Common use of Treatment of Fractional Shares Clause in Contracts

Treatment of Fractional Shares. Notwithstanding any other provision of this Agreement, no fractional shares of Parent Stock will be issued and, in lieu of any fractional share of Parent Stock that otherwise would be issuable pursuant to the Merger, each holder of Shares (and, to the extent applicable, CDIs) who otherwise would be entitled to receive a fraction of a share of Parent Stock pursuant to the Merger will be paid an amount in cash, without interest, in lieu thereof equal to such holder’s proportionate interest in the net proceeds from the sale or sales by the Exchange Agent on behalf of such holder of the aggregate fractional shares of Parent Stock that such holder otherwise would be entitled to receive. As soon as practicable following the completion of the Merger, the Exchange Agent shall determine the excess of (i) the number of whole shares of Parent Stock issuable to the former holders of Shares pursuant to the Merger including fractional shares, over (ii) the aggregate number of whole shares of Parent Stock to be distributed to former holders of Shares (and, to the extent applicable, CDIs) (such excess being collectively called the “Excess Parent Stock”). The Exchange Agent shall, as promptly as reasonably practicable following the Effective Time (and in any event within five (5) Business Days after the date upon which the Certificate (or affidavit(s) of loss in lieu thereof) that would otherwise result in the issuance of such fractional shares of Parent Stock has been received by the Exchange Agent), sell the Excess Parent Stock on NASDAQ at the then prevailing prices on NASDAQ and such sales 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 and costs associated with calculating and distributing the respective cash amounts payable to the applicable former holders of Shares, incurred in connection with such sales of Excess Parent Stock. Until the proceeds of such sales have been distributed to the former holders of Shares (and, to the extent applicable, CDIs) to whom fractional shares of Parent Stock otherwise would have been issued in the Merger, the Exchange 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 former holders of Shares (and, to the extent applicable, CDIs) in respect of any fractional shares of Parent Stock, the Exchange Agent shall distribute such amounts to such former holders.

Treatment of Fractional Shares. Notwithstanding any other provision of this Agreement, no (i) No certificates or scrip representing fractional shares of Parent RV Class A Common Stock will shall be issued andupon the surrender for exchange of Certificates, in lieu of and such fractional interests will not entitle the owner thereof to vote or to any fractional share of Parent Stock that otherwise would be issuable pursuant to the Merger, each holder of Shares (and, to the extent applicable, CDIs) who otherwise would be entitled to receive a fraction rights of a share of Parent Stock pursuant to the Merger will be paid an amount in cash, without interest, in lieu thereof equal to such holder’s proportionate interest in the net proceeds from the sale or sales by the Exchange Agent on behalf of such holder stockholder of the aggregate fractional shares of Parent Stock that such holder otherwise would be entitled to receive. Surviving Corporation. (ii) As soon promptly as practicable following the completion of the MergerEffective Time, the Exchange Agent shall will determine the excess of (ix) the aggregate number of whole shares of Parent RV Class A Common Stock issuable delivered to the former holders of Shares pursuant to the Merger including fractional shares, Exchange Agent over (iiy) the aggregate number of whole shares of Parent RV Class A Common Stock to be distributed to former holders of Shares (and, to in connection with the extent applicable, CDIs) Merger (such excess being collectively called referred to herein as the “Excess Parent Stock”"EXCESS SHARES"). The Exchange Agent shall, as promptly as reasonably practicable following Following the Effective Time Time, Parent and RV will cause the Exchange Agent, on behalf of the former stockholders of the Company, to sell the Excess Shares at then-prevailing prices on the securities exchange on which they are listed in the manner provided in clause (and in any event within five (5) Business Days after the date upon which the Certificate (or affidavit(siii) of loss in lieu thereofthis Section. (iii) that would otherwise result in The sale of the issuance of such fractional shares of Parent Stock has been received Excess Shares by the Exchange Agent), sell the Excess Parent Stock on NASDAQ at the then prevailing prices on NASDAQ Agent will be executed through one or more member firms and such sales shall will 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 Exchange Agent will use reasonable efforts to complete the expenses and compensation sale of the Exchange Agent and costs associated Excess Shares as promptly following the Effective Time, as, in its sole judgment, is practicable consistent with calculating and distributing obtaining the respective cash amounts payable to the applicable former holders best execution of Shares, incurred in connection with such sales in light of Excess Parent Stockprevailing market conditions. Until the net proceeds of such sale or sales have been distributed to the former holders stockholders of Shares (and, to the extent applicable, CDIs) to whom fractional shares of Parent Stock otherwise would have been issued in the MergerCompany, the Exchange Agent will hold such proceeds in trust for such former holdersholders (the "EXCESS SHARES Trust"). All commissions, transfer taxes and other out-of-pocket transaction costs incurred in connection with such sale of Excess Shares shall be paid by RV. The Exchange Agent will determine the portion of the Excess Shares Trust to which each holder of Company Common Stock, is entitled, if any, by multiplying the amount of the aggregate proceeds comprising the Excess 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 such shares 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 pursuant to the Merger are entitled pursuant to the Merger PROVIDED, that no holder of Company Common Stock will be entitled to receive cash in an amount equal to or greater than the value of one full share of RV Class A Common Stock. (iv) As soon as practicable after the determination of the amount of cash cash, if any, to be paid to former holders of Shares (and, Company Common Stock with respect to the extent applicable, CDIs) in respect of any fractional shares of Parent Stockshare interests, the Exchange Agent shall distribute will make available such amounts to such former holders.

Treatment of Fractional Shares. Notwithstanding any other provision of this Agreement, no fractional shares of Parent Stock will be issued and, in lieu of any fractional share of Parent Stock that otherwise would be issuable pursuant to the Merger, each holder of Shares (and, to the extent applicable, CDIsa) who otherwise would be entitled to receive a fraction of a share of Parent Stock pursuant to the Merger will be paid an amount in cash, without interest, in lieu thereof equal to such holder’s proportionate interest in the net proceeds from the sale or sales by the Exchange Agent on behalf of such holder of the aggregate fractional shares of Parent Stock that such holder otherwise would be entitled to receive. As soon promptly as practicable following the completion of the MergerEffective Time, the Exchange Agent shall will determine the excess of (ix) the aggregate number of whole shares of Parent Stock issuable Ordinary Shares delivered to the former holders of Shares pursuant to the Merger including fractional shares, Exchange Agent over (iiy) the aggregate number of whole shares of Parent Stock Ordinary Shares to be distributed (including those to former holders of Shares (and, to be represented by Parent ADSs) in connection with the extent applicable, CDIs) Merger and the Option and Warrant Exchange (such excess being collectively called referred to herein as the “"Excess Parent Stock”Shares"). The Exchange Agent shall, as promptly as reasonably practicable following Following the Effective Time (and in any event within five (5) Business Days after the date upon which the Certificate (or affidavit(s) of loss in lieu thereof) that would otherwise result in the issuance of such fractional shares of Parent Stock has been received by the Exchange Agent)Agent will, on behalf of the former Company stockholders, the former Company Optionholders and the former Company Warrantholders, sell the Excess Parent Stock on NASDAQ Shares at the then then-prevailing prices on NASDAQ the Neuer Markt in the manner provided in Section 2.06(b). (b) The sale of the Excess Shares by the Exchange Agent will be executed on the Neuer Markt through one or more member firms and such sales shall will 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 Exchange Agent will use reasonable efforts to complete the expenses and compensation sale of the Exchange Agent and costs associated Excess Shares as promptly following the Effective Time as, in its sole judgment, is practicable consistent with calculating and distributing obtaining the respective cash amounts payable to the applicable former holders best execution of Shares, incurred in connection with such sales in light of Excess Parent Stockprevailing market conditions. Until the net proceeds of such sale or sales have been distributed to the former holders of Shares (andCompany stockholders, to the extent applicable, CDIs) to whom fractional shares of Parent Stock otherwise would have been issued in former Company Optionholders and the Mergerformer Company Warrantholders, the Exchange Agent will hold such proceeds in trust for such holders (the "Company Shares Trust"). All commissions, transfer taxes and other out-of-pocket transaction costs incurred in connection with such sale of Excess Shares shall be deducted from the proceeds of such sale. The Exchange Agent will determine the portion of the Company Shares Trust to which each former holders. holder of Company Common Stock or Series A Preferred Stock, each former Company Optionholder and each former Company Warrantholder 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 or Series A Preferred Stock, such former Company Optionholder or such former Company Warrantholder is entitled (after taking into account all such shares held at the Effective Time and all such Company Stock Options and Warrants surrendered in the Option and Warrant Exchange 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 or Series A Preferred Stock, all former Company Optionholders and all former Company Warrantholders are entitled pursuant to the Merger and the Option and Warrant Exchange. (c) As soon as practicable after the determination of the amount of cash cash, if any, to be paid to former holders of Shares (andCompany stockholders, the former Company Optionholders and the former Company Warrantholders with respect to the extent applicable, CDIs) in respect of any fractional shares of Parent Stockshare interests, the Exchange Agent shall distribute will make available such amounts to such former holders. The parties acknowledge that the payment of cash in lieu of the issuance of fractional Parent Ordinary Shares and Parent ADSs is not separately bargained for consideration but merely represents a mechanical rounding off to avoid the administrative and accounting issues that may be caused by the issuance of fractional Parent Ordinary Shares and Parent ADSs."

Treatment of Fractional Shares. Notwithstanding any other provision of this Agreement, no (i) No certificates or scrip representing fractional shares of Parent RV Class A Common Stock will shall be issued andupon the surrender for exchange of Certificates, in lieu of and such fractional interests will not entitle the owner thereof to vote or to any fractional share of Parent Stock that otherwise would be issuable pursuant to the Merger, each holder of Shares (and, to the extent applicable, CDIs) who otherwise would be entitled to receive a fraction rights of a share of Parent Stock pursuant to the Merger will be paid an amount in cash, without interest, in lieu thereof equal to such holder’s proportionate interest in the net proceeds from the sale or sales by the Exchange Agent on behalf of such holder stockholder of the aggregate fractional shares of Parent Stock that such holder otherwise would be entitled to receive. Surviving Corporation. (ii) As soon promptly as practicable following the completion of the MergerEffective Time, the Exchange Agent shall will determine the excess of (ix) the aggregate number of whole shares of Parent RV Class A Common Stock issuable delivered to the former holders of Shares pursuant to the Merger including fractional shares, Exchange Agent over (iiy) the aggregate number of whole shares of Parent RV Class A Common Stock to be distributed to former holders of Shares (and, to in connection with the extent applicable, CDIs) Merger (such excess being collectively called referred to herein as the “"Excess Parent Stock”Shares"). The Exchange Agent shall, as promptly as reasonably practicable following Following the Effective Time Time, Parent and RV will cause the Exchange Agent, on behalf of the former stockholders of the Company, to sell the Excess Shares at then-prevailing prices on the securities exchange on which they are listed in the manner provided in clause (and in any event within five (5) Business Days after the date upon which the Certificate (or affidavit(siii) of loss in lieu thereofthis Section. (iii) that would otherwise result in The sale of the issuance of such fractional shares of Parent Stock has been received Excess Shares by the Exchange Agent), sell the Excess Parent Stock on NASDAQ at the then prevailing prices on NASDAQ Agent will be executed through one or more member firms and such sales shall will 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 Exchange Agent will use reasonable efforts to complete the expenses and compensation sale of the Exchange Agent and costs associated Excess Shares as promptly following the Effective Time, as, in its sole judgment, is practicable consistent with calculating and distributing obtaining the respective cash amounts payable to the applicable former holders best execution of Shares, incurred in connection with such sales in light of Excess Parent Stockprevailing market conditions. Until the net proceeds of such sale or sales have been distributed to the former holders stockholders of Shares (and, to the extent applicable, CDIs) to whom fractional shares of Parent Stock otherwise would have been issued in the MergerCompany, the Exchange Agent will hold such proceeds in trust for such former holdersholders (the "Excess Shares Trust"). All commissions, transfer taxes and other out-of-pocket transaction costs incurred in connection with such sale of Excess Shares shall be paid by RV. The Exchange Agent will determine the portion of the Excess Shares Trust to which each holder of Company Common Stock, is entitled, if any, by multiplying the amount of the aggregate proceeds comprising the Excess 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 such shares 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 pursuant to the Merger are entitled pursuant to the Merger provided, that no holder of Company Common Stock will be entitled to receive cash in an amount equal to or greater than the value of one full share of RV Class A Common Stock. (iv) As soon as practicable after the determination of the amount of cash cash, if any, to be paid to former holders of Shares (and, Company Common Stock with respect to the extent applicable, CDIs) in respect of any fractional shares of Parent Stockshare interests, the Exchange Agent shall distribute will make available such amounts to such former holders.

Treatment of Fractional Shares. Notwithstanding A holder of Exchangeable Shares shall not be entitled to any fraction of a Parent Share upon the exchange or purchase of such holder’s Exchangeable Shares and no certificates representing any such fractional interest shall be issued and such holder otherwise entitled to a fractional interest will receive for such fractional interest from the Company, or Parent, as the case may be, on the designated payment date a cash payment equal to such fractional interest multiplied by the Exchangeable Share Price. [Ameri – Exchangeable Share Provisions] To: Ameri Holdings, Inc. (“Parent”) and 1236567 B.C. UNLIMITED LIABILITY COMPANY (the “Company”) This notice is given pursuant to Section 5 of the share provisions (the “Exchangeable Share Provisions”) attaching to the Exchangeable Shares of the Company represented by this certificate and all capitalized words and expressions used in this notice that are defined in the Exchangeable Share Provisions have the meanings ascribed to such words and expressions in such Exchangeable Share Provisions. The undersigned hereby notifies the Company that, subject to the Retraction Call Right referred to below, the undersigned desires to have the Company redeem in accordance with Section 5 of the Exchangeable Share Provisions: o all share(s) represented by this certificate; or o _____ share(s) only represented by this certificate. The undersigned acknowledges the overriding Retraction Call Right of the Parent to purchase all but not less than all the Retracted Shares from the undersigned and that this notice is and shall be deemed to be a revocable offer by the undersigned to sell the Retracted Shares to the Parent or in accordance with the Retraction Call Right on the Retraction Date for the Retraction Call Right Purchase Price and on the other provision terms and conditions set out in Section 5(b) of the Exchangeable Share Provisions. If the Parent does not exercise the Retraction Call Right, the Company will notify the undersigned of such fact as soon as possible. This Retraction Request, and this Agreementoffer to sell the Retracted Shares to the Parent, no fractional shares may be revoked and withdrawn by the undersigned only by notice in writing given to the Company at any time before the close of business on the Business Day immediately preceding the Retraction Date. The undersigned acknowledges that if, as a result of solvency provisions of applicable law, the Company is unable to redeem all Retracted Shares, and provided that the Parent Stock has not exercised the Retraction Call Right with respect to the Retracted Shares, the Retracted Shares will be issued and, in lieu of any fractional share of Parent Stock that otherwise would be issuable automatically exchanged pursuant to the Merger, each holder of Shares (and, Voting and Exchange Trust Agreement so as to require the Parent to purchase the unredeemed Retracted Shares. The undersigned hereby represents and warrants to the extent applicable, CDIs) who otherwise would be entitled to receive Parent and the Company that the undersigned (select one): is is not a fraction resident of a share of Parent Stock pursuant to the Merger will be paid an amount in cash, without interest, in lieu thereof equal to such holder’s proportionate interest in the net proceeds from the sale or sales by the Exchange Agent on behalf of such holder Canada for purposes of the aggregate fractional shares of Parent Stock that such holder otherwise would be entitled to receive. As soon as practicable following the completion of the Merger, the Exchange Agent shall determine the excess of Income Tax Act (i) the number of whole shares of Parent Stock issuable to the former holders of Shares pursuant to the Merger including fractional shares, over (ii) the aggregate number of whole shares of Parent Stock to be distributed to former holders of Shares (and, to the extent applicable, CDIs) (such excess being collectively called the “Excess Parent Stock”Canada). The Exchange Agent shall, as promptly as reasonably practicable following the Effective Time (and in any event within five (5) Business Days after the date upon which the Certificate (or affidavit(s) of loss in lieu thereof) undersigned acknowledges that would otherwise result in the issuance absence of such fractional shares an indication that the undersigned is not a non-resident of Parent Stock has been received by the Exchange Agent)Canada, sell the Excess Parent Stock withholding on NASDAQ at the then prevailing prices on NASDAQ and such sales shall account of Canadian tax may 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 and costs associated with calculating and distributing the respective cash made from amounts payable to the applicable former holders of Shares, incurred in connection with such sales of Excess Parent Stock. Until undersigned on the proceeds of such sales have been distributed to the former holders of Shares (and, to the extent applicable, CDIs) to whom fractional shares of Parent Stock otherwise would have been issued in the Merger, the Exchange Agent will hold such proceeds in trust for such former holders. As soon as practicable after the determination redemption or purchase of the amount of cash to be paid to former holders of Shares (and, to the extent applicable, CDIs) in respect of any fractional shares of Parent Stock, the Exchange Agent shall distribute such amounts to such former holdersRetracted Shares.