Common use of No Fractional Shares Clause in Contracts

No Fractional Shares. (a) No certificates or scrip representing fractional shares of Echo Common Stock shall be issued upon the conversion of SpinCo common stock pursuant to Section 3.1, and such fractional share interests shall not entitle the owner thereof to vote or to any rights of a holder of Echo Common Stock. For purposes of this Section 3.3, all fractional shares to which a single record holder would be entitled shall be aggregated. (b) Fractional shares of Echo Common Stock that would otherwise be allocable to any former holders of SpinCo common stock in the Merger shall be aggregated, and no holder of SpinCo common stock shall receive cash equal to or greater than the value of one full share of Echo Common Stock. The Exchange Agent, if any, and the Distribution Agent shall cause the whole shares obtained from aggregating fractional shares that would otherwise remain across all holders of SpinCo common stock to be sold, in the open market or otherwise as reasonably directed by MCK, and in no case later than 20 business days after the Effective Time. The Exchange Agent, if any, and the Distribution Agent, as the case may be, shall make available the net proceeds thereof, after deducting any required withholding Taxes and brokerage charges, commissions and transfer Taxes, on a pro rata basis, without interest, as soon as practicable to the holders of SpinCo common stock entitled to receive such cash. Payment of cash in lieu of fractional shares of Echo Common Stock shall be made solely for the purpose of avoiding the expense and inconvenience to Echo of issuing fractional shares of Echo Common Stock and shall not represent separately bargained-for consideration. Provided that Echo issues to the relevant agent the number of shares required to be issued by Echo to such agent pursuant to Section 3.3, Echo shall have no liability whatsoever to any holders of SpinCo common stock with respect to cash delivered in lieu of fractional shares. As used herein, the term “Tax” has the meaning set forth in the Tax Matters Agreement (substantially in the form set forth on Exhibit B) to be entered into by and among Echo, MCK and SpinCo prior to the Distribution (the “Tax Matters Agreement”).

No Fractional Shares. (a) No certificates or scrip representing fractional shares of Echo Acquiror Common Stock shall be issued upon the conversion surrender of SpinCo common stock Certificates pursuant to Section 3.1, and such 1.04. Such fractional share interests shall not entitle the owner thereof to vote or to any rights as a security holder of Acquiror. In lieu of any such fractional shares of Acquiror Common Stock, each holder of Outstanding Company Stock entitled to receive shares of Acquiror Common Stock in the Merger, upon surrender of a holder of Echo Certificate for exchange pursuant to Section 1.04, shall be entitled to receive an amount in cash (without interest), rounded to the nearest cent, determined by multiplying the fractional interest in Acquiror Common Stock. For purposes of this Section 3.3, all fractional shares Stock to which a single record such holder would be entitled shall be aggregated. (b) Fractional shares of Echo Common Stock that would otherwise be allocable to any former holders entitled (after taking into account all shares of SpinCo common stock in Company Stock then held of record by such holder) by the Merger shall be aggregated, and no holder closing sale price of SpinCo common stock shall receive cash equal to or greater than the value of one full a share of Echo Acquiror Common Stock. The Exchange Agent, if any, and Stock as reported on the Distribution Agent shall cause NASDAQ or the whole shares obtained from aggregating fractional shares that would otherwise remain across all holders of SpinCo common stock to be sold, in the open market or otherwise as reasonably directed by MCK, and in no case later than 20 business days after the Effective Time. The Exchange Agent, if any, and the Distribution AgentNYSE, as the case may be, on the Closing Date. (b) As soon as practicable after the determination of the amount of cash, if any, to be paid to holders of Company Stock in lieu of any fractional share interests, Acquiror shall make available promptly deposit with the net proceeds thereof, after deducting any Exchange Agent cash in the required withholding Taxes amounts and brokerage charges, commissions and transfer Taxes, on a pro rata basisthe Exchange Agent will mail such amounts, without interest, as soon as practicable to such holders; PROVIDED, HOWEVER, that no such amount will be paid to any holder of Certificates prior to the holders surrender by such holder of SpinCo common stock entitled the Certificates which formerly represented such holder's Company Stock. Any such amounts that remain unclaimed by the former stockholders of the Company after six months following the Effective Time shall be delivered to receive such cash. Payment the Surviving Corporation by the Exchange Agent, upon demand, and any former stockholders of cash the Company who have not then surrendered their Certificates shall thereafter look only to the Surviving Corporation for payment in lieu of any fractional shares of Echo Common Stock shall be made solely for the purpose of avoiding the expense and inconvenience to Echo of issuing fractional shares of Echo Common Stock and shall not represent separately bargained-for consideration. Provided that Echo issues to the relevant agent the number of shares required to be issued by Echo to such agent pursuant to Section 3.3, Echo shall have no liability whatsoever to any holders of SpinCo common stock with respect to cash delivered in lieu of fractional shares. As used herein, the term “Tax” has the meaning set forth in the Tax Matters Agreement (substantially in the form set forth on Exhibit B) to be entered into by and among Echo, MCK and SpinCo prior to the Distribution (the “Tax Matters Agreement”)interests.

No Fractional Shares. (a) No certificates or scrip representing fractional shares or book-entry credit of Echo TopCo Common Stock Shares shall be issued upon the surrender for exchange of Certificates or upon the conversion of SpinCo common stock pursuant shares of Company Common Stock, no dividends or other distributions of TopCo shall relate to Section 3.1, such fractional share interests and such fractional share interests shall not entitle the owner thereof to vote or to any rights of a stockholder of TopCo. Each former holder of Echo Company Common StockStock who otherwise would have been entitled to a fraction of a TopCo Common Share shall receive in lieu thereof cash (rounded to the nearest cent) equal to such fraction as determined below. For purposes As promptly as practicable following the Effective Time, the Exchange Agent shall determine the excess of this Section 3.3(i) the number of full TopCo Common Shares delivered to the Exchange Agent by TopCo for issuance to holders of Certificates over (ii) the aggregate number of full TopCo Common Shares to be distributed to holders of Certificates (such excess being herein referred to as the “Excess Shares”). As promptly as practicable following the Effective Time, the Exchange Agent, as agent for such holders of Certificates, shall sell the Excess Shares at then prevailing prices on the New York Stock Exchange, all fractional shares to which a single record holder would be entitled in the manner provided herein. The sale of the Excess Shares by the Exchange Agent shall be aggregated. (b) Fractional shares executed on the New York Stock Exchange and shall be executed in round lots to the extent practicable. Until the net proceeds of Echo Common Stock that would otherwise be allocable any such sale or sales have been distributed to any former the holders of SpinCo common stock Certificates, the Exchange Agent shall hold such proceeds in trust for such holders. The net proceeds of any such sale or sales of Excess Shares to be distributed to the Merger holders of Certificates shall be aggregatedreduced by any and all commissions, transfer taxes and no holder other out-of-pocket transaction costs, as well as any expenses, of SpinCo common stock shall receive cash equal to the Exchange Agent incurred in connection with such sale or greater than the value of one full share of Echo Common Stocksales. The Exchange AgentAgent shall determine the portion of such net proceeds to which each holder of Certificates shall be entitled, if any, by multiplying the amount of the aggregate net proceeds by a fraction, the numerator of which is the amount of the fractional share interest to which such holder of Certificates is entitled (after taking into account all Certificates then held by such holder) and the Distribution Agent shall cause denominator of which is the whole shares obtained from aggregating aggregate amount of fractional shares that would otherwise remain across share interests to which all holders of SpinCo common stock to be sold, in the open market or otherwise Certificates are entitled. As soon as reasonably directed by MCK, and in no case later than 20 business days practicable after the Effective Time. The Exchange Agentdetermination of the amount of cash, if any, and the Distribution Agent, as the case may be, shall make available the net proceeds thereof, after deducting any required withholding Taxes and brokerage charges, commissions and transfer Taxes, on a pro rata basis, without interest, as soon as practicable to the be paid to holders of SpinCo common stock entitled Certificates with respect to receive any fractional share interests, the Exchange Agent shall promptly pay such cashamounts to such holders subject to and in accordance with this Section 2.02(i). Payment The parties hereto acknowledge that payment of the cash consideration in lieu of issuing fractional shares of Echo Common Stock shall be made solely is not separately bargained-for the purpose consideration but merely represents a mechanical rounding off for purposes of avoiding the expense and inconvenience to Echo of issuing fractional shares of Echo Common Stock and shall not represent separately bargained-for consideration. Provided TopCo that Echo issues to would otherwise be caused by the relevant agent the number of shares required to be issued by Echo to such agent pursuant to Section 3.3, Echo shall have no liability whatsoever to any holders of SpinCo common stock with respect to cash delivered in lieu issuance of fractional shares. As used herein, the term “Tax” has the meaning set forth in the Tax Matters Agreement (substantially in the form set forth on Exhibit B) to be entered into by and among Echo, MCK and SpinCo prior to the Distribution (the “Tax Matters Agreement”).

No Fractional Shares. (a) No certificates or scrip representing Notwithstanding anything herein to the contrary, no fractional shares of Echo AbbVie Common Stock shall be issued upon in connection with the conversion of SpinCo common stock pursuant to Section 3.1Distribution, and any such fractional share interests to which a Record Holder would otherwise be entitled shall not entitle the owner thereof such Record Holder to vote or to any other rights as a stockholder of a holder AbbVie. In lieu of Echo Common Stock. For purposes any such fractional shares, each Record Holder who, but for the provisions of this Section 3.33.03, all fractional shares to which a single record holder would be entitled to receive a fractional share interest of AbbVie Common Stock pursuant to the Distribution, shall be aggregated. (b) Fractional paid cash, without any interest thereon, as hereinafter provided. Abbott shall instruct the Agent to determine the number of whole shares and fractional shares of Echo AbbVie Common Stock that would otherwise be allocable to any former holders of SpinCo common stock in the Merger shall be aggregatedeach Record Holder, and no holder of SpinCo common stock shall receive cash equal to or greater than the value of one full share of Echo Common Stock. The Exchange Agentaggregate all such fractional shares into whole shares, if any, and the Distribution Agent shall cause to sell the whole shares obtained from aggregating fractional shares that would otherwise remain across all holders of SpinCo common stock to be sold, thereby in the open market at the then-prevailing prices on behalf of each Record Holder who otherwise would be entitled to receive fractional share interests and to distribute to each such Record Holder his, her or otherwise its ratable share of the total proceeds of such sale, after making appropriate deductions of the amounts required for U.S. federal income tax withholding purposes and after deducting any applicable transfer Taxes and the costs and expenses of such sale and distribution, including brokers fees and commissions. The sales of fractional shares shall occur as reasonably directed by MCK, and in no case later than 20 business days soon after the Effective Time. The Exchange Agent, if any, and the Distribution Agent, as the case may be, shall make available the net proceeds thereof, after deducting any required withholding Taxes and brokerage charges, commissions and transfer Taxes, on a pro rata basis, without interest, as soon Time as practicable to and as determined by the holders Agent. None of SpinCo common stock entitled to receive such cash. Payment of cash in lieu of Xxxxxx, AbbVie or the Agent shall guarantee any minimum sale price for the fractional shares of Echo Abbott Common Stock Shares. Neither Abbott nor AbbVie shall be made solely for pay any interest on the purpose of avoiding proceeds from the expense and inconvenience to Echo of issuing fractional shares of Echo Common Stock and shall not represent separately bargained-for consideration. Provided that Echo issues to the relevant agent the number of shares required to be issued by Echo to such agent pursuant to Section 3.3, Echo shall have no liability whatsoever to any holders of SpinCo common stock with respect to cash delivered in lieu sale of fractional shares. As used hereinThe Agent shall have the sole discretion to select the broker-dealers through which to sell the aggregated fractional shares and to determine when, how and at what price to sell such shares. Neither the term “Tax” has Agent nor the meaning set forth in broker-dealers through which the Tax Matters Agreement (substantially in the form set forth on Exhibit B) to aggregated fractional shares are sold shall be entered into by and among Echo, MCK and SpinCo prior to the Distribution (the “Tax Matters Agreement”)Affiliates of Abbott or AbbVie.

No Fractional Shares. (ai) No certificates or scrip representing fractional shares of Echo Acquiror Common Stock shall be issued upon the conversion surrender for exchange of SpinCo common stock certificates formerly representing shares of Company Common Stock pursuant to Section 3.1this Article III; no dividend, stock split or other change in the capital structure of Acquiror shall relate to any fractional security; and such fractional share interests shall not entitle the owner thereof to vote or to any rights of a security holder. (ii) As promptly as practicable following the Effective Time, the Exchange Agent will determine the excess of (A) the number of whole shares of Acquiror Common Stock delivered to the Exchange Agent by Acquiror pursuant to Section 3.2(a) over (B) the aggregate number of whole shares of Acquiror Common Stock to be distributed to holders of Company Common Stock pursuant to Section 3.2(c) (such excess being herein called the "Excess Shares"). Following the Effective Time, the Exchange Agent will, on behalf of former stockholders of the Company, sell the Excess Shares at then-prevailing prices on the New York Stock Exchange, Inc. (the "NYSE"), all in the manner provided in Section 3.2(e)(iii). (iii) The sale of the Excess Shares by the Exchange Agent will be executed on the NYSE through one or more member firms of the NYSE and will be executed in round lots to the extent practicable. The Exchange Agent will use reasonable efforts to complete the sale of the Excess Shares as promptly following the Effective Time as, in the Exchange Agent's sole judgment, is practicable consistent with obtaining the best execution of such sales in light of prevailing market conditions. Until the net proceeds of such sale or sales have been distributed to the holders of Company Common Stock, the Exchange Agent will hold such proceeds in trust for the former holders of Company Common Stock (the "Common Shares Trust"). The Surviving Corporation will pay all commissions, transfer taxes and other out-of-pocket transaction costs, including the expenses and compensation of the Exchange Agent incurred in connection with such sale of the Excess Shares. The Exchange Agent will determine the portion of the Common Shares Trust to which each former holder of Echo Company Common StockStock is entitled, if any, by multiplying the amount of the aggregate net proceeds comprising the Common Shares Trust by a fraction, the numerator of which is the amount of the fractional share interest to which such former holder of Company Common Stock is entitled (after taking into account all shares of Company Common Stock held at the Effective Time by such holder) and the denominator of which is the aggregate amount of fractional share interests to which all holders of Company Common Stock are entitled. For purposes of this Section 3.33.2(e), all fractional shares to which a single record of Company Common Stock of any former holder would represented by two or more certificates may be entitled aggregated and in no event shall any holder be aggregatedpaid an amount of cash in respect of more than one share of Acquiror Common Stock. (biv) Fractional shares As soon as practicable after the determination of Echo Common Stock that would otherwise be allocable to any former holders the amount of SpinCo common stock in the Merger shall be aggregated, and no holder of SpinCo common stock shall receive cash equal to or greater than the value of one full share of Echo Common Stock. The Exchange Agentcash, if any, and to be paid to the Distribution Agent shall cause the whole shares obtained from aggregating fractional shares that would otherwise remain across all former holders of SpinCo common stock to be sold, in the open market or otherwise as reasonably directed by MCK, and in no case later than 20 business days after the Effective Time. The Exchange Agent, if any, and the Distribution Agent, as the case may be, shall make available the net proceeds thereof, after deducting any required withholding Taxes and brokerage charges, commissions and transfer Taxes, on a pro rata basis, without interest, as soon as practicable to the holders of SpinCo common stock entitled to receive such cash. Payment of cash in lieu of fractional shares of Echo Company Common Stock shall be made solely for the purpose of avoiding the expense and inconvenience to Echo of issuing fractional shares of Echo Common Stock and shall not represent separately bargained-for consideration. Provided that Echo issues to the relevant agent the number of shares required to be issued by Echo to such agent pursuant to Section 3.3, Echo shall have no liability whatsoever to any holders of SpinCo common stock with respect to cash delivered in lieu of any fractional shares. As used hereinshare interests, the term “Tax” has Exchange Agent will hold such cash amounts for the meaning set forth benefit of, and pay such cash amounts to, such former holders of Company Common Stock subject to and in accordance with the Tax Matters Agreement (substantially in the form set forth on Exhibit B) to be entered into by and among Echo, MCK and SpinCo prior to the Distribution (the “Tax Matters Agreement”terms of Section 3.2(c).

No Fractional Shares. (a) No certificates or scrip representing In no event shall any EMV Shareholder be entitled to a fractional shares Xos Share. Where the aggregate number of Echo Common Stock Xos Shares to be issued to an EMV Shareholder as consideration under the Arrangement would result in a fraction of a Xos Share being issuable, the number of Xos Shares to be received by such EMV Shareholder shall be issued upon rounded down to the conversion nearest whole Xos Share. In lieu of SpinCo common stock pursuant to Section 3.1, and any such fractional share interests shall not entitle the owner thereof Xos Share, each EMV Shareholder otherwise entitled to vote or to any rights of a holder of Echo Common Stock. For purposes of this Section 3.3, all fractional shares to which interest in a single record holder would Xos Share will be entitled shall be aggregatedto receive a cash payment equal to an amount representing such EMV Shareholder’s proportionate interest in the net proceeds from the sale by the Depositary on behalf of all such EMV Shareholders of the Xos Excess Shares. (b) Fractional shares As promptly as practicable following the Effective Time, the Depositary shall determine the excess of Echo Common Stock that would otherwise (i) the number of Xos Shares issued and delivered to the Depositary pursuant to Article 5 representing the Consideration Shares over (ii) the aggregate number of whole Consideration Shares to be allocable issued to any EMV Shareholders pursuant to Section 3.01(c) (such excess the “Xos Excess Shares”). Following the Effective Time, the Depositary shall, on behalf of the former holders EMV Shareholders, sell the Xos Excess Shares at the then prevailing prices on the Nasdaq. The sale of SpinCo common stock in the Merger Xos Excess Shares by the Depositary shall be aggregated, executed on the Nasdaq through one or more member firms of the Nasdaq and no holder of SpinCo common stock shall receive cash equal be executed in round lots to or greater than the value of one full share of Echo Common Stockextent applicable. The Exchange AgentDepositary shall use its commercially reasonable efforts to complete the sale of the Xos Excess Shares as promptly following the Effective Time as is practicable, consistent with obtaining the best execution of such sales in light of prevailing market conditions. Until the net proceeds of such sale or sales have been distributed to former EMV Shareholders, the Depositary shall hold such proceeds in trust for such former EMV Shareholders (the “Xos Share Trust”). The amount of all commissions, transfer taxes and other out-of-pocket transaction costs, including expenses and compensation of the Depositary incurred in connection with such sale of Xos Excess Shares shall be paid by Xos. The Depositary shall determine the portion of the Xos Share Trust to which each former EMV Shareholder is entitled, if any, by multiplying the amount of the aggregate net proceeds composing the Xos Share Trust by a fraction, the numerator of which is the amount of the fractional share interest to which such former EMV Shareholder is entitled (after taking into account all EMV Shares held as of immediately prior to the transfer in Section 3.01(c) by such former EMV Shareholder) and the Distribution Agent shall cause denominator of which is the whole shares obtained from aggregating aggregate amount of fractional shares that would otherwise remain across Xos Shares to which all holders of SpinCo common stock to be sold, in the open market or otherwise former EMV Shareholders are entitled. (c) As soon as reasonably directed by MCK, and in no case later than 20 business days practicable after the Effective Time. The Exchange Agentdetermination of the amount of cash, if any, and to be paid to former EMV Shareholders with respect to any fractional Xos Shares, the Distribution Agent, as the case may be, Depositary shall make available the net proceeds thereof, after deducting any required withholding Taxes and brokerage charges, commissions and transfer Taxes, on a pro rata basis, without interest, as soon as practicable to the holders of SpinCo common stock entitled to receive such cash. Payment of cash in lieu of fractional shares of Echo Common Stock shall be made solely for the purpose of avoiding the expense and inconvenience to Echo of issuing fractional shares of Echo Common Stock and shall not represent separately bargained-for consideration. Provided that Echo issues to the relevant agent the number of shares required to be issued by Echo amounts to such agent pursuant to Section 3.3, Echo shall have no liability whatsoever to any holders of SpinCo common stock with respect to cash delivered in lieu of fractional shares. As used herein, the term “Tax” has the meaning set forth in the Tax Matters Agreement (substantially in the form set forth on Exhibit B) to be entered into by and among Echo, MCK and SpinCo prior to the Distribution (the “Tax Matters Agreement”)former EMV Shareholders.

No Fractional Shares. (ai) No fractional Parent Common Shares shall be issued in connection with the First Merger and no certificates or scrip representing fractional shares of Echo Parent Common Stock Shares shall be issued upon delivered on the conversion of SpinCo common stock shares of Company Common Stock pursuant to Section 3.12.1(a)(i). Each holder of shares of Company Common Stock who would otherwise have been entitled to receive as a result of the First Merger a fraction of a Parent Common Share (after aggregating all shares represented by the Common Certificates and Common Book-Entry Shares delivered by such holder) shall receive, and in lieu of such fractional share interests shall not entitle Parent Common Share, cash (without interest) in an amount (rounded down to the owner thereof nearest cent) representing such holder’s proportionate interest in the net proceeds from the sale by the Exchange Agent, on behalf of all such holders, of the aggregated number of fractional Parent Common Shares that would otherwise have been issuable to vote or to any rights such holders as part of a holder of Echo Common Stock. For purposes of this Section 3.3, all fractional shares to which a single record holder would be entitled shall be aggregatedthe Merger Consideration (the “Fractional Share Cash Amount”). (bii) Fractional shares As soon as practicable after the First Effective Time, the Exchange Agent shall, on behalf of Echo all such holders of fractional Parent Common Stock Shares, effect the sale of all such Parent Common Shares that would otherwise be allocable to any former holders have been issuable as part of SpinCo common stock in the Merger Consideration at the then-prevailing prices on the NYSE through one or more member firms of the NYSE. After the proceeds of such sale have been received, the Exchange Agent shall be aggregated, determine the applicable Fractional Share Cash Amount payable to each applicable holder and no holder of SpinCo common stock shall receive cash equal make such amounts available to or greater than the value of one full share of Echo Common Stocksuch holders in accordance with Section 2.2(b). The Exchange Agent, if any, and the Distribution Agent shall cause the whole shares obtained from aggregating fractional shares that would otherwise remain across all holders of SpinCo common stock to be sold, in the open market or otherwise as reasonably directed by MCK, and in no case later than 20 business days after the Effective Time. The Exchange Agent, if any, and the Distribution Agent, as the case may be, shall make available the net proceeds thereof, after deducting any required withholding Taxes and brokerage charges, commissions and transfer Taxes, on a pro rata basis, without interest, as soon as practicable to the holders of SpinCo common stock entitled to receive such cash. Payment payment of cash in lieu of fractional shares of Echo Parent Common Stock shall be made solely for the purpose of avoiding the expense and inconvenience Shares to Echo of issuing fractional shares of Echo Common Stock and shall such holders is not represent a separately bargained-for consideration. Provided that Echo issues to consideration and solely represents a mechanical rounding-off of the relevant agent the number of shares required to be issued by Echo to such agent pursuant to Section 3.3, Echo shall have no liability whatsoever to any holders of SpinCo common stock with respect to cash delivered in lieu of fractional shares. As used herein, the term “Tax” has the meaning set forth fractions in the Tax Matters Agreement exchange. (substantially iii) No such holder shall be entitled to dividends, voting rights or any other rights in respect of any fractional Parent Common Share that would otherwise have been issuable as part of the form set forth on Exhibit B) to be entered into by and among Echo, MCK and SpinCo prior to the Distribution (the “Tax Matters Agreement”)Merger Consideration.

No Fractional Shares. (a) No certificates Notwithstanding anything herein to the contrary, no certificate or scrip representing fractional shares of Echo Common Stock common stock of the Surviving Corporation shall be issued upon in the conversion Merger, and, to the extent the Merger would otherwise result in any Xxxxxx stockholder as of SpinCo the Xxxxxx Record Date or any holder of Hanover Common Stock immediately before the Effective Time being entitled to receive a fractional share of common stock pursuant to Section 3.1of the Surviving Corporation, and such fractional share interests shall will not entitle the owner thereof any such stockholder to vote or to any rights as a stockholder of a holder the Surviving Corporation. All fractional interests in common stock of Echo Common Stock. For purposes of this Section 3.3, all fractional shares to which a single record holder would be entitled shall be aggregated. (b) Fractional shares of Echo Common Stock the Surviving Corporation that would otherwise be allocable to any former holders issuable as a result of SpinCo common stock in the Merger shall be aggregatedaggregated and, and no if a fractional interest results from such aggregation, the holder of SpinCo common stock otherwise entitled thereto shall receive be entitled to receive, in lieu thereof, an amount in cash equal to or greater than determined by multiplying (i) the value of one full closing sale price per share of Echo Hanover Common Stock. The Exchange AgentStock on the AMEX (or, if anyHanover Common Stock is not then listed on the AMEX, and on Pink OTC Markets’ Pink Quote inter-dealer quotation service, the Distribution Agent shall cause OTC Bulletin Board, or a comparable over-the-counter securities electronic quotation service, as contemplated by Section 7.2(b)) on the whole shares obtained from aggregating fractional shares that would otherwise remain across all holders of SpinCo common stock to be sold, in the open market or otherwise as reasonably directed by MCK, and in no case later than 20 business days after day preceding the Effective Time, if the stock is being traded on such date, appropriately adjusted to take into account any reverse stock split or similar transaction consummated following such date and prior to the Effective Time, or, if the stock is not being traded on such date, the closing sale price per share of common stock of the Surviving Corporation on the AMEX (or, if Hanover Common Stock is not then listed on the AMEX, on Pink OTC Markets’ Pink Quote inter-dealer quotation service, the OTC Bulletin Board, or a comparable over-the-counter securities electronic quotation service, as contemplated by Section 7.2(b)) on the first business day that such stock is traded, by (ii) the fraction of a share of common stock of the Surviving Corporation to which such holder would otherwise have been entitled. The Exchange Agent, if any, and the Distribution Agent, as the case may be, Surviving Corporation shall timely make available the net proceeds thereof, after deducting any required withholding Taxes and brokerage charges, commissions and transfer Taxes, on a pro rata basis, without interest, as soon as practicable to the holders of SpinCo common stock entitled Exchange Agent any cash necessary to receive such cash. Payment of cash make payments in lieu of fractional shares as aforesaid. Alternatively, the Surviving Corporation shall have the option of Echo Common Stock shall be made solely for instructing the purpose Exchange Agent to aggregate all fractional interests in common stock of avoiding the expense Surviving Corporation resulting from the Merger, sell shares representing such aggregate interests in the public market and inconvenience distribute to Echo the Xxxxxx stockholders as of issuing the Xxxxxx Record Date who otherwise would have been entitled to fractional shares a pro rata portion of Echo Common Stock and shall not represent separately bargained-for consideration. Provided that Echo issues to the relevant agent the number proceeds of shares required to be issued by Echo to such agent pursuant to Section 3.3, Echo shall have no liability whatsoever to any holders of SpinCo common stock with respect to cash delivered in lieu of fractional shares. As used herein, the term “Tax” has the meaning set forth in the Tax Matters Agreement (substantially in the form set forth on Exhibit B) to be entered into by and among Echo, MCK and SpinCo prior to the Distribution (the “Tax Matters Agreement”)sale.

No Fractional Shares. (a) No certificates or scrip representing Notwithstanding anything herein to the contrary, no fractional shares of Echo Baxalta Common Stock shall be issued upon in connection with the conversion of SpinCo common stock pursuant to Section 3.1Distribution, and any such fractional share interests to which a Record Holder would otherwise be entitled shall not entitle the owner thereof such Record Holder to vote or to any other rights as a shareholder of a holder Baxalta. In lieu of Echo Common Stock. For purposes any such fractional shares, each Record Holder who, but for the provisions of this Section 3.33.03, all fractional shares to which a single record holder would be entitled to receive a fractional share interest of Baxalta Common Stock pursuant to the Distribution, shall be aggregated. (b) Fractional paid cash, without any interest thereon, as hereinafter provided. Baxter shall instruct the Agent to determine the number of whole shares and fractional shares of Echo Baxalta Common Stock that would otherwise be allocable to any former holders of SpinCo common stock in the Merger shall be aggregatedeach Record Holder, and no holder of SpinCo common stock shall receive cash equal to or greater than the value of one full share of Echo Common Stock. The Exchange Agentaggregate all such fractional shares into whole shares, if any, and the Distribution Agent shall cause to sell the whole shares obtained from aggregating fractional shares that would otherwise remain across all holders of SpinCo common stock to be sold, thereby in the open market at the then-prevailing prices on behalf of each Record Holder who otherwise would be entitled to receive fractional share interests and to distribute to each such Record Holder his, her or otherwise its ratable share of the total proceeds of such sale, after making appropriate deductions of the amounts required for U.S. federal income tax withholding purposes and after deducting any applicable transfer Taxes and the costs and expenses of such sale and distribution, including brokers fees and commissions. The sales of fractional shares shall occur as reasonably directed by MCK, and in no case later than 20 business days soon after the Effective Time. The Exchange Agent, if any, and the Distribution Agent, as the case may be, shall make available the net proceeds thereof, after deducting any required withholding Taxes and brokerage charges, commissions and transfer Taxes, on a pro rata basis, without interest, as soon Time as practicable to as determined by the holders Agent. None of SpinCo common stock entitled to receive Baxter, Baxalta or the Agent shall guarantee any minimum sale price for such cashfractional shares. Payment of cash in lieu of fractional shares of Echo Common Stock Neither Baxter nor Baxalta shall be made solely for pay any interest on the purpose of avoiding proceeds from the expense and inconvenience to Echo of issuing fractional shares of Echo Common Stock and shall not represent separately bargained-for consideration. Provided that Echo issues to the relevant agent the number of shares required to be issued by Echo to such agent pursuant to Section 3.3, Echo shall have no liability whatsoever to any holders of SpinCo common stock with respect to cash delivered in lieu sale of fractional shares. As used hereinThe Agent shall have the sole discretion to select the broker-dealers through which to sell the aggregated fractional shares and to determine when, how and at what price to sell such shares. Neither the term “Tax” has Agent nor the meaning set forth in broker-dealers through which the Tax Matters Agreement (substantially in the form set forth on Exhibit B) to aggregated fractional shares are sold shall be entered into by and among Echo, MCK and SpinCo prior to the Distribution (the “Tax Matters Agreement”)Affiliates of Baxter or Baxalta.

No Fractional Shares. (ai) No certificates or scrip representing fractional shares of Echo Parent Common Stock shall be issued upon the conversion surrender for exchange of SpinCo common stock pursuant Certificates, no dividend or distribution with respect to Section 3.1, Parent Common Stock shall be payable on or with respect to any fractional share and such fractional share interests shall will not entitle the owner thereof to vote or to any rights of a holder stockholder of Echo Parent. (ii) As promptly as practicable following the Effective Time, the Exchange Agent shall determine the excess of (x) the number of full shares of Parent Common Stock delivered to the Exchange Agent by Parent pursuant to Section 2.02(a) over (y) the aggregate number of full shares of Parent Common Stock to be distributed to holders of Company Common Stock pursuant to Section 2.02(b) (such excess being herein called the "Excess Shares"). As soon after the Effective Time as practicable, the Exchange Agent, as agent for such holders of Parent Common Stock. For purposes , shall sell the Excess Shares at then prevailing prices on the New York Stock Exchange, Inc. (the "NYSE"), all in the manner provided in paragraph (iii) of this Section 3.3, all fractional shares to which a single record holder would be entitled shall be aggregated2.02(e). (biii) Fractional shares The sale of Echo the Excess Shares by the Exchange Agent shall be executed on the NYSE through one or more member firms of the NYSE and shall be executed in round lots to the extent practicable. Until the net proceeds of any such sale or sales have been distributed to such holders of Company Common Stock, the Exchange Agent will hold such proceeds in trust for such holders of Company Common Stock that would otherwise be allocable to any former holders as part of SpinCo common stock the Exchange Fund. Parent shall pay all commissions, transfer taxes and other out-of-pocket transaction costs of the Exchange Agent incurred in connection with such sale or sales of Excess Shares. In addition, Parent shall pay the Merger shall be aggregated, Exchange Agent's compensation and no holder of SpinCo common stock shall receive cash equal to expenses in connection with such sale or greater than the value of one full share of Echo Common Stocksales. The Exchange AgentAgent shall determine the portion of such net proceeds to which each holder of Company Common Stock shall be entitled, if any, by multiplying the amount of the aggregate net proceeds by a fraction the numerator of which is the amount of the fractional share interest to which such holder of Company Common Stock is entitled (after taking into account all shares of Company Common Stock then held by such holder) and the Distribution Agent shall cause denominator of which is the whole shares obtained from aggregating aggregate amount of fractional shares that would otherwise remain across share interests to which all holders of SpinCo common stock to be sold, in the open market or otherwise Certificates representing Company Common Stock are entitled. (iv) As soon as reasonably directed by MCK, and in no case later than 20 business days practicable after the Effective Time. The Exchange Agentdetermination of the amount of cash, if any, and the Distribution Agent, as the case may be, shall make available the net proceeds thereof, after deducting any required withholding Taxes and brokerage charges, commissions and transfer Taxes, on a pro rata basis, without interest, as soon as practicable to the be paid to holders of SpinCo common stock entitled to receive such cash. Payment of cash in lieu of fractional shares of Echo Company Common Stock shall be made solely for the purpose of avoiding the expense and inconvenience to Echo of issuing fractional shares of Echo Common Stock and shall not represent separately bargained-for consideration. Provided that Echo issues to the relevant agent the number of shares required to be issued by Echo to such agent pursuant to Section 3.3, Echo shall have no liability whatsoever to any holders of SpinCo common stock with respect to cash delivered in lieu of any fractional shares. As used hereinshare interests, the term “Tax” has Exchange Agent shall promptly pay such amounts to such holders of Company Common Stock subject to and in accordance with the meaning set forth in the Tax Matters Agreement (substantially in the form set forth on Exhibit B) to be entered into by and among Echo, MCK and SpinCo prior to the Distribution (the “Tax Matters Agreement”terms of Section 2.02(c).

No Fractional Shares. (a) No certificates or scrip representing fractional shares of Echo Common Parent Class P Stock shall be issued upon the conversion surrender for exchange of SpinCo common stock Certificates or Book-Entry Units. Notwithstanding any other provision of this Agreement, each holder of Common Units converted into the right to receive the Merger Consideration pursuant to the Merger who would otherwise have been entitled to receive a fraction of a share of Parent Class P Stock (after taking into account all Certificates (or affidavits of loss in lieu thereof pursuant to Section 3.12.2(i)) or Book-Entry Units to be delivered by such holder) shall be entitled to receive, and such fractional share interests shall not entitle from the owner thereof to vote or to any rights of a holder of Echo Common Stock. For purposes Exchange Agent in accordance with the provisions of this Section 3.32.2(h), all a cash payment, without interest, in lieu of such fractional shares to which a single record holder would be entitled shall be aggregated. (b) Fractional shares of Echo Common Stock that would otherwise be allocable to any former holders of SpinCo common stock in the Merger shall be aggregated, and no holder of SpinCo common stock shall receive cash equal to or greater than the value of one full share of Echo Common Stock. The Exchange Agentrepresenting such holder’s proportionate interest, if any, in the proceeds from the sale by the Exchange Agent (reduced by reasonable and customary fees of the Distribution Exchange Agent shall cause attributable to such sale) (as so reduced, the “share proceeds”) in one or more transactions of a number of shares of Parent Class P Stock, such number equal to the excess of (i) the aggregate number of shares of Parent Class P Stock to be delivered to the Exchange Agent by Parent pursuant to Section 2.2(b) over (ii) the aggregate number of whole shares obtained from aggregating fractional shares that would otherwise remain across all holders of SpinCo common stock Parent Class P Stock to be sold, in the open market or otherwise as reasonably directed by MCK, and in no case later than 20 business days after the Effective Time. The Exchange Agent, if any, and the Distribution Agent, as the case may be, shall make available the net proceeds thereof, after deducting any required withholding Taxes and brokerage charges, commissions and transfer Taxes, on a pro rata basis, without interest, as soon as practicable distributed to the holders of SpinCo common stock entitled Certificates and Book-Entry Units pursuant to receive Section 2.2(c) (such cashexcess being, the “Excess Shares”). Payment The parties acknowledge that payment of the cash share proceeds in lieu of issuing certificates or scrip for fractional shares of Echo Common Stock shall be made solely was not separately bargained-for the purpose consideration but merely represents a mechanical rounding off for purposes of avoiding the expense and inconvenience to Echo of issuing fractional shares of Echo Common Stock and shall not represent separately bargained-for consideration. Provided Parent that Echo issues to would otherwise be caused by the relevant agent the number of shares required to be issued by Echo to such agent pursuant to Section 3.3, Echo shall have no liability whatsoever to any holders of SpinCo common stock with respect to cash delivered in lieu issuance of fractional shares. As used hereinsoon as practicable after the Effective Time, the term “Tax” has Exchange Agent, as agent for the meaning set forth holders of the Common Units that would otherwise receive fractional shares of Parent Class P Stock, shall sell the Excess Shares at then-prevailing prices on the NYSE in the Tax Matters Agreement (substantially manner provided in the form set forth on Exhibit Bthis Section 2.2(h) to be entered into by and among Echo, MCK and SpinCo prior shall execute such sales in round lots to the Distribution extent practicable. Until the share proceeds of such sale or sales have been distributed to the holders of such Common Units, or the Exchange Fund is terminated, the Exchange Agent shall hold such share proceeds in trust for the benefit of the holders of such Common Units (the “Tax Matters AgreementFractional Share Proceeds”). The Exchange Agent shall determine the portion of the Fractional Share Proceeds to which each holder of such Common Units shall be entitled, if any, by multiplying the amount of the aggregate share proceeds comprising the Fractional Share Proceeds by a fraction, the numerator of which is the amount of the fractional shares to which such holder of such Common Units would otherwise be entitled and the denominator of which is the aggregate amount of fractional shares to which all holders of such Common Units would otherwise be entitled.

No Fractional Shares. (ai) No certificates or scrip representing fractional shares of Echo Parent Common Stock shall be issued upon the conversion surrender for exchange of SpinCo common stock pursuant to Section 3.1Certificates, and such fractional share interests shall not entitle the owner thereof to vote or to any rights of a holder stockholder of Echo Parent. (ii) As promptly as practicable following the Effective Time of the Merger, the Exchange Agent shall determine the excess of (x) the number of shares of Parent Common StockStock delivered to the Exchange Agent by Parent pursuant to Section 2.02(a) over (y) the aggregate number of whole shares of Parent Common Stock to be distributed to holders of the Certificates pursuant to Section 2.02(b) (such excess being herein called the "Excess Shares"). For purposes As soon as practicable after the Effective Time of the Merger, the Exchange Agent, as agent for the holders of the Certificates, shall sell the Excess Shares at then prevailing prices on the New York Stock Exchange (the "NYSE") all in the manner provided in paragraph (iii) of this Section 3.3, all fractional shares to which a single record holder would be entitled shall be aggregated2.02(e). (biii) Fractional shares The sale of Echo Common Stock that would otherwise the Excess Shares by the Exchange Agent shall be allocable executed on the NYSE through one or more member firms of the NYSE and shall be executed in round lots to any former the extent practicable. The proceeds from such sale or sales available for distribution to the holders of SpinCo common stock in the Merger Certificates shall be aggregatedreduced by the compensation payable to the Exchange Agent and the expenses incurred by the Exchange Agent, in each case, in connection with such sale or sales of the Excess Shares, including all related commissions, transfer taxes and no holder other out-of-pocket transaction costs. Until the net proceeds of SpinCo common stock such sale or sales have been distributed to the holders of the Certificates, the Exchange Agent shall receive cash equal to or greater than hold such proceeds in trust for the value holders of one full share of Echo the Certificates (the "Common StockShares Trust"). The Exchange AgentAgent shall determine the portion of the Common Shares Trust to which each holder of a Certificate shall be entitled, if any, by multiplying the amount of the aggregate net proceeds comprising the Common Shares Trust by a fraction, the numerator of which is the amount of the fractional share interest to which such holder of a Certificate is entitled and the Distribution Agent shall cause denominator of which is the whole shares obtained from aggregating aggregate amount of fractional shares that would otherwise remain across share interests to which all holders of SpinCo common stock to be sold, in the open market or otherwise Certificates are entitled. (iv) As soon as reasonably directed by MCK, and in no case later than 20 business days practicable after the Effective Time. The Exchange Agentdetermination of the amount of cash, if any, and to be paid to holders of Certificates in lieu of any fractional share interests, the Distribution Agent, as the case may be, Exchange Agent shall make available the net proceeds thereof, after deducting any required withholding Taxes and brokerage charges, commissions and transfer Taxes, on a pro rata basissuch amounts, without interest, as soon as practicable to the such holders of SpinCo common stock entitled to receive such cash. Payment of cash Certificates who have surrendered their Certificates in lieu of fractional shares of Echo Common Stock shall be made solely for the purpose of avoiding the expense and inconvenience to Echo of issuing fractional shares of Echo Common Stock and shall not represent separately bargained-for consideration. Provided that Echo issues to the relevant agent the number of shares required to be issued by Echo to such agent pursuant to Section 3.3, Echo shall have no liability whatsoever to any holders of SpinCo common stock accordance with respect to cash delivered in lieu of fractional shares. As used herein, the term “Tax” has the meaning set forth in the Tax Matters Agreement (substantially in the form set forth on Exhibit B) to be entered into by and among Echo, MCK and SpinCo prior to the Distribution (the “Tax Matters Agreement”)this Article II.

No Fractional Shares. (a) No fractional shares of Parent Common Stock shall be issued in connection with the Merger, no certificates or scrip representing fractional shares of Echo Parent Common Stock shall be issued delivered upon the conversion of SpinCo common stock Company Common Stock pursuant to Section 3.12.01(c), and such fractional share interests shall not entitle the owner thereof to vote or to any other rights of a holder of Echo shares of Parent Common Stock. For purposes Notwithstanding any other provision of this Agreement, each holder of shares of Company Common Stock converted pursuant to Section 3.32.01(c) who would otherwise have been entitled to receive a fraction of a share of Parent Common Stock (after aggregating all shares represented by the Certificates and Book-Entry Shares delivered by such holder) shall receive, all in lieu thereof and upon surrender thereof, a cash payment in lieu of such fractional shares to which a single record holder would be entitled shall be aggregated. (b) Fractional shares of Echo Common Stock that would otherwise be allocable to any former holders of SpinCo common stock in the Merger shall be aggregated, and no holder of SpinCo common stock shall receive cash equal to or greater than the value of one full share of Echo Common Stock. The Exchange Agentrepresenting such holder’s proportionate interest, if any, and in the Distribution proceeds from the sale by the Exchange Agent shall cause (reduced by any fees of the Exchange Agent attributable to such sale) in one or more transactions of shares of Parent Common Stock equal to the excess of (i) the aggregate number of shares of Parent Common Stock to be delivered to the Exchange Agent by Parent pursuant to Section 2.02(a) over (ii) the aggregate number of whole shares obtained from aggregating fractional shares that would otherwise remain across all holders of SpinCo common stock Parent Common Stock to be sold, in the open market or otherwise as reasonably directed by MCK, and in no case later than 20 business days after the Effective Time. The Exchange Agent, if any, and the Distribution Agent, as the case may be, shall make available the net proceeds thereof, after deducting any required withholding Taxes and brokerage charges, commissions and transfer Taxes, on a pro rata basis, without interest, as soon as practicable distributed to the holders of SpinCo common stock entitled shares of Company Common Stock pursuant to receive Section 2.01(c) (such cashexcess being, the “Excess Shares”). Payment The parties acknowledge that payment of the cash consideration in lieu of issuing fractional shares of Echo Common Stock shall be made solely was not separately bargained-for the purpose consideration but merely represents a mechanical rounding off for purposes of avoiding the expense and inconvenience to Echo of issuing fractional shares of Echo Common Stock and shall not represent separately bargained-for consideration. Provided Parent that Echo issues to would otherwise be caused by the relevant agent the number of shares required to be issued by Echo to such agent pursuant to Section 3.3, Echo shall have no liability whatsoever to any holders of SpinCo common stock with respect to cash delivered in lieu issuance of fractional shares. As used hereinsoon as practicable after the Effective Time, the term “Tax” has Exchange Agent, as agent for the meaning set forth holders of the certificates representing shares of Parent Common Stock that would otherwise receive fractional shares, shall sell the Excess Shares at then prevailing prices on NASDAQ in the Tax Matters Agreement (substantially following manner. The sale of the Excess Shares by the Exchange Agent, as agent for the holders that would otherwise receive fractional shares, shall be executed on NASDAQ at then-prevailing market prices and shall be executed in the form set forth on Exhibit B) to be entered into by and among Echo, MCK and SpinCo prior round lots to the Distribution extent practicable. Until the proceeds of such sale or sales have been distributed to the holders of shares of Company Common Stock, the Exchange Agent shall hold such proceeds in trust for the holders of shares of Company Common Stock (the “Tax Matters AgreementCommon Stock Trust”). The Exchange Agent shall determine the portion of the Common Stock Trust to which each holders of shares of Company Common Stock shall be entitled, if any, by multiplying the amount of the aggregate proceeds comprising the Common Stock Trust by a fraction, the numerator of which is the amount of the fractional share interest to which such holders of shares of Company Common Stock would otherwise be entitled and the denominator of which is the aggregate amount of fractional share interests to which all holders of shares of Company Common Stock would otherwise be entitled.

No Fractional Shares. (a) No certificates or scrip representing fractional shares of Echo Common Stock New Ensco Shares shall be issued upon to holders of Rowan Ordinary Shares in connection with the conversion Scheme of SpinCo common stock pursuant Arrangement and no Consolidated Ensco Shares shall be issued to Section 3.1holders of Existing Ensco Ordinary Shares in connection with the Consolidation or otherwise in connection with this Agreement, and no certificates for any such fractional share interests shares shall not entitle be issued. (b) Any fraction of a New Ensco Share and (if the owner thereof Consolidation is effected) any fraction of a Consolidated Ensco Share to vote or which any person who held Rowan Ordinary Shares immediately prior to the Effective Time would otherwise be entitled will be aggregated and sold in the market as soon as reasonably practicable following the later of the Closing Date and (if the Consolidation is effected) the date on which the Consolidation completes in accordance with the terms of the resolution referred to in clause (b) of the definition of Ensco Shareholder Resolutions and the holders shall be paid in cash, after the later of the Closing Date and (if the Consolidation is effected) the date on which the Consolidation completes, the net proceeds of the sale (after the deduction of the expenses of the sale (including any tax and amounts in respect of value added tax payable thereon), without interest and subject to any rights of a holder of Echo Common Stock. For purposes of this Section 3.3, all required Tax withholding) in due proportion to the fractional shares to which they would otherwise have been entitled (it being understood that, for these purposes, any person who held Rowan Ordinary Shares immediately prior to the Effective Time shall be paid the net proceeds of sale attributable both to any fraction of a single record holder New Ensco Share and/or any fraction of a Consolidated Ensco Share to which he would otherwise have been entitled), provided that where such former Rowan Shareholder would be entitled to an aggregate amount which is less than $5.00, then that amount shall not be paid to such former Rowan Shareholder but shall instead be retained by Ensco for its benefit. The Parties acknowledge that payment of the net proceeds from the sale of the fractional shares of New Ensco Shares was not separately bargained-for consideration but merely represents mechanical rounding off for purposes of avoiding the expense and inconvenience to Ensco that would otherwise be caused by the issuance of fractional shares of New Ensco Shares. For the avoidance of doubt, for the purposes of determining whether the de minimis threshold specified in this Section 2.7(b) has been met or passed, the net proceeds of sale attributable to (i) any fraction of a New Ensco Share and (ii) any fraction of a Consolidated Ensco Share, to which the relevant Scheme Shareholder would otherwise have been entitled shall be aggregated. (bc) Fractional shares If the Consolidation is effected, any fraction of Echo Common Stock that a Consolidated Ensco Share to which any holder of Existing Ensco Class A Ordinary Shares (other than any holder of the New Ensco Shares) would otherwise be allocable to any former holders of SpinCo common stock entitled will be aggregated and sold in the Merger market as soon as reasonably practicable following the date on which the Consolidation completes in accordance with the terms of the resolution referred to in clause (b) of the definition of Ensco Shareholder Resolutions and the holders shall be aggregatedpaid in cash by Ensco, and no holder of SpinCo common stock shall receive cash equal to or greater than the value of one full share of Echo Common Stock. The Exchange Agent, if any, and the Distribution Agent shall cause the whole shares obtained from aggregating fractional shares that would otherwise remain across all holders of SpinCo common stock to be sold, in the open market or otherwise as reasonably directed by MCK, and in no case later than 20 business days after the Effective Time. The Exchange Agentdate on which the Consolidation completes, if any, and the Distribution Agent, as the case may be, shall make available the net proceeds thereofof the sale (after the deduction of the expenses of the sale), after deducting without interest and subject to any required withholding Taxes and brokerage chargesTax withholding, commissions and transfer Taxes, on a pro rata basis, without interest, as soon as practicable in due proportion to the holders fractional shares to which they would otherwise have been entitled, provided that where a holder of SpinCo common stock Existing Ensco Class A Ordinary Shares (other than any holder of the New Ensco Shares) would be entitled to receive such cash. Payment of cash in lieu of fractional shares of Echo Common Stock shall be made solely for the purpose of avoiding the expense and inconvenience an amount which is less than an aggregate amount equal to Echo of issuing fractional shares of Echo Common Stock and $5.00, then that amount shall not represent separately bargained-for consideration. Provided that Echo issues to the relevant agent the number of shares required to be issued by Echo paid to such agent pursuant to Section 3.3, Echo holder but shall have no liability whatsoever to any holders of SpinCo common stock with respect to cash delivered in lieu of fractional shares. As used herein, the term “Tax” has the meaning set forth in the Tax Matters Agreement (substantially in the form set forth on Exhibit B) to instead be entered into retained by and among Echo, MCK and SpinCo prior to the Distribution (the “Tax Matters Agreement”)Ensco for its benefit.

No Fractional Shares. (a) No certificates certificates, receipts or scrip representing fractional shares of Echo Common Stock BEPC Class A Shares or Parent LP Units shall be issued upon the conversion exchange of SpinCo common stock pursuant Eligible Shares, no dividends or other distributions of BEPC or Parent shall relate to Section 3.1such fractional BEPC Class A Shares or Parent LP Units, as applicable, and such fractional share interests shall BEPC Class A Shares or Parent LP Units will not entitle the owner thereof to vote or to any rights of a holder shareholder of Echo Common StockBEPC or unitholder of Parent, as applicable. For purposes of this Section 3.3, all All fractional shares entitlements to a BEPC Class A Share or Parent LP Unit to which a single record holder of Eligible Shares would be otherwise entitled to receive shall be aggregated. (b) Fractional shares aggregated by the Exchange Agent and rounded to three decimal points. In lieu of Echo Common Stock that the issuance of any fractional share or unit, each holder of Eligible Shares who would otherwise be allocable entitled to any former holders of SpinCo common stock in the Merger such fractional shares or units shall be aggregated, and no holder of SpinCo common stock shall receive entitled to an amount in cash equal to or greater than the value of one full share of Echo Common Stock. The Exchange Agent, if any, and the Distribution Agent shall cause the whole shares obtained from aggregating fractional shares that would otherwise remain across all holders of SpinCo common stock to be sold, in the open market or otherwise as reasonably directed by MCK, and in no case later than 20 business days after the Effective Time. The Exchange Agent, if any, and the Distribution Agent, as the case may be, shall make available the net proceeds thereof, after deducting any required withholding Taxes and brokerage charges, commissions and transfer Taxes, on a pro rata basisdollars, without interest, rounded to the nearest cent, equal to the product of (i) the amount of the fractional share or unit interest in a BEPC Class A Share or Parent LP Unit to which such holder is entitled under Sections 2.01 or 3.01, as applicable (or would be entitled but for this Section 4.11), and (ii) the volume-weighted average of the trading prices of the BEPC Class A Shares or Parent LP Units, as applicable, on the New York Stock Exchange (the “NYSE”) for the five trading days following the Closing Date (not counting the Closing Date), as determined by the Exchange Agent. As soon as practicable after the determination of the amount of cash to the be paid to such holders of SpinCo common stock entitled to receive such cash. Payment of cash in lieu of fractional shares of Echo Common Stock shall be made solely for the purpose of avoiding the expense and inconvenience to Echo of issuing fractional shares of Echo Common Stock and shall not represent separately bargained-for consideration. Provided that Echo issues to the relevant agent the number of shares required to be issued by Echo to such agent pursuant to Section 3.3, Echo shall have no liability whatsoever to any holders of SpinCo common stock Eligible Shares with respect to cash delivered any fractional share interests in lieu of fractional shares. As used hereinBEPC Class A Shares or Parent LP Units, the term “Tax” has Exchange Agent shall promptly (i) pay such amounts, subject to customary rounding, to such holders subject to and in accordance with this Section 4.11 and (ii) return to BEPC the meaning set forth in aggregate number of BEPC Class A Shares and to Acquisition Sub the Tax Matters Agreement (substantially in aggregate number of Parent LP Units that would have been payable to such holders as Consideration but for the form set forth on Exhibit B) to be entered into by and among Echo, MCK and SpinCo prior to the Distribution (the “Tax Matters Agreement”)operation of this Section 4.11.

No Fractional Shares. (ai) No certificates Acquiror Certificates or scrip representing fractional shares of Echo Acquiror Common Stock Shares shall be issued upon the conversion surrender for exchange of SpinCo common stock pursuant Certificates, no dividend or distribution of Acquiror shall relate to Section 3.1, such fractional share interests and such fractional share interests shall will not entitle the owner thereof to vote or to any rights of a holder stockholder of Echo Common Stock. For purposes of this Section 3.3, all fractional shares to which a single record holder would be entitled shall be aggregatedAcquiror. (bii) Fractional shares As promptly as practicable following the Effective Time, the Exchange Agent will determine the excess of Echo (A) the number of whole Acquiror Common Shares delivered to the Exchange Agent by Acquiror pursuant to Section 2.2(a) over (B) the aggregate number of whole Acquiror Common Shares to be distributed to holders of Target Common Stock that would otherwise be allocable pursuant to any Section 2.2(b) (such excess being herein called the "Excess Shares"). Following the Effective Time, the Exchange Agent will, on behalf of former holders stockholders of SpinCo common stock Target, sell the Excess Shares at then-prevailing prices on the New York Stock Exchange, Inc. (the "NYSE"), all in the Merger shall manner provided in Section 2.2(f)(iii). (iii) The sale of the Excess Shares by the Exchange Agent will be aggregated, executed on the NYSE through one or more member firms of the Exchange and no holder of SpinCo common stock shall receive cash equal will be executed in round lots to or greater than the value of one full share of Echo Common Stockextent practicable. The Exchange Agent will use reasonable efforts to complete the sale of the Excess Shares as promptly following the Effective Time as, in the Exchange Agent's sole judgment, is practicable consistent with obtaining the best execution of such sales in light of prevailing market conditions. Until the net proceeds of such sale or sales have been distributed to the holders of Target Common Stock, the Exchange Agent will hold such proceeds in trust for the holders of Target Common Stock (the "Common Shares Trust"). The Surviving Corporation will pay all commissions, transfer taxes and other out-of-pocket transaction costs, including the expenses and compensation of the Exchange Agent incurred in connection with such sale of the Excess Shares. The Exchange Agent will determine the portion of the Common Shares Trust to which each holder of Target Common Stock is entitled, if any, by multiplying the amount of the aggregate net proceeds comprising the Common Shares Trust by a fraction, the numerator of which is the amount of the fractional share interest to which such holder of Target Common Stock is entitled (after taking into account all shares of Target Common Stock held at the Effective Time by such holder) and the Distribution Agent shall cause denominator of which is the whole shares obtained from aggregating aggregate amount of fractional shares that would otherwise remain across share interests to which all holders of SpinCo common stock Target Common Stock are entitled. (iv) Notwithstanding the provisions of Section 2.2(f)(ii) and (iii), the Surviving Corporation may elect at its option, exercised prior to be sold, in the open market or otherwise as reasonably directed by MCK, and in no case later than 20 business days after the Effective Time, in lieu of the issuance and sale of Excess Shares and the making of the payments hereinabove contemplated, to pay each holder of Target Common Stock an amount in cash (without interest), rounded up to the nearest cent, equal to the product obtained by multiplying (A) the fractional share interest to which such holder (after taking into account all shares of Target Common Stock held at the Effective Time by such holder) would otherwise be entitled by (B) the closing price for one Acquiror Common Share as reported on the NYSE Composite Transactions Tape (as reported in The Wall Street Journal, or, if not reported thereby, any other authoritative source) on the Closing Date, and, in such case, all references herein to the cash proceeds of the sale of the Excess Shares and similar references will be deemed to mean and refer to the payments calculated as set forth in this Section 2.2(f)(iv). The Exchange Agent-4- 9 (v) As soon as practicable after the determination of the amount of cash, if any, and the Distribution Agent, as the case may be, shall make available the net proceeds thereof, after deducting any required withholding Taxes and brokerage charges, commissions and transfer Taxes, on a pro rata basis, without interest, as soon as practicable to the be paid to holders of SpinCo common stock entitled to receive such cash. Payment of cash in lieu of fractional shares of Echo Target Common Stock shall be made solely for the purpose of avoiding the expense and inconvenience to Echo of issuing fractional shares of Echo Common Stock and shall not represent separately bargained-for consideration. Provided that Echo issues to the relevant agent the number of shares required to be issued by Echo to such agent pursuant to Section 3.3, Echo shall have no liability whatsoever to any holders of SpinCo common stock with respect to cash delivered in lieu of any fractional shares. As used hereinshare interests, the term “Tax” has Exchange Agent will make available such amounts to such holders of Target Common Stock subject to and in accordance with the meaning set forth in the Tax Matters Agreement terms of Section 2.2(d). (substantially in the form set forth on Exhibit B) to be entered into by and among Echo, MCK and SpinCo prior to the Distribution (the “Tax Matters Agreement”g).

No Fractional Shares. (a) No certificates or scrip representing Notwithstanding anything herein to the contrary, no fractional shares of Echo Verizon Common Stock shall be issued upon the conversion of SpinCo common stock pursuant distributed to Section 3.1Vodafone Distribution Record Holders, and any such fractional share interests to which a Vodafone Distribution Record Holder would otherwise be entitled shall not entitle the owner thereof such Vodafone Distribution Record Holder to vote or to any other rights as a stockholder of a holder Verizon. In lieu of Echo Common Stock. For purposes any such fractional shares, each Vodafone Distribution Record Holder who, but for the provisions of this Section 3.32.7(c), all fractional shares to which a single record holder would be entitled to receive a fractional share interest of Verizon Common Stock pursuant to this Section 2.7, shall be aggregated. (b) Fractional paid cash, without any interest thereon, as hereinafter provided. Vodafone shall instruct the Distribution Agent to determine the number of whole shares and fractional shares of Echo Verizon Common Stock that would otherwise be allocable to any former holders of SpinCo common stock each Vodafone Distribution Record Holder, to aggregate all such fractional shares into whole shares, to sell the whole shares obtained thereby in the Merger shall open market at the then-prevailing prices on behalf of each Vodafone Distribution Record Holder who otherwise would be aggregatedentitled to receive fractional share interests and to distribute to each such Vodafone Distribution Record Holder his, and no holder of SpinCo common stock shall receive cash equal to her or greater than the value of one full its ratable share of Echo Common Stockthe total proceeds of such sale, after making appropriate deductions of the amounts required for Tax withholding purposes and after deducting any applicable transfer Taxes and the costs and expenses of such sale and distribution, including brokers fees and commissions. The Exchange sales of fractional shares shall occur as soon after the Share Purchase Closing as practicable and as determined by the Distribution Agent. None of Verizon, if any, and Vodafone or the Distribution Agent shall cause guarantee any minimum sale price for the whole shares obtained from aggregating fractional shares that would otherwise remain across all holders of SpinCo common stock to be sold, in the open market or otherwise as reasonably directed by MCK, and in no case later than 20 business days after the Effective Time. The Exchange Agent, if any, and the Distribution Agent, as the case may be, shall make available the net proceeds thereof, after deducting any required withholding Taxes and brokerage charges, commissions and transfer Taxes, on a pro rata basis, without interest, as soon as practicable to the holders of SpinCo common stock entitled to receive such cash. Payment of cash in lieu of fractional shares of Echo Verizon Common Stock Stock. None of Verizon, Vodafone or the Distribution Agent shall be made solely for pay any interest on the purpose of avoiding proceeds from the expense and inconvenience to Echo of issuing fractional shares of Echo Common Stock and shall not represent separately bargained-for consideration. Provided that Echo issues to the relevant agent the number of shares required to be issued by Echo to such agent pursuant to Section 3.3, Echo shall have no liability whatsoever to any holders of SpinCo common stock with respect to cash delivered in lieu sale of fractional shares. As used hereinThe Distribution Agent shall have the sole discretion to select the broker-dealers through which to sell the aggregated fractional shares and to determine when, the term “Tax” has the meaning set forth in the Tax Matters Agreement (substantially in the form set forth on Exhibit B) how and at what price to be entered into by and among Echo, MCK and SpinCo prior to sell such shares. Neither the Distribution (Agent nor the “Tax Matters Agreement”)broker-dealers through which the aggregated fractional shares are sold shall be Affiliates of Verizon or Vodafone.

No Fractional Shares. (a) No certificates certificate or scrip representing fractional shares of Echo Common Stock shall Parent Shares will be issued upon the conversion surrender for exchange of SpinCo common stock pursuant to Section 3.1Certificates, and such fractional share interests shall will not entitle the owner thereof to vote or to any other rights of a stockholder of Parent. Notwithstanding any other provision of this Agreement, each holder of Echo shares of Company Common Stock converted pursuant to the Merger who would otherwise have been entitled to receive a fraction of a share of Parent Common Stock (after taking into account all Certificates delivered by such holder) will receive, in lieu thereof, cash (without interest) in an amount equal to such fraction as determined below. As promptly as practicable following the Effective Time, the Exchange Agent will determine the excess of (i) the number of full Parent Shares delivered to the Exchange Agent by Parent for issuance to holders of Certificates over (ii) the aggregate number of full Parent Shares to be distributed to holders of Company Common Stock (such excess being herein referred to as the "Excess Shares"). As soon as practicable after the Effective Time, the Exchange Agent, as agent for such holders of Company Common Stock will sell the Excess Shares at then prevailing prices on the NYSE all in the manner provided herein. The sale of the Excess Shares by the Exchange Agent will be executed on the NYSE and will be executed in round lots to the extent practicable. Until the net proceeds of any such sale or sales have been distributed to the holders of Company Common Stock, the Exchange Agent will hold such proceeds in trust for such holders. For purposes Parent will pay all commissions, transfer taxes and other out-of-pocket transaction costs of this Section 3.3, all fractional shares to which a single record holder would be entitled shall be aggregated. (b) Fractional shares the Exchange Agent incurred in connection with such sale or sales of Echo Common Stock that would otherwise be allocable to any former holders of SpinCo common stock Excess Shares and the Exchange Agent's compensation and expenses in the Merger shall be aggregated, and no holder of SpinCo common stock shall receive cash equal to connection with such sale or greater than the value of one full share of Echo Common Stocksales. The Exchange AgentAgent will determine the portion of such net proceeds to which each holder of Company Common Stock will be entitled, if any, by multiplying the amount of the aggregate net proceeds by a fraction, the numerator of which is the amount of the fractional share interest to which such holder of Company Common Stock is entitled (after taking into account all Certificates then held by such holder) and the Distribution Agent shall cause denominator of which is the whole shares obtained from aggregating aggregate amount of fractional shares that would otherwise remain across share interests to which all holders of SpinCo common stock to be sold, in the open market or otherwise Company Common Stock are entitled. As soon as reasonably directed by MCK, and in no case later than 20 business days practicable after the Effective Time. The Exchange Agentdetermination of the amount of cash, if any, and the Distribution Agent, as the case may be, shall make available the net proceeds thereof, after deducting any required withholding Taxes and brokerage charges, commissions and transfer Taxes, on a pro rata basis, without interest, as soon as practicable to the be paid to holders of SpinCo common stock entitled to receive such cash. Payment of cash in lieu of fractional shares of Echo Common Stock shall be made solely for the purpose of avoiding the expense and inconvenience to Echo of issuing fractional shares of Echo Common Stock and shall not represent separately bargained-for consideration. Provided that Echo issues to the relevant agent the number of shares required to be issued by Echo to such agent pursuant to Section 3.3, Echo shall have no liability whatsoever to any holders of SpinCo common stock Certificates with respect to cash delivered in lieu of any fractional shares. As used hereinshare interests, the term “Tax” has Exchange Agent will promptly pay such amounts to such holders of Company Common Stock, subject to and in accordance with the meaning set forth in the Tax Matters Agreement terms of Sections 2.2(b) and (substantially in the form set forth on Exhibit B) to be entered into by and among Echo, MCK and SpinCo prior to the Distribution (the “Tax Matters Agreement”c).

No Fractional Shares. (a) No certificates or scrip representing fractional shares of Echo Common Parent Class P Stock shall be issued upon the conversion surrender for exchange of SpinCo common stock Certificates or Book-Entry Shares. Notwithstanding any other provision of this Agreement, each holder of Company Securities converted into the right to receive the Merger Consideration pursuant to the Merger who would otherwise have been entitled to receive a fraction of a share of Parent Class P Stock (after taking into account all Certificates (or affidavits of loss in lieu thereof pursuant to Section 3.12.2(i)) or Book-Entry Shares to be delivered by such holder) shall be entitled to receive, and such fractional share interests shall not entitle from the owner thereof to vote or to any rights of a holder of Echo Common Stock. For purposes Exchange Agent in accordance with the provisions of this Section 3.32.2(h), all a cash payment, without interest, in lieu of such fractional shares to which a single record holder would be entitled shall be aggregated. (b) Fractional shares of Echo Common Stock that would otherwise be allocable to any former holders of SpinCo common stock in the Merger shall be aggregated, and no holder of SpinCo common stock shall receive cash equal to or greater than the value of one full share of Echo Common Stock. The Exchange Agentrepresenting such holder’s proportionate interest, if any, in the proceeds from the sale by the Exchange Agent (reduced by reasonable and customary fees of the Distribution Exchange Agent shall cause attributable to such sale) (as so reduced, the “share proceeds”) in one or more transactions of a number of shares of Parent Class P Stock, such number equal to the excess of (i) the aggregate number of shares of Parent Class P Stock to be delivered to the Exchange Agent by Parent pursuant to Section 2.2(b) over (ii) the aggregate number of whole shares obtained from aggregating fractional shares that would otherwise remain across all holders of SpinCo common stock Parent Class P Stock to be sold, in the open market or otherwise as reasonably directed by MCK, and in no case later than 20 business days after the Effective Time. The Exchange Agent, if any, and the Distribution Agent, as the case may be, shall make available the net proceeds thereof, after deducting any required withholding Taxes and brokerage charges, commissions and transfer Taxes, on a pro rata basis, without interest, as soon as practicable distributed to the holders of SpinCo common stock entitled Certificates and Book-Entry Shares pursuant to receive Section 2.2(c) (such cashexcess being, the “Excess Shares”). Payment The parties acknowledge that payment of the cash share proceeds in lieu of issuing certificates or scrip for fractional shares of Echo Common Stock shall be made solely was not separately bargained-for the purpose consideration but merely represents a mechanical rounding off for purposes of avoiding the expense and inconvenience to Echo of issuing fractional shares of Echo Common Stock and shall not represent separately bargained-for consideration. Provided Parent that Echo issues to would otherwise be caused by the relevant agent the number of shares required to be issued by Echo to such agent pursuant to Section 3.3, Echo shall have no liability whatsoever to any holders of SpinCo common stock with respect to cash delivered in lieu issuance of fractional shares. As used hereinsoon as practicable after the Effective Time, the term “Tax” has Exchange Agent, as agent for the meaning set forth holders of the Company Securities that would otherwise receive fractional shares of Parent Class P Stock, shall sell the Excess Shares at then-prevailing prices on the NYSE in the Tax Matters Agreement (substantially manner provided in the form set forth on Exhibit Bthis Section 2.2(h) to be entered into by and among Echo, MCK and SpinCo prior shall execute such sales in round lots to the Distribution extent practicable. Until the share proceeds of such sale or sales have been distributed to the holders of such Company Securities, or the Exchange Fund is terminated, the Exchange Agent shall hold such share proceeds in trust for the benefit of the holders of such Company Securities (the “Tax Matters AgreementFractional Share Proceeds”). The Exchange Agent shall determine the portion of the Fractional Share Proceeds to which each holder of such Company Securities shall be entitled, if any, by multiplying the amount of the aggregate share proceeds comprising the Fractional Share Proceeds by a fraction, the numerator of which is the amount of the fractional shares to which such holder of such Company Securities would otherwise be entitled and the denominator of which is the aggregate amount of fractional shares to which all holders of such Company Securities would otherwise be entitled. To the extent applicable, each holder of Company Securities shall be deemed to have consented for U.S. federal income tax purposes (and to the extent applicable, state or local income tax purposes) to report the cash received for fractional shares in the Merger as a sale of a portion of the holder’s Company Securities to Parent.

No Fractional Shares. (a) No certificates or scrip representing fractional shares of Echo Fountain Common Stock or book-entry credit of the same shall be issued upon the conversion of SpinCo common stock shares of Patriot Common Stock pursuant to Section 3.11.07(a), no dividends or other distributions of Fountain shall relate to such fractional share interests and such fractional share interests shall not entitle the owner thereof to vote or to any rights of a holder of Echo Fountain Common Stock. For purposes of this Section 3.31.12, all fractional shares to which a single record holder would be entitled shall be aggregated, and calculations shall be rounded to three decimal places. (b) Fractional shares of Echo Fountain Common Stock that would otherwise be allocable to any former holders of SpinCo common stock shares of Patriot Common Stock in the Merger shall be aggregated, and no holder of SpinCo common stock shares of Patriot Common Stock shall receive cash equal to or greater than the value of one full share of Echo Fountain Common Stock. The Exchange Agent, if any, and the Distribution Agent shall cause the whole shares obtained from aggregating fractional shares that would otherwise remain across all holders of SpinCo common stock thereby to be sold, in the open market or otherwise as reasonably directed by MCKFountain, and in no case later than 20 business days 30 Business Days after the Effective Time. The Exchange Agent, if any, and the Distribution Agent, as the case may be, Agent shall make available the net proceeds thereof, after deducting any required withholding Taxes and brokerage charges, commissions and transfer Taxes, on a pro rata basis, without interest, as soon as practicable to the holders of SpinCo common stock shares of Patriot Common Stock entitled to receive such cash. Payment of cash in lieu of fractional shares of Echo Fountain Common Stock shall be made solely for the purpose of avoiding the expense and inconvenience to Echo Fountain of issuing fractional shares of Echo Fountain Common Stock and shall not represent separately bargained-for consideration. Provided that Echo issues to the relevant agent the number of shares required to be issued by Echo to such agent pursuant to Section 3.3, Echo shall have no liability whatsoever to any holders of SpinCo common stock with respect to cash delivered in lieu of fractional shares. As used herein, the term “Tax” has the meaning set forth in the Tax Matters Agreement (substantially in the form set forth on Exhibit B) to be entered into by and among Echo, MCK and SpinCo prior to the Distribution (the “Tax Matters Agreement”).

No Fractional Shares. (ai) No certificates or scrip representing fractional shares of Echo Company Common Stock shall be issued upon the conversion surrender for exchange of SpinCo common stock certificates that immediately prior to the Effective Time represented shares of FNF Common Stock which have been converted pursuant to Section 3.12.1, and such fractional share interests shall will not entitle the owner thereof to vote or to any rights of a holder shareholder of Echo Common Stock. For purposes of this Section 3.3, all fractional shares to which a single record holder would be entitled shall be aggregatedthe Company. (bii) Fractional Notwithstanding any other provision in this Agreement to the contrary, any holder of shares of Echo FNF Common Stock that would otherwise entitled to receive a fractional share of Company Common Stock but for this Section shall be allocable entitled to any former holders of SpinCo common stock receive a cash payment in lieu thereof, in an amount equal to such holder's proportionate interest in the Merger shall be aggregated, and no holder of SpinCo common stock shall receive cash equal to net proceeds from the sale or greater than the value of one full share of Echo Common Stock. The Exchange Agent, if any, and the Distribution Agent shall cause the whole shares obtained from aggregating fractional shares that would otherwise remain across all holders of SpinCo common stock to be sold, sales in the open market or otherwise by the Exchange Agent, on behalf of all such holders, of the shares of Company Common Stock constituting the excess of (i) the number of whole shares of Company Common Stock delivered to the Exchange Agent by the Company over (ii) the aggregate number of whole shares of Company Common Stock to be distributed to holders of FNF Common Stock (such excess, the "Excess Shares"). As soon as reasonably directed by MCK, and in no case later than 20 business days after practicable following the Effective Time, the Exchange Agent shall determine the number of Excess Shares and, as agent for the former holders of FNF Common Stock, shall sell the Excess Shares at the prevailing prices on the New York Stock Exchange, Inc. (the "NYSE"). The Exchange Agent shall deduct from the proceeds of the sale of the Excess Shares all commissions, withholding taxes, transfer taxes and other out-of-pocket transaction costs, including the expenses and compensation of the Exchange Agent, if anyincurred in connection with such sale of Excess Shares. Until the net proceeds of such sale have been distributed to the former holders of FNF Common Stock, and the Distribution AgentExchange Agent will hold such proceeds in trust for such former holders. As soon as practicable after the determination of the amount of cash to be paid to such former holders in lieu of any fractional interests, as the case may be, Exchange Agent shall make available the net proceeds thereof, after deducting any required withholding Taxes and brokerage charges, commissions and transfer Taxes, on a pro rata basis, without interest, as soon as practicable to the holders of SpinCo common stock entitled to receive in accordance with this Agreement such cash. Payment of cash in lieu of fractional shares of Echo Common Stock shall be made solely for the purpose of avoiding the expense and inconvenience to Echo of issuing fractional shares of Echo Common Stock and shall not represent separately bargained-for consideration. Provided that Echo issues to the relevant agent the number of shares required to be issued by Echo amounts to such agent pursuant to Section 3.3, Echo shall have no liability whatsoever to any holders of SpinCo common stock with respect to cash delivered in lieu of fractional shares. As used herein, the term “Tax” has the meaning set forth in the Tax Matters Agreement (substantially in the form set forth on Exhibit B) to be entered into by and among Echo, MCK and SpinCo prior to the Distribution (the “Tax Matters Agreement”)holders.

No Fractional Shares. (ai) No certificates or scrip representing fractional shares of Echo Parent Common Stock shall be issued upon the conversion surrender for exchange of SpinCo common stock pursuant Certificates, no dividend or distribution with respect to Section 3.1, Parent Common Stock shall be payable on or with respect to any fractional share and such fractional share interests shall will not entitle the owner thereof to vote or to any rights of a holder stockholder of Echo Parent. (ii) As promptly as practicable following the Effective Time, the Exchange Agent shall determine the excess of (x) the number of full shares of Parent Common Stock delivered to the Exchange Agent by Parent pursuant to Section 2.02(a) over (y) the aggregate number of full shares of Parent Common Stock to be distributed to holders of Company Common Stock pursuant to Section 2.02(b) (such excess being herein called the "Excess Shares"). As soon after the Effective Time as practicable, the Exchange Agent, as agent for such holders of Parent Common Stock. For purposes , shall sell the Excess Shares at then prevailing prices on the National Market System of the Nasdaq Stock Market ("NASDAQ"), all in the manner provided in paragraph (iii) of this Section 3.3, all fractional shares to which a single record holder would be entitled shall be aggregated2.02(e). (biii) Fractional shares The sale of Echo the Excess Shares by the Exchange Agent shall be executed on the NASDAQ through one or more member firms of the NASDAQ and shall be executed in round lots to the extent practicable. Until the net proceeds of any such sale or sales have been distributed to such holders of Company Common Stock, the Exchange Agent will hold such proceeds in trust for such holders of Company Common Stock that would otherwise be allocable to any former holders as part of SpinCo common stock the Exchange Fund. Parent shall pay all commissions, transfer taxes and other out-of-pocket transaction costs of the Exchange Agent incurred in connection with such sale or sales of Excess Shares. In addition, Parent shall pay the Merger shall be aggregated, Exchange Agent's compensation and no holder of SpinCo common stock shall receive cash equal to expenses in connection with such sale or greater than the value of one full share of Echo Common Stocksales. The Exchange AgentAgent shall determine the portion of such net proceeds to which each holder of Company Common Stock shall be entitled, if any, by multiplying the amount of the aggregate net proceeds by a fraction the numerator of which is the amount of the fractional share interest to which such holder of Company Common Stock is entitled (after taking into account all shares of Company Common Stock then held by such holder) and the Distribution Agent shall cause denominator of which is the whole shares obtained from aggregating aggregate amount of fractional shares that would otherwise remain across share interests to which all holders of SpinCo common stock to be sold, in the open market or otherwise Certificates representing Company Common Stock are entitled. (iv) As soon as reasonably directed by MCK, and in no case later than 20 business days practicable after the Effective Time. The Exchange Agentdetermination of the amount of cash, if any, and the Distribution Agent, as the case may be, shall make available the net proceeds thereof, after deducting any required withholding Taxes and brokerage charges, commissions and transfer Taxes, on a pro rata basis, without interest, as soon as practicable to the be paid to holders of SpinCo common stock entitled to receive such cash. Payment of cash in lieu of fractional shares of Echo Company Common Stock shall be made solely for the purpose of avoiding the expense and inconvenience to Echo of issuing fractional shares of Echo Common Stock and shall not represent separately bargained-for consideration. Provided that Echo issues to the relevant agent the number of shares required to be issued by Echo to such agent pursuant to Section 3.3, Echo shall have no liability whatsoever to any holders of SpinCo common stock with respect to cash delivered in lieu of any fractional shares. As used hereinshare interests, the term “Tax” has Exchange Agent shall promptly pay such amounts to such holders of Company Common Stock subject to and in accordance with the meaning set forth in the Tax Matters Agreement (substantially in the form set forth on Exhibit B) to be entered into by and among Echo, MCK and SpinCo prior to the Distribution (the “Tax Matters Agreement”terms of Section 2.02(c).

No Fractional Shares. (a) No certificates or scrip or shares of Parent Common Stock representing fractional shares of Echo Parent Common Stock shall be issued upon the conversion surrender for exchange of SpinCo common stock pursuant to Section 3.1, Certificates and such fractional share interests shall will not entitle the owner thereof to vote or to have any rights of a stockholder of Parent or a holder of Echo shares of Parent Common Stock. For purposes No certificates or scrip or shares of this Section 3.3, all Parent 6% Preferred Stock representing fractional shares to which a single record holder would be entitled of Parent 6% Preferred Stock shall be aggregatedissued upon the surrender for exchange of Certificates and such fractional share interests will not entitle the owner thereof to vote or to have any rights of a stockholder of Parent or a holder of shares of Parent 6% Preferred Stock. (b) Fractional Notwithstanding any other provision of this Agreement, each holder of shares of Echo Company Common Stock that exchanged pursuant to the REIT Merger who would otherwise be allocable have been entitled to receive a fraction of a share of Parent Common Stock (after taking into account all Certificates delivered by such holder) shall receive, in lieu thereof, cash (without interest) in an amount equal to the product of (i) such fractional part of a share of Parent Common Stock multiplied by (ii) the average per share closing price of Parent Common Stock quoted on the NYSE for the 10 trading days ending two days prior to the Closing Date. Notwithstanding any former holders other provision of SpinCo common stock in the Merger shall be aggregatedthis Agreement, and no each holder of SpinCo common stock shares of Company Common Stock exchanged pursuant to the REIT Merger who would otherwise have been entitled to receive a fraction of a share of Parent 6% Preferred Stock (after taking into account all Certificates delivered by such holder) shall receive receive, in lieu thereof, cash (without interest) in an amount equal to or greater than the value product of one full (i) such fractional part of a share of Echo Common StockParent 6% Preferred Stock multiplied by (ii) $50.00. The Exchange AgentAs promptly as practicable after the determination of the amount of cash, if any, to be paid to holders of fractional interests, the Exchange Agent shall so notify Parent, and the Distribution Agent Parent shall cause the whole shares obtained from aggregating fractional shares that would otherwise remain across all Exchange Agent to forward payments to such holders of SpinCo common stock fractional interests subject to be sold, in the open market or otherwise as reasonably directed by MCK, and in no case later than 20 business days after accordance with the Effective Time. The Exchange Agent, if any, and the Distribution Agent, as the case may be, shall make available the net proceeds thereof, after deducting any required withholding Taxes and brokerage charges, commissions and transfer Taxes, on a pro rata basis, without interest, as soon as practicable to the holders of SpinCo common stock entitled to receive such cash. Payment of cash in lieu of fractional shares of Echo Common Stock shall be made solely for the purpose of avoiding the expense and inconvenience to Echo of issuing fractional shares of Echo Common Stock and shall not represent separately bargained-for consideration. Provided that Echo issues to the relevant agent the number of shares required to be issued by Echo to such agent pursuant to Section 3.3, Echo shall have no liability whatsoever to any holders of SpinCo common stock with respect to cash delivered in lieu of fractional shares. As used herein, the term “Tax” has the meaning set forth in the Tax Matters Agreement (substantially in the form set forth on Exhibit B) to be entered into by and among Echo, MCK and SpinCo prior to the Distribution (the “Tax Matters Agreement”)terms hereof.

No Fractional Shares. (a) No certificates or scrip representing fractional shares of Echo Parent Common Stock shall be issued in the Merger upon the conversion surrender for exchange of SpinCo common stock pursuant Certificates or with respect to Section 3.1Book-Entry Shares or otherwise, and such fractional share interests shall not entitle the owner thereof to vote or to any other rights of a shareholder of Parent. Each holder of Echo Company Common Stock. For purposes Stock converted pursuant to the Merger that would otherwise have been entitled to receive a fraction of this Section 3.3a share of Parent Common Stock (after aggregating all shares evidenced by the Certificates and Book-Entry Shares delivered by such holder) shall receive from the Exchange Agent, in lieu thereof and upon surrender thereof, a cash payment (without interest) in an amount representing such holder’s proportionate interest in the net proceeds from the sale by the Exchange Agent on behalf of all fractional shares to which a single record holder would be entitled shall be aggregated. (b) Fractional shares such holders of Echo Parent Common Stock that would otherwise be allocable issued. (i) As promptly as practicable following the Effective Time, the Exchange Agent shall determine the excess of (A) the number of whole shares of Parent Common Stock issued and delivered to any the Exchange Agent pursuant to Section 2.4(a) representing the Merger Consideration over (B) the aggregate number of whole shares of Parent Common Stock to be distributed to former holders of SpinCo common stock in Company Common Stock pursuant to Section 2.4 (such excess, the Merger “Parent Excess Shares”). Following the Effective Time, the Exchange Agent shall, on behalf of former holders of Company Common Stock, sell the Parent Excess Shares at the then-prevailing prices on the NYSE. The sale of the Parent Excess Shares by the Exchange Agent shall be aggregated, executed on the NYSE through one or more member firms of the NYSE and no holder of SpinCo common stock shall receive cash equal be executed in round lots to or greater than the value of one full share of Echo Common Stockextent practicable. The Exchange AgentAgent shall use its reasonable best efforts to complete the sale of the Parent Excess Shares as promptly following the Effective Time as is practicable, consistent with obtaining the best execution of such sales in light of prevailing market conditions. Until the net proceeds of such sale or sales have been distributed to the holders of Certificates and Book-Entry Shares formerly representing Company Common Stock, the Exchange Agent shall hold such proceeds in trust for holders of Company Common Stock (the “Parent Shares Trust”). The amount of all commissions, transfer taxes and other out-of-pocket transaction costs, including the expenses and compensation of the Exchange Agent incurred in connection with such sale of Parent Excess Shares shall be paid by the Company. The Exchange Agent shall determine the portion of the Parent Shares Trust to which each former holder of Company Common Stock is entitled, if any, by multiplying that amount of the aggregate net proceeds composing the Parent Shares Trust by a fraction, the numerator of which is the amount of the fractional share interest to which such former holder of Company Common Stock is entitled (after taking into account all shares of Parent Common Stock held as of immediately prior to the Effective Time by such holder) and the Distribution Agent shall cause denominator of which is the whole shares obtained from aggregating aggregate amount of fractional shares that would otherwise remain across share interests to which all former holders of SpinCo common stock to be sold, in the open market or otherwise Company Common Stock are entitled. (ii) As soon as reasonably directed by MCK, and in no case later than 20 business days practicable after the Effective Time. The Exchange Agentdetermination of the amount of cash, if any, to be paid to holders of Certificates and Book-Entry Shares formerly representing Company Common Stock with respect to any fractional share interest, the Distribution Agent, as the case may be, Exchange Agent shall make available the net proceeds thereof, after deducting any required withholding Taxes and brokerage charges, commissions and transfer Taxes, on a pro rata basis, without interest, as soon as practicable such amounts to the such holders of SpinCo common stock entitled to receive such cash. Payment of cash in lieu of fractional shares of Echo Common Stock shall be made solely for the purpose of avoiding the expense Certificates and inconvenience to Echo of issuing fractional shares of Echo Common Stock and shall not represent separately bargainedBook-for consideration. Provided that Echo issues to the relevant agent the number of shares required to be issued by Echo to such agent pursuant to Section 3.3, Echo shall have no liability whatsoever to any holders of SpinCo common stock with respect to cash delivered in lieu of fractional shares. As used herein, the term “Tax” has the meaning set forth in the Tax Matters Agreement (substantially in the form set forth on Exhibit B) to be entered into by and among Echo, MCK and SpinCo prior to the Distribution (the “Tax Matters Agreement”)Entry Shares.

No Fractional Shares. (ai) No certificates or scrip representing fractional shares of Echo Common Stock factional Retained Shares shall be issued upon the conversion surrender for exchange of SpinCo common stock pursuant to Section 3.1Certificates, and such fractional share interests shall not entitle the owner thereof to vote or to any rights of a holder stockholder of Echo Common Stockthe Surviving Corporation. (ii) As promptly as practicable following the Effective Time, the Exchange Agent shall determine the excess of (x) the number of Retained Shares delivered to the Exchange Agent by FSI pursuant to Section 2.05(a) over (y) the aggregate number of whole Retained Shares to be distributed to holders of the Certificates (such excess being herein called the "Excess Shares"). For purposes As soon as practicable after the Effective Time, the Exchange Agent, as agent for the holders of the Certificates, shall sell the Excess Shares at then prevailing prices on the New York Stock Exchange, Inc. (the "NYSE"), all in the manner provided in paragraph (iii) of this Section 3.3, all fractional shares to which a single record holder would be entitled shall be aggregated2.05(g). (biii) Fractional shares The sale of Echo Common Stock that would otherwise the Excess Shares by the Exchange Agent shall be allocable executed on the NYSE through one or more member firms of the NYSE and shall be executed in round lots to any former the extent practicable. FSI shall bear the cost of all related changes and fees of the Exchange Agent, commissions, transfer taxes and other out-of-pocket transaction costs. Until the proceeds of such sale or sales have been distributed to the holders of SpinCo common stock the Certificates, the Exchange Agent shall hold such proceeds in trust for the Merger shall be aggregated, and no holder holders of SpinCo common stock shall receive cash equal to or greater than the value of one full share of Echo Certificates (the "Common StockShares Trust"). The Exchange AgentAgent shall determine the portion of the Common Shares Trust to which each holder of a certificate shall be entitled, if any, by multiplying the amount of the aggregate proceeds comprising the Common Shares Trust by a fraction, the numerator of which is the amount of the fractional share interests to which such holder of a Certificate is entitled and the Distribution Agent shall cause denominator of which is the whole shares obtained from aggregating aggregate amount of fractional shares that would otherwise remain across share interests to which all holders of SpinCo common stock the Certificates are entitled. (iv) As soon as practicable after the determination of the amount of cash to be soldpaid to holders of Certificates in lieu of any fractional share interests, in the open market or otherwise as reasonably directed by MCK, and in no case later than 20 business days after the Effective Time. The Exchange Agent, if any, and the Distribution Agent, as the case may be, Agent shall make available the net proceeds thereof, after deducting any required withholding Taxes and brokerage charges, commissions and transfer Taxes, on a pro rata basissuch amounts, without interest, as soon as practicable to the such holders of SpinCo common stock entitled to receive such cash. Payment of cash Certificates who have surrendered their Certificates in lieu of fractional shares of Echo Common Stock shall be made solely for the purpose of avoiding the expense and inconvenience to Echo of issuing fractional shares of Echo Common Stock and shall not represent separately bargained-for consideration. Provided that Echo issues to the relevant agent the number of shares required to be issued by Echo to such agent pursuant to accordance with this Section 3.3, Echo shall have no liability whatsoever to any holders of SpinCo common stock with respect to cash delivered in lieu of fractional shares. As used herein, the term “Tax” has the meaning set forth in the Tax Matters Agreement (substantially in the form set forth on Exhibit B) to be entered into by and among Echo, MCK and SpinCo prior to the Distribution (the “Tax Matters Agreement”)2.05.

No Fractional Shares. (a) No certificates or scrip representing fractional shares of Echo Common Class A Liberty Media Group Stock shall be issued in the Merger. In lieu of any such fractional shares, each holder of shares of Company Common Stock who would otherwise have been entitled to a fraction of a share of Class A Liberty Media Group Stock upon the conversion surrender of SpinCo common stock Certificates for exchange pursuant to Section 3.1, and such fractional share interests shall not entitle the owner thereof to vote or to any rights of a holder of Echo Common Stock. For purposes of this Section 3.32.4 will be paid an amount in cash (without interest) equal to such holder's proportionate interest in the proceeds from the sale or sales in the open market by the Exchange Agent, on behalf of all such holders, of the aggregate fractional shares to which a single record holder of Class A Liberty Media Group Stock which, but for this Section 2.4(f), would be entitled issuable in the Merger. As soon as practicable following the Effective Time, the Exchange Agent shall be aggregated. determine the excess of (bi) Fractional the number of full shares of Echo Common Class A Liberty Media Group Stock that would otherwise delivered to the Exchange Agent by Parent over (ii) the aggregate number of full shares of Class A Liberty Media Group Stock to be allocable distributed to any former holders of SpinCo common stock in Company Common Stock (such excess being herein called the Merger shall be aggregated, and no holder of SpinCo common stock shall receive cash equal to or greater than the value of one full share of Echo Common Stock"Excess Shares"). The Exchange Agent, if anyas agent for the former holders of Company Common Stock, and shall sell the Distribution Excess Shares at the prevailing prices on the NYSE as soon as practicable after the Closing. The sales of the Excess Shares by the Exchange Agent shall cause be executed on the whole shares obtained from aggregating fractional shares that would otherwise remain across all holders NYSE through one or more member firms of SpinCo common stock the NYSE and shall be executed in round lots to be soldthe extent practicable. All commissions, in the open market or otherwise as reasonably directed by MCK, transfer taxes and in no case later than 20 business days after the Effective Time. The Exchange Agentother out-of-pocket transaction costs, if any, including the expenses and compensation, if any, of the Distribution Exchange Agent, as the case may beincurred in connection with such sale of Excess Shares, shall make available be deducted from the net proceeds thereof, after deducting any required withholding Taxes and brokerage charges, commissions and transfer Taxes, on a pro rata basis, without interest, as soon as practicable to the holders of SpinCo common stock entitled to receive such cash. Payment of cash in lieu of fractional shares of Echo Common Stock shall be made solely for the purpose of avoiding the expense and inconvenience to Echo of issuing fractional shares of Echo Common Stock and shall not represent separately bargained-for consideration. Provided that Echo issues to the relevant agent the number of shares required to be issued by Echo to such agent pursuant to Section 3.3, Echo shall have no liability whatsoever to any holders of SpinCo common stock with respect to cash delivered in lieu of fractional shares. As used herein, the term “Tax” has the meaning set forth in the Tax Matters Agreement (substantially in the form set forth on Exhibit B) to be entered into by and among Echo, MCK and SpinCo prior to the Distribution (the “Tax Matters Agreement”).otherwise

No Fractional Shares. (ai) No certificates or scrip representing fractional shares of Echo Parent Common Stock shall be issued upon the conversion surrender for exchange of SpinCo common stock pursuant Certificates, no dividends or other distributions of Parent shall relate to Section 3.1, such fractional share interests and such fractional share interests shall not entitle the owner thereof to vote or to any rights of a holder stockholder of Echo Common Stock. For purposes of this Section 3.3, all fractional shares to which a single record holder would be entitled shall be aggregatedParent. (bii) Fractional As promptly as practicable following the Effective Time, the Exchange Agent shall determine the excess of (x) the number of full shares of Echo Parent Common Stock that would otherwise delivered to the Exchange Agent by Parent pursuant to Section 2.02(a) over (y) the aggregate number of full shares of Parent Common Stock to be allocable distributed to any former holders of SpinCo common stock Company Common Stock pursuant to Section 2.02(c) (such excess being herein called the “Excess Shares”). Following the Effective Time, the Exchange Agent, as agent for the holders of Company Common Stock, shall sell the Excess Shares at then prevailing prices on the New York Stock Exchange, Inc. (the “NYSE”), all in the Merger manner provided in paragraph (iii) of this Section. (iii) The sale of the Excess Shares by the Exchange Agent shall be aggregated, executed on the NYSE through one or more member firms of the NYSE and no holder of SpinCo common stock shall receive cash equal be executed in round lots to or greater than the value of one full share of Echo Common Stockextent practicable. The Exchange Agent shall use all reasonable efforts to complete the sale of the Excess Shares as promptly following the Effective Time as, in the Exchange Agent’s reasonable judgment, is practicable consistent with obtaining the best execution of such sales in light of prevailing market conditions. Until the proceeds of such sale or sales have been distributed to the holders of Company Common Stock, the Exchange Agent will hold such proceeds in trust for the holders of Company Common Stock (the “Common Shares Trust”). Parent shall pay all commissions, transfer taxes and other out-of-pocket transaction costs, including the expenses and compensation, of the Exchange Agent incurred in connection with such sale of the Excess Shares. The Exchange Agent shall determine the portion of the Common Shares Trust to which each holder of Company Common Stock shall be entitled, if any, by multiplying the amount of the aggregate proceeds comprising the Common Shares Trust by a fraction the numerator of which is the amount of the fractional share interest to which such holder of Company Common Stock is entitled (after taking into account all shares of Company Common Stock held at the Effective Time by such holder) and the Distribution Agent shall cause denominator of which is the whole shares obtained from aggregating aggregate amount of fractional shares that would otherwise remain across share interests to which all holders of SpinCo common stock Company Common Stock are entitled. (iv) Notwithstanding the foregoing provisions of clauses (ii) and (iii) above, Parent may elect, at its option, to pay to each holder of a Certificate an aggregate amount in cash equal to the product obtained by multiplying (A) the fractional share interest to which such holder (after taking into account all shares of Company Common Stock formerly represented by all Certificates surrendered by such holder) would otherwise be sold, in entitled by (B) the open market or otherwise as reasonably directed by MCK, and in no case later than 20 business days after per share closing price of Parent Common Stock on the Effective Time. The Exchange Agent, if any, and last trading day immediately prior to the Distribution AgentClosing Date, as such price is reported on the case may be, NYSE Composite Transaction Tape (as reported by Bloomberg Financial Markets or such other source as the parties shall make available the net proceeds thereof, after deducting any required withholding Taxes and brokerage charges, commissions and transfer Taxes, on a pro rata basis, without interest, as soon as practicable agree in writing). (v) Notwithstanding anything else in this Agreement to the holders contrary, no shares of SpinCo common stock Company Common Stock that are owned by a wholly-owned Subsidiary of the Company shall be entitled to receive cash pursuant to this Section 2.02(e) and no such cash. Payment shares will be taken into account in determining the amount of cash in lieu of fractional shares of Echo Common Stock shall be made solely for the purpose of avoiding the expense and inconvenience to Echo of issuing fractional shares of Echo Common Stock and shall not represent separately bargained-for consideration. Provided that Echo issues to the relevant agent the number of shares required to be issued by Echo to such agent which any other holder is entitled pursuant to this Section 3.3, Echo shall have no liability whatsoever to any holders of SpinCo common stock with respect to cash delivered in lieu of fractional shares. As used herein, the term “Tax” has the meaning set forth in the Tax Matters Agreement (substantially in the form set forth on Exhibit B) to be entered into by and among Echo, MCK and SpinCo prior to the Distribution (the “Tax Matters Agreement”2.02(e).

No Fractional Shares. (a1) No certificates or scrip representing fractional shares of Echo Parent Common Stock shall be issued upon the conversion surrender for exchange of SpinCo common stock pursuant Certificates, no dividend or distribution with respect to Section 3.1, Parent Common Stock shall be payable on or with respect to any fractional share and such fractional share interests shall will not entitle the owner thereof to vote or to any rights of a holder stockholder of Echo Parent. (2) As promptly as practicable following the Effective Time, the Exchange Agent shall determine the excess of (A) the number of full shares of Parent Common Stock delivered to the Exchange Agent by Parent pursuant to Section 2.2(a) over (B) the aggregate number of full shares of Parent Common Stock to be distributed to holders of Company Common Stock pursuant to Section 2.2(b) (such excess being herein called the "Excess Shares"). As soon after the Effective Time as practicable, the Exchange Agent, as agent for such holders of Parent Common Stock. For purposes , shall sell the Excess Shares at then prevailing prices on the New York Stock Exchange, Inc. (the "NYSE"), all in the manner provided in paragraph (3) of this Section 3.3, all fractional shares to which a single record holder would be entitled shall be aggregated2.2(e). (b3) Fractional shares The sale of Echo the Excess Shares by the Exchange Agent shall be executed on the NYSE through one or more member firms of the NYSE and shall be executed in round lots to the extent practicable. Until the net proceeds of any such sale or sales have been distributed to such holders of Company Common Stock, the Exchange Agent will hold such proceeds in trust for such holders of Company Common Stock that would otherwise be allocable to any former holders as part of SpinCo common stock the Exchange Fund. The Company shall pay all commissions, transfer taxes and other out-of-pocket transaction costs of the Exchange Agent incurred in connection with such sale or sales of Excess Shares. In addition, the Merger Company shall be aggregated, pay the Exchange Agent's compensation and no holder of SpinCo common stock shall receive cash equal to expenses in connection with such sale or greater than the value of one full share of Echo Common Stocksales. The Exchange AgentAgent shall determine the portion of such net proceeds to which each holder of Company Common Stock shall be entitled, if any, by multiplying the amount of the aggregate net proceeds by a fraction the numerator of which is the amount of the fractional share interest to which such holder of Company Common Stock is entitled (after taking into account all shares of Parent Common Stock to be issued to such holder) and the Distribution Agent shall cause denominator of which is the whole shares obtained from aggregating aggregate amount of fractional shares that would otherwise remain across share interests to which all holders of SpinCo common stock to be sold, in the open market or otherwise Company Common Stock are entitled. (4) As soon as reasonably directed by MCK, and in no case later than 20 business days practicable after the Effective Time. The Exchange Agentdetermination of the amount of cash, if any, and the Distribution Agent, as the case may be, shall make available the net proceeds thereof, after deducting any required withholding Taxes and brokerage charges, commissions and transfer Taxes, on a pro rata basis, without interest, as soon as practicable to the be paid to holders of SpinCo common stock entitled to receive such cash. Payment of cash in lieu of fractional shares of Echo Company Common Stock shall be made solely for the purpose of avoiding the expense and inconvenience to Echo of issuing fractional shares of Echo Common Stock and shall not represent separately bargained-for consideration. Provided that Echo issues to the relevant agent the number of shares required to be issued by Echo to such agent pursuant to Section 3.3, Echo shall have no liability whatsoever to any holders of SpinCo common stock with respect to cash delivered in lieu of any fractional shares. As used hereinshare interests, the term “Tax” has Exchange Agent shall promptly pay such amounts to such holders of Company Common Stock subject to and in accordance with the meaning set forth in the Tax Matters Agreement (substantially in the form set forth on Exhibit B) to be entered into by and among Echo, MCK and SpinCo prior to the Distribution (the “Tax Matters Agreement”terms of Section 2.2(c).

No Fractional Shares. (a) No certificates or scrip representing Notwithstanding anything herein to the contrary, no fractional shares of Echo Common Stock SharkNinja Ordinary Shares shall be issued upon in connection with the conversion of SpinCo common stock pursuant to Section 3.1Distribution, and any such fractional share interests to which a Spin Off Recipient would otherwise be entitled shall not entitle the owner thereof such Spin Off Recipient to vote or to any other rights as a shareholder of a holder SharkNinja TopCo. In lieu of Echo Common Stock. For purposes any such fractional shares, each Spin Off Recipient who, but for the provisions of this section, Section 3.34.1 and Section 4.2, all fractional shares to which a single record holder would be entitled to receive a fractional share interest of SharkNinja Ordinary Shares pursuant to the Distribution, shall be aggregated. (b) Fractional shares paid cash, without any interest thereon, as hereinafter provided. JS Global will direct the Distribution Agent to determine the number of Echo Common Stock that would otherwise be whole and fractional SharkNinja Ordinary Shares allocable to any former holders of SpinCo common stock each Spin Off Recipient, to aggregate all such fractional shares into whole shares, to sell the whole shares obtained thereby in the Merger shall open market at the then-prevailing prices on behalf of each Spin Off Recipient who otherwise would be aggregatedentitled to receive fractional share interests and to distribute to each such Spin Off Recipient his, and no holder of SpinCo common stock shall receive cash equal to her or greater than the value of one full its ratable share of Echo Common Stockthe total proceeds of such sale, after making appropriate deductions of the amounts required for any applicable withholding and transfer Taxes. The Exchange costs and expenses of such sale and distribution, including brokers fees and commissions will be paid by a member of the SharkNinja Group. The sales of fractional shares shall occur as soon after the Disposition Date as practicable and as determined by the Distribution Agent. None of JS Global, if any, and SharkNinja TopCo or the Distribution Agent shall cause the whole shares obtained from aggregating fractional shares that would otherwise remain across all holders of SpinCo common stock to be sold, in the open market or otherwise as reasonably directed by MCK, and in no case later than 20 business days after the Effective Time. The Exchange Agent, if any, and the Distribution Agent, as the case may be, shall make available the net proceeds thereof, after deducting guarantee any required withholding Taxes and brokerage charges, commissions and transfer Taxes, on a pro rata basis, without interest, as soon as practicable to the holders of SpinCo common stock entitled to receive such cash. Payment of cash in lieu of fractional shares of Echo Common Stock shall be made solely minimum sale price for the purpose of avoiding fractional SharkNinja Ordinary Shares. Neither JS Global nor SharkNinja shall pay any interest on the expense and inconvenience to Echo of issuing fractional shares of Echo Common Stock and shall not represent separately bargained-for consideration. Provided that Echo issues to proceeds from the relevant agent the number of shares required to be issued by Echo to such agent pursuant to Section 3.3, Echo shall have no liability whatsoever to any holders of SpinCo common stock with respect to cash delivered in lieu sale of fractional shares. As used hereinThe Distribution Agent shall have the sole discretion to select the broker-dealers through which to sell the aggregated fractional shares and to determine when, the term “Tax” has the meaning set forth in the Tax Matters Agreement (substantially in the form set forth on Exhibit B) how and at what price to be entered into by and among Echo, MCK and SpinCo prior to sell such shares. Neither the Distribution (Agent nor the “Tax Matters Agreement”)broker-dealers through which the aggregated fractional shares are sold shall be Affiliates of JS Global or SharkNinja TopCo.

No Fractional Shares. (a) No certificates or scrip representing fractional Exchangeable Shares, Preferred Shares or shares of Echo Coors Common Stock shall be issued upon the conversion surrender for exchange of SpinCo common stock certificates pursuant to Section 3.1sections 4.1 or 4.2 and no dividend, stock split or other change in the capital structure of Exchangeco or Coors shall relate to any such fractional security and such fractional share interests shall not entitle the owner thereof to vote or to exercise any rights of as a security holder of Echo Exchangeco or Coors. In lieu of any such fractional securities, each Person otherwise entitled to a fractional interest in an Exchangeable Share, Preferred Share or share of Coors Common Stock will be entitled to receive a cash payment equal to such Person's pro rata portion of the net proceeds after expenses received by the Depositary upon the sale of whole shares representing an accumulation of all fractional interests in Exchangeable Shares, shares of Coors Common Stock. For purposes , or, in the case of this Section 3.3Preferred Shares, all shares of Coors Common Stock for which such fractional shares Preferred Share would otherwise have been exchanged, to which a single record holder would be entitled shall be aggregated. (b) Fractional shares of Echo Common Stock that all such Persons would otherwise be allocable entitled. The Depositary will sell such Exchangeable Shares by private sale (including by way sale through the facilities of any stock exchange upon which the Exchangeable Shares are then listed) as soon as reasonably practicable following the Effective Date. The aggregate net proceeds after expenses of such sale will be distributed by the Depositary, pro rata in relation to the respective fractions, among Persons otherwise entitled to receive fractional interests in Exchangeable Shares. The Depositary will sell such shares of Coors Common Stock (or shares of Coors Common Stock for which such fractional Preferred Share would otherwise have been exchanged) on the NYSE as soon as reasonably practicable following the Effective Date. The aggregate net proceeds after expenses of such sale will be distributed by the Depositary, pro rata in relation to the respective fractions, among Persons otherwise entitled to receive fractional interests in shares of Coors Common Stock (or fractional interests in Preferred Shares which would otherwise have been exchanged for shares of Coors Common Stock). A holder of an Exchangeable Share shall not be entitled to any former holders fraction of SpinCo common stock in a share of Coors Common Stock upon the Merger exercise by Callco of the Liquidation Call Right or the Redemption Call Right and no certificate representing any such fractional interest shall be aggregated, issued and no such holder of SpinCo common stock shall otherwise entitled to a fractional interest will receive cash equal to for such fractional interest from Callco or greater than the value of one full share of Echo Common Stock. The Exchange Agent, if any, and the Distribution Agent shall cause the whole shares obtained from aggregating fractional shares that would otherwise remain across all holders of SpinCo common stock to be sold, in the open market or otherwise as reasonably directed by MCK, and in no case later than 20 business days after the Effective Time. The Exchange Agent, if any, and the Distribution AgentCoors, as the case may be, shall make available on the net proceeds thereof, after deducting any required withholding Taxes and brokerage charges, commissions and transfer Taxes, on designated payment date a pro rata basis, without interest, as soon as practicable to the holders of SpinCo common stock entitled to receive such cash. Payment of cash in lieu of fractional shares of Echo Common Stock shall be made solely for the purpose of avoiding the expense and inconvenience to Echo of issuing fractional shares of Echo Common Stock and shall not represent separately bargained-for consideration. Provided that Echo issues to the relevant agent the number of shares required to be issued by Echo payment equal to such agent pursuant to Section 3.3, Echo shall have no liability whatsoever to any holders of SpinCo common stock with respect to cash delivered in lieu of fractional shares. As used herein, interest multiplied by the term “Tax” has the meaning set forth in the Tax Matters Agreement (substantially in the form set forth on Exhibit B) to be entered into by and among Echo, MCK and SpinCo prior to the Distribution (the “Tax Matters Agreement”)Coors Trading Price.

No Fractional Shares. (a) No certificates or scrip representing fractional shares Notwithstanding anything in this Agreement to the contrary, no fraction of Echo an Amalgamated Company Common Stock Share shall be issued in connection with the Amalgamation. In lieu thereof, any PRE Shareholder or Axis Shareholder who would otherwise have been entitled to a fraction of an Amalgamated Company Common Share, shall be paid upon surrender of their respective PRE Common Shares or Axis Common Shares for exchange (after aggregating all PRE Common Shares or Axis Common Shares of such Person), cash in an amount (without interest) equal to the conversion difference of SpinCo common stock (i) the aggregate number of shares of Amalgamated Company Common Stock to be delivered to the Exchange Agent by Amalgamated Company pursuant to Section 3.1, and such fractional share interests shall not entitle 2.2(b) minus (ii) the owner thereof to vote or to any rights aggregate number of a holder of Echo Common Stock. For purposes of this Section 3.3, all fractional shares to which a single record holder would be entitled shall be aggregated. (b) Fractional whole shares of Echo Amalgamated Company Common Stock that would otherwise to be allocable distributed, in aggregate, to any former holders of SpinCo common stock in the Merger shall be aggregatedAxis Shareholders and the PRE Shareholders pursuant to Sections 2.1(b) and (c) (such excess being, and no holder of SpinCo common stock shall receive cash equal to or greater than the value of one full share of Echo Common Stock“Excess Shares”). The Exchange Agent, if any, and parties acknowledge that payment of the Distribution Agent shall cause the whole shares obtained from aggregating fractional shares that would otherwise remain across all holders of SpinCo common stock to be sold, in the open market or otherwise as reasonably directed by MCK, and in no case later than 20 business days after the Effective Time. The Exchange Agent, if any, and the Distribution Agent, as the case may be, shall make available the net proceeds thereof, after deducting any required withholding Taxes and brokerage charges, commissions and transfer Taxes, on a pro rata basis, without interest, as soon as practicable to the holders of SpinCo common stock entitled to receive such cash. Payment of cash consideration in lieu of issuing fractional shares of Echo Common Stock shall be made solely was not separately bargained-for the purpose consideration but merely represents a mechanical rounding off for purposes of avoiding the expense and inconvenience to Echo of issuing fractional shares of Echo Common Stock and shall not represent separately bargained-for consideration. Provided Amalgamated Company that Echo issues to would otherwise be caused by the relevant agent the number of shares required to be issued by Echo to such agent pursuant to Section 3.3, Echo shall have no liability whatsoever to any holders of SpinCo common stock with respect to cash delivered in lieu issuance of fractional shares. As used hereinsoon as practicable after the Effective Time, the term “Tax” has Exchange Agent, as agent for the meaning set forth holders of the certificates representing shares of Amalgamated Company Common Stock that would otherwise receive fractional shares, shall sell the Excess Shares at then prevailing prices on the NYSE. Such sale of the Excess Shares by the Exchange Agent, as agent for the holders that would otherwise receive fractional shares, shall be executed on the NYSE at then-prevailing market prices and shall be executed in the Tax Matters Agreement (substantially in the form set forth on Exhibit B) to be entered into by and among Echo, MCK and SpinCo prior round lots to the Distribution extent practicable. Until the proceeds of such sale or sales have been distributed to the respective PRE Shareholders and Axis Shareholders (as the case may be), the Exchange Agent shall hold such proceeds in trust for such shareholders (the “Tax Matters AgreementCommon Share Trust”). The Exchange Agent shall reasonably determine the portion of the Common Share Trust to which the respective PRE Shareholders and Axis Shareholders (as the case may be) shall be entitled on a pro rata basis.

No Fractional Shares. (a) No certificates or scrip representing fractional shares of Echo Parent Common Stock shall be issued upon the conversion surrender for exchange of SpinCo common stock Certificates pursuant to Section 3.14.01, and such fractional share interests shall will not entitle the owner thereof to vote or to any rights of a holder stockholder of Echo Common StockParent. For purposes In lieu of this Section 3.3any such fractional shares, all fractional shares to which a single record holder would be entitled shall be aggregated. (b) Fractional shares of Echo Common Stock that would otherwise be allocable to any former holders of SpinCo common stock in the Merger shall be aggregated, and no holder of SpinCo common stock shall receive cash equal to or greater than the value of one full share of Echo Common Stock. The Exchange Agent, if any, and the Distribution Agent shall cause the whole shares obtained from aggregating fractional shares that would otherwise remain across all holders of SpinCo common stock to be sold, in the open market or otherwise as reasonably directed by MCK, and in no case later than 20 business days after the Effective Time. The Exchange Agent, if any, and the Distribution Agent, as the case may be, shall make available the net proceeds thereof, after deducting any required withholding Taxes and brokerage charges, commissions and transfer Taxes, on a pro rata basis, without interestshall, as soon as practicable after the Effective Time, aggregate all such fractional shares and such fractional shares shall be sold by the Exchange Agent as agent for the holders of such fractional shares, at the then prevailing price on the NYSE, all in the manner provided hereinafter. Until the net proceeds of such sale or sales have been distributed to the holders of SpinCo common stock entitled fractional shares, the Exchange Agent shall retain such proceeds in trust for the benefit of such holders as part of the Exchange Fund. The sale of the fractional shares by the Exchange Agent shall be executed on the NYSE or through one or more member firms of the NYSE and will be executed in round lots to receive the extent practicable. The Exchange Agent will determine the portion, if any, of the net proceeds of such cash. Payment of cash in lieu sale to which each holder of fractional shares is entitled by multiplying the amount of Echo Common Stock shall be made solely for the purpose aggregate net proceeds of avoiding the expense and inconvenience to Echo sale of issuing the fractional shares by a fraction the numerator of Echo Common Stock which is the amount of fractional shares to which such holder is entitled and the denominator of which is the aggregate amount of fractional shares to which all holders of fractional shares are entitled. The Company shall not represent separately bargainedpay all commissions, transfer taxes and other out-for consideration. Provided that Echo issues to of-pocket transaction costs, including the relevant agent expenses and compensation of the number Exchange Agent, incurred in connection with such sale of shares required to be issued by Echo to such agent pursuant to Section 3.3, Echo shall have no liability whatsoever to any holders of SpinCo common stock with respect to cash delivered in lieu of fractional shares. As used herein, the term “Tax” has the meaning set forth in the Tax Matters Agreement (substantially in the form set forth on Exhibit B) to be entered into by and among Echo, MCK and SpinCo prior to the Distribution (the “Tax Matters Agreement”)Parent Common Stock.

No Fractional Shares. (a) No certificates or scrip representing Notwithstanding anything herein to the contrary, no fractional shares of Echo Spinco Common Stock shall be issued upon in connection with the conversion of SpinCo common stock pursuant to Section 3.1Liquidation Distribution, and any such fractional share interests to which a Utah shareholder or Utah Newco shareholder, as applicable, would otherwise be entitled shall not entitle the owner thereof such holder to vote or to any other rights as a stockholder of Spinco. In lieu of any such fractional shares, each Utah shareholder or Utah Newco shareholder, as applicable, who, but for the provisions of this Section 3.6, would be entitled to receive a holder fractional share interest of Echo Spinco Common Stock pursuant to the Liquidation Distribution, shall be paid cash, without any interest thereon, as hereinafter provided. Pluto shall instruct the Exchange Agent to determine the number of whole shares and fractional shares of Spinco Common Stock allocable to each Utah shareholder or Utah Newco shareholder, as applicable, to aggregate all such fractional shares into whole shares, to sell the whole shares obtained thereby in the open market at the then-prevailing prices on behalf of each Utah shareholder or Utah Newco shareholder, as applicable, who otherwise would be entitled to receive fractional share interests and to distribute to each such Utah shareholder or Utah Newco shareholder, as applicable, his, her or its ratable share of the total proceeds of such sale, after deducting any applicable Taxes and the costs and expenses of such sale and distribution, including brokers fees and commissions. The sales of fractional shares shall occur as soon after the Effective Time as practicable and as determined by the Exchange Agent. None of the Parties or the Exchange Agent shall guarantee any minimum sale price for the fractional shares of Spinco Common Stock. For purposes None of this Section 3.3, all the Parties shall pay any interest on the proceeds from the sale of fractional shares. The Exchange Agent shall have the sole discretion to select the broker-dealers through which to sell the aggregated fractional shares and to determine when, how and at what price to sell such shares. Neither the Exchange Agent nor the broker-dealers through which a single record holder would be entitled the aggregated fractional shares are sold shall be aggregatedAffiliates of any of the Parties. (b) Fractional shares Solely for purposes of Echo Common Stock that would otherwise be allocable computing fractional share interests pursuant to any former holders this Section 3.6, the beneficial owner of SpinCo common stock Utah Ordinary Shares held of record in the Merger name of a nominee in any nominee account shall be aggregated, and no treated as the holder of SpinCo common stock shall receive cash equal to or greater than the value of one full share of Echo Common Stock. The Exchange Agent, if any, and the Distribution Agent shall cause the whole shares obtained from aggregating fractional shares that would otherwise remain across all holders of SpinCo common stock to be sold, in the open market or otherwise as reasonably directed by MCK, and in no case later than 20 business days after the Effective Time. The Exchange Agent, if any, and the Distribution Agent, as the case may be, shall make available the net proceeds thereof, after deducting any required withholding Taxes and brokerage charges, commissions and transfer Taxes, on a pro rata basis, without interest, as soon as practicable to the holders of SpinCo common stock entitled to receive such cash. Payment of cash in lieu of fractional shares of Echo Common Stock shall be made solely for the purpose of avoiding the expense and inconvenience to Echo of issuing fractional shares of Echo Common Stock and shall not represent separately bargained-for consideration. Provided that Echo issues to the relevant agent the number of shares required to be issued by Echo to such agent pursuant to Section 3.3, Echo shall have no liability whatsoever to any holders of SpinCo common stock record with respect to cash delivered in lieu of fractional such shares. As used herein, the term “Tax” has the meaning set forth in the Tax Matters Agreement (substantially in the form set forth on Exhibit B) to be entered into by and among Echo, MCK and SpinCo prior to the Distribution (the “Tax Matters Agreement”).

No Fractional Shares. (ai) No certificates or scrip representing fractional shares of Echo Xxxxxx Xxxxxxx Common Stock shall be issued upon the conversion surrender for exchange of SpinCo common stock pursuant Certificates, no dividend or distribution with respect to Section 3.1, Xxxxxx Xxxxxxx Common Stock shall be payable on or with respect to any fractional share and such fractional share interests shall will not entitle the owner thereof to vote or to any rights of a holder stockholder of Echo Xxxxxx Xxxxxxx. (ii) As promptly as practicable following the Effective Time, the Exchange Agent shall determine the excess of (x) the number of full shares of Xxxxxx Xxxxxxx Common Stock delivered to the Exchange Agent by Xxxxxx Xxxxxxx pursuant to Section 2.02(a) over (y) the aggregate number of full shares of Xxxxxx Xxxxxxx Common Stock to be distributed to holders of Halter Marine Common Stock pursuant to Section 2.02(b) (such excess being herein called the "Excess Shares"). As soon after the Effective Time as practicable, the Exchange Agent, as agent for such holders of Xxxxxx Xxxxxxx Common Stock. For purposes , shall sell the Excess Shares at then prevailing prices on the New York Stock Exchange ("NYSE"), all in the manner provided in paragraph (iii) of this Section 3.3, all fractional shares to 2.02(e) which a single record holder would be entitled sale transactions shall be aggregatedmade at such times, in such manner and on such terms as the Exchange Agent shall determine in its reasonable discretion. (biii) Fractional shares The sale of Echo the Excess Shares by the Exchange Agent shall be executed on the NYSE through one or more member firms of the NYSE and shall be executed in round lots to the extent practicable. Until the net proceeds of any such sale or sales have been distributed to such holders of Halter Marine Common Stock, the Exchange Agent will hold such proceeds in trust for such holders of Halter Marine Common Stock that would otherwise be allocable to any former holders as part of SpinCo common stock the Exchange Fund. Xxxxxx Xxxxxxx shall pay all commissions, transfer taxes and other out-of-pocket transaction costs of the Exchange Agent incurred in connection with such sale or sales of Excess Shares. In addition, Xxxxxx Xxxxxxx shall pay the Merger shall be aggregated, Exchange Agent's compensation and no holder of SpinCo common stock shall receive cash equal to expenses in connection with such sale or greater than the value of one full share of Echo Common Stocksales. The Exchange AgentAgent shall determine the portion of such net proceeds to which each holder of Halter Marine Common Stock shall be entitled, if any, by multiplying the amount of the aggregate net proceeds by a fraction the numerator of which is the amount of the fractional share interest to which such holder of Halter Marine Common Stock is entitled (after taking into account all shares of Halter Marine Common Stock then held by such holder) and the Distribution Agent shall cause denominator of which is the whole shares obtained from aggregating aggregate amount of fractional shares that would otherwise remain across share interests to which all holders of SpinCo common stock Certificates representing Halter Marine Common Stock are entitled. (iv) Notwithstanding the provisions of Section 2.02(e)(ii) and (iii), Xxxxxx Xxxxxxx may elect at its option, exercised prior to be sold, in the open market or otherwise as reasonably directed by MCK, and in no case later than 20 business days after the Effective Time. , in lieu of the issuance and sale of Excess Shares and the making of the payments hereinabove contemplated, to pay each former holder of Halter Marine Common Stock an amount in cash equal to the product obtained by multiplying (A) the fractional share interest to which such former holder (after taking into account all shares of Halter Marine Common Stock held at the Effective Time by such holder) would otherwise be entitled by (B) the closing price for a share of Xxxxxx Xxxxxxx Common Stock as reported on the NYSE (as reported in The Exchange AgentWall Street Journal or, if not reported thereby, any other authoritative source) on the Closing Date, and, in such case, all references herein to the cash proceeds of the sale of the Excess Shares and similar references shall be deemed to mean and refer to the payments calculated as set forth in this Section 2.02(e)(iv). (v) As soon as practicable after the determination of the amount of cash, if any, and the Distribution Agent, as the case may be, shall make available the net proceeds thereof, after deducting any required withholding Taxes and brokerage charges, commissions and transfer Taxes, on a pro rata basis, without interest, as soon as practicable to the be paid to holders of SpinCo common stock entitled to receive such cash. Payment of cash in lieu of fractional shares of Echo Halter Marine Common Stock shall be made solely for the purpose of avoiding the expense and inconvenience to Echo of issuing fractional shares of Echo Common Stock and shall not represent separately bargained-for consideration. Provided that Echo issues to the relevant agent the number of shares required to be issued by Echo to such agent pursuant to Section 3.3, Echo shall have no liability whatsoever to any holders of SpinCo common stock with respect to cash delivered in lieu of any fractional shares. As used hereinshare interests, the term “Tax” has Exchange Agent shall promptly pay such amounts to such holders of Halter Marine Common Stock subject to and in accordance with the meaning set forth in the Tax Matters Agreement (substantially in the form set forth on Exhibit B) to be entered into by and among Echo, MCK and SpinCo prior to the Distribution (the “Tax Matters Agreement”terms of Section 2.02(c).

No Fractional Shares. (a) No certificates or scrip representing fractional shares of Echo Common Class A Liberty Media -------------------- Group Stock shall be issued in the Merger. In lieu of any such fractional shares, each holder of shares of Company Common Stock who would otherwise have been entitled to a fraction of a share of Class A Liberty Media Group Stock upon the conversion surrender of SpinCo common stock Certificates for exchange pursuant to Section 3.1, and such fractional share interests shall not entitle the owner thereof to vote or to any rights of a holder of Echo Common Stock. For purposes of this Section 3.32.4 will be paid an amount in cash (without interest) equal to such holder's proportionate interest in the proceeds from the sale or sales in the open market by the Exchange Agent, on behalf of all such holders, of the aggregate fractional shares to which a single record holder of Class A Liberty Media Group Stock which, but for this Section 2.4(f), would be entitled issuable in the Merger. As soon as practicable following the Effective Time, the Exchange Agent shall be aggregated. determine the excess of (bi) Fractional the number of full shares of Echo Common Class A Liberty Media Group Stock that would otherwise delivered to the Exchange Agent by Parent over (ii) the aggregate number of full shares of Class A Liberty Media Group Stock to be allocable distributed to any former holders of SpinCo common stock in Company Common Stock (such excess being herein called the Merger shall be aggregated, and no holder of SpinCo common stock shall receive cash equal to or greater than the value of one full share of Echo Common Stock"Excess Shares"). The Exchange Agent, if anyas agent for the former holders of Company Common Stock, and shall sell the Distribution Excess Shares at the prevailing prices on the NYSE as soon as practicable after the Closing. The sales of the Excess Shares by the Exchange Agent shall cause be executed on the whole shares obtained from aggregating fractional shares that would otherwise remain across all holders NYSE through one or more member firms of SpinCo common stock the NYSE and shall be executed in round lots to be soldthe extent practicable. All commissions, in the open market or otherwise as reasonably directed by MCK, transfer taxes and in no case later than 20 business days after the Effective Time. The Exchange Agentother out-of-pocket transaction costs, if any, including the expenses and compensation, if any, of the Distribution Exchange Agent, as the case may beincurred in connection with such sale of Excess Shares, shall make available be deducted from the net proceeds thereof, after deducting any required withholding Taxes and brokerage charges, commissions and transfer Taxes, on a pro rata basis, without interest, as soon as practicable otherwise distributable to the holders of SpinCo common stock entitled Company Common Stock. Until the proceeds of such sale have been distributed to receive the former holders of Company Common Stock, the Exchange Agent will hold such cashproceeds in trust for such former holders (the "Fractional Fund"). Payment As soon as practicable after the determination of the amount of cash to be paid to former holders of Company Common Stock in lieu of any fractional shares of Echo Common Stock interests, the Exchange Agent shall be made solely for the purpose of avoiding the expense and inconvenience to Echo of issuing fractional shares of Echo Common Stock and shall not represent separately bargained-for consideration. Provided that Echo issues to the relevant agent the number of shares required to be issued by Echo make available in accordance with this Agreement such amounts to such agent pursuant to Section 3.3, Echo shall have no liability whatsoever to any holders of SpinCo common stock with respect to cash delivered in lieu of fractional shares. As used herein, the term “Tax” has the meaning set forth in the Tax Matters Agreement (substantially in the form set forth on Exhibit B) to be entered into by and among Echo, MCK and SpinCo prior to the Distribution (the “Tax Matters Agreement”)former holders.

No Fractional Shares. (a) No certificates or scrip representing Notwithstanding anything herein to the contrary, no fractional shares of Echo Organon Common Stock shall be issued upon in connection with the conversion of SpinCo common stock pursuant to Section 3.1Distribution, and any such fractional share interests to which a Record Holder would otherwise be entitled shall not entitle the owner thereof such Record Holder to vote or to any other rights as a shareholder of a holder Organon. In lieu of Echo Common Stock. For purposes any such fractional shares, each Record Holder who, but for the provisions of this Section 3.33.03, all fractional shares to which a single record holder would be entitled to receive a fractional share interest of Organon Common Stock pursuant to the Distribution, shall be aggregated. (b) Fractional paid cash, without any interest thereon, as hereinafter provided. Merck shall instruct the Agent to determine the number of whole shares and fractional shares of Echo Organon Common Stock that would otherwise be allocable to any former holders of SpinCo common stock in the Merger shall be aggregatedeach Record Holder, and no holder of SpinCo common stock shall receive cash equal to or greater than the value of one full share of Echo Common Stock. The Exchange Agentaggregate all such fractional shares into whole shares, if any, and the Distribution Agent shall cause to sell the whole shares obtained from aggregating fractional shares that would otherwise remain across all holders of SpinCo common stock to be sold, thereby in the open market at the then-prevailing prices on behalf of each Record Holder who otherwise would be entitled to receive fractional share interests and to distribute to each such Record Holder his, her or otherwise its ratable share of the total proceeds of such sale, after making appropriate deductions of the amounts required for United States federal income tax withholding purposes and after deducting any applicable transfer Taxes and the costs and expenses of such sale and distribution, including brokers fees and commissions. The sales of fractional shares shall occur as reasonably directed by MCK, and in no case later than 20 business days soon after the Effective Time. The Exchange Agent, if any, and the Distribution Agent, as the case may be, shall make available the net proceeds thereof, after deducting any required withholding Taxes and brokerage charges, commissions and transfer Taxes, on a pro rata basis, without interest, as soon Time as practicable to as determined by the holders Agent. None of SpinCo common stock entitled to receive Merck, Organon or the Agent shall guarantee any minimum sale price for such cashfractional shares. Payment of cash in lieu of fractional shares of Echo Common Stock Neither Merck nor Organon shall be made solely for pay any interest on the purpose of avoiding proceeds from the expense and inconvenience to Echo of issuing fractional shares of Echo Common Stock and shall not represent separately bargained-for consideration. Provided that Echo issues to the relevant agent the number of shares required to be issued by Echo to such agent pursuant to Section 3.3, Echo shall have no liability whatsoever to any holders of SpinCo common stock with respect to cash delivered in lieu sale of fractional shares. As used hereinThe Agent shall have the sole discretion to select the broker-dealers through which to sell the aggregated fractional shares and to determine when, how and at what price to sell such shares. Neither the term “Tax” has Agent nor the meaning set forth in broker-dealers through which the Tax Matters Agreement (substantially in the form set forth on Exhibit B) to aggregated fractional shares are sold shall be entered into by and among Echo, MCK and SpinCo prior to the Distribution (the “Tax Matters Agreement”)Affiliates of Merck or Organon.

No Fractional Shares. (a) No certificates Notwithstanding anything herein to the contrary, no certificate or scrip representing fractional shares of Echo Del Monte Common Stock shall be issued upon in the conversion Merger, and, to the extent the Exchange Ratio would result in any Heinz shareholder as of SpinCo common stock pursuant the Heinz Record Date being entitled to Section 3.1receive a fractional share of Del Monte Common Stock, and such fractional share interests shall will not entitle the owner thereof any such shareholder to vote or to any rights as a stockholder of a holder of Echo Common StockDel Monte. For purposes of this Section 3.3, all All fractional shares to which a single record holder would be entitled shall be aggregated. (b) Fractional shares of Echo interests in Del Monte Common Stock that would otherwise be allocable to any former holders issuable as a result of SpinCo common stock in the Merger shall be aggregatedaggregated and if a fractional interest results from such aggregation, and no the holder of SpinCo common stock otherwise entitled thereto shall receive be entitled to receive, in lieu thereof, an amount in cash equal to or greater than determined by multiplying (i) the value of one full closing sale price per share of Echo Del Monte Common Stock. The Exchange Agent, if any, and Stock on the Distribution Agent shall cause NYSE on the whole shares obtained from aggregating fractional shares that would otherwise remain across all holders of SpinCo common stock to be sold, in the open market or otherwise as reasonably directed by MCK, and in no case later than 20 business days after day preceding the Effective Time. The Exchange Agent, if anythe stock is being traded on such date, and or if the Distribution Agentstock is not being traded on such date, as the case may beclosing sale price per share of Del Monte Common Stock on the NYSE on the first business day that such stock is traded, by (ii) the fraction of a share of Del Monte Common Stock to which such holder would otherwise have been entitled. Del Monte shall timely make available the net proceeds thereof, after deducting any required withholding Taxes and brokerage charges, commissions and transfer Taxes, on a pro rata basis, without interest, as soon as practicable to the holders of SpinCo common stock entitled Exchange Agent any cash necessary to receive such cash. Payment of cash make payments in lieu of fractional shares as aforesaid. Alternatively, Del Monte shall have the option of Echo instructing the Exchange Agent to aggregate all fractional interests in Del Monte Common Stock shall be made solely for resulting from the purpose Merger, sell shares representing such aggregate interests in the public market and distribute to the Heinz shareholders as of avoiding the expense and inconvenience Heinz Record Date who otherwise would have been entitled to Echo of issuing fractional shares a pro rata portion of Echo Common Stock and shall not represent separately bargained-for consideration. Provided that Echo issues to the relevant agent the number proceeds of shares required to be issued by Echo to such agent pursuant to Section 3.3, Echo shall have no liability whatsoever to any holders of SpinCo common stock with respect to cash delivered in lieu of fractional shares. As used herein, the term “Tax” has the meaning set forth in the Tax Matters Agreement (substantially in the form set forth on Exhibit B) to be entered into by and among Echo, MCK and SpinCo prior to the Distribution (the “Tax Matters Agreement”)sale.

No Fractional Shares. (a) No certificates In no event shall any Yamana Shareholder be entitled to a fractional Gold Fields Share or scrip representing a fractional shares Gold Fields ADS. Where the aggregate number of Echo Common Stock Gold Fields Shares or Gold Fields ADSs, as applicable, to be issued to a Yamana Shareholder as consideration under the Arrangement would result in a fraction of a Gold Fields Share or Gold Fields ADS being issuable, the number of Gold Fields Shares or Gold Fields ADSs to be received by such Yamana Shareholder shall be issued upon rounded down to the conversion nearest whole number. In lieu of SpinCo common stock pursuant to Section 3.1, and any such fractional share interests shall not entitle the owner thereof Gold Fields Share or fractional Gold Fields ADS, each Yamana Shareholder otherwise entitled to vote a fractional interest in a Gold Fields Share or to any rights of a holder of Echo Common Stock. For purposes of this Section 3.3, all fractional shares to which a single record holder would Gold Fields ADS will be entitled shall be aggregatedto receive a cash payment equal to an amount representing such Yamana Shareholder’s proportionate interest in the net proceeds from the sale by the Depositary on behalf of all such Yamana Shareholders of the Gold Fields Excess Shares. (b) Fractional shares As promptly as practicable following the Effective Time, the Depositary shall determine the excess of Echo Common Stock that would otherwise the number of Gold Fields Shares and Gold Fields ADSs issued and delivered to the Depositary pursuant to Article 5 representing the Consideration Shares over the aggregate number of whole Consideration Shares to be allocable issued to any Yamana Shareholders pursuant to Section 3.1(d) (such excess, the “Gold Fields Excess Shares”). Following the Effective Time, the Depositary shall, on behalf of the former holders Yamana Shareholders, sell the Gold Fields Excess Shares at the then prevailing prices on the JSE and NYSE, as applicable. The sale of SpinCo common stock in the Merger Gold Fields Excess Shares by the Depositary shall be aggregatedexecuted on the JSE through one or more member firms of the JSE and on the NYSE through one or more members firms of the NYSE, as applicable, and no holder of SpinCo common stock shall receive cash equal be executed in round lots to or greater than the value of one full share of Echo Common Stockextent applicable. The Exchange AgentDepositary shall use its commercially reasonable efforts to complete the sale of the Gold Fields Excess Shares as promptly following the Effective Time as is practicable, consistent with obtaining the best execution of such sales in light of prevailing market conditions. Until the net proceeds of such sale or sales have been distributed to former Yamana Shareholders, the Depositary shall hold such proceeds in trust for such former Yamana Shareholders (the “Gold Fields Share Trust”). The amount of all commissions, transfer taxes and other out-of-pocket transaction costs, including expenses and compensation of the Depositary incurred in connection with such sale of Gold Fields Excess Shares shall be paid by Gold Fields. The Depositary shall determine the portion of the Gold Fields Share Trust to which each former Yamana Shareholder is entitled, if any, by multiplying the amount of the aggregate net proceeds comprising the Gold Fields Share Trust by a fraction, the numerator of which is the amount of the fractional share interest to which such former Yamana Shareholder is entitled (after taking into account all Yamana Shares held as of immediately prior to the Effective Time by such former Yamana Shareholder) and the Distribution Agent shall cause denominator of which is the whole shares obtained from aggregating aggregate amount of fractional shares that would otherwise remain across Gold Fields Shares and Gold Fields ADSs to which all holders of SpinCo common stock to be sold, in the open market or otherwise former Yamana Shareholders are entitled. (c) As soon as reasonably directed by MCK, and in no case later than 20 business days practicable after the Effective Time. The Exchange Agentdetermination of the amount of cash, if any, and the Distribution Agentto be paid to former Yamana Shareholders with respect to any fractional Gold Fields Shares or Gold Fields ADSs, as applicable, the case may be, Depositary shall make available the net proceeds thereof, after deducting any required withholding Taxes and brokerage charges, commissions and transfer Taxes, on a pro rata basis, without interestor deliver, as soon as practicable to the holders of SpinCo common stock entitled to receive applicable, such cash. Payment of cash in lieu of fractional shares of Echo Common Stock shall be made solely for the purpose of avoiding the expense and inconvenience to Echo of issuing fractional shares of Echo Common Stock and shall not represent separately bargained-for consideration. Provided that Echo issues to the relevant agent the number of shares required to be issued by Echo amounts to such agent pursuant to Section 3.3, Echo shall have no liability whatsoever to any holders former Yamana Shareholders in accordance instructions with the Letter of SpinCo common stock with respect to cash delivered in lieu of fractional shares. As used herein, the term “Tax” has the meaning set forth in the Tax Matters Agreement (substantially in the form set forth on Exhibit B) to be entered into by Transmittal and among Echo, MCK and SpinCo prior to the Distribution (the “Tax Matters Agreement”)Election Form.

No Fractional Shares. (ai) No fractional Parent Common Shares shall be issued in connection with the Merger and no certificates or scrip representing fractional shares of Echo Parent Common Stock Shares shall be issued upon delivered on the conversion of SpinCo common stock shares of Company Common Stock pursuant to Section 3.12.1(a)(i). Each holder of shares of Company Common Stock who would otherwise have been entitled to receive as a result of the Merger a fraction of a Parent Common Share (after aggregating all shares represented by the Common Certificates and Common Book-Entry Shares delivered by such holder) shall receive, and in lieu of such fractional share interests shall not entitle Parent Common Share, cash (without interest) in an amount (rounded down to the owner thereof nearest cent) representing such holder’s proportionate interest in the net proceeds from the sale by the Exchange Agent, on behalf of all such holders, of the aggregated number of fractional Parent Common Shares that would otherwise have been issuable to vote or to any rights such holders as part of a holder of Echo Common Stock. For purposes of this Section 3.3, all fractional shares to which a single record holder would be entitled shall be aggregatedthe Merger Consideration (the “Fractional Share Cash Amount”). (bii) Fractional shares of Echo Common Stock that would otherwise be allocable to any former holders of SpinCo common stock in the Merger shall be aggregated, and no holder of SpinCo common stock shall receive cash equal to or greater than the value of one full share of Echo Common Stock. The Exchange Agent, if any, and the Distribution Agent shall cause the whole shares obtained from aggregating fractional shares that would otherwise remain across all holders of SpinCo common stock to be sold, in the open market or otherwise As soon as reasonably directed by MCK, and in no case later than 20 business days practicable after the Effective Time, the Exchange Agent shall, on behalf of all such holders of fractional Parent Common Shares, effect the sale of all such Parent Common Shares that would otherwise have been issuable as part of the Merger Consideration at the then-prevailing prices on the NYSE through one or more member firms of the NYSE. After the proceeds of such sale have been received, the Exchange Agent shall determine the applicable Fractional Share Cash Amount payable to each applicable holder and shall make such amounts available to such holders in accordance with Section 2.2(b). The Exchange Agent, if any, and the Distribution Agent, as the case may be, shall make available the net proceeds thereof, after deducting any required withholding Taxes and brokerage charges, commissions and transfer Taxes, on a pro rata basis, without interest, as soon as practicable to the holders of SpinCo common stock entitled to receive such cash. Payment payment of cash in lieu of fractional shares of Echo Parent Common Stock shall be made solely for the purpose of avoiding the expense and inconvenience Shares to Echo of issuing fractional shares of Echo Common Stock and shall such holders is not represent a separately bargained-for consideration. Provided that Echo issues to consideration and solely represents a mechanical rounding-off of the relevant agent the number of shares required to be issued by Echo to such agent pursuant to Section 3.3, Echo shall have no liability whatsoever to any holders of SpinCo common stock with respect to cash delivered in lieu of fractional shares. As used herein, the term “Tax” has the meaning set forth fractions in the Tax Matters Agreement exchange. (substantially iii) No such holder shall be entitled to dividends, voting rights or any other rights in respect of any fractional Parent Common Share that would otherwise have been issuable as part of the form set forth on Exhibit B) to be entered into by and among Echo, MCK and SpinCo prior to the Distribution (the “Tax Matters Agreement”)Merger Consideration.

No Fractional Shares. (a) No certificates or scrip representing fractional shares of Echo Parent Common Stock shall be issued upon in the conversion Merger, but in lieu thereof each holder of SpinCo common stock pursuant Shares otherwise entitled to a fractional share of Parent Common Stock will be entitled to receive, from the Exchange Agent in accordance with the provisions of this Section 3.12.02, and a cash payment in lieu of such fractional share interests shall not entitle the owner thereof to vote or to any rights of a holder of Echo Common Stock. For purposes of this Section 3.3, all fractional shares to which a single record holder would be entitled shall be aggregated. (b) Fractional shares of Echo Parent Common Stock that would otherwise be allocable to any former holders of SpinCo common stock in the Merger shall be aggregated, and no holder of SpinCo common stock shall receive cash equal to or greater than the value of one full share of Echo Common Stock. The Exchange Agentrepresenting such holder’s proportionate interest, if any, and in the Distribution proceeds from the sale by the Exchange Agent shall cause (reduced by any fees of the Exchange Agent attributable to such sale) in one or more transactions of shares of Parent Common Stock equal to the excess of (A) the aggregate number of shares of Parent Common Stock to be delivered to the Exchange Agent by Parent pursuant to Section 2.01 representing the Merger Consideration over (B) the aggregate number of whole shares obtained from aggregating fractional shares that would otherwise remain across all holders of SpinCo common stock Parent Common Stock to be sold, in the open market or otherwise as reasonably directed by MCK, and in no case later than 20 business days after the Effective Time. The Exchange Agent, if any, and the Distribution Agent, as the case may be, shall make available the net proceeds thereof, after deducting any required withholding Taxes and brokerage charges, commissions and transfer Taxes, on a pro rata basis, without interest, as soon as practicable distributed to the holders of SpinCo common stock entitled Shares pursuant to receive Section 2.01 (such cashexcess being herein called the “Excess Shares”). Payment The parties acknowledge that payment of this cash consideration in lieu of issuing fractional shares of Echo Parent Common Stock shall be made solely was not separately bargained-for the purpose consideration but merely represents a mechanical rounding off for purposes of avoiding the expense and inconvenience to Echo Parent that would otherwise be caused by the issuance of issuing fractional shares of Echo Parent Common Stock. As soon as practicable after the Effective Time, the Exchange Agent, as agent for the holders of Shares that would otherwise receive fractional shares of Parent Common Stock, shall sell the Excess Shares at the then prevailing prices on NASDAQ in the manner provided in the following paragraph. (b) The sale of the Excess Shares by the Exchange Agent shall be executed on the NASDAQ and shall be executed in round lots to the extent reasonably practicable. Until the net proceeds of such sale or sales have been distributed to the holders of Shares, the Exchange Agent shall hold such net proceeds in trust for the holders of Shares that would otherwise receive fractional shares of Parent Common Stock (the “Common Shares Trust”). The Exchange Agent shall determine the portion of the Common Shares Trust to which each holder of Shares shall be entitled, if any, by multiplying the amount of the aggregate net proceeds comprising the Common Shares Trust (after the sale of all Excess Shares) by a fraction, the numerator of which is the amount of the fractional shares to which such former holder of Shares would otherwise be entitled and shall not represent separately bargained-for consideration. Provided that Echo issues the denominator of which is the aggregate amount of fractional shares to which all former holders of Shares would otherwise be entitled. (c) As soon as reasonably practicable after the relevant agent determination of the number amount of shares required cash, if any, to be issued by Echo paid to such agent pursuant to Section 3.3, Echo shall have no liability whatsoever to any holders of SpinCo common stock with respect to cash delivered Shares in lieu of any fractional shares. As used hereinshares of Parent Common Stock, the term “Tax” has the meaning set forth Exchange Agent shall make available such amounts to such former holders of Shares without interest, subject to and in the Tax Matters Agreement (substantially in the form set forth on Exhibit B) to be entered into by and among Echo, MCK and SpinCo prior to the Distribution (the “Tax Matters Agreement”)accordance with Section 2.03.

No Fractional Shares. (ai) No certificates or scrip representing fractional shares of Echo Common Domesticated Parent Stock or book-entry credit of the same shall be issued upon the on conversion of SpinCo common stock pursuant to Section 3.1Common Stock and/or SpinCo Equity Awards, and such fractional share interests shall will not entitle the owner thereof to vote vote, or to any other rights of a holder stockholder of Echo Common StockParent. For purposes of this Section 3.3, all All fractional shares to which a single record holder would be entitled shall be aggregated. (b) Fractional shares of Echo Domesticated Parent Common Stock that a holder of shares of SpinCo Common Stock would otherwise be allocable entitled to any former holders receive as a result of SpinCo common stock in the Merger shall be aggregated, and no holder of SpinCo common stock shall receive cash equal to or greater than aggregated by the value of one full share of Echo Common StockExchange Agent. The Exchange Agent, if any, and the Distribution Agent shall cause the whole shares obtained from aggregating fractional shares thereby to be sold on behalf of such holders that would otherwise remain across all holders have been entitled to receive a fractional share of SpinCo common stock Domesticated Parent Common Stock pursuant to be sold, the Merger in the open market (or otherwise as reasonably directed by MCKParent), in each case at then-prevailing market prices as soon as reasonably practicable and in no case later than 20 business days ten (10) Business Days after the Effective Time. The Exchange Agent, if any, and the Distribution Agent, as the case may be, Agent shall make available the net proceeds thereof, after deducting subject to the deduction of the amount of any required withholding Taxes as contemplated in Section 3.2(j) and brokerage charges, commissions and transfer conveyance and similar Taxes, to the holders of SpinCo Common Stock that would otherwise have been entitled to receive a fractional share of Domesticated Parent Common Stock pursuant to the Merger (after the aggregation contemplated by this Section 3.2(e)) on a pro rata basisbasis based on such fractional interest, without interest, as soon as practicable to the holders of SpinCo common stock entitled to receive such cashthereafter. Payment The payment of cash in lieu of fractional shares of Echo Common Stock shall be made is solely for the purpose of avoiding the expense and inconvenience to Echo of issuing fractional shares of Echo Common Stock and shall does not represent separately bargained-for consideration. Provided that Echo issues . (ii) Notwithstanding anything to the relevant agent the number contrary herein, no fraction of shares required to an Earnout Share will be issued by Echo to such agent pursuant to Section 3.3virtue of the Merger, Echo shall have no liability whatsoever to any holders and each holder of SpinCo common stock with respect Common Stock and/or SpinCo Equity Awards who would otherwise be entitled to cash delivered a fraction of an Earnout Share (after aggregating all fractional Earnout Shares that otherwise would be received by such holder of SpinCo Common Stock and/or SpinCo Equity Awards) shall not receive from Parent any shares of Domesticated Parent Stock or other consideration in lieu of any such fractional shares. As used herein, the term “Tax” has the meaning set forth in the Tax Matters Agreement (substantially in the form set forth on Exhibit B) to be entered into by and among Echo, MCK and SpinCo prior to the Distribution (the “Tax Matters Agreement”)share.

No Fractional Shares. (a) No certificates or scrip representing fractional shares of Echo Acquiror Common Stock shall be issued upon the conversion surrender for exchange of SpinCo common stock certificates representing shares of Company Common Stock or Company Convertible Preferred Stock, as the case may be, pursuant to Section 3.1this Article III and no dividend, stock split or other change in the capital structure of Acquiror shall relate to any fractional security, and such fractional share interests shall not entitle the owner thereof to vote or to any rights of a security holder. In lieu of any such fractional shares of Acquiror Common Stock, each holder of Echo Common Stock. For purposes of this Section 3.3, all fractional shares to which a single record holder would be entitled shall be aggregated. (b) Fractional shares of Echo Company Common Stock that would otherwise be allocable to any former holders of SpinCo common stock in the Merger shall be aggregated, and no holder of SpinCo common stock shall receive cash equal to or greater than the value of one full share of Echo Common Company Convertible Preferred Stock. The Exchange Agent, if any, and the Distribution Agent shall cause the whole shares obtained from aggregating fractional shares that would otherwise remain across all holders of SpinCo common stock to be sold, in the open market or otherwise as reasonably directed by MCK, and in no case later than 20 business days after the Effective Time. The Exchange Agent, if any, and the Distribution Agent, as the case may be, shall make available who would otherwise have been entitled to a fraction of a share of Acquiror Common Stock upon surrender of certificates for exchange pursuant to this Article III will be paid cash upon such surrender in an amount equal to the net proceeds thereofproduct of such fraction multiplied by the closing sale price of one share of Acquiror Common Stock on the NYSE on the day of the Effective Time, after deducting any required withholding Taxes and brokerage chargesor, commissions and transfer Taxesif shares of Acquiror Common Stock are not so traded on such day, the closing sale price of one such share on a pro rata basisthe next preceding day on which such share was traded on the NYSE. For purposes of this Section 3.4, without interestshares of Company Common Stock or Company Convertible Preferred Stock, as soon as practicable to the holders case may be, of SpinCo common stock entitled to receive such cash. Payment any holder represented by two or more certificates may be aggregated, and in no event shall any holder be paid an amount of cash in lieu respect of fractional shares more than one share of Echo Acquiror Common Stock shall be made solely for the purpose of avoiding the expense and inconvenience to Echo of issuing fractional shares of Echo Common Stock and shall not represent separately bargained-for consideration. Provided that Echo issues to the relevant agent the number of shares required to be issued by Echo to such agent pursuant to Section 3.3, Echo shall have no liability whatsoever to any holders of SpinCo common stock with respect to cash delivered in lieu of fractional shares. As used herein, the term “Tax” has the meaning set forth in the Tax Matters Agreement (substantially in the form set forth on Exhibit B) to be entered into by and among Echo, MCK and SpinCo prior to the Distribution (the “Tax Matters Agreement”)Stock.

No Fractional Shares. (a) No fractional shares of Parent Stock shall be issued in connection with the Merger, no certificates or scrip representing fractional shares of Echo Common Parent Stock shall be issued delivered upon the conversion of SpinCo common stock Company Stock pursuant to Section 3.1, 2.05 and such fractional share interests shall not entitle the owner thereof to vote or to any other rights of a holder of Echo Common shares of Parent Stock. For purposes Notwithstanding any other provision of this Section 3.3Agreement, all fractional each holder of shares of Company Stock converted pursuant to which a single record holder the Merger who otherwise would be entitled shall to receive a fraction of a share of Parent Stock (after aggregating all shares of Company Stock represented by Certificates or Book-Entry Shares held by such holder) will be aggregatedpaid an amount in cash (without interest) equal to an amount representing such holder’s proportionate interest in the net proceeds from the sale by the Exchange Agent on behalf of all such holders of the shares of Parent Stock that would otherwise be issued to such holders pursuant to Section 2.07(b). (b) Fractional As promptly as practicable following the Effective Time, the Exchange Agent shall determine the excess of (i) the number of whole shares of Echo Common Parent Stock that would otherwise issued and delivered to the Exchange Agent pursuant to Section 2.08(a) representing the Merger Consideration over (ii) the aggregate number of whole shares of Parent Stock to be allocable distributed to any former holders of SpinCo common stock in Company Stock pursuant to Section 2.08 (such excess, the Merger “Parent Excess Shares”). Following the Effective Time, the Exchange Agent shall, on behalf of former holders of Company Stock, sell the Parent Excess Shares at the then-prevailing prices on the NYSE. The sale of the Parent Excess Shares by the Exchange Agent shall be aggregated, executed on the NYSE through one or more member firms of the NYSE and no holder of SpinCo common stock shall receive cash equal be executed in round lots to or greater than the value of one full share of Echo Common Stockextent practicable. The Exchange AgentAgent shall use its reasonable best efforts to complete the sale of the Parent Excess Shares as promptly following the Effective Time as is practicable, consistent with obtaining the best execution of such sales in light of prevailing market conditions. Until the net proceeds of such sale or sales have been distributed to the holders of Certificates and Book-Entry Shares formerly representing Company Stock, the Exchange Agent shall hold such proceeds in trust for holders of Company Stock (the “Parent Shares Trust”). The amount of all commissions, transfer taxes and other out-of-pocket transaction costs, including the expenses and compensation of the Exchange Agent incurred in connection with such sale of Parent Excess Shares shall be paid by the Company. The Exchange Agent shall determine the portion of the Parent Shares Trust to which each former holder of Company Stock is entitled, if any, by multiplying that amount of the aggregate net proceeds composing the Parent Shares Trust by a fraction, the numerator of which is the amount of the fractional share interest to which such former holder of Company Stock is entitled (after taking into account all shares of Parent Stock held as of immediately prior to the Effective Time by such holder) and the Distribution Agent shall cause denominator of which is the whole shares obtained from aggregating aggregate amount of fractional shares that would otherwise remain across share interests to which all former holders of SpinCo common stock to be sold, in Company Stock are entitled (such product being the open market or otherwise “Fractional Share Cash Amount”). (c) As soon as reasonably directed by MCK, and in no case later than 20 business days practicable after the Effective Time. The Exchange Agentdetermination of the amount of cash, if any, to be paid to holders of Certificates and Book-Entry Shares formerly representing Company Stock with respect to any fractional share interest, the Distribution Agent, as the case may be, Exchange Agent shall make available the net proceeds thereof, after deducting any required withholding Taxes and brokerage charges, commissions and transfer Taxes, on a pro rata basis, without interest, as soon as practicable such amounts to the such holders of SpinCo common stock entitled to receive such cash. Payment of cash in lieu of fractional shares of Echo Common Stock shall be made solely for the purpose of avoiding the expense Certificates and inconvenience to Echo of issuing fractional shares of Echo Common Stock and shall not represent separately bargainedBook-for consideration. Provided that Echo issues to the relevant agent the number of shares required to be issued by Echo to such agent pursuant to Section 3.3, Echo shall have no liability whatsoever to any holders of SpinCo common stock with respect to cash delivered in lieu of fractional shares. As used herein, the term “Tax” has the meaning set forth in the Tax Matters Agreement (substantially in the form set forth on Exhibit B) to be entered into by and among Echo, MCK and SpinCo prior to the Distribution (the “Tax Matters Agreement”)Entry Shares.

No Fractional Shares. (a) No certificates or scrip representing fractional shares of Echo Parent Common Stock shall be issued upon the conversion of SpinCo common stock Company Common Stock pursuant to Section 3.12.01. Notwithstanding any other provision of this Agreement, and such fractional share interests shall not entitle each holder of shares of Company Common Stock converted pursuant to the owner thereof Merger who would otherwise have been entitled to vote or to any rights receive a fraction of a holder share of Echo Parent Common Stock. For purposes Stock (after taking into account all Certificates delivered by such holder) shall be entitled to receive, from the Exchange Agent in accordance with the provisions of this Section 3.32.02(e), all a cash payment in lieu of such fractional shares to which a single record holder would be entitled shall be aggregated. (b) Fractional shares of Echo Common Stock that would otherwise be allocable to any former holders of SpinCo common stock in the Merger shall be aggregated, and no holder of SpinCo common stock shall receive cash equal to or greater than the value of one full share of Echo Common Stock. The Exchange Agentrepresenting such holder’s proportionate interest, if any, and in the Distribution proceeds from the sale by the Exchange Agent shall cause (reduced by any fees of the Exchange Agent attributable to such sale) (as so reduced, the “proceeds”) in one or more transactions of Parent Common Stock equal to the excess of (i) the aggregate number of shares of Parent Common Stock to be delivered to the Exchange Agent by Parent pursuant to Section 2.02(a) over (ii) the aggregate number of whole shares obtained from aggregating fractional shares that would otherwise remain across all holders of SpinCo common stock Parent Common Stock to be sold, in the open market or otherwise as reasonably directed by MCK, and in no case later than 20 business days after the Effective Time. The Exchange Agent, if any, and the Distribution Agent, as the case may be, shall make available the net proceeds thereof, after deducting any required withholding Taxes and brokerage charges, commissions and transfer Taxes, on a pro rata basis, without interest, as soon as practicable distributed to the holders of SpinCo common stock entitled Certificates pursuant to receive Section 2.02(b) (such cashexcess being, the “Excess Shares”). Payment The parties acknowledge that payment of the cash proceeds in lieu of issuing certificates or scrip for fractional shares of Echo Common Stock shall be made solely was not separately bargained-for the purpose consideration but merely represents a mechanical rounding off for purposes of avoiding the expense and inconvenience to Echo of issuing fractional shares of Echo Common Stock and shall not represent separately bargained-for consideration. Provided Parent that Echo issues to would otherwise be caused by the relevant agent the number of shares required to be issued by Echo to such agent pursuant to Section 3.3, Echo shall have no liability whatsoever to any holders of SpinCo common stock with respect to cash delivered in lieu issuance of fractional shares. As used hereinsoon as practicable after the Effective Time, the term Exchange Agent, as agent for the holders of the Certificates representing Parent Common Stock, shall sell the Excess Shares at then-prevailing prices on the New York Stock Exchange (“Tax” has the meaning set forth NYSE”) in the Tax Matters Agreement (substantially manner provided in this Section 2.02(e). The sale of the form set forth Excess Shares by the Exchange Agent, for the benefit of the holders that would otherwise receive fractional shares, shall be executed on Exhibit B) to the NYSE at then-prevailing market prices and shall be entered into by and among Echo, MCK and SpinCo prior executed in round lots to the Distribution extent practicable. Until the proceeds of such sale or sales have been distributed to the holders of shares of Company Common Stock, or the Exchange Fund is terminated, the Exchange Agent shall hold such proceeds in trust for the benefit of the holders of shares of Company Common Stock (the “Tax Matters AgreementFractional Share Proceeds”). The Exchange Agent shall determine the portion of the Fractional Share Proceeds to which each holder of shares of Company Common Stock shall be entitled, if any, by multiplying the amount of the aggregate proceeds comprising the Fractional Share Proceeds by a fraction, the numerator of which is the amount of the fractional share interest to which such holder of shares of Company Common Stock would otherwise be entitled and the denominator of which is the aggregate amount of fractional share interests to which all holders of shares of Company Common Stock would otherwise be entitled.

No Fractional Shares. (ai) No certificates or scrip representing fractional shares of Echo Parent Common Stock shall will be issued upon the conversion surrender for exchange of SpinCo common stock pursuant Company Certificates or Book-Entry Shares, no dividend or distribution of Parent will relate to Section 3.1, such fractional share interests and such fractional share interests shall will not entitle the owner thereof to vote or to any rights of a holder stockholder of Echo Common Stock. For purposes of this Section 3.3, all fractional shares to which a single record holder would be entitled shall be aggregatedParent. (bii) Fractional Notwithstanding any other provision of this Agreement, each holder of shares of Echo Company Common Stock that converted pursuant to the Merger who would otherwise be allocable entitled to any former holders receive a fraction of SpinCo common stock a share of Parent Common Stock (after taking into account all shares of Company Common Stock held at the Effective Time by such holder) shall receive, in lieu thereof, an amount in cash (rounded up to the Merger shall be aggregated, nearest whole cent and no holder of SpinCo common stock shall receive cash without interest) equal to or greater than the value of one full product obtained by multiplying (A) the fractional share interest to which such former holder would otherwise be entitled (rounded up to the nearest ten thousandth when expressed in decimal form) by (B) the average closing price for a share of Echo Parent Common Stock. Stock as reported on the Nasdaq (as reported in The Exchange AgentWall Street Journal, or, if not reported thereby, any other authoritative source) for the ten consecutive trading days ending with the fifth complete trading day prior to, but not including, the Closing Date (the “Average Closing Price”). (iii) As soon as practicable after the determination of the amount of cash, if any, and the Distribution Agent shall cause the whole shares obtained from aggregating fractional shares that would otherwise remain across all to be paid to holders of SpinCo common stock Company Certificates or Book-Entry Shares formerly representing shares of Company Common Stock with respect to be soldany fractional share interests, in the open market or otherwise as reasonably directed by MCK, and in no case later than 20 business days after the Effective Time. The Exchange Agent, if any, and the Distribution Agent, as the case may be, Agent shall make available the net proceeds thereof, after deducting any required withholding Taxes and brokerage charges, commissions and transfer Taxes, on a pro rata basis, without interest, as soon as practicable such amounts to the such holders of SpinCo common stock entitled Company Certificates or Book-Entry Shares formerly representing shares of Company Common Stock subject to receive such cash. Payment and in accordance with the terms of Section 2.2(c). (iv) The parties hereto acknowledge that the payment of cash in lieu of fractional shares of Echo Common Stock shall be made is solely for the purpose of avoiding the expense and inconvenience to Echo Parent of issuing and maintaining fractional shares of Echo Common Stock and shall does not represent separately bargained-bargained for consideration. Provided that Echo issues to the relevant agent the number of shares required to be issued by Echo to such agent pursuant to Section 3.3, Echo shall have no liability whatsoever to any holders of SpinCo common stock with respect to cash delivered in lieu of fractional shares. As used herein, the term “Tax” has the meaning set forth in the Tax Matters Agreement (substantially in the form set forth on Exhibit B) to be entered into by and among Echo, MCK and SpinCo prior to the Distribution (the “Tax Matters Agreement”).

No Fractional Shares. (a) No certificates certificates, American depositary receipts or scrip representing fractional shares of Echo Common Stock Parent ADSs shall be issued distributed upon the conversion of SpinCo common stock Company Common Stock pursuant to Section 3.12.01, no dividends or other distributions of Parent shall relate to such fractional Parent ADS interests and such fractional share Parent ADS interests shall will not entitle the owner thereof to vote or to any rights of a holder shareholder of Echo Common StockParent. For purposes of this Section 3.3, all All fractional shares entitlements to a Parent ADS to which a single record holder of Company Common Stock would be otherwise entitled to receive shall be aggregated. aggregated by the Exchange Agent and rounded to three decimal points. In lieu of such fractional Parent ADS entitlements, the Parent Entities shall pay to each holder of a Certificate (bupon surrender thereof as provided in this Article II) Fractional shares or Book-Entry Share an amount in cash in U.S. dollars, without interest, rounded to the nearest cent, as determined below. As promptly as practicable after the Effective Time, the Exchange Agent shall determine the excess of Echo Common Stock that would otherwise (i) the aggregate number of Parent ADSs (rounded up to the nearest whole number) to be allocable issued as Merger Consideration over (ii) the aggregate whole number of Parent ADSs to any former be distributed to holders of SpinCo common stock Certificates or Book-Entry Shares pursuant to the provisions of this Article II and after giving effect to this Section 2.02(i) (such excess being herein referred to as the “Excess Shares”). As promptly as practicable after the Effective Time, the Exchange Agent, as agent for the applicable holders of Certificates or Book-Entry Shares, shall sell the Excess Shares at then-prevailing prices on the New York Stock Exchange (the “NYSE”), all in the Merger manner provided herein. The sale of the Excess Shares by the Exchange Agent shall be aggregatedexecuted on the NYSE and shall be executed in round lots to the extent practicable. Until the net proceeds of any such sale or sales have been distributed to such holders of Certificates or Book-Entry Shares, the Exchange Agent shall hold such proceeds in escrow for the benefit of such holders. The net proceeds of any such sale or sales of Excess Shares to be distributed to such holders of Certificates or Book-Entry Shares shall be reduced by any and no holder all commissions, transfer Taxes and other out-of-pocket transaction costs, as well as any expenses, of SpinCo common stock shall receive cash equal to the Exchange Agent incurred in connection with such sale or greater than the value of one full share of Echo Common Stocksales. The Exchange AgentAgent shall determine the portion of such net proceeds (subject to customary rounding) to which each applicable holder of Certificates or Book-Entry Shares shall be entitled, if any, and by multiplying the Distribution Agent shall cause the whole shares obtained from aggregating fractional shares that would otherwise remain across all holders amount of SpinCo common stock to be sold, in the open market or otherwise as reasonably directed by MCK, and in no case later than 20 business days after the Effective Time. The Exchange Agent, if any, and the Distribution Agent, as the case may be, shall make available the net proceeds thereoffrom the sale of Excess Shares on the NYSE as contemplated above by a fraction, the numerator of which is the amount of the fractional Parent ADS interest to which such holder of Certificates or Book-Entry Shares is entitled (after deducting any required withholding Taxes taking into account all Certificates and brokerage charges, commissions Book-Entry Shares exchanged by such holder) and transfer Taxes, on a pro rata basis, without interest, as the denominator of which is the aggregate amount of fractional Parent ADS interests to which all applicable holders of Certificates or Book-Entry Shares are entitled. As soon as practicable after the determination of the amount of cash to the be paid to such holders of SpinCo common stock entitled Certificates or Book-Entry Shares with respect to receive any fractional Parent ADS interests, the Exchange Agent shall promptly pay such cashamounts, subject to customary rounding, to such holders subject to and in accordance with this Section 2.02(i). Payment The parties hereto acknowledge that payment of the cash consideration in lieu of fractional shares of Echo Common Stock shall be made solely for the purpose of avoiding the expense and inconvenience to Echo of issuing fractional shares of Echo Common Stock and shall Parent ADS entitlements is not represent separately bargained-for consideration. Provided that Echo issues to consideration but merely represents a mechanical rounding off as the relevant agent Deposit Agreement does not permit the number of shares required to be issued by Echo to such agent pursuant to Section 3.3, Echo shall have no liability whatsoever to any holders of SpinCo common stock with respect to cash delivered in lieu issuance of fractional shares. As used herein, the term “Tax” has the meaning set forth in the Tax Matters Agreement (substantially in the form set forth on Exhibit B) to be entered into by and among Echo, MCK and SpinCo prior to the Distribution (the “Tax Matters Agreement”)Parent ADSs.

No Fractional Shares. (ai) No certificates or scrip representing fractional shares of Echo Parent Common Stock shall be issued upon the conversion surrender for exchange of SpinCo common stock Company Common Stock pursuant to Section 3.12.01, and such fractional share interests shall not entitle the owner thereof to vote or to any rights of a holder of Echo Parent Common Stock. For purposes Notwithstanding any other provision of this Agreement, each holder of shares of Company Common Stock converted pursuant to the Initial Merger who would otherwise have been entitled to receive a fraction of a share of Parent Common Stock (after taking into account all shares of Company Common Stock exchanged by such holder) shall receive, in lieu thereof, cash (without interest) in an amount calculated in accordance with this Section 3.3, all fractional shares to which a single record holder would be entitled shall be aggregated2.01(d). (bii) Fractional As promptly as practicable following the Effective Time, the Exchange Agent shall determine the excess of (A) the number of whole shares of Echo Parent Common Stock that would otherwise delivered to the Exchange Agent by Parent pursuant to Section 2.04(a) representing the Merger Consideration over (B) the aggregate number of whole shares of Parent Common Stock to be allocable distributed to any former holders of SpinCo common stock in Company Common Stock pursuant to Section 2.04(b) (such excess being herein called the Merger shall be aggregated, and no holder of SpinCo common stock shall receive cash equal to or greater than the value of one full share of Echo Common Stock“Excess Shares”). The Exchange Agent, if any, and the Distribution Agent shall cause the whole shares obtained from aggregating fractional shares that would otherwise remain across all holders of SpinCo common stock to be sold, in the open market or otherwise as reasonably directed by MCK, and in no case later than 20 business days after Following the Effective Time, the Exchange Agent shall, on behalf of former holders of Company Common Stock, sell the Excess Shares at then-prevailing prices on the New York Stock Exchange (the “NYSE”), all in accordance with Section 2.01(d)(iii). The Exchange Agent, if any, and parties acknowledge that payment of the Distribution Agent, as the case may be, shall make available the net proceeds thereof, after deducting any required withholding Taxes and brokerage charges, commissions and transfer Taxes, on a pro rata basis, without interest, as soon as practicable to the holders of SpinCo common stock entitled to receive such cash. Payment of cash consideration in lieu of issuing fractional shares of Echo Parent Common Stock shall be made solely was not separately bargained for the purpose consideration but merely represents a mechanical rounding off for purposes of avoiding the expense and inconvenience to Echo Parent that would otherwise be caused by the issuance of issuing fractional shares of Echo Parent Common Stock. (iii) The sale of the Excess Shares by the Exchange Agent shall be executed on the NYSE through one or more member firms of the NYSE and shall be executed in round lots to the extent practicable. The Exchange Agent shall use reasonable efforts to complete the sale of the Excess Shares as promptly following the Effective Time as, in the Exchange Agent’s sole judgment, is practicable consistent with obtaining the best execution of such sales in light of prevailing market conditions. Until the net proceeds of such sale or sales have been distributed to the holders of certificates formerly representing Company Common Stock, the Exchange Agent shall hold such proceeds in trust for former holders of Company Common Stock and shall not represent separately bargained-for consideration. Provided that Echo issues to the relevant agent the number of shares required to be issued by Echo to such agent pursuant to Section 3.3, Echo shall have no liability whatsoever to any holders of SpinCo common stock with respect to cash delivered in lieu of fractional shares. As used herein, the term “Tax” has the meaning set forth in the Tax Matters Agreement (substantially in the form set forth on Exhibit B) to be entered into by and among Echo, MCK and SpinCo prior to the Distribution (the “Tax Matters AgreementCommon Shares Trust”). The Exchange Agent shall determine the portion of the Common Shares Trust to which each former holder of Company Common Stock is entitled, if any, by multiplying the amount of the aggregate net proceeds composing the Common Shares Trust by a fraction, the numerator of which is the amount of the fractional share interest to which such former holder of Company Common Stock would otherwise be entitled (after taking into account all shares of Company Common Stock held at the Effective Time by such holder) and the denominator of which is the aggregate amount of fractional share interests to which all former holders of Company Common Stock would otherwise be entitled.

No Fractional Shares. (a) No Notwithstanding anything to the contrary set forth herein, no certificates or scrip representing fractional shares of Echo Parent Common Stock shall be issued upon in connection with the conversion of SpinCo common stock pursuant Merger, no dividends or other distributions with respect to Section 3.1, Parent Common Stock shall be payable on or with respect to any such fractional share interest and such fractional share interests shall will not entitle the owner thereof to vote or to any other rights of a stockholder of Parent. In lieu thereof, each former holder of Echo shares of Company Common Stock. For purposes of this Section 3.3, Stock who would otherwise have been entitled to such a fractional share interest (after aggregating all fractional shares to which a single record holder would be entitled shall be aggregated. (b) Fractional shares of Echo Parent Common Stock that otherwise would otherwise have been received by such holder) will be allocable entitled to any former holders of SpinCo common stock receive an amount in cash (without interest) equal to such holder's proportionate interest in the Merger shall be aggregated, and no holder of SpinCo common stock shall receive cash equal to net proceeds from the sale or greater than the value of one full share of Echo Common Stock. The Exchange Agent, if any, and the Distribution Agent shall cause the whole shares obtained from aggregating fractional shares that would otherwise remain across all holders of SpinCo common stock to be sold, sales in the open market or otherwise as reasonably directed by MCKthe Exchange Agent, and in no case later than 20 business days after on behalf of such holders, of the aggregated fractional shares of Parent Common Stock issued pursuant to this paragraph. Promptly following the Effective Time. The , (i) the Exchange Agent shall determine the total amount of the fractional shares of Parent Common Stock to which all such former Company stockholders would otherwise be entitled, and aggregate the same into whole shares of Parent Common Stock (rounded up to the nearest whole share), (ii) Parent shall issue such whole shares of Parent Common Stock to the Exchange Agent, if anyas agent for such former stockholders, and (iii) the Distribution Agent, as Exchange Agent shall sell such shares of Parent Common Stock at the case may be, then prevailing prices on the New York Stock Exchange through one or more member firms of the New York Stock Exchange (which sales shall make available be executed in round lots to the extent practicable). Until the net proceeds thereofof such sales have been distributed to such former stockholders, the Exchange Agent will hold such proceeds in trust for such holders. Promptly after deducting the determination of the amount of cash to be paid to such former stockholders in lieu of any fractional interests in Parent Common Stock, the Exchange Agent shall pay such amounts to such former stockholders (subject to any required withholding Taxes and brokerage charges, commissions and transfer Taxes, on a pro rata basis, without interest, as soon as practicable to the holders of SpinCo common stock entitled to receive such cash. Payment of cash in lieu of fractional shares of Echo Common Stock shall be made solely for the purpose of avoiding the expense and inconvenience to Echo of issuing fractional shares of Echo Common Stock and shall not represent separately bargained-for consideration. Provided that Echo issues to the relevant agent the number of shares required to be issued by Echo to such agent pursuant to Section 3.3, Echo shall have no liability whatsoever to any holders of SpinCo common stock with respect to cash delivered in lieu of fractional shares. As used herein, the term “Tax” has the meaning set forth in the Tax Matters Agreement (substantially in the form set forth on Exhibit B) to be entered into by and among Echo, MCK and SpinCo prior to the Distribution (the “Tax Matters Agreement”taxes).

No Fractional Shares. (ai) No certificates or scrip representing fractional shares of Echo Parent Common Stock shall be issued upon the conversion surrender for exchange of SpinCo common stock pursuant Certificates, no dividend or distribution of Parent shall relate to Section 3.1, such fractional share interests and such fractional share interests shall will not entitle the owner thereof to vote or to any rights of a holder stockholder of Echo Common Stock. For purposes of this Section 3.3, all fractional shares to which a single record holder would be entitled shall be aggregatedParent. (bii) Fractional As promptly as practicable following the Effective Time, the Exchange Agent shall determine the excess of (A) the number of whole shares of Echo Parent Common Stock that would otherwise delivered to the Exchange Agent by Parent pursuant to Section 2.2(a) over (B) the aggregate number of whole shares of Parent Common Stock to be allocable distributed to any former holders of SpinCo common stock Company Common Stock pursuant to Section 2.2(b) (such excess being herein called the "Excess Shares"). Following the Effective Time, the Exchange Agent shall, on behalf of the former stockholders of the Company, sell the Excess Shares at then-prevailing prices on the New York Stock Exchange, Inc. (the "NYSE"), all in the Merger manner provided in Section 2.2(e)(iii). (iii) The sale of the Excess Shares by the Exchange Agent shall be aggregated, executed on the NYSE through one or more member firms of the NYSE and no holder of SpinCo common stock shall receive cash equal be executed in round lots to or greater than the value of one full share of Echo Common Stockextent practicable. The Exchange Agent shall use reasonable efforts to complete the sale of the Excess Shares as promptly following the Effective Time as, in the Exchange Agent's sole judgment, is practicable consistent with obtaining the best execution of such sales in light of prevailing market conditions. Until the proceeds of such sale or sales have been distributed to the holders of Certificates formerly representing Company Common Stock, the Exchange Agent shall hold such proceeds in trust for such holders (the "Common Shares Trust"). The Surviving Corporation shall pay all commissions, transfer taxes and other out-of-pocket transaction costs, including the expenses and compensation of the Exchange Agent, incurred in connection with such sale of the Excess Shares. The Exchange Agent shall determine the portion of the Common Shares Trust to which each former holder of Company Common Stock is entitled, if any, and the Distribution Agent shall cause the whole shares obtained from aggregating fractional shares that would otherwise remain across all holders of SpinCo common stock to be sold, in the open market or otherwise as reasonably directed by MCK, and in no case later than 20 business days after the Effective Time. The Exchange Agent, if any, and the Distribution Agent, as the case may be, shall make available the net proceeds thereof, after deducting any required withholding Taxes and brokerage charges, commissions and transfer Taxes, on a pro rata basis, without interest, as soon as practicable to the holders of SpinCo common stock entitled to receive such cash. Payment of cash in lieu of fractional shares of Echo Common Stock shall be made solely for the purpose of avoiding the expense and inconvenience to Echo of issuing fractional shares of Echo Common Stock and shall not represent separately bargained-for consideration. Provided that Echo issues to the relevant agent the number of shares required to be issued by Echo to such agent pursuant to Section 3.3, Echo shall have no liability whatsoever to any holders of SpinCo common stock with respect to cash delivered in lieu of fractional shares. As used herein, the term “Tax” has the meaning set forth in the Tax Matters Agreement (substantially in the form set forth on Exhibit B) to be entered into by and among Echo, MCK and SpinCo prior to the Distribution (the “Tax Matters Agreement”).by

No Fractional Shares. (a) No certificates or scrip representing Notwithstanding anything herein to the contrary, no fractional shares of Echo QHC Common Stock shall be issued upon in connection with the conversion of SpinCo common stock pursuant to Section 3.1Distribution, and any such fractional share interests to which a Record Holder would otherwise be entitled shall not entitle the owner thereof such Record Holder to vote or to any other rights as a stockholder of a holder QHC. In lieu of Echo Common Stock. For purposes any such fractional shares, each Record Holder who, but for the provisions of this Section 3.33.03, all fractional shares to which a single record holder would be entitled to receive a fractional share interest of QHC Common Stock pursuant to the Distribution, shall be aggregated. (b) Fractional paid cash, without any interest thereon, as hereinafter provided. CHS shall instruct the Agent to determine the number of whole shares and fractional shares of Echo QHC Common Stock that would otherwise be allocable to any former holders of SpinCo common stock in the Merger shall be aggregatedeach Record Holder, and no holder of SpinCo common stock shall receive cash equal to or greater than the value of one full share of Echo Common Stock. The Exchange Agentaggregate all such fractional shares into whole shares, if any, and the Distribution Agent shall cause to sell the whole shares obtained from aggregating fractional shares that would otherwise remain across all holders of SpinCo common stock to be sold, thereby in the open market at the then-prevailing prices on behalf of each Record Holder who otherwise would be entitled to receive fractional share interests and to distribute to each such Record Holder his, her or otherwise its ratable share of the total proceeds of such sale, after making appropriate deductions of the amounts required for U.S. federal income tax withholding purposes and after deducting any applicable transfer Taxes and the costs and expenses of such sale and distribution, including brokers fees and commissions. The sales of fractional shares shall occur as reasonably directed by MCK, and in no case later than 20 business days soon after the Effective Time. The Exchange Agent, if any, and the Distribution Agent, as the case may be, shall make available the net proceeds thereof, after deducting any required withholding Taxes and brokerage charges, commissions and transfer Taxes, on a pro rata basis, without interest, as soon Time as practicable to and as determined by the holders Agent. None of SpinCo common stock entitled to receive such cash. Payment of cash in lieu of CHS, QHC or the Agent shall guarantee any minimum sale price for the fractional shares of Echo CHS Common Stock Stock. Neither CHS nor QHC shall be made solely for pay any interest on the purpose of avoiding proceeds from the expense and inconvenience to Echo of issuing fractional shares of Echo Common Stock and shall not represent separately bargained-for consideration. Provided that Echo issues to the relevant agent the number of shares required to be issued by Echo to such agent pursuant to Section 3.3, Echo shall have no liability whatsoever to any holders of SpinCo common stock with respect to cash delivered in lieu sale of fractional shares. As used hereinThe Agent shall have the sole discretion to select the broker-dealers through which to sell the aggregated fractional shares and to determine when, how and at what price to sell such shares. Neither the term “Tax” has Agent nor the meaning set forth in broker-dealers through which the Tax Matters Agreement (substantially in the form set forth on Exhibit B) to aggregated fractional shares are sold shall be entered into by and among Echo, MCK and SpinCo prior to the Distribution (the “Tax Matters Agreement”)Affiliates of CHS or QHC.

No Fractional Shares. (a) No certificates or scrip representing fractional shares of Echo Common Stock shall be issued upon the conversion surrender for exchange of SpinCo common stock pursuant to Section 3.1Certificates, and such fractional share interests shall will not entitle the owner thereof to vote vote, to receive dividends or to any other rights of a shareholder of the Parent. Notwithstanding any other provision of this Agreement, each holder of Echo a Certificate exchanged in the Merger who would otherwise have been entitled to receive a fraction of a share of Common Stock. For purposes Stock shall receive, from the Exchange Agent in accordance with the provisions of this Section 3.32.2(c), all a cash payment in lieu of such fractional shares to which a single record holder would be entitled shall be aggregated. (b) Fractional shares share of Echo Common Stock that would otherwise be allocable to any former holders of SpinCo common stock in the Merger shall be aggregated, and no holder of SpinCo common stock shall receive cash equal to or greater than the value of one full share of Echo Common Stock. The Exchange Agentrepresenting such holder's proportionate interest, if any, in the net proceeds from the sale by the Exchange Agent in one or more transactions (which sale transactions shall be made at such time or times, in such manner and on such terms as the Distribution Exchange Agent shall cause determine in its sole discretion are reasonable) on behalf of all such holders of the whole shares obtained from aggregating aggregate of the fractional shares that of Common Stock which would otherwise remain across all have been issued ("Fractional Shares"). The sale of the Fractional Shares by the Exchange Agent shall be executed on the New York Stock Exchange ("NYSE") or such other nationally recognized securities exchange (collectively, a "National Exchange") on which the Common Stock is traded through one or more member firms of the NYSE or a National Exchange and shall be executed in round lots to the extent practicable. Until the net proceeds of such sale or sales shall have been distributed to the holders of SpinCo common stock to be soldfractional shares, the Exchange Agent will hold such proceeds in trust ("Exchange Trust") for the open market or otherwise holders of fractional shares. The Parent shall pay all commissions, transfer taxes and other out-of-pocket transactions costs, including the expenses and compensation of the Exchange Agent, incurred in connection with the sale of the Fractional Shares. As soon as reasonably directed by MCK, and in no case later than 20 business days practicable after the Effective Time. The Exchange Agentdetermination of the amount of cash, if any, and to be paid to holders of fractional shares in lieu of any fractional shares of Common Stock, the Distribution Agent, as the case may be, Exchange Agent shall make available the net proceeds thereof, after deducting any required withholding Taxes and brokerage charges, commissions and transfer Taxes, on a pro rata basis, without interest, as soon as practicable such amounts to the such holders of SpinCo common stock entitled to receive such cash. Payment of cash in lieu of fractional shares of Echo Common Stock shall be made solely for the purpose of avoiding the expense and inconvenience to Echo of issuing fractional shares of Echo Common Stock and shall not represent separately bargained-for consideration. Provided that Echo issues to the relevant agent the number of shares required to be issued by Echo to such agent pursuant to Section 3.3, Echo shall have no liability whatsoever to any holders of SpinCo common stock with respect to cash delivered in lieu of fractional shares. As used herein, the term “Tax” has the meaning set forth in the Tax Matters Agreement (substantially in the form set forth on Exhibit B) to be entered into by and among Echo, MCK and SpinCo prior to the Distribution (the “Tax Matters Agreement”)without interest.

No Fractional Shares. (a) No fractional LinnCo Common Shares shall be issued in connection with the LinnCo Merger, no certificates or scrip representing fractional shares of Echo LinnCo Common Stock Shares shall be issued delivered upon the conversion of SpinCo common stock HoldCo Common Stock pursuant to Section 3.12.1(b)(i), and such fractional share interests shall not entitle the owner thereof to vote or to any other rights of a holder of Echo LinnCo Common StockShares. For purposes Notwithstanding any other provision of this Section 3.3Agreement, all fractional shares to which a single record each holder would be entitled shall be aggregated. (b) Fractional of shares of Echo HoldCo Common Stock converted pursuant to the LinnCo Merger who would otherwise have been entitled to receive a fraction of a LinnCo Common Share (after aggregating all shares represented by the Certificates and Book-Entry Shares delivered by such holder) shall receive from the Escrow Agent, in lieu thereof and upon surrender thereof, a cash payment (without interest) in an amount representing such holder’s proportionate interest in the net proceeds from the sale by the Escrow Agent on behalf of all such holders of LinnCo Common Shares that would otherwise be allocable issued (the “Excess Merger Shares”). The sale of the Excess Merger Shares by the Escrow Agent shall be executed on a national securities exchange, including the NASDAQ Stock Market LLC (the “NASDAQ”). Until the net proceeds of such sale or sales have been distributed to any former such holders of SpinCo common stock HoldCo Common Stock, the Escrow Agent shall hold such proceeds in trust for such holders (the “Fractional Share Trust”). LinnCo shall pay all commissions, transfer taxes and other out-of-pocket transaction costs incurred in connection with such sale of the Excess Merger Shares. The Escrow Agent shall determine the portion of the Fractional Share Trust to which each holder of HoldCo Common Stock shall be aggregated, and no holder of SpinCo common stock shall receive cash equal to or greater than the value of one full share of Echo Common Stock. The Exchange Agententitled, if any, by multiplying the amount of the aggregate net proceeds comprising the Fractional Share Trust by a fraction, the numerator of which is the amount of fractional interests to which such holder of HoldCo Common Stock is entitled and the Distribution Agent shall cause denominator of which is the whole shares obtained from aggregating aggregate amount of fractional shares that would otherwise remain across interests to which all holders of SpinCo common stock HoldCo Common Stock are entitled. As soon as practicable after the determination of the amount of cash, if any, to be soldpaid to holders of HoldCo Common Stock in lieu of fractional interests, in the open market or otherwise as reasonably directed by MCK, and in no case later than 20 Escrow Agent shall make available such amounts to such holders of HoldCo Common Stock (the “Fractional Share Cash Amount”). Any such sale shall be made within ten business days or such shorter period as may be required by applicable Law after the Effective Time. The Exchange Agent, if any, and the Distribution Agent, as the case may be, No such holder shall make available the net proceeds thereof, after deducting any required withholding Taxes and brokerage charges, commissions and transfer Taxes, on a pro rata basis, without interest, as soon as practicable to the holders of SpinCo common stock be entitled to receive such cash. Payment distributions, voting rights or any other rights in respect of cash in lieu of any fractional shares of Echo LinnCo Common Stock shall be made solely for the purpose of avoiding the expense and inconvenience to Echo of issuing fractional shares of Echo Common Stock and shall not represent separately bargained-for consideration. Provided that Echo issues to the relevant agent the number of shares required to be issued by Echo to such agent pursuant to Section 3.3, Echo shall have no liability whatsoever to any holders of SpinCo common stock with respect to cash delivered in lieu of fractional shares. As used herein, the term “Tax” has the meaning set forth in the Tax Matters Agreement (substantially in the form set forth on Exhibit B) to be entered into by and among Echo, MCK and SpinCo prior to the Distribution (the “Tax Matters Agreement”)Share.

No Fractional Shares. (ai) No fractional Parent Common Shares shall be issued in connection with the Merger and no certificates or scrip representing fractional shares of Echo Parent Common Stock Shares shall be issued upon delivered on the conversion of SpinCo common stock shares of Company Common Stock pursuant to Section 3.12.1(a)(i). Each holder of shares of Company Common Stock who would otherwise have been entitled to receive as a result of the Merger a fraction of a Parent Common Share (after aggregating all shares represented by the Certificates and Book-Entry Shares delivered by such holder) shall receive, and in lieu of such fractional share interests shall not entitle Parent Common Share, cash (without interest) in an amount (rounded to the owner thereof nearest cent) representing such holder’s proportionate interest in the net proceeds from the sale by the Exchange Agent, on behalf of all such holders, of the aggregate number of fractional Parent Common Shares that would otherwise have been issuable to vote or to any rights such holders as part of a holder of Echo Common Stock. For purposes of this Section 3.3, all fractional shares to which a single record holder would be entitled shall be aggregatedthe Merger Consideration (the “Fractional Share Cash Amount”). (bii) Fractional shares of Echo Common Stock that would otherwise be allocable to any former holders of SpinCo common stock in the Merger shall be aggregated, and no holder of SpinCo common stock shall receive cash equal to or greater than the value of one full share of Echo Common Stock. The Exchange Agent, if any, and the Distribution Agent shall cause the whole shares obtained from aggregating fractional shares that would otherwise remain across all holders of SpinCo common stock to be sold, in the open market or otherwise As soon as reasonably directed by MCK, and in no case later than 20 business days practicable after the Effective Time, the Exchange Agent shall, on behalf of all such holders of fractional Parent Common Shares, effect the sale of all such Parent Common Shares that would otherwise have been issuable as part of the Merger Consideration at the then-prevailing prices on the NYSE or Nasdaq, as applicable, or the TSX. After the proceeds of such sale have been received, the Exchange Agent shall determine the applicable Fractional Share Cash Amount payable to each applicable holder and shall make such amounts available to such holders in accordance with Section 2.2(b). The Exchange Agent, if any, and the Distribution Agent, as the case may be, shall make available the net proceeds thereof, after deducting any required withholding Taxes and brokerage charges, commissions and transfer Taxes, on a pro rata basis, without interest, as soon as practicable to the holders Parties acknowledge that payment of SpinCo common stock entitled to receive such cash. Payment of cash consideration in lieu of issuing fractional shares of Echo Common Stock shall be made solely is not separately bargained-for the purpose consideration, but merely represents a mechanical rounding off for purposes of avoiding the expense and inconvenience to Echo of issuing fractional shares of Echo Common Stock and shall not represent separately bargained-for consideration. Provided that Echo issues to would otherwise be caused by the relevant agent the number of shares required to be issued by Echo to such agent pursuant to Section 3.3, Echo shall have no liability whatsoever to any holders of SpinCo common stock with respect to cash delivered in lieu issuance of fractional shares. As used herein. (iii) No such holder shall be entitled to dividends, voting rights or any other rights in respect of any fractional Parent Common Share that would otherwise have been issuable as part of the term “Tax” has the meaning set forth in the Tax Matters Agreement (substantially in the form set forth on Exhibit B) to be entered into by and among Echo, MCK and SpinCo prior to the Distribution (the “Tax Matters Agreement”)Merger Consideration.

No Fractional Shares. (a) No certificates or scrip representing fractional shares of Echo Crompton Common Stock shall be issued upon the conversion surrender for exchange of SpinCo common stock pursuant Certificates, no dividends or other distributions of Crompton shall relate to Section 3.1, such fractional share interests and such fractional share interests shall will not entitle the owner thereof to vote or to any other rights of a stockholder of Crompton. In lieu of such fractional share interests, each holder of Echo Common Stock. For purposes a Certificate shall receive (upon surrender thereof as provided in this Article II) an amount in cash (without interest) equal to such holder's proportionate interest in the net proceeds from the sale or sales by the Exchange Agent in accordance with the provisions of this Section 3.32.2(e), on behalf of all fractional such holders, of the Excess Shares. As soon as reasonably practicable following the Effective Time, the Exchange Agent shall determine the excess of (A) the aggregate number of shares of Crompton Common Stock into which the shares of Great Lakes Common Stock were converted pursuant to Section 2.1(c) before giving effect to the first sentence of this Section 2.2(e) over (B) the aggregate number of whole shares of Crompton Common Stock to which a single record holder would be entitled shall be aggregated. (b) Fractional shares of Echo Common Stock that would otherwise be allocable to any the former holders of SpinCo common stock in shares of Great Lakes Common Stock are entitled pursuant to Section 2.1(c) after giving effect to the Merger first sentence of this Section 2.2(e) (such excess, the "Excess Shares"). As soon as reasonably practicable after the Effective Time, the Exchange Agent, as agent for the holders of the Certificates, shall sell the Excess Shares at the then-prevailing prices on the New York Stock Exchange. The sale of the Excess Shares on the New York Stock Exchange shall be aggregated, executed through one or more member firms of the New York Stock Exchange and no holder of SpinCo common stock shall receive cash equal be executed in round lots to or greater than the value of one full share of Echo Common Stockextent practicable. The Exchange Agent shall deduct from the proceeds of sale of the Excess Shares all commissions, transfer taxes and other out-of-pocket transaction costs, including the expenses and compensation of the Exchange Agent, incurred in connection with such sale of the Excess Shares. Until the net proceeds of such sale of the Excess Shares have been distributed to the holders of Certificates, the Exchange Agent will hold such net proceeds in trust for such holders of Certificates (the "Excess Shares Trust"). The portion of the Excess Shares Trust to which each holder of a Certificate shall be entitled, if any, shall be determined by multiplying the amount of the aggregate net proceeds comprising the Excess Shares Trust by a fraction, the numerator of which is the amount of the fractional share interest in Crompton Common Stock to which such holder of a Certificate is entitled and the Distribution Agent shall cause denominator of which is the whole shares obtained from aggregating aggregate amount of fractional shares that would otherwise remain across share interests in Crompton Common Stock to which all holders of SpinCo common stock to be sold, Certificates are entitled. Crompton shall comply with the provisions of Rule 236(c) under the Securities Act in connection with such sale of the open market or otherwise as reasonably directed by MCK, and in no case later than 20 business days after the Effective Time. The Exchange Agent, if any, and the Distribution Agent, as the case may be, shall make available the net proceeds thereof, after deducting any required withholding Taxes and brokerage charges, commissions and transfer Taxes, on a pro rata basis, without interest, as soon as practicable to the holders of SpinCo common stock entitled to receive such cash. Payment of cash in lieu of fractional shares of Echo Common Stock shall be made solely for the purpose of avoiding the expense and inconvenience to Echo of issuing fractional shares of Echo Common Stock and shall not represent separately bargained-for consideration. Provided that Echo issues to the relevant agent the number of shares required to be issued by Echo to such agent pursuant to Section 3.3, Echo shall have no liability whatsoever to any holders of SpinCo common stock with respect to cash delivered in lieu of fractional shares. As used herein, the term “Tax” has the meaning set forth in the Tax Matters Agreement (substantially in the form set forth on Exhibit B) to be entered into by and among Echo, MCK and SpinCo prior to the Distribution (the “Tax Matters Agreement”)Excess Shares.

No Fractional Shares. (a) No certificates or scrip representing fractional shares Notwithstanding anything in this Agreement to the contrary, no fraction of Echo a share of Parent Common Stock shall be issued in connection with the Merger, and in lieu thereof, any holder of Company Common Stock who would otherwise have been entitled to a fraction of a share of Parent Common Stock shall be paid upon surrender of shares of Company Common Stock for exchange (and after taking into account and aggregating the conversion total number of SpinCo common stock pursuant shares of Parent Common Stock to be issued in exchange for the shares of Company Common Stock represented by all Certificates, or Book-Entry Shares, as applicable, surrendered by such holder and the shares of Parent Common Stock received by such holder as a result of both the Base Exchange Ratio and the Additional Stock Election Exchange Ratio) cash in an amount (without interest and rounded to the nearest cent) representing such holder’s proportionate interest in the net proceeds from the sale by the Exchange Agent, on behalf of all such holders, of shares of Parent Common Stock which would otherwise be issued (“Excess Shares”). As soon as practicable after the Effective Time, the Exchange Agent, as agent for the holders of Company Common Stock that would otherwise receive fractional shares of Parent Common Stock, shall sell the Excess Shares at then-prevailing prices on the New York Stock Exchange (the “NYSE”) in the manner provided in this Section 3.12.4(g), which sales shall be executed in round lots to the extent practicable. Until the share proceeds of such sales have been distributed to the holders of shares of Company Common Stock, or the Exchange Fund is terminated, the Exchange Agent shall hold such share proceeds in trust for the benefit of the holders of shares of Company Common Stock (the “Fractional Share Trust”). All commissions, transfer Taxes and other out-of-pocket transaction costs incurred in connection with such sale or sales of the Excess Shares shall be deducted from the Fractional Share Trust. The Exchange Agent shall determine the portion of the Fractional Share Trust to which each holder of shares of Company Common Stock shall be entitled, if any, by multiplying the amount of the aggregate share proceeds comprising the Fractional Share Trust by a fraction, the numerator of which is the amount of the fractional share interests to which such holder of shares of Company Common Stock would otherwise be entitled and the denominator of which is the aggregate amount of fractional share interests to which all holders of shares of Company Common Stock would otherwise be entitled. As soon as practicable after the determination of the amount of cash, if any, to be paid to each holder of Company Common Stock with respect to any fractional share interests, following compliance by such holder with the exchange procedures set forth in Section 2.4(b) and in the Letter of Transmittal, the Exchange Agent shall make available such amounts to such holders, without interest. No dividend or distribution with respect to shares of Parent Common Stock shall be payable on or with respect to any fractional interests and such fractional share interests shall not entitle the owner thereof to vote or to any rights of a member of the Surviving Corporation or the Surviving Company. Nothing in this clause (g) shall affect the right of a holder of Echo Common Stock. For purposes of this Section 3.3, all fractional shares to which a single record holder would be entitled shall be aggregated. (b) Fractional shares of Echo Company Common Stock that would otherwise be allocable who has made a Cash Election to any former holders receive Additional Cash Consideration in accordance with Section 2.1(a)(i), regardless of SpinCo common stock in the Merger shall be aggregated, and no whether such holder of SpinCo common stock shall receive cash equal to or greater than the value of one full share of Echo Company Common Stock. The Exchange Agent, if any, and the Distribution Agent shall cause the whole shares obtained from aggregating fractional shares that would otherwise remain across all holders of SpinCo common stock to be sold, in the open market or otherwise as reasonably directed by MCK, and in no case later than 20 business days after the Effective Time. The Exchange Agent, if any, and the Distribution Agent, as the case may be, shall make available the net proceeds thereof, after deducting any required withholding Taxes and brokerage charges, commissions and transfer Taxes, on a pro rata basis, without interest, as soon as practicable to the holders of SpinCo common stock entitled Stock is to receive such cash. Payment of cash in lieu of fractional shares of Echo Common Stock shall be made solely for the purpose of avoiding the expense and inconvenience to Echo of issuing fractional shares of Echo Common Stock and shall not represent separately bargained-for consideration. Provided that Echo issues to the relevant agent the number of shares required to be issued by Echo to such agent pursuant to Section 3.3, Echo shall have no liability whatsoever to any holders of SpinCo common stock with respect to cash delivered in lieu of fractional shares. As used herein, the term “Tax” has the meaning set forth in the Tax Matters Agreement (substantially in the form set forth on Exhibit B) to be entered into by and among Echo, MCK and SpinCo prior to the Distribution (the “Tax Matters Agreement”).

No Fractional Shares. (ai) No certificates or scrip representing fractional shares of Echo Common Stock factional Retained Shares shall be issued upon the conversion surrender for exchange of SpinCo common stock pursuant to Section 3.1Certificates, and such fractional frac- tional share interests shall not entitle the owner thereof to vote or to any rights of a holder stockholder of Echo Common Stockthe Surviving Corpo- ration. (ii) As promptly as practicable following the Effective Time, the Exchange Agent shall determine the excess of (x) the number of Retained Shares delivered to the Exchange Agent by FSI pursuant to Section 2.05(a) over (y) the aggregate number of whole Retained Shares to be distributed to holders of the Certificates (such excess being herein called the "Excess Shares"). For purposes As soon as practicable after the Effective Time, the Exchange Agent, as agent for the holders of the Certificates, shall sell the Excess Shares at then pre- vailing prices on the New York Stock Exchange, Inc. (the "NYSE"), all in the manner provided in paragraph (iii) of this Section 3.3, all fractional shares to which a single record holder would be entitled shall be aggregated2.05(g). (biii) Fractional shares The sale of Echo Common Stock that would otherwise the Excess Shares by the Exchange Agent shall be allocable executed on the NYSE through one or more member firms of the NYSE and shall be executed in round lots to any former the extent practicable. FSI shall bear the cost of all related changes and fees of the Exchange Agent, commissions, transfer taxes and other out-of-pocket transaction costs. Until the proceeds of such sale or sales have been distributed to the holders of SpinCo common stock the Certificates, the Exchange Agent shall hold such proceeds in trust for the Merger shall be aggregated, and no holder holders of SpinCo common stock shall receive cash equal to or greater than the value of one full share of Echo Certificates (the "Common StockShares Trust"). The Exchange AgentAgent shall determine the portion of the Common Shares Trust to which each holder of a certificate shall be entitled, if any, by multiplying the amount of the aggregate proceeds comprising the Common Shares Trust by a fraction, the numerator of which is the amount of the fractional share interests to which such holder of a Certificate is entitled and the Distribution Agent shall cause denominator of which is the whole shares obtained from aggregating aggregate amount of fractional shares that would otherwise remain across share interests to which all holders of SpinCo common stock the Certificates are entitled. (iv) As soon as practicable after the determination of the amount of cash to be soldpaid to holders of Certificates in lieu of any fractional share interests, in the open market or otherwise as reasonably directed by MCK, and in no case later than 20 business days after the Effective Time. The Exchange Agent, if any, and the Distribution Agent, as the case may be, Ex- change Agent shall make available the net proceeds thereof, after deducting any required withholding Taxes and brokerage charges, commissions and transfer Taxes, on a pro rata basissuch amounts, without interest, as soon as practicable to the such holders of SpinCo common stock entitled to receive such cash. Payment of cash Certificates who have surrendered their Certificates in lieu of fractional shares of Echo Common Stock shall be made solely for the purpose of avoiding the expense and inconvenience to Echo of issuing fractional shares of Echo Common Stock and shall not represent separately bargained-for consideration. Provided that Echo issues to the relevant agent the number of shares required to be issued by Echo to such agent pursuant to accordance with this Section 3.3, Echo shall have no liability whatsoever to any holders of SpinCo common stock with respect to cash delivered in lieu of fractional shares. As used herein, the term “Tax” has the meaning set forth in the Tax Matters Agreement (substantially in the form set forth on Exhibit B) to be entered into by and among Echo, MCK and SpinCo prior to the Distribution (the “Tax Matters Agreement”)2.05.

No Fractional Shares. (a) No Notwithstanding anything to the contrary contained herein, no certificates or scrip representing fractional shares of Echo BMBC Common Stock shall be issued upon the conversion surrender of SpinCo common stock pursuant Certificates for exchange, no dividend or distribution with respect to Section 3.1BMBC Common Stock shall be payable on or with respect to any fractional share, and such fractional share interests shall not entitle the owner thereof to vote or to any other rights of a shareholder of BMBC. In lieu of the issuance of any such fractional share, BMBC shall pay to each former shareholder of RBPI who otherwise would be entitled to receive such fractional share, an amount in cash (rounded to the nearest cent), determined by multiplying (a) the fraction of a share (after taking into account all shares of RBPI Common Stock held by such holder at the Effective Time and rounded to the nearest thousandth when expressed in decimal form) of Echo BMBC Common StockStock to which such holder would otherwise have been entitled to receive pursuant to Section 3.1, and (b) the average of the daily closing sales prices of a share of BMBC Common Stock as reported on NASDAQ for the five consecutive trading days immediately preceding the fifth calendar day prior to the Closing Date. For purposes of this Section 3.3determining any fractional share interest, all shares of RBPI Common Stock owned by a RBPI shareholder shall be combined so as to calculate the maximum number of whole shares of BMBC Common Stock issuable to such RBPI shareholder. For the avoidance of doubt, the parties hereby acknowledge that BMBC is providing such cash payments in lieu of the issuance of any fractional shares of BMBC Common Stock solely for the purpose of avoiding the expense of inconvenience to which a single record holder would be entitled shall be aggregated. (b) Fractional BMBC of issuing such fractional shares, and such cash payments do not represent separately bargained‑for consideration in addition to the Merger Consideration under this Agreement. The aggregate cash consideration paid by BMBC to RBPI’s shareholders in lieu of issuing fractional shares of Echo BMBC Common Stock that would otherwise be allocable to any former holders shall not exceed one percent of SpinCo common stock in the Merger shall Consideration. The fractional share interests of each RBPI shareholder will be aggregated, and no holder of SpinCo common stock shall RBPI shareholder will receive cash consideration in lieu of the issuance of any fractional shares of BMBC Common Stock in an amount equal to or greater than the value of one full share of Echo BMBC Common Stock. The Exchange Agent, if any, and the Distribution Agent shall cause the whole shares obtained from aggregating fractional shares that would otherwise remain across all holders of SpinCo common stock to be sold, in the open market or otherwise as reasonably directed by MCK, and in no case later than 20 business days after the Effective Time. The Exchange Agent, if any, and the Distribution Agent, as the case may be, shall make available the net proceeds thereof, after deducting any required withholding Taxes and brokerage charges, commissions and transfer Taxes, on a pro rata basis, without interest, as soon as practicable to the holders of SpinCo common stock entitled to receive such cash. Payment of cash in lieu of fractional shares of Echo Common Stock shall be made solely for the purpose of avoiding the expense and inconvenience to Echo of issuing fractional shares of Echo Common Stock and shall not represent separately bargained-for consideration. Provided that Echo issues to the relevant agent the number of shares required to be issued by Echo to such agent pursuant to Section 3.3, Echo shall have no liability whatsoever to any holders of SpinCo common stock with respect to cash delivered in lieu of fractional shares. As used herein, the term “Tax” has the meaning set forth in the Tax Matters Agreement (substantially in the form set forth on Exhibit B) to be entered into by and among Echo, MCK and SpinCo prior to the Distribution (the “Tax Matters Agreement”).

No Fractional Shares. (ai) No certificates or scrip representing evidencing fractional shares of Echo Metromedia Common Stock shall be issued upon the conversion surrender for exchange of SpinCo common stock pursuant to Section 3.1the Certificates, and such fractional share interests shall will not entitle the owner thereof to vote or to any rights of a holder stockholder of Echo Common Stock. For purposes of this Section 3.3, all fractional shares to which a single record holder would be entitled shall be aggregatedthe Surviving Corporation. (bii) Fractional As promptly as practicable following the Effective Time, the Exchange Agent shall determine the excess of (x) the number of full shares of Echo Metromedia Common Stock that would otherwise in the Exchange Fund over (y) the aggregate number of full shares of Metromedia Common Stock to be allocable distributed to any former holders of SpinCo common stock the Company Common Stock pursuant to Section 2.2(a)(such excess being herein called the "Company Excess Securities"). As soon after the Effective Time as practicable, the Exchange Agent, as agent for the holders of Metromedia Common Stock, shall sell the Company Excess Shares at then prevailing prices in the Merger manner provided in paragraph (iii) of this Section. (iii) The sale of the Company Excess Securities by the Exchange Agent shall be aggregatedexecuted on the principal national securities exchange on which the shares of Metromedia Common Stock are listed or, if such securities are not listed, on the National Association of Securities Dealers, Inc. Automated Quotation Systems ("NASDAQ") and no holder shall be executed in round lots to the extent practicable. Until the net proceeds of SpinCo common stock such sale or sales have been distributed to the former stockholders of the Company, the Exchange Agent will hold such proceeds in trust for the former stockholders of the Company (the "Company Securities Trust"). Metromedia shall receive cash equal to or greater than pay all commissions, transfer taxes and other out-of-pocket transaction costs, including the value expenses and compensation, of one full share the Exchange Agent incurred in connection with such sale of Echo Common StockCompany Excess Securities out of the Company Securities Trust. The Exchange AgentAgent shall determine the portion of the Company Securities Trust to which each former stockholder of the Company shall be entitled, if any, by multiplying the amount of the aggregate net proceeds comprising the Company Securities Trust by a fraction, the numerator of which is the amount of the fractional share interest to which such former stockholder of the Company is entitled and the Distribution Agent shall cause denominator of which is the whole shares obtained from aggregating aggregate amount of fractional shares that would otherwise remain across share interests to which all holders of SpinCo common stock to be sold, in the open market or otherwise are entitled. (iv) As soon as reasonably directed by MCK, and in no case later than 20 business days practicable after the Effective Time. The Exchange Agentdetermination of the amount of cash, if any, and to be paid to former stockholders of the Distribution AgentCompany in lieu of any fractional interests, as the case may be, Exchange Agent shall make available the net proceeds thereof, after deducting any required withholding Taxes and brokerage charges, commissions and transfer Taxes, on a pro rata basis, without interest, as soon as practicable to the holders of SpinCo common stock entitled to receive such cash. Payment of cash in lieu of fractional shares of Echo Common Stock shall be made solely for the purpose of avoiding the expense and inconvenience to Echo of issuing fractional shares of Echo Common Stock and shall not represent separately bargained-for consideration. Provided that Echo issues to the relevant agent the number of shares required to be issued by Echo amounts to such agent pursuant to Section 3.3, Echo shall have no liability whatsoever to any holders former stockholders of SpinCo common stock with respect to cash delivered in lieu of fractional shares. As used herein, the term “Tax” has the meaning set forth in the Tax Matters Agreement (substantially in the form set forth on Exhibit B) to be entered into by and among Echo, MCK and SpinCo prior to the Distribution (the “Tax Matters Agreement”)Company.

No Fractional Shares. (a) No Notwithstanding anything to the contrary contained herein, no certificates or scrip representing fractional shares of Echo BMBC Common Stock shall be issued upon the conversion surrender of SpinCo common stock pursuant Certificates for exchange, no dividend or distribution with respect to Section 3.1BMBC Common Stock shall be payable on or with respect to any fractional share, and such fractional share interests shall not entitle the owner thereof to vote or to any other rights of a shareholder of BMBC. In lieu of the issuance of any such fractional share, BMBC shall pay to each former shareholder of RBPI who otherwise would be entitled to receive such fractional share, an amount in cash (rounded to the nearest cent), determined by multiplying (a) the fraction of a share (after taking into account all shares of RBPI Common Stock held by such holder at the Effective Time and rounded to the nearest thousandth when expressed in decimal form) of Echo BMBC Common StockStock to which such holder would otherwise have been entitled to receive pursuant to Section 3.1, and (b) the average of the daily closing sales prices of a share of BMBC Common Stock as reported on NASDAQ for the five consecutive trading days immediately preceding the fifth calendar day prior to the Closing Date. For purposes of this Section 3.3determining any fractional share interest, all shares of RBPI Common Stock owned by a RBPI shareholder shall be combined so as to calculate the maximum number of whole shares of BMBC Common Stock issuable to such RBPI shareholder. For the avoidance of doubt, the parties hereby acknowledge that BMBC is providing such cash payments in lieu of the issuance of any fractional shares of BMBC Common Stock solely for the purpose of avoiding the expense of inconvenience to which a single record holder would be entitled shall be aggregated. (b) Fractional BMBC of issuing such fractional shares, and such cash payments do not represent separately bargained-for consideration in addition to the Merger Consideration under this Agreement. The aggregate cash consideration paid by BMBC to RBPI’s shareholders in lieu of issuing fractional shares of Echo BMBC Common Stock that would otherwise be allocable to any former holders shall not exceed one percent of SpinCo common stock in the Merger shall Consideration. The fractional share interests of each RBPI shareholder will be aggregated, and no holder of SpinCo common stock shall RBPI shareholder will receive cash consideration in lieu of the issuance of any fractional shares of BMBC Common Stock in an amount equal to or greater than the value of one full share of Echo BMBC Common Stock. The Exchange Agent, if any, and the Distribution Agent shall cause the whole shares obtained from aggregating fractional shares that would otherwise remain across all holders of SpinCo common stock to be sold, in the open market or otherwise as reasonably directed by MCK, and in no case later than 20 business days after the Effective Time. The Exchange Agent, if any, and the Distribution Agent, as the case may be, shall make available the net proceeds thereof, after deducting any required withholding Taxes and brokerage charges, commissions and transfer Taxes, on a pro rata basis, without interest, as soon as practicable to the holders of SpinCo common stock entitled to receive such cash. Payment of cash in lieu of fractional shares of Echo Common Stock shall be made solely for the purpose of avoiding the expense and inconvenience to Echo of issuing fractional shares of Echo Common Stock and shall not represent separately bargained-for consideration. Provided that Echo issues to the relevant agent the number of shares required to be issued by Echo to such agent pursuant to Section 3.3, Echo shall have no liability whatsoever to any holders of SpinCo common stock with respect to cash delivered in lieu of fractional shares. As used herein, the term “Tax” has the meaning set forth in the Tax Matters Agreement (substantially in the form set forth on Exhibit B) to be entered into by and among Echo, MCK and SpinCo prior to the Distribution (the “Tax Matters Agreement”).

No Fractional Shares. (a) No certificates or scrip representing fractional shares of Echo Common Stock shall Topco Shares will be issued upon in the conversion Orca Scheme to any holder of SpinCo common stock Orca Shares. Notwithstanding any other provision of this Agreement, each holder of Orca Shares converted pursuant to Section 3.1, and such fractional share interests shall not entitle the owner thereof 1.4Section 1.5(a) whom would otherwise have been entitled to vote or to any rights receive a fraction of a holder Topco Share shall receive from the Exchange Agent, in lieu thereof, cash (without interest) in an amount representing such holder’s proportionate interest in the net proceeds from the sale by the Exchange Agent on behalf of Echo Common Stock. For purposes all such holders of this Section 3.3, all fractional shares to Topco Shares which a single record holder would be entitled shall be aggregated. (b) Fractional shares of Echo Common Stock that would otherwise be allocable issued (the “Excess Orca Scheme Shares”). The sale of the Excess Orca Scheme Shares by the Exchange Agent shall be executed on Nasdaq, and shall be executed in round lots to any the extent practicable. Until the net proceeds of such sale or sales have been distributed to such former holders of SpinCo common stock Orca Shares, the Exchange Agent shall hold such proceeds in trust for such holders (the Merger “Fractional Interests Trust”). Topco shall be aggregatedpay all commissions, transfer Taxes and no holder other out-of-pocket transaction costs incurred in connection with such sale of SpinCo common stock shall receive cash equal to or greater than the value of one full share of Echo Common StockExcess Orca Scheme Shares. The Exchange AgentAgent shall determine the portion of the Fractional Interests Trust to which each holder of Orca Shares shall be entitled, if any, by multiplying the amount of the aggregate net proceeds comprising the Fractional Interests Trust by a fraction, the numerator of which is the amount of fractional Topco Shares to which such former holder of Orca Shares is entitled and the Distribution Agent shall cause denominator of which is the whole shares obtained from aggregating aggregate amount of fractional shares that would otherwise remain across Topco Shares to which all holders of SpinCo common stock to be sold, in the open market or otherwise Orca Shares are entitled. As soon as reasonably directed by MCK, and in no case later than 20 business days practicable after the Effective Time. The Exchange Agentdetermination of the amount of cash, if any, and the Distribution Agent, as the case may be, shall make available the net proceeds thereof, after deducting any required withholding Taxes and brokerage charges, commissions and transfer Taxes, on a pro rata basis, without interest, as soon as practicable to the be paid to holders of SpinCo common stock entitled to receive such cash. Payment of cash Orca Shares in lieu of fractional shares Topco Shares, the Exchange Agent shall make available such amounts to such former holders of Echo Common Stock Orca Shares. Any such sale shall be made solely for within ten (10) Business Days or such shorter period as may be required by applicable Law as soon as reasonably practicable after the purpose of avoiding the expense and inconvenience to Echo of issuing fractional shares of Echo Common Stock and shall not represent separately bargained-for consideration. Provided that Echo issues to the relevant agent the number of shares required to be issued by Echo to such agent pursuant to Section 3.3, Echo shall have no liability whatsoever to any holders of SpinCo common stock with respect to cash delivered in lieu of fractional shares. As used herein, the term “Tax” has the meaning set forth in the Tax Matters Agreement (substantially in the form set forth on Exhibit B) to be entered into by and among Echo, MCK and SpinCo prior to the Distribution (the “Tax Matters Agreement”)Orca Effective Time.

No Fractional Shares. (a) No certificates or scrip representing fractional shares of Echo Common Stock Warrant Shares shall be issued upon in connection with any exercise of this Warrant. In lieu of any fractional shares that would otherwise be issuable, the conversion number of SpinCo common stock pursuant Warrant Shares to Section 3.1, be issued shall be rounded down to the nearest whole number and the Company shall pay the Holder in cash the amount of the fair market value based on the Closing Sale Price (as hereinafter defined) for any such fractional share interests shall not entitle the owner thereof to vote or to any rights of a holder of Echo Common StockWarrant Shares. For purposes of this Section 3.3Warrant, all fractional shares “Closing Sale Price” means, for any security as of any date, the last trade price for such security on the principal securities exchange or trading market for such security, as reported by Bloomberg Financial Markets, or, if such exchange or trading market begins to which operate on an extended hours basis and does not designate the last trade price, then the last trade price of such security prior to 4:00 p.m., New York City time, as reported by Bloomberg Financial Markets, or if neither of the foregoing shall apply, the last trade price of such security in the over-the-counter market on the electronic bulletin board for such security as reported by Bloomberg Financial Markets, or, if no last trade price is reported for such security by Bloomberg Financial Markets, the average of the bid prices, or the ask prices, respectively, of any market makers for such security as reported in the “pink sheets” by Pink Sheets LLC. If the Closing Sale Price cannot be calculated for a single record holder would be entitled security on a particular date on any of the foregoing bases, the Closing Sale Price of such security on such date shall be aggregated. (b) Fractional shares the fair market value as mutually determined by the Company and the Holder. If the Company and the Holder are unable to agree upon the fair market value of Echo Common Stock that would otherwise be allocable such security, then the Board of Directors of the Company shall use its good faith judgment to any former holders determine the fair market value. The Board of SpinCo common stock in the Merger Directors’ determination shall be aggregated, and no holder of SpinCo common stock shall receive cash equal to or greater than the value of one full share of Echo Common Stockbinding upon all parties absent demonstrable error. The Exchange Agent, if any, and the Distribution Agent shall cause the whole shares obtained from aggregating fractional shares that would otherwise remain across all holders of SpinCo common stock to be sold, in the open market or otherwise as reasonably directed by MCK, and in no case later than 20 business days after the Effective Time. The Exchange Agent, if any, and the Distribution Agent, as the case may be, shall make available the net proceeds thereof, after deducting any required withholding Taxes and brokerage charges, commissions and transfer Taxes, on a pro rata basis, without interest, as soon as practicable to the holders of SpinCo common stock entitled to receive All such cash. Payment of cash in lieu of fractional shares of Echo Common Stock determinations shall be made solely appropriately adjusted for any stock dividend, stock split, stock combination or other similar transaction during the purpose of avoiding the expense and inconvenience to Echo of issuing fractional shares of Echo Common Stock and shall not represent separately bargained-for consideration. Provided that Echo issues to the relevant agent the number of shares required to be issued by Echo to such agent pursuant to Section 3.3, Echo shall have no liability whatsoever to any holders of SpinCo common stock with respect to cash delivered in lieu of fractional shares. As used herein, the term “Tax” has the meaning set forth in the Tax Matters Agreement (substantially in the form set forth on Exhibit B) to be entered into by and among Echo, MCK and SpinCo prior to the Distribution (the “Tax Matters Agreement”)applicable calculation period.

No Fractional Shares. (a) No certificates Notwithstanding anything herein to the contrary, no certificate or scrip representing fractional shares of Echo Spinco Common Stock shall be issued upon delivered to the conversion Distribution Agent for the benefit of SpinCo common stock pursuant holders of record of TWDC Common Stock on the Record Date (“TWDC Stockholders”). To the extent that any TWDC Stockholders would be entitled to Section 3.1receive a fractional share of Spinco Common Stock as a result of the Distribution, and such fractional share interests shall will not entitle the owner thereof any such stockholder to vote or to any rights as a stockholder of a holder Spinco. In lieu of Echo Common Stock. For purposes any such fractional shares, each TWDC Stockholder who, but for the provisions of this Section 3.33.04, all fractional shares to which a single record holder would be entitled shall be aggregated. (b) Fractional shares to receive a fractional share interest of Echo Spinco Common Stock that would otherwise be allocable pursuant to the Distribution shall, in lieu of such entitlement, receive cash, without any former holders of SpinCo common stock in the Merger interest thereon, as hereinafter provided. TWDC shall be aggregated, and no holder of SpinCo common stock shall receive cash equal to or greater than the value of one full share of Echo Common Stock. The Exchange Agent, if any, and instruct the Distribution Agent shall cause to determine the number of whole shares obtained from aggregating and fractional shares that would otherwise remain across of Spinco Common Stock allocable to each TWDC Stockholder, to aggregate all holders such fractional shares into whole shares of SpinCo common stock Spinco Common Stock, to be sold, sell the shares of Company Common Stock obtained therefor pursuant to the terms of the Merger Agreement in the open market at the then-prevailing prices on behalf of each TWDC Stockholder who otherwise would be entitled to receive fractional share interests of Spinco Common Stock and to distribute to each such TWDC Stockholder his, her or otherwise as reasonably directed by MCKits ratable share of the total proceeds of the sale of the resulting shares of Company Common Stock, after making appropriate deductions of the amounts required for U.S. federal income tax withholding purposes and in no case later than 20 business days after the Effective Time. The Exchange Agent, if any, and the Distribution Agent, as the case may be, shall make available the net proceeds thereof, after deducting any required withholding applicable transfer Taxes and brokerage chargesthe costs and expenses of such sale and distribution, commissions including brokers fees and transfer Taxes, on a pro rata basis, without interest, as soon as practicable to the holders of SpinCo common stock entitled to receive such cash. Payment of cash in lieu of fractional shares of Echo Common Stock shall be made solely for the purpose of avoiding the expense and inconvenience to Echo of issuing fractional shares of Echo Common Stock and shall not represent separately bargained-for consideration. Provided that Echo issues to the relevant agent the number of shares required to be issued by Echo to such agent pursuant to Section 3.3, Echo shall have no liability whatsoever to any holders of SpinCo common stock with respect to cash delivered in lieu of fractional shares. As used herein, the term “Tax” has the meaning set forth in the Tax Matters Agreement (substantially in the form set forth on Exhibit B) to be entered into by and among Echo, MCK and SpinCo prior to the Distribution (the “Tax Matters Agreement”)commissions.

No Fractional Shares. (a) No certificates or scrip representing fractional shares of Echo Exchangeable Shares or fractional Bowater Common Stock Shares shall be issued upon the conversion surrender for exchange of SpinCo common stock certificates pursuant to Section 3.14.1 or 4.2 and no dividend, stock split or other change in the capital structure of Bowater Canada or Bowater shall relate to any such fractional security and such fractional share interests shall not entitle the owner thereof to vote or to exercise any rights of as a security holder of Echo Common StockBowater Canada or Bowater. For purposes In lieu of this Section 3.3, any such fractional securities: (a) each Person otherwise entitled to a fractional interest in an Exchangeable Share will receive a cash payment equal to such Person's pro rata portion of the net proceeds after expenses received by the Depositary upon the sale of whole shares representing an accumulation of all fractional shares interests in Exchangeable Shares to which a single record holder all such Persons would otherwise be entitled. The Depositary will sell such Exchangeable Shares by private sale (including by way of sale through the facilities of any stock exchange upon which the Exchangeable Shares are then listed) as soon as reasonably practicable following the Effective Date. The aggregate net proceeds after expenses of such sale will be distributed by the Depositary, pro rata in relation to the respective fractions, among the Persons otherwise entitled shall be aggregated.to receive fractional interests in Exchangeable Shares; and (b) Fractional each person otherwise entitled to a fractional interest in a Bowater Common Share will receive a cash payment equal to such Person's pro rata portion of the net proceeds after expenses received by the Depositary upon the sale of whole shares representing an accumulation of Echo all fractional interests in Bowater Common Stock that Shares to which all such Persons would otherwise be allocable entitled. The Depositary will sell such Bowater Common Shares on the NYSE as soon as practicable following the Effective Date. The aggregate net proceeds after expenses of such sale will be distributed by the Depositary, pro rata in relation to any former holders of SpinCo common stock the respective fractions, among the Persons otherwise entitled to receive fractional interests in Bowater Common Shares. Notwithstanding the Merger foregoing, Bowater Canada or Bowater, respectively, shall be aggregated, entitled to deposit cash with the Depositary to enable the Depositary to make cash payments provided for in paragraphs (a) and no holder of SpinCo common stock shall receive cash equal to or greater than the value of one full share of Echo Common Stock. The Exchange Agent, if any, and the Distribution Agent shall cause the whole shares obtained from aggregating fractional shares that would otherwise remain across all holders of SpinCo common stock to be sold(b) above, in which case the open market Exchangeable Shares or otherwise as reasonably directed by MCK, and in no case later than 20 business days after the Effective Time. The Exchange Agent, if any, and the Distribution AgentBowater Common Shares, as the case may be, shall make available that would otherwise be sold by the net proceeds thereof, after deducting any required withholding Taxes and brokerage charges, commissions and transfer Taxes, on a pro rata basis, without interest, as soon as practicable Depositary will be surrendered to the holders of SpinCo common stock entitled to receive Bowater Canada or Bowater or no such cash. Payment of cash in lieu of fractional shares of Echo Common Stock shall will be made solely for the purpose of avoiding the expense and inconvenience to Echo of issuing fractional shares of Echo Common Stock and shall not represent separately bargained-for consideration. Provided that Echo issues to the relevant agent the number of shares required to be issued by Echo to such agent pursuant to Section 3.3, Echo shall have no liability whatsoever to any holders of SpinCo common stock with respect to cash delivered in lieu of fractional shares. As used herein, the term “Tax” has the meaning set forth in the Tax Matters Agreement (substantially in the form set forth on Exhibit B) to be entered into by and among Echo, MCK and SpinCo prior to the Distribution (the “Tax Matters Agreement”)issued.

No Fractional Shares. (ai) No Except as otherwise agreed to by the -------------------- Company and Parent as provided in Section 2.02(e)(v), no certificates or scrip representing fractional shares of Echo Newco Common Stock shall be issued upon the conversion of SpinCo common stock Company Common Stock pursuant to Section 3.12.01, and such fractional share interests shall not entitle the owner thereof to vote or to any rights of a holder of Echo Newco Common Stock. For purposes of this Section 3.32.02(e), all fractional shares to which a single record holder would be entitled shall be aggregatedaggregated and calculations shall be rounded to three decimal places. (bii) Fractional As promptly as practicable following the Merger Effective Time, the Exchange Agent shall determine the excess of (A) the number of shares of Echo Newco Common Stock that would otherwise delivered to the Exchange Agent by Newco pursuant to Section 2.02(a) over (B) the aggregate number of whole shares of Newco Common Stock to be allocable issued to any former holders of SpinCo common stock Company Common Stock pursuant to Section 2.02(b) (such excess being herein called the "Excess Shares"). As soon after the Merger ------------- Effective Time as practicable, the Exchange Agent, as agent for the holders of Company Common Stock, shall sell the Excess Shares at then prevailing prices on the New York Stock Exchange (the "NYSE"), ---- all in the Merger manner provided in Section 2.02(e)(iii). (iii) The sale of the Excess Shares by the Exchange Agent shall be aggregatedexecuted on the NYSE through one or more member firms of the NYSE and shall be executed in round lots to the extent practicable. The proceeds from such sale or sales available for distribution to the holders of Company Common Stock shall be reduced by transfer taxes in connection with such sale or sales of the Excess Shares. Until the net proceeds of such sale or sales have been distributed to the holders of Company Common Stock entitled thereto, and no holder the Exchange Agent shall hold such proceeds in trust for such holders of SpinCo common stock shall receive cash equal to or greater than Company Common Stock (the value of one full share of Echo "Common StockShares Trust"). The Exchange AgentAgent shall determine the portion of the -------------------- Common Shares Trust to which each holder of a Certificate shall be entitled, if any, by multiplying the amount of the aggregate net proceeds comprising the Common Shares Trust by a fraction, the numerator of which is the amount of the fractional share interest in a share of Newco Common Stock to which such holder is entitled under Section 2.01(b)(ii) (or would be entitled but for this Section 2.02(e)) and the Distribution Agent shall cause denominator of which is the whole shares obtained from aggregating aggre gate amount of fractional shares that would otherwise remain across interests in a share of Newco Common Stock to which all holders of SpinCo common stock to be sold, in the open market or otherwise Company Common Stock are entitled. (iv) As soon as reasonably directed by MCK, and in no case later than 20 business days practicable after the Effective Time. The Exchange Agentdetermination of the amount of cash, if any, and to be paid to holders of Company Common Stock in lieu of any fractional share interests in Newco Common Stock, the Distribution Agent, as the case may be, Exchange Agent shall make available the net proceeds thereof, after deducting any required withholding Taxes and brokerage charges, commissions and transfer Taxes, on a pro rata basissuch amounts, without interest, as soon as practicable to the such holders of SpinCo common stock entitled to receive such cash. Payment cash . (v) Notwithstanding anything herein to the contrary, if the Company and Parent so agree prior to the Closing, Newco may establish a common stock direct share registration program pursuant to which shareholders would receive a book entry credit for fractional shares of cash Newco Common Stock in lieu of cash as otherwise provided in this Section 2.02(e). If the Company and Parent agree to have Newco establish such a program, any reference herein to fractional shares of Echo Common Stock shall be made solely for the purpose of avoiding the expense and inconvenience refer to Echo of issuing such book entry fractional shares of Echo Common Stock and shall not represent separately bargained-for consideration. Provided that Echo issues to the relevant agent the number of shares required to no cash will be issued for such shares except as may be provided by Echo to such agent pursuant to Section 3.3, Echo shall have program. In no liability whatsoever to any holders of SpinCo common stock with respect to cash delivered in lieu of event will Newco issue certificates or script representing fractional shares. As used herein, the term “Tax” has the meaning set forth in the Tax Matters Agreement (substantially in the form set forth on Exhibit B) to be entered into by and among Echo, MCK and SpinCo prior to the Distribution (the “Tax Matters Agreement”).

No Fractional Shares. (a) No certificates or scrip representing fractional shares of Echo Sterling Common Stock shall be issued upon the conversion surrender for exchange of SpinCo common Certificates, and no dividend or other distribution, stock pursuant split or interest shall relate to Section 3.1any such fractional security, and such fractional share interests shall not entitle the owner thereof to vote any voting or to any other rights of a security holder of Echo Sterling. In lieu of any fractional security, each holder of shares of Company Common Stock. For purposes Stock who would otherwise have been entitled to a fraction of a share of Sterling Common Stock upon surrender of the Certificate(s) for such Company Common Stock for exchange will be paid an amount in cash (without interest) equal to such holder's proportionate interest in the amount of the net proceeds from the sale or sales by the Exchange Agent in accordance with the provisions of this Section 3.34.06, on behalf of all such holders, of the aggregate fractional shares of Sterling Common Stock issued pursuant to which a single record holder would be entitled Article III. As soon as practicable following the Effective Time, the Exchange Agent shall be aggregated. determine the excess of (bA) Fractional the number of whole shares of Echo Sterling Common Stock that would otherwise delivered to the Exchange Agent by Sterling pursuant to Section 4.01 over (B) the aggregate number of whole shares of Sterling Common Stock to be allocable distributed to any holders of Company Common Stock pursuant to Article III (such excess being herein called the "Excess Securities") and the Exchange Agent, as agent for the former holders of SpinCo common stock in Company Common Stock, shall sell the Merger Excess Securities at the prevailing prices on the Nasdaq Stock Market. The sale of the Excess Securities by the Exchange Agent shall be aggregatedexecuted on the Nasdaq Stock Market through one or more member firms of the Nasdaq Stock Market and shall be executed in round lots to the extent practicable. Sterling shall pay all commissions, transfer taxes and no holder other out-of-pocket transaction costs, including the expenses and compensation of SpinCo common stock shall receive cash equal to or greater than the value of one full share of Echo Common Stock. The Exchange Agent, if anyincurred in connection with such sale of Excess Securities. Until the net proceeds of such sale of Excess Securities have been distributed to the former stockholders of the Company, the Exchange Agent will hold such proceeds and dividends in trust for such former stockholders. As soon as practicable after the Distribution Agent shall cause determination of the whole shares obtained from aggregating fractional shares that would otherwise remain across all holders amount of SpinCo common stock cash to be soldpaid to former stockholders of the Company in lieu of any fractional interests, in the open market or otherwise as reasonably directed by MCK, and in no case later than 20 business days after the Effective Time. The Exchange Agent, if any, and the Distribution Agent, as the case may be, Agent shall make available the net proceeds thereof, after deducting any required withholding Taxes and brokerage charges, commissions and transfer Taxes, on a pro rata basis, without interest, as soon as practicable to the holders of SpinCo common stock entitled to receive in accordance with this Agreement such cash. Payment of cash in lieu of fractional shares of Echo Common Stock shall be made solely for the purpose of avoiding the expense and inconvenience to Echo of issuing fractional shares of Echo Common Stock and shall not represent separately bargained-for consideration. Provided that Echo issues to the relevant agent the number of shares required to be issued by Echo amounts to such agent pursuant to Section 3.3, Echo shall have no liability whatsoever to any holders of SpinCo common stock with respect to cash delivered in lieu of fractional shares. As used herein, the term “Tax” has the meaning set forth in the Tax Matters Agreement (substantially in the form set forth on Exhibit B) to be entered into by and among Echo, MCK and SpinCo prior to the Distribution (the “Tax Matters Agreement”)former stockholders.

No Fractional Shares. (a) No certificates or scrip representing fractional shares of Echo Exchangeable Shares or fractional Bowater Common Stock Shares shall be issued upon the conversion surrender for exchange of SpinCo common stock certificates pursuant to Section 3.14.1 or 4.2 and no dividend, stock split or other change in the capital structure of Bowater Canada or Bowater shall relate to any such fractional security and such fractional share interests shall not entitle the owner thereof to vote or to exercise any rights of as a security holder of Echo Common StockBowater Canada or Bowater. For purposes In lieu of this Section 3.3, any such fractional securities: (a) each Person otherwise entitled to a fractional interest in an Exchangeable Share will receive a cash payment equal to such Person's pro rata portion of the net proceeds after expenses received by the Depositary upon the sale of whole shares representing an accumulation of all fractional shares interests in Exchangeable Shares to which a single record holder all such Persons would otherwise be entitled. The Depositary will sell such Exchangeable Shares by private sale (including by way of sale through the facilities of any stock exchange upon which the Exchangeable Shares are then listed) as soon as reasonably practicable following the Effective Date. The aggregate net proceeds after expenses of such sale will be distributed by the Depositary, pro rata in relation to the respective fractions, among the Persons otherwise entitled shall be aggregated.to receive fractional interests in Exchangeable Shares; and (b) Fractional each person otherwise entitled to a fractional interest in a Bowater Common Share will receive a cash payment equal to such Person's pro rata portion of the net proceeds after expenses received by the Depositary upon the sale of whole shares representing an accumulation of Echo all fractional interests in Bowater Common Stock that Shares to which all such Persons would otherwise be allocable to any former holders of SpinCo common stock in the Merger shall be aggregated, and no holder of SpinCo common stock shall receive cash equal to or greater than the value of one full share of Echo Common Stockentitled. The Exchange Agent, if any, and Depositary will sell such Bowater Common Shares on the Distribution Agent shall cause the whole shares obtained from aggregating fractional shares that would otherwise remain across all holders of SpinCo common stock to be sold, in the open market or otherwise as reasonably directed by MCK, and in no case later than 20 business days after the Effective Time. The Exchange Agent, if any, and the Distribution Agent, as the case may be, shall make available the net proceeds thereof, after deducting any required withholding Taxes and brokerage charges, commissions and transfer Taxes, on a pro rata basis, without interest, NYSE as soon as practicable to following the holders Effective Date. The aggregate net proceeds after expenses of SpinCo common stock entitled to receive such cash. Payment of cash in lieu of fractional shares of Echo Common Stock shall sale will be made solely for the purpose of avoiding the expense and inconvenience to Echo of issuing fractional shares of Echo Common Stock and shall not represent separately bargained-for consideration. Provided that Echo issues to the relevant agent the number of shares required to be issued by Echo to such agent pursuant to Section 3.3, Echo shall have no liability whatsoever to any holders of SpinCo common stock with respect to cash delivered in lieu of fractional shares. As used herein, the term “Tax” has the meaning set forth in the Tax Matters Agreement (substantially in the form set forth on Exhibit B) to be entered into by and among Echo, MCK and SpinCo prior to the Distribution (the “Tax Matters Agreement”).distributed by

No Fractional Shares. (ai) No certificates or scrip representing evidencing fractional shares of Echo Metromedia Common Stock shall be issued upon the conversion surrender for exchange of SpinCo common stock pursuant to Section 3.1the Certificates, and such fractional share interests shall will not entitle the owner thereof to vote or to any rights of a holder stockholder of Echo Common Stock. For purposes of this Section 3.3, all fractional shares to which a single record holder would be entitled shall be aggregatedthe Surviving Corporation. (bii) Fractional As promptly as practicable following the Effective Time, the Exchange Agent shall determine the excess of (x) the number of full shares of Echo Metromedia Common Stock that would otherwise in the Exchange Fund over (y) the aggregate number of full shares of Metromedia Common Stock to be allocable distributed to any former holders of SpinCo common stock the Company Common Stock pursuant to Section 2.2(a)(such excess being herein called the "Company Excess Securities"). As soon after the Effective Time as practicable, the Exchange Agent, as agent for the holders of Metromedia Common Stock, shall sell the Company Excess Shares at then prevailing prices in the Merger manner provided in paragraph (iii) of this Section. (iii) The sale of the Company Excess Securities by the Exchange Agent shall be aggregatedexecuted on the principal national securities exchange on which the shares of Metromedia Common Stock are listed or, if such securities are not listed, on the National Association of Securities Dealers, Inc. Automated Quotation System ("NASDAQ") and no holder shall be executed in round lots to the extent practicable. Until the net proceeds of SpinCo common stock such sale or sales have been distributed to the former stockholders of the Company, the Exchange Agent will hold such proceeds in trust for the former stockholders of the Company (the "Company Securities Trust"). Metromedia shall receive cash equal to or greater than pay all commissions, transfer taxes and other out-of- pocket transaction costs, including the value expenses and compensation, of one full share the Exchange Agent incurred in connection with such sale of Echo Common StockCompany Excess Securities out of the Company Securities Trust. The Exchange AgentAgent shall determine the portion of the Company Securities Trust to which each former stockholder of the Company shall be entitled, if any, by multiplying the amount of the aggregate net proceeds comprising the Company Securities Trust by a fraction, the numerator of which is the amount of the fractional share interest to which such former stockholder of the Company is entitled and the Distribution Agent shall cause denominator of which is the whole shares obtained from aggregating aggregate amount of fractional shares that would otherwise remain across share interests to which all holders of SpinCo common stock to be sold, in the open market or otherwise are entitled. (iv) As soon as reasonably directed by MCK, and in no case later than 20 business days practicable after the Effective Time. The Exchange Agentdetermination of the amount of cash, if any, and to be paid to former stockholders of the Distribution AgentCompany in lieu of any fractional interests, as the case may be, Exchange Agent shall make available the net proceeds thereof, after deducting any required withholding Taxes and brokerage charges, commissions and transfer Taxes, on a pro rata basis, without interest, as soon as practicable to the holders of SpinCo common stock entitled to receive such cash. Payment of cash in lieu of fractional shares of Echo Common Stock shall be made solely for the purpose of avoiding the expense and inconvenience to Echo of issuing fractional shares of Echo Common Stock and shall not represent separately bargained-for consideration. Provided that Echo issues to the relevant agent the number of shares required to be issued by Echo amounts to such agent pursuant to Section 3.3, Echo shall have no liability whatsoever to any holders former stockholders of SpinCo common stock with respect to cash delivered in lieu of fractional shares. As used herein, the term “Tax” has the meaning set forth in the Tax Matters Agreement (substantially in the form set forth on Exhibit B) to be entered into by and among Echo, MCK and SpinCo prior to the Distribution (the “Tax Matters Agreement”)Company.

No Fractional Shares. (a) No certificates or scrip representing fractional shares of Echo Yamana Common Stock Shares shall be issued delivered to Former Corporation Shareholders in connection with this Plan of Arrangement. The number of Yamana Common Shares to be delivered to Former Corporation Shareholders shall be rounded down to the nearest whole Yamana Common Share in the event that a Former Corporation Shareholder is entitled to a fractional Yamana Common Share. In lieu of any such fractional Yamana Common Share, each Corporation Shareholder otherwise entitled to a fractional interest in Yamana Common Shares will be entitled to receive a cash payment equal to such Corporation Shareholder’s pro rata portion of the net proceeds after expenses received by the Depositary upon the conversion sale of SpinCo common stock pursuant to Section 3.1, and such fractional share interests shall not entitle the owner thereof to vote or to any rights whole shares representing an accumulation of a holder of Echo Common Stock. For purposes of this Section 3.3, all fractional shares interests in Yamana Common Shares to which a single record holder all such Corporation Shareholders would otherwise be entitled. The Depositary will sell such Yamana Common Shares by private sale (including by way sale through the facilities of any stock exchange upon which the Yamana Common Shares are then listed) as soon as reasonably practicable following the Effective Date. The aggregate net proceeds after expenses of such sale will be distributed by the Depositary, pro rata in relation to the respective fractions, among Corporation Shareholders otherwise entitled shall be aggregatedto receive fractional interests in Yamana Common Shares. (b) Fractional No fractional New Corporation Common Shares shall be issued to Former Corporation Shareholders in connection with this Plan of Arrangement. The number of New Corporation Common Shares to be issued to Former Corporation Shareholders shall be rounded down to the nearest whole New Corporation Common Share in the event that a Former Corporation Shareholder is entitled to a fractional New Corporation Common Share. In lieu of any such fractional New Corporation Common Share, each Corporation Shareholder otherwise entitled to a fractional interest in New Corporation Common Shares will be entitled to receive a cash payment equal to such Corporation Shareholder’s pro rata portion of the net proceeds after expenses received by the Depositary upon the sale of whole shares representing an accumulation of Echo all fractional interests in New Corporation Common Stock that Shares to which all such Corporation Shareholders would otherwise be allocable to any former holders of SpinCo common stock in the Merger shall be aggregated, and no holder of SpinCo common stock shall receive cash equal to or greater than the value of one full share of Echo Common Stockentitled. The Exchange Agent, if any, and Depositary will sell such New Corporation Common Shares by private sale (including by way sale through the Distribution Agent shall cause facilities of any stock exchange upon which the whole shares obtained from aggregating fractional shares that would otherwise remain across all holders of SpinCo common stock to be sold, in the open market or otherwise as reasonably directed by MCK, and in no case later than 20 business days after the Effective Time. The Exchange Agent, if any, and the Distribution Agent, as the case may be, shall make available the net proceeds thereof, after deducting any required withholding Taxes and brokerage charges, commissions and transfer Taxes, on a pro rata basis, without interest, New Corporation Common Shares are then listed) as soon as reasonably practicable following the Effective Date. The aggregate net proceeds after expenses of such sale will be distributed by the Depositary, pro rata in relation to the holders of SpinCo common stock respective fractions, among Corporation Shareholders otherwise entitled to receive such cash. Payment of cash fractional interests in lieu of fractional shares of Echo New Corporation Common Stock shall be made solely for the purpose of avoiding the expense and inconvenience to Echo of issuing fractional shares of Echo Common Stock and shall not represent separately bargained-for consideration. Provided that Echo issues to the relevant agent the number of shares required to be issued by Echo to such agent pursuant to Section 3.3, Echo shall have no liability whatsoever to any holders of SpinCo common stock with respect to cash delivered in lieu of fractional shares. As used herein, the term “Tax” has the meaning set forth in the Tax Matters Agreement (substantially in the form set forth on Exhibit B) to be entered into by and among Echo, MCK and SpinCo prior to the Distribution (the “Tax Matters Agreement”)Shares.

No Fractional Shares. (a) No certificates or scrip representing fractional shares of Echo Trust Common Stock Shares shall be issued upon the conversion surrender for exchange of SpinCo common stock pursuant to Section 3.1Certificates, and such fractional share interests shall will not entitle the owner thereof to vote vote, to receive dividends or to any other rights of a holder shareholder of Echo Common Stock. For purposes of this Section 3.3, all fractional shares to which a single record holder would be entitled shall be aggregatedTrust. (b) Fractional Notwithstanding any other provision of this Agreement, each holder of shares of Echo Capital Common Stock that exchanged pursuant to the Merger who would otherwise be allocable have been entitled to any former holders receive a fraction of SpinCo common stock an Trust Common Share (after taking into account all Certificates delivered by such holder) shall receive, from the Exchange Agent in accordance with the Merger shall be aggregatedprovisions of this Section 4.9, and no holder a cash payment in lieu of SpinCo common stock shall receive cash equal to or greater than the value of one full share of Echo such fractional Trust Common Stock. The Exchange AgentShares, as applicable, representing such holder's proportionate interest, if any, in the net proceeds from the sale by the Exchange Agent in one or more transactions (which sale transactions shall be made at such times, in such manner and on such terms as the Distribution Exchange Agent shall cause determine in its reasonable discretion) on behalf of all such holders of the whole shares obtained from aggregating aggregate of the fractional shares that Trust Common Shares, as applicable, which would otherwise remain across all have been issued (the "Excess Trust Shares"). The sale of the Excess Trust Shares by the Exchange Agent shall be executed on the American Stock Exchange (the "AMEX") through one or more member firms of the AMEX and shall be executed in round lots to the extent practicable. Until the net proceeds of such sale or sales have been distributed to the holders of SpinCo common stock to be soldCertificates, the Exchange Agent will hold such proceeds in trust (the "Exchange Trust") for the holders of Certificates. Trust shall pay all commissions, transfer taxes and other out-of-pocket transaction costs, including the expenses and compensation of the Exchange Agent, incurred in connection with this sale of the Excess Trust Shares (other than transfer taxes that, under applicable state law, are solely the liability of the holders of Capital Common Stock exchanging such shares in the open market or otherwise Merger (which taxes shall be paid by such holders). As soon as reasonably directed by MCK, and in no case later than 20 business days practicable after the Effective Time. The Exchange Agentdetermination of the amount of cash, if any, and to be paid to holders of Certificates in lieu of any fractional Trust Common Shares, the Distribution Agent, as the case may be, Exchange Agent shall make available the net proceeds thereof, after deducting any required withholding Taxes and brokerage charges, commissions and transfer Taxes, on a pro rata basis, such amounts to such holders of Certificates without interest, as soon as practicable to the holders of SpinCo common stock entitled to receive such cash. Payment of cash in lieu of fractional shares of Echo Common Stock shall be made solely for the purpose of avoiding the expense and inconvenience to Echo of issuing fractional shares of Echo Common Stock and shall not represent separately bargained-for consideration. Provided that Echo issues to the relevant agent the number of shares required to be issued by Echo to such agent pursuant to Section 3.3, Echo shall have no liability whatsoever to any holders of SpinCo common stock with respect to cash delivered in lieu of fractional shares. As used herein, the term “Tax” has the meaning set forth in the Tax Matters Agreement (substantially in the form set forth on Exhibit B) to be entered into by and among Echo, MCK and SpinCo prior to the Distribution (the “Tax Matters Agreement”).

No Fractional Shares. (ai) No certificates or scrip representing fractional shares of Echo Camden Common Stock shall be issued upon the conversion surrender for exchange of SpinCo common stock pursuant to Section 3.1Certificates, and such fractional share interests shall will not entitle the owner thereof to vote vote, to receive dividends or to any other rights of a stockholder of Camden. (ii) Notwithstanding any other provision of this Agreement, each holder of Echo shares of Common Stock. For purposes Stock exchanged pursuant to the Merger who would otherwise have been entitled to receive a fraction of a share of Camden Common Stock (after taking into account all Certificates delivered by such holder) shall receive, from the Exchange Agent in accordance with the provisions of this Section 3.32.2(g), all a cash payment in lieu of such fractional shares to which a single record holder would be entitled shall be aggregated. (b) Fractional shares of Echo Common Stock that would otherwise be allocable to any former holders of SpinCo common stock in the Merger shall be aggregated, and no holder of SpinCo common stock shall receive cash equal to or greater than the value of one full share of Echo Camden Common Stock. The Exchange Agent, as applicable, representing such holder's proportionate interest, if any, in the net proceeds from the sale by the Exchange Agent in one or more transactions (which sale transactions shall be made at such times, in such manner and on such terms as the Distribution Exchange Agent shall cause determine in its reasonable discretion) on behalf of all such holders of the whole shares obtained from aggregating aggregate of the fractional shares that of Camden Common Stock, as applicable, which would otherwise remain across all have been issued (the "Excess Camden Shares"). The sale of the Excess Camden Shares by the Exchange Agent shall be executed on the New York Stock Exchange (the "NYSE") through one or more member firms of the NYSE and shall be executed in round lots to the extent practicable. Until the net proceeds of such sale or sales have been distributed to the holders of SpinCo common stock to be soldCertificates, the Exchange Agent will hold such proceeds in trust (the "Exchange Trust") for the holders of Certificates. Camden shall pay all commissions, transfer taxes and other out-of-pocket transaction costs, including the expenses and compensation of the Exchange Agent, incurred in connection with this sale of the Excess Camden Shares (other than transfer taxes that, under applicable state law, are solely the liability of the holders of Common Stock exchanging such shares in the open market or otherwise Merger (which taxes shall be paid by such holders). As soon as reasonably directed by MCK, and in no case later than 20 business days practicable after the Effective Time. The Exchange Agentdetermination of the amount of cash, if any, and to be paid to holders of Certificates in lieu of any fractional shares of Camden Common Stock, the Distribution Agent, as the case may be, Exchange Agent shall make available the net proceeds thereof, after deducting any required withholding Taxes and brokerage charges, commissions and transfer Taxes, on a pro rata basis, such amounts to such holders of Certificates without interest, as soon as practicable to the holders of SpinCo common stock entitled to receive such cash. Payment of cash in lieu of fractional shares of Echo Common Stock shall be made solely for the purpose of avoiding the expense and inconvenience to Echo of issuing fractional shares of Echo Common Stock and shall not represent separately bargained-for consideration. Provided that Echo issues to the relevant agent the number of shares required to be issued by Echo to such agent pursuant to Section 3.3, Echo shall have no liability whatsoever to any holders of SpinCo common stock with respect to cash delivered in lieu of fractional shares. As used herein, the term “Tax” has the meaning set forth in the Tax Matters Agreement (substantially in the form set forth on Exhibit B) to be entered into by and among Echo, MCK and SpinCo prior to the Distribution (the “Tax Matters Agreement”).

No Fractional Shares. (a) No certificates or scrip representing fractional shares of Echo Common Stock New Parent ADSs shall be issued upon the conversion surrender of SpinCo common stock pursuant to Section 3.1Chardonnay Stock Certificates for exchange, and such fractional share interests shall will not entitle the owner thereof to vote or to any other rights of a holder of Echo Common StockNew Parent ADSs. For purposes In lieu of any such fractional New Parent ADSs, each holder of a fractional New Parent ADS shall be paid an amount in cash (without interest and subject to the amount of any withholding taxes as contemplated in Section 1.8(f)) equal to such holder’s proportionate interest in the sum of (i) the net proceeds from the sale or sales by the Exchange Agent in accordance with the provisions of this Section 3.31.6(e), on behalf of all fractional shares such holders, of the Excess Securities and (ii) the aggregate dividends or other distributions that are payable with respect to such Excess Securities pursuant to Section 1.8(d) (such dividends and distributions being herein called the “Fractional Dividends”). As soon as reasonably practicable following the Effective Time, the Exchange Agent shall determine the excess of (x) the number of New Parent ADSs into which the Chardonnay Common Stock was converted pursuant to Section 1.6(a) over (y) the aggregate number of whole New Parent ADSs to which a single record holder would be entitled shall be aggregated. (b) Fractional shares of Echo Common Stock that would otherwise be allocable to any the former holders of SpinCo common stock in Chardonnay Common Stock are entitled pursuant to Section 1.6(a) (such excess being herein called the Merger “Excess Securities”) and the Exchange Agent, as agent for the former holders of Chardonnay Common Stock, shall sell the Excess Securities at the prevailing prices on the NYSE MKT LLC (“NYSE MKT”). The sale of the Excess Securities by the Exchange Agent shall be aggregated, executed on the NYSE MKT through one or more member firms of the NYSE MKT and no holder of SpinCo common stock shall receive cash equal be executed in round lots to or greater than the value of one full share of Echo Common Stockextent practicable. The Exchange Agent, if any, and the Distribution Agent shall cause deduct from the whole shares obtained from aggregating fractional shares that would otherwise remain across proceeds of sale of the Excess Securities all holders commissions, transfer taxes and other out-of-pocket transaction costs, including the expenses and compensation of SpinCo common stock to be sold, in the open market or otherwise as reasonably directed by MCK, and in no case later than 20 business days after the Effective Time. The Exchange Agent, if any, incurred in connection with such sale of Excess Securities. Until the net proceeds of such sale of Excess Securities and the Distribution AgentFractional Dividends have been distributed to the former stockholders of Chardonnay, the Exchange Agent will hold such proceeds and dividends for the benefit of such former stockholders. As soon as reasonably practicable after the case may bedetermination of the amount of cash to be paid to former stockholders of Chardonnay for any fractional interests, the Exchange Agent shall make available the net proceeds thereof, after deducting any required withholding Taxes and brokerage charges, commissions and transfer Taxes, on a pro rata basis, without interest, as soon as practicable to the holders of SpinCo common stock entitled to receive in accordance with this Agreement such cash. Payment of cash in lieu of fractional shares of Echo Common Stock shall be made solely for the purpose of avoiding the expense and inconvenience to Echo of issuing fractional shares of Echo Common Stock and shall not represent separately bargained-for consideration. Provided that Echo issues to the relevant agent the number of shares required to be issued by Echo amounts to such agent pursuant to Section 3.3, Echo shall have no liability whatsoever to any holders of SpinCo common stock with respect to cash delivered in lieu of fractional shares. As used herein, the term “Tax” has the meaning set forth in the Tax Matters Agreement (substantially in the form set forth on Exhibit B) to be entered into by and among Echo, MCK and SpinCo prior to the Distribution (the “Tax Matters Agreement”)former stockholders.

No Fractional Shares. Notwithstanding any other provision of this Agreement, (ai) No no certificates or scrip representing fractional shares of Echo Parent Common Stock shall be issued upon in the conversion Merger and (ii) each registered Holder of SpinCo common stock RRMS Public Units converted pursuant to Section 3.1, and such the Merger who would otherwise have been entitled to receive a fractional share interests of Parent Common Stock (after taking into account all RRMS Public Units held by such Holder immediately prior to the Effective Time) shall not entitle be entitled to receive, from the owner thereof to vote or to any rights of a holder of Echo Common Stock. For purposes Exchange Agent in accordance with the provisions of this Section 3.32.1(e), all fractional shares to which a single record holder would be entitled shall be aggregated. (b) Fractional shares of Echo Common Stock that would otherwise be allocable to any former holders of SpinCo common stock in the Merger shall be aggregated, and no holder of SpinCo common stock shall receive cash equal to or greater than the value of one full share of Echo Common Stock. The Exchange Agent, if any, and the Distribution Agent shall cause the whole shares obtained from aggregating fractional shares that would otherwise remain across all holders of SpinCo common stock to be sold, in the open market or otherwise as reasonably directed by MCK, and in no case later than 20 business days after the Effective Time. The Exchange Agent, if any, and the Distribution Agent, as the case may be, shall make available the net proceeds thereof, after deducting any required withholding Taxes and brokerage charges, commissions and transfer Taxes, on a pro rata basispayment, without interest, as soon as practicable in lieu of such fractional shares representing such Holder’s proportionate interest, in the proceeds from the sale by the Exchange Agent (the “Share Proceeds”) in one or more transactions of a number of shares of Parent Common Stock, such number equal to the holders excess of SpinCo common stock (i) the aggregate number of shares of Parent Common Stock reserved with the Exchange Agent by Parent pursuant to Section 2.2(a) minus (ii) the aggregate number of whole shares of Parent Common Stock that Holders of RRMS Public Units are entitled to receive pursuant to Section 2.1(c)(i) and Section 2.1(c)(ii) (such cash. Payment excess, which, for the avoidance of cash in lieu doubt, shall be equal to the aggregate number of fractional shares of Echo Parent Common Stock shall be made solely that the registered Holders of RRMS Public Units converted pursuant to the Merger would have otherwise been entitled to receive, the “Excess Shares”). The parties acknowledge that payment of the cash Share Proceeds in lieu of issuing certificates or scrip for the purpose fractional shares was not separately bargained-for consideration but merely represents a mechanical rounding off for purposes of avoiding the expense and inconvenience to Echo of issuing fractional shares of Echo Common Stock and shall not represent separately bargained-for consideration. Provided Parent that Echo issues to would otherwise be caused by the relevant agent the number of shares required to be issued by Echo to such agent pursuant to Section 3.3, Echo shall have no liability whatsoever to any holders of SpinCo common stock with respect to cash delivered in lieu issuance of fractional shares. As used hereinsoon as practicable after the Effective Time, the term “Tax” has Exchange Agent, as agent for the meaning set forth holders of RRMS Public Units that would otherwise receive fractional shares of Parent Common Stock, shall sell the Excess Shares at then-prevailing price on the NYSE in the Tax Matters Agreement (substantially manner provided in the form set forth on Exhibit Bthis Section 2.1(e) to and such sales shall be entered into by and among Echo, MCK and SpinCo prior executed in round lots to the Distribution extent practicable. Until the Share Proceeds of such sale or sales have been distributed to the Holders of such RRMS Public Units, the Exchange Agent shall hold such Share Proceeds in trust for the benefit of the Holders of such RRMS Public Units (the “Tax Matters AgreementFractional Share Proceeds”). The Exchange Agent shall determine the portion of the Fractional Share Proceeds to which each Holder of such RRMS Public Units shall be entitled, if any, by multiplying the amount of the aggregate Share Proceeds comprising the Fractional Share Proceeds by a fraction, the numerator of which is the amount of the fractional share interest to which such Holder of such RRMS Public Units would otherwise be entitled and the denominator of which is the aggregate amount of fractional share interests to which all holders of such RRMS Public Units would otherwise be entitled.

No Fractional Shares. (a) No certificates or scrip representing fractional shares less than one whole share of Echo Parent Common Stock shall be issued upon the conversion of SpinCo common stock pursuant to this Merger Agreement. In lieu of any such fractional share, each Company Holder who would otherwise have been entitled to a fraction of a share of Parent Common Stock shall be paid cash (without interest) in an amount equal to such Company Holder's proportionate interest in the net proceeds from the sale or sales in the open market by the Exchange Agent, on behalf of all such Company Holders, of the aggregate fractional shares of Parent Common Stock issued pursuant to this Section 3.13.5. As soon as practicable following the Effective Date, the Exchange Agent shall determine the excess of (i) the number of shares of Parent Common Stock delivered to the Exchange Agent by Parent over (ii) the aggregate number of whole shares of Parent Common Stock to be distributed to the Company Holders (such excess being herein called the "Excess Shares"), and the Exchange Agent, as agent for the Company Holders, shall sell the Excess Shares at the then-prevailing prices on the New York Stock Exchange (the "NYSE"). The sale of the Excess Shares by the Exchange Agent shall be executed on the NYSE through one or more member firms of the NYSE and shall be executed in round lots to the extent practicable. The Exchange Agent shall use its best efforts to complete the sale of the Excess Shares as promptly following the Effective Date as, in the Exchange Agent's sole judgment, is practicable consistent with obtaining the best execution of such sales in light of prevailing market conditions. Parent shall pay all commissions, transfer taxes and other out-of-pocket transaction costs, including the expenses and compensation of the Exchange Agent, incurred in connection with such sale of the Excess Shares. Until the net proceeds of such sale have been distributed to the Company Holders, the Exchange Agent shall hold such proceeds in trust for the Company Holders. As soon as practicable after the determination of the amount of cash to be paid to the Company Holders in lieu of any fractional share interests interests, the Exchange Agent shall not entitle the owner thereof make available in accordance with this Merger Agreement such amounts to vote or to any rights of a holder of Echo Common Stocksuch Company Holders. For purposes of this Section 3.3, all The fractional shares to which a single record holder would be entitled shall be aggregated. (b) Fractional shares of Echo Parent Common Stock that would otherwise be allocable to any former holders interests of SpinCo common stock in the Merger shall each Company Holder will be aggregated, and no holder of SpinCo common stock shall Company Holder will receive cash in an amount equal to or greater than the value of one full whole share of Echo Parent Common Stock. The Exchange Agent, if any, and the Distribution Agent shall cause the whole shares obtained from aggregating fractional shares that would otherwise remain across all holders of SpinCo common stock to be sold, in the open market or otherwise as reasonably directed by MCK, and in no case later than 20 business days after the Effective Time. The Exchange Agent, if any, and the Distribution Agent, as the case may be, shall make available the net proceeds thereof, after deducting any required withholding Taxes and brokerage charges, commissions and transfer Taxes, on a pro rata basis, without interest, as soon as practicable to the holders of SpinCo common stock entitled to receive such cash. Payment of cash in lieu of fractional shares of Echo Common Stock shall be made solely for the purpose of avoiding the expense and inconvenience to Echo of issuing fractional shares of Echo Common Stock and shall not represent separately bargained-for consideration. Provided that Echo issues to the relevant agent the number of shares required to be issued by Echo to such agent pursuant to Section 3.3, Echo shall have no liability whatsoever to any holders of SpinCo common stock with respect to cash delivered in lieu of fractional shares. As used herein, the term “Tax” has the meaning set forth in the Tax Matters Agreement (substantially in the form set forth on Exhibit B) to be entered into by and among Echo, MCK and SpinCo prior to the Distribution (the “Tax Matters Agreement”).

No Fractional Shares. (ai) No certificates or scrip representing fractional shares of Echo Surviving Company Common Stock Shares or Surviving Company Series B Preferred Shares shall be issued upon the conversion surrender for exchange of SpinCo common stock pursuant to Section 3.1Certificates, and such fractional share interests shall will not entitle the owner thereof to vote vote, to receive dividends or to any other rights of a shareholder of Surviving Company. (ii) Notwithstanding any other provision of this Agreement, each holder of Echo Sky Merger Common Stock. For purposes Shares exchanged pursuant to the Prime/Horizon Merger who would otherwise have been entitled to receive a fraction of a Surviving Company Common Share or a Surviving Company Series B Preferred Share (after taking into account all Certificates delivered by such holder) shall receive, from the Exchange Agent in accordance with the provisions of this Section 3.31.14(g), all a cash payment in lieu of such fractional shares to which a single record holder would be entitled shall be aggregated. (b) Fractional shares of Echo Common Stock that would otherwise be allocable to any former holders of SpinCo common stock in the Merger shall be aggregatedshares, and no holder of SpinCo common stock shall receive cash equal to or greater than the value of one full share of Echo Common Stock. The Exchange Agentas applicable, representing such holder's proportionate interest, if any, in the net proceeds from the sale by the Exchange Agent in one or more transactions (which sale transactions shall be made at such times, in such manner and on such terms as the Distribution Exchange Agent shall cause determine in its reasonable discretion) on behalf of all such holders of the whole shares obtained from aggregating aggregate of the fractional shares that Surviving Company Common Shares and Surviving Company Series B Preferred Shares, as applicable, which would otherwise remain across all have been issued (the "Excess Shares"). The sale of the Excess Shares by the Exchange Agent shall be executed on the New York Stock Exchange (the "NYSE") through one or more member firms of the NYSE and shall be executed in round lots to the extent practicable. Until the net proceeds of such sale or sales have been distributed to the holders of SpinCo common stock to be soldCertificates, the Exchange Agent will hold such proceeds in trust (the open market or otherwise "Exchange Trust") for the holders of Certificates. Prime shall pay all commissions, transfer taxes and other out-of-pocket transaction costs, including the expenses and compensation of the Exchange Agent, incurred in connection with this sale of the Excess Shares. As soon as reasonably directed by MCK, and in no case later than 20 business days practicable after the Effective Time. The Exchange Agentdetermination of the amount of cash, if any, and the Distribution Agentto be paid to holders of Certificates in lieu of any fractional Surviving Company Common Shares or Surviving Company Series B Preferred Shares, as applicable, the case may be, Exchange Agent shall make available the net proceeds thereof, after deducting any required withholding Taxes and brokerage charges, commissions and transfer Taxes, on a pro rata basis, such amounts to such holders of Certificates without interest. (iii) No fractional Prime Common Units shall be issued in exchange for Horizon OP Units, as soon as practicable and no fractional interests shall entitle any holder thereof to vote, receive distributions or have any other rights in, from or to Prime Partnership. In lieu of the issuance of any fractional Prime Common Units, each holder of Horizon OP Units, upon execution and delivery of the documentation contemplated by this Section 1.14, shall be paid an amount in cash (without interest), rounded to the holders nearest cent, equal to the product of SpinCo common stock (1) the average price at which Surviving Company Common Shares constituting Excess Shares sold by the Exchange Agent pursuant to the foregoing clause (ii) and (2) the fractional amount of Prime Common Units which such holder would otherwise be entitled to receive such cash. Payment of cash in lieu of fractional shares of Echo Common Stock shall be made solely for the purpose of avoiding the expense and inconvenience to Echo of issuing fractional shares of Echo Common Stock and shall not represent separately bargained-for consideration. Provided that Echo issues to the relevant agent the number of shares required to be issued by Echo to such agent pursuant to under this Section 3.3, Echo shall have no liability whatsoever to any holders of SpinCo common stock with respect to cash delivered in lieu of fractional shares. As used herein, the term “Tax” has the meaning set forth in the Tax Matters Agreement (substantially in the form set forth on Exhibit B) to be entered into by and among Echo, MCK and SpinCo prior to the Distribution (the “Tax Matters Agreement”)1.14.

No Fractional Shares. (a1) No certificates or scrip representing fractional shares of Echo Parent Common Stock shall be issued upon the conversion of SpinCo common stock Company Common Stock pursuant to Section 3.12.01, and such fractional share interests shall not entitle the owner thereof to vote or to any rights of a holder of Echo Parent Common Stock. For purposes of this Section 3.3, all fractional shares to which a single record holder would be entitled shall be aggregated. (b2) Fractional As promptly as practicable following the Effective Time, the Exchange Agent shall determine the excess of (A) the number of shares of Echo Parent Common Stock that would otherwise delivered to the Exchange Agent by Parent pursuant to Section 2.02(a) over (B) the aggregate number of whole shares of Parent Common Stock to be allocable issued to any former holders of SpinCo common stock Company Common Stock pursuant to Section 2.02(b) (such excess being herein called the "Excess Shares"). As soon after the Effective Time as practicable, the Exchange Agent, as agent for the holders of Company Common Stock, shall sell the Excess Shares at then prevailing prices on the NYSE, all in the Merger manner provided in Section 2.02(e)(3). (3) The sale of the Excess Shares by the Exchange Agent shall be aggregatedexecuted on the NYSE through one or more member firms of the NYSE and shall be executed in round lots to the extent practicable. The proceeds from such sale or sales available for distribution to the holders of Company Common Stock shall be reduced by the compensation payable to the Exchange Agent and the expenses incurred by the Exchange Agent, in each case, in connection with such sale or sales of the Excess Shares, including all related commissions, transfer taxes and no holder other out-of-pocket transaction costs. Until the net proceeds of SpinCo common stock such sale or sales have been distributed to the holders of Company Common Stock entitled thereto, the Exchange Agent shall receive cash equal to or greater than hold such proceeds in trust for such holders of Company Common Stock (the value of one full share of Echo "Common StockShares Trust"). The Exchange AgentAgent shall determine the portion of the Common Shares Trust to which each holder of a Certificate shall be entitled, if any, by multiplying the amount of the aggregate net proceeds comprising the Common Shares Trust by a fraction, the numerator of which is the amount of the fractional share interest in a share of Parent Common Stock to which such holder is entitled under Section 2.01(c) (or would be entitled but for this Section 2.02(e)) and the Distribution Agent shall cause denominator of which is the whole shares obtained from aggregating aggre gate amount of fractional shares that would otherwise remain across interests in a share of Parent Common Stock to which all holders of SpinCo common stock Company Common Stock are entitled. (4) Notwithstanding the provisions of Sections 2.02(e)(2) and 2.02(e)(3), the Surviving Corporation may elect at its option, exercised prior to be sold, in the open market or otherwise as reasonably directed by MCK, and in no case later than 20 business days after the Effective Time, in lieu of the issuance and sale of Excess Shares and the making of the payments contemplated above, to pay each former holder of Company Common Stock an amount in cash, without interest, rounded to the nearest cent, equal to the product of (A) the amount of the fractional share interest in a share of Parent Common Stock to which such holder is entitled under Section 2.01(c) (or would be entitled but for this Section 2.02(e)) and (B) the average of the closing sale prices for Parent Common Stock on the NYSE, as reported in The Wall Street Journal, Northeastern edition, for each of the ten consecutive trading days ending with the second complete trading day prior the Closing Date (not counting the Closing Date). The Exchange AgentAny such payments shall be made at the time certificates for shares of Parent Common Stock are delivered to each former holder of Company Common Stock pursuant to Section 2.02(b). (5) As soon as practicable after the determina tion of the amount of cash, if any, and to be paid to holders of Company Common Stock in lieu of any fractional share interests in Parent Common Stock, the Distribution Agent, as the case may be, Exchange Agent shall make available the net proceeds thereof, after deducting any required withholding Taxes and brokerage charges, commissions and transfer Taxes, on a pro rata basissuch amounts, without interest, as soon as practicable to the holders of SpinCo common stock Company Common Stock entitled to receive such cash. Payment of cash in lieu of fractional shares of Echo Common Stock shall be made solely for the purpose of avoiding the expense and inconvenience to Echo of issuing fractional shares of Echo Common Stock and shall not represent separately bargained-for consideration. Provided that Echo issues to the relevant agent the number of shares required to be issued by Echo to such agent pursuant to Section 3.3, Echo shall have no liability whatsoever to any holders of SpinCo common stock with respect to cash delivered in lieu of fractional shares. As used herein, the term “Tax” has the meaning set forth in the Tax Matters Agreement (substantially in the form set forth on Exhibit B) to be entered into by and among Echo, MCK and SpinCo prior to the Distribution (the “Tax Matters Agreement”).

No Fractional Shares. (ai) No certificates or scrip representing -------------------- fractional shares of Echo Parent Common Stock shall be issued upon the conversion surrender for exchange of SpinCo common stock certificates that immediately prior to the Effective Time represented Shares which have been converted pursuant to Section 3.1, and such fractional share interests shall will not entitle the owner thereof to vote or to any rights of a holder stockholder of Echo Common Stock. For purposes of this Section 3.3, all fractional shares to which a single record holder would be entitled shall be aggregatedParent. (bii) Fractional shares In lieu of Echo Common Stock that would otherwise be allocable to any former holders of SpinCo common stock in such fractional shares, the Merger shall be aggregated, and no holder of SpinCo common stock shall receive cash equal to or greater than the value of one full share of Echo Common Stock. The Exchange Agent, if any, and the Distribution Paying Agent shall cause the whole shares obtained from aggregating fractional shares that would otherwise remain across all holders of SpinCo common stock to be sold, in the open market or otherwise as reasonably directed by MCK, and in no case later than 20 business days after the Effective Time. The Exchange Agent, if any, and the Distribution Agent, as the case may be, shall make available the net proceeds thereof, after deducting any required withholding Taxes and brokerage charges, commissions and transfer Taxes, on a pro rata basis, without interestshall, as soon as practicable after the Effective Time, aggregate all such fractional interests (collectively, the "Fractional Shares") and, at Parent's option, such Fractional Shares shall be purchased by Parent or otherwise sold by the Paying Agent as agent for the holders of such Fractional Shares, in either case, at the then prevailing price on the New York Stock Exchange, Inc. ("NYSE"), all in the manner provided hereinafter. Until the net proceeds of such sale or sales have been distributed to the holders of SpinCo common stock entitled to receive Fractional Shares, the Paying Agent shall retain such cashproceeds in trust for the benefit of such holders as part of the Payment Fund. Payment Parent shall pay all commissions, transfer taxes and other out- of-pocket transaction costs, including expenses and compensation of cash the Paying Agent, incurred in lieu connection with such sale of fractional shares the Fractional Shares. To the extent not purchased by Parent, the sale of Echo Common Stock the Fractional Shares by the Paying Agent shall be made solely for executed on the purpose NYSE or through one or more member firms of avoiding the expense NYSE and inconvenience to Echo of issuing fractional shares of Echo Common Stock and shall not represent separately bargained-for consideration. Provided that Echo issues will be executed in round lots to the relevant agent extent practicable. In either case, the number Paying Agent will determine the portion, if any, of shares required the net proceeds of such sale to be issued which each holder of Fractional Shares is entitled by Echo multiplying the amount of the aggregate net proceeds of the sale of the Fractional Shares by a fraction the numerator of which is the amount of Fractional Shares to which such agent pursuant holder is entitled and the denominator of which is the aggregate amount of Fractional Shares to Section 3.3, Echo shall have no liability whatsoever to any which all holders of SpinCo common stock with respect to cash delivered in lieu of fractional shares. As used herein, the term “Tax” has the meaning set forth in the Tax Matters Agreement (substantially in the form set forth on Exhibit B) to be entered into by and among Echo, MCK and SpinCo prior to the Distribution (the “Tax Matters Agreement”)Fractional Shares are entitled.

No Fractional Shares. (a) No certificates certificate or scrip representing fractional shares of Echo Parent Common Stock shall be issued upon the conversion surrender for exchange of SpinCo common stock pursuant to Section 3.1Certificates, and such fractional share interests shall will not entitle the owner thereof to vote or to any rights of a holder stockholder of Echo Common Stock. For purposes of this Section 3.3, all fractional shares to which a single record holder would be entitled shall be aggregatedParent. (b) Fractional As promptly as practicable following the Effective Time, the Exchange Agent shall determine the excess of (x) the number of full shares of Echo Parent Common Stock that would otherwise delivered to the Exchange Agent by Parent pursuant to Section 3.2 hereof over (y) the aggregate number of full shares of Parent Common Stock to be allocable distributed to any former holders of SpinCo common stock Shares pursuant to Section 3.1 hereof (such excess being herein called the "EXCESS SHARES"). As soon after the Effective Time as practicable, the Exchange Agent, as agent for the holders of Shares, shall sell the Excess Shares at then prevailing prices on the New York Stock Exchange, Inc. (the "NYSE"), all in the Merger manner provided in paragraph (c) of this Section 3.3. (c) The sale of the Excess Shares by the Exchange Agent shall be aggregatedexecuted on the NYSE through one or more member firms of the NYSE and shall be executed in round lots to the extent practicable. Until the net proceeds of such sale or sales have been distributed to the holders of Shares, the Exchange Agent will hold such proceeds in trust for the holders of Shares (the "SHARES TRUST"). All commissions, transfer taxes and no holder other out-of-pocket transaction costs, including the expenses and compensation of SpinCo common stock the Exchange Agent, incurred in connection with such sale of the Excess Shares shall receive cash equal to or greater than be paid out of proceeds from the value sale of one full share of Echo Common Stocksuch Excess Shares. The Exchange AgentAgent shall determine the portion of the Shares Trust to which each holder of Shares shall be entitled, if any, by multiplying the amount of the aggregate net proceeds comprising the Shares Trust by a fraction the numerator of which is the amount of the fractional share interest to which such holder of Shares is entitled and the Distribution Agent shall cause denominator of which is the whole shares obtained from aggregating aggregate amount of fractional shares that would otherwise remain across share interests to which all holders of SpinCo common stock to be sold, in the open market or otherwise Shares are entitled. (d) As soon as reasonably directed by MCK, and in no case later than 20 business days practicable after the Effective Time. The Exchange Agentdetermination of the amount of cash, if any, and to be paid to holders of Shares in lieu of any fractional share interests, the Distribution Agent, as the case may be, Exchange Agent shall make available the net proceeds thereof, after deducting any required withholding Taxes and brokerage charges, commissions and transfer Taxes, on a pro rata basis, without interest, as soon as practicable such amount to the such holders of SpinCo common stock entitled to receive such cash. Payment of cash in lieu of fractional shares of Echo Common Stock shall be made solely for the purpose of avoiding the expense and inconvenience to Echo of issuing fractional shares of Echo Common Stock and shall not represent separately bargained-for consideration. Provided that Echo issues to the relevant agent the number of shares required to be issued by Echo to such agent pursuant to Section 3.3, Echo shall have no liability whatsoever to any holders of SpinCo common stock with respect to cash delivered in lieu of fractional shares. As used herein, the term “Tax” has the meaning set forth in the Tax Matters Agreement (substantially in the form set forth on Exhibit B) to be entered into by and among Echo, MCK and SpinCo prior to the Distribution (the “Tax Matters Agreement”)Shares.

No Fractional Shares. (a) No certificates or scrip representing fractional shares of Echo Parent Common Stock shall be issued upon the conversion surrender for exchange of SpinCo common stock pursuant Company Certificates, no dividend or distribution with respect to Section 3.1, Parent Common Stock shall be payable on or with respect to any fractional share and such fractional share interests shall will not entitle the owner thereof to vote or to any rights of a holder stockholder of Echo Common Stock. For purposes of this Section 3.3, all fractional shares to which a single record holder would be entitled shall be aggregatedParent. (b) Fractional As promptly as practicable following the Effective Time, the Exchange Agent shall determine the excess of (x) the number of full shares of Echo Parent Common Stock that would otherwise delivered to the Exchange Agent by Parent over (y) the aggregate number of full shares of Parent Common Stock to be allocable distributed to any former holders of SpinCo common stock Company Common Stock (such excess being herein called the "Excess Shares"). As soon after the Effective Time as practicable, the Exchange Agent, as agent for such holders of Parent Common Stock, shall sell the Excess Shares at then prevailing prices on the New York Stock Exchange, Inc. (the "NYSE"), all in the Merger manner provided in paragraph (c) of this Section 3.4. (c) The sale of the Excess Shares by the Exchange Agent shall be aggregatedexecuted on the NYSE through one or more member firms of the NYSE and shall be executed in round lots to the extent practicable. The Exchange Agent shall use all reasonable efforts to complete the sale of the Excess Shares as promptly following the Effective Time as, and no holder in the Exchange Agent's reasonable judgment, is practicable consistent with obtaining the best execution of SpinCo common stock shall receive cash equal such sales in light of prevailing market conditions. Until the net proceeds of any such sale or sales have been distributed to or greater than such holders of Company Common Stock, the value Exchange Agent will hold such proceeds in trust for such holders of one full share of Echo Company Common Stock. Parent shall pay all commissions, transfer taxes and other out-of-pocket transaction costs of the Exchange Agent incurred in connection with such sale or sales of Excess Shares. In addition, Parent shall pay the Exchange Agent's compensation and expenses in connection with such sale or sales. The Exchange AgentAgent shall determine the portion of such net proceeds to which each holder of Company Common Stock shall be entitled, if any, by multiplying the amount of the aggregate net proceeds by a fraction the numerator of which is the amount of the fractional share interest to which such holder of Company Common Stock is entitled (after taking into account all shares of Company Common Stock then held by such holder) and the Distribution Agent shall cause denominator of which is the whole shares obtained from aggregating aggregate amount of fractional shares that would otherwise remain across share interests to which all holders of SpinCo common stock Certificates representing Company Common Stock are entitled. (d) Notwithstanding the provisions of this Section 3.4, Parent may elect, at its option exercised prior to the Effective Time and in lieu of the issuance and sale of Excess Shares and the making of the payments contemplated in such subsections, to pay to the Exchange Agent an amount in cash sufficient for the Exchange Agent to pay each holder of Company Common Stock an amount in cash equal to the product obtained by multiplying (x) the fractional share interest to which such holder would otherwise be soldentitled (after taking into account all shares of Company Common Stock held at the Effective Time by such holder) by (y) the closing price for a share of Parent Common Stock on the NYSE on the first business day immediately following the Effective Time and, in such case, all references herein to the open market or otherwise cash proceeds of the sale of the Excess Shares and similar references shall be deemed to mean and refer to the payments calculated as reasonably directed by MCK, and set forth in no case later than 20 business days this Section 3.4(d)). (e) As soon as practicable after the Effective Time. The Exchange Agentdetermination of the amount of cash, if any, and the Distribution Agent, as the case may be, shall make available the net proceeds thereof, after deducting any required withholding Taxes and brokerage charges, commissions and transfer Taxes, on a pro rata basis, without interest, as soon as practicable to the be paid to holders of SpinCo common stock entitled to receive such cash. Payment of cash in lieu of fractional shares of Echo Company Common Stock shall be made solely for the purpose of avoiding the expense and inconvenience to Echo of issuing fractional shares of Echo Common Stock and shall not represent separately bargained-for consideration. Provided that Echo issues to the relevant agent the number of shares required to be issued by Echo to such agent pursuant to Section 3.3, Echo shall have no liability whatsoever to any holders of SpinCo common stock with respect to cash delivered in lieu of any fractional shares. As used hereinshare interests, the term “Tax” has the meaning set forth in the Tax Matters Agreement (substantially in the form set forth on Exhibit B) Exchange Agent shall promptly pay such amounts to be entered into by and among Echo, MCK and SpinCo prior to the Distribution (the “Tax Matters Agreement”)such holders of Company Common Stock.

No Fractional Shares. (a1) No Notwithstanding anything herein to the contrary, no certificates or scrip representing evidencing fractional shares of Echo the Acquiror Common Stock or Depositary Shares shall be issued upon in connection with the conversion Merger. (2) Any fractional interests in shares of SpinCo common stock pursuant Acquiror Common Stock to Section 3.1, and such fractional share interests which a holder of record of Company Common Stock at the Effective Time would otherwise be entitled shall not entitle the owner thereof such holder to vote or to any rights of a stockholder of the Acquiror. In lieu of any such fractional interests in shares of Acquiror Common Stock, each holder of Echo record of Company Common Stock. For purposes Stock at the Effective Time who but for the provisions of this Section 3.3, all fractional shares to which a single record holder 3.02(e) would be entitled shall be aggregated. (b) Fractional shares to receive a fractional interest of Echo a share of the Acquiror Common Stock that would otherwise be allocable to any former holders by virtue of SpinCo common stock in the Merger shall be aggregatedpaid cash, without any interest thereon, as hereinafter provided. The Acquiror shall instruct the Exchange Agent to determine the number of whole shares and no fractional shares of the Acquiror Common Stock allocable to each holder of SpinCo common stock shall record of Company Common Stock at the Effective Time, to aggregate all such fractional shares into whole shares, to deposit such whole shares in the name of the Exchange Agent with the Depositary pursuant to the Deposit Agreement, to sell the whole Depositary Shares obtained thereby in the open market at then prevailing prices on behalf of holders who otherwise would be entitled to receive cash equal fractional share interests and to or greater than the value of one full distribute to each such holder such holder's ratable share of Echo the total proceeds of such sale based on the fractional interests in shares of Acquiror Common Stock. The Exchange AgentStock to which such holder would otherwise have been entitled compared with the aggregate number of such fractional interests, after making appropriate deductions of the amount, if any, required for federal income tax withholding purposes and after deducting any applicable transfer taxes. All brokers' fees and commissions incurred in connection with such sales, as well as the Distribution Agent price of any remaining shares of Acquiror Common Stock that are insufficient to obtain a whole Depositary Share under the Deposit Agreement, shall cause be paid by the whole Acquiror. (3) To the extent that a holder of Company Common Stock would be entitled hereunder to a number of shares obtained from aggregating fractional shares of Acquiror Common Stock that would otherwise remain across all holders of SpinCo common stock to be soldis not evenly divisible by five (5), in the open market or otherwise as reasonably directed by MCK, and in no case later than 20 business days after the Effective Time. The Exchange Agent, if any, and after depositing with the Distribution Agent, Depositary all such shares of Acquiror Common Stock to which such holder would be so entitled as will entitle the case may beholder to receive Depositary Shares pursuant to the Deposit Agreement, shall make available distribute to each such holder a certificate evidencing the net proceeds thereof, after deducting any required withholding Taxes and brokerage charges, commissions and transfer Taxes, on a pro rata basis, without interest, as soon as practicable to the holders of SpinCo common stock entitled to receive such cash. Payment of cash in lieu of fractional remaining shares of Echo Acquiror Common Stock shall be made solely for together with the purpose of avoiding Depositary Receipts evidencing the expense and inconvenience to Echo of issuing fractional shares of Echo Common Stock and shall not represent separately bargained-for consideration. Provided that Echo issues to Depositary Shares so obtained by the relevant agent the number of shares required to be issued by Echo to such agent pursuant to Section 3.3, Echo shall have no liability whatsoever to any holders of SpinCo common stock with respect to cash delivered in lieu of fractional shares. As used herein, the term “Tax” has the meaning set forth in the Tax Matters Agreement (substantially in the form set forth on Exhibit B) to be entered into by and among Echo, MCK and SpinCo prior to the Distribution (the “Tax Matters Agreement”)Exchange Agent.

No Fractional Shares. (ai) No certificates or scrip representing fractional shares of Echo Common Stock shall be issued upon the conversion surrender for exchange of SpinCo common stock pursuant to Section 3.1ROC Certificates, and such fractional share interests shall will not entitle the owner thereof to vote vote, to receive dividends or to any other rights of a stockholder of Chateau. (ii) Notwithstanding any other provision of this Agreement, each holder of Echo shares of ROC Stock exchanged in the Merger who would otherwise have been entitled to receive a fraction of a share of Common Stock. For purposes Stock (after taking into account all ROC Certificates delivered by such holder) shall receive, from the Exchange Agent in accordance with the provisions of this Section 3.32.2(g), all a cash payment in lieu of such fractional shares to which a single record holder would be entitled shall be aggregated. (b) Fractional shares share of Echo Common Stock that would otherwise be allocable to any former holders of SpinCo common stock in the Merger shall be aggregated, and no holder of SpinCo common stock shall receive cash equal to or greater than the value of one full share of Echo Common Stock. The Exchange Agentrepresenting such holder's proportionate interest, if any, in the net proceeds from the sale by the Exchange Agent in one or more transactions (which sale transactions shall be made at such times, in such manner and on such terms as the Distribution Exchange Agent shall cause determine in its reasonable discretion) on behalf of all such holders of the whole shares obtained from aggregating aggregate of the fractional shares that of Common Stock which would otherwise remain across all have been issued (the "Excess Shares"). The sale of the Excess Shares by the Exchange Agent shall be executed on the New York Stock Exchange (the "NYSE") through one or more member firms of the NYSE and shall be executed in round lots to the extent practicable. Until the net proceeds of such sale or sales have been distributed to the holders of SpinCo common stock to be soldCertificates, the Exchange Agent will hold such proceeds in trust (the open market or otherwise "Exchange Trust") for the holders of ROC Certificates. Chateau shall pay all commissions, transfer taxes and other out-of-pocket transaction costs, including the expenses and compensation of the Exchange Agent, incurred in connection with this sale of the Excess Shares. As soon as reasonably directed by MCK, and in no case later than 20 business days practicable after the Effective Time. The Exchange Agentdetermination of the amount of cash, if any, and to be paid to holders of ROC Certificates in lieu of any fractional shares of Common Stock, the Distribution Agent, as the case may be, Exchange Agent shall make available the net proceeds thereof, after deducting any required withholding Taxes and brokerage charges, commissions and transfer Taxes, on a pro rata basis, such amounts to such holders of ROC Certificates without interest, as soon as practicable to the holders of SpinCo common stock entitled to receive such cash. Payment of cash in lieu of fractional shares of Echo Common Stock shall be made solely for the purpose of avoiding the expense and inconvenience to Echo of issuing fractional shares of Echo Common Stock and shall not represent separately bargained-for consideration. Provided that Echo issues to the relevant agent the number of shares required to be issued by Echo to such agent pursuant to Section 3.3, Echo shall have no liability whatsoever to any holders of SpinCo common stock with respect to cash delivered in lieu of fractional shares. As used herein, the term “Tax” has the meaning set forth in the Tax Matters Agreement (substantially in the form set forth on Exhibit B) to be entered into by and among Echo, MCK and SpinCo prior to the Distribution (the “Tax Matters Agreement”).

No Fractional Shares. (ai) No Except as otherwise agreed to by the Company and Parent as provided in Section 2.02(e)(v), no certificates or scrip representing fractional shares of Echo Newco Common Stock shall be issued upon the conversion of SpinCo common stock Company Common Stock pursuant to Section 3.12.01, and such fractional share interests shall not entitle the owner thereof to vote or to any rights of a holder of Echo Newco Common Stock. For purposes of this Section 3.32.02(e), all fractional shares to which a single record holder would be entitled shall be aggregatedaggregated and calculations shall be rounded to three decimal places. (bii) Fractional As promptly as practicable following the Merger Effective Time, the Exchange Agent shall determine the excess of (A) the number of shares of Echo Newco Common Stock that would otherwise delivered to the Exchange Agent by Newco pursuant to Section 2.02(a) over (B) the aggregate number of whole shares of Newco Common Stock to be allocable issued to any former holders of SpinCo common stock Company Common Stock pursuant to Section 2.02(b) (such excess being herein called the "Excess Shares"). As soon after the Merger Effective Time as practicable, the Exchange Agent, as agent for the holders of Company Common Stock, shall sell the Excess Shares at then prevailing prices on the New York Stock Exchange (the "NYSE"), all in the Merger manner provided in Section 2.02(e)(iii). (iii) The sale of the Excess Shares by the Exchange Agent shall be aggregatedexecuted on the NYSE through one or more member firms of the NYSE and shall be executed in round lots to the extent practicable. The proceeds from such sale or sales available for distribution to the holders of Company Common Stock shall be reduced by transfer taxes in connection with such sale or sales of the Excess Shares. Until the net proceeds of such sale or sales have been distributed to the holders of Company Common Stock entitled thereto, and no holder the Exchange Agent shall hold such proceeds in trust for such holders of SpinCo common stock shall receive cash equal to or greater than Company Common Stock (the value of one full share of Echo "Common StockShares Trust"). The Exchange AgentAgent shall determine the portion of the Common Shares Trust to which each holder of a Certificate shall be entitled, if any, by multiplying the amount of the aggregate net proceeds comprising the Common Shares Trust by a fraction, the numerator of which is the amount of the fractional share interest in a share of Newco Common Stock to which such holder is entitled under Section 2.01(b)(ii) (or would be entitled but for this Section 2.02(e)) and the Distribution Agent shall cause denominator of which is the whole shares obtained from aggregating aggre gate amount of fractional shares that would otherwise remain across interests in a share of Newco Common Stock to which all holders of SpinCo common stock to be sold, in the open market or otherwise Company Common Stock are entitled. (iv) As soon as reasonably directed by MCK, and in no case later than 20 business days practicable after the Effective Time. The Exchange Agentdetermination of the amount of cash, if any, and to be paid to holders of Company Common Stock in lieu of any fractional share interests in Newco Common Stock, the Distribution Agent, as the case may be, Exchange Agent shall make available the net proceeds thereof, after deducting any required withholding Taxes and brokerage charges, commissions and transfer Taxes, on a pro rata basissuch amounts, without interest, as soon as practicable to the such holders of SpinCo common stock entitled to receive such cash. Payment cash . (v) Notwithstanding anything herein to the contrary, if the Company and Parent so agree prior to the Closing, Newco may establish a common stock direct share registration program pursuant to which shareholders would receive a book entry credit for fractional shares of cash Newco Common Stock in lieu of cash as otherwise provided in this Section 2.02(e). If the Company and Parent agree to have Newco establish such a program, any reference herein to fractional shares of Echo Common Stock shall be made solely for the purpose of avoiding the expense and inconvenience refer to Echo of issuing such book entry fractional shares of Echo Common Stock and shall not represent separately bargained-for consideration. Provided that Echo issues to the relevant agent the number of shares required to no cash will be issued for such shares except as may be provided by Echo to such agent pursuant to Section 3.3, Echo shall have program. In no liability whatsoever to any holders of SpinCo common stock with respect to cash delivered in lieu of event will Newco issue certificates or script representing fractional shares. As used herein, the term “Tax” has the meaning set forth in the Tax Matters Agreement (substantially in the form set forth on Exhibit B) to be entered into by and among Echo, MCK and SpinCo prior to the Distribution (the “Tax Matters Agreement”).

No Fractional Shares. (a) No certificates or scrip representing fractional shares of Echo Common Stock Exchangeable Shares shall be issued upon the conversion surrender for exchange of SpinCo common stock certificates pursuant to Section 3.1section 4.1 and no dividend, stock split or other change in the capital structure of Exchangeco shall relate to any such fractional security and such fractional share interests shall not entitle the owner thereof to vote or to exercise any rights as a security holder of Exchangeco. Each Person otherwise entitled to a fractional interest in an Exchangeable Share or a fractional interest in a share of Coors Common Stock upon the exchange of a holder fractional interest in a Preferred Share will be entitled to receive a cash payment equal to such Person's pro rata portion of Echo the net proceeds after expenses received by the Depositary upon the sale of whole shares representing an accumulation of all fractional interests in Exchangeable Shares or shares of Coors Common Stock, to which all such Persons would otherwise be entitled. The Depositary will sell such Exchangeable Shares by private sale (including by way sale through the facilities of any stock exchange upon which the Exchangeable Shares are then listed) as soon as reasonably practicable following the Effective Date. The aggregate net proceeds after expenses of such sale will be distributed by the Depositary, pro rata in relation to the respective fractions, among Persons otherwise entitled to receive fractional interests in Exchangeable Shares. The Depositary will sell such shares of Coors Common Stock on the TSX, or if the shares of Coors Common Stock are not listed on the TSX, on the NYSE as soon as reasonably practicable following the Effective Date. The aggregate net proceeds after expenses of such sale will be distributed by the Depositary, pro rata in relation to the respective fractions, among Persons otherwise entitled to receive fractional interests in shares of Coors Common Stock. For purposes A holder of this Section 3.3, all fractional shares to which a single record holder would an Exchangeable Share shall not be entitled to any fraction of a share of Coors Common Stock upon the exercise by Callco of the Liquidation Call Right or the Redemption Call Right and no certificate representing any such fractional interest shall be aggregated. (b) Fractional shares of Echo Common Stock that would issued and such holder otherwise be allocable entitled to any former holders of SpinCo common stock in the Merger shall be aggregated, and no holder of SpinCo common stock shall a fractional interest will receive cash equal to for such fractional interest from Callco or greater than the value of one full share of Echo Common Stock. The Exchange Agent, if any, and the Distribution Agent shall cause the whole shares obtained from aggregating fractional shares that would otherwise remain across all holders of SpinCo common stock to be sold, in the open market or otherwise as reasonably directed by MCK, and in no case later than 20 business days after the Effective Time. The Exchange Agent, if any, and the Distribution AgentCoors, as the case may be, shall make available on the net proceeds thereof, after deducting any required withholding Taxes and brokerage charges, commissions and transfer Taxes, on designated payment date a pro rata basis, without interest, as soon as practicable to the holders of SpinCo common stock entitled to receive such cash. Payment of cash in lieu of fractional shares of Echo Common Stock shall be made solely for the purpose of avoiding the expense and inconvenience to Echo of issuing fractional shares of Echo Common Stock and shall not represent separately bargained-for consideration. Provided that Echo issues to the relevant agent the number of shares required to be issued by Echo payment equal to such agent pursuant to Section 3.3, Echo shall have no liability whatsoever to any holders of SpinCo common stock with respect to cash delivered in lieu of fractional shares. As used herein, interest multiplied by the term “Tax” has the meaning set forth in the Tax Matters Agreement (substantially in the form set forth on Exhibit B) to be entered into by and among Echo, MCK and SpinCo prior to the Distribution (the “Tax Matters Agreement”)Coors Trading Price.

No Fractional Shares. (ai) No Notwithstanding anything herein to the contrary, no certificates or scrip representing evidencing fractional shares of Echo the Acquiror Common Stock shall be issued upon in connection with the conversion Merger. (ii) Any fractional interests in shares of SpinCo common stock pursuant Acquiror Common Stock to Section 3.1, and such fractional share interests which a holder of record of Company Common Stock at the Effective Time would otherwise be entitled shall not entitle the owner thereof such holder to vote or to any rights of a stockholder of the Acquiror. In lieu of any such fractional interests in shares of Acquiror Common Stock, each holder of Echo record of Company Common Stock. For purposes Stock at the Effective Time who, but for the provisions of this Section 3.33.2(e), all fractional shares to which a single record holder would be entitled shall be aggregated. (b) Fractional shares to receive a fractional interest of Echo a share of the Acquiror Common Stock that would otherwise be allocable to any former holders by virtue of SpinCo common stock in the Merger shall be aggregatedpaid cash, without any interest thereon, as hereinafter provided. The Acquiror shall instruct the Exchange Agent to determine the number of whole shares and no fractional shares of the Acquiror Common Stock allocable to each holder of SpinCo common stock shall record of Company Common Stock at the Effective Time, to aggregate all such fractional shares into whole shares, to sell the whole shares of Acquiror Common Stock obtained thereby in the open market at then prevailing prices on behalf of holders who otherwise would be entitled to receive cash equal fractional share interests and to or greater than the value of one full distribute to each such holder such holder's ratable share of Echo the total proceeds of such sale based on the fractional interests in shares of Acquiror Common Stock. The Exchange AgentStock to which such holder would otherwise have been entitled compared with the aggregate number of such fractional interests, after making appropriate deductions of the amount, if any, required for federal income tax withholding purposes and the Distribution Agent shall cause the whole shares obtained from aggregating fractional shares that would otherwise remain across all holders of SpinCo common stock to be sold, in the open market or otherwise as reasonably directed by MCK, and in no case later than 20 business days after the Effective Time. The Exchange Agent, if any, and the Distribution Agent, as the case may be, shall make available the net proceeds thereof, after deducting any required withholding Taxes applicable transfer taxes. All brokers' fees and brokerage charges, commissions and transfer Taxes, on a pro rata basis, without interest, as soon as practicable to the holders of SpinCo common stock entitled to receive incurred in connection with such cash. Payment of cash in lieu sales of fractional shares of Echo Common Stock shall be made solely for paid by the purpose of avoiding the expense and inconvenience to Echo of issuing fractional shares of Echo Common Stock and shall not represent separately bargained-for consideration. Provided that Echo issues to the relevant agent the number of shares required to be issued by Echo to such agent pursuant to Section 3.3, Echo shall have no liability whatsoever to any holders of SpinCo common stock with respect to cash delivered in lieu of fractional shares. As used herein, the term “Tax” has the meaning set forth in the Tax Matters Agreement (substantially in the form set forth on Exhibit B) to be entered into by and among Echo, MCK and SpinCo prior to the Distribution (the “Tax Matters Agreement”)Acquiror.

No Fractional Shares. (ai) No certificates or scrip representing fractional shares of Echo Parent Common Stock shall be issued upon in the conversion Merger, but in lieu thereof each holder of SpinCo common stock pursuant shares of Company Common Stock otherwise entitled to a fractional share of Parent Common Stock will be entitled to receive, from the Exchange Agent in accordance with the provisions of this Section 3.14.1(b), and a cash payment in lieu of such fractional share interests shall not entitle the owner thereof to vote or to any rights of a holder of Echo Common Stock. For purposes of this Section 3.3, all fractional shares to which a single record holder would be entitled shall be aggregated. (b) Fractional shares of Echo Parent Common Stock that would otherwise be allocable to any former holders of SpinCo common stock in the Merger shall be aggregated, and no holder of SpinCo common stock shall receive cash equal to or greater than the value of one full share of Echo Common Stock. The Exchange Agentrepresenting such holder’s proportionate interest, if any, and in the Distribution proceeds from the sale by the Exchange Agent shall cause (reduced by any fees of the Exchange Agent attributable to such sale) in one or more transactions of shares of Parent Common Stock equal to the excess of (A) the aggregate number of shares of Parent Common Stock to be delivered to the Exchange Agent by Parent pursuant to Section 4.2(a) over (B) the aggregate number of whole shares obtained from aggregating fractional shares that would otherwise remain across all holders of SpinCo common stock Parent Common Stock to be sold, in the open market or otherwise as reasonably directed by MCK, and in no case later than 20 business days after the Effective Time. The Exchange Agent, if any, and the Distribution Agent, as the case may be, shall make available the net proceeds thereof, after deducting any required withholding Taxes and brokerage charges, commissions and transfer Taxes, on a pro rata basis, without interest, as soon as practicable distributed to the holders of SpinCo common stock entitled shares of Company Common Stock pursuant to receive Section 4.2(b) (such cashexcess, the “Excess Shares”). Payment The parties acknowledge that payment of the cash consideration in lieu of issuing fractional shares of Echo Parent Common Stock shall be made solely was not separately bargained-for the purpose consideration but merely represents a mechanical rounding off for purposes of avoiding the expense and inconvenience to Echo Parent that would otherwise be caused by the issuance of issuing fractional shares of Echo Parent Common Stock. As soon as practicable after the Effective Time, the Exchange Agent, as agent for the holders of shares of Company Common Stock that would otherwise receive fractional shares of Parent Common Stock, shall sell the Excess Shares at then prevailing prices on NASDAQ in the manner provided in the following paragraph. (ii) The sale of the Excess Shares by the Exchange Agent, as agent for the holders of shares of Company Common Stock that would otherwise receive fractional shares of Parent Common Stock, shall be executed on the NASDAQ through one or more member firms of the NASDAQ and shall not represent separately bargained-for consideration. Provided that Echo issues be executed in round lots to the relevant agent extent practicable. Until the number proceeds of such sale or sales have been distributed to the holders of shares required of Company Common Stock, the Exchange Agent shall hold such proceeds in trust for the holders of shares of Company Common Stock that would otherwise receive fractional shares of Parent Common Stock (the “Common Shares Trust”). The Exchange Agent shall determine the portion of the Common Shares Trust to which each holder of shares of Company Common Stock shall be entitled, if any, by multiplying the amount of the aggregate proceeds comprising the Common Shares Trust by a fraction, the numerator of which is the amount of the fractional share interest to which such holder of shares of Company Common Stock would otherwise be entitled and the denominator of which is the aggregate amount of fractional share interests to which all holders of shares of Company Common Stock would otherwise be entitled. (iii) As soon as practicable after the determination of the amount of cash, if any, to be issued by Echo paid to such agent pursuant to Section 3.3, Echo shall have no liability whatsoever to any holders of SpinCo common stock with respect to cash delivered shares of Company Common Stock in lieu of any fractional shares. As used hereinshares of Parent Common Stock, the term “Tax” has the meaning set forth Exchange Agent shall make available such amounts to such holders of shares of Parent Common Stock without interest, subject to and in the Tax Matters Agreement (substantially in the form set forth on Exhibit B) to be entered into by and among Echo, MCK and SpinCo prior to the Distribution (the “Tax Matters Agreement”)accordance with Section 4.2.

No Fractional Shares. (ai) No certificates or scrip representing fractional shares of Echo Camden Common Stock shall be issued upon the conversion surrender for exchange of SpinCo common stock pursuant to Section 3.1Certificates, and such fractional share interests shall will not entitle the owner thereof to vote vote, to receive dividends or to any other rights of a stockholder of Camden. (ii) Notwithstanding any other provision of this Agreement, each holder of Echo shares of Common Stock. For purposes Stock exchanged pursuant to the Merger who would otherwise have been entitled to receive a fraction of a share of Camden Common Stock (after taking into account all Certificates delivered by such holder) shall receive, from the Exchange Agent in accordance with the provisions of this Section 3.32.2(g), all a cash payment in lieu of such fractional shares to which a single record holder would be entitled shall be aggregated. (b) Fractional shares of Echo Common Stock that would otherwise be allocable to any former holders of SpinCo common stock in the Merger shall be aggregated, and no holder of SpinCo common stock shall receive cash equal to or greater than the value of one full share of Echo Camden Common Stock. The Exchange Agent, as applicable, representing such holder's proportionate interest, if any, in the net proceeds from the sale by the Exchange Agent in one or more transactions (which sale transactions shall be made at such times, in such manner and on such terms as the Distribution Exchange Agent shall cause determine in its reasonable discretion) on behalf of all such holders of the whole shares obtained from aggregating aggregate of the fractional shares that of Camden Common Stock, as applicable, which would otherwise remain across all have been issued (the "EXCESS CAMDEN SHARES"). The sale of the Excess Camden Shares by the Exchange Agent shall be executed on the New York Stock Exchange (the "NYSE") through one or more member firms of the NYSE and shall be executed in round lots to the extent practicable. Until the net proceeds of such sale or sales have been distributed to the holders of SpinCo common stock to be soldCertificates, the Exchange Agent will hold such proceeds in trust (the "EXCHANGE TRUST") for the holders of Certificates. Camden shall pay all commissions, transfer taxes and other out-of-pocket transaction costs, including the expenses and compensation of the Exchange Agent, incurred in connection with this sale of the Excess Camden Shares (other than transfer taxes that, under applicable state law, are solely the liability of the holders of Common Stock exchanging such shares in the open market or otherwise Merger (which taxes shall be paid by such holders). As soon as reasonably directed by MCK, and in no case later than 20 business days practicable after the Effective Time. The Exchange Agentdetermination of the amount of cash, if any, and to be paid to holders of Certificates in lieu of any fractional shares of Camden Common Stock, the Distribution Agent, as the case may be, Exchange Agent shall make available the net proceeds thereof, after deducting any required withholding Taxes and brokerage charges, commissions and transfer Taxes, on a pro rata basis, such amounts to such holders of Certificates without interest, as soon as practicable to the holders of SpinCo common stock entitled to receive such cash. Payment of cash in lieu of fractional shares of Echo Common Stock shall be made solely for the purpose of avoiding the expense and inconvenience to Echo of issuing fractional shares of Echo Common Stock and shall not represent separately bargained-for consideration. Provided that Echo issues to the relevant agent the number of shares required to be issued by Echo to such agent pursuant to Section 3.3, Echo shall have no liability whatsoever to any holders of SpinCo common stock with respect to cash delivered in lieu of fractional shares. As used herein, the term “Tax” has the meaning set forth in the Tax Matters Agreement (substantially in the form set forth on Exhibit B) to be entered into by and among Echo, MCK and SpinCo prior to the Distribution (the “Tax Matters Agreement”).

No Fractional Shares. (a) No certificates or scrip representing fractional shares less than one full share of Echo Parent Common Stock shall be issued upon the conversion surrender for exchange of SpinCo common stock Certificates representing Company Common Stock pursuant to Section 3.1 (b). In lieu of any such fractional share, each Company Holder who would otherwise have been entitled to a fraction of a share of Parent Common Stock upon surrender of Certificates for exchange pursuant to Section 3.13.1(b) shall be paid upon such surrender cash (without interest) in an amount equal to such holder's proportionate interest in the net proceeds from the sale or sales in the open market by the Exchange Agent, on behalf of all such holders, of the aggregate fractional Parent Common Stock issued pursuant to this Section 3.4. As soon as practicable following the Effective Date, the Exchange Agent shall determine the excess of (i) the number of full shares of Parent Common Stock delivered to the Exchange Agent by Parent over (ii) the aggregate number of full shares of Parent Common Stock to be distributed to holders of Company Common Stock (such excess being herein called the "Excess Shares"), and such fractional share interests the Exchange Agent, as agent for the former Company Holders, shall not entitle sell the owner thereof to vote or to any rights Excess Shares at the prevailing prices on the New York Stock Exchange (the "NYSE"). The sale of a holder of Echo Common Stock. For purposes of this Section 3.3, all fractional shares to which a single record holder would be entitled the Excess Shares by the Exchange Agent shall be aggregated. executed on the NYSE through one or more member firms of the NYSE and shall be executed in round lots to the extent practicable. Parent shall pay all commissions, transfer taxes and other out-of-pocket transaction costs, including the expenses and compensation of the Exchange Agent, incurred in connection with such sale of Excess Shares. Until the net proceeds of such sale have been distributed to the former Company Holders, the Exchange Agent will hold such proceeds in trust for such former stockholders (b) the "Fractional shares Securities Fund"). As soon as practicable after the determination of Echo the amount of cash to be paid to former Company Holders in lieu of any fractional interests, the Exchange Agent shall make available in accordance with this Merger Agreement such amounts to such former stockholders. The fractional Parent Common Stock that would otherwise be allocable to any former holders interests of SpinCo common stock in the Merger shall each Company Holder will be aggregated, and no holder of SpinCo common stock shall Company Holder will receive cash in an amount equal to or greater than the value of one full share of Echo Parent Common Stock. The Exchange Agent, if any, and the Distribution Agent shall cause the whole shares obtained from aggregating fractional shares that would otherwise remain across all holders of SpinCo common stock to be sold, in the open market or otherwise as reasonably directed by MCK, and in no case later than 20 business days after the Effective Time. The Exchange Agent, if any, and the Distribution Agent, as the case may be, shall make available the net proceeds thereof, after deducting any required withholding Taxes and brokerage charges, commissions and transfer Taxes, on a pro rata basis, without interest, as soon as practicable to the holders of SpinCo common stock entitled to receive such cash. Payment of cash in lieu of fractional shares of Echo Common Stock shall be made solely for the purpose of avoiding the expense and inconvenience to Echo of issuing fractional shares of Echo Common Stock and shall not represent separately bargained-for consideration. Provided that Echo issues to the relevant agent the number of shares required to be issued by Echo to such agent pursuant to Section 3.3, Echo shall have no liability whatsoever to any holders of SpinCo common stock with respect to cash delivered in lieu of fractional shares. As used herein, the term “Tax” has the meaning set forth in the Tax Matters Agreement (substantially in the form set forth on Exhibit B) to be entered into by and among Echo, MCK and SpinCo prior to the Distribution (the “Tax Matters Agreement”).

No Fractional Shares. (a) No certificates Notwithstanding anything herein to the contrary, no certificate or scrip representing fractional shares of Echo Spinco Common Stock shall be issued upon the conversion surrender for exchange of SpinCo common stock pursuant to Section 3.1Certificates, and such fractional share interests shall will not entitle the owner thereof to vote or to any rights as a stockholder of Spinco. All fractional shares of Spinco Common Stock that a holder of Echo Common Stock. For purposes of this Section 3.3, all fractional shares to which a single record holder would be entitled shall be aggregated. (b) Fractional shares of Echo Company Common Stock that would otherwise be allocable entitled to any former holders receive as a result of SpinCo common stock in the Merger shall be aggregatedaggregated and if a fractional share results from such aggregation, such holder shall be entitled to receive, in lieu thereof, an amount in cash determined by multiplying (i) the mean between the highest and no holder of SpinCo common stock shall receive cash equal to or greater than the value of one full lowest quoted selling prices per share of Echo Spinco Common Stock [on Nasdaq] on the first business day that such stock is traded, by (ii) the fraction of a share of Spinco Common Stock to which such holder would otherwise have been entitled. Spinco shall timely make available to the Payment Agent any cash necessary to make payments in lieu of fractional shares as aforesaid. Alternatively, Spinco shall have the option of instructing the Payment Agent to aggregate all fractional shares of Spinco Common Stock. The Exchange Agent, if any, sell such shares in the public market and the Distribution Agent shall cause the whole shares obtained from aggregating distribute to holders of Company Common Stock who otherwise would have been entitled to such fractional shares that would otherwise remain across all holders of SpinCo common stock to be sold, in the open market or otherwise as reasonably directed by MCK, and in no case later than 20 business days after the Effective Time. The Exchange Agent, if any, and the Distribution Agent, as the case may be, shall make available the net proceeds thereof, after deducting any required withholding Taxes and brokerage charges, commissions and transfer Taxes, on Spinco Common Stock a pro rata basis, without interest, as soon as practicable to portion of the holders proceeds of SpinCo common stock entitled to receive such cashsale. Payment of No such cash in lieu of fractional shares of Echo Spinco Common Stock shall be made solely for the purpose paid to any holder of avoiding the expense and inconvenience to Echo of issuing fractional shares of Echo Company Common Stock until Certificates formerly representing such Company Common Stock are surrendered and shall not represent separately bargained-for consideration. Provided that Echo issues to the relevant agent the number of shares required to be issued by Echo to such agent pursuant to exchanged in accordance with Section 3.3, Echo shall have no liability whatsoever to any holders of SpinCo common stock with respect to cash delivered in lieu of fractional shares. As used herein, the term “Tax” has the meaning set forth in the Tax Matters Agreement (substantially in the form set forth on Exhibit B) to be entered into by and among Echo, MCK and SpinCo prior to the Distribution (the “Tax Matters Agreement”).

No Fractional Shares. (a1) No certificates or scrip Parent ADRs representing fractional shares of Echo Common Stock Parent ADSs shall be issued upon the conversion of SpinCo common stock Company Common Stock pursuant to Section 3.12.01, and such fractional share interests shall not entitle the owner thereof to vote or to any rights of a holder of Echo Common StockParent ADSs. For purposes of this Section 3.32.02(e), all fractional shares to which a single record holder would be entitled shall be aggregatedaggregated and calculations shall be rounded to three decimal places. (b2) Fractional shares In lieu of Echo any such fractional shares, each holder of Company Common Stock that who would otherwise be allocable entitled to any former holders of SpinCo common stock in the Merger such fractional shares shall be aggregatedentitled to an amount in cash, and no holder of SpinCo common stock shall receive cash without interest, rounded to the nearest cent, equal to or greater than the value of one full share of Echo Common Stock. The Exchange Agentsuch holder's proportionate interest, if any, in the net proceeds from the sale by the Exchange Agent in one or more transactions (which sale transactions shall be made at such times, in such manner and on such terms as the Distribution Exchange Agent shall cause determine in its reasonable discretion) on behalf of all such holders of the whole shares obtained from aggregating aggregate of the fractional shares that Parent ADSs, as applicable, which would otherwise remain across all have been issued pursuant to Section 2.01 (the "Excess Parent ADSs"). The sale of the Excess Parent ADSs by the Exchange Agent shall be executed on the Nasdaq National Market, at such time as the Parent ADSs are quoted on the Nasdaq National Market, and shall be executed in round lots to the extent practicable. Until the net proceeds of such sale or sales have been distributed to the holders of SpinCo common stock to be soldCertificates, the Exchange Agent will hold such proceeds in trust (the open market or otherwise "Exchange Trust") for the holders of Certificates. As soon as reasonably directed by MCK, and in no case later than 20 business days practicable after the Effective Time. The Exchange Agentdetermination of the amount of cash, if any, and to be paid to holders of Certificates in lieu of any fractional shares of Parent ADSs, the Distribution Agent, as the case may be, Exchange Agent shall make available such amounts to such holders of Certificates without interest. The Exchange Agent shall determine the portion of such net proceeds thereof, after deducting any required withholding Taxes and brokerage charges, commissions and transfer Taxes, on a pro rata basis, without interest, as soon as practicable to the holders which each holder of SpinCo common stock entitled to receive such cash. Payment of cash in lieu of fractional shares of Echo Company Common Stock shall be made solely for entitled, if any, by multiplying the purpose amount of avoiding the expense aggregate net proceeds, less all commissions, transfer taxes and inconvenience other out-of-pocket transaction costs, including the expenses and compensation of the Exchange Agent, incurred in connection with this sale of the Excess Parent ADSs, by a fraction the numerator of which is the amount of the fractional share interest to Echo which such holder of issuing fractional shares of Echo Company Common Stock is entitled (after taking into account all shares of Company Common Stock then held by such holder) and shall not represent separately bargained-for consideration. Provided that Echo issues the denominator of which is the aggregate amount of fractional interests to the relevant agent the number of shares required to be issued by Echo to such agent pursuant to Section 3.3, Echo shall have no liability whatsoever to any which all holders of SpinCo common stock with respect to cash delivered in lieu Certificates representing shares of fractional shares. As used herein, the term “Tax” has the meaning set forth in the Tax Matters Agreement (substantially in the form set forth on Exhibit B) to be entered into by and among Echo, MCK and SpinCo prior to the Distribution (the “Tax Matters Agreement”)Company Common Stock are entitled.

No Fractional Shares. (a) No certificates or scrip representing fractional shares of Echo Acquiror Common Stock shall be issued upon the conversion surrender of SpinCo common stock Certificates pursuant to Section 3.1, and such 1.04. Such fractional share interests shall not entitle the owner thereof to vote or to any rights as a security holder of Acquiror. In lieu of any such fractional shares of Acquiror Common Stock, each holder of Company Common Stock entitled to receive shares of Acquiror Common Stock in the Merger, upon surrender of a holder of Echo Certificate for exchange pursuant to Section 1.04, shall be entitled to receive an amount in cash (without interest), rounded to the nearest cent, determined by multiplying the fractional interest in Acquiror Common Stock. For purposes of this Section 3.3, all fractional shares Stock to which a single record such holder would otherwise be entitled shall be aggregated(after taking into account all shares of Company Common Stock then held of record by such holder) by the closing sale price of a share of Acquiror Common Stock as reported on the NASDAQ National Market on the Closing Date. (b) Fractional shares As soon as practicable after the determination of Echo Common Stock that would otherwise be allocable to any former holders the amount of SpinCo common stock in the Merger shall be aggregated, and no holder of SpinCo common stock shall receive cash equal to or greater than the value of one full share of Echo Common Stock. The Exchange Agentcash, if any, and the Distribution Agent shall cause the whole shares obtained from aggregating fractional shares that would otherwise remain across all to be paid to holders of SpinCo common stock to be sold, in the open market or otherwise as reasonably directed by MCK, and in no case later than 20 business days after the Effective Time. The Exchange Agent, if any, and the Distribution Agent, as the case may be, shall make available the net proceeds thereof, after deducting any required withholding Taxes and brokerage charges, commissions and transfer Taxes, on a pro rata basis, without interest, as soon as practicable to the holders of SpinCo common stock entitled to receive such cash. Payment of cash Company Common Stock in lieu of any fractional shares share interests, Acquiror shall promptly deposit with the Exchange Agent cash in the required amounts and the Exchange Agent will mail such amounts without interest to such holders; PROVIDED, HOWEVER, that no such amount will be paid to any holder of Echo Certificates which formerly represented Company Common Stock prior to the surrender by such holder of the Certificates formerly representing such holder's Company Common Stock. Any such amounts that remain unclaimed by the former stockholders of the Company after six months following the Effective Time shall be made solely for the purpose of avoiding the expense and inconvenience to Echo of issuing fractional shares of Echo Common Stock and shall not represent separately bargained-for consideration. Provided that Echo issues delivered to the relevant agent Surviving Corporation by the number Exchange Agent upon demand and any former stockholders of shares required the Company who have not then surrendered their Certificates shall thereafter look only to be issued by Echo to such agent pursuant to Section 3.3, Echo shall have no liability whatsoever to any holders of SpinCo common stock with respect to cash delivered the Surviving Corporation for payment in lieu of any fractional shares. As used herein, the term “Tax” has the meaning set forth in the Tax Matters Agreement (substantially in the form set forth on Exhibit B) to be entered into by and among Echo, MCK and SpinCo prior to the Distribution (the “Tax Matters Agreement”)interests.

No Fractional Shares. (ai) No certificates or scrip representing fractional shares of Echo Common Stock Parent ADSs shall be issued upon the conversion surrender for exchange of SpinCo common stock Certificates pursuant to Section 3.1this Article II, no dividend or distribution of Parent shall relate to such fractional interests, and such fractional share interests shall will not entitle the owner thereof to vote or to any rights of a holder of Echo Common StockParent ADSs. For purposes of this Section 3.32.02(d), all fractional shares to which a single record holder would be entitled shall be aggregatedaggregated and calculations shall be rounded to three decimal places. (bii) Fractional Parent shall pay to each former holder of Company Common Stock an amount in cash equal to the product obtained by multiplying (A) the fractional interest to which such former holder (after taking into account all shares of Echo Company Common Stock that held at the Effective Time by such holder) would otherwise be allocable entitled by (B) the average of the closing prices for a Parent ADS as reported on the New York Stock Exchange (the "NYSE") Composite Transaction Tape (as reported in THE WALL STREET JOURNAL, Northeastern edition, or, if not reported thereby, any other authoritative source reasonably chosen by Parent) for the five consecutive trading days ending on the trading day immediately prior to any former holders the Closing Date. Parent will deposit or will cause to be deposited a sufficient amount of SpinCo common stock in cash with the Merger shall Exchange Agent to cover the payments required to be aggregated, and no holder made pursuant to this Section 2.02(d)(ii). (iii) As soon as practicable after the determination of SpinCo common stock shall receive cash equal to or greater than the value amount of one full share of Echo Common Stock. The Exchange Agentcash, if any, and the Distribution Agent shall cause the whole shares obtained from aggregating fractional shares that would otherwise remain across all to be paid to holders of SpinCo common stock Certificates formerly representing Company Common Stock with respect to be soldany fractional interests, in the open market or otherwise as reasonably directed by MCK, and in no case later than 20 business days after the Effective Time. The Exchange Agent, if any, and the Distribution Agent, as the case may be, Agent shall make available the net proceeds thereof, after deducting any required withholding Taxes and brokerage charges, commissions and transfer Taxes, on a pro rata basis, without interest, as soon as practicable such amounts to the such holders of SpinCo common stock entitled to receive such cash. Payment of cash in lieu of fractional shares of Echo Certificates formerly representing Company Common Stock shall be made solely for subject to and in accordance with the purpose terms of avoiding the expense and inconvenience to Echo of issuing fractional shares of Echo Common Stock and shall not represent separately bargained-for consideration. Provided that Echo issues to the relevant agent the number of shares required to be issued by Echo to such agent pursuant to Section 3.3, Echo shall have no liability whatsoever to any holders of SpinCo common stock with respect to cash delivered in lieu of fractional shares. As used herein, the term “Tax” has the meaning set forth in the Tax Matters Agreement (substantially in the form set forth on Exhibit B) to be entered into by and among Echo, MCK and SpinCo prior to the Distribution (the “Tax Matters Agreement”2.02(c).

No Fractional Shares. (a) No certificates certificates, American depositary receipts or scrip representing fractional shares of Echo Common Stock Parent ADSs shall be issued distributed upon the conversion of SpinCo common stock Company Common Stock pursuant to Section 3.12.01, no dividends or other distributions of Parent shall relate to such fractional Parent ADS interests and such fractional share Parent ADS interests shall will not entitle the owner thereof to vote or to any rights of a holder shareholder of Echo Common StockParent. For purposes of this Section 3.3, all All fractional shares entitlements to a Parent ADS to which a single record holder of Company Common Stock would be otherwise entitled to receive shall be aggregated. aggregated by the Exchange Agent and rounded to three decimal points. In lieu of such fractional Parent ADS entitlements, the Parent Entities shall pay to each holder of a Certificate (bupon surrender thereof as provided in this Article II) Fractional shares or Book-Entry Share an amount in cash in U.S. dollars, without interest, rounded to the nearest cent, as determined below. As promptly as practicable after the Effective Time, the Exchange Agent shall determine the excess of Echo Common Stock that would otherwise (i) the aggregate number of Parent ADSs (rounded up to the nearest whole number) to be allocable issued as Merger Consideration over (ii) the aggregate whole number of Parent ADSs to any former be distributed to holders of SpinCo common stock Certificates or Book-Entry Shares pursuant to the provisions of this Article II and after giving effect to this Section 2.02(i) (such excess being herein referred to as the “Excess Shares”). As promptly as practicable after the Effective Time, the Exchange Agent, as agent for the applicable holders of Certificates or Book-Entry Shares, shall sell the Excess Shares at then-prevailing prices on the New York Stock Exchange (the “NYSE”), all in the Merger manner provided herein. The sale of the Excess Shares by the Exchange Agent shall be aggregatedexecuted on the NYSE and shall be executed in round lots to the extent practicable. Until the net proceeds 9 of any such sale or sales have been distributed to such holders of Certificates or Book-Entry Shares, the Exchange Agent shall hold such proceeds in escrow for the benefit of such holders. The net proceeds of any such sale or sales of Excess Shares to be distributed to such holders of Certificates or Book-Entry Shares shall be reduced by any and no holder all commissions, transfer Taxes and other out-of-pocket transaction costs, as well as any expenses, of SpinCo common stock shall receive cash equal to the Exchange Agent incurred in connection with such sale or greater than the value of one full share of Echo Common Stocksales. The Exchange AgentAgent shall determine the portion of such net proceeds (subject to customary rounding) to which each applicable holder of Certificates or Book-Entry Shares shall be entitled, if any, and by multiplying the Distribution Agent shall cause the whole shares obtained from aggregating fractional shares that would otherwise remain across all holders amount of SpinCo common stock to be sold, in the open market or otherwise as reasonably directed by MCK, and in no case later than 20 business days after the Effective Time. The Exchange Agent, if any, and the Distribution Agent, as the case may be, shall make available the net proceeds thereoffrom the sale of Excess Shares on the NYSE as contemplated above by a fraction, the numerator of which is the amount of the fractional Parent ADS interest to which such holder of Certificates or Book-Entry Shares is entitled (after deducting any required withholding Taxes taking into account all Certificates and brokerage charges, commissions Book-Entry Shares exchanged by such holder) and transfer Taxes, on a pro rata basis, without interest, as the denominator of which is the aggregate amount of fractional Parent ADS interests to which all applicable holders of Certificates or Book-Entry Shares are entitled. As soon as practicable after the determination of the amount of cash to the be paid to such holders of SpinCo common stock entitled Certificates or Book-Entry Shares with respect to receive any fractional Parent ADS interests, the Exchange Agent shall promptly pay such cashamounts, subject to customary rounding, to such holders subject to and in accordance with this Section 2.02(i). Payment The parties hereto acknowledge that payment of the cash consideration in lieu of fractional shares of Echo Common Stock shall be made solely for the purpose of avoiding the expense and inconvenience to Echo of issuing fractional shares of Echo Common Stock and shall Parent ADS entitlements is not represent separately bargained-for consideration. Provided that Echo issues to consideration but merely represents a mechanical rounding off as the relevant agent Deposit Agreement does not permit the number of shares required to be issued by Echo to such agent pursuant to Section 3.3, Echo shall have no liability whatsoever to any holders of SpinCo common stock with respect to cash delivered in lieu issuance of fractional sharesParent ADSs. As used herein, the term “Tax” has the meaning set forth in the Tax Matters Agreement (substantially in the form set forth on Exhibit B) to be entered into by and among Echo, MCK and SpinCo prior to the Distribution (the “Tax Matters Agreement”).ARTICLE III

No Fractional Shares. (a) No certificates or scrip representing fractional shares of Echo Common Stock New Holdings Shares shall be issued upon in exchange for Trenwick Shares, LaSalle Holding Shares, or NonVoting Shares, but in lieu thereof each holder otherwise entitled to a fractional New Holdings Share (after taking into account all Trenwick Shares, LaSalle Holdings Shares or Non-Voting Shares, as applicable, owned by such holder) shall be entitled to receive, from the conversion of SpinCo common stock pursuant to Section 3.1Trenwick Exchange Agent or the LaSalle Exchange Agent, and such fractional share interests shall not entitle as applicable, in accordance with the owner thereof to vote or to any rights of a holder of Echo Common Stock. For purposes provisions of this Section 3.32.12, all a cash payment in lieu of such fractional shares to which a single record holder would be entitled shall be aggregated. (b) Fractional shares of Echo Common Stock that would otherwise be allocable to any former holders of SpinCo common stock in the Merger shall be aggregated, and no holder of SpinCo common stock shall receive cash equal to or greater than New Holdings Share representing the value of one full share such fraction, which for this purpose shall be calculated by (i) multiplying such fraction by the product of Echo Common Stockthe Average Closing Price and the Trenwick Exchange Ratio in the case of Trenwick Shares and (ii) multiplying such fraction by the product of the Average Closing Price and the LaSalle Exchange Ratio in the case of LaSalle Holdings Shares and Non-Voting Shares. The Exchange AgentAs soon as practicable after the determination of the amount of cash, if any, and to be paid to holders of Trenwick Shares, LaSalle Holdings Shares, or Non-Voting Shares, as applicable, in lieu of any fractional New Holdings Share, the Distribution Trenwick Exchange Agent or the LaSalle Exchange Agent, as applicable, shall cause the whole shares obtained from aggregating fractional shares that would otherwise remain across promptly pay without interest to all holders of SpinCo common stock to be soldTrenwick Shares, in the open market LaSalle Holdings Shares, or otherwise as reasonably directed by MCK, and in no case later than 20 business days after the Effective Time. The Exchange Agent, if any, and the Distribution AgentNon-Voting Shares, as the case may beapplicable, entitled thereto all such amounts. Holders of interests representing fractional New Holdings Shares shall make available the net proceeds thereof, after deducting any required withholding Taxes and brokerage charges, commissions and transfer Taxes, on a pro rata basis, without interest, as soon as practicable to the holders of SpinCo common stock not be entitled to receive vote such cash. Payment of cash in lieu of fractional shares of Echo Common Stock shall be made solely for the purpose of avoiding the expense and inconvenience to Echo of issuing fractional shares of Echo Common Stock and shall not represent separately bargained-for consideration. Provided that Echo issues to the relevant agent the number of shares required to be issued by Echo to such agent pursuant to Section 3.3, Echo shall have no liability whatsoever interests or to any holders other rights as a shareholder of SpinCo common stock with respect to cash delivered in lieu of fractional shares. As used herein, the term “Tax” has the meaning set forth in the Tax Matters Agreement (substantially in the form set forth on Exhibit B) to be entered into by and among Echo, MCK and SpinCo prior to the Distribution (the “Tax Matters Agreement”)New Holdings.

No Fractional Shares. (a) No certificates Notwithstanding anything herein to the contrary, no certificate or scrip representing fractional shares of Echo Common Stock common stock of the Surviving Corporation shall be issued upon in the conversion Merger, and, to the extent the Merger would otherwise result in any Xxxxxx stockholder as of SpinCo the Xxxxxx Record Date or any holder of Hanover Common Stock immediately before the Effective Time being entitled to receive a fractional share of common stock pursuant to Section 3.1of the Surviving Corporation, and such fractional share interests shall will not entitle the owner thereof any such stockholder to vote or to any rights as a stockholder of a holder the Surviving Corporation. All fractional interests in common stock of Echo Common Stock. For purposes of this Section 3.3, all fractional shares to which a single record holder would be entitled shall be aggregated. (b) Fractional shares of Echo Common Stock the Surviving Corporation that would otherwise be allocable to any former holders issuable as a result of SpinCo common stock in the Merger shall be aggregatedaggregated and, and no if a fractional interest results from such aggregation, the holder of SpinCo common stock otherwise entitled thereto shall receive be entitled to receive, in lieu thereof, an amount in cash equal to or greater than determined by multiplying (i) the value of one full closing sale price per share of Echo Hanover Common Stock. The Exchange AgentStock on the NYSE Alternext (or, if anyHanover Common Stock is not then listed on the NYSE Alternext, and on Pink OTC Markets' Pink Quote inter-dealer quotation service, the Distribution Agent shall cause OTC Bulletin Board, or a comparable over-the-counter securities electronic quotation service, as contemplated by Section 7.2(b)) on the whole shares obtained from aggregating fractional shares that would otherwise remain across all holders of SpinCo common stock to be sold, in the open market or otherwise as reasonably directed by MCK, and in no case later than 20 business days after day preceding the Effective Time, if the stock is being traded on such date, appropriately adjusted to take into account any reverse stock split or similar transaction consummated following such date and prior to the Effective Time, or, if the stock is not being traded on such date, the closing sale price per share of common stock of the Surviving Corporation on the NYSE Alternext (or, if Hanover Common Stock is not then listed on the NYSE Alternext, on Pink OTC Markets' Pink Quote inter-dealer quotation service, the OTC Bulletin Board, or a comparable over-the-counter securities electronic quotation service, as contemplated by Section 7.2(b)) on the first business day that such stock is traded, by (ii) the fraction of a share of common stock of the Surviving Corporation to which such holder would otherwise have been entitled. The Exchange Agent, if any, and the Distribution Agent, as the case may be, Surviving Corporation shall timely make available the net proceeds thereof, after deducting any required withholding Taxes and brokerage charges, commissions and transfer Taxes, on a pro rata basis, without interest, as soon as practicable to the holders of SpinCo common stock entitled Exchange Agent any cash necessary to receive such cash. Payment of cash make payments in lieu of fractional shares as aforesaid. Alternatively, the Surviving Corporation shall have the option of Echo Common Stock shall be made solely for instructing the purpose Exchange Agent to aggregate all fractional interests in common stock of avoiding the expense Surviving Corporation resulting from the Merger, sell shares representing such aggregate interests in the public market and inconvenience distribute to Echo the Xxxxxx stockholders as of issuing the Xxxxxx Record Date who otherwise would have been entitled to fractional shares a pro rata portion of Echo Common Stock and shall not represent separately bargained-for consideration. Provided that Echo issues to the relevant agent the number proceeds of shares required to be issued by Echo to such agent pursuant to Section 3.3, Echo shall have no liability whatsoever to any holders of SpinCo common stock with respect to cash delivered in lieu of fractional shares. As used herein, the term “Tax” has the meaning set forth in the Tax Matters Agreement (substantially in the form set forth on Exhibit B) to be entered into by and among Echo, MCK and SpinCo prior to the Distribution (the “Tax Matters Agreement”)sale.

No Fractional Shares. (ai) No certificates or scrip representing fractional shares of Echo Newco Common Stock shall be issued upon the conversion of SpinCo common stock Company Common Stock pursuant to Section 3.12.01, and such fractional share interests shall not entitle the owner thereof to vote or to any rights of a holder of Echo Newco Common Stock. For purposes of this Section 3.32.02(e), all fractional shares to which a single record holder would be entitled as a result of the conversion of all shares of Company Common Stock held by such holder as of the Effective Time under all Certificates shall be aggregatedaggregated and calculations shall be rounded to three decimal places. (bii) Fractional As promptly as practicable following the Effective Time, the Exchange Agent shall determine the excess of (A) the number of shares of Echo Newco Common Stock that would otherwise delivered to the Exchange Agent by the Company or Newco pursuant to Section 2.02(a) over (B) the aggregate number of whole shares of Newco Common Stock to be allocable issued to any former holders of SpinCo common stock in Company Common Stock pursuant to Section 2.02(b) (such excess being herein called the Merger shall be aggregated"Excess Shares"). As soon after the Effective Time as practicable, and no holder of SpinCo common stock shall receive cash equal to or greater than the value of one full share of Echo Common Stock. The Exchange Agent, as agent for the holders of Company Common Stock, shall sell the Excess Shares at then prevailing prices on the Nasdaq Stock Market ("Nasdaq"), if anythe shares of Newco Common Stock are quoted on Nasdaq, and or otherwise on the Distribution national securities exchange on which the shares of Newco Common Stock are listed, all in the manner provided in Section 2.02(e)(iii). (iii) The sale of the Excess Shares by the Exchange Agent shall cause be executed on the whole shares obtained from aggregating fractional shares that would otherwise remain across all holders of SpinCo common stock to be sold, in the open market Nasdaq or otherwise as reasonably directed by MCK, and in no case later than 20 business days after the Effective Time. The Exchange Agent, if any, and the Distribution Agentsuch national securities exchange, as the case may be, and shall make be executed in round lots to the extent practicable. The proceeds from such sale or sales available for distribution to the holders of Company Common Stock shall be reduced by the compensation payable to the Exchange Agent and the expenses incurred by the Exchange Agent, in each case, in connection with such sale or sales of the Excess Shares, including all related commissions, Transfer Taxes (as defined in Section 7.08) and other out-of-pocket transaction costs. Until the net proceeds thereofof such sale or sales have been distributed to the holders of Company Common Stock entitled thereto, the Exchange Agent shall hold such proceeds in trust for such holders of Company Common Stock (the "Newco Shares Trust"). The Exchange Agent shall determine the portion of the Newco Shares Trust to which each holder of a Certificate shall be entitled, if any, by multiplying the amount of the aggregate net proceeds comprising the Newco Shares Trust by a fraction, the numerator of which is the amount of the fractional share interest in a share of Newco Common Stock to which such holder is entitled under Section 2.01(c) (or would be entitled but for this Section 2.02(e)) and the denominator of which is the aggregate amount of fractional interests in a share of Newco Common Stock to which all holders of Company Common Stock are entitled. (iv) As soon as practicable after deducting the determination of the amount of cash, if any, to be paid to holders of Company Common Stock in lieu of any required withholding Taxes and brokerage chargesfractional share interests in Newco Common Stock, commissions and transfer Taxesthe Exchange Agent shall in accordance with this Article II, on a pro rata basismake available such amounts, without interest, as soon as practicable to the former holders of SpinCo common stock Company Common Stock entitled to receive such cash. Payment of cash in lieu of fractional shares of Echo Common Stock shall be made solely for the purpose of avoiding the expense and inconvenience to Echo of issuing fractional shares of Echo Common Stock and shall not represent separately bargained-for consideration. Provided that Echo issues to the relevant agent the number of shares required to be issued by Echo to such agent pursuant to Section 3.3, Echo shall have no liability whatsoever to any holders of SpinCo common stock with respect to cash delivered in lieu of fractional shares. As used herein, the term “Tax” has the meaning set forth in the Tax Matters Agreement (substantially in the form set forth on Exhibit B) to be entered into by and among Echo, MCK and SpinCo prior to the Distribution (the “Tax Matters Agreement”).

No Fractional Shares. (a) No certificates or scrip representing fractional shares of Echo IVAX NYCOMED Common Stock shall be issued upon the conversion surrender for exchange of SpinCo common stock pursuant to Section 3.1Certificates, and such fractional share interests shall will not entitle the owner thereof to vote or to any other rights of a stockholder of IVAX NYCOMED. Each holder of Echo Common Stock. For purposes of this Section 3.3, all a fractional shares to which a single record holder would be entitled share interest shall be aggregated. (b) Fractional paid an amount in cash representing such holder's proportionate interest in the net proceeds from the sale by the Exchange Agent on behalf of all such holders of the aggregate of the fractions of shares of Echo IVAX NYCOMED Common Stock that would otherwise be allocable issued to any such holders ("IVAX EXCESS SHARES"). The sale of the IVAX Excess Shares by the Exchange Agent shall be executed on the American Stock Exchange, Inc. (the "AMEX") through one or more member firms of the AMEX and shall be executed in round lots to the extent practicable. Until the net proceeds of such sale or sales have been distributed to the former holders of SpinCo common stock in the Merger shall be aggregated, and no holder shares of SpinCo common stock shall receive cash equal to or greater than the value of one full share of Echo IVAX Common Stock, IVAX NYCOMED will cause the Exchange Agent to hold such proceeds in trust for the holders of such fractional share interests (the "IVAX SHARES TRUST"). IVAX NYCOMED shall pay all commissions, transfer taxes and other out-of-pocket transaction costs, including the expenses and compensation, of the Exchange Agent incurred in connection with such sale of the IVAX Excess Shares. The Exchange AgentAgent shall determine the portion of the IVAX Shares Trust to which each former holder of shares of IVAX Common Stock shall be entitled, if any, by multiplying the amount of the aggregate net proceeds comprising the IVAX Shares Trust by a fraction the numerator of which is the amount of the fractional shares of IVAX NYCOMED Common Stock to which such former holder of shares of IVAX Common Stock is entitled and the Distribution Agent shall cause denominator of which is the whole shares obtained from aggregating aggregate amount of fractional shares that would otherwise remain across share interests to which all holders of SpinCo common stock to be sold, in the open market or otherwise IVAX Common Stock are entitled. As soon as reasonably directed by MCK, and in no case later than 20 business days practicable after the Effective Time. The Exchange Agentdetermination of the amount of cash, if any, and to be paid to former holders of shares of IVAX Common Stock in lieu of any fractional shares of IVAX NYCOMED Common Stock interests, the Distribution Agent, as the case may be, Exchange Agent shall make available the net proceeds thereof, after deducting any required withholding Taxes and brokerage charges, commissions and transfer Taxes, on a pro rata basis, such amounts to such former holders of shares of IVAX Common Stock without interest, as soon as practicable to the holders of SpinCo common stock entitled to receive such cash. Payment of cash in lieu of fractional shares of Echo Common Stock shall be made solely for the purpose of avoiding the expense and inconvenience to Echo of issuing fractional shares of Echo Common Stock and shall not represent separately bargained-for consideration. Provided that Echo issues to the relevant agent the number of shares required to be issued by Echo to such agent pursuant to Section 3.3, Echo shall have no liability whatsoever to any holders of SpinCo common stock with respect to cash delivered in lieu of fractional shares. As used herein, the term “Tax” has the meaning set forth in the Tax Matters Agreement (substantially in the form set forth on Exhibit B) to be entered into by and among Echo, MCK and SpinCo prior to the Distribution (the “Tax Matters Agreement”).

No Fractional Shares. (a) No certificates or scrip representing fractional shares of Echo Acquiror Common Stock shall be issued upon the conversion surrender of SpinCo common stock Certificates pursuant to Section 3.11.04, and such Such fractional share interests shall not entitle the owner thereof to vote or to any rights as a security holder of Acquiror. In lieu of any such fractional shares of Acquiror Common Stock, each holder of Outstanding Company Stock entitled to receive shares of Acquiror Common Stock in the Merger, upon surrender of a holder of Echo Certificate for exchange pursuant to Section 1.04, shall be entitled to receive an amount in cash (without interest), rounded to the nearest cent, determined by multiplying the fractional interest in Acquiror Common Stock. For purposes of this Section 3.3, all fractional shares Stock to which a single record such holder would be entitled shall be aggregated. (b) Fractional shares of Echo Common Stock that would otherwise be allocable to any former holders entitled (after taking into account all shares of SpinCo common stock in Company Stock then held of record by such holder) by the Merger shall be aggregated, and no holder closing sale price of SpinCo common stock shall receive cash equal to or greater than the value of one full a share of Echo Acquiror Common Stock. The Exchange Agent, if any, and Stock as reported on the Distribution Agent shall cause NASDAQ or the whole shares obtained from aggregating fractional shares that would otherwise remain across all holders of SpinCo common stock to be sold, in the open market or otherwise as reasonably directed by MCK, and in no case later than 20 business days after the Effective Time. The Exchange Agent, if any, and the Distribution AgentNYSE, as the case may be, on the Closing Date. (b) As soon as practicable after the determination of the amount of cash, if any, to be paid to holders of Company Stock in lieu of any fractional share interests, Acquiror shall make available promptly deposit with the net proceeds thereof, after deducting any Exchange Agent cash in the required withholding Taxes amounts and brokerage charges, commissions and transfer Taxes, on a pro rata basisthe Exchange Agent will mail such amounts, without interest, as soon as practicable to such holders; PROVIDED, HOWEVER, that no such amount will be paid to any holder of Certificates prior to the holders surrender by such holder of SpinCo common stock entitled the Certificates which formerly represented such holder’s Company Stock. Any such amounts that remain unclaimed by the former stockholders of the Company after six months following the Effective Time shall be delivered to receive such cash. Payment the Surviving Corporation by the Exchange Agent, upon demand, and any former stockholders of cash the Company who have not then surrendered their Certificates shall thereafter look only to the Surviving Corporation for payment in lieu of any fractional shares of Echo Common Stock shall be made solely for the purpose of avoiding the expense and inconvenience to Echo of issuing fractional shares of Echo Common Stock and shall not represent separately bargained-for consideration. Provided that Echo issues to the relevant agent the number of shares required to be issued by Echo to such agent pursuant to Section 3.3, Echo shall have no liability whatsoever to any holders of SpinCo common stock with respect to cash delivered in lieu of fractional shares. As used herein, the term “Tax” has the meaning set forth in the Tax Matters Agreement (substantially in the form set forth on Exhibit B) to be entered into by and among Echo, MCK and SpinCo prior to the Distribution (the “Tax Matters Agreement”)interests.

No Fractional Shares. (a) No certificates Notwithstanding anything herein to the contrary, no certificate or scrip representing fractional shares of Echo Spinco Common Stock shall be issued upon delivered to the conversion Distribution Agent for the benefit of SpinCo common stock pursuant holders of record of TWDC Common Stock on the Record Date ("TWDC Stockholders"). To the extent that any TWDC Stockholders would be entitled to Section 3.1receive a fractional share of Spinco Common Stock as a result of the Distribution, and such fractional share interests shall will not entitle the owner thereof any such stockholder to vote or to any rights as a stockholder of a holder Spinco. In lieu of Echo Common Stock. For purposes any such fractional shares, each TWDC Stockholder who, but for the provisions of this Section 3.33.04, all fractional shares to which a single record holder would be entitled shall be aggregated. (b) Fractional shares to receive a fractional share interest of Echo Spinco Common Stock that would otherwise be allocable pursuant to the Distribution shall, in lieu of such entitlement, receive cash, without any former holders of SpinCo common stock in the Merger interest thereon, as hereinafter provided. TWDC shall be aggregated, and no holder of SpinCo common stock shall receive cash equal to or greater than the value of one full share of Echo Common Stock. The Exchange Agent, if any, and instruct the Distribution Agent shall cause to determine the number of whole shares obtained from aggregating and fractional shares that would otherwise remain across of Spinco Common Stock allocable to each TWDC Stockholder, to aggregate all holders such fractional shares into whole shares of SpinCo common stock Spinco Common Stock, to be sold, sell the shares of Company Common Stock obtained therefor pursuant to the terms of the Merger Agreement in the open market at the then-prevailing prices on behalf of each TWDC Stockholder who otherwise would be entitled to receive fractional share interests of Spinco Common Stock and to distribute to each such TWDC Stockholder his, her or otherwise as reasonably directed by MCKits ratable share of the total proceeds of the sale of the resulting shares of Company Common Stock, after making appropriate deductions of the amounts required for U.S. federal income tax withholding purposes and in no case later than 20 business days after the Effective Time. The Exchange Agent, if any, and the Distribution Agent, as the case may be, shall make available the net proceeds thereof, after deducting any required withholding applicable transfer Taxes and brokerage chargesthe costs and expenses of such sale and distribution, commissions including brokers fees and transfer Taxes, on a pro rata basis, without interest, as soon as practicable to the holders of SpinCo common stock entitled to receive such cash. Payment of cash in lieu of fractional shares of Echo Common Stock shall be made solely for the purpose of avoiding the expense and inconvenience to Echo of issuing fractional shares of Echo Common Stock and shall not represent separately bargained-for consideration. Provided that Echo issues to the relevant agent the number of shares required to be issued by Echo to such agent pursuant to Section 3.3, Echo shall have no liability whatsoever to any holders of SpinCo common stock with respect to cash delivered in lieu of fractional shares. As used herein, the term “Tax” has the meaning set forth in the Tax Matters Agreement (substantially in the form set forth on Exhibit B) to be entered into by and among Echo, MCK and SpinCo prior to the Distribution (the “Tax Matters Agreement”)commissions.

No Fractional Shares. (aDespite anything to the contrary set forth herein, the number of shares of Parent Common Stock to be issued to each Accredited Stockholder pursuant to Section 2.1(a), Section 2.1(b) No certificates or scrip representing and Section 2.1(c), respectively, shall be rounded down to the nearest whole number of shares of Parent Common Stock. Notwithstanding anything to the contrary contained in this Agreement, no fractional shares of Echo Parent Common Stock shall be issued upon to any Accredited Stockholder in connection with the conversion of SpinCo common stock pursuant to Section 3.1, Merger and the Parent Stock Issuance and any such fractional share interests shall not entitle the owner thereof to vote or to any other rights of a holder of Echo shares of Parent Common Stock. For Parent shall pay, or cause each of the Paying Agent and/or Surviving Corporation, as applicable, to pay, to each Accredited Stockholder who would otherwise have been entitled to receive a fraction of a share of Parent Common Stock (after aggregating all shares of Parent Common Stock, including fractional shares, that would be issued to such Accredited Stockholder for the Paying Agent’s purposes and separately so aggregating all shares of this Section 3.3Parent Common Stock, all including fractional shares shares, that would be issued to such Accredited Stockholder for the Surviving Corporation’s payroll purposes), in lieu thereof and upon surrender thereof, an amount in cash (without interest) equal to the product obtained by multiplying (a) the fraction of a share of Parent Common Stock to which a single record such holder would otherwise be entitled shall be aggregated. (after taking into account all Company Capital Stock held by such holder immediately prior to the Effective Time and allocated to receive any shares of Parent Common Stock) in accordance with Section 2.1 by (b) Fractional shares of Echo Common the Parent Stock that would otherwise be allocable Price, rounded to any former holders of SpinCo common stock in the Merger shall be aggregated, and no holder of SpinCo common stock shall receive cash equal to or greater than the value of one full share of Echo Common Stock. The Exchange Agent, if any, and the Distribution Agent shall cause the whole shares obtained from aggregating fractional shares that would otherwise remain across all holders of SpinCo common stock to be soldnearest cent, in the open market or otherwise as reasonably directed by MCK, and in no case later than 20 business days after the Effective Time. The Exchange Agent, if any, and the Distribution Agenteach case, as the case may be, shall make available the net proceeds thereof, after deducting any required withholding Taxes and brokerage charges, commissions and transfer Taxes, on a pro rata basis, without interest, as soon as practicable to the holders of SpinCo common stock entitled to receive such cash. Payment of cash in lieu of fractional shares of Echo Common Stock shall be made solely for the purpose of avoiding the expense and inconvenience to Echo of issuing fractional shares of Echo Common Stock and shall not represent separately bargained-for consideration. Provided that Echo issues to the relevant agent the number of shares required to be issued by Echo to such agent pursuant to Section 3.3, Echo shall have no liability whatsoever to any holders of SpinCo common stock with respect to cash delivered in lieu of fractional shares. As used herein, the term “Tax” has the meaning set forth in the Tax Matters Agreement (substantially Allocation Schedule. Each share of Parent Common Stock issuable in the form set forth on Exhibit B) to Merger, or any other securities issued in respect of such shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall be entered into by and among Echo, MCK and SpinCo prior to the Distribution (the “Tax Matters Agreement”).book-entry security entitlements. {N4442029.10} 255288355 v23

No Fractional Shares. (a) No certificates or scrip representing fractional shares of Echo DPSG Common Stock shall will be issued upon the conversion of SpinCo common stock Maple Parent Shares pursuant to Section 3.13.02, and such fractional share interests shall will not entitle the owner thereof to vote or to any rights of a holder of Echo DPSG Common Stock. For purposes of this Section 3.33.03, all fractional shares to which a single record holder would be entitled shall will be aggregated, and calculations will be rounded up to three decimal places. (b) Fractional shares of Echo DPSG Common Stock that would otherwise be allocable to any former holders of SpinCo common stock Maple Parent Shares in the Merger shall will be aggregated, and no holder of SpinCo common stock shall Maple Parent Shares will receive cash in exchange therefor equal to or greater than the value of one full share of Echo DPSG Common Stock. The Exchange Agent, if any, and the Distribution Transfer Agent shall will cause the whole shares obtained from aggregating fractional shares that would otherwise remain across all holders of SpinCo common stock thereby to be sold, in the open market or otherwise as reasonably directed by MCKDPSG, and in no case later than 20 business days Business Days after the Effective TimeTime (assuming all Maple Parent Shares have been surrendered pursuant to Section 3.02 by such date). The Exchange Agent, if any, and the Distribution Agent, as the case may be, shall Transfer Agent will make available the net proceeds thereof, after deducting any required withholding Taxes and brokerage charges, commissions and transfer Taxes, on a pro rata basis, without interest, as soon as practicable to the holders of SpinCo common stock Maple Parent Shares entitled to receive such cash. Payment of cash in lieu of fractional shares of Echo DPSG Common Stock shall will be made solely for the purpose of avoiding the expense and inconvenience to Echo DPSG of issuing fractional shares of Echo DPSG Common Stock and shall will not represent separately bargained-for consideration. Provided that Echo issues to the relevant agent the number of shares required to be issued by Echo to such agent pursuant to Section 3.3, Echo shall have no liability whatsoever to any holders of SpinCo common stock with respect to cash delivered in lieu of fractional shares. As used herein, the term “Tax” has the meaning set forth in the Tax Matters Agreement (substantially in the form set forth on Exhibit B) to be entered into by and among Echo, MCK and SpinCo prior to the Distribution (the “Tax Matters Agreement”).