Common use of Payments of Consideration Clause in Contracts

Payments of Consideration. (a) At or before the Effective Time, the Purchaser will deposit or cause to be deposited with the Depositary, in escrow for the benefit of the CRH Shareholders, cash in an aggregate amount equal to the payment obligations contemplated by Section 3.1 (calculated without reference to whether any CRH Shareholders have exercised or may exercise Dissent Rights). The cash so deposited will be held in an interest bearing account and any interest earned on such funds will be for the account of the Purchaser or its successor. (b) As soon as practicable following the later of the Effective Date and the surrender to the Depositary for cancellation of a certificate that immediately prior to the Effective Time represented outstanding CRH Shares that were transferred under Section 3.1(ec), together with a duly completed Letter of Transmittal and such additional documents and instruments as the Depositary may reasonably require and such other documents and instruments as would have been required to effect such transfer under the BCBCA, the Securities Transfer Act (British Columbia) and the articles of CRH after giving effect to Section 3.1(ec) the former holder of such CRH Shares will be entitled to receive the cash payment or payments which such former holder is entitled to receive pursuant to Section 3.1(ec) less any amounts withheld pursuant to Section 5.3 and any certificate so surrendered will forthwith be cancelled. (c) Subject to Section 5.4, until surrendered as contemplated by this Section 5.1, each certificate which immediately prior to the Effective Time represented CRH Shares will be deemed after the Effective Time to represent only the right to receive from the Depositary upon such surrender a cash payment in lieu of such certificate as contemplated in Section 5.1(b) less any amounts withheld pursuant to Section 5.3. (d) CRH and the Purchaser will cause the Depositary, as soon as a former holder of CRH Shares becomes entitled to a net cash payment in accordance with Section 5.1(b), to: (i) forward or cause to be forwarded by first class mail (postage paid) to such former holder at the address specified in the Letter of Transmittal; (ii) if requested by such former holder in the Letter of Transmittal, make available at the offices of the Depositary specified in the Letter of Transmittal for pick-up by such former holder; or (iii) if the Letter of Transmittal neither specifies an address as described in Section 5.1(d)(i) nor contains a request as described in Section 5.1(d)(ii), forward or cause to be forwarded by first class mail (postage paid) to such former holder at the address of such former holder as shown on the applicable securities register maintained by or on behalf of CRH immediately prior to the Effective Time; a cheque representing the net cash payment, if any, payable to such former holder in accordance with the provisions hereof. (e) No former holder of CRH Shares shall be entitled to receive any consideration with respect to such CRH Shares other than any cash payment to which such former holder of CRH Shares, as applicable, is entitled to receive pursuant to this Section 5.1 and, for greater certainty, no such former holder will be entitled to receive any interest, dividends, premium or other payment in connection therewith. (f) Until such time as a former holder of CRH Shares that were acquired by the Purchaser pursuant to Section 3.1(ec) complies with the provisions of Section 5.1(b), the cash payment to which such former holder is entitled will, subject to Section 5.2, be paid to and held by the Depositary, to be held in trust for such former holder for delivery to such former holder, without interest, upon deposit with the Depositary of the documentation required pursuant to Section 5.1(b).

Payments of Consideration. (a) At or before the Effective Time, the Purchaser Acquisitionco will deposit or deposit, and Parent will cause Acquisitionco to be deposited deposit, with the Depositary, Depositary in escrow for the benefit of the CRH Common Shareholders, cash in an the aggregate amount equal to the payment obligations payments contemplated by Section 3.1 3.1(b)(i) (calculated without reference to whether any CRH Common Shareholders have exercised or may exercise Dissent Rights). The cash so deposited will be held in an interest bearing account and any interest earned on such funds will be for the account of the Purchaser or its successor. (b) As soon as practicable following the later of the Effective Date and the surrender to the Depositary for cancellation of a certificate that which immediately prior to the Effective Time represented outstanding CRH Common Shares that were transferred exchanged under Section 3.1(ec)the Arrangement, together with a duly completed and executed Letter of Transmittal and such additional documents and instruments as the Depositary may reasonably require, the Common Shareholder of such surrendered certificate will be entitled to receive in exchange therefor, the cash which such Common Shareholder has the right to receive under the Arrangement for such Common Shares, less any amounts withheld pursuant to Section 5.4 and any certificate so surrendered will forthwith be cancelled. The cash deposited with the Depositary will be held in an interest-bearing account and any interest earned on such funds will be for the account of Acquisitionco. (b) At or before the Effective Time, Acquisitionco will deposit with the Depositary in escrow for the benefit of the Optionholders, cash in the aggregate amount equal to the payments contemplated by Section 3.1(a). As soon as practicable following the later of the Effective Date and the delivery to the Depositary by or on behalf of a former holder of any Option of a duly completed Letter of Transmittal and such additional documents and instruments as the Depositary may reasonably require and such other documents and instruments as would have been required to effect such transfer under the BCBCArequire, the Securities Transfer Act (British Columbia) and the articles of CRH after giving effect to Section 3.1(ec) the former holder of such CRH Shares Option, as reflected on the registers maintained by or on behalf of the Company in respect of Options will be entitled to receive the cash payment or payments which such former holder is entitled to receive pursuant to Section 3.1(ec3.1(a) less any amounts withheld pursuant to Section 5.3 and any certificate so surrendered will forthwith be cancelled5.4. (c) Subject to Section 5.4, until Until surrendered as contemplated by this Section 5.1, each certificate which immediately prior to the Effective Time represented CRH Common Shares will be deemed after the Effective Time time described in Section 3.1(b)(i) to represent only the right to receive from the Depositary upon such surrender a cash payment in lieu of such certificate as contemplated in this Section 5.1(b) 5.1, less any amounts withheld pursuant to Section 5.35.4. (d) CRH Subject to Section 5.3, the Company, Acquisitionco and the Purchaser Parent will cause the Depositary, as soon as (i) in the case of a former holder of CRH Shares Common Shares, as soon as practicable following the time the former holder becomes entitled to a cash payment in accordance with Section 5.1(a), and (ii) in the case of a former holder of Options, as soon as practicable following the time the former option holder becomes entitled to a net cash payment in accordance with Section 5.1(b), to: (iA) forward or cause to be forwarded by first class mail (postage paid) to such former holder at the address specified in the Letter of Transmittal;; or (iiB) if requested by such former holder in the Letter of Transmittal, make available at the offices of the Depositary specified in the Letter of Transmittal for pick-up by such former holder; or (iiiC) if the Letter of Transmittal neither specifies an address as described in Section 5.1(d)(i) nor contains a request as described in Section 5.1(d)(iiSections 5.1(d)(B) and 5.1(d)(A), forward or cause to be forwarded by first class mail (postage paid) to such former holder at the address of such former holder as shown on registers of Options or the applicable central securities register maintained by or on behalf of CRH the Company in respect of Common shares, or the registers of Options maintained by or on behalf of the Company in respect of the Options, as applicable, immediately prior to the Effective Time; a cheque representing the net cash payment, if any, payable to such former holder in accordance with the provisions hereof. (e) No former holder of CRH Shares shall be entitled to receive any consideration with respect to such CRH Shares other than any cash payment to which such former holder of CRH Shares, as applicable, is entitled to receive pursuant to this Section 5.1 and, for greater certainty, no such former holder will be entitled to receive any interest, dividends, premium or other payment in connection therewith. (f) Until such time as a former holder of CRH Shares that were acquired by the Purchaser pursuant to Section 3.1(ec) complies with the provisions of Section 5.1(b), the cash payment to which such former holder is entitled will, subject to Section 5.2, be paid to and held by the Depositary, to be held in trust for such former holder for delivery to such former holder, without interest, upon deposit with the Depositary of the documentation required pursuant to Section 5.1(b).:

Payments of Consideration. (a) At or before the Effective Time, the Purchaser will deposit or cause to be deposited with the Depositary, in escrow Depositary for the benefit of the CRH Shareholders, the Optionholders and the holders of RSUs, Performance Units, SARs and DSUs: (i) cash in an aggregate amount equal sufficient to satisfy the Company’s payment obligations contemplated by Sections 3.1(a)(i), 3.1(e)(i) and 3.1(f)(i); (ii) cash in an aggregate amount sufficient to satisfy the payment obligations contemplated by Section 3.1 Sections 3.1(c)(i) and 3.1(d)(i) (calculated without reference to whether any CRH Shareholders have Shareholder has exercised or may exercise Dissent Rights). The cash so deposited will ; and (iii) one or more certificates representing the aggregate number of Exchangeable Shares and Molycorp Shares required to be held in an interest bearing account and any interest earned on such funds will be for the account of delivered by the Purchaser or its successorto the Shareholders pursuant to Section 3.1(c)(i) and 3.1(d)(i) (calculated without reference to whether any Shareholder has exercised Dissent Rights). (b) As soon as practicable following the later of the Effective Date and the surrender by a Shareholder (other than a Dissenting Shareholder) to the Depositary for cancellation of a certificate that immediately prior to the Effective Time represented outstanding CRH Common Shares (including Eligible Shares) that were transferred to the Purchaser under Section 3.1(ecSections 3.1(c)(i) and 3.1(d)(i), together with a duly completed Letter of Transmittal and such additional documents and instruments as the Depositary may reasonably require and such other documents and instruments as would have been required to effect such transfer under the BCBCArequire, the Securities Transfer Act (British Columbia) and the articles of CRH after giving effect to Section 3.1(ec) the former holder of such CRH Common Shares will be entitled to receive in exchange therefor (i) a cheque for the cash payment or payments which Cash Consideration, if any, such former holder is entitled to receive pursuant to Section 3.1(ec3.1(c)(i) less and/or Section 3.1(d)(i) and (ii) a certificate representing that number (rounded down to the nearest whole number) of Exchangeable Shares and/or Molycorp Shares, if any, such holder is entitled to receive pursuant to Section 3.1(c)(i) and/or Section 3.1(d)(i), together with any distributions or dividends which such holder is entitled to receive pursuant to Section 5.2, less, in the case of both clauses (i) and (ii), any amounts withheld pursuant to Section 5.3 5.6, and any certificate so surrendered will forthwith be cancelled. (c) Subject to Section 5.45.5, until surrendered as contemplated by this Section 5.1, each certificate which immediately prior to the Effective Time represented CRH Common Shares (including Eligible Shares) that were transferred to the Purchaser under Section 3.1(c)(i) or Section 3.1(d)(i) will be thereafter deemed after the Effective Time to represent only the right to receive from (i) a cheque for the Depositary upon such surrender a cash payment in lieu Cash Consideration, if any, the holder of such Common Shares is entitled to receive pursuant to Section 3.1(c)(i) and/or Section 3.1(d)(i) and (ii) a certificate as contemplated representing that number (rounded down to the nearest whole number) of Exchangeable Shares and/or Molycorp Shares, if any, such holder is entitled to receive pursuant to Section 3.1(c)(i) and/or Section 3.1(d)(i), together with any distributions or dividends which such holder is entitled to receive pursuant to Section 5.2, less, in Section 5.1(bthe case of both clauses (i) less and (ii), any amounts withheld pursuant to Section 5.35.6. (d) CRH and the The Purchaser will cause the Depositary, as soon as a former holder of CRH Common Shares (including Eligible Shares) becomes entitled to a net cash payment receive Cash Consideration and/or Eligible Share Consideration and/or Share Consideration in accordance with Section 5.1(b), to: (i) forward or cause to be forwarded by first class mail (postage paid) to such former holder at the address specified in the Letter of Transmittal;; or (ii) if requested by such former holder in the Letter of Transmittal, make available at the offices of the Depositary specified in the Letter of Transmittal for pick-up by such former holder; or (iii) if the Letter of Transmittal neither specifies an address as described in Section 5.1(d)(i) nor contains a request as described in Section 5.1(d)(ii), forward or cause to be forwarded by first class mail (postage paid) to such former holder at the address of such former holder as shown on the applicable securities register maintained by or on behalf of CRH the Company immediately prior to the Effective Time; a cheque representing the net cash payment, if any, payable to such former holder in accordance with the provisions hereof. (e) No former holder of CRH Shares shall be entitled to receive any consideration with respect to such CRH Shares other than any cash payment to which such former holder of CRH Shares, as applicable, is entitled to receive pursuant to this Section 5.1 and, for greater certainty, no such former holder will be entitled to receive any interest, dividends, premium or other payment in connection therewith. (f) Until such time as a former holder of CRH Shares that were acquired by the Purchaser pursuant to Section 3.1(ec) complies with the provisions of Section 5.1(b), the cash payment to which such former holder is entitled will, subject to Section 5.2, be paid to and held by the Depositary, to be held in trust for such former holder for delivery to such former holder, without interest, upon deposit with the Depositary of the documentation required pursuant to Section 5.1(b).;

Payments of Consideration. (a) At or before Immediately prior to the Effective Time, the Purchaser will deposit or cause to be deposited with the Depositary, in escrow Depositary for the benefit of the CRH Shareholders, Shareholders and the Optionholders: (i) cash in an aggregate amount equal sufficient to satisfy the Company’s payment obligations contemplated by Section 3.1 3.1(a)(i); (ii) cash in an aggregate amount sufficient to satisfy the Purchaser’s payment obligations contemplated by Section 3.1(c)(i) (calculated without reference to whether any CRH Shareholder has exercised Dissent Rights and assuming that any Shareholder exercising dissent rights has elected to receive all Cash Consideration for each of its Common Shares); and (iii) one or more certificates representing the aggregate number of Radiant Shares required to be delivered by the Purchaser to the Shareholders have pursuant to Section 3.1(c)(i) (calculated without reference to whether any Shareholder has exercised or may exercise Dissent Rights). The cash so deposited will be held in an interest bearing account and any interest earned on such funds will be for the account of the Purchaser or its successor. (b) As soon as practicable following the later of the Effective Date and the surrender by a Shareholder (other than a Dissenting Shareholder) to the Depositary for cancellation of a certificate that that, immediately prior to the Effective Time Time, represented outstanding CRH Common Shares that were transferred to the Purchaser under Section 3.1(ec3.1(c)(i), together with a duly completed Letter of Transmittal and Election Form provided by the Shareholder pursuant to Section 3.2(c) and such additional documents and instruments as the Depositary may reasonably require and such other documents and instruments as would have been required to effect such transfer under the BCBCArequire, the Securities Transfer Act (British Columbia) and the articles of CRH after giving effect to Section 3.1(ec) the former holder of such CRH Common Shares will be entitled to receive in exchange therefor (i) a cheque for the cash payment or payments which Cash Consideration, if any, such former holder is entitled to receive pursuant to Section 3.1(ec3.1(c)(i), and (ii) less a certificate representing that number (rounded down to the nearest whole number) of Radiant Shares, if any, such holder is entitled to receive pursuant to Section 3.1(c)(i), together with any distributions or dividends which such holder is entitled to receive pursuant to Section 5.2, less, in the case of both clauses (i) and (ii), any amounts withheld pursuant to Section 5.3 5.6, and any certificate so surrendered will forthwith be cancelled. (c) Subject to Section 5.45.5, until surrendered as contemplated by this Section 5.1, each certificate which immediately prior to the Effective Time represented CRH Common Shares that were transferred to the Purchaser under Section 3.1(c)(i) will be thereafter deemed after the Effective Time to represent only the right to receive from (i) a cheque for the Depositary upon such surrender a cash payment in lieu Cash Consideration, if any, the holder of such Common Shares is entitled to receive pursuant to Section 3.1(c)(i), and (ii) a certificate as contemplated representing that number (rounded down to the nearest whole number) of Radiant Shares, if any, such holder is entitled to receive pursuant to Section 3.1(c)(i), together with any distributions or dividends which such holder is entitled to receive pursuant to Section 5.2, less, in Section 5.1(bthe case of both clauses (i) less and (ii), any amounts withheld pursuant to Section 5.35.6. (d) CRH and the The Purchaser will cause the Depositary, as soon as a former holder of CRH Common Shares becomes entitled to a net cash payment receive Cash Consideration and/or Share Consideration in accordance with Section 5.1(b), to: (i) forward or cause to be forwarded by first class mail (postage paid) to such former holder at the address specified in the Letter of Transmittal;Transmittal and Election Form; or (ii) if requested by such former holder in the Letter of TransmittalTransmittal and Election Form, make available at the offices of the Depositary specified in the Letter of Transmittal and Election Form for pick-up by such former holder; or (iii) if the Letter of Transmittal and Election Form neither specifies an address as described in Section 5.1(d)(i) nor contains a request as described in Section 5.1(d)(ii), forward or cause to be forwarded by first class mail (postage paid) to such former holder at the address of such former holder as shown on the applicable securities register maintained by or on behalf of CRH the Company immediately prior to the Effective Time; a cheque representing the net cash paymentCash Consideration, if any, payable to such former holder in accordance with the provisions hereof and one or more certificates representing the Share Consideration, if any, to which such former holder of Common Shares is entitled to receive in accordance with the provisions hereof, in each case less any amounts withheld pursuant to Section 5.6. (e) No former holder of CRH Common Shares shall be entitled to receive any consideration with respect to such CRH Common Shares other than any cash payment to which the Cash Consideration and/or Share Consideration such former holder of CRH Shares, as applicable, Common Shares is entitled to receive pursuant to this Section 5.1 and, for greater certainty, no such former holder will be entitled to receive any interest, dividends, premium or other payment in connection therewiththerewith except in accordance with Section 5.2. (f) Until such time The Purchaser will cause the Depositary, as soon as a former Optionholder becomes entitled to receive the payments contemplated by Section 3.1(a)(i), to forward or cause to be forwarded by first class mail (postage paid) to such former holder at the address specified in the applicable records of CRH Shares that were acquired by the Purchaser pursuant Company, a cheque representing the cash payment payable to Section 3.1(ec) complies such former holder in accordance with the provisions hereof. Notwithstanding any of the foregoing terms of this Section 5.1(b)5.1, neither a certificate nor a letter of transmittal need be surrendered by a former Optionholder in order to receive the cash payment to which such former holder is entitled will, subject to Section 5.2, be paid to and held by the Depositary, to be held in trust for such former holder for delivery to such former holder, without interest, upon deposit with the Depositary of the documentation required pursuant to Section 5.1(b3.1(a)(i).

Payments of Consideration. (a) At or before the Effective Time, the Purchaser will deposit or Acquisition Sub shall deposit, and Parent shall cause Acquisition Sub to be deposited deposit, with the Depositary, Depositary in escrow for the benefit of the CRH Company Shareholders, cash in an the aggregate amount equal to the payment obligations payments contemplated by Section 3.1 3.1(f)(i) (calculated without reference to whether any CRH Common Shareholders have exercised or may exercise Dissent Rights) and Section 3.1(f)(ii). The cash so deposited will be held in an interest bearing account and any interest earned on such funds will be for the account of the Purchaser or its successor. (b) As soon as practicable following the later of the Effective Date and the surrender to the Depositary for cancellation of a certificate that which immediately prior to the Effective Time represented outstanding CRH Company Shares that were transferred exchanged under Section 3.1(ec)the Arrangement, together with a duly completed and executed Letter of Transmittal and such additional documents and instruments as the Depositary may reasonably require and such other documents and instruments as would have been required to effect such transfer under the BCBCArequire, the Securities Transfer Act (British Columbia) and the articles of CRH after giving effect to Section 3.1(ec) the former holder Company Shareholder of such CRH Shares surrendered certificate will be entitled to receive in exchange therefor, the cash payment or payments which such former holder is entitled Company Shareholder has the right to receive pursuant to Section 3.1(ec) less any amounts withheld pursuant to Section 5.3 under the Arrangement for such Company Shares, and any certificate so surrendered will forthwith be cancelled. The cash deposited with the Depositary will be held in an interest-bearing account and any interest earned on such funds will be for the account of Acquisition Sub. (cb) Subject to Section 5.4, until Until surrendered as contemplated by this Section 5.1, each certificate which immediately prior to the Effective Time represented CRH Company Shares will be deemed after at the Effective Time to represent only the right to receive from the Depositary upon such surrender a cash payment in lieu of such certificate as contemplated in this Section 5.1(b) less any amounts withheld pursuant to Section 5.35.1. (dc) CRH The Company, Acquisition Sub and the Purchaser will Parent shall cause the Depositary, as soon as in the case of a former holder of CRH Shares Company Shares, as soon as practicable following the time the former holder becomes entitled to a net cash payment in accordance with Section 5.1(b5.1(a), to: (iA) forward or cause to be forwarded by first class mail (postage paid) to such former holder at the address specified in the Letter of Transmittal; (iiB) if requested by such former holder in the Letter of Transmittal, make available at the offices of the Depositary specified in the Letter of Transmittal for pick-up by such former holder; or (iiiC) if the Letter of Transmittal neither specifies an address as described in Section 5.1(d)(i) nor contains a request as described in Section 5.1(d)(iiSections 5.1(c)(A) and 5.1(c)(B), forward or cause to be forwarded by first class mail (postage paid) to such former holder at the address of such former holder as shown on the applicable central securities register maintained by or on behalf of CRH the Company in respect of Company Shares immediately prior to the Effective Time; : a cheque check representing the net cash payment, if any, payable to such former holder in accordance with the provisions hereof. (ed) No former If any holder of CRH Company Shares fails for any reason to deliver to the Depositary for cancellation the certificates formerly representing the Company Shares (or a bond or other indemnity pursuant to Section 5.2), together with such other documents or instruments required for such holder to receive payment for the Company Shares, on or before the sixth anniversary of the Effective Date, such holder shall be entitled deemed to receive any consideration with respect have surrendered and forfeited to such CRH Shares other than any cash payment to which such former holder of CRH Sharesthe Company or Acquisition Sub, as applicable, is entitled to receive pursuant to this Section 5.1 and, for greater certainty, no such former holder will be entitled to receive any interest, dividends, premium or other payment in connection therewith. (f) Until such time as a former holder of CRH Shares that were acquired by the Purchaser pursuant to Section 3.1(ec) complies with the provisions of Section 5.1(b), the cash payment to which such former holder is entitled will, subject to Section 5.2, be paid to and consideration held by the Depositary, to be held Depositary in trust for such former holder for delivery to which such former holderholder is entitled. Any certificate formerly representing the Company Shares shall, without intereston the sixth anniversary of the Effective Date, upon deposit with cease to represent a claim of any nature whatsoever and shall be deemed to have been surrendered to the Company or Acquisition Sub, as applicable and shall be cancelled. Any payment made by way of cheque by the Depositary pursuant to the Plan of Arrangement that has not been deposited or has been returned to the Depositary or that otherwise remains unclaimed, in each case, on or before the sixth anniversary of the documentation required Effective Date, and any right or claim to payment hereunder that remains outstanding on the sixth anniversary of the Effective Date shall cease to represent a right or claim of any kind or nature and the right of the holder to receive the cash consideration for Company Shares pursuant to Section 5.1(b)this Plan of Arrangement shall terminate and be deemed to be surrendered and forfeited to the Company or Acquisition Sub, as applicable, for no consideration.

Payments of Consideration. (a) At or before the Effective Time, the Purchaser will deposit Newco shall deposit, or cause to be deposited deposited, with the Depositary, in escrow for the benefit of the CRH Shareholderspersons that are holders of Common Shares immediately prior to the Effective Time, an amount of cash in an aggregate amount equal to the payment obligations contemplated by aggregate cash payable to the holders of Common Shares in accordance with Section 3.1 3.2(b) (calculated without reference to whether any CRH Shareholders holders of Common Shares have exercised or may exercise Dissent Rights). . (b) The cash so deposited will with the Depositary shall be held in an interest interest-bearing account and any interest earned on such funds will shall be for the account of the Purchaser or its successor. (b) As soon as practicable following the later of the Effective Date and the surrender to the Depositary for cancellation of a certificate that immediately prior to the Effective Time represented outstanding CRH Shares that were transferred under Section 3.1(ec), together with a duly completed Letter of Transmittal and such additional documents and instruments as the Depositary may reasonably require and such other documents and instruments as would have been required to effect such transfer under the BCBCA, the Securities Transfer Act (British Columbia) and the articles of CRH after giving effect to Section 3.1(ec) the former holder of such CRH Shares will be entitled to receive the cash payment or payments which such former holder is entitled to receive pursuant to Section 3.1(ec) less any amounts withheld pursuant to Section 5.3 and any certificate so surrendered will forthwith be cancelledNewco. (c) Subject to Article 4 and Section 5.45.2, until surrendered holders of Common Shares shall be entitled to obtain from the Depositary, as contemplated by this Section 5.1agent of Newco, each certificate which immediately prior to cheques in payment of the Effective Time represented CRH Shares will be deemed after the Effective Time to represent only the right cash consideration such holders are entitled to receive from Newco under this Plan of Arrangement, by duly completing and executing the Letter of Transmittal and delivering such executed Letter of Transmittal to the Depositary upon such surrender a cash payment in lieu accordance with the instructions contained in the Letter of such certificate as contemplated Transmittal. In addition, holders of certificates formerly representing Common Shares must deliver the original certificates formerly representing Common Shares to the Depositary in Section 5.1(b) less any amounts withheld pursuant to Section 5.3accordance with the instructions contained in the Letter of Transmittal. (d) CRH The Purchaser and the Purchaser Newco will cause the Depositary, as soon as a former holder of CRH Common Shares becomes entitled to a net payment of the cash payment in accordance with Section 5.1(b)consideration such holder is entitled to receive from Newco under this Plan of Arrangement, as applicable, to: (i) forward or cause to be forwarded by first class mail (postage paid) to such former holder at the address specified in the Letter of Transmittal; (ii) if requested by such former holder in the Letter of Transmittal, make available at the offices of the Depositary specified in the Letter of Transmittal for pick-up by for such former holder; or (iii) if the Letter of Transmittal neither specifies an address as described in Section 5.1(d)(i) nor contains a request as described in Section 5.1(d)(ii), forward or cause to be forwarded by first class mail (postage paid) to such former holder at the address of such former holder as shown on in the applicable securities register of Common Shares maintained by or on behalf of CRH immediately prior to the Effective Time; a cheque representing the net cash payment, if any, payable to such former holder in accordance with the provisions hereof. (e) No former holder of CRH Shares shall be entitled to receive any consideration with respect to such CRH Shares other than any cash payment to which such former holder of CRH Shares, as applicable, is entitled to receive pursuant to this Section 5.1 and, for greater certainty, no such former holder will be entitled to receive any interest, dividends, premium or other payment in connection therewith. (f) Until such time as a former holder of CRH Shares that were acquired by the Purchaser pursuant to Section 3.1(ec) complies with the provisions of Section 5.1(b), the cash payment to which such former holder is entitled will, subject to Section 5.2, be paid to and held by the Depositary, to be held in trust for such former holder for delivery to such former holder, without interest, upon deposit with the Depositary of the documentation required pursuant to Section 5.1(b).Corporation;

Payments of Consideration. (a) At or before the Effective Time, the Purchaser Acquisitionco will deposit or deposit, and GREKA will cause Acquisitionco to be deposited deposit, with the Depositary, Depositary in escrow for the benefit of the CRH Common Shareholders, cash in an the aggregate amount equal to the payment obligations payments contemplated by Section 3.1 3.1(b)(i) (calculated without reference to whether any CRH Common Shareholders have exercised or may exercise Dissent Rights). The cash so deposited will be held in an interest bearing account and any interest earned on such funds will be for the account of the Purchaser or its successor. (b) As soon as practicable following the later of the Effective Date and the surrender to the Depositary for cancellation of a certificate that which immediately prior to the Effective Time represented outstanding CRH Common Shares that were transferred exchanged under Section 3.1(ec)the Arrangement, together with a duly completed and executed Letter of Transmittal and such additional documents and instruments as the Depositary may reasonably require and such other documents and instruments as would have been required to effect such transfer under the BCBCArequire, the Securities Transfer Act (British Columbia) and the articles of CRH after giving effect to Section 3.1(ec) the former holder Common Shareholder of such CRH Shares surrendered certificate will be entitled to receive in exchange therefor, the cash payment or payments which such former holder is entitled Common Shareholder has the right to receive pursuant to Section 3.1(ec) under the Arrangement for such Common Shares, less any amounts withheld pursuant to Section 5.3 5.4 and any certificate so surrendered will forthwith be cancelled. The cash deposited with the Depositary will be held in an interest-bearing account and any interest earned on such funds will be for the account of Acquisitionco. (cb) Subject to Section 5.4, until Until surrendered as contemplated by this Section 5.1, each certificate which immediately prior to the Effective Time represented CRH Common Shares will be deemed after the Effective Time time described in Section 3.1(b)(i) to represent only the right to receive from the Depositary upon such surrender a cash payment in lieu of such certificate as contemplated in this Section 5.1(b) 5.1, less any amounts withheld pursuant to Section 5.35.4. (d) CRH and the Purchaser will cause the Depositary, as soon as a former holder of CRH Shares becomes entitled to a net cash payment in accordance with Section 5.1(b), to: (i) forward or cause to be forwarded by first class mail (postage paid) to such former holder at the address specified in the Letter of Transmittal; (ii) if requested by such former holder in the Letter of Transmittal, make available at the offices of the Depositary specified in the Letter of Transmittal for pick-up by such former holder; or (iii) if the Letter of Transmittal neither specifies an address as described in Section 5.1(d)(i) nor contains a request as described in Section 5.1(d)(ii), forward or cause to be forwarded by first class mail (postage paid) to such former holder at the address of such former holder as shown on the applicable securities register maintained by or on behalf of CRH immediately prior to the Effective Time; a cheque representing the net cash payment, if any, payable to such former holder in accordance with the provisions hereof. (e) No former holder of CRH Shares shall be entitled to receive any consideration with respect to such CRH Shares other than any cash payment to which such former holder of CRH Shares, as applicable, is entitled to receive pursuant to this Section 5.1 and, for greater certainty, no such former holder will be entitled to receive any interest, dividends, premium or other payment in connection therewith. (f) Until such time as a former holder of CRH Shares that were acquired by the Purchaser pursuant to Section 3.1(ec) complies with the provisions of Section 5.1(b), the cash payment to which such former holder is entitled will, subject to Section 5.2, be paid to and held by the Depositary, to be held in trust for such former holder for delivery to such former holder, without interest, upon deposit with the Depositary of the documentation required pursuant to Section 5.1(b).

Payments of Consideration. (a) At or before the Effective Time, the Purchaser Parent and the Exchangeco will deposit or cause to be deposited with the Depositary, in escrow Company for the benefit of the CRH Shareholders, cash in an Shareholders one or more certificates representing the aggregate amount equal number of Exchangeable Shares or Parent Shares (as applicable) required to be delivered by the Exchangeco to the payment obligations contemplated by Shareholders pursuant to Section 3.1 (calculated without reference to whether any CRH Shareholders have exercised or may exercise Dissent Rights). The cash so deposited will be held in an interest bearing account and any interest earned on such funds will be for the account of the Purchaser or its successor2.2. (b) As soon as practicable following the later of of: (i) the Effective Date Date; and (ii) to the extent certificated, the surrender by a Shareholder to the Depositary for cancellation Company of a certificate that immediately prior to the Effective Time represented outstanding CRH Common Shares (including Eligible Shares) that were transferred to the Exchangeco under Section 3.1(ec), together with a duly completed Letter of Transmittal and such additional documents and instruments as the Depositary may reasonably require and such other documents and instruments as would have been required to effect such transfer under the BCBCA2.2, the Securities Transfer Act (British Columbia) and the articles of CRH after giving effect to Section 3.1(ec) the former holder of such CRH Shares Shareholder will be entitled to receive in exchange therefore a certificate representing that number (rounded down to the cash payment nearest whole number) of Exchangeable Shares or payments which Parent Shares (as applicable) such former holder is entitled to receive pursuant to Section 3.1(ec) 2.2, together with any distributions or dividends which such holder is entitled to receive pursuant to Section 3.2, less any amounts withheld pursuant to Section 5.3 3.6, and any certificate so surrendered will forthwith be cancelled. (c) Subject to Section 5.43.5, until surrendered as contemplated by this Section 5.13.1, each certificate or other evidence of issuance or ownership of Common Shares (including Eligible Shares) which immediately prior to the Effective Time represented CRH Common Shares (including Eligible Shares) that were transferred to the Exchangeco under Section 2.2 will be thereafter deemed after the Effective Time to represent only the right to receive from a certificate representing that number (rounded down to the Depositary upon nearest whole number) of Exchangeable Shares or Parent Shares (as applicable) such surrender a cash payment in lieu of holder is entitled to receive pursuant to Section 2.2, together with any distributions or dividends which such certificate as contemplated in holder is entitled to receive pursuant to Section 5.1(b) 3.2, less any amounts withheld pursuant to Section 5.33.6. (d) CRH and the Purchaser The Exchangeco will cause the DepositaryCompany, as soon as a former holder of CRH Shares Shareholder becomes entitled to a net cash payment receive Eligible Share Consideration or Share Consideration in accordance with Section 5.1(b3.1(b), to: (iA) forward or cause to be forwarded by first class mail (postage paid) to such former holder Shareholder at the address specified in the Letter register of Transmittal;Common Shares; or (iiB) if requested by such former holder in the Letter of TransmittalShareholder, make available at the offices of the Depositary specified in the Letter of Transmittal Company for pick-up by such former holderShareholder; or (iii) if one or more certificates representing the Letter of Transmittal neither specifies an address as described in Section 5.1(d)(i) nor contains a request as described in Section 5.1(d)(ii), forward Eligible Share Consideration or cause to be forwarded by first class mail (postage paid) to Share Consideration such former holder at the address of such former holder as shown on the applicable securities register maintained by or on behalf of CRH immediately prior Shareholder is entitled to the Effective Time; a cheque representing the net cash payment, if any, payable to such former holder receive in accordance with the provisions hereof, less any amounts withheld pursuant to Section 3.6. (e) No former holder of CRH Shares Shareholder shall be entitled to receive any consideration with respect to such CRH Common Shares other than any cash payment to which Eligible Share Consideration or Share Consideration such WSLegal\073132\00009\12677454v12 former holder of CRH Shares, as applicable, Shareholder is entitled to receive pursuant to this Section 5.1 3.1 and, for greater certainty, no such former holder Shareholder will be entitled to receive any interest, dividends, premium or other payment in connection therewiththerewith except in accordance with Section 3.2. (f) Until such time as a former holder of CRH Shares that were acquired by the Purchaser pursuant to Section 3.1(ec) complies with the provisions of Section 5.1(b), the cash payment to which such former holder is entitled will, subject to Section 5.2, be paid to and held by the Depositary, to be held in trust for such former holder for delivery to such former holder, without interest, upon deposit with the Depositary of the documentation required pursuant to Section 5.1(b).

Payments of Consideration. (a) At or before the Effective Time, the Purchaser will deposit or cause to be deposited with the Depositary, in escrow Company for the benefit of the CRH Shareholders, cash in an Shareholders one or more certificates representing the aggregate amount equal number of Exchangeable Shares or Parent Shares required to be delivered by the Purchaser to the payment obligations contemplated by Section 3.1 (calculated without reference Shareholders pursuant to whether any CRH Shareholders have exercised Sections 2.2(a)(i) or may exercise Dissent Rights2.2(b)(i). The cash so deposited will be held in an interest bearing account and any interest earned on such funds will be for the account of the Purchaser or its successor. (b) As soon as practicable following the later of the Effective Date and the surrender by a Shareholder to the Depositary for cancellation Company of a certificate that immediately prior to the Effective Time represented outstanding CRH Common Shares (including Eligible Shares) that were transferred to the Purchaser under Section 3.1(ecSections 2.2(a)(i) or 2.2(b)(i), together with a duly completed Letter of Transmittal and such additional documents and instruments as the Depositary may reasonably require and such other documents and instruments as would have been required to effect such transfer under the BCBCA, the Securities Transfer Act (British Columbia) and the articles of CRH after giving effect to Section 3.1(ec) the former holder of such CRH Shares Shareholder will be entitled to receive in exchange therefor a certificate representing that number (rounded down to the cash payment nearest whole number) of Exchangeable Shares or payments which Parent Shares such former holder is entitled to receive pursuant to Section 3.1(ec2.2(a)(i) or Section 2.2(b)(i), together with any distributions or dividends which such holder is entitled to receive pursuant to Section 3.2, less any amounts withheld pursuant to Section 5.3 3.6, and any certificate so surrendered will forthwith be cancelled. (c) Subject to Section 5.43.5, until surrendered as contemplated by this Section 5.13.1, each certificate which immediately prior to the Effective Time represented CRH Common Shares (including Eligible Shares) that were transferred to the Purchaser under Section 2.2(a)(i) or Section 2.2(b)(i) will be thereafter deemed after the Effective Time to represent only the right to receive from a certificate representing that number (rounded down to the Depositary upon nearest whole number) of Exchangeable Shares or Parent Shares such surrender a cash payment in lieu of holder is entitled to receive pursuant to Section 2.2(a)(i) or Section 2.2(b)(i), together with any distributions or dividends which such certificate as contemplated in holder is entitled to receive pursuant to Section 5.1(b) 3.2, less any amounts withheld pursuant to Section 5.33.6. (d) CRH and the The Purchaser will cause the DepositaryCompany, as soon as a former holder of CRH Shares Shareholder becomes entitled to a net cash payment receive Eligible Share Consideration or Share Consideration in accordance with Section 5.1(b3.1(b), to: (i) forward or cause to be forwarded by first class mail (postage paid) to such former holder Shareholder at the address specified in the Letter register of Transmittal;Common Shares; or (ii) if requested by such former holder in the Letter of TransmittalShareholder, make available at the offices of the Depositary specified in the Letter of Transmittal Company for pick-up by such former holderShareholder; or (iii) if or one or more certificates representing the Letter of Transmittal neither specifies an address as described in Section 5.1(d)(i) nor contains a request as described in Section 5.1(d)(ii), forward Eligible Share Consideration or cause to be forwarded by first class mail (postage paid) to Share Consideration such former holder at the address of such former holder as shown on the applicable securities register maintained by or on behalf of CRH immediately prior Shareholder is entitled to the Effective Time; a cheque representing the net cash payment, if any, payable to such former holder receive in accordance with the provisions hereof, less any amounts withheld pursuant to Section 3.6. (e) No former holder of CRH Shares Shareholder shall be entitled to receive any consideration with respect to such CRH Common Shares other than any cash payment to which Eligible Share Consideration or Share Consideration such former holder of CRH Shares, as applicable, Shareholder is entitled to receive pursuant to this Section 5.1 3.1 and, for greater certainty, no such former holder Shareholder will be entitled to receive any interest, dividends, premium or other payment in connection therewiththerewith except in accordance with Section 3.2. (f) Until such time as a former holder of CRH Shares that were acquired by the Purchaser pursuant to Section 3.1(ec) complies with the provisions of Section 5.1(b), the cash payment to which such former holder is entitled will, subject to Section 5.2, be paid to and held by the Depositary, to be held in trust for such former holder for delivery to such former holder, without interest, upon deposit with the Depositary of the documentation required pursuant to Section 5.1(b).

Payments of Consideration. (a) At or before the Effective Time, the Purchaser will deposit or cause to be deposited with the Depositary, in escrow for the benefit of the CRH Shareholders, cash in an aggregate amount equal to the payment obligations contemplated by Section 3.1 (calculated without reference to whether any CRH Shareholders have exercised or may exercise Dissent Rights). The cash so deposited will be held in an interest bearing account and any interest earned on such funds will be for the account of the Purchaser or its successor. (b) As soon as practicable following the later of the Effective Date and the surrender to the Depositary for cancellation of a certificate that immediately prior to the Effective Time represented outstanding CRH Shares that were transferred under Section 3.1(ec3.1(e), together with a duly completed Letter of Transmittal and such additional documents and instruments as the Depositary may reasonably require and such other documents and instruments as would have been required to effect such transfer under the BCBCA, the Securities Transfer Act (British Columbia) and the articles of CRH after giving effect to Section 3.1(ec3.1(e) the former holder of such CRH Shares will be entitled to receive the cash payment or payments which such former holder is entitled to receive pursuant to Section 3.1(ec3.1(e) less any amounts withheld pursuant to Section 5.3 and any certificate so surrendered will forthwith be cancelled. (c) Subject to Section 5.4, until surrendered as contemplated by this Section 5.1, each certificate which immediately prior to the Effective Time represented CRH Shares will be deemed after the Effective Time to represent only the right to receive from the Depositary upon such surrender a cash payment in lieu of such certificate as contemplated in Section 5.1(b) less any amounts withheld pursuant to Section 5.3. (d) CRH and the Purchaser will cause the Depositary, as soon as a former holder of CRH Shares becomes entitled to a net cash payment in accordance with Section 5.1(b), to: (i) forward or cause to be forwarded by first class mail (postage paid) to such former holder at the address specified in the Letter of Transmittal; (ii) if requested by such former holder in the Letter of Transmittal, make available at the offices of the Depositary specified in the Letter of Transmittal for pick-up by such former holder; or (iii) if the Letter of Transmittal neither specifies an address as described in Section 5.1(d)(i) nor contains a request as described in Section 5.1(d)(ii), forward or cause to be forwarded by first class mail (postage paid) to such former holder at the address of such former holder as shown on the applicable securities register maintained by or on behalf of CRH immediately prior to the Effective Time; a cheque representing the net cash payment, if any, payable to such former holder in accordance with the provisions hereof. (e) No former holder of CRH Shares shall be entitled to receive any consideration with respect to such CRH Shares other than any cash payment to which such former holder of CRH Shares, as applicable, is entitled to receive pursuant to this Section 5.1 and, for greater certainty, no such former holder will be entitled to receive any interest, dividends, premium or other payment in connection therewith. (f) Until such time as a former holder of CRH Shares that were acquired by the Purchaser pursuant to Section 3.1(ec) complies with the provisions of Section 5.1(b), the cash payment to which such former holder is entitled will, subject to Section 5.2, be paid to and held by the Depositary, to be held in trust for such former holder for delivery to such former holder, without interest, upon deposit with the Depositary of the documentation required pursuant to Section 5.1(b).;

Payments of Consideration. (a) At or before the Effective Time, the Purchaser will deposit or cause to be deposited with the Depositary, in escrow for the benefit of the CRH Shareholders, cash in an aggregate amount equal to the payment obligations contemplated by Section 3.1 (calculated without reference to whether any CRH Shareholders have exercised or may exercise Dissent Rights). The cash so deposited will be held in an interest bearing account and any interest earned on such funds will be for the account of the Purchaser or its successor. (b) As soon as practicable following the later of the Effective Date and the surrender to the Depositary for cancellation of a certificate that immediately prior to the Effective Time represented outstanding CRH Shares that were transferred under Section 3.1(ec3.1(c), together with a duly completed Letter of Transmittal and such additional documents and instruments as the Depositary may reasonably require and such other documents and instruments as would have been required to effect such transfer under the BCBCA, the Securities Transfer Act (British Columbia) and the articles of CRH after giving effect to Section 3.1(ec3.1(c) the former holder of such CRH Shares will be entitled to receive the cash payment or payments which such former holder is entitled to receive pursuant to Section 3.1(ec3.1(c) less any amounts withheld pursuant to Section 5.3 and any certificate so surrendered will forthwith be cancelled. (c) Subject to Section 5.4, until surrendered as contemplated by this Section 5.1, each certificate which immediately prior to the Effective Time represented CRH Shares will be deemed after the Effective Time to represent only the right to receive from the Depositary upon such surrender a cash payment in lieu of such certificate as contemplated in Section 5.1(b) less any amounts withheld pursuant to Section 5.3. (d) CRH and the Purchaser will cause the Depositary, as soon as a former holder of CRH Shares becomes entitled to a net cash payment in accordance with Section 5.1(b), to: (i) forward or cause to be forwarded by first class mail (postage paid) to such former holder at the address specified in the Letter of Transmittal; (ii) if requested by such former holder in the Letter of Transmittal, make available at the offices of the Depositary specified in the Letter of Transmittal for pick-up by such former holder; or (iii) if the Letter of Transmittal neither specifies an address as described in Section 5.1(d)(i) nor contains a request as described in Section 5.1(d)(ii), forward or cause to be forwarded by first class mail (postage paid) to such former holder at the address of such former holder as shown on the applicable securities register maintained by or on behalf of CRH immediately prior to the Effective Time; a cheque representing the net cash payment, if any, payable to such former holder in accordance with the provisions hereof. (e) No former holder of CRH Shares shall be entitled to receive any consideration with respect to such CRH Shares other than any cash payment to which such former holder of CRH Shares, as applicable, is entitled to receive pursuant to this Section 5.1 and, for greater certainty, no such former holder will be entitled to receive any interest, dividends, premium or other payment in connection therewith. (f) Until such time as a former holder of CRH Shares that were acquired by the Purchaser pursuant to Section 3.1(ec3.1(c) complies with the provisions of Section 5.1(b), the cash payment to which such former holder is entitled will, subject to Section 5.2, be paid to and held by the Depositary, to be held in trust for such former holder for delivery to such former holder, without interest, upon deposit with the Depositary of the documentation required pursuant to Section 5.1(b).