Common use of Mailings to Shareholders Clause in Contracts

Mailings to Shareholders. With respect to each Devon Meeting and Devon Consent, the Trustee will mail or cause to be mailed (or otherwise communicate in the same manner as Devon utilizes in communications to holders of Devon Common Stock, subject to the Trustee's ability to provide this method of communication and upon being advised in writing of such method) to each of the Holders named in the List on the same day as the initial mailing or notice (or other communication) with respect thereto is given by Devon to its stockholders: (a) a copy of such notice, together with any proxy or information statement and related materials to be provided to stockholders of Devon; (b) a statement that such Holder is entitled to instruct the Trustee as to the exercise of the Holder Votes with respect to such Devon Meeting or Devon Consent, as the case may be, or, pursuant to Section 4.7 hereof, to attend such Devon Meeting and to exercise personally the Holder Votes thereat; (c) a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to give: (i) a proxy to such Holder or such Holder's designee to exercise personally the Holder Votes; or (ii) a proxy to a designated agent or other representative of the management of Devon to exercise such Holder Votes; (d) a statement that if no such instructions are received from the Holder, the Holder Votes to which such Holder is entitled will not be exercised; (e) a form of direction whereby the Holder may so direct and instruct the Trustee as contemplated herein; and (f) a statement of (i) the time and date by which such instructions must be received by the Trustee in order to be binding upon it, which in the case of a Devon Meeting shall not be earlier than the close of

Mailings to Shareholders. With respect to each Devon Parent Meeting and Devon Parent Consent, the Trustee will mail or cause to be mailed (or otherwise communicate in the same manner as Devon Parent utilizes in communications to holders of Devon Parent Common Stock, subject to the Trustee's ability to provide this method of communication and upon being advised in writing of such method) to each of the Holders named in the List on the same day as the initial mailing or notice (or other communication) with respect thereto is commenced or given by Devon Parent to its stockholders: (a) a copy of such notice, together with any proxy or information statement and related materials to be provided to stockholders of DevonParent; (b) a statement that such Holder is entitled to instruct the Trustee as to the exercise of the Holder Votes with respect to such Devon Parent Meeting or Devon Parent Consent, as the case may be, or, pursuant to Section 4.7 4.8 hereof, to attend such Devon Parent Meeting and to exercise personally the Holder Votes thereat; (c) a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to give: (i) a proxy to such Holder or such Holder's his designee to exercise personally the Holder Votes; or (ii) a proxy to a designated agent or other representative of the management of Devon Parent to exercise such Holder Votes; (d) a statement that if no such instructions are received from the Holder, the Holder Votes to which such Holder is entitled will not be exercised; (e) a form of direction whereby the Holder may so direct and instruct the Trustee as contemplated herein; and (f) a statement of (i) the time and date by which such instructions must be received by the Trustee in order to be binding upon it, which in the case of a Devon Parent Meeting shall not be earlier than the close ofof business on the second Business Day prior to such meeting, and the method for revoking or amending such instructions. The materials referred to above are to be provided by Parent to the Trustee, but shall be subject to review and comment by the Trustee. For the purpose of determining Holder Votes to which a Holder is entitled in respect of any such Parent Meeting or Parent Consent, the number of Exchangeable Shares owned of record by the Holder shall be determined at the close of business on the record date established by Parent or by applicable law for purposes of determining stockholders entitled to vote at such Parent Meeting or to give written consent in connection with

Mailings to Shareholders. With respect to each Devon Source Meeting and Devon Source Consent, the Trustee will mail or cause to be mailed (or otherwise communicate in the same manner as Devon Source utilizes in communications to holders of Devon Source Common Stock, subject to the Trustee's ability to provide this method of communication and upon being advised in writing of such methodShares) to each of the Holders Beneficiaries named in the List referred to in section 4.6 on the same day as the initial mailing or notice (or other communication) with respect thereto is given by Devon Source to its stockholdersshareholders: (a) a copy of such notice, together with any proxy or information statement and related materials to be provided to stockholders shareholders of DevonSource; (b) a statement that such Holder Beneficiary is entitled to instruct the Trustee as to the exercise of the Holder Beneficiary Votes with respect to such Devon Source Meeting or Devon Source Consent, as the case may be, or, pursuant to Section 4.7 hereofsection 4.7, to attend such Devon Source Meeting and to exercise personally the Holder Beneficiary Votes thereat; (c) a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to give: (i) a proxy to such Holder Beneficiary or such Holder's his designee to exercise personally the Holder Beneficiary Votes; or (ii) a proxy to a designated agent or other representative of the management of Devon Source to exercise such Holder Beneficiary Votes; (d) a statement that if no such instructions are received from the HolderBeneficiary, the Holder Beneficiary Votes to which such Holder Beneficiary is entitled will not be exercised; (e) a form of direction whereby the Holder Beneficiary may so direct and instruct the Trustee as contemplated herein; and (f) a statement of (i) the time and date by which such instructions must be received by the Trustee in order to be binding upon it, which in the case of a Devon Source Meeting shall not be earlier than the close ofof business on the second Business Day prior to such meeting, and of the method for revoking or amending such instructions. For the purpose of determining Beneficiary Votes to which a Beneficiary is entitled in respect of any such Source Meeting or Source Consent, the number of Exchangeable Shares owned of record by the Beneficiary shall be determined at the close of business on the record date established by Source or by applicable law for purposes of determining shareholders entitled to vote at such Source Meeting or to give written consent in connection with such Source Consent. Source will notify the Trustee of any decision of the Board of Directors of Source with respect to the calling of any such Source Meeting or the seeking of any such Source Consent and shall provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this section 4.3. 4.4

Mailings to Shareholders. With respect to each Devon Parent Meeting and Devon Parent Consent, the Trustee will mail or cause to be mailed (or otherwise communicate in the same manner as Devon the Parent utilizes in communications to holders of Devon Parent Common StockShares, subject to the Trustee's Trustee being advised in writing of such method and its ability to provide this method of communication and upon being advised in writing of such methodcommunication) to each of the Holders Beneficiaries named in the List (as hereinafter defined) on the same day as the initial mailing or notice (or other communication) with respect thereto is given by Devon the Parent to its stockholdersshareholders: (a) a copy of such notice, together with any proxy or information statement and related materials to be provided to stockholders shareholders of Devonthe Parent; (b) a statement that such Holder Beneficiary is entitled entitled, subject to the provisions of section 4.7, to instruct the Trustee as to the exercise of the Holder Beneficiary Votes with respect to such Devon Parent Meeting or Devon Parent Consent, as the case may be, or, pursuant and subject to Section 4.7 hereofsection 4.7, to attend such Devon Parent Meeting and to exercise personally the Holder Beneficiary Votes thereat; (c) a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to give: (i) a proxy to such Holder Beneficiary or such Holder's his designee to exercise personally the Holder such Beneficiary's Beneficiary Votes; or (ii) a proxy to a designated agent or other representative of the management of Devon the Parent to exercise such Holder Beneficiary's Beneficiary Votes; (d) a statement that if no such instructions are received from the HolderBeneficiary, the Holder Beneficiary Votes to which such Holder Beneficiary is entitled will not be exercised; (e) a form of direction whereby the Holder Beneficiary may so direct and instruct the Trustee as contemplated herein; and (f) a statement of (i) the time and date by which such instructions must be received by the Trustee in order to be binding upon it, which in the case of a Devon Parent Meeting shall not be earlier than the close ofof business on the second Business Day prior to such meeting, and of the method for revoking or amending such instructions. The materials referred to above are to be provided by Parent to the Trustee, but shall be subject to review and comment by the Trustee. For the purpose of determining the Beneficiary Votes to which a Beneficiary is entitled in respect of any such Parent Meeting or Parent Consent, the number of Exchangeable Shares owned of record by the Beneficiary shall be determined at the close of business on the record date established by the Parent or by applicable law for purposes of determining shareholders entitled to vote at such Parent Meeting or to give written consent in connection with such Parent Consent. The Parent will notify the Trustee in writing of any decision of the Board of Directors of the Parent with respect to the calling of any such Parent Meeting or the seeking of any such Parent Consent and shall provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this section 4.3. 7

Mailings to Shareholders. With respect to each Devon Parent Meeting and Devon Parent Consent, the Trustee will Escrow Agent shall mail or cause to be mailed (or otherwise communicate in the same manner as Devon Parent utilizes in communications to holders of Devon Parent Common Stock, subject to the Trustee's ability to provide this method of communication and upon being advised in writing of such methodShares) to each of the Holders Company Equity Participants named in the List on the same day as the initial mailing or of notice (or other communication) with respect thereto is given by Devon Parent or any third party to its stockholders: (a) a copy of such notice, together with any proxy or information statement and related materials to be provided to stockholders of Devon; (b) Parent, a statement that such Holder Company Equity Participant is entitled to instruct the Trustee Escrow Agent as to the exercise of the Holder Votes Company Equity Participant's votes with respect to such Devon Parent Meeting or Devon Parent Consent, as the case may be, or, pursuant to Section section 4.7 hereof, to attend such Devon Parent Meeting and to exercise personally the Holder Votes Company Equity Participant's votes thereat; (c) a statement as to the manner in which such instructions may be given to the TrusteeEscrow Agent, including an express indication that instructions may be given to the Trustee Escrow Agent to give: (i) a proxy to such Holder Company Equity Participant or such Holder's his designee to exercise personally the Holder VotesCompany Equity Participant's votes; or (ii) a proxy to a designated agent or other representative of the management of Devon Parent to exercise such Holder VotesCompany Equity Participant's votes; (d) a statement that if no such instructions are received from the HolderCompany Equity Participant, the Holder Votes Company Equity Participant votes to which such Holder Company Equity Participant is entitled will not be exercised; (e) a form of direction whereby the Holder Company Equity Participant may so direct and instruct the Trustee Escrow Agent as contemplated herein; and (f) a statement of (i) the time and date by which such instructions must be received by the Trustee Escrow Agent in order to be binding upon it, which in the case of a Devon Parent Meeting shall not be earlier later than the close ofof business on the second Business Day prior to such meeting, and (ii) the method for revoking or amending such instructions. The statements referred to in section 4.3 (a)-(f) shall be prepared by Parent. Parent shall provide a copy to the Escrow Agent for the Escrow Agent's review at least 3 Business Days before the mailing of the materials referred to in this Section 4.3. For the purpose of determining the votes to which a Company Equity Participant is entitled in respect of any such Parent Meeting or Parent Consent, the number of Indemnity Shares owned of record by the Escrow Agent on behalf of such Company Equity Participant shall be determined at the close of business on the record date established by Parent or by applicable law for purposes of determining stockholders entitled to vote at such Parent Meeting or to give written consent in connection with such Parent Consent. Parent shall notify the Escrow Agent of any decision of the board of directors of Parent with respect to the calling of any such Parent Meeting or the seeking by Parent of any such Parent Consent and shall provide all necessary information and materials to the Escrow Agent in each case promptly and in any event in sufficient time to enable the Escrow Agent to perform its obligations contemplated by this section 4.3.