Tuesday, June 23, 2015 3:56:19 PM
FORM OF REINCORPORATION CERTIFICATE
Citibank, N.A., as Escrow Agent
This certificate is being delivered by WMI Holdings Corp., a corporation organized under the laws of the State of [Washington][Delaware] (the “Company”), pursuant to Section 2(a) of the Escrow Agreement, dated as of January 5, 2015, by and among the Company and Citibank, N.A., a national banking association organized and existing under the laws of the United States of America (“Citibank”) and acting through its Agency and Trust Division and solely in its capacity as escrow agent thereunder, and any successors appointed pursuant to the terms hereof (Citibank in such capacity, the “Escrow Agent”). Unless otherwise indicated, capitalized terms used but not defined herein shall have the respective meanings specified in the Escrow Agreement.
[To be inserted if the Reincorporation occurs on or prior to July 4, 2015] [The Company certifies to the Escrow Agent that the Reincorporation has occurred on or prior to July 4, 2015.
The Escrow Agent is hereby instructed to release $[5,500,000] of the Escrow Property, representing the 50% of the Citi Fee payable to Citigroup Global Markets Inc. pursuant to the Purchase Agreement, on , 201 , which shall be the Escrow Release Date for purposes of this certificate, as follows:
Further, the Escrow Agent is hereby instructed to release $[8,250,000] of the Escrow Property, representing the 50% of the KCM Fee payable to KKR Capital Markets LLC pursuant to the Purchase Agreement, on , 201 , which shall be the Escrow Release Date for purposes of this certificate, as follows:
To be inserted if the Reincorporation fails to occur on or prior to July 4, 2015] [The Company certifies to the Escrow Agent that the Reincorporation has failed to occur on or prior to July 4, 2015 by reason other than the failure to obtain the requisite shareholder approval for the Reincorporation.
The Escrow Agent is hereby instructed to release $[2,750,000] of the Escrow Property, representing the 25% of the Citi Fee payable to Citigroup Global Markets Inc. pursuant to the Purchase Agreement, on , 201 , which shall be the Escrow Release Date for purposes of this certificate, as follows:
If you guys paid attention, you would see that upon the reincorporation, which is done, the Corp received a total of $16,500,000 for the reincorporation. This is now an asset of the corp and will be reflected on the next 10-Q.
$12,250,000 once a qualified acquisition is done.
http://www.sec.gov/Archives/edgar/data/933136/000119312515001790/d845621dex102.htm
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