Unit shall be cancelled immediately after its transfer to the Corporation; (f) notwithstanding the Stock Option Plans or any agreements or other arrangements relating to the Restricted Stock Units, each Restricted Stock Unit held by a Non-Canadian Incentive Holder and outstanding immediately prior to the Effective Time (whether vested or unvested) shall be surrendered by the holder thereof to the Corporation in consideration for (i) a cash payment by or on behalf of the Corporation equal to the (A) the number of Common Shares underlying such Restricted Stock Unit multiplied by the Cash Consideration and (ii) one CVR (to be delivered by or on behalf of the Corporation) in respect of each Common Share underlying such Restricted Stock Unit, in each case subject to applicable Tax withholdings and other source deductions, and such Restricted Stock Unit shall be cancelled immediately after its transfer to the Corporation; (i) each Incentive Holder shall cease to be a holder of any Options or Restricted Stock Units and each Warrant Holder shall cease to be a holder of any Warrants, (ii) such Incentive Holder’s or Warrant Holder’s name Company shall be removed from each applicable register, (iii) as a registered holder of New SPAC Class A Common Shares on the Stock Option Plans or Inducement Grant award agreements, securities register of New SPAC and the Warrants and all agreements and other arrangements relating to the Options, Restricted Stock Units and Warrants New SPAC Class A Common Share so purchased shall be terminated and shall be of no further force and effect and (iv) such holder shall thereafter have only the right to receive the consideration to which it is entitled pursuant to Section 3.1(a), Section 3.1(b), Section 3.1(c), Section 3.1(e) or Section 3.1(f), as the case may be, at the time specified in Section 3.1(a), Section 3.1(b), Section 3.1(c), Section 3.1(e) and Section 3.1(f); (h) each Share held by a Dissenting Shareholder in respect of which Dissent Rights have been validly exercised shall be deemed to have been assigned and transferred without any further act or formality to the Purchaser (free and clear of all Liens) in consideration for a debt claim against the Purchaser for the amount determined under Article 5 hereofbe, and: (i) such Dissenting Shareholders shall cease to be the holders of such Shares and to have any rights as holders of such Shares, other than the right to be paid fair value for such Shares, as set out in Article 5 of this Plan of Arrangement; (ii) such Dissenting Shareholders’ names shall be removed as the holders of such Shares from the registers of Shares maintained by or on behalf of the Corporation; and (iii) the Purchaser shall be deemed to be the transferee of such Shares, free and clear of all Liens, and shall be entered in the registers of the Shares maintained by or on behalf of the Corporation; and (i) each Share (including Shares issued pursuant to Section 3.1(e)), other than Shares held by a Dissenting Shareholder who has validly exercised such holder’s Dissent Right, shall, without any further action by or on behalf of a holder of Shares, be deemed to be assigned and transferred by the holder thereof to the Purchaser (free and clear of all Liens) in exchange for the Consideration for each Share held, and: (i) the holders of such Shares shall cease to be the holders thereof and to have any rights as holders of such Shares other than the right to be paid the Consideration in accordance with this Plan of Arrangement; (ii) such holders’ names shall be removed from the registers of the Shares maintained by or on behalf of the Corporation; and (iii) the Purchaser shall be deemed to be the transferee of such Shares (free and clear of all Liens) and shall be entered in the registers of the Shares maintained by or on behalf of the Corporationcancelled.

Effective Date Transactions. Commencing immediately following at the Effective Time, the following events or transactions shall occur, and be deemed to have occurred and be taken and effected, in the following order, without any further act or formality required on the part of any Person, except as may be expressly provided herein, in each case, unless stated otherwise, effective as at five minute intervals starting at the Effective Time: (a) notwithstanding the terms of the Warrants or any agreements or other arrangements relating to the Warrants, each Warrant outstanding immediately prior to the Effective Time shall be assigned and transferred from the holder thereof to the Corporation in consideration for (i) a cash payment by or on behalf of the Corporation equal to (A) the number of Common Shares into which such Warrant is then exercisable multiplied by (B) the amount by, if any, by which the Cash Consideration exceeds the exercise price per Common Share of such Warrant and (ii) one CVR (to be delivered by or on behalf of the Corporation) with respect to each Common Share into which such Warrant is then exercisable, in each case subject to applicable Tax withholdings and other source deductions, and such Warrant shall be cancelled immediately after its transfer to the Corporation; (b) notwithstanding the Stock Option Plans, Inducement Grant award agreements or any agreements or other arrangements relating to the Options, each Option with an exercise price per Common Share that is less than the Cash Consideration and outstanding immediately prior to the Effective Time (whether vested or unvested) shall be assigned, transferred and surrendered by the holder thereof to the Corporation in consideration for (i) a cash payment by or on behalf of the Corporation equal to (A) the number of Common Shares into which such Option is then exercisable multiplied by (B) the amount, if any, by which the Cash Consideration exceeds the exercise price per Common Share of such Option and (ii) one CVR (to be delivered by or on behalf of the Corporation) with respect to each Common Share into which such Option is then exercisable, in each case subject to applicable Tax withholdings and other source deductions, and such Option shall be cancelled immediately after its transfer to the Corporation; (c) notwithstanding the Stock Option Plans, Inducement Grant award agreements or any agreements or other arrangements relating to the Options, each Option with an exercise price per Common Share that is greater than or equal to the Cash Consideration and less than the Cash Consideration plus the Milestone Payment (an Underwater Option) outstanding immediately prior to the Effective Time (whether vested or unvested) shall be surrendered by the holder thereof to the Corporation in consideration for one CVR (to be delivered by or on behalf of the Corporation) with respect to each Common Share then subject to such Underwater Option, in each case subject to applicable Tax withholdings and other source deductions, and such Option shall be cancelled immediately after its transfer to the Corporation; provided that, each CVR issued to a holder in respect of an Underwater Option shall only entitle such holder to an amount in cash equal to the amount by which the Cash Consideration plus the Milestone Payment exceeds the exercise price per Share of such Underwater Option, if payable and as otherwise determined in accordance with the CVR Agreement; (d) notwithstanding the Stock Option Plans, Inducement Grant award agreements or any agreements or other arrangements relating to the Options or any other provision of this Plan of Agreement or the Arrangement Agreement, each Option with an exercise price per Common Share that is greater than or equal to the Cash Consideration plus the Milestone Payment shall be canceled at the Effective Time without any consideration payable therefor; (e) notwithstanding the Stock Option Plans or any agreements or other arrangements relating to the Restricted Stock Units, each Restricted Stock Unit held by a Canadian Incentive Holder and outstanding immediately prior to the Effective Time (whether vested or unvested) shall be assigned, transferred and surrendered by the holder thereof to the Corporation in consideration for one Common Share for each Common Share underlying such Restricted Stock Unit, subject to applicable Tax withholdings and other source deductions, and such Restricted Stock Unit shall be cancelled immediately after its transfer to the Corporation; (f) notwithstanding the Stock Option Plans or any agreements or other arrangements relating to the Restricted Stock Units, each Restricted Stock Unit held by a Non-Canadian Incentive Holder and outstanding immediately prior to the Effective Time (whether vested or unvested) shall be surrendered by the holder thereof to the Corporation in consideration for (i) a cash payment by or on behalf of the Corporation equal to the (A) the number of Common Shares underlying such Restricted Stock Unit multiplied by the Cash Consideration and (ii) one CVR (to be delivered by or on behalf of the Corporation) in respect of each Common Share underlying such Restricted Stock Unit, in each case subject to applicable Tax withholdings and other source deductions, and such Restricted Stock Unit shall be cancelled immediately after its transfer to the Corporation; (i) each Incentive Holder shall cease to be a holder of any Options or Restricted Stock Units and each Warrant Holder shall cease to be a holder of any Warrants, (ii) such Incentive Holder’s or Warrant Holder’s name shall be removed from each applicable register, (iii) the Stock Option Plans or Inducement Grant award agreements, the Warrants and all agreements and other arrangements relating to the Options, Restricted Stock Units and Warrants shall be terminated and shall be of no further force and effect and (iv) such holder shall thereafter have only the right to receive the consideration to which it is entitled pursuant to Section 3.1(a), Section 3.1(b), Section 3.1(c), Section 3.1(e) or Section 3.1(f), as the case may be, at the time specified in Section 3.1(a), Section 3.1(b), Section 3.1(c), Section 3.1(e) and Section 3.1(f); (h) each Share held by a Dissenting Shareholder in respect of which Dissent Rights have been validly exercised shall be deemed to have been assigned and transferred without any further act or formality to the Purchaser (free and clear of all Liens) in consideration for a debt claim against the Purchaser for the amount determined under Article 5 hereof, and: (i) such Dissenting Shareholders shall cease to be the holders of such Shares and to have any rights as holders of such Shares, other than the right to be paid fair value for such Shares, as set out in Article 5 of this Plan of Arrangement; (ii) such Dissenting Shareholders’ names shall be removed as the holders of such Shares from the registers of Shares maintained by or on behalf of the Corporation; and (iii) the Purchaser shall be deemed to be the transferee of such Shares, free and clear of all Liens, and shall be entered in the registers of the Shares maintained by or on behalf of the Corporation; ; (b) each Warrant held by (b) a Dissenting Warrant Holder in respect of which Dissent Rights have been validly exercised shall be deemed to have been assigned and transferred without any further act or formality to the Purchaser (free and clear of all Liens) in consideration for a debt claim against the Purchaser for the amount determined under Article 5 hereof, and : (i) such Dissenting Warrant Holders shall cease to be the holders of such Warrants and to have any rights as holders of such Warrants, other than the right to be paid fair value for such Warrants, as set out in Article 5 of this Plan of Arrangement; (ii) such Dissenting Warrant Holders’ names shall be removed as the holders of such Warrants from the registers of Warrants maintained by or on behalf of the Corporation; and (iii) the Purchaser shall be deemed to be the transferee of such Warrants, free and clear of all Liens, and shall be entered in the registers of the Warrants maintained by or on behalf of the Corporation; (c) each Share (including Shares issued pursuant outstanding immediately prior to Section 3.1(e))the Effective Time, other than Shares held by the Purchaser and its Subsidiaries or held by a Dissenting Shareholder who has validly exercised such holder’s Dissent Right, shall, without any further action by or on behalf of a holder of Shares, be deemed to be assigned and transferred by the holder thereof to the Purchaser (free and clear of all Liens) in exchange for the applicable Consideration for each Share held, and: (i) the holders of such Shares shall cease to be the holders thereof and to have any rights as holders of such Shares other than the right to be paid the Consideration in accordance with this Plan of Arrangement; (ii) such holders’ names shall be removed from the registers of the Shares maintained by or on behalf of the Corporation; and (iii) the Purchaser shall be deemed to be the transferee of such Shares (free and clear of all Liens) and shall be entered in the registers of the Shares maintained by or on behalf of the Corporation; (d) notwithstanding the terms of the Warrants or any agreements or other arrangements relating to the Warrants, each Warrant outstanding immediately prior to the Effective Time (whether or not exercisable), other than Warrants held by a Dissenting Warrant Holder who has validly exercised such holder’s Dissent Right, shall be assigned and transferred from the holder thereof to the Corporation in consideration for, at the holder’s election: (i) a cash payment by or on behalf of the Corporation equal to the amount by which the Consideration, in respect of each Warrant, exceeds the exercise price per Share of such Warrant, subject to applicable Tax withholdings and other source deductions, or (ii) a cash payment by or on behalf of the Corporation equal to the amount by which the Black Scholes value of a Warrant (as calculated pursuant to the terms and conditions of the certificate governing such Warrant), in respect of each Warrant, exceeds the exercise price per Share of such Warrant, subject to applicable Tax withholdings and other source deductions, and such Warrant shall be cancelled immediately after its transfer to the Corporation and, where such amount is a negative, none of the Corporation, the Purchaser or any other Person shall be obligated to pay any amount in respect of such Warrant; and the former holders of such Warrants shall cease to have any rights as holders of such Warrants other than the right to receive consideration therefor in accordance with this Plan of Arrangement; (e) notwithstanding the Omnibus Incentive Plan, Inducement Plan or Stock Option Plan or any agreements or other arrangements relating to the Options, each Option outstanding immediately prior to the Effective Time (whether vested or unvested) shall be assigned and transferred from the holder thereof to the Corporation in consideration for a cash payment by or on behalf of the Corporation equal to the amount, if any, by which the Consideration per Common Share, in respect of each Option, exceeds the exercise price per Common Share of such Option (or, in respect of Options that have an exercise price per Common Share denominated in Canadian dollars, the US Equivalent of such exercise price), subject to applicable Tax withholdings and other source deductions, and such Option shall be cancelled immediately after its transfer to the Corporation and, where such amount is a negative, none of the Corporation, the Purchaser or any other Person shall be obligated to pay any amount in respect of such Option; (f) all outstanding DSUs shall ordinarily vest in accordance with the terms of the Omnibus Incentive Plan and shall require settlement as all of the DSU Holders shall cease to serve in their capacity as a director of the Corporation and each DSU outstanding immediately prior to the Effective Time (whether vested or unvested) shall be settled and extinguished in consideration for a cash payment by or on behalf of the Corporation equal to the Consideration, calculated with respect to the number of Common Shares to which a DSU Holder may be entitled, subject to applicable Tax withholdings and other source deductions, and such DSU shall be cancelled and cease to exist without any further act or formality; and (i) each holder of one or more Options, Warrants or DSUs shall cease to be a holder of such Options, Warrants or DSUs, (ii) such holder’s name shall be removed from each applicable register, (iii) the Omnibus Incentive Plan, Inducement Plan, or Stock Option Plan, Warrants and all agreements and other arrangements relating to the Options, Warrants, and DSUs shall be terminated and shall be of no further force and effect, and (iv) such holder shall thereafter have only the right to receive the consideration to which it is entitled pursuant to Section 3.2(d), Section 3.2(e) or Section 3.2(f), as the case may be, at the time and in the manner specified in Section 4.1(b).