Common use of ISSUANCE OF CERTIFICATES REPRESENTING EXCHANGEABLE SHARES Clause in Contracts

ISSUANCE OF CERTIFICATES REPRESENTING EXCHANGEABLE SHARES. Where a holder has elected in accordance with Article 2 to receive Exchangeable Shares in exchange for such holder’s LIPO Canada Shares, Exchangeco shall, as soon as practicable following the later of the Effective Date and the surrender to LIPO Canada for cancellation of certificates representing such holder’s LIPO Canada Shares, together with such other documents and instruments as would have been required to effect the transfer of the shares formerly represented by such certificates under the BCA and the articles of LIPO Canada and such additional documents and instruments as Exchangeco may reasonably require including all such documents or certificates as Exchangeco may reasonably require to ensure compliance with applicable US securities laws, deliver to such holder a certificate representing that number (rounded down to the nearest whole number) of Exchangeable Shares which such holder has the right to receive (together with any dividends or distributions with respect thereto pursuant to Section 4.3) and the certificate so surrendered shall forthwith be cancelled. In the event of a transfer of ownership of LIPO Canada Shares that are or are deemed to be Exchangeable Elected Shares which is not registered in the transfer records of LIPO Canada, a certificate representing the proper number of Exchangeable Shares may be issued to the transferee if the certificate representing such LIPO Canada Shares is presented to Exchangeco, accompanied by all documents required to evidence and effect such transfer to the transferee. Until surrendered as contemplated by this Section 4.1, each certificate which immediately prior to the Effective Time represented LIPO Canada Shares that are or are deemed to be Exchangeable Elected Shares shall be deemed at all times after the Effective Time to represent only the right to receive upon such surrender (i) the certificate representing Exchangeable Shares as contemplated by this Section 4.1; (ii) the Ancillary Rights; and (iii) any dividends or distributions with a record date after the Effective Time theretofore paid or payable with respect to Exchangeable Shares as contemplated by Section 4.3.

ISSUANCE OF CERTIFICATES REPRESENTING EXCHANGEABLE SHARES. Where At or promptly after the Effective Time, Exchangeco shall deposit with the Depositary, for the benefit of the holders of Westcoast Common Shares who will receive Exchangeable Shares (and the Ancillary Rights) in connection with the Arrangement, certificates representing the Maximum Number of Exchangeable Shares. Upon surrender to the Depositary for transfer to Exchangeco of a certificate which immediately prior to or upon the Effective Time represented Westcoast Common Shares in respect of which the holder has elected in accordance with Article 2 is entitled to receive Exchangeable Shares in exchange for such holder’s LIPO Canada Shares, Exchangeco shall, as soon as practicable following under the later of the Effective Date and the surrender to LIPO Canada for cancellation of certificates representing such holder’s LIPO Canada SharesArrangement, together with a duly completed Letter of Transmittal and Election Form and such other documents and instruments as would have been required to effect the transfer of the shares formerly represented by such certificates certificate under the BCA CBCA and the articles by-laws of LIPO Canada Westcoast and such additional documents and instruments as Exchangeco the Depositary may reasonably require including all require, the holder of such documents or certificates as Exchangeco may reasonably require surrendered certificate shall be entitled to ensure compliance with applicable US securities lawsreceive in exchange therefor, and after the Effective Time the Depositary shall deliver to such holder holder, a certificate representing that number (rounded down to the nearest whole number) of Exchangeable Shares which such holder has the right to receive (together with any unpaid dividends or distributions with respect thereto pursuant declared on the Westcoast Common PLAN OF ARRANGEMENT 92 Shares prior to Section 4.3the Effective Time) and the any certificate so surrendered shall forthwith be cancelledtransferred to Exchangeco. No interest shall be paid or accrued on the cash in lieu of fractional shares, if any, or on unpaid dividends and distributions, if any, payable to holders of certificates that formerly represented Westcoast Common Shares. In the event of a transfer of ownership of LIPO Canada Westcoast Common Shares that are or are deemed to be Exchangeable Elected Shares which is was not registered in the transfer records securities register of LIPO CanadaWestcoast, a certificate representing the proper number of Exchangeable Shares (together with any unpaid dividends or distributions declared on the Westcoast Common Shares prior to the Effective Time) may be issued to the transferee if the certificate representing such LIPO Canada Westcoast Common Shares is presented to Exchangecothe Depositary as provided above, accompanied by all documents required to evidence and effect such transfer and to the transfereeevidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 4.14.2, each certificate which immediately prior to or upon the Effective Time represented LIPO Canada one or more Westcoast Common Shares that are that, under the Arrangement, were exchanged or are were deemed to be exchanged for Exchangeable Elected Shares pursuant to Section 2.2 shall be deemed at all times after the Effective Time Time, but subject to Section 4.5, to represent only the right to receive upon such surrender (i) the a certificate representing that number (rounded down to the nearest whole number) of Exchangeable Shares as contemplated by this Section 4.1; (ii) the Ancillary Rights; and (iii) together with any unpaid dividends or distributions with a record date after declared on the Westcoast Common Shares prior to the Effective Time theretofore paid or payable with respect Time) which such holder has the right to Exchangeable Shares as contemplated by Section 4.3receive.

ISSUANCE OF CERTIFICATES REPRESENTING EXCHANGEABLE SHARES. Where a holder has elected in accordance At or promptly after the Effective Time, ITI shall deposit with Article 2 the Depositary, for the benefit of the holders of ITI Common Shares exchanged pursuant to receive subsection 2.1(c), certificates representing the Exchangeable Shares in exchange exchanged for such holder’s LIPO Canada Shares, Exchangeco shall, as soon as practicable following ITI Common Shares pursuant to subsection 2.1(c). Upon surrender to the later Depositary of a certificate which immediately prior to the Effective Date and the surrender to LIPO Canada for cancellation of certificates representing such holder’s LIPO Canada Shares, Time represented outstanding ITI Common Shares together with such other documents and instruments as would have been required to effect the transfer of the shares formerly represented by such certificates certificate under the BCA CBCA and the articles by-laws of LIPO Canada ITI and such additional documents and instruments as Exchangeco the Depositary may reasonably require including all require, the holder of such documents or certificates as Exchangeco may reasonably require surrendered certificate shall be entitled to ensure compliance with applicable US securities lawsreceive in exchange therefor, and the Depositary shall deliver to such holder holder, a certificate representing that number (rounded down to the nearest whole number) of Exchangeable Shares which such holder has the right to receive (together with any dividends or distributions with respect thereto pursuant to Section 4.2 and any cash in lieu of fractional Exchangeable Shares pursuant to Section 4.3) ), and the certificate so surrendered shall forthwith be cancelled. In the event of a transfer of ownership of LIPO Canada Shares that are or are deemed to be Exchangeable Elected ITI Common Shares which is not registered in the transfer records of LIPO CanadaITI, a certificate representing the proper number of Exchangeable Shares may be issued to the a transferee if the certificate representing such LIPO Canada ITI Common Shares is presented to Exchangecothe Depositary, accompanied by all documents required to evidence and effect such transfer to the transfereetransfer. Until surrendered as contemplated by this Section 4.1, each certificate which immediately prior to the Effective Time represented LIPO Canada Shares that are or are deemed to be Exchangeable Elected Shares outstanding ITI Common Shares, shall be deemed at all times any time after the Effective Time Time, but subject to Section 4.5, to represent only the right to receive upon such surrender (ia) the certificate representing Exchangeable Shares as contemplated by this Section 4.1; , (iib) the Ancillary Rights; a cash payment in lieu of any fractional Exchangeable Shares as contemplated by Section 4.3 and (iiic) any dividends or distributions with a record date after the Effective Time theretofore paid or payable with respect to Exchangeable Shares as contemplated by Section 4.34.2.

ISSUANCE OF CERTIFICATES REPRESENTING EXCHANGEABLE SHARES. Where a holder has elected in accordance At or promptly after the Effective Time, LoJack Exchangeco shall deposit or ensure that there is deposited with Article 2 to the Depositary, for the benefit of the holders of Boomerang Common Shares and of the Holdco Shareholders who will receive Exchangeable Shares in connection with the Arrangement, certificates representing that number of whole Exchangeable Shares to be delivered pursuant to Article 2 upon the exchange for such holder’s LIPO Canada of Boomerang Common Shares or Holdco Shares, Exchangeco shall, as soon as practicable following the later of the Effective Date and the case may be. Upon surrender to LIPO Canada the Depositary for cancellation of certificates representing such holder’s LIPO Canada a certificate which immediately prior to the Effective Time represented Boomerang Common Shares or Holdco Shares, as the case may be, that were exchanged for Exchangeable Shares under the Arrangement, together with such other documents and instruments as would have been required to effect the transfer of the shares formerly represented by such certificates certificate under the BCA CBCA and the articles by-laws of LIPO Canada Boomerang or such Holding Company, as the case may be, and such additional documents and instruments as Exchangeco the Depositary may reasonably require including all require, the holder of such documents or certificates as Exchangeco may reasonably require surrendered certificate shall be entitled to ensure compliance with applicable US securities lawsreceive in exchange therefor, and the Depositary shall deliver to such holder holder, a certificate representing that number (rounded down to the nearest whole number) of Exchangeable Shares which such holder has the right to receive (together with any dividends or distributions with respect thereto pursuant to Section 4.3) section 4.4 and any cash in lieu of fractional Exchangeable Shares pursuant to section 4.5, in each case less any amounts withheld pursuant to section 4.8 hereof), and the certificate so surrendered shall forthwith be cancelled. In the event of a transfer of ownership of LIPO Canada Boomerang Common Shares that are or are deemed to be Exchangeable Elected Shares which is not registered in the transfer records of LIPO CanadaBoomerang, a certificate representing the proper number of Exchangeable Shares may be issued to the transferee if the certificate representing such LIPO Canada Boomerang Common Shares is presented to Exchangecothe Depositary, accompanied by all documents required to evidence and effect such transfer to the transfereetransfer. Until surrendered as contemplated by this Section 4.1section 4.2, each certificate which immediately prior to the Effective Time represented LIPO Canada Boomerang Common Shares or Holdco Shares, as the case may be, that are or are deemed to be were exchanged for Exchangeable Elected Shares shall be deemed at all times after the Effective Time to represent only the right to receive upon such surrender (i) the certificate representing Exchangeable Shares as contemplated by this Section 4.1; section 4.2, (ii) the Ancillary Rights; a cash payment in lieu of any fractional Exchangeable Shares as contemplated by section 4.5 and (iii) any dividends or distributions with a record date after the Effective Time theretofore paid or payable with respect to Exchangeable Shares as contemplated by Section 4.3section 4.4.

ISSUANCE OF CERTIFICATES REPRESENTING EXCHANGEABLE SHARES. Where a holder has elected in accordance At or promptly after the Effective Time, Bowater Canada shall deposit with Article 2 to the Depositary, for the benefit of the holders of Alliance Common Shares who will receive cash and Exchangeable Shares in connection with the Arrangement, sufficient cash and certificates representing the Exchangeable Shares issued pursuant to Section 2.1 upon the exchange for such holder’s LIPO Canada of Alliance Common Shares, Exchangeco shall, as soon as practicable following the later of the Effective Date and the . Upon surrender to LIPO Canada the Depositary for cancellation of certificates representing such holder’s LIPO Canada Sharesa certificate which immediately prior to the Effective Time represented Alliance Common Shares that were exchanged for the cash and Exchangeable Shares under the Arrangement, together with such other documents and instruments as would have been required to effect the transfer of the shares formerly represented by such certificates certificate under the BCA Act and the articles by-laws of LIPO Canada Alliance and such additional documents and instruments as Exchangeco the Depositary may reasonably require including all require, the holder of such documents or certificates as Exchangeco may reasonably require surrendered certificate shall be entitled to ensure compliance with applicable US securities lawsreceive in exchange therefor, and the Depositary shall deliver to such holder, the aggregate cash to which such holder is entitled under the Arrangement and a certificate representing that number (rounded down to the nearest whole number) of Exchangeable Shares which such holder has the right to receive (together with any dividends or distributions with respect thereto pursuant to Section 4.3) 4.3 and any cash in lieu of fractional Exchangeable Shares pursuant to Section 4.4), and the certificate so surrendered shall forthwith be cancelled. In the event of a transfer of ownership of LIPO Canada Alliance Common Shares that are or are deemed to be Exchangeable Elected Shares which is not registered in the transfer records of LIPO CanadaAlliance, the relevant amount of cash may be paid to and a certificate representing the proper number of Exchangeable Shares may be issued to the transferee if the certificate representing such LIPO Canada Alliance Common Shares is presented to Exchangecothe Depositary, accompanied by all documents required to evidence and effect such transfer to the transfereetransfer. Until surrendered as contemplated by this Section 4.1, each certificate which immediately prior to the Effective Time represented LIPO Canada Alliance Common Shares that are or are deemed to be were exchanged for the cash and Exchangeable Elected Shares shall be deemed at all times any time after the Effective Time to represent only the right to receive upon such surrender (i) the cash and the certificate representing Exchangeable Shares as contemplated by this Section 4.1; , (ii) the Ancillary Rights; a cash payment in lieu of any fractional Exchangeable Shares as contemplated by Section 4.4, and (iii) any dividends or distributions with a record date after the Effective Time theretofore paid or payable with respect to Exchangeable Shares as contemplated by Section 4.34.

ISSUANCE OF CERTIFICATES REPRESENTING EXCHANGEABLE SHARES. Where At or promptly after the Effective Time, Exchangeco shall deposit with the Depositary, for the benefit of the holders of Westcoast Common Shares who will receive Exchangeable Shares (and the Ancillary Rights) in connection with the Arrangement, certificates representing the Maximum Number of Exchangeable Shares. Upon surrender to the Depositary for transfer to Exchangeco of a certificate which immediately prior to or upon the Effective Time represented Westcoast Common Shares in respect of which the holder has elected in accordance with Article 2 is entitled to receive Exchangeable Shares in exchange for such holder’s LIPO Canada Shares, Exchangeco shall, as soon as practicable following under the later of the Effective Date and the surrender to LIPO Canada for cancellation of certificates representing such holder’s LIPO Canada SharesArrangement, together with a duly completed Letter of Transmittal and Election Form and such other documents and instruments as would have been required to effect the transfer of the shares formerly represented by such certificates certificate under the BCA CBCA and the articles by-laws of LIPO Canada Westcoast and such additional documents and instruments as Exchangeco the Depositary may reasonably require including all require, the holder of such documents or certificates as Exchangeco may reasonably require surrendered certificate shall be entitled to ensure compliance with applicable US securities lawsreceive in exchange therefor, and after the Effective Time the Depositary shall deliver to such holder holder, a certificate representing that number (rounded down to the nearest whole number) of Exchangeable Shares which such holder has the right to receive (together with any unpaid dividends or distributions with respect thereto pursuant declared on the Westcoast Common Shares prior to Section 4.3the Effective Time) and the any certificate so surrendered shall forthwith be cancelledtransferred to Exchangeco. No interest shall be paid or accrued on the cash in lieu of fractional shares, if any, or on unpaid dividends and distributions, if any, payable to holders of certificates that formerly represented Westcoast Common Shares. In the event of a transfer of ownership of LIPO Canada Westcoast Common Shares that are or are deemed to be Exchangeable Elected Shares which is was not registered in the transfer records securities register of LIPO CanadaWestcoast, a certificate representing the proper number of Exchangeable Shares (together with any unpaid dividends or distributions declared on the Westcoast Common Shares prior to the Effective Time) may be issued to the transferee if the certificate representing such LIPO Canada Westcoast Common Shares is presented to Exchangecothe Depositary as provided above, accompanied by all documents required to evidence and effect such transfer and to the transfereeevidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 4.14.2, each certificate which immediately prior to or upon the Effective Time represented LIPO Canada one or more Westcoast Common Shares that are that, under the Arrangement, were exchanged or are were deemed to be exchanged for Exchangeable Elected Shares pursuant to Section 2.2 shall be deemed at all times after the Effective Time Time, but subject to Section 4.5, to represent only the right to receive upon such surrender (i) the a certificate representing that number (rounded down to the nearest whole number) of Exchangeable Shares as contemplated by this Section 4.1; (ii) the Ancillary Rights; and (iii) together with any unpaid dividends or distributions with a record date after declared on the Westcoast Common Shares prior to the Effective Time theretofore paid or payable with respect Time) which such holder has the right to Exchangeable Shares as contemplated by Section 4.3receive.